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Terms and Conditions

1. EXTENT OF CONTRACT

a) All quotations are made and all orders are accepted only upon and subject to these Conditions of Sale and which supersede any earlier sets of Conditions and which shall override any terms of conditions stipulated, incorporated or referred to by the party placing this Purchase Order (“the Buyer”) whether in the order or in any negotiations.

b) The relaxation or waiver by Merefield’s Electronics Ltd. (the Seller) of any occasion shall act merely as a waiver on that occasion and shall not affect our right to enforce any of these Conditions on any subsequent occasion.

c) A duly authorised person on behalf of the Seller must confirm any variation of these conditions in writing.

d) Stenographic and clerical errors are subject to correction.

2. QUOTATIONS AND ACCEPTANCE BY SELLER

a) Unless previously withdrawn, every quotation is open for acceptance within seven days only from its date and is subject to approval of Buyer’s credit, but represent no obligation until the Seller accepts the Buyer’s Order.

b) That acceptance will at all times be Subject To Prior Sales. Any order sent to the Seller by the Buyer shall be accepted entirely at the discretion of the Seller and if so accepted, the Seller’s conditions shall apply to the entire exclusion of those of the Buyer contained or referred to in an order form or other documents or correspondence from the Buyer, and no addition, alteration or substitution of these terms shall be binding upon the Seller unless and until expressly accepted in writing by a duly authorised person on behalf of the Seller.

c) Any advice or recommendation given by the Seller or its employees or agent to the Buyer as to storage, application or use of the Goods which is not confirmed in writing by the Seller is followed or acted upon entirely at the Buyers risk and accordingly the Seller shall not be liable for any such advice or recommendation which is not confirmed in writing.

d) Irrespective of any prices quoted by the Seller or listed by the Buyer’s order, an order is accepted only at the prices shown on the Seller’s acknowledgement.

3. TELEPHONE ORDERS

a) The Seller will accept telephoned orders provided the Buyer is able to supply an order reference, has an account with the Seller and such account is up to date.

b) The Seller’s Conditions of Sale will apply to telephone orders and it is a further condition that if the order is duplicated as a result of failure to state clearly Confirmation of Telephone Order on the written confirmation, the Buyer will accept the duplicated shipment or will incur a cancellation charge in accordance with the Conditions of Sale.

4. PRICES

a) All orders are accepted and quotations given at prices then ruling.

b) Prices do not include VAT.

c) The Seller reserves the right to execute orders and prices ruling at the time of despatch.

d) Packing delivery and insurance are charged extra.

e) Prices are quoted ex-works and are subject to change or withdrawal without notice.

f) Prices will be increased in the event of increases in import duty, exchange rates or surcharge, VAT, freight charges, manufacturers prices. Unless otherwise stated prices quoted exclude costs of and ancillary to delivery, taxes, duties, surcharges and VAT payable or assessable on any sale to the Buyer.

g) The Seller reserves the right to amend prices to correct errors or omissions.

5. CARRIAGE AND PACKING CHARGES

a) Carriage will be arranged at the Buyer’s request and expense. Where the Buyer has made no specific request, the Seller will arrange suitable carriage and charge accordingly.

b) Any applicable C.O.D. charges will be added to the price of the goods.

6. DELIVERY

a) Delivery will be ex-works, and goods will be packed to the Seller’s normal specification in non-returnable packing.

b) All delivery time and dates quoted by the Seller are intended as an estimate only and does not form a term of this contract.

c) Where an order includes an agreed delivery date or dates, these may be re-scheduled only with the specific written agreement of the Seller, and in any event a minimum of three months’ prior written notice of any required re-scheduling. Any stockholding costs incurred as a result of any re-scheduling will be payable to the Seller by the Buyer.

d) Whilst every endeavour is made to comply with these dates, the Seller shall have no liability whatsoever to make good any damage or loss whether arising directly or indirectly for any delay in despatch or delivery.

e) The seller reserves the right to deliver by instalments against any order.

f) Non-Delivery must be reported immediately in writing to the Seller and within 7 days of date of invoice to the carrier. Time shall be of the essence.

g) We will replace free of charge goods damaged in transit provided the Buyer gives the seller immediate written notification and photographic evidence of such damage and within 7 days of date of invoice to the carrier. Time shall be of the essence.

h) Buyers outside the UK are responsible at their own expense for obtaining any import licence required in the country for which the goods are destined.

