Terms & Conditions of Sale

1. Definitions
"The Company" means CMS Peripherals Ltd. "The Customer" means any party to whom the company may agree to sell Goods in accordance with The Company’s standard conditions of sale. "The Goods" means the articles or things any of them or any part or parts of them to be provided by The Company in accordance with The Company’s standard conditions of sale.

2. General
All orders are accepted and Goods supplied subject to the following terms and conditions, warranties and representations, express or implied and statutory or otherwise, except as to title, are hereby excluded. No addition thereto or variation therefrom shall apply unless agreed in writing by the Parties.

3. Orders
The Company reserves the right (without prejudice to any other remedy) to cancel any incomplete order or to suspend delivery in the event of any of The Customer’s commitments with The Company not being met. If an order is cancelled by The Company in the aforementioned circumstances, or is cancelled by a customer then The Customer shall indemnify The Company against all loss, costs (including costs of all labour and materials used and overheads incurred), damages, charges and expenses arising out of the order and the cancellation thereof, (The Company giving credit for the value of any such materials sold or utilised for other purposes). All orders are subject to availability of The Goods.

4. Prices
a. Catalogues, price lists and other advertising literature or material as used by The Company are intended only as an indication of price and range of Goods offered and no price descriptions or other particulars contained therein shall be binding on The Company.
b. All quoted or listed prices are exclusive of Value Added Tax or any other taxes and are based on the cost of The Company supplying The Goods to The Customer and if before delivery of Goods there occurs any increase in any way of such costs in respect of Goods which have not yet been delivered the price payable shall be subject to amendment without notice at The Company’s discretion.

5. Manufacturers' Specification
The Company will not be liable in any respect for any loss or damage caused by or resulting from any variation for whatsoever reason in the Manufacturer’s specifications or technical data and will not be responsible for any loss or damage resulting from curtailment or cessation of supply following such variation. The Company will endeavor to advise The Customer of any such impending variation as soon as it receives notice thereof from the Manufacturer.

6. Carriage & Delivery
Except as in accordance with The Company’s catalogue, prices do not include delivery charges to The Customer, and The Company reserves the right to levy a charge for delivery to any other destination advised by The Customer. Any times quoted for delivery are to be treated as estimates only. Whilst every endeavor will be made to meet these estimates for dispatch The Company shall not be liable in any manner whatsoever for failure to dispatch within the time quoted.

7 . Passing of Risk and Property
a. Risk in The Goods shall pass to The Customer on delivery.
b. Property in The Goods shall remain in The Company until payment in full thereof has been made by The Customer.
c. If payment in full is not made in accordance with The Company’s standard conditions of sale, The Company may require The Customer to return The Goods forthwith and if the requirement is not immediately complied with The Company shall be entitled at any time and without notice to retake possession of the whole or any part of The Goods (and for that purpose to enter the premises occupied by The Customer and sever The Goods from anything they are attached to without being responsible for any damage thereby caused) without prejudice to any other remedy that may be available to The Company.

8. Defects and Use
Save as herein expressly provided and save to the extent that the exclusion or restriction of liability may be prohibited by statute, The Company shall not be liable for any loss of whatsoever nature or to whomsoever or whatsoever caused arising out of the use of The Goods. The Customer shall indemnify The Company against all claims made against The Company by any third party in respect thereof, unless otherwise agreed.

a. Where The Goods are rejected by The Customer for whatsoever reason, The Company will only accept the return of such Goods provided that it receives written notice thereof within three days of receipt of The Goods and provided that The Goods are returned to the company within the same three days. Any refunds will be made at The Company’s discretion less the amount incurred by The Customer for the delivery/ carriage charges both to The Customer from The Company and to The Company from The Customer. All Goods returned must include all original packing and manuals and must be returned in the same condition that it was dispatched to The Customer. Any damage or loss to either The Goods, packaging or manuals will effect the amount of refund to be made.

9. Product Warranties
In the case of defects or faulty workmanship in products or any parts thereof supplied but not manufactured by The Company, The Customer shall not be entitled to receive any greater benefit here under than shall be received by the company under any guarantee or warranty given to The Company by the manufacturers or suppliers thereof. Under warranty The Company will, at its option, either repair or give a replacement of equivalent quality or issue credit to The Customer for any Goods found to be defective because of faulty maintenance by The Company or poor workmanship provided that

a. The Company is notified in writing within 7 days of The Customer first covering any such defects;
b. The Goods have been used in an appropriate manner and/or as prescribed in the operating instructions (if any);
c. The defective Goods are returned to The Company at The Customer’s expense;
d. Examination by The Company of such Goods discloses to its satisfaction that such defect exist and have not been caused by misuse, neglect accident, improper storage installation or handling or by repair or alteration not effected by the company;
e. The Goods not having been modified or repaired otherwise than by The Company or otherwise interfered with and;
f. 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 denies liability.

