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TERMS AND CONDITIONS RELATED TO CUSTOMERS

1. DEFINITIONS:

- "Buyer" means the person, firm or company who buys or agrees to buy the goods from the Seller or whose order for the Goods is accepted by the Seller.
- "Consumer" means the individual or entity who enters into a Contract to obtain Goods or Services from the Seller for purposes which are outside its trade, business or profession.
- "Contract" means any contract between the Seller and the Buyer or Consumer for the sale of the Goods or supply of the Services.
- "Delivery Date" means the date specified by the Seller when the Goods are to be delivered.
- "Goods" means the articles that the Seller supplies to the Buyer under a contract.
- "Price" means the price of the Goods or Services excluding carriage, packing, insurance and VAT.
- "Seller" means Amelec Ltd, 101 Moreton Street, Chadsmoor, Cannock, Staffordshire, WS11 5HN.
- "Services" means any services which the Seller provides to the Buyer under a contract.
- "Terms and conditions" means the terms and conditions of sale set out in this document together with any special terms agreed in writing between the Buyer and the Seller.
- "Working days" means from Monday to Friday.
- "Writing" includes e-mail, Electronic Data Interchange, facsimile, cable transmission and comparable means of communication.


2. CONDITIONS APPLICABLE:

- These conditions shall apply to all contracts for the sale of Goods or Services by the Seller to the Buyer to the exclusion of all their terms and conditions including any terms and conditions which the Buyer may purport to apply under any purchase order, confirmation of order or similar paper work. Each order or acceptance of a quotation of Goods or Services will be deemed to be an offer by the Buyer to purchase Goods or Services upon these Terms and Conditions.
- The contract is formed when the order is accepted by the Seller. No contract will come into existence until the acceptance, either orally or writing, of an order by the Seller. All orders must be on the Seller's standard order form.
- Any quotation is valid for a period of 24 hours only from its date, provided the Seller has not previously withdrawn it.
- Acceptance of delivery of Goods shall be deemed conclusive evidence of the Buyer acceptance of these Conditions.
- Any variation of these conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.


3. PRICE AND PAYMENT:

- The price shall be the Seller's quoted price. The price is exclusive of VAT, which shall be due at the rate ruling on the date of the Seller's invoice. The Seller reserves the right to amend prices at any time without prior notice. Errors and omissions are excepted.
- Payment of the Price and VAT shall be due and payable on the date of the invoice unless credit terms have been specifically agreed in advance. Credit terms may be available subject to status, with payment terms being strictly 30 days net monthly (unless stated otherwise on invoice) from date on invoice. Time for payment shall be of the essence.
- The price is payable free of any right of set off, lieu or counterclaim.
- Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 4% above Nat West Bank's base rate from time to time in force and shall accrue at such a rate after as well as before any judgment.
- The Seller may at any time suspend the provision of the Goods and the Services if the Buyer is late in making any payment due to the Seller.


4. GOODS AND SERVICES:

- The quantity and description of the Goods and Services shall be as set out in the Seller's quotation. Errors and omissions excepted. All samples, drawings, descriptive matter, specifications and advertising issued by the Seller and any description or illustration contained in the Seller's catalogue's or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods and Services represented by or described in them. They will not form part of the Contract and this is not a sale by sample.
- The Buyer will ensure that the Goods and Services purchased are suitable and compatible with his requirements.
- The Seller reserves the right to impose minimum order quantities per line item or minimum order values per order.


5. DELIVERY:

- The Goods shall be delivered to the Buyer's premises. The Services will be performed at the location agreed between the Buyer and the Seller and as specified on the order form or at such location as otherwise agreed in writing between the Seller and the Buyer.
- Delivery of the Goods will be accepted at any time of the day. If the Buyer fails to take delivery, or provide any necessary instructions or documents, the Goods will be deemed to have been delivered and the Seller, without prejudice to its other rights, may at its option:
1. store or arrange for storage of the Goods until actual delivery or sale and charge the Buyer for all related costs and expenses (including, without limitation, storage and insurance); and/or
2.use reasonable endeavors to rearrange delivery but, if unable to rearrange delivery, following written notice to the Buyer, sell any of the Goods at the best price reasonably obtainable in the circumstances and charge the Buyer for any shortfall below the price under the Contract or account to the Buyer for any excess achieved over the price under the Contract, in both cases having taken into account any charges related to the sale.
- Any date quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Seller in writing.
- Where the Goods or Services are to be delivered by Schedule Delivery, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer to treat the Contract as a whole as repudiate.


