TERMS & CONDITIONS

1. Definitions

In these Terms & Conditions:

1.1. “Buyer” means any Vendor, firm or individual or agent thereof to which the Vendor supplies Goods or Services.

1.2. “Vendor” means Integrated Processing Technologies Limited whose registered office is 8 East Cliff Road, Spectrum Business Park, Seaham, Co Durham, SR7 7PS.

1.3. “Contract” means the contract between the Vendor and the Buyer for the supply of Goods and/or Services, formed in accordance with clause 2 below.

1.4. “Goods” means the products (including any parts or accessories) and/or materials or any of them to be supplied by the Vendor in accordance with the Buyer’s Order.

1.5. “Order” means the order placed by the Buyer on the Vendor for the supply of Goods and/or Services, whether or not by way of acceptance of the Vendor’s quotation.

1.6. “Services” means the services to be supplied by the Vendor in accordance with the Buyer’s Order.

1.7. “Taxes” means every description of tax, duty or levy, whether direct or indirect, payable at any time, and any related interest, penalty, fine or other amount.

2. Formation of Contract

2.1. Each Order or acceptance of a quotation for Goods and/or Services will be deemed to be an offer by the Buyer to purchase such Goods and/or Services in accordance with these Terms & Conditions (as the same may be varied or modified in accordance with clause 2.3 below) and the Contract will be formed when the Order is accepted by the Vendor by way of a written acknowledgement. These Terms & Conditions shall govern relations between the Buyer and the Vendor to the exclusion of any other terms and conditions (including, without limitation, any contained in an Order) which purport to provide that the Buyer’s own terms and conditions shall prevail.

2.2. Except in the case of fraud, the Vendor shall incur no liability to the Buyer for misrepresentation by virtue of any statement made by or on behalf of the Vendor prior to the Contract, whether orally or in any document, including any sales literature, and, save as excepted above, the Buyer shall not be entitled to rescind the Contract on the grounds of any such misrepresentation.

2.3. No variation or modification of these Terms & Conditions or of any Contract formed pursuant thereto shall be valid unless agreed in writing by the Vendor.

2.4. The Vendor shall be entitled to sub-contract all or any of its obligations under any Contract.

3. Quotations

The Vendor’s quotations are given without commitment and no Contract between the Vendor and the Buyer shall arise unless and until the Vendor has accepted in writing an Order. Quotations shall be valid for a period of 30 days from the date of issue or (if different) the period specified with the quotation itself.

4. Prices

4.1 Prices contained in any quotation or in any price list, catalogue or similar shall be those prevailing at the date thereof and are for guidance only. Unless otherwise agreed, the prices of Goods and/or Services to be supplied under any Contract shall be those current at the date of delivery of the Goods and/or performance of the Services, as the case may be.

4.2. Prices do not include Taxes, which will be chargeable in addition at the rate or rates prevailing at whatever is the legally relevant time in respect of Goods or Services, as the case may be.

4.3. Unless otherwise expressly stated in writing by the Vendor, all prices payable must be settled in the currency of the English Realm but if the Vendor agrees to accept foreign currency and does not specify an exchange rate the exchange rate will be that of the Bank of England at the close of business on the day preceding the day on which the Vendor accepts the Purchaser's order.

5. Dispatch and Delivery

5.1. Delivery shall be deemed to occur and the risk of loss of or damage to any Goods shall pass to the Buyer on whichever of the following events occurs earlier:

5.1.1. collection from the Vendor’s premises by or on behalf of the Buyer or by a carrier (whether or not such carrier is the Vendor’s agent or servant) for dispatch to the Buyer or to a location nominated by the Buyer; or

5.1.2. 14 days from the date of a notice given by the Vendor that the Goods are ready for collection or dispatch from its premises.

5.2. For the purpose of international sales of Goods the foregoing description of the transfer of risk means that any Goods will be delivered on an “Ex Works” basis, as that term is defined in current lncoterms. Where any such sale would be eligible for exemption from United Kingdom value added tax (“VAT”) it is the Buyer’s duty to comply with the necessary conditions, such as furnishing the Vendor with its national VAT registration number and/or proof of export from the United Kingdom. If it does not comply with such conditions the Vendor will charge VAT in addition, in accordance with clause 4.2.

