If Buyer objects to any of these Terms of Sale such objections must be in writing and received by Seller at the address stated prior to commencement of performance by Seller, and will not be binding on Seller unless agreed to in writing by an authorised representative of Seller. Seller's failure to react to terms contained in any communication from Buyer will not be deemed to be a waiver of these Terms of Sale. Each Order, which is so accepted, shall constitute an individually legally binding contract, “the Contract” (means the Contract for the purchase and sale of the Products and Services), between the Company and the Buyer.

The Buyer acknowledges that it has not been induced to enter into the Contract by any representation made by, or on behalf of, the Company other than those contained in the Contract. No variation of any Contract shall be valid and binding unless the terms thereof have been agreed in writing by both the Company and the Buyer.

2. Prices.
Invoiced prices will be based upon Seller's prices in effect at the time an order is received by Seller. Prices shall be Ex Works unless otherwise specified to include packing in transit, insurance or carriage and in accordance with Incoterms 2000. Prices do not include any taxes, duties, fees or charges now or hereafter enacted, applicable to the Products and Services or to this transaction, all of which taxes and duties will be Buyer's responsibility. Any prices quoted by Seller are subject to change and are valid as specified on the quotation, “This quotation is based on your specification and may be subject to change in the event of any deviations and is valid for 28 days and is exclusive of VAT. Thereafter the expiry of this period, we reserve the right to review the tender figure. Payment by instalments and terms 30 days nett, as per our Terms and Conditions of Sale, available upon request.”

3. Payment Terms.
Except where a credit account has been opened for the Customer by the Company, payment shall be made in advance against the issue of a Proforma Invoice. If Seller extends credit to Buyer, terms of payment will be net 30 days after date of Invoice. The Company reserves the right to charge statutory interest at the ‘Reference Rate’, as set by the Bank of England, plus the 8% to give an overall ‘Interest Rate’ per month in accordance with the guidelines and legislation for the Late Payment of Commercial Debts (Interest) Act 1998 and the Late Payment of Commercial Debts Regulations 2002 under the European Directive 2000/35/EC on overdue amounts both before and after judgement. Seller has the right at any time to change the amount of credit or terms of payment or to withdraw credit and to require partial or full payment in advance as a condition of making further shipments. Products held thereafter by Seller or by Seller's carrier for Buyer will be at Buyer's sole risk and expense. Buyer will pay all of Seller's costs and expenses (including reasonable legal fees) to enforce or preserve Seller's rights hereunder, whether or not an action is commenced. Where there is an exchange rate of foreign currency then the purchase order price is to be stated in Pounds Sterling. The purchase order placed is calculated at its current exchange rate per British Pound and this must match the Pound Sterling value of payment from the date of order to the date of payment, irrespective of the exchange rate difference at the time of purchase order to the time of payment.

4. Payment by Instalments and Delivery
By agreement between the Company and the Customer, order for the Products and Services may be established for interim payment in instalments in relation to the Product and Services provided in stages of delivery and / or performance. Payment is based upon:
30% of total value on acceptance of order;
30% on completion of manufacture and / or supply of service;
30% on completion of buy off and;
10% on completion of certification paperwork and submittal.
The above percentage payments are negotiable and in agreement between the Company and the Customer.
Where delivery is affected by instalments each instalment shall be treated as a separate contract. If in the case of the Contract or any order involving more than one delivery default is made in payment on the due date the Company shall have the right to suspend all or any further deliveries or service provision pending payment or to terminate the Contract in its entirety by notice in writing to the Buyer.

5. Specifications and Material
All Products and Services will be supplied to the Company’s specifications current at the date the manufacture and installation of the Product and Service commences. Products will be made from the Company’s standard materials, unless otherwise specified, but should for any reason such materials are unavailable, the Company reserves the right to substitute the most suitable alternative that can be obtained at the time of manufacture and / or installation.

6. Customer’s Specification
Where the Company supplies Product and Services to a Customer in accordance with the Customer’s specifications, any addition or alteration shall be subject to an extra charge and the Customer shall indemnify the Company against all damages, penalties, costs and expenses to which it may become liable through the infringement of the rights of third parties.