6. RISK AND TITLE:

- Risk of damage to or loss of the Goods shall pass to the Buyer:
1. in the case of Goods to be delivered at the Seller's premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or
2. in the case of Goods to be delivered otherwise than at the seller's premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
However, if the Buyer is dealing as a Consumer, the Goods shall remain at the Seller's risk until they are delivered to the Consumer.
- Notwithstanding delivery and the passing of risk in the Goods, or any other provisions of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods or Services and all other Goods or Services agreed to be sold by the Seller to the Buyer for which payment is then due.
- Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller's fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller's property. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business.
- Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold) the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.


7. WARRANTIES AND LIABILITY:

- The warranty period between the Buyer and the Seller is strictly 12 months unless otherwise stated. Under no circumstances can this warranty be extended and warranties given by the manufacturer, dealer or any other party is expressly excluded from this Contract between the Buyer and the Seller.
- Subject as expressly provided in these conditions and except where the Goods are sold to a person dealing as a Consumer (within the meaning of the Unfair Contract Term Act 1977) all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
- Where the Goods are sold under a Consumer transaction as defined by the Consumer Transactions (Restrictions on Statements) Order 1976 the statutory rights of the buyer are not affected by these Conditions.
- Any claim by the Buyer which is based on shortage or non-delivery or on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 3 working days from the date of delivery or due date for delivery or (where the defect or fault was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
- Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace the Goods (or the part in question) free of charge or, at the Seller's sole discretion, issue a credit note to the Buyer to the value of the price of the Goods (or a proportionate part of the price) but the Seller shall have no further liability to the Buyer.
- In the case of components that require replacement, these shall be to the same capacity or higher and not necessarily of the same specification or manufacturer.
- The Buyer shall take necessary Anti-Static precautions when handling any electronic component. Any damage as a result of improper handling will void any warranty.
- If a faulty item is to be repaired then the Seller may take a reasonable time to effect such repair, which may include the time taken to return it to the original supplier. The Seller shall not be liable for any loss whilst the Goods are being repaired or tested.
- Goods returned to the Seller by the Buyer will remain at the risk of the Buyer unless prior agreement has been reached by both parties. This imparts responsibility to the Buyer to fully conform to the Seller's quality procedures relating to the return of disputed goods by the issue by the Seller of a valid Returns Authorization Number to the Buyer. It is additionally the responsibility of the Buyer to ensure that returned Goods are correctly packaged and all necessary associated documentation is included.
- Except in respect of death or personal injury caused by the Seller's negligence and save where the Buyer is dealing as a Consumer, the Buyer agrees to indemnify, keep indemnified and hold harmless the Seller from and against all costs (including the costs of enforcement), expenses, liabilities (including any tax liability), injures, direct, indirect and consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss), damages, claims, demands, proceedings or legal costs (on a full indemnity basis) and judgments which the Seller incurs or suffers as a consequence of a direct or indirect breach or negligent performance or failure or delay in performance by the Buyer of the terms of the Contract.
- The Seller will not be liable to the Buyer for any failure or delay or for the consequences of any failure or delay in performance of the Contract, if it is due to any event beyond the reasonable control and contemplation of the Seller, including, without limitation, acts of God, war, industrial disputes, protests, fire, tempest, explosion, an act of terrorism and national emergencies and the Seller will be entitled to a reasonable extension of time for performing such obligations.


8. INSOLVENCY OF BUYER:

- This clause applies if:
1. the Buyer makes any voluntary arrangement with their creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
2. an encumbrancer takes possession, or a receiver is appointed of any of the property or assets of the Buyer; or
3. the Buyer ceases, or threatens to cease, to carry on business; or
4. the Seller reasonably apprehends that any of the events mentioned is about to occur in relation to the Buyer and notifies the Buyer accordingly.
- If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.


9. TERMINATION:

- The Seller may by written notice terminate the Contract if the Buyer is in material breach of the Contract or enters in one of the situations described in Condition number 8 or any other arrangements or situations which has a like effect.
- The termination of the Contract howsoever arising is without prejudice to the rights, duties and liabilities of either the Buyer and the Seller accrued prior to termination. The conditions which expressly or impliedly have effect after termination will continue to be in force notwithstanding termination.


