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Terms & Conditions of Sale

  1. INTERPRETATION

    In these Terms & Conditions :

    "Carrier" means the company or person used for the delivery of any good supplied by the contractor to the customer.

    "Contract" means the written agreement concluded between the Contractor and the Customer, including all specifications, plans, drawing, quotations, order acknowledgements and other documents that are expressly incorporated into it and incorporating these conditions.

    "Contractor" means Acturus Limited, or any of its Group, Subsidiaries or Affiliated Companies.

    "Customer" means the Party who purchases or agrees to purchase the Goods and/or Services.

    "Goods" means the materials and articles, including user documentation associated therewith, to be supplied by the Contractor to the Customer in accordance with the requirements of the Contract but excluding Output Materials.

    "Input Materials" means any documents, goods, articles or other materials, and any data or other information provided by the Customer to the Contractor relating to the Goods and/or Services.

    "Intellectual Property Rights" means all inventions, patents, registered designs, design rights, database rights, copyrights, know-how and trademarks (whether registered or not) and the goodwill attaching to any of them and applications for any of them and any right or forms of protections of a similar nature and having equivalent or similar effect to any of them which may subsist anywhere in the world.

    "Output Materials" means any documents, articles or other materials, including any data or other information, supplied by the Contractor to the Customer as a result of carrying our the Services.

    "Party" means either the Contractor or the Customer as applicable, together being the "Parties".

    "Services" means the tasks that will be the responsibility of or performed by the Contractor in accordance with the requirements of the Contract.

  2. APPLICATION OF TERMS

    2.1  Unless varied by the written agreement of the Contractor, these Conditions are the only conditions upon which the Contractor is prepared to deal with the Customer. All other terms and conditions including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document or which are actually or alleged to be implied by trade, custom, practise or course of dealing are excluded.

    2.2  The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter.

    2.3  Each Party acknowledges that in entering into the Contract it does not reply on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in the Contract.

    2.4  No Party shall have any claim for innocent or negligent misrepresentation based upon any statement in the Contract.

    2.5  No modification or addition to the Contract shall be valid unless made in writing and signed by an authorised representative of each Party.

  3. PRICE AND PAYMENT TERMS

    3.1  The price of the Goods and Services shown in the Contract are exclusive of VAT and other duties and taxes. Where applicable, VAT or other duties or taxes payable under the Contract shall be charged in addition to the Contract price.

    3.2  Unless otherwise agreed in writing payment is due 30 days from the date of invoice.

    3.3  The Customer shall pay to the Contractor all sums due under the Contract in full without the deduction of taxes, charges or other duties (including any withholding or other income taxes) that may be imposed and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part.

    3.4  The Contractor shall be entitled to invoice the Customer at any time

       3.4.1  after delivery, or deemed delivery pursuant to Condition 5.4, of the Goods; and

       3.4.2  at the end of each month in which the Services are provided, unless otherwise specified in the Contract.

    3.5   If the Customer fails to pay the Contractor any sum due pursuant to the Contract, then without prejudice to the Contractors other rights and remedies, the Customer will be liable to pay interest to the Contractor on such sums from the due date for payment. Interest will accrue at the annual rate of 5% above LIBOR, accruing on a daily basis until payment is made, whether before or after any judgement.

    3.6  Without prejudice to any other rights or remedies, the Contractor reserves the right to set off any amount owing at any time by the Customer to the Contractor against any amount due to the Customer under the Contract or any other agreement or Contract with the Contractor.

    3.7  Also without prejudice to any other rights or remedies, if the Customer shall fail to make the payment in full when due in accordance with the Contract or any other agreement with the Contractor, the Contractor shall be entitled to withhold further deliveries under this Contract or any other Contract with the Customer and to make further deliveries subject to such conditions as payment of past, present and future charges as the Contractor may in absolute discretion consider reasonable.

  4. DESCRIPTION

    4.1  The description of the Goods and Services shall conform to the Specification therefor as set out in the Contract.

    4.2  All drawing, descriptive matter, specifications and advertising issued by the Contractor and any descriptions or illustrations contained in the Contractors catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the matters described in them. They will not form part of the Contract unless and to the extent expressly set out therein.