7. Confidential Disclosure Agreement
Where there is privy to Confidential Company detail of a sensitive nature, whether it be in design / software or process then the Company has the authority to request the completion of a Confidential Disclosure Agreement. All disclosed information should be dealt with diligently and in good faith to protect the Company against competitive products or services. This would include its activities concerning the promotion and sale of the products and services and the solicitation of any orders for the products and services. The Customer / Subcontractor agrees that it will at all times (both during the term of this Contract and after its termination) keep confidential, and will not use (other than strictly for the purpose of this Contract) and will not without the prior written consent of the Company disclose to any third party any Confidential Information unless the information: was publicly known or already known to the Customer / Subcontractor at the time of disclosure, or; subsequently becomes public knowledge other than by breach of this Contract, or; subsequently comes lawfully into the possession of the Customer / Subcontractor from a third party. Inclusive of the Agreement is that any rights in the intellectual property rights of the Company including any trade marks, patent, design rights (registered or unregistered), copyright, know-how and any other intellectual property rights in the products and services which shall at all times remain the property of the Company.

8. Passing of Property and Risk: Title
The risk in the Products supplied by the Company shall pass to the Customer as soon as they are delivered by the Company to the place of delivery. The Company will remain the sole and absolute owner of the Products until payment has been made in full. Until such receipt by the Company of such payment the Customer will hold the Products for the Company as fiduciary bailee and will store them upon its premises separately from its own products or those of any other person and in a manner, which makes them readily identifiable as the products of the Company. When payment for the Products is overdue or the Customer suffers distress or execution to be levied against its effects, makes an arrangement or composition with creditors or, being a corporate body, enters into liquidation or has an administrator or a receiver appointed for the whole or any part of its undertaking or, being an individual, has a receiving order and bankruptcy made against him then:
(i) If the Customer remains in possession of the Products, whether or not the Customer has sold them, the Company shall be entitled to recover the Products from the Customer, or;
(ii) If the Customer has parted with possession with the Product by way of sale having sold them as fiduciary bailee shall hold in trust so much in the proceeds of sale of the Products as represent the Customer’s liability to the Company in respect of them.

If any of the Products are processed into other goods before payment in full for the Products has been received by the Company, the Customer shall hold the Products and such other goods on trust for the Company until such payment is made and the Customer shall hold in trust for the Company so much of the proceeds of sale of the Products and such other goods and any rights arising from sale as are equivalent to the unpaid price. The Company may for the purpose of recovery of its Products enter upon any premises where they are stored or where they are reasonably thought to be stored and may repossess the same.

Liability for loss or damage passes to Buyer or Buyer’s agents, on receipt of the Products under the terms of Sale as per INCA Terms 2000. Seller has the right to supply in instalments. Shipping and delivery dates are approximate only. Seller will not be liable for any loss or expense (consequential, incidental or otherwise) incurred by Buyer if
Seller fails to meet such dates for any reason, including, but not limited to, the contingencies stated in paragraph 12. Delays in delivery, conformity or late delivery of an instalment will not relieve Buyer of its obligations hereunder with respect to any other instalments, each instalment being deemed to be a separate contract. Seller reserves a purchase money security interest in the Products and Services sold and its proceeds in the amount of the purchase price.

In the event of default by Buyer in any of its obligations to Seller, Seller will have the right to repossess the Products and Services sold without liability to Buyer. Buyer agrees that a copy of the invoice utilised in connection with the purchase of Products and Services may be filed with appropriate authorities at any time as a financing statement and / or chattel mortgage to perfect Seller's security interest in the Products and Services sold. Buyer hereby authorises Seller to execute and file, at any time, one or more financing statements with respect to such items, signed only by the Seller, who is hereby appointed Buyer's attorney-in-fact for such limited purpose.