10. INTELLECTUAL PROPERTY:

- All intellectual property rights in the Goods belong to the Seller or its licensors absolutely. All intellectual property right created, developed or discovered by the Seller (whether alone or with any other person including the Buyer) in the provision of the Goods or Services shall belong ti the Seller absolutely.
- The Buyer may not:
1. make or distribute copies of the Goods or Services;
2. sell, sub-license or transfer the Goods or Services to any third party:
3. make any public presentation using the Goods or Services or any printed copy of the same without the prior written consent of the Seller.
- All information relating to a company or an individual, which is communicated or generated in the normal course of business, will be subjected to the Data Protection Act (1998).


11. OVERSEAS CUSTOMERS AND EXPORT TERMS:

- Goods supplied to overseas Buyers are supplied FOB (Free On Board) provided that to the extent that the FOB conditions conflict with these terms, these terms shall prevail. Delivery to the Buyer’s UK shipping Agent shall constitute delivery to the Buyer for the purposes of these terms. Unless otherwise agreed by the Company in writing the Buyer shall be responsible for all duties, levies, imports, taxes or other liabilities arising on the exportation of the Goods from the United Kingdom and importation of the Goods overseas.
- In these Conditions "Incoterms" (International Commercial Terms) means the international rules for the interpretation of trade terms of the International Chamber of Commerces in force at date when the Contract is made. Unless the context otherwise requires, any terms or expression which is defined or given a particular meaning by the provision of Incoterms shall have the same meaning in these Conditions, but if there is any conflict between the provisions of Incoterms and these Conditions, the latter shall prevail.
- Where the Goods or Services are supplied for export from the United Kingdom, the provision of these clause 11 shall (subject to any special terms agreed in writing between the Buyer and the Seller) apply notwithstanding any other provisions of these Conditions.
- The Buyer shall be responsible for complying with legislation or regulations governing the importation of the Goods into the country or destination.
- Unless otherwise agreed in writing between the Buyer and the Seller the Goods shall be delivered fob the air or the sea part of shipment and the Seller shall be under no obligation to give notice under Section 32(3) of the Sale of Goods Act 1979.
- The Buyer shall be responsible for arranging for testing and inspection of the Goods at the Seller's premises before shipment. The Seller shall have no liability for any claim in respect of any defects in the Goods which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.
- Payment of all amounts due to the Seller shall be made via electronics bacs, cheque or wire transfer.
- The Buyer undertakes not to offer the Goods for resale in any country notified by the Seller to the Buyer or in respect of a country which the Buyer knows or ought to have known the sale of the Goods is restricted by the manufacturers or the government of such country at or before the time the Buyer's order is placed, or to sell the Goods to any person if the Buyer knows or has reason to believe that that person intends to resell the Goods in any such country.


12. GENERAL:

- Save as set out in the Contract, these Terms and Conditions may only by varied or amended in writing and signed by the Seller.
- The Contract is personal to the Buyer who may not assign, delegate, license, hold on trust or sub-contract all or any of its rights or obligations under the Contract without the Seller's prior written consent.
- The Contract contains all the Terms which the Seller and the Buyer have agreed in relation to the Goods and/or Services and supersedes any prior written or oral agreements, representations or understandings between the parties relating to such Goods and/or Services. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Seller which is not set out in this Contract.
- The parties to the Contract do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.
- For the avoidance of doubt should there be any conflict between the Terms and Conditions of sale set out in this document and any special terms attached to them, then the special terms shall prevail.
- If any provisions of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
- The formation, existence, construction, performance, validity and all aspects whatsoever of the Contract or of any Contract will be governed by English law. The English courts will have exclusive jurisdiction to settle any dispute which may arise out of, or in connection with the Contract. The parties agree to submit to that jurisdiction.


BUYERS DEALING AS CONSUMERS HAVE OTHER RIGHTS GRANTED BY LAW IN ADDITION TO THOSE SET OUT IN THESE TERMS AND CONDITIONS WHICH THE SELLER CANNOT EXCLUDE. THESE TERMS AND CONDITIONS DO NOT AFFECT THOSE OTHER RIGHTS GRANTED BY LAW.




TERMS AND CONDITIONS RELATED TO SUPPLIERS

1. DEFINITIONS:

- "Buyer" means Amelec Ltd, 101 Moreton Street, Chadsmoor, Cannock, Staffordshire, WS11 5HN.
- "Contract" means any contract between the Seller and the Buyer for the sale of the Goods or supply of the Services.
- "Delivery Date" means the date specified on the Order unless otherwise agreed in writing between the Buyer and the Supplier.
- "Goods" means the articles that the Seller supplies to the Buyer under a contract.
- "Price" means the price of the Goods or Services excluding carriage, packing, insurance and VAT.
- "Services" means any services which the Seller provides to the Buyer under a contract.
- "Supplier" means the person, firm or company to whom the Purchase Order is addressed.
- "Terms and conditions" means the terms and conditions of sale set out in this document together with any special terms agreed in writing between the Buyer and the Seller.
- "Working days" means from Monday to Friday.
- "Writing" includes e-mail, Electronic Data Interchange, facsimile, cable transmission and comparable means of communication.


