These Terms and Conditions shall apply to all contracts for the supply of Goods and Services by the Supplier to the Customer.

Before the commencement of the Services the Supplier shall submit to the Customer a Specification Document which shall specify the Goods and Services to be supplied and the price payable and payment terms. The Customer shall notify the Supplier immediately if the Customer does not agree with the contents of the Specification Document. All Specification Documents shall be subject to these Terms and Conditions.

These terms and conditions constitute the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the

Supplier which is not set out in the contract.

The Supplier shall use all reasonable endeavours to complete the Services within estimated estimated timeframes, but time shall not be of the essence in the performance of any Services.

The price for the supply of Goods and Services are as set out in the Specification Document.

The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport, and shipping of the Goods, and import and export tariffs.

The Supplier shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 4% per annum above the base rate of the Bank of England. The Customer shall pay the interest together with the overdue amount. Time for payment shall be of the essence of the Agreement.

If the Customer’s procedures require that an invoice be submitted against a purchase order or Application for Payment Certificate, the Customer shall be responsible for issuing such purchase order or Payment Certificate before the goods and Services are supplied, in the absence of a Purchase Order, and email instruction is supplied, this  will be deemed to be a suitable work instruction.

The Supplier reserves the right to increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to the Supplier that is due to:

• Any factor beyond the control of the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
• Any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification Document; or
• Any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give the Supplier adequate or accurate information in respect of the Goods.

The Customer shall pay all amounts due under the Agreement in full without any set-off, counterclaim, deduction or withtholding except as required by law. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.

All goods shall be required only to conform to the specification in the Specification Document. For the avoidance of doubt no samples, drawings, description, specification, or illustration contained in any product pamphlet or other sales or marketing literature of the Supplier and no representation written or oral, correspondence or statement shall form part of the contract.

The Supplier reserves the right to amend the Specification Document if required by any applicable statutory or regulatory requirements.

Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

The Supplier shall deliver the Goods to the location set out in the Specification Document or such other location as the parties may agree in writing (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.

Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location.

If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to

the extent that such failure is caused by a Force Majeure Event, the Customer’s failure to provide the Supplier with adequate delivery instructions for the Goods

or any relevant instruction related to the supply of the Goods.

If the Customer fails to accept or take delivery of the Goods within [5 Working Days] of the Supplier notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by the Supplier’s failure to comply with its obligations under the Agreement in respect of the Goods

(a) delivery of the Goods shall be deemed to have been completed at 9.00am on the 5^th Business Day following the day on which the Supplier notified the Customer that the Goods were ready; and

(b)    the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

(c) the Supplier may resell or otherwise dispose of part or all the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.

All risk in the goods shall pass to the Customer upon delivery.

The Goods supplied to the Customer by the Supplier shall:

• Conform to the Specification Document;
• Be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended;
• Be free from defects in design, material and workmanship and remain so for the warranty period set out in Clause 10 below.

The Customer may reject any Goods that do not comply with Clause. 5.7 above providing that both:

(a)   notice of rejection is given to the Supplier in writing in respect of a defect apparent on visual inspection within 5 working days of delivery and in the case of a latent defect within a reasonable period of the latent defect becoming apparent; and

(b) none of the events listed in Clause 10.4 below apply and the Customer has complied with Clause 10.2 below.

Title in the Goods shall not pass to the Customer until the Supplier has been paid in full for the Goods.

Until title to the Goods has passed to the Customer, the Customer shall:

• Store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property
• Not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
• Maintain the Goods in a satisfactory condition and keep them insured against all risks for their full price on the Supplier’s behalf from the date of delivery;
• Notify the Supplier immediately if it becomes subject to any of the events listed in clause 14.1 to clause 14.7 inclusive; and

(e)     Give the Supplier such information relating to the Goods as the Supplier may require from time to time.

The Supplier shall provide the Services to the Customer in accordance with the Specification Document in all material aspects.

Where a recurring licence fee, or annual service agreement is in place, the customer must give 60 days’ notice prior to the renewal date to cancel the service.

The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.