10. Return of Equipment
The Goods will not be accepted by The Company until a Return number is obtained. All Goods must be returned in their original undamaged packaging with the returns number clearly displayed on the outside of the box. The Goods returned must be in good condition and together with all parts and instruction manuals pertaining to The Goods which are being returned.

11. Contingencies
The Company shall not be responsible for non-performance in whole or in part of its obligations nor under any liability to The Customer in respect thereof wherein such non-performance is due to acts of God, war, insurrection, Government regulations, embargoes, strikes, labour disputes, illness, flood, fire, tempest or any other cause beyond the control of The Company.

12. Consequential Loss and Damage
Save as herein expressly provided The Company shall not be liable for any loss or damage of whatsoever nature or to whomsoever caused arising out of the use of Goods supplied by it. The customer shall indemnify The Company against all claims made against The Company by any third party in respect thereof.

13. Payment
a. Provided that The Customer has been granted credit facilities by The Company, settlement terms are Net 30 days from the date of the invoice. In the absence of credit facilities having been granted by The Company, payment shall be in advance.
b. The Company reserves the right to suspend deliveries where payment is not received in accordance with paragraph (a) of this clause or in accordance with any alternative terms of payment agreed in writing.
c. Where payment is not made in accordance with the terms of sub-clause (a) above hereof The Customer shall pay interest on any unpaid amounts calculated at 3% above Barclay’s Bank Plc’s base rate for the time being in force calculated on a daily basis.

14. Customer Default and Cancellations and  Re-scheduling of Deliveries
a. If the circumstances or status of The Customer changes, for whatsoever reason (e.g. bankruptcy or receivership change of name, litigation by The Company or other parties etc.) The Company reserves the right without prejudice, to cancel or suspend trading with The Customer including orders in progress and to demand immediate settlement in full of all outstanding invoices.
b. Requests by a customer for cancellation or amendment of any order or for the re-scheduling of deliveries will only be considered by The Company if made in writing and shall be subject to the written acceptance of The Company or if cancelled or rescheduled at the request of The Customer, then The Customer shall indemnify The Company against all loss costs (including the cost of labour and materials used and overheads incurred), damages, charges and expenses arising out of the order and the cancellation, amendment or re-scheduling thereof to be calculated at 5% of the value of the order with a minimum of 30 UK pounds.15. Force Majeure
The Company shall not be liable for the cancellation by it of any order or any unfulfilled part thereof or for effecting partial delivery if performance by The Company is prevented or delayed whether directly or indirectly by any cause whatsoever beyond the reasonable control of The Company whether such cause existed or was foreseeable at the date of acceptance of The Customer’s order by The Company or not and without prejudice to the generality of the foregoing any cause shall be deemed to prevent, hinder or delay The Company if The Company is thereby prevented, hindered or delayed from fulfilling other commitments whether to The Customer or to third parties.

16. Non-standard Goods
Unless otherwise agreed The Goods are supplied in accordance with the Manufacturer’s standard specification. The Company reserves the right to increase its quoted or listed price or to change accordingly in respect of any orders accepted for products of non-standard specification and in no circumstances will it consider cancellation of such orders or the return of The Goods.

17. Severability
If and to the extent that any provision or any part of the provision of The Company’s standard conditions of sale is illegal, void or unenforceable for any reason, then such provision or part thereof (as the case maybe) shall be deemed to be severable from the remaining provisions or parts of the relevant provision (as the case maybe) all of which remaining provisions shall remain in full force and effect.

18. Waiver
The waiver by The Company or any breech of any term hereunder shall not prevent the subsequent enforcement of that term and shall not be deemed a waiver of any subsequent breach.

19. Indemnity
a. The company will indemnify The Customer for direct physical injury or death caused by defects in the equipment sold to The Customer or by negligence of The Company’s employees in connection with the performance of their duties under this agreement.
b. In no event shall The Company be liable for indirect or consequential expenses incurred or damages including but not limited to damage caused by loss of data and except as stated in A above The Company disclaims all liability to The Customer for any losses incurred by The Customer as a result of any negligence of other tortious act by The Company, its employees or agents.

20. Legal Construction
These conditions and the contract of which this document relates shall in all respects be construed and operate in accordance with English law.

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