2. ORDER:

- The Buyer agrees to purchase the Goods and/or Services from the Supplier for the Price subject to these terms and conditions and those overleaf.
- Delivery of the Goods and/or Services to the Buyer by the Supplier shall constitute acceptance of this order on these terms and conditions.
- Should there be any inconsistency between this order and any terms and conditions, whether express or implied, contained in the Supplier's quotation, correspondence, agreement, acceptance of this order, invoice or elsewhere, then the terms and conditions of this order shall prevail.
- All Supplier exceptions to these Terms and Conditions, if any, shall be made in writing at the time of confirmation. The Buyer shall have the right to accept or reject any such exception in its sole discretion.


3. TERMINATION OF THE ORDER:

- If the Supplier is in material breach of any term of the order the Buyer may, at its sole discretion, immediately terminate the order by giving notice in writing to the Supplier.
- The Buyer reserves the right to terminate the order for Services, for convenience, at any time upon three months' prior written notice to the Supplier.


4. DELIVERY:

- The Supplier shall deliver the Goods and/or Services to the Buyer at its own expense by the Date Delivery Required to either the Delivery Address or in accordance with the Special Delivery Instructions written by the Buyer. Time shall be of the essence.
- Risk in the Goods will pass to the Buyer on the Buyer's acceptance of delivery.
- Unless otherwise specified in the Special Delivery Instructions, Delivery shall occur when the Goods have been unloaded at the Delivery Address or at other premises specified in the Special Delivery Instructions.
- Deliveries shall be processed according to the Buyer’s instructions. All Goods must be properly packed. Partial deliveries will only be accepted with the Buyer’s advance agreement in writing. Terms of delivery apply from the date that the Order was placed.
- The Supplier shall comply with all applicable regulations or other legal requirements concerning the manufacture, packaging, packing and delivery of the goods.The Order number must be quoted by the Supplier on all delivery notes, invoices, advice notes, correspondence, packing lists and containers.
- In the event that the Supplier fails to deliver an Order within 10 working days after the Order was placed, the Buyer shall have the right to cancel such Order without any obligation on the part of the Buyer. In the event both parties agree in writing to a specific delivery date for an Order, the Order shall be deemed by both the Buyer and the Supplier to have been cancelled if delivery is not made by such agreed-upon delivery date unless otherwise agreed upon by both parties in writing.
- In the event that Goods are delivered to the Buyer in defective condition and/or do not meet the specifications provided to the Supplier, the Buyer shall have the right to choose from among the following remedies:
(i) return said Goods to the Supplier at the Supplier’s sole expense for repair or replacement;
(ii) repair the defect itself at the Supplier’s sole expense and deduct such repair costs from the original price agreed to for said Goods; or (iii) exercise any and all other remedies available to it at law or in equity.
- The repair of defective Goods and/or or the delivery of replacement Goods must be completed within 10 working days of written notification by the Buyer to the Supplier, unless otherwise agreed to in writing by both parties.


5. PRICE AND PAYMENT:

- The Buyer shall not be liable to make payment of the Price to the Supplier until the Buyer has accepted delivery. Payment will be made by the end of the month following the month of delivery against receipt of a properly rendered invoice.
- The price of the goods and the services shall be as stated in the Order and, unless otherwise so stated, shall be:
1. (a) exclusive of any applicable UK value added tax; and
2. (b) exclusive of all charges for packaging, packing, shipping, carriage, insurance and delivery and any duties, taxes or levies other than UK value added tax.
- Payment of the Price and VAT shall be due and payable on the date of the invoice unless credit terms have been specifically agreed in advance. Credit terms may be available subject to status, with payment terms being 60 days net monthly (unless stated otherwise on invoice) from date on invoice.
- No increase in the price may be made (whether on account of increased material, labour or transport costs, fluctuation in rate of exchange or otherwise) without the prior consent of the Buyer in writing
- Unless otherwise agreed, a separate invoice must be rendered for each individual consignment of Goods or performance of Services and all invoices must quote the Order number.
- The Buyer shall be entitled to set off against the price any sums owed to the Buyer by the Supplier.


