1.1 The “seller” in this agreement means Adaptive Control Solutions Ltd. The “buyer” in this agreement means the person ordering goods or services from the seller.

1.2 No waiver, alteration or modification of any of the provisions on the face or reverse hereof shall be binding unless in writing and signed by a director of this company.

1.3 The buyer agrees that it purchases the goods in accordance with the conditions set out in this agreement.

1.4 Acceptance of delivery by the buyer or his agent of any goods from the seller shall be an express acceptance by the buyer that these conditions apply to this sale and in cases where orders are placed and accepted by telephone, acceptance of delivery by the buyer or his agent shall likewise be an express acceptance of these conditions.

2.1 Any price quoted by the seller or comprised in the order contract is provisional only and the quoted price of the goods may be varied by additions upwards by the seller in accordance with market conditions at the date of the actual supply and the buyer shall pay such additions in addition to the quoted price.

2.2 Without prejudice to the generality of the foregoing, market conditions shall include any increase in the cost of labour and/or materials and/or transport.

2.3 Any price quoted by the seller or comprised in the order or contract are for the quantities mentioned and any reductions in quantity will permit the seller to increase the price for the ordered goods.

2.4 All orders are subject to carriage charges unless otherwise included within the quotation.

2.5 All prices are exclusive of V.A.T

2.6 Any price quoted by the seller or comprised in the order contract excludes any local taxation or import duties, such charges are the responsibility of the buyer or the buyer’s agent.

3.1 Despatch dates are approximate and in this regard time shall not be of the essence.

3.2 The seller shall not be liable for any loss or damage direct or indirect occasioned by the delayed delivery and in no case shall delay be a good reason for rejecting the goods.

4.1 Time shall be of the essence in the stipulation set out below as to payment.

4.2 Unless otherwise specified in the estimate or offer, each invoice for any goods shall be paid in full by the buyer within 30 days from the date of the invoice.

4.3 In the event of parties specifying in the estimate or offer a different method of payment from that specified above, then the time specified in that other document or in any oral stipulation shall also be of the essence.

4.4 In the event of payment having been agreed by instalments, a failure by the buyer to make payment in respect of any instalment on the due date shall have the effect of entitling the seller to claim the balance of all sums as at the date of the first default.

4.5 Without prejudice to any other rights available to the seller, the buyer agrees to pay to the seller interest on all overdue payments at the rate of 2% per annum above the current base rate of the HSBC bank.

5.1 The property and goods supplied shall remain vested in the seller until such goods have been paid for in full by the buyer. Accordingly, the buyer shall hold such unpaid goods as a bailee on behalf of the seller.

5.2 The buyer undertakes to store or label all unpaid goods in such a way that they can be easily identified as such.

5.3 All risks or damage in respect of goods delivered shall pass to the buyer on delivery.

5.4 The buyer shall hold all unpaid goods fully insured against all loss or damage and shall pay proceeds of any insurance claim to the seller.

5.5 The buyer’s power of sale of unpaid goods shall forthwith cease if the buyer goes into liquidation or receivership, in which event the buyer will forthwith deliver up all unpaid goods to the seller. The seller shall, if necessary be entitled to enter any premises of the buyer or its agents for the purpose of removing unpaid goods.

5.6 If the seller has cause to issue a writ against the buyer because of a non-payment in respect of some or any of the goods, the seller shall, if it deems right and proper, be empowered to enter the buyer’s or his agents premises and remove all the company’s stock for which full payment has not been received.

5.7 The intellectual property rights of any software (other than 3rd party software) used within any sale of goods or services will remain the property of the seller and shall not be transferable without the written permission of the seller.

6.1 The seller warrants that the goods will be free from defects in workmanship and material under normal use and service but the seller’s liability under this warranty is to repair or to replace free of charge the defective goods and the warranty is subject to the following limitations:-

(a) Mechanical or electrical items which are of an expendable nature are excluded from this warranty.

(b) The benefit of this warranty shall apply only to the buyer.

(c) The buyer shall give to the seller all facilities for the purpose of verifying the alleged defects.

(d) A warranty claim shall not be valid unless received by the company within 14 days following discovery of the fault and it shall not in any case be valid unless submitted within 12 months of the invoice date.

(e) No claim shall be made under the warranty in respect of any goods for which payment has not been or was not made on the due date.

6.2 Subject as aforesaid, all express or implied warranties or conditions, statuary or otherwise are as to quality or fitness hereby expressly excluded, insofar as such exclusion is lawful according to English law.

6.3 The seller shall not under any circumstances whatsoever be liable for any loss (which expression in this clause includes injury, damage or delay) or any consequence of any such loss arising out of any cause whatsoever or occasioned by any malfunctioning of or defect in or failure of any goods supplied by the seller or in loss of the use of the said goods.

6.4 Without prejudice to the generality of the above, the seller shall not be liable for any defect or deficiency judged by the seller to be caused by the wear and tear or by the improper or unskilled handling of the goods or by any repair or attempt to repair or dismantling by anyone other than the seller.

Buyer’s Warranties
7.1 The buyer shall hold the company harmless against any loss, damage or expense resulting from infringement of patents or trademarks arising from compliance by the seller with the buyers design, specifications or instructions.

7.2 The seller shall not be liable for and the buyer shall indemnify and hold the seller harmless against any claim by loss or damage to any person or property directly or indirectly occasioned by or arising from the use of operation (other than by the seller) or possession of any of the goods and from negligence (including the use of any part of the equipment otherwise than in accordance with the seller’s operating instructions and manuals) or default (including any non-compliance with any obligation of this information) or misuse by or on the part of the buyer or any person or persons other than the seller and this indemnity shall extend to any costs and expenses incurred by the seller and shall continue in force not withstanding the termination of this agreement.

8.1 The seller shall not be responsible for the non-delivery of the whole of the consignment or any package forming part of the consignment unless the buyer notifies the seller and the carriers in writing within 14 days of the despatch note or invoice date and in the case of goods damaged in transit all loss from package or unpacked consignment, the seller shall not be responsible unless the buyer notifies the seller and the carrier in writing within 7 days of receipt of the consignment.

9.1 The company shall be relieved of all liabilities whatsoever and to the extent to which fulfilment of its obligations is prevented, frustrated or impeded as a consequence of conforming to any statute or any rule regulation order or requisition made there under force majeure or by any cause beyond its control.

10.1 This agreement is between the seller and the buyer as principles and is not assignable by the buyer without the written consent of the buyer.

Interpretation of Contract
11.1 All contracts for sales of goods or services will be interpretated in accordance with English law.