5.3. In the event that the Vendor shall at the specific request of the Buyer store the Goods or arrange for the Goods to be dispatched or dealt with otherwise than by collection by the Buyer then the Buyer shall pay the Vendor such reasonable charges as the Vendor may request on account thereof. Without prejudice to the foregoing , if any of the Services are to be provided by a carrier or other third party or the Goods are delivered wholly or partly by a party other than the Vendor, the Vendor shall, in arranging for the provision of the same, act only as the agent of the Buyer and the Buyer shall indemnify the Vendor against any costs, charges or expenses thereby incurred by the Vendor.

6. Rejection of Goods

6.1 The Buyer shall carefully examine the Goods on receipt of the same and shall, by written notice to be received by the Vendor within seven (7) days after receipt, notify the Vendor of any short delivery or over-delivery and/or of any defects discovered therein.

6.2. If the Buyer neglects to serve notice under clause 6.1 then, subject only to its warranty obligations under clause 11, the Vendor shall be discharged from all liability in respect of such defects.

6.3. If the Buyer neglects to serve notice under clause 6.1 of any over-delivery then the Vendor may at its option either repossess the excess Goods or invoice the Buyer for them at the price ruling at the date of delivery.

7. Time for and Form of Delivery

7.1 The Vendor will use reasonable endeavours to deliver the Goods and/or perform the Services in accordance with any time(s) stated in the Contract but time of delivery or performance shall not be of the essence of the Contract. Any such time(s) are provided by way of general information only and in the event of failure to despatch or deliver or perform within such time(s) for any cause, whether within or outside the Vendor’s reasonable control, the same shall not be a breach or repudiation of the Contract nor shall the Vendor have any liability to the Buyer on account thereof, save that the Buyer will be entitled to give 60 days’ written notice to the Vendor requiring delivery of the Goods to be made or performance of the Services to be completed and if the Vendor has not delivered the Goods or completed the Services within that time the Buyer may then cancel the Order and the Vendor will refund to the Buyer any sums paid to the Vendor in respect of that cancelled Order.

7.2. Unless otherwise agreed, the Vendor shall be entitled to deliver Goods and/or perform the Services by a single delivery or by instalments at its option and each instalment shall be deemed to be the subject of a separate contract subject to these Terms & Conditions and, without prejudice to clause 7.1, non-delivery or delay in delivery shall not affect the balance of the Contract nor entitle the Buyer to terminate the same.

7.3. In the event that the Goods shall not have been collected by or on behalf of the Buyer or by a carrier for despatch to the Buyer within 14 days of the Vendor’s written notice pursuant to clause 5.1.2 hereof then the Vendor may at any time thereafter send to the Buyer a further notice informing the Buyer of the Vendor’s intention to sell the same after the expiration of a period of not less than 7 days from the date of the notice and any such sale by the Vendor may be on a forced sale basis. The Buyer shall be liable for the Vendor’s loss, damages, costs and expenses incurred in the sale and the storage of the Goods (which shall be at the risk of the Buyer) and for any shortfall below the Contract price.

8. Force Majeure

The Vendor shall not be liable for any delay or failure in carrying out its obligations hereunder which is caused wholly or partly by any circumstances beyond its reasonable control, including without limitation act of God, delay in transportation, labour disputes, fire, flood, war, accident, action of any government, or inability to obtain adequate labour or materials or manufacturing facilities or energy, and if the delay or failure has continued for a period of 3 months then either party may give notice in writing to the other terminating the Contract and on such termination the Vendor shall refund to the Buyer such portion of the price of the Goods and/or the Services as may exceed the amount due to the Vendor and already paid.

9. Payment

9.1 Unless expressly agreed in writing, payment shall be made in sterling in cleared funds without any deduction, set-off, restriction, condition or deferment on account of any disputes or cross-claims or present or future Taxes whatsoever (unless and to the extent that the Buyer is required by law to make such deduction) on or before the last day of the month following the month of the Vendor’s invoice for the Goods and/or the Services. If full payment is not received by the due date, interest shall accrue on the sum outstanding at the rate of 3% per annum above the base rate of Lloyds TSB Bank pic (as varied from time to time), calculated on a daily basis, but without prejudice to the Vendor’s rights under clause 16 below.

9.2. Time for payment shall be of the essence and in the event of any delay or default in any payment exceeding 7 days the Vendor shall be entitled to suspend delivery of the relevant Goods and/or performance of the relevant Services (and any other Goods and/or Services the subject of any agreed Order) and/or treat the Contract (and any other contract between the Vendor and the Buyer) as repudiated and/or re-sell any of the Goods in its possession, and be indemnified by the Buyer for any loss, damages, costs or expenses incurred by reason of any of the foregoing .