The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

To enable the Supplier to perform its obligations under this Agreement the Customer shall:

(a) co-operate with the Supplier;

(b) provide the Supplier with any information reasonably required by the Supplier;

(c) ensure that the terms of the Specification Document are complete and accurate;

(d) provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Supplier to provide the Services;

(e) prepare the Customer’s premises for the supply of Services;

(f) keep and maintain all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation;

(g) obtain all necessary permissions and consents which may be required before the commencement of the services; and comply with such other requirements as may be set out in the Specification Document or otherwise agreed between the parties.

(h) You shall advise the Supplier of all Health and Safety at work rules operated at your site and remove any hazardous materials on your site prior to work commencing.

The Customer shall be liable to compensate the Supplier for any expenses incurred by the Supplier because of the Customer’s failure to comply with Clause 8.1.

Without prejudice to any other rights to which the Supplier may be entitled, in the Document, the Customer shall without prejudice to the Supplier’s other rights and remedies be required to pay to the Supplier as agreed damages and not as a penalty the full amount of any third party costs to which the Supplier has committed and in respect of cancellations on less than five working days’ written notice the full amount of the Goods and services contracted for as set out in the Specification Document, and the Customer agrees this is a genuine pre-estimate of the Supplier’s losses in such a case. For the avoidance of doubt, the Customer’s failure to comply with any obligations under Clause 8.1 shall be deemed to be a cancellation of the Goods and Services and subject to the payment of the damages set out in this Clause.

If the Supplier’s performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

• The Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;

• The Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 8.4; and
• The Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

The parties may at any time mutually agree upon and execute new Specification Documents. Any alterations in the scope of Goods and/or Services to be provided under this Agreement shall be set out in the Specification Document, which shall reflect the changed Goods and/or Services and price and any other terms agreed between the parties.

The Customer may with the consent of the Supplier request alterations to the Specification Document by notice in writing to the Supplier. On receipt of the request for alterations the Supplier shall, within 5 working days or such other period as may be agreed between the parties, advise the Customer by notice in writing of the effect of such alterations, if any, on the price and any other terms already agreed between the parties.

Where the Supplier gives written notice to the Customer agreeing to perform any alterations on terms different to those already agreed between the parties, the Customer shall, within 5 working days of receipt of such notice or such other period as may be agreed between the parties, advise the Supplier by notice in writing whether it wishes the alterations to proceed.

Where the Supplier gives written notice to the Customer agreeing to perform alterations on terms different to those already agreed between the parties, and the Customer confirms in writing that it wishes the alterations to proceed on those terms, the Specification Document shall be amended to reflect such alterations and thereafter the Supplier shall perform this Agreement upon the basis of such amended terms.

The Supplier warrants that on delivery, and for a period of 12 months from the date of delivery (warranty period),] the Goods shall:

• conform in all material respects with the Specification Document;
• be free from material defects in design, material and workmanship.

Subject to clause 10.3 if:

(a)   the Customer gives notice in writing to the Supplier during the warranty period within a reasonable time of discovery that some or all the Goods do not comply with the warranty set out in clause 10.1;

(b)   the Supplier is given a reasonable opportunity of examining such Goods; and

(c)   the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Customer’s cost.

The Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

The Supplier shall not be liable for Goods’ failure to comply with the warranty set out in clause 10.1 in any of the following events:

(a)   the Customer makes any further use of such Goods after giving notice in accordance with clause 10.2 (a);

(b)   the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;

(c)   the defect arises because of the Supplier following any drawing, design or Specification supplied by the Customer;

(d)   the Customer alters or repairs such Goods without the written consent of the Supplier;

(e)   the defect arises because of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

(f)   the Goods differ from the Specification Document because of changes made to ensure they comply with applicable statutory or regulatory requirements.

Except as provided in this clause 10, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 10.1.

The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

The Supplier warrants that the services performed under this Agreement shall be performed using reasonable skill and care, and obligations to the extent the Customer Default prevents or delays the Supplier’s performance

of a quality conforming to generally accepted industry standards and practices.

Except as expressly stated in this Agreement, all warranties whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the Goods and services to be provided by the Supplier.