7. SHORT SHIPMENTS

a) If on delivery the shipment appears to be short the Seller should be notified within three days of receipt and the goods held for inspection.

b) Time shall be of the essence.

8. CANCELLATION AND RETURN OF GOODS

a) Cancellation will not be accepted for non-standard items.

b) In the event of the cancellation of an order the Seller reserve the right without prejudice to charge up to 100% for stock held for the Buyer pending shipment, up to 100% for items which the seller cannot cancel delivery from its supplier and up to 50% for the remaining balance.

c) In particular (but without limitation), in the event of cancellation by the Buyer of part only of an order, the Seller shall be entitled to recalculate the price for the un-cancelled part of the order as if it constituted the whole order, and to re-invoice the buyer accordingly.

d) No returns will be accepted without the Seller’s written consent and a valid RMA (Return Material Authorisation) issued by a duly authorised person representing the Seller.

e) Where goods are alleged to be not in conformance with Manufacturer’s published specification, full details must be given and where applicable accompanied by a duly qualified engineers report, and credit (or replacement) will not be issued until defects have been agreed by the manufacturer.

f) In no circumstances will goods, which have been soldered or otherwise used, be considered for credit.

g) Agreed returns must be at Buyer’s expense in original condition and, if tested by the Seller, will be subject to a minimum charge of 15% of invoice price plus VAT.

9. PAYMENT

a) Orders can only be accepted on a payment in advance basis unless the Buyer has an approved credit account.

b) All approved UK accounts are strictly net thirty (30) days from date of Seller’s invoice except where the Seller stipulates Cash With Order (CWO) or Cash On Delivery (COD) terms.

c) Payments for exports from the UK shall be made in the UK through an irrevocable unconditional Letter of Credit established in favour of the Seller and confirmed by a London Clearing Bank. The Letter of Credit shall have an initial validity equal to the delivery period plus one month, permit part shipments and provide for the release on each shipment of 100% of the contract value thereof. No liability to deliver goods shall arise before the Seller receives such a Letter of Credit.

d) The Seller reserves the right at its complete discretion to refuse to establish a credit account for any Buyer and to withdraw established credit account facilities.

e) Any discounts specified by the seller shall apply only where payment is received as indicated above.

f) Payment shall not be withheld on account of any claim by the Buyer against the Seller.

g) The Seller reserves the right to suspend deliveries where payment for any order, related or otherwise, has not been made by the due date and remains outstanding.

h) If at any time any sum of money becomes payable by the Seller to the Buyer under or in connection with the contract or any breach thereof by the Seller, the Seller shall be entitled, in addition to any other rights of set off contra by law, to set off against such sum any amount then due, or which may at any time thereafter become due, to the Seller from the Buyer under the contract or any other contract order or transaction between the Seller (or any such other company) and the Buyer.

i) Without prejudice to the Sellers other rights, interest at 3% above Lloyds TSB Bank Plc base rate shall be payable on any payment which is overdue until actual payment.

j) Notwithstanding any statement to the contrary by the Buyer, the Seller shall be entitled in their absolute discretion to appropriate any payment received from the Buyer to or towards any indebtedness the Buyer has with the Seller whether under this or under any other contract.