10. Property in the Goods

10.1 The Vendor shall retain absolute ownership of the property in the Goods which shall not pass to the Buyer, and the Buyer shall keep and retain the Goods as bailee for and on behalf of the Vendor and shall deliver up the Goods to the Vendor at the Vendor’s request, until the Vendor has received full payment of the price of the Goods and of any other sums whatsoever which are then due and owing from the Buyer to the Vendor and until such time the Buyer shall:

10.1.1. fully insure the Goods in their full reinstatement value against the usual risks with an insurance office of repute and, whenever requested by the Vendor, produce a copy of the policy of insurance;

10.1.2 store the Goods separately or in some other way ensure that the Goods are readily identifiable as the property of the Vendor;

10.1.3. irrevocably authorise the representatives of the Vendor at any time in circumstances where the provisions of clause 16 may apply to enter the Buyer’s premises where the Goods are or are thought by the Vendor to be stored for the purpose of repossessing the Goods; and

10.1.4. keep and retain the Goods free from any charge, lien or other encumbrance thereon.

10.2.If the Buyer incorporates any Goods within other equipment or products then, provided that the Goods remain readily identifiable and a removable part of such other equipment or products, the provisions of clause 10.1 shall continue to apply.

10.3.The Vendor shall be entitled to exercise a general lien or right of retention over all Goods or any parts thereof in the Vendor’s possession which are the Buyer’s property for any sums whatsoever due to the Vendor and pursuant to such lien or right the Vendor shall be entitled without notice to the Buyer to sell all or any part of such Goods privately or by auction or otherwise and to keep the proceeds of sale in diminution of such sums and of all costs and expenses incurred by the Vendor in effecting the said sales.

11. Warranty

11.1 Subject to clause 11.2, the Vendor warrants that the Goods will be of good materials and workmanship and in performing the Services it will use reasonable skill and care so that, upon the Buyer giving written notice to the Vendor that the Goods have not been supplied and/or the Services have not been performed as aforesaid, if the same be established the Vendor will at its own expense (and at its sole option) either replace or repair such defective Goods or remedy such defaults in the Services. This warranty obligation shall not apply where the Goods have been tampered with, improperly altered, repaired or maintained, installed or connected or subjected to misuse (in each case otherwise than as a result of the Vendor’s own acts or omissions). The Buyer shall at its own cost return the Goods to the Vendor for inspection.

11.2.The Vendor’s warranty shall apply in respect of matters whereof the Buyer gives written notice within 12 months after delivery of the Goods (as defined in clause 5.1) or performance of the Services or 6 months after installation of the Goods (whichever is the shorter period), and any repaired or replacement Goods or re-performed Services will be covered by the same warranty for the unexpired portion of the original 12- or 6-month period, whichever is applicable, after which any claim in respect thereof shall be absolutely barred.

11.3.Except as set out in this clause 11, the Vendor excludes to the fullest extent permissible by law all conditions, warranties and stipulations, express (other than those set out in the Contract) or implied, statutory, customary or otherwise which, but for such exclusion, would or might subsist in favour of the Buyer.

12. Exclusion of Liability

12.1 The Vendor does not purport to limit or exclude its liability (if any) to the Buyer:

12.1.1. for breach of the Vendor’s obligations arising under Section 12 Sale of Goods Act 1979 or Section 2 Supply of Goods and Services Act 1982;

12.1.2. for personal injury or death resulting from the Vendor’s negligence;

12.1.3. under Section 2(3) Consumer Protection Act 1987;

12.1.4. for any matter in respect of which it would be illegal for the Vendor to limit or exclude its liability; or

12.1.5. for fraud.

12.2.Except as provided in clause 12.1, the Vendor will be under no liability to the Buyer whatsoever (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any injury, death, damage or direct, indirect or consequential loss (all three of which latter terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and the like loss) arising out of or in connection with:

12.12.1. any of the Goods, or the manufacture or sale or supply, or failure or delay in supply, of the Goods or performance or failure or delay in performance of the Services by the Vendor or on the part of the Vendor’s employees, agents or sub-contractors;

12.12.2. any breach by the Vendor of any of the express or implied terms of the Contract;

12.12.3. any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and

12.12.4. any statement made or not made, or advice given or not given, by or on behalf of the Vendor.

