STORTECH ELECTRONICS LTD: CONDITIONS OF SALE

2. GENERAL
(a) Every quotation given by the Company constitutes an invitation to the Customer to treat. No contract shall be made until the Company has accepted in writing an order placed by the Customer.
(b) The terms and conditions herein contained shall apply to the contract and no terms or conditions stipulated by the Customer or any other variation should have effect unless agreed in writing by the Company.

3. PRICE
(a) Unless otherwise stated, the price is exclusive of the cost of packing and delivery, and of Value Added Tax.
(b) The price is based on current costs at the date of quotation. The company reserves the right at any time prior to delivery of the goods to adjust the price to take into account of any increase in the costs to it of materials, labour or services of any currency fluctuations which increase the costs to it of goods imported into the United Kingdom.

4. PAYMENT
(a) All accounts are strictly net. Payment by the Customer who has an approved account with the Company must be made within 30 days from the date of the relevant invoice. Payment by other customers must be made in cash on the placing of an order.
(b) Unless otherwise stated no cash or other discount is allowed to the Customer. Any other terms of payment must be agreed in writing.

5. DELIVERY
(a) Any times quoted for delivery are estimates only and the Company shall not be liable for failure to deliver within the time quoted.
(b) Delivery of the goods to the Customer's address or any other place stipulated by him shall constitute delivery to the Customer and the risk therein shall upon delivery pass to the Customer. Section 32 (2) and (3) of the Sale of Goods Act 1893 as amended shall not apply.
(c) The Company will, at its option, either replace or allow credit for any goods proved to its satisfaction to have been lost or damaged in the course of transit provided that in the case of loss if the goods are not received by the Customer within six days from the date of the relevant notice the carrier and the Company must at once be notified in writing and in the case of damage, have been so notified of the nature and extent thereof within three days after delivery.
(d) Unless otherwise agreed in writing, the Company shall be entitled to make partial deliveries or deliveries by instalments and the terms and conditions therein contained shall apply to each partial delivery
(e) Deviations in quantity of the goods delivered (representing no more than 10 per cent by value) from that stated in the contract shall not give the Customer any right to reject the goods or to claim damages and the Customer shall be obliged to accept and pay at the contact rate for the quantity of the goods delivered.

6. TRANSFER OF PROPERTY
(a) Not withstanding the passing of risk in the goods in accordance with Condition 5 (b) legal title to the goods shall remain with the Company until such time as the Company has received payment of the purchase price of the goods and the purchase price of any other goods previously or subsequently supplied by the Company to the Customer whereupon such title shall pass to the Customer.
(b) Until such time as title to the goods shall pass to the customer as aforesaid the Customer shall hold the goods as the fiduciary agent of the Company and shall accordingly remain liable to account to the Company for the goods or if they shall be sold by the Customer (which the Customer shall be entitled to do as fiduciary agent to the Company but as between the Customer and its purchaser only as principal and without creating any relationship disclosed or undisclosed between the Company and such purchaser) for all of the proceeds tangible and intangible (including without limitation insurance proceeds and proceeds of proceeds) thereof.
(c) The Customer shall be trustee for the Company pay such proceeds into a bank account separate from all other bank accounts and monies and assets of the Customer and of third parties. The Customer shall store the goods separate from all goods of the Customer and of third parties and shall identify the goods as the property of the Company.
(d) Until such time as title to the goods shall pass to the Customer (and provided the goods are still in existence and have not been resold) the Company shall be entitled at any time to require the Customer to deliver up the goods to the Company and if the Customer fails to do so forthwith to enter upon the premises of the Customer or any third party where the goods are stored and repossess the goods.
(e) The company may maintain an action for the price notwithstanding that title to the goods may not have passed to the Customer.

7. GUARANTEE
(a) The company will, at its option, either replace, repair or issue credit to the Customer for any goods found to be defective by reason of faulty materials or poor workmanship provided that:
(i) The Company is notified in writing within 7 days of the discovery of any such defects by the Customer and in any event not later than 12 months from the date of delivery;
(ii) The defective goods are returned to the Company accompanied by a Field Failure Report or a letter stating fully the reasons why the goods are believed by the Customer to be defective, transportation charges being prepaid by the customer;
(iii) Examination by the Company of such goods shall disclose to its satisfaction that such defects exist and have not been caused by misuse, neglect, improper installation, improper repair, alteration or accident.
(iv) The Customer shall pay to the Company the cost (as certified by the Company) of any examination of such goods as a result of which the Company does not admit liability; and
(v) This guarantee does not extend to any goods or part thereof sold but not manufactured by the Company. The Company will, so far as possible, pass to the Customer the benefit of any guarantee given to the Company by the manufacturers thereof.
(b) In the case of a consumer transaction this Condition 7 shall not affect the statutory rights of the Customer as defined in the Customer transactions (Restrictions on Statements) Order 1976 (as amended).