10. TITLE

a) Until the Buyer makes payment in full for the goods he shall at all times keep them in his possession and control and shall not remove them from the United Kingdom without the consent of the Seller and will not sell or otherwise dispose of the Sellers deal with the goods.

b) Legal and equitable ownership of the goods shall remain with the Seller, notwithstanding delivery thereof to the Buyer, until cleared funds payment has been received in full of the price of the goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is due.

c) Until such time the Buyer shall have possession of the goods as the Seller’s Bailee.

d) Seller will permit the Buyer to sell the goods on in the ordinary course of business (either separately or as part of constructed products), but in that event the proceeds of sale thereof will be held by the Buyer as the Seller’s trustee to the extent of the Buyer’s indebtedness to the Seller.

e) Pending any such sale, the Buyer will be obliged to keep the goods separate from his own goods until the property therein passes to the Buyer.

11. INTELLECTUAL PROPERTY RIGHTS

a) The Buyer warrants that any design or instruction furnished or given by him shall not be such as will cause the Seller to infringe any letters, patent, registered design or trade mark in the execution of the Buyer’s order.

b) The Seller shall have no liability to the Buyer under any provision hereof if any infringement or claim thereof is based upon the use of goods in other than an application recommended its Manufacturer.

c) The sale of Goods and the publication of any information or technical data relating thereto does not imply, and the Seller gives no warranty or condition whether expressed or implied by statute, at common law or otherwise as to, freedom from infringement of the patent, registered design, trademark, copyright or other intellectual property rights of third parties (whether arising or created before or after the date of delivery of the goods) (“IPR”) in respect of Goods or any particular application thereof or any method in which the Goods are used or disposed of or any combination of the Goods with or into any other product (whether or not supplied by the Seller), whether or not that application, method or combination is the only application in which the Goods can be disposed of or used.

d) The Buyer undertakes to indemnify and keep indemnified the Seller against all royalties, claims, actions, demands, proceedings, losses and costs in connection with any infringement or alleged infringement of any IPR arising out of or in connection with the matters described in paragraphs (a), (b) and (c) above.

12. U.S.A. EXPORT CONTROL REGULATIONS

a) The Seller shall in no circumstances be liable for any damage, loss or claim howsoever occasioned by an act or omission on the part of the Buyer in contravention of any regulations issued by the United States of America’s Government concerning the export of Goods, services or technology.

b) Any Goods supplied by the Seller whose export from the United Kingdom is restricted by any aforementioned regulations shall not be exported by the Buyer without the prior approval of the relevant authorities concerned with the administration of such regulations.

13. GUARANTEE

a) All warranties express or implied statutory or otherwise are excluded.

b) Any defects which under proper use appear in the goods within a period of twelve months (or unless otherwise stated) after delivery and which are due to faulty materials, workmanship or design will be made good by the seller either by repair or, at its option, by replacement provided that the goods or the defective parts thereof are returned to Seller, carriage paid and suitably packaged, within the twelve months period, together with a claim in writing which specifies the date of purchase, and accompanied with an engineer’s report detailing the resulting defect.

c) Software programs are supplied on the strict understanding that Seller does not warrant their functions to be free from defects errors.

d) No goods may be returned for credit unless previously agreed with the Seller. The Seller’s sole obligation and Buyer’s sole remedy under this provision is limited to the cost of repair or replacement of the goods supplied irrespective of the nature of the claims, whether in contract tort or otherwise.

e) All items (including without limitation software programs) added to or incorporated into the Goods by the Buyer must be removed from the Goods prior to return to the Seller. The Seller shall not be liable in respect of any loss or damage resulting from any such items, not so removed being damaged and the return of the Goods by the Buyer will authorise Seller to remove such items from the Goods without liability.

f) Goods returned under this guarantee shall be delivered to the Seller’s premises at the Buyers expense and if found not to be defective (or when the defect is attributable to the Buyer’s design, handling or materials) will be returned to the Buyer at the Buyers expense and subject to a testing charge of 15% of the invoice price together with VAT thereon if applicable.

g) This guarantee is provided by the Seller and accepted by the Buyer in substitution for all express or implied representations conditions or warranties, statutory or otherwise, as to the state quality fitness for purpose or performance of the goods (or materials used in connection therewith) or the standard of workmanship and all such representations conditions and warranties are hereby excluded.