9. Shipment.
In the absence of specific shipping instructions, Seller will ship the Products by the method it deems most advantageous, EX WORKS, as specified in paragraph 2. Transportation charges will be collected on delivery or, if prepaid, will be subsequently invoiced to Buyer. Unless otherwise indicated, Buyer is obligated to obtain insurance against damage to the Products being shipped. Unless otherwise specified, the Products will be shipped in standard commercial packaging. When special or export packaging is requested or, in the opinion of Seller, required under the circumstances, the cost of the same, if not set forth on the invoice, will be separately invoiced. Claims or tracers upon carrier must be filed by Buyer, and Seller will assist in tracing shipments upon request.

10. Inspection and Acceptance
Products and Services will be conclusively deemed accepted by Buyer unless a notice of rejection has been sent by Buyer within a fifteen (15) day period. Rejected Products will be placed by Buyer in safe storage for inspection by Seller.

11. Change Orders
Buyer may not cancel any orders, revise quantity, deviate from specifications or shipping schedules unless and only by mutual agreement as to recovery by Seller for applicable charges which will take into account expenses incurred and / or commitments made by the Seller in faithful execution of any orders. "Holds" for purchase order releases must be submitted in writing at least thirty (30) days prior to release date. Buyer will pay Seller a restocking fee equal to fifteen percent (15%) of the purchase price of the Products or the actual costs incurred on all orders cancelled or returned for credit or refund. Seller reserves the right to refuse acceptance of any Products and Services returned for credit or a refund, except as is otherwise specified herein.

12. Contingencies Seller will not be liable for any delay in performance or for non-performance in whole or in part caused by the occurrences of any contingency beyond the control either
of Seller or Seller's suppliers, including but not limited to, war (whether an actual declaration is made or not), sabotage, insurrection, riot or other act of civil disobedience, act of a public enemy, failure or delay in transportation, act of government or any government of any agency or subdivision thereof affecting the terms of this contract or otherwise, judicial action, labour dispute, accident, fire, explosion, flood, storm or other Act of God, shortage of labour, fuel, raw materials, tools, dies or equipment, or technical or yield failure.

13. Substitutions and Modification of Products and Services Seller has the right to modify the specifications of Products and Services designed by Seller and substitute substantially equivalent Products and Services manufactured to such modified specifications. Seller reserves the right to discontinue particular models and to make modifications in design and / or function at any time, without notice and without incurring obligations to modify previously purchased Products and Services.

14. Warranties Seller warrants the Products and Services to be free of manufacturing defects in material and workmanship, as fully described on the warranty statement in the product operator's
manual, and fully incorporated herein by this reference. Seller warrants good title to any hardware furnished under this contract. Seller warrants that services will be performed in a good and workmanlike manner. Seller also warrants that during the Warranty Period as defined below, each item Seller delivers (other than separately licensed software and services) will be free from material defects in workmanship and materials and under ordinary use, conform in all material respects to its published specifications current at the time the item was shipped. The Company will repair or at its option replace or reimburse or issue a credit note in respect of the price paid for any Products and Services which after proper use prove to be defective within a period of 12 months after the date of procurement of the Product by the Company and upon completion of the manufacture / assembly for delivery, whichever is the earlier. Subsequent delay in delivery on behalf of the Customer’s request will impede upon the warranty period. Upon delivery, this Condition shall not apply unless:
(i) Notice in writing of the defects complained of is given to the Company upon their appearance;
(ii) The defect shall be found to have arisen solely from the Company’s fault design, workmanship or materials;
(iii) The defective Products and / or Services are returned to the Company’s factory at the Customer’s expense if so requested by the Company.

This Condition shall not apply to Products that have been processed or interfered with other than by the Company or which have not been stored, handled or used in accordance with the Company’s instructions. Any repaired or replaced Products shall be re-delivered by the Company free of charge to the original place of delivery but otherwise in accordance with and subject to these Conditions save that the period of 12 months shall be replaced by the unexpired portion of that period only.