8. EXCLUSION OF LIABILITY
(a) Save as expressly provided in Condition 7, the Company shall be under no liability for direct loss arising other than under circumstances within its control. Nor shall the Company be liable for consequential loss arising in the same circumstances.
(b) If it should be held in relation to any claim that paragraph (a) above is not effective the Customer shall be entitled to reject the goods and any damages recovered by the Customer shall be limited to the reasonable cost of remedying the breach of contract provided that the Company shall first be afforded the opportunity of itself carrying out such remedial work, the Customer's address or any other place stipulated by him shall constitute delivery to the Customer and the risk therein shall upon delivery pass to the Customer. Section 32 (2) and (3) of the Sale of Goods Act 1893 as amended shall not apply.
(c) Except where the contract is an international supply contract having the characteristics specified in section 26 of the Unfair Contact Terms Act 1977, nothing contained in this Condition shall exclude or restrict:
(i) Any liability of the Company for breach of its implied undertakings as to title and
(ii) Where the Customer deals as consumer within the meaning of the Unfair Contract Terms Act 1977, any liability of the Company for breach of its implied undertakings as to conformity of the goods with description or a sample or as to their quality or fitness for a particular purpose.

9. FORCE MAJEURE
The company shall not under any liability of whatsoever kind for non-performance in whole or in part of its obligations under the contract due to causes beyond the control either of the Company or of the Company's suppliers including, but not limited to, acts of God, acts of the Consumer or a third party, war, sabotage, insurrection, government regulations, embargoes, strikes, labour disputes, illness, flood, fire, tempest, delay in delivery to the Company or the Company's suppliers or shortage of any goods or materials. In any such event, the Company may, without liability, cancel or vary the terms of the contract including, but not limited to, extending the time for performing the contact for a period at least equal to the time lost by reason of such event.

10. BREACH AND FINANCIAL CONDITIONS
(a) If any of the Customer's obligations to the Company are not fulfilled or if the Customer's financial conditions at any time does not in the Company's unfettered judgement, justify continuance of the contact on the terms of payment specified, the Company may, without prejudice to any other rights it may have, cancel any outstanding order or suspend any deliveries or manufacture of any of the goods unless the Customer makes such payment for any of the goods ordered as the Company may require.
(b) If, inside a period to be determined, an order is cancelled or suspended in whole or in part or payment in whatever proportion is otherwise delayed, the Customer shall indemnify the Company on demand against all losses (including loss of profit), costs (including the costs of all labour and materials used and overheads incurred), damages, charges and expenses (including those incurred in relation to third parties) arising out of the order and the cancellation or suspension thereof (the Company giving credit for the value of such materials sold or utilised for those purposes).

11. INDEMNITY
The Customer shall comply with all instructions of the Company and all legislation in relation to the use, processing, storage and sale of the goods and shall indemnify the Company against any cost, claim, demand, expenses or liability which the Company may incur arising out of or in connection with such use, processing, storage or sale.

12. INDUSTRIAL PROPERTY RIGHTS
If any claim shall arise alleging that the sale, use or any other dealing with the goods infringes trade marks, trade name, patents, copyrights, registered designs or any other industrial property rights of third parties, the Customer shall forthwith notify the Company thereof and give every assistance to the Company in connection with such claim as the Company may reasonably require and shall not itself handle, deal with or compromise any such claim except with the written consent of the company.

13. NOTICES
Any notice to be given hereunder shall be in writing and shall be deemed to have been duly given if sent or delivered to the party concerned at its last known address and shall be deemed to have been served, if sent by post, 48 hours after posting.

14. ASSIGNMENT
The Customer shall not assign or transfer, purport to assign or transfer, the contact or the benefit thereof to any other person.

15. SUB-CONTRACTS
The Company reserves the right to sub-contract the performance of the contract or any part thereof.

16. PROPER LAW AND JURISDICTION
The contract shall be governed by and construed in accordance with English law and the courts of England shall have jurisdiction to hear all disputes in connection with the contract.

17. HEADINGS
The headings of these conditions are for convenience only and shall have no effect on the interpretation thereof.