  5. SUPPLY OF GOODS AND SERVICES AND DELIVERY OF OUTPUT MATERIALS

    5.1  Any dates specified by the Contractor for the supply of Goods and provision of Services are intended to be an estimate and dependent upon the Customers timely delivery of any Input Materials.

    5.2  Unless otherwise expressly stated in the Contract, delivery of the Goods and Output Materials and the provision of Services shall take place at the Contractors place of business.

    5.3  Unless otherwise agreed in writing the Customer shall at its expense collect the Goods and any Output Materials within 10 days of the Contractor giving written notice that they are ready for collection.

    5.4  If for any reason the Customer has not collected the Goods and any Output Materials in accordance with Condition 5.3; or where the Contract provides for delivery to the Customers nominated location, the Contractor is unable to deliver them because the Customer has not provided appropriate instruction, documents, licences or authorisation; or where the Customer will not accept delivery; then :

       5.4.1  the Goods and Output Materials will be deemed to have been delivered 10 days after the Contractor notifies the Customer that they are ready for collection pursuant to Condition 5.3; and

       5.4.2  if at the end of the above 10 day period, the Goods and Output Materials have not been collected or delivered, the Contractor reserves the right, after giving 30 days written notice to the Customer at his last known address, to dispose of the Goods and Output Materials at the end of such 30 day period without further notice. Notwithstanding, the Customer shall be liable for all related costs and expenses (including without limitation storage and insurance) from the end of the above 10 day period to the date of collection, delivery or disposal.

    5.5  Risk in the Goods and any Output Materials will pass to the Customer upon the earliest of their collection, delivery, or deemed delivery pursuant to Condition 5.4.1, unless otherwise agreed in the Contract.

    5.6  The Customer must inspect the Goods and/or Output Materials as soon as is reasonably practicable after delivery and in any event within 24 hours. Where Goods or Output Materials are accepted without being checked the delivery book or sheet of the Carrier concerned must be signed but also endorsed "not examined". Where the Customer has so endorsed the delivery book or sheet such Goods and/or Output Materials shall be deemed to be unconditionally accepted by the Customer unless the Customer gives the Contractor written notification to the contrary within the Three (3) day period specified in Condition 5.7 below.

    5.7  If for any reason there is or appears to be any shortage, damage and/or loss of Goods or Output Materials on delivery or purported delivery following transit the following provisions shall apply :

       5.7.1  the Contractor shall have no potential liability for non-delivery of all or part of a consignment or for damaged items or for delivery deviation caused by delay or detention unless specific notice in writing is given, first, to the Carrier at time of delivery and then to the Contractor within Three (3) days of delivery or alleged non-delivery;

       5.7.2  the Contractor shall have no potential liability unless, in addition to the notices required by Condition 5.7.1 above, a fully-particularised claim in writing with supporting documents including photographs shall be submitted to the Contractor within Five (5) days of receipt of the Goods or part consignment;

       5.7.3  in the case of alleged non-delivery of an entire consignment of Goods and/or Output Materials the Contractor shall have no potential liability unless notice in writing is given to the Carrier concerned and the Contractor within Ten (10) days of the date of despatch;

       5.7.4  the Contractor shall have no potential liability unless the Goods and/or Output Materials in respect of which any such claim is made and any other physical or material evidence upon which the Customer relies or intends to rely are or is preserved intact as at the time of delivery for a period of twenty eight (28) days from the notification of the claim during which time the Customer will allow the Contractor and the Carrier access to the Goods, Output Materials and/or other evidence including the right to enter upon the premises at which such items are stored to inspect and investigate the claim;

       5.7.5  the Customer shall have seven (7) working days within which to inspect and test the Goods and/or Services and to notify the Contractor in writing of any defect in the Goods and/or Services. If the Customer fails to give any such notice, the Goods and/or Services shall be conclusively presumed to be, in all respects, in accordance with the Contract free from apparent defects, and the Customer will be deemed to have accepted the Goods and/or Services accordingly.

    5.8  The Goods and/or Services are sold only on condition that they are used solely for the purpose from which they were designed and by the company to whom they were sold and their designated customers.

