Terms and Conditions of Sale

1. DEFINITIONS
In these Conditions:-
(a) "a Contract" means a contract for sale of goods by the Company to the Purchaser, created in accordance with Clause 3 of these Conditions;
(b) "the Company" means Elektron Components Limited;
(c) "the Purchaser" means according to context, the addressee of a quotation for the sale of goods by the Company and/or the other party to a contract for the sale of goods by the Company;
(d) "goods" means the goods listed in any quotation addressed to the Purchaser and/or the goods supplied by the Company pursuant to any contract of which these Conditions form a part; and
(e) references to the Conditions shall mean references to these terms and conditions as from time to time amended or varied in accordance with 2 below.

2. GENERAL
(a) All quotations are given and all orders are made subject to the Conditions to the exclusion of all other terms and conditions (including any terms and conditions endorsed upon, delivered with or referred to in any purchase order or other document sent by the Purchaser to the Company) and no variation or alteration of these Conditions shall have any effect unless expressly agreed in writing between the Company and the Purchaser.
(b) The Company reserves the right to accept or refuse any order and to cancel any uncompleted order from the Purchaser or to suspend delivery under any such order if the Purchaser fails to observe or perform any of these Conditions.
(c) No waiver by the Company of any breach by the Purchaser of these Conditions and no indulgence granted by the Company to the Purchaser or otherwise shall affect the rights of the Company in respect thereof or in respect of any subsequent such breach.

3. ACCEPTANCE
(a) Unless previously withdrawn, all quotations are open for acceptance for a period of 30 days from the date of quotation. All quotations must be accepted by the Purchaser in writing to create a contract. If the Purchaser's acceptance of a quotation varies or is inconsistent with these Conditions, the acceptance shall constitute a counter-offer by the Purchaser requiring the written acceptance of the Company specifically agreeing to the variation or inconsistency concerned.
(b) All orders for goods placed otherwise than pursuant to a quotation subject to the Conditions shall be deemed to be an offer by the Purchaser to purchase goods pursuant to these Conditions and shall not constitute a contract unless accepted in writing by the Company.
(c) Contracts cannot be cancelled or deliveries postponed nor (save as permitted or required by Condition 10 below) shall any goods be returned without the prior written consent of the Company.
4. PRICES
(a) At any time before delivery of the goods, the Company reserves the right to amend the price quoted by the Company or otherwise being the price in respect of which any order is accepted and to invoice the goods at the Company's prices current at the time of delivery.
(b) Unless otherwise agreed in writing, the prices quoted are exclusive of all taxes (including V.A.T.) paid or payable by the Company which shall be added to the price and be payable by the Purchaser.
(c) The Company reserves the right
(i) to pass on to the Purchaser any transportation and packaging costs incurred by the Company in delivering the goods to the Purchaser's address or the address stated in the Purchaser's acceptance of quotation or the Company's order acceptance; and
(ii) to make an appropriate handling charge on all small orders.

5. DELIVERY
(a) Delivery dates are approximate and delay in delivery shall not give the Purchaser the right to cancel any order unless the Company has accepted in writing a firm delivery date with time being expressed to be of the essence of the contract.
(b) Should delivery of any goods be prevented or delayed by reason of any cause or circumstances beyond the reasonable control of the Company including without limitation any act of God, fire, flood, strike, labour disputes or other industrial action, Government action, emergency conditions, or accident, then the Company shall not be liable for any consequences thereof and reserves the right to cancel the Contract or suspend delivery or extend the time for delivery until such cause or circumstance has ceased, provided that the foregoing shall not prejudice the Company's right to receive payment for goods already delivered to the Purchaser.
(c) The Company reserves the right to deliver goods by installments in any sequence and to invoice each installment separately. Where the goods are delivered by installments, each installment shall be deemed to be purchased under a separate Contract. No default by the Company in respect of one or more installments shall entitle the Purchaser to treat a Contract subject to these Conditions as repudiated, or to damages.
(d) Goods shall be at the Purchaser's sole risk as soon as they have been delivered. The Purchaser shall accept delivery of any consignment of goods after the Company has given notice that such a consignment is ready for delivery, and if delivery of the goods is delayed beyond 48 hours after the giving of such notice because no instructions or inadequate instructions are given by the Purchaser, the goods shall be deemed delivered for the purpose of and in accordance with these Conditions and the price therefore shall become due, and the goods shall thereafter be at the Purchaser's risk and any storage of the same shall be at the Purchaser's risk and expense.
(e) Unless a specific method and manner of transportation of goods in relation to any particular order is agreed in writing between the Company and the Purchaser, goods shall be transported by such method as the Company shall select.
(f) Where it is agreed that goods shall be dispatched to the Purchaser (or as it may have directed) by carrier and provided delivery has not already been effected or deemed effected under these Conditions, delivery to a carrier shall constitute delivery to the Purchaser; and in any event, the Company accepts no responsibility for any damage, shortages or loss in transit of goods which are carried by a carrier. The Purchaser shall be deemed to have accepted the goods (24 hours) after delivery. After acceptance, the Purchaser shall not be entitled to reject any goods which are not in accordance with the contract.
(g) Where products are manufactured specifically to a Purchaser's specification, whether it is for colour, marking, circuit or other reason, the Company reserves the right to dispatch and invoice for a maximum of 5% excess/shortfall at the end of a Contract.