15. Limitation of Liability SELLER SHALL NOT BE LIABLE TO BUYER OR ANY OTHER PERSON OR ENTITY FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF, OR IN CONNECTION WITH, THIS TRANSACTION OR ANY ACTS OR OMISSIONS ASSOCIATED THEREWITH OR RELATING TO THE SALE OR USE OF ANY ITEMS OR SERVICES FURNISHED, WHETHER SUCH CLAIM IS BASED ON BREACH OF WARRANTY, CONTRACT, TORT OR OTHER LEGAL THEORY AND REGARDLESS OF THE CAUSES OF SUCH LOSS OR DAMAGES OR WHETHER ANY OTHER REMEDY PROVIDED HEREIN FAILS. IN NO EVENT SHALL OUR TOTAL LIABILITY UNDER THIS CONTRACT EXCEED AN AMOUNT EQUAL TO THE TOTAL AMOUNT PAID FOR ITEMS PURCHASED HEREUNDER. EXCEPT WHERE BY LAW ITS LIABILITY CANNOT BE EXCLUDED OR LIMITED: THE COMPANY’S COMPLIANCE WITH ITS WARRANTY OBLIGATIONS SHALL BE IN LIEU OF ANY GUARANTEE, REPRESENTATION, WARRANTY OR CONDITION (WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE) AS TO THE QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE PRODUCTS AND / OR SERVICES.

16. Termination This contract may not be terminated by Buyer without Seller's prior written consent. If Seller consents to such termination, Buyer will be liable for termination charges
including, without limitation, a price adjustment based on the quantity of Products and Services actually delivered and all costs, direct, incurred and committed for this contract together with reasonable allowance for pro-rated expenses and anticipated profits.

17. Seller’s Right to Cancel Seller has the right to cancel this contract if:
(i) Buyer breaches any of its obligations hereunder, or;
(ii) In Seller's sole judgement, Buyer's financial condition does not justify the terms of payment applicable from time to time and Buyer will not immediately comply with any modification of payment terms required by Seller in accordance with Section 3. If Seller exercises such right to cancel, Buyer will be liable for the charges and costs referred to in Section 3 in addition to any other remedies Seller may have hereunder or at law.

18. Waiver In the event of any default or breach by Buyer, Seller has the right to refuse to make further shipments. Seller's failure to enforce at any time or for any period of time any of
the provisions of this contract will not constitute a waiver of such provisions or of the right of Seller to enforce each and every provision.

19. Governing Law The validity, construction and performance of this contract and the transactions to which it relates will be governed by the laws of Great Britain without regard to conflict of law principles. Subject to Section 25(b) all actions, claims of legal proceedings in any way pertaining to this contract, or such transactions will be commenced and maintained in
the courts of Great Britain. This contract shall in all respects be governed by and construed and interpreted in accordance with the laws of the United Kingdom and the buyer agrees to submit itself to the jurisdiction of the courts of the United Kingdom.

20. Assignment This contract is not assignable by either party, except that the Seller has the right to assign this contract to an affiliate or to the purchaser of all or substantially all of its
assets, and Seller has the right to assign accounts receivable or the proceeds of this contract. Subject to the foregoing, this contract is binding upon and inures to the benefit of the parties hereto and their permitted successors and assigns. Nothing in this contract will inure to the benefit of or be deemed to give any rights to any third party, whether by operation of law or otherwise.

21 . Insolvency
The Company shall have the right to terminate the Contract forthwith by notice in writing where the Customer becomes insolvent or bankrupt or make an arrangement with its creditors or suffers a receiver to be appointed or being a body corporate enters in liquidation (other than in connection with a reconstruction or amalgamation) in any of which case the Company hall have no further obligations under the Contract and the price for all the Products and / or Services delivered shall become immediately due and payable.

22. Force Majeure
If the Seller is affected by Force Majeure it shall promptly notify the Buyer of the nature and extent of the circumstances in question. Notwithstanding any other provisions of these Conditions the Seller shall not be deemed to be in breach of Contract or otherwise be liable to the Buyer for the delay in performance or the non-performance of any of its obligations under the Contract to the extent that the delay or non-performance is due to any Force Majeure of which it has notified the Buyer and the time for performance of that obligation shall be extended accordingly. After receipt of the Seller’s notice that it is affected by Force Majeure the Buyer may after giving the Seller written notice of its intention to do so, purchase goods similar to the goods specified in the Contract elsewhere in such quantities as the Seller is unable to deliver.