  6. INTELLECTUAL PROPERTY RIGHTS

    6.1  Subject to the rights of third parties, ownership of all Intellectual Property Rights of :

       6.1.1  Input Materials shall remain with the Customer; and

       6.1.2  the Goods and any Output Materials shall, unless otherwise agreed in writing between the Customer and the Contractor, vest in the Contractor. The Customer may use the Goods and Output Materials for any lawful purpose. Such right of use may be exercised without further payment to the Contractor, except as provided under Condition 6.2.

    6.2  As soon as the Contractor becomes aware that any of the Output Materials are subject to third party rights or were not generated under the Contract, it shall so notify the Customer and indicate any special conditions or costs applicable to the use of such Output Materials. In the case of Output Materials subject to the Contractors existing rights, the Customer shall be entitled to a licence on fair and reasonable terms to be agreed to use the Output Materials, and in the case of Output Materials subject to third party rights the Contractor shall at the request of the Customer endeavour to secure for the Customer the rights provided for under Condition 6.1.2 on terms and conditions to be agreed with or approved by the Customer.

    6.3  The Customer warrants that any Input Materials and their use by the Contractor for the purpose of performing the Contract and supplying the Goods or providing the Services will not infringe any Intellectual Property Rights of any third party.

  7. RISK AND TITLE

    7.1  Without prejudice to Condition 5.5, the Goods and Output Materials are at the risk of the Customer from the time of delivery.

    7.2  Subject to Condition 6.1.2, title to the Goods and Output Materials shall pass to the Customer only when the Contractor has received in full and unconditionally (in cash or cleared funds) all sums due to it in respect of :

       7.2.1  the Goods and Services; and

       7.2.2  all other sums which are or which become due to the Contractor from the Customer under Contract.

    7.3  Until title to the Goods and Output Materials has passed to the Customer, the Customer shall :

       7.3.1  hold the Goods and Output Materials on a fiduciary basis as the Contractors bailee;

       7.3.2  store the Goods and Output Materials separately from all other goods held by the Customer so that they remain readily identifiable as the Contractors property;

       7.3.3  not remove, deface or obscure any identifying mark or packaging on or relating to the Goods and Output Materials;

       7.3.4  maintain the Goods and Output Materials in good condition and keep them insured against all risks for their full price from the date of delivery;

       7.3.5  notify the Contractor immediately if the Customer becomes subject to any of the events listed at Condition 17; and

       7.3.6  give the Contractor such information relating to the Goods and Output Materials as the Contractor may require from time to time.

    7.4  If before title to the Goods and Output Materials passes to the Customer the Customer becomes subject to any of the events listed in Condition 17, or the Contractor reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided that the Goods and Output Materials have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Contractor may have, the Contractor may at any time require the Customer to deliver up the Goods and Output Materials and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods and Output Materials are stored in order to recover them.

    7.5  In the event of any re-sale by the Customer of the Goods, the Contractors entitlement shall attach to the proceeds of sale. Such proceeds or any claim therefore shall be assigned to the Contractor. These proceeds should be held on trust in a separate identified account for the Contractor by the Customer.

    7.6  In the event of failure to pay the price in accordance with the Contract the Contractor shall have the power to re-sell the Goods. The power to re-sell the Goods is additional to (not in substitution for) any other power of sale arising by operation of law or implication or otherwise. For such purpose, the Contractor and its servants and agents are licensed by the Customer to enter upon any premises or land occupied or owned by the Customer to remove the Goods.

  8. INPUT MATERIALS

    8.1  As specified in the Contract, the Customer shall at its own expense supply and deliver to the Contractor all necessary Input Materials.

    8.2  Where the Contract involves work on any Input Materials, the Customer shall remove such Input Materials together with any waste products resulting from the work as requested by the Contractor at the Customers expense.

    8.3  The Customer shall ensure the accuracy and suitability of any Input Materials and that they are delivered in a condition fit for the purpose of the Contract.

  9. SITE REQUIREMENTS

    9.1  Insofar as the Contract required the Customers employees, agents and representatives to be present on the Contractors site, such employees, agents and representatives shall abide by such requirements, including security and health and safety regulations, as are applicable to their presence on the Contractors said site, which may include obtaining security clearance from the Contractor. A copy of such requirements will be available from the Contractor on written request.

    9.2  The Contractor shall have the right to require the removal of anyone disobeying such requirements and reserves the right to refuse entry to any person whom it considers unsuitable.

