PHOSPHOR TECHNOLOGY LIMITED(“the Seller”)
STANDARD CONDITIONS OF SALE
1
1.1

1.2
1.3

Interpretation
In these Conditions:‘BUYER’ means the person who accepts a quotation of the Seller for the sale of the Goods or whose order for the Goods
is accepted by the Seller.
‘GOODS’ means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply inaccordance with these Conditions.
‘CONDITIONS’ means the standard terms and conditions of sale set out in this document and (unless the context
otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller‘CONTRACT’ means the contract for the purchase and sale of the Goods.
‘WRITING’ includes telex, cable, facsimile transmission and comparable means of communication.
'INTELLECTUAL PROPERTY RIGHTS" includes patents, trademarks, service marks, registered designs, applications
for any of the foregoing, copyright, design rights, know-how, confidential information, trade and business names and anyother similar protected rights in any country.
Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as
amended, re-enacted or extended at the relevant time.
The headings in these Conditions are for convenience only and shall not affect their interpretation.

7.5

The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods
which remain the property of the Seller, but if the Buyer does so all money owing by the Buyer to the Seller shall(without prejudice to any other right or remedy of the Seller) forthwith become due and payable.

8
8.1

Warranties and liability
Subject to the conditions set out below the Seller warrants that the Goods will correspond with their specification at thetime of delivery and will be free from defects in material and workmanship for a period of 3 months from delivery.
The above warranty is given by the Seller subject to the following conditions:
the Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or
specification supplied by the Buyer;
the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence,
abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in writing), misuse or alteration
or repair of the Goods without the Seller’s approval;
the Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total
price for the Goods has not been paid by the due date for payment;
the above warranty does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which
the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to theSeller.
subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer(within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statuteor common law are excluded to the fullest extent permitted by law.
Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on
Statements) Order 1976) the statutory rights of the Buyer are not affected by these Conditions.
Any claim by the Buyer which is based on any defect in the quality or conditions of the Goods or their failure tocorrespond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 7days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within areasonable time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the Seller
accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or
failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of theGoods or their failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shallbe entitled to replace the Goods (or the part in question) free of charge or, at the Seller’s sole discretion, refund to the
Buyer the price of the Goods (or a proportionate part of the price), but the Seller shall have no further liability to the
Buyer.
The Seller shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty,
condition or other term, or any duty at common law, or under the express terms of the contract, for any indirect, special orconsequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation
whatsoever (whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or inconnection with the supply of the Goods or their use or resale by the Buyer, and the entire liability of the Seller under orin connection with the contact shall not exceed the price of the Goods, except as expressly provided in these Conditions.
The Seller shall not be liable to the Buyer for any claims arising directly or indirectly within North America and/or
Canada in connection with the Goods. The Buyer shall take out and maintain in full force and effect adequate public
liability insurance in respect of the liability of both Buyer and Seller for death or injury to any person or loss or damage
to any property arising within North America and/or Canada in connection with the Goods and shall procure that the
Seller is named as a co-insured on such policy of insurance and shall provide a copy of such policy of insurance to theSeller at the Seller's request. The Buyer shall indemnify the Seller for all losses incurred by the Seller as a result of
Buyer's non compliance with this clause 8.8.
Nothing in this clause 8 shall be construed as excluding the Seller's liability for death and personal injury to any person
arising from the Seller's negligence.
The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay inperforming, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure wasdue to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing thefollowing shall be regarded as causes beyond the Seller’s reasonable control:
Act of God, explosion, flood, tempest, fire or accident;
war or threat of war, sabotage, insurrection, civil disturbance or requisition;acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental,
parliamentary or local authority;
import or export regulations or embargoes;
strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third
party);
difficulties in obtaining raw materials, labour, fuel parts or machinery;
power failure or breakdown in machinery.

8.2
8.2.1
8.2.2

8.2.3
8.2.4

8.3
2
2.1

2.2
2.3

2.4

2.5

3
3.1
3.2

3.3
3.4

3.5

3.6

4
4.1

4.2

4.3

4.4
5
5.1

5.2

5.3
5.3.1
5.3.2

5.3.3

6
6.1

6.2

6.3

6.4

6.5

6.5.1
6.5.2

7
7.1
7.1.1
7.1.2
7.2

7.3

7.4

Basis of the Sale
The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of the Seller whichis accepted by the Buyer, or any written order of the Buyer which is accepted by the Seller, subject in either case to these
Conditions, which shall govern the contract to the exclusion of any other terms and conditions subject to which any suchquotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer.
No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of theBuyer and the Seller.
The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmedby the Seller in Writing. In entering into the Contract the Buyer acknowledges that it does not rely on any such
representations which are not so confirmed.
Any advice or recommendations given by the Seller or its employees or agents to the Buyer or its employees or agents as
to the storage, application or use of the Goods which is not confirmed in Writing by the Seller is followed or acted uponentirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation
which is not so confirmed.
Any typographical, clerical or other error or omission in any sales literature, quotation, price list , acceptance of offer,invoice or other document or information issued by the Seller shall be subject to correction without any liability on thepart of the Seller.
Orders and specifications
No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in Writing by
the Seller’s authorised representative.
The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicablespecification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within asufficient time to enable the Seller to perform the Contract in accordance with its terms.
The quantity, quality and description of and any specification for the Goods shall be those set out in the Seller’s quotation(if accepted by the Buyer) or the Buyer’s order (if accepted by the Seller).
If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a
specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses
awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of
any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights
of any other person which results from the Seller’s use of the Buyer’s specification.
The Seller reserves the right to make any changes in the specification of the Goods which are required to conform withany applicable statutory or EC requirements or, where the Goods are to be supplied to the Seller’s specification, which do
not materially affect their quality or performance.
No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of
the Seller and on terms that the Buyer shall indemnify the Seller in full against all lost (including loss of profit), costs(including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result ofcancellation.
Price of the goods
The price of the Goods shall be the Seller’s quoted price or, where no price has been quoted (or a quoted price is nolonger valid), the price listed in the Seller’s published price list current at the date of acceptance of the order. Where t heGoods are supplied for export from the United Kingdom, the Seller’s published export price list shall apply. All prices
quoted are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by the
Seller without giving notice to the Buyer.
The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods
to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without
limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs oflabour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods
which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give theSeller adequate information or instructions.
Except as otherwise stated under the terms of any quotation or in any price list of the Seller, and unless otherwise agreed
in Writing between the Buyer and the Seller, all prices are given by the Seller on an ex works basis, and where the Seller
agrees to deliver the Goods otherwise than at the Seller’s premises, the Buyer shall be liable to pay the Seller’s charges
for transport, packaging and insurance.
The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Seller.
Terms of payment
Subject to any special terms agreed in Writing between the Buyer and the Seller, the Seller shall be entitled to invoice
the Buyer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by
the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to
invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collectionor (as the case may be) the Seller has tendered delivery of the