Terms & condition of sale

1. Definitions

“Quotation” means the supplier’s quotation to the buyer.

“Order” means the order placed by the buyer.

“Buyer” means the person placing the order.

“Supplier means Ultra Electronics Manufacturing & Card Systems.

“Contract” means any contract resulting from an order.

“Goods” means the goods and/or services of a contract.

2. Application

The placing of an order shall be deemed to constitute acceptance of these terms and conditions, and they shall govern the quotation and the contract to the exclusion of any other terms and conditions subject to which any such order is made by the buyer.

3. Quotation and Order

A quotation shall be deemed to be notification of a willingness to treat and shall not constitute an offer. It may be withdrawn at any time and shall be automatically withdrawn after 30 days. An order shall be deemed to be an offer by the buyer. The quantity and description of the goods shall be that set out in the buyers order.

4. Contract Price

The contract price is that stated in the quotation, unless subsequently agreed in writing by a duly authorised officer of the supplier, subject to:

1. 1. Costs of or occasioned by any modification, or by any variation in specification or design required by the buyer, or caused by or due to rectification of errors in drawings, specifications or schedules provided by buyer, or faulty material or unsuitable, worn or incomplete tooling supplied by buyer to be at additional cost to the buyer.
   2. Costs occasioned by any variation of rates of production or of quantities required by the buyer to be at additional cost to the buyer.
   3. Unless otherwise stated, all prices are exclusive of Value Added Tax (“VAT”), if any, or any other applicable taxes and the recipient of the supply shall pay VAT in addition to any sum on receipt of a valid VAT invoice.

5. Inspection and Testing

The supplier operates a system of sample testing before the goods are despatched or delivered. If any additional testing is desired by the buyer any additional expense which is incurred thereby shall be borne and paid by the buyer.

1. Delivery
   1. Any reasonable postponement of performance or of delivery of any of the goods caused by delay in procuring materials, production or transport which is not avoidable without expenditure or other measures which it would be abnormal for the supplier to make or undertake shall neither be actionable nor excuse non-acceptance of the goods when tendered. In no circumstances shall the supplier be liable for any damage or loss resulting from late delivery of any goods howsoever caused.
   2. The supplier will endeavour to deliver the total quantity of goods ordered by the buyer at the time specified in the contract. Nevertheless, the supplier shall be entitled to make deliveries of a lesser quantity and each delivery will constitute a separate contract. An invoice for such lesser quantity shall be paid by the buyer and shall be subject to the provisions of clause 12 (i) and (ii) hereof.
2. Carrier and Packing

Unless otherwise specified, the prices quoted include packing and freight in UK only.

8. Passing of Property
   8. Until the supplier has been paid in full, and subject to the buyer’s right of disposal under (ii) below:-
   9. The goods remain the property of the supplier
   10. Risk in the goods shall pass to the buyer at the time of delivery
   11. The supplier may at any time recover and/or resell all or any such goods for which payment is overdue in whole or in part and for that purpose the supplier or its agents may enter upon any land or building where such goods are located and recover such goods.
   12. The buyer as bailee of such goods for the supplier will store the goods for the supplier separately and in a proper manner without charge to the supplier and shall clearly mark them as being property of the supplier.
   13. The buyer has the right to dispose of such goods in the course of its business for the account of the supplier and to pass title to such goods to its customers being bona fide buyer for value.
   14. In the event of such disposal the buyer is under a fiduciary duty to the supplier to account to the supplier for the proceeds of such disposal but may retain therefrom any excess of such proceeds over the amount outstanding under the contract.

9. Transit
   9. The buyer shall notify the supplier of any damage to or loss of goods in transit within three (3) days of receipt and any non-delivery of any consignment within seven (7) days of the expected delivery.
   10. If delivery is not refused and the buyer does not notify the supplier of any claim in accordance with clause 9 (i) above the buyer shall not be entitled to reject the goods and the supplier shall have no liability for any defects or failure and the buyer shall be bound to pay the price as if the goods had been delivered in accordance with the contract.
10. Warranty
    9. The supplier undertakes, subject to paragraph (ii) and (vii) below, to replace or at its option repair free of cost any goods or parts thereof which shall be proved to the supplier’s satisfaction to be defective through faulty materials or workmanship provided that such defect is discovered within 12 calendar months of despatch by the supplier.
    10. The supplier warrants that (subject to the other provisions of these conditions) on delivery, and for a period of 12 months from the date of delivery, the goods shall be reasonably fit for any particular purpose for which the goods are being bought if the buyer had made known that purpose to the supplier in the order and the supplier has confirmed in writing that it is reasonable for the buyer to rely on the skill and judgement of the supplier.
    11. Written notice of the defect together with full details thereof must be given to the Customer Services Department of the supplier within twenty eight (28) days of the discovery of the defect.
    12. Defective goods returned to the supplier must be satisfactorily packed and carriage paid and they remain at all times at the buyer’s risk.
    13. In the event of any claim presented under warranty being found on investigation by the supplier to be outside the scope of this warranty the cost of such investigation shall be borne and paid by the buyer.
    14. This warranty shall not be assigned without the written consent of the supplier.