6. TITLE:

- Title in the Goods will pass to the Buyer on payment of the Price.
- The Buyer may sell the Goods to a third party by way of a bona fide sale in the ordinary course of business.
- Where any of the Goods are sold before title has passed to the Buyer , that sale will constitute sale by the Buyer of the Supplier's property and accordingly the Buyer will hold the proceeds of that sale on trust for the Supplier.


7. WARRANTIES AND INDEMNITY:

- The Supplier warrants to the Buyer that:
1. (a) the Supplier has the right to and shall supply all Goods or Services free from any charges, liens or other encumbrances;
2. (b) all Goods and Services shall correspond strictly with description and other specification supplied or made known to the Supplier and with any sample, shall be in every respect fit for the purpose for which the Buyer has expressly or by implication made known that it requires the same and shall be of satisfactory quality which is also of a standard not less than that of previous supplies (if any) approved by the Buyer;
3. (c) the Goods and Services will be free from defects in design, material, workmanship and performance;
4. (d) all Goods and the performance of any Services shall comply with all current and applicable UK and EC legislation, regulations or other legal requirements;
5. (e) all Services will be performed by appropriately qualified and trained personnel, with due care and diligence and to such high standard of quality as it is reasonable for the Buyer to expect in all the circumstances;
6. (f) the Supplier will at all times maintain insurance with a reputable insurance company against all liability under this contract.
- The Supplier shall indemnify the Buyer in full against all liability, loss, damages, costs and expenses (including legal expenses and consequential or economic loss) suffered by or incurred by the Buyer as a result of or in connection with:
1. (a) breach of any warranty given by the Supplier in relation to the Goods or the Services;
2. (b) any claim that the Goods or Services infringe, or their importation, use, performance or resale, infringes the patent, copyright, database right, design right, trade mark or other intellectual property right of any other person;
3. (c) any liability under the Consumer Protection Act 1987 or similar, equivalent or replacement legislation in respect of the Goods or Services; and
4. (d) any act or omission of the Supplier or its employees, agents or sub-contractors in supplying or delivering the Goods and Services.

- Neither party excludes or limits liability to the other party for fraud or for death or personal injury due to its own negligence or its employees' or agents' negligence whilst acting in the course of their employment or any breach of any obligations implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982.
- Subject always to the provisions of this Clause 7 and save in respect of any claim for indemnification under the same Clause 7, neither party shall be liable to the other for any type of special, indirect or consequential loss including, without limitation, any loss of profit or anticipated savings arising from
1. (a) any breach of its contractual obligations under the Contract; or
2. (b) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract even if such loss was reasonably foreseeable or that party had been advised of the possibility of the other incurring the same.


8. INSOLVENCY OF SUPPLIER:

- If the Supplier being an individual shall at any time become bankrupt or shall have a receiving order made against them or shall make any composition or arrangement with or for the benefit of their creditors, or if the Supplier being a company shall go into liquidation (not being a member's winding up for the purpose of reconstruction or amalgamation) or if a receiver shall be appointed or an encumbrancer takes possession of any of its assets or an administration order is made, or the Purchaser reasonably apprehends any of the foregoing and notifies the Supplier accordingly, the Buyer may set off any payments due hereunder against sums due from the Supplier to the Buyer and:
1. (a) cancel the Contract summarily by notice in writing without compensation to the Supplier; or
2. (b) give any such receiver or liquidator or any other person the option of carrying out the Contract.


9. CONFIDENTIALITY AND INTELLECTUAL PROPERTY:

- All information of a confidential nature imparted by either party to the other or which may be imparted from time to time to the other in connection with the Contract, including but not limited to data of or about customers, drawings, patterns, raw materials, designs, specifications and any information relating to the technical affairs or business or product plans of either party ("Confidential Information") shall be treated as proprietary and confidential to the party disclosing the Confidential Information.
- Neither party shall use or disclose any Confidential Information of the other party without the agreement in writing of the other party except:
1. (a) to the extent necessary to comply with any law or regulation in which event the relevant party shall so notify the other as promptly as reasonably practicable and shall seek confidential treatment of such information;
2. (b) to its auditors, legal advisers and other professional advisers provided that it uses its reasonable endeavours to procure that such persons maintain such confidentiality;
3. (c) in order to enforce its rights under the Contract; and
4. (d) to any person with a bona fide and legitimate interest in such information who enters into a confidentiality agreement including, but not limited to, a prospective purchaser of the Buyer or its business and provided that such person only uses the information for the purpose of such bona fide and legitimate interest.
-The provisions of clause 9 shall not apply to:
1. (a) any information in the public domain otherwise than by breach of the Contract;
2. (b) information obtained from a third party who is free to divulge the same;
3. (c) information that was already known to the receiving party prior to disclosure under the Contract and was not previously acquired by the receiving party from the disclosing party under an obligation of confidentiality or non-use towards the disclosing party;
4. (d) information that can be shown by documentary evidence to have been created by one party to the contract independently from work under the Contract.