6. PAYMENT
(a) Unless otherwise stipulated by the Company in writing, payment shall be received in cleared funds net, without set-off, counter-claim or deduction, by not later than thirty days following the date of invoice.
(b) If payment is not made in accordance with sub-clause (a) above, or as otherwise stipulated by the Company then (without prejudice to any other right or remedy available) the Company shall be entitled to charge interest on the amount overdue at the rate of 5% per annum above the base rate from time to time of HSBC Bank.
(c) Time shall be of the essence for the purposes of payment of all sums due to the Company hereunder.

7. TITLE
(a) Property and ownership in the goods, notwithstanding delivery of the goods to the Purchaser, shall not pass from the Company until:-
(i) the Company has been paid in full for the goods pursuant to these Conditions; and
(ii) no other sums are then outstanding from the Purchaser to the Company on any account whatever, whether or not such sums have become due for payment.
(b) While property in the goods remains vested in the Company:-
(i) the Purchaser shall, at its own risk, hold the goods solely as bailee for the Company
(ii) the Purchaser shall store and label the goods separately from the other goods in its possession, at no cost to the Company, so that the goods are readily identifiable as the Company's goods;
(iii) the Purchaser shall deliver up the goods on request at any time to the Company and agrees that the Company's servants and Distribution may enter the Purchaser's premises for the purpose of recovering the goods; and
(iv) the Purchaser may dispose of the goods as agent of the Company but shall promptly account to the Company for the proceeds of sale which shall be held by the Purchaser on a fiduciary basis to the extent that the invoiced price of the goods shall remain unpaid.
(c) Any power of sale of the Purchaser given in this Condition 7 shall automatically lapse on the occurrence of any event described in paragraphs (b) and/or (c) of Condition 13(ii) below.
(d) The Company shall be entitled to trace the proceeds of sale of the goods in the event of the Purchaser's default in accounting for such proceeds.
(e) If the Purchaser has not received a payment on the disposal of any of the goods, it shall upon written request by the Company assign to the Company all or any of its rights against its customer in respect of that disposal.

8. WARRANTY
(a) The Company will take all reasonable steps to ensure that the goods are in accordance with any particulars, illustrations or descriptions contained in any catalogue, price list or other document of the Company. The Purchaser:-
(i) remains responsible for satisfying itself that the goods ordered are appropriate to the end product into which the goods are to be incorporated or for the use intended for the goods and
(ii) hereby undertakes to comply with such instructions as may be issued by the Company from time to time concerning any safety precautions or other measures required to be taken in order to ensure that goods do not cause damage or injury to any person (including the Purchaser) or his property, and in the event that such goods are resold by the Purchaser, the Purchaser shall bring such instructions to the attention of the buyer thereof.
(b) Save for any warranty as to title implied by Section 12 of the Sale of Goods Act 1979, the above warranty in Condition 8(a) is the only warranty given by the Company hereunder and no other warranty, guarantee or condition as regards title, quality, fitness for purpose or otherwise whether express implied (statutorily or otherwise) is given and all such other warranties, guarantees and conditions are hereby excluded.
(c) No oral statement or written representation made by any employee or agent of the Company at any time prior to any quotation or contract subject to these Conditions shall be a term of such a quotation and/ or such contract or deemed to be an inducement or collateral contract pursuant to which the Purchaser relied on such a quotation or entered into such contract.
(d) The Company reserves the right at any time before or after an order is placed, to make reasonable amendments to any particulars, descriptions, prices, measurements or specifications contained in its catalogues, prices, lists, brochures and other sales literature and such an amendment shall be binding on the Purchaser.

9. EXCLUSION OF LIABILITY
(a) Except as expressly provided herein, the Company will in no circumstances be liable in contract, tort or otherwise for any consequential damage, loss or expense in respect of any Contract subject to these Conditions or delay in dispatch or delivery or otherwise howsoever caused whether to the Purchaser or to any other person or thing provided that nothing in these Conditions shall restrict or exclude liability for death or personal injury caused by the negligence of the Company or affect the statutory rights of a Purchaser dealing as a consumer (as defined in section 12 of the Unfair Contract Terms Act 1977).
(b) Nothing contained in these Conditions shall exclude or restrict any liability of the Company which may arise under section 12 of the Sale of Goods Act 1979 or Part 1 Consumer Protection Act 1987.

10. COMPLAINTS
(a) The Purchaser shall inspect the goods immediately on delivery thereof and shall have a period of seven days from such inspection to give notice in writing to the Company of any matter or thing by reason whereof the Purchaser alleges that the goods are not in accordance with the contract as subject to these Conditions. If the Purchaser shall fail to give such notice, the goods shall be deemed to have been accepted by the Purchaser.
(b) In the event of a complaint by the Purchaser, the Purchaser shall provide the Company with suitable opportunity to inspect the goods and will if requested by the Company return the goods to the Company at the Purchaser's expense.
(c) If the Company rejects the Purchaser's complaints, it shall notify the Purchaser of its findings in writing. If the Company accepts such complaints, it shall repair or replace the goods which are the subject of the complaint or raise a credit note in favour of the Purchaser to the value of those goods. The Company shall not be liable for any further claims of direct or indirect damage beyond repair, replacement or giving of credit note as aforesaid.