1. Liability and Limitation
   11. The following provisions set out the entire financial liability of the supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the buyer in respect of:
   12. Any breach of these conditions, including any deliberate breach of these conditions by a parts, or its employees, agents or sub-contractors;
   13. Any use made or resale by the buyer of any of the goods, or of any product incorporating any of the goods; and
   14. Any representation, statement or tortious act or omission including negligence arising under or in connection with the contract.
   15. 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) are, to the fullest extent permitted by law, excluded from the contract.
   16. Nothing in these conditions excludes or limits the liability of the company:
   17. For death or personal injury caused by the suppliers negligence; or
   18. For any matter which it would be illegal for the supplier to exclude or attempt to exclude its liability; or
   19. For fraud or fraudulent misrepresentation.
   20. Subject to clause 11 ii. and iii:
   21. The suppliers total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the contract shall be limited to the contract price;
   22. The supplier shall, if goods were not manufactured by the supplier, assist the buyer in obtaining from the manufacturer thereof the benefit of any warranty or guarantee relating to them given by such manufacturer to the buyer of (if the benefit is assignable to the buyer) to the supplier.
   23. If any part of this clause is found to be unenforceable by any court or would be found to be unenforceable if it were interpreted or construed in a particular way, then, it is the parties express intention that the relevant wording should be interpreted or construed so as to avoid such a finding and that, in the event of such a finding, the remainder of the provision in question shall be interpreted or construed to give it full effect.

1. Payment

The time of payment shall be of the essence of the contract. All accounts are strictly net and are payable in full not later than 30 days from the date of invoice. Should the buyer fail to make any payment when due, the supplier shall have the right, without prejudice to any other rights or remedies which may be available to the supplier, by notice in writing forthwith to:

1. 1. Suspend all further manufacture and/or deliveries until the default be made good or at the supplier’s absolute discretion to determine the contract so far as goods remain to be delivered; and
   2. Unless the buyer has notified the supplier of a challenge to an invoice within 15 days of the date of that invoice, charge interest at the rate set out in the Late Payment of Commercial Goods Act 1998 on any amount which remains unpaid 30 days after the date of that invoice.
2. Cancellation of Order

The supplier will only accept cancellation of orders on the basis that the buyer is prepared to pay cancellation costs, to be determined by the supplier. These costs will normally depend on the length of time between the cancellation and the delivery date.

14. Intellectual Property
    14. Unless otherwise specifically stated in the contract all inventions, designs or processes evolved during or as a result of work carried out under the contract shall vest in and be the sole property of the supplier.
    15. If goods produced or work carried out in accordance with the buyer’s specifications or instructions infringe or are alleged to infringe any patent, registered design, trade mark, copyright or other intellectual or industrial property right the buyer shall indemnify the supplier against all claims, damages, loss, costs, expenses and liability which may be made against the supplier or which the supplier may sustain or incur by reason of or in connection with such infringement or alleged infringement.
15. Force Majeure

The supplier shall incur no liability for any failure to perform or for any delay in performing the contract or any part thereof caused in whole or in part by any cause, beyond the reasonable control of the supplier and the time of performance and/or delivery and/or despatch shall, if the supplier so requires, be extended by a reasonable period if any such occurrence, inability or cause shall take place or arise.

16. Insolvency of Buyer

If the buyer should make any voluntary arrangement with its creditors or becomes subject to an administration order or goes into liquidation the supplier shall be entitled to cancel the contract or suspend deliveries under the contract without liability to the buyer.

17. General
    17. The rights and remedies of the supplier expressed herein are additional to, and not in substitution of or derogation from, any other rights or remedies available to the supplier under statute or common law or otherwise.
    18. The contract shall be governed by and construed in accordance with English law and each of the parties irrevocably accepts the jurisdiction of the English Courts in so far as any disputes arising under or in connection with the contract are concerned.