- Unless otherwise agreed in writing, all copyright and other intellectual property rights in any products, software, drawing, reports or other documents or data generated, created or produced by the Supplier in the performance of the Contract (including all future rights arising out of such items and any preparatory material) (the "Works") and physical possession of any media upon which such Works are contained shall vest in and be the property of and are hereby assigned to the Buyer. The Supplier hereby waives all moral rights in the Works in so far as they relate to the Buyer, and confirms that it has obtained all waivers of moral rights and consents from any agent or sub-contractor or other third party necessary to comply with its obligations hereunder.
- Where the intellectual property rights in any Works have not, for whatever reason, been assigned to the Buyer, the Supplier hereby grants to the Buyer and its associated companies an irrevocable royalty-free licence to use, copy or modify the Works with a right to sub-license those Works to third parties.
- All information relating to a company or an individual, which is communicated or generated in the normal course of business, will be subjected to the Data Protection Act (1998).


10. OVERSEAS SUPPLIERS:

- Unless otherwise stipulated on these Terms adn Conditions or as modified by the Buyer in writing, Goods covered by this Order shall be shipped "FOB destination", but, if the FOB conditions conflict with these Terms, then these Terms shall prevail. Title to said Goods shall pass to Buyer only upon delivery to Buyer's specified end destination, regardless of risk of loss. Delivery in advance of the specified Buyer's shipping date, however, will not cause passage of title, transfer of risk of loss and/or establish FOB point. Transportation charges on goods delivered FOB destination must be prepaid. No charges for unauthorized transportation will be allowed. Any unauthorized shipment, which will result in excess transportation charges, must be fully prepaid by the Seller. Unauthorized transportation charges not prepaid will be offset by Buyer.
- The Supplier shall be responsible for complying with legislation or regulations governing the importation of the Goods into the country or destination and warrants that all products delivered pursuant to this Order shall have been produced, sold, priced, and delivered to Buyer in compliance with all federal, state, municipal and local laws, rules, regulations, ordinances, and directions existing at the time of delivery.
- In these Conditions "Incoterms" (International Commercial Terms) means the international rules for the interpretation of trade terms of the International Chamber of Commerces in force at date when the Contract is made. Unless the context otherwise requires, any terms or expression which is defined or given a particular meaning by the provision of Incoterms shall have the same meaning in these Conditions, but if there is any conflict between the provisions of Incoterms and these Conditions, the latter shall prevail.
- Where the Goods or Services are imported to the United Kingdom, the provision of these clause 10 shall (subject to any special terms agreed in writing between the Buyer and the Seller) apply notwithstanding any other provisions of these Conditions.
- Payment of all amounts due to the Seller shall be made via electronics bacs, credit cards, cheque or wire transfer.


11. GENERAL:

- Save as set out in the Contract, these Terms and Conditions may only by varied or amended in writing and signed by the Buyer.
- The Contract is personal to the Supplier and the Supplier shall not assign or transfer or purport to assign or transfer to any other person any of its rights or sub-contract any of its obligations under the Contract without the prior written consent of the Buyer.
- The Contract contains all the Terms which the Seller and the Buyer have agreed in relation to the Goods and/or Services and supersedes any prior written or oral agreements, representations or understandings between the parties relating to such Goods and/or Services. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Seller which is not set out in this Contract.
- The parties to the Contract do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.
- For the avoidance of doubt should there be any conflict between the Terms and Conditions of sale set out in this document and any special terms attached to them, then the special terms shall prevail.
- If any provision of the Contract is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Contract and the remainder of the provision in question shall not be affected thereby.
- The formation, existence, construction, performance, validity and all aspects whatsoever of the Contract or of any Contract will be governed by English law. The English courts will have exclusive jurisdiction to settle any dispute which may arise out of, or in connection with the Contract. The parties agree to submit to that jurisdiction.