11. INTELLECTUAL PROPERTY
(a) The sale of any goods and the publication of any information on technical data relating to such goods does not imply freedom from patent or other protective rights and the Company accepts no liability for infringement of such rights.
(b) The Purchaser warrants that the designs and specifications (if any) supplied by it to the Company will not involve the infringement of any patent, registered design or other industrial or intellectual property right in the manufacture and sale of the goods.
(c) In the event that goods are used for any purpose other than the purposes for which the goods of the specification in question are normally used, the Company shall have no responsibility for any infringement of any patent, registered design or other industrial and intellectual property rights which arises as a result of the use of the goods for the particular purpose.
(d) The Purchaser shall be responsible for ensuring that its use of the goods complies with all relevant statutes, statutory instruments and regulations having the force of law and shall indemnify the Company and keep the Company indemnified against all claims and liabilities suffered or incurred by the Company as a result of any non-compliance on the part of the Purchaser.
(e) The Purchaser acknowledges the drawings and other documentation and information furnished to it by the Company have been or will be disclosed in confidence and the Purchaser will not without the prior written consent of the Company furnish or cause to be furnished copies of such drawings or documents or details of the information contained in such drawings or documents to any third party.
(f) The copyright and other property in drawings and documents and other information furnished to the Purchaser by the Company is and shall remain the property of the Company or its supplier and the Purchaser shall not without the prior written consent of the Company (and where appropriate that of the copyright owner) alter such drawings or information in any way or make further copies of such drawings or information or use such drawings and/or information for any purpose other than that for which they are provided.
(g) In the event of any claim being made or action being brought against the Purchaser in respect of any infringement of any third party's rights or alleged rights in respect of goods sold hereunder, the Purchaser shall forthwith inform the Company in writing. The Company reserves the right to request and obtain the Purchaser's assistance so as to permit the Company to have conduct of all negotiations and litigation relating to any claim as aforementioned in this Condition 11(g), and the settlement or determination thereof.

12. INDEMNITY
The Purchaser shall indemnify the Company against all damage or injury to any person, firm or company and against all proceedings, charges and expenses for which the Company may become liable in respect of the goods except to the extent that liability therefore has been expressly admitted in these Conditions.

13. TERMINATION
Without prejudice to any rights of the Company, the Company may
(i) close any account(s) and suspend all future deliveries of goods to the Purchaser and/or terminate all or part of any contract subject to these Conditions with the Purchaser without liability on its part; and
(ii) exercise any of its rights pursuant to Condition 7 if:-
(a) the Purchaser shall fail to take delivery of the goods (otherwise than in accordance with the Purchaser's contractual rights) or
(b) commit any breach of these Conditions or
(c) any distress of execution or other legal process is levied upon any of the Purchaser's assets or
(d) the Purchaser shall stop payment, make any arrangements or compositions with his or its creditors or commit any act of bankruptcy or if any petition in bankruptcy is presented against the Purchaser or if (being a limited company) any resolution or petition for the Purchaser's winding-up (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented or if bankruptcy proceedings are commenced or if an administrator, administrative receiver or a receiver or manager is appointed over the whole or any part of the Purchaser's business.

14. NOTICES
(a) Any notice required or desired to be served pursuant to these Conditions shall be delivered by hand or sent by first-class post or facsimile
(i) in the case of notices to the Company at its Melville Court, Splisby Road, Romford, Essex RM3 8SB address (facsimile no. 01708 374616).
(ii) in the case of notices to the Purchaser at the address, facsimile number from which the goods were ordered or if the Purchaser is a company at its registered office; or
(iii) in the case of notices to either party at such other address and/or facsimile number as it shall notify the other in writing.
(b) Any notice sent by post aforesaid within and to destinations in the United Kingdom shall be deemed to have been received two days after the date of its dispatch, and any notice sent by facsimile shall be deemed received at 9 a.m. on the business day (Saturdays, Sundays and public holidays excluded) after the dispatch of the same.

15. SET-OFF AND COUNTERCLAIM
The Purchaser may not withhold payment of or make any deduction from any invoice or other amount due to the Company by reason of any right of set-off or counterclaim which the Purchaser may have or allege to have or for any reason whatsoever.

16. SEVERABILITY
If any provision of this Agreement is or becomes illegal, void or invalid, that shall not affect the legality and validity of the other provisions.

17. WAIVER
No failure to exercise nor any delay in exercising on the part of either party any right of termination or any other right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy. The rights and remedies provided herein are cumulative and not exclusive of any rights or remedies provided by law.

18. ENGLISH LAW
These Conditions and any quotation or contract subject to the same shall be governed by and construed in all respects in accordance with English law.

December 2007