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Terms and Conditions

General


a) Vigortronix Ltd who trades as Vigortronix is called "the Company"€ and the individual firm, company or other party with whom the Company sells its products is called "the Customer"€.

b) "Goods€ means the goods, articles and materials which are to be supplied by the Company pursuant to the Contract (as hereinafter defined)

c) "The Contract€ means any contract, howsoever made, between the Company and the Customer.

Unless otherwise agreed in writing, all orders are accepted by the Company subject to the following Terms and Conditions, which alone shall apply in the Contract, and all other Terms and Conditions are expressly excluded. Receipt of goods by the Customer shall be conclusive proof that the Customer has accepted in the absence of any express or other implied acceptance of these Conditions by the Customer.

1. Price and Quotations

1.1 All orders are accepted on the understanding that the goods will be charged at the prices ruling on this date if despatch unless the prices have been made firm for an agreed period.

1.2 If the Purchaser wishes to return goods due to no fault of the company or product, the Purchaser must get written agreement to return the goods. If the Purchaser is looking for a credit then the returns shall be subject to a 25% Returns Charge.

1.3 Quotations and times for despatch are conditional on complete details of the Customers€™ requirements having been supplied. Time will run only from the date when all requisite information is received.

1.4 Any quotations given by the Company is an invitation to the Customer to make an offer only, and no order of the Customer placed with the Company in pursuance of a quotation or otherwise shall be binding on the Company unless and until it is accepted by the Company.

1.5 The price of the goods is exclusive of Value Added Tax, which will be charged at the rate applicable at the appropriate tax point.

1.6 Unless otherwise stated process do not include delivery charges.

1.7 The Company reserves the right to increase the price of the goods by the amount of any increase in costs necessarily incurred by the Company in the performance of the Contract between the date of acceptance of the order and the date of delivery (including but both limited to costs/relating to the goods exchange rate, labour, materials, transport and taxes) or where the increase is due to any act or default of the Customer, including without the cancellation by the Customer of part of any order or non-adherence to agreed call-off scheduled delivery arrangements.

2. Risk

Unless otherwise agreed between the Company and the Purchaser the risk in respect of all goods supplied under the Contract shall pass to the purchaser on delivery of the goods. The property in the goods shall not pass to the Purchaser except as provided in condition 3

3. Property

3.1 Notwithstanding the provisions of Condition 4 the Company and the Purchaser expressly agree that until the Company has been paid in full for any goods, such goods shall remain the property of the Company and the Purchaser shall hold them as Bailee.

3.2 So long as the property in the goods remain in the Company:
(i) The Company shall have the right, without prejudice to the obligation of the Purchaser to purchase the goods, to repossess the goods and for that purpose to go upon any premises occupied by the Purchaser.
(ii) The Purchaser shall store the goods separately and in a manner, which makes them readily identifiable as the goods of the Company.

3.3 The Company may maintain an action for the price of the foods notwithstanding that property in the goods may not have passed to the Purchaser.

4. Delivery

4.1 The Company will use its best endeavours to comply with any dates for despatch or delivery of the goods as stated in the Contract, but unless the Contract otherwise expressly provides such date or dates constitute only statements of expectation and shall not be binding. The Purchaser shall accordingly accept delivery of the goods when tendered, and time delivery shall not be of the essence of the Contract.

4.2 If the Company fails to despatch or deliver the goods or to complete the work by such date or dates, such failure shall not constitute a breach of the Contract and the Purchaser shall note entitled to treat the Contract as thereby repudiated or to rescind it or any related Contact in whole or part or claim compensation for such failure or for any consequential loss or damage resulting h there from.

4.3 If the Company shall be prevented or hindered from supplying the goods or any part thereof or from installing the same in accordance with Contract by any circumstances beyond its reasonable control (including without prejudice to the generality of the foregoing force majeure, breakdown of plant, delay by suppliers, trade disputes including disputes involving the Company'€™s own workforce and all other causes whether or not of a like nature the reasonable control of the Company) further performance of the Contract shall be suspended for as long as the Company is so prevented or hindered and the period of delivery shall be extended accordingly , provided that in the event that the performance the Contract shall be suspended for more than six consecutive calendar moths the Company shall be entitled by notice in writing to the Purchaser forthwith to terminate the Contract or to cancel any outstanding part thereof and in such circumstances the Purchaser shall pay at the Contract rate for all goods supplied or all work done and materials used by the Company to the actual date of such termination. In no event shall the Purchaser remove from Company'€™s premises any progression tools provided by the Purchaser in connection with the Contract until the Contract has been completed by the Company or the Company has given notice to the Purchaser of termination of the Contract. The Company shall not have any liability to the Purchaser for any direct or consequential loss or damage suffered by the Purchaser as a result of the Company's inability to perform its obligations under the Contract in the circumstances mentioned above.

4.4 If no time for delivery or completion is specified in the Contract the Purchaser shall be bound to accept the goods when they are ready for delivery by the Company. The Company shall be under no obligation to deliver or complete the same until the expiry of a reasonable time from the date of the Contract.

4.5 When expedited delivery or completion is agreed to by the Company, which necessitates overtime or other additional costs, the Purchaser shall reimburse the Company for the amount of such overtime payment or other cost. Where postponement of Xxx
Vigortronix is a trading name of Vigortronix Ltd.
Registered office address: Sterling House, 19-23 High Street, Kidlington, Oxon OX5 2DH Company Reg No. 06630112
Page 2 of 3
delivery or completion is agreed by the Company or occasioned by the Purchaser, the Purchaser shall if required by the Company pay all costs and expenses incurred by the Company (including a reasonable charge for storage of the goods) occasioned thereby, but the goods shall be held at the Purchasers risk as from the date of postponement.

4.6 The Company reserves the right to supply 5% more or less than the exact quantity on all orders. Such over deliveries or shortages shall be charged for (and paid for by the Purchaser in accordance with the Contract) or deducted pro rata. The Company shall not have liability to the Purchaser for ay direct or consequential loss or damage suffered by the Purchaser as a result of any over-delivery or shortage referred to in the condition.

5. Payments

5.1 The Contract price for the goods shall be paid without set-off on delivery or where the Purchaser has a credit account with the Company net monthly.

5.2 In the event of any goods being delivered at the Purchasers request by instalments then each instalment shall be deemed to be the subject of a separate Contract and these Conditions shall apply to each Contract mutatis mutandis. The Company shall be entitled to request payment for any instalment of the Contract goods so delivered in accordance with the provision of subparagraph 5.1 above and failure to pay within the relevant period specified where the Purchaser has a credit account shall entitle the Company further to request payment for all Contract goods delivered by the Company to the Purchaser and (without prejudice to any other remedy available to the Company) to suspend deliveries of further goods pending payment of all monies due to the Company on any account.

5.3 The Company shall be entitled to charge simple, interest on any part of the Contract price not paid by its due date from that date until payment at the rate of 2% above HSBC Base Rate per month.

5.4 The time mentioned above for payment for goods is of the essence of this contract.

5.5 The Company shall be entitled to assign the debts due from the Purchaser to the Company.

5.6 In the event that the Purchaser requests the opening of a credit account with the Company the Purchaser shall submit to the Company two trade references and a bankers reference. Standard procedure for new customers is that the first order will be on a pro-forma basis. The opening of a credit account shall be at the entire discretion of the Company.

6. Warranty

6.1 The Company warrant shall if the Purchaser within 28 days of delivery of the goods notifies the Company in writing of any defects of workmanship or materials in the goods the Company shall at its option replace such goods or refund to the Purchaser the price of such goods as are shown in materials or workmanship to the Company's satisfaction to be defective. In the case of goods supplied but not manufactured buy the Company, the Company shall use its best endeavours to pass on to the Purchaser the benefit of any warranty given by the Supplier to the Company but shall have no other liability in respect thereof. The defective goods shall be returned at the cost of the Purchaser properly and adequately packed at such time as the Company shall specify to the Purchaser. In no circumstances shall the defective goods be returned to the Company without the prior agreement of the Company.

6.2 The Purchaser shall inspect the goods immediately upon delivery and in the event of goods not complying with the order, the Purchaser shall inform the Company in writing within seven days of receipt of the goods. If the Purchaser discovers any discrepancy between the goods supplied and those described on the Company'€s order acknowledgement the Purchaser shall inform the sales department of the Company in writing within seven days of receipt of the goods.

6.3 Failure to make any such claim with such period shall constitute unqualified acceptance of goods and waiver by the Purchaser of all claims relating to defects in (subject to paragraph 6.1 above) or non-delivery of the goods or delivery of the wrong goods or error on the Company'€™s invoice as the case may be.

6.4 Save as aforesaid (and subject to Condition 12.3.5 below save in respect of death or personal injury resulting from the negligence of the Company its servants or agents) the Company shall be liable for any claim or claims for direct or indirect consequential or incidental injury or damage made by the Purchaser against the Company (weather in contract or in tort including negligence on the part of the Company its servants or agents out of or in connection with any defects in the goods or any omission neglect or defect (weather or not the same constitutes a fundamental breach of the Contract or breach of a fundamental term thereof) of the Company its servants or agents in the performance of the Contract.

6.5 Without prejudice to the generality of the foregoing nothing herein contained shall operate or restrict liability for breach of any obligation arising from section 13. 14 or 15 of the Sale of Goods Act 1979 or the Supply of Goods and Service Act 1982 as against the Purchaser if he is dealing as a consumer as defined by section 12 of the Unfair Contract Terms Act 1977.

6.6 Subject only to the provisions of these conditions no statement undertaking warranty or condition express or implied by law trade custom or otherwise shall apply to the Contract.

6.7 The Purchaser shall indemnify the Company against all action, claims or demands by third parties against the Company howsoever arising directly or indirectly in respect of or in connection with the goods of the Contract by the company to supply the same upon the terms and conditions herein contained.

6.8 Without prejudice to the foregoing the Company shall in no circumstances be liable for any loss damage costs or expenses, which exceed in the aggregate the sale price of the goods.

6.9 The price at which the Company agrees to supply the goods is based on

6.9.1 The warranties given and accepted

6.9.2 The cost of manufacture of goods

6.9.3 The cost of insurance and packing and

6.9.4 The exclusions and the restrictions of liability imposed

The Company is prepared to negotiate a different price if the Purchaser requires any variation of such warranties or extension of the liabilities accepted by the Company.

7. Drawings and Literature

The Property and copyright in all products, documents, designs, drawings, plans, photographs, illustrations and other printed matter submitted to the Purchaser will remain with the Company. The Purchaser will not copy, procure or communicate any part of them to any third party without the Company's written consent. The Company reserves the right to change drawings and/or specifications without notice. Furthermore the information contained for the purpose of description only and shall not form part of the Contract. The Company gives no guarantee or representation as to their accuracy. Performance figures given are approximate only and are not guaranteed.

8. Patents

The Purchaser will indemnify the Company against all actions, proceedings, claims, costs, demands and expenses brought or made against the Company or incurred by it as a result of work done at the Purchaser€™s request in accordance with designs or specifications furnished by the Purchaser and which involves or may involve the infringement of any letters patent, product, copyright, registered design or trade mark.

Vigortronix is a trading name of Vigortronix Ltd.

Registered office address: Sterling House, 19-23 High Street, Kidlington, Oxon OX5 2DH
Company Reg No. 06630112 Page 3 of 3

9. Lien

Without prejudice to any other remedies which the Company may have the Company shall in respect of all debts due and payable by the Purchaser to the Company have general lien on all goods and property belonging to the Purchaser in its possession and shall be entitled, upon the expiration of 14 days of notice to the Purchaser to disclose of such goods or property as it thinks fit and to apply any proceeds of sale thereof towards the payment of such debts.

10. Insolvency and Breach of Contract

In the event that:

10.1 The Purchaser shall commit any breach of the Contract and shall fail to remedy such breach (if capable of remedy) within a period of 30 days from receipt of notice in writing from the Company requesting such remedy, or
Any distress or execution is levied upon any of the goods or property of the Purchaser, or

10.2 The Purchaser offers to make any agreement with or for the benefit or commits any act of bankruptcy or being a Limited Company, has a Receiver appointed of the whole or any part of its undertaking property or assets, or

10.3 Any order is made or a resolution is passed or analogues proceedings are taken for the winding up of the Purchaser (save for the purpose of reconstruction or amalgamation without insolvency and previously approved in writing by the Company) then and in any such case the Company shall be entitled without prejudice to its other rights hereunder forthwith to suspend all further deliveries until the default has been made good or to determine the Contract or any unfulfilled part thereof or at the Company's option to make partial deliveries. Notwithstanding any such termination, the Purchaser shall pay to the Company at the Contract rate for all work done, materials used and goods delivered up to and including the date of termination.

11. Severance

If at any one or more of the provisions of these conditions becomes invalid, illegal or unenforceable in any respect under any law, the validity and enforceability of the remaining provisions thereof shall not in any way be affected or impaired thereby.

12. Export

12.1 These Conditions shall apply to all export sales outside the United Kingdom except as varied in the Company€™s order acknowledgement or in this Condition.

12.2 It is hereby expressly agreed that the Uniform Law on International Sales shall not apply to this Contract.

12.3 Where the goods are the subject of an export sale outside the United Kingdom.

12.3.1 Payment shall be made in the manner specified on the Company's order acknowledgement.

12.3.2 The goods shall be delivered upon the terms specified in the Company's order acknowledgment.

12.3.3 Unless otherwise agreed the Purchaser shall reimburse the Company for any carriage, freight and insurance and other charges to the extent that any such costs incurred by the Company are not included in the price of the goods.

12.3.4 The Purchaser must obtain all necessary export or import licences, exchange control consents and all other approvals of national and regional governments and authorities required to enable performance of the Contract as soon as reasonably practicable and in no case later than required to enable the Company to deliver on the earliest date upon which the Company is entitled to require the Purchaser to accept delivery. If delivery is delayed as result of the Purchasers failure to comply with its obligations contained in this sub-condition the Company shall be entitled at its discretion to revise the price for the goods in the Contract or to terminate the Contract without liability to the Purchaser for any direct or consequential loss suffered by the Purchaser.

12.3.5 Where-permitted by law the Company shall not be liable for any claim or claims in respect of death or personal injury resulting from the negligence of the Company, its servants or agents.

13. Law

These Conditions and each and every Contract made pursuant thereto shall be governed in all respects by and in accordance with the Laws of England and the Purchaser hereby submits to the jurisdiction of the English Courts.