12.3.Without prejudice to the foregoing, if called upon so to do by the Buyer in writing the Vendor shall use its reasonable endeavours (but without spending undue time and cost and only where practicable) to assign to the Buyer the benefits of any warranty, guarantee, indemnity, claim, privilege or other rights which the Vendor may have from or against manufacturers or suppliers of any goods incorporated in the Goods in relation to the quality, condition or description of such goods.

13. Drawings, Specifications etc.

13.1.All descriptions, drawings, illustrations, particulars of weights and measures, ratings, standards, statements or details or specifications or other descriptive matter, whether or not contained in the Contract, are approximate only. The Goods will be in accordance with the Vendor’s specifications at the time of manufacture and any earlier specifications, drawings, descriptions, illustrations, particulars as to weights and measures, ratings, standards, statements or details shall not form part of the description of the Goods or Services supplied or to be supplied so that the Vendor shall not be under any liability in respect thereof.

13.2.Where Goods are supplied by the Vendor to the Buyer in accordance with the Buyer’s design or specification or where the Vendor shall design items not within its standard range of products at the Buyer’s request no warranty shall be given or implied as to the suitability of such Goods unless the Buyer has made known to the Vendor the particular purpose for which the Buyer is proposing to use the Goods, in which case the Vendor’s warranty in clause 11 shall apply.

14. Inspection and Testing

The Vendor inspects all Goods prior to delivery and where practicable submits them to standard tests at the Vendor’s premises. Special tests or standard tests in the presence of the Buyer or his representative may be undertaken by the Vendor at the request and expense of the Buyer, where agreed in advance with the Vendor, and unless otherwise agreed such tests shall be conducted at the Vendor’s premises.

15. Intellectual Property

15.1 All intellectual property rights in the Goods or any drawings, specifications, designs prepared by the Vendor shall at all times remain vested in the Vendor as the Vendor's absolute property and the Purchaser shall not reproduce or use all or any of them without the Vendor's prior written consent.

16. Termination

If:

16.1 the Buyer shall make default in or commit a breach of the Contract or of any of his obligations to the Vendor; or

16.2. any distress or execution shall be levied upon the Buyer’s property or assets; or

16.3. the Buyer shall make or offer to make any arrangement or composition with his creditors or commit any act of bankruptcy; or

16.4. any petition or receiving order in bankruptcy shall be presented or made against the Buyer; or

16.5. the Buyer is a limited Vendor and any resolution or petition to wind up such Vendor’s business (otherwise than for the purpose of a solvent amalgamation or reconstruction) shall be passed or presented; or

16.6. a receiver of the Buyer’s undertaking, property or assets or any part thereof shall be appointed; or

16.7. the Buyer being a foreign Vendor, any arrangements or events occur under the laws of its country of domicile which have a similar effect to those hereinbefore described, the Vendor shall have the right forthwith to terminate the Contract then subsisting and upon written notice of such termination being given to the Buyer any subsisting Contracts shall be deemed to have been terminated and the Vendor shall be entitled to recover from the Buyer all loss, damages, costs and expenses thereby arising, including but not limited to those under clause 17 hereof.

17. Partial Completion

In the case of partial completion of an Order by reason of any of the events referred to in clauses 8 or 16 the Vendor shall be entitled to payment by way of a quantum meruit for all work done by it, without prejudice to its rights should non-completion be occasioned by the Buyer.

18. Notices

Unless otherwise provided in writing, any written communication or notice under a Contract shall be made or given by sending the same by ordinary prepaid first class letter post, in the case of the Vendor to its current address and in the case of the Buyer to its last known address, and if so sent such communication or notice shall be deemed to be made or given two days after the date when posted.

19. Waiver

Any failure by the Vendor to enforce any or all of its rights provided herein shall not be construed as a waiver of such rights.

20. Contracts (Rights of Third Parties) Act 1999

None of these Terms & Conditions nor any of the terms of a Contract formed pursuant hereto will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any third party.

21. Law and Jurisdiction

These Terms & Conditions and any Contract formed pursuant hereto shall be governed by English law and any dispute arising out of or in connection with the same shall be subject to the non-exclusive jurisdiction of the English courts. If any of these Terms & Conditions or any part thereof is rendered void or unenforceable by any legislation to which it is subject or by any rule of law it shall be void or unenforceable only to that extent