    9.3  The Contractors employees, agents and representatives shall abide by such regulations detailed in the Contract as are applicable to their presence on the Customers premises.

  10. QUALITY

    10.1  The Contractor warrants that (subject to the other provisions of these Conditions) on delivery and for a period of twelve (12) months from the date of delivery (the 'Warranty Period') :

       10.1.1  the Goods and Output Materials shall :

          10.1.1.1  conform in all material respects with the Specifications; and

          10.1.1.2  be free from material defects in design, material and workmanship.

       10.1.2  the Services will be provided using reasonable skill and care, in accordance with any agreed specification and within any agreed timescale (or in absence of any agreed timescales, within a reasonable timescale).

    10.2  Subject to Condition 10.3, if :

       10.2.1  the Customer gives notice in writing to the Contractor during the Warranty Period within a reasonable time of discovery that some or all of the Goods and Output Materials or provision of Services do not comply with the Warranty and Condition 10.1 above;

       10.2.2  the Contractor is given a reasonable opportunity of examining such Goods and Output Materials; and

       10.2.3  the Customer (if asked to do so by the Contractor) returns such Goods and/or Output Materials to the Contractors place of business at the Customers cost, the Contractor may at its option re-perform the relevant Services or the non-conforming part thereof or replace the relevant Goods (or the defective part) or refund the charges for such Goods and Output Materials or Services and for this purpose, if the Contractor so requests, the Customer shall, at the Customers expense, return any Goods, Output Materials or defective parts thereof to the Contractor.

    10.3  The Contractor shall not be liable for a breach of the Warranty in Condition 10.1 if :

       10.3.1  the Customer makes any further use of the relevant Goods or Output Materials after giving notice pursuant to Condition 10.2.1 or after discovery of facts giving rise to or tending to indicate a breach or potential breach of Warranty (whether or not notice has been given);

       10.3.2  the Customer has failed to follow the Contractors oral or written instructions or good trade practice in relation to the storage, installation, commissioning, use or maintenance of the Goods or Output Materials;

       10.3.3  the Customer alters or repairs, or attempts to alter or repair, the relevant Goods or Output Materials without the prior written consent of the Contractor;

       10.3.4  the defect arises as a result of the Contractor following any Drawing, Design or Specification supplied by the Customer;

       10.3.5  the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

       10.3.6  the Goods or Output Materials differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

    10.4  Without prejudice to the generality of Condition 10.3.3 any tampering with, damage or removal of QA seals will invalidate this Warranty and constitute a prima facie evidence of beach of the Contractors Intellectual Property Rights.

    10.5  If the Contractor complies with Condition 10.2 it shall have no further liability for any breach of the Warranty in Condition 10.1 in respect of such Goods or Services or Output Materials.

    10.6  Where the Contractor supplies, in connection with the supply of Goods or Output Materials, any goods or other materials supplied by a third party, the Contractor does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the Customer the benefit of any warranty, guarantee or indemnity given by the person supplying the goods or other materials to the Contractor.

    10.7  Except as provided in this Condition 10, the Contractor shall have no liability to the Customer in respect of the Goods or Output Materials or Services failure to comply with the Warranty set out in Condition 10.1.

    10.8  Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

    10.9  These Conditions shall apply to any repaired or replacement Goods, Output Materials or Services supplied by the Contractor.

  11. LIMITATION OF LIABILITY

    11.1  The following provisions set out the entire financial liability of the Contractor (including and liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of :

       11.1.1  any breach of these Conditions; and

       11.1.2  any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

    11.2  All warranties, conditions and other terms implied by statute or common law (save for the Conditions implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982) are, to the fullest extent permitted by law, excluded from the Contract.

    11.3  Nothing in these Conditions shall exclude or limit the liability of the Contractor for fraudulent misrepresentation, for death or personal injury cause by the Contractors negligence or breach of duty or any other matter in respect of which it would be unlawful for the Contractor to exclude or restrict liability.

    11.4  Subject to the other provisions of these Conditions, the Contractor will not be liable for any loss (including loss of profit), costs, damages, charges or expenses caused directly or indirectly by any delay in supply of Goods or Output Materials or Services, nor will any delay entitle the Customer to terminate or rescind the Contract unless such delay exceeds 180 days.