h) The Seller shall not be liable in any way whatsoever whether in contract, in tort, in misrepresentation or under statute or common law or otherwise for any consequential or other loss, damage or injury however caused and whether caused by Seller’s negligence which may arise out of or in connection with the supply of the Goods to the Buyer except for liability which for death or personal injury arising from Seller’s negligence.

i) Under no circumstances will the seller be liable, in contract or otherwise, for any loss, damage, expense or injury of any kind whatsoever consequential or otherwise, arising out of or in connection with the installation, use or failure of the goods sold or of any defect in such goods.

j) No action shall be brought for breach of contract more than one year after accrual of the cause of action.

k) All semi-conductors are covered by their respective manufacturer’s warranty and should be subject to a batch check before use or installation into equipment.

l) The Seller will make every effort to obtain free replacements for defective goods from the Seller’s Principal Suppliers, in accordance with such Suppliers published specifications and terms of business, such defective delivery.

m) This guarantee does not apply to Goods which have been subject to misuse (including static discharge), neglect, accident or modification, or which have been soldered or altered during assembly and are not capable of being tested.

14. FORCE MAJEURE

The Seller shall be relieved of all liability for obligations incurred to the Buyer whenever and to the extent to which the fulfilment of such obligation is prevented, frustrated or impeded in consequence of any statute, rules, regulations, orders or requisitions issued by any government department, council or other duly constituted authority or by reason of any strikes, breakdown of plant, accident, delay in delivery or in performance of any obligations under the contract due in any cause outside the Seller’s control.

15. TERMINATION

If the Buyer commits any breach of the terms and conditions of contract or suffers distress or execution or becomes insolvent or commits an act of bankruptcy or enters into an arrangement or composition with his creditors or is put into liquidation (other than solely for amalgamation, or reconstruction while solvent) or if a receiver or administrator is appointed over any part of the Buyer’s business, the Seller may without prejudice to any rights which may have accrued or which may accrue to it terminate the contract summarily by written notice.

16. VALIDITY

In the event that any of these conditions shall be held to be invalid, unlawful or unenforceable to any extent then such part of these conditions shall be severed from the remaining conditions, which shall continue to be valid and enforceable to the fullest extent permitted by law.

17. LIMITATION OF LIABILITY

Any provision herein to the contrary notwithstanding. IN NO EVENT SHALL THE SELLER BE LIABLE FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND IN NO EVENT SHALL THE LIABILITY OF THE SELLER ARISING IN CONNECTION WITH ANY PRODUCTS SOLD HEREUNDER: (WHETHER SUCH LIABILITY ARISES FROM A CLAIM BASED ON CONTRACT, WARRANTY, TORT -INCLUDING NEGLIGENCE ON THE PART OF THE SELLER- OR OTHERWISE) EXCEED THE ACTUAL AMOUNT PAID BY BUYER FOR PRODUCT DELIVERED, OR EXCEED THE ORDER VALUE CONFIRMED BY THE SELLER AND SUBSEQUENTLY UNABLE TO DELIVER.

Save in the cases of personal injury or death caused by the negligence of the Seller, the Seller shall not be liable in contract, tort (including negligence on the part of the Seller), breach of statutory duty or otherwise for any loss, injury, destruction or damage suffered by the Buyer whatsoever or howsoever arising out of or in connection with the supply of Goods or services by the Seller.

The Seller accepts no liability whether in contract, tort (including negligence on the part of the Seller), breach of statutory duty or otherwise howsoever and whatsoever the cause thereof arising for any loss of use, business profits, contracts revenues or anticipated savings or for any special consequential or indirect loss or damage of any nature whatsoever.

No liability whatsoever shall be incurred by the Seller in respect of any representation made by the Seller or his agents to the Buyer or his agents before the contract was made where such representation related or referred in any way to the correspondence of the Goods to any description or the quality of the Goods or the fitness of the Goods for any purpose whatsoever.

18. LAW

The validity, performance and construction of these terms and conditions and all matters pertaining thereto shall be governed by English Law and the parties irrevocably submit to the jurisdiction of the English courts.

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