    11.5  Subject to Conditions 11.2, 11.3 and 11.4 :

       11.5.1  the Contractors total liability in Contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price payable pursuant to Condition 3; and

       11.5.2  the Contractor shall not be liable to the Customer for any indirect or consequential loss or damage, costs, expenses or other claims for consequential compensation whatsoever for any loss of profit, loss of business or depletion of goodwill, (howsoever caused) which arise out of or in connection with the Contract; and

       11.5.3  the Customer must take all steps reasonably within its power to avoid or mitigate any loss or liability which might otherwise arise in relation to the Contract.

  12. SAFETY

    12.1  The Customer shall, in accordance with statutory health and safety requirements, provide prior written notice to the Contractor of any health or safety associated with :

       12.1.1  any Input Materials; and/or

       12.1.2  Customer facilities used by the Contractor in the performance of work under the Contract. The Customer is primarily responsible for undertaking all necessary risk assessments an shall meet the cost of all additional precautions or measures for dealing with such health or safety hazards.

    12.2  The Customer warrants that any Input Materials or other substances which the Customer brings onto the Contractors premises, or is required to provide for the purposes of the Contract, are not a safety hazard (except where the Contractor has been given prior written notice pursuant to Condition 12.1).

    12.3  The Contractor reserves the right to inspect such Input Materials or other substances and to refuse them entry if the Contractor considers them to be unsafe or pose unacceptable risks of injury or damage to persons or property.

    12.4  The Customer shall meet any reasonable costs incurred by the Contractor resulting from the rejection of such items by the Contractor and the Contractor shall not be liable for any costs or delays to the Contract resulting from any decision under this Condition.

    12.5  The Contractor may at any time without notifying the Customer make any changes to the Goods or Output Materials or Services which are necessary to comply with any applicable safety or other statutory requirements, and which do not materially affect the nature or quality of the Goods.

  13. COMMERCIAL CONFIDENTIALITY

    13.1  Without prejudice to the rights of either Party arising elsewhere in the Contract, all information exchanged between the Customer and the Contractor whether orally or in writing in connection with the Contract (including that contained in any Input Materials) shall be treated as commercially confidential information unless otherwise indicated.

    13.2  The receiving Party shall not use, disclose or knowingly permit to be disclosed to any person (except those of its own employees, agents or sub-contractors who need to know the information for the purposes of the Contract) otherwise than strictly for the purposes of the Contract or in exercise of the rights granted hereunder, any such information of the disclosing Party without prior written consent of the disclosing Party and the receiving Party shall make reasonable endeavours to ensure that such employees, agents or sub-contractors are subject to like obligations of confidentiality as bind the Parties.

    13.3  The obligations set out in this Condition shall not apply to information which :

       13.3.1  is in or enters the public domain (otherwise than breach of the receiving Partys confidentiality obligations);

       13.3.2  is known to the receiving Party at the time of disclosure;

       13.3.3  becomes known to the receiving Party from an independent source having the right to disclose it without restriction; or

       13.3.4  is shown to the reasonable satisfaction of the originating Party to have been generated independently by the receiving Party.

    13.4  Nothing in this Condition shall prevent either Party disclosing information received from the other Party to the extent required by applicable law or by the regulations of any stock exchange or regulatory authority to which such Party is subject or pursuant to any order of court or other competent authority or tribunal.

  14. TERMINATION

    Without prejudice to any rights of action or remedy which have accrued or shall accrue, the Contractor may at any time by written notice terminate the Contract if the Customer is in breach of any material obligation under the Contract and :

    14.1  if the breach is capable of remedy, the Customer has failed to remedy such breach within thirty (30) days of written notice to the Customer; or

    14.2  in the reasonable opinion of the Contractor, the breach is not capable of remedy.

  15. CONSEQUENCES OF TERMINATION

    15.1  Where the Contractor terminates the Contract under Conditions 14, 17 or 24.3.2, the Customer shall pay :

       15.1.1  a fair and reasonable price for work done which shall include all costs and liabilities incurred by the Contractor; and

       15.1.2  any additional costs resulting from the termination of the Contract; and

       15.1.3  profit.

    15.2  All outstanding payments to the Contractor shall become due immediately upon termination of the Contract.

    15.3  The provisions of Conditions 3, 4, 6, 7, 11, 13, 15 to 23, and 25 to 27 inclusive and any other Condition expressly stated to survive termination shall survive termination of the Contract for whatever reason.

  16. FORCE MAJEURE

    16.1  The Contractor shall not be liable for any failure to perform or any delay in performing its obligations if the failure or delay is due directly or indirectly to any cause beyond its reasonable control (the event of Force Majeure), which shall include but not be limited to the following :

       16.1.1  any act of God, flood, earthquake, windstorm or other natural disaster;

       16.1.2  any epidemic or pandemic;

       16.1.3  war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions;

       16.1.4  terrorist attach, civil war, civil commotion or riots;

       16.1.5  nuclear, chemical or biological contamination or sonic boom;

       16.1.6  any law or governmental order, rule, regulation or direction, or any action taken by a government or public authority, including but not limited to imposing an embargo, export or import restriction, quota or other restriction or prohibition, or failing to grant necessary licence or consent;

       16.1.7  fire, explosion (other than in each case one caused by a breach of contract by, or assistance of, the Party seeking to rely on this clause or companies in the same group as such Party) or accidental damage;

       16.1.8  loss at sea;

       16.1.9  adverse weather conditions;

       16.1.10  any labour dispute, including but not limited to strikes, industrial action or lockouts;

       16.1.11  collapse of building structures, failure of plant machinery, machinery, computers or vehicles.

    16.2  In the event of failure or delay arising from such circumstances, the performance of the Contract shall be suspended for such time as the delay continues.

    16.3  The Contractor shall be released from all obligations under the Contract if the event of Force Majeure lasts more then sixty (60) days or renders the continuation or completion of the Contract impossible, but the Customer will be responsible for paying for the Goods, Output Materials and/or Services up to the date of termination.

  17. INSOLVENCY

    If the Customer :

    17.1  shall suffer any distress, execution or other process to be levied upon any of its assets; or

    17.2  shall convene a meeting of its creditors; or

    17.3  shall be the subject of a proposal for a voluntary arrangement within Part 1 of the Insolvency Act 1986; or

    17.4  shall be subject of any other proposal for any composition, scheme of arrangement with, or assignment for, the benefit of its creditors; or

    17.5  shall be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986; or

    17.6  shall have a trustee, receiver or administrative receiver or similar officer appointed in respect of all or any part of its business or assets; or

    17.8  shall cease to carry on, or shall threaten to cease to carry on, its business or any substantial part of its business; or

    17.9  shall convene a meeting, or be the subject of a meeting convened, for any of the foregoing purposes; or

    17.10  shall commit any breach of the Contract or any other agreement with the Contractor.

    The Contractor may without prejudice to any other rights stop delivery of any Goods or Output Materials in transit, cease performance of any Services and/or suspend further deliveries of Goods and Output Materials or performance of Services and/or by notice in writing to the Customer immediately terminate the Contract.

  18. INDEMNITIES

    18.1   The Customer shall indemnify the Contractor in full against all liability, actions, suits, claims, demands, losses, charges, costs and expenses (including legal and other professional fees and expenses) incurred by the Contractor and caused by the Customer (or subsequent Customers) as a result of or in connection with :

       18.1.1  any loss, destruction of or damage to property arising from or relating to the Contract;

       18.1.2  an infringement or alleged infringement of a third partys' Intellectual Property Rights cause by the use of any Input Materials or any other equipment, documentation or software supplied by the Customer or directed by the Customer to be used in the course of work to be performed under the Contract;

       18.1.3  any defect or inaccuracy or insufficiency in any Input Materials; and

       18.1.4  any claim made against the Contractor in respect of any liability, loss, damage, injury, death, cost or expense incurred by the Contractors employees, agents or customers or any third party.

  19. WAIVER

    Failure or delay by either Party to enforce, at any time or for any period, any one or more of the Terms and Conditions of the Contract shall not be construed as a waiver of any of such Party's rights under the Contract and any waiver by such Party of any breach of, or any default under any provision of the Contract by the other Party, will not be deemed a waiver of any subsequent breach or default or of the right at any time subsequently to enforce all Terms and Conditions of the Contract.

  20. SEVERABILITY

    If any provision of these Conditions is held by any court or competent authority to be illegal, void, voidable, invalid, unenforceable or unreasonable in whole or in part it shall, to the extent of such illegality, voidness, voidability, invalidity, maneuverabilities or unreasonableness be deemed severable and the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.

  21. ASSIGNMENT

    Neither Party shall, without the prior written consent of the other, assign or transfer or purport to assign or transfer the Contract or the benefit or any part of it.

  22. PUBLICITY

    Neither Party shall, for publicity purposes without the prior written consent of the other Party :

    22.1  make use of the other Partys' name;

    22.2  make use of the name of any of the other Party's personnel, customers or agents;

    22.3  make use of any information obtained under the Contract; or

    22.4  refer to the other Party or the Contract in any advertisement.

  23. DISPUTE REOLUTION

    23.1  If any dispute arises out of or in connection with the Contract ("Dispute") the Parties undertake that, prior to the commencement of an alternative dispute resolution procedure under Condition 23.2, they will seek to have the Dispute resolved amicably between themselves, including escalation to a more senior level of management if possible. Either Party will be entitled to initiate such process by written notice to the other.

    23.2  If the Dispute has not been resolved to the satisfaction of either Party within twenty one (21) days of initiation of the process pursuant to Condition 23.1, they will seek to have the Dispute resolved by an alternative dispute resolution procedure acceptable to both Parties. Either Party will be entitled to initiate such procedure by written notice to the other.

    23.3  If either Party fails or refuses to participate in or withdraws from participating in the procedure pursuant to Condition 23.2, or if the Dispute has not been resolved to the satisfaction of either Party within thirty (30) days of initiation of the said procedure, then either Party may refer the Dispute to the Courts.

    23.4  Nothing in this Condition 23 shall restrict or prevent either Party from seeking injunctive relief at any time.

  24. EXPORT LICENCES

    24.1  The Contractor shall use all reasonable endeavours to obtain all necessary UK export or other licences, consents, clearances and/or authorisations (together, the Export Licences) required in order to sell and export the Goods and/or Services.

    24.2  The Customer shall, at his own cost and expense, assist the Contractor in obtaining an end-user certificate, undertaking or such other information as shall be reasonably required by the Contractor to pursue an application for the Export Licences.

    24.3  In the event that such Export Licences are not granted or are revoked, then :

       24.3.1  such event shall be deemed to be a Force Majeure event under Condition 16 and the Contractor shall have no liability to the Customer for completing the sale of any Goods or Output Materials or Services affected by such Export Licences, or for any loss, expense or damage whatsoever suffered by the Customer; and

       24.3.2  notwithstanding Condition 16.3, the Contractor may, by notice in writing to the Customer immediately terminate the Contract or any part of it relating to the Goods or Output Materials or Services in respect of which the Export Licences have not been granted or have been revoked.

  25. NOTICES

    25.1  A notice given under or in connection with the Contract shall be in writing and delivered by hand or sent by first class post or by facsimile or electronic communication to the address of the Contractor or (as the case may be) to the address of the Customer shown in the Contract or to such other address as either the Contractor or the Customer (as the case may be) may substitute by notice to the other Party.

    25.2  Notice shall be deemed given :

       25.2.1  if sent by first class post : two (2) business days after posting exclusive of the day of posting;

       25.2.2  if delivered by hand : on the day of delivery;

       25.2.3  if sent by facsimile or electronic communication : at the time of transmission during normal UK business hours.

  26. THIRD PARTY RIGHTS

    The Parties do not intend that any term of the Contract shall be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999, by any person who is not party to the Contract.

  27. GOVERNING LAW AND JURISDICTION

    27.1  The Contract shall be governed by and construed in accordance with English law.

    27.2  The Customer hereby irrevocably submits to the exclusive jurisdiction of the English Courts.

    27.3  The United Nations Convention on Contracts for the International Sale of Goods (1980) shall not apply to the Contract.
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About Us

With over 100 years experience in test and production, we can meet all your requirements.

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We employ both automatic surface mount (SMT) and manual assembly methods to achieve excellent results.

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Test

From product alignment through to automated test, our products meet all your required specifications.

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Terms & Conditions

Our standard Terms & Conditions for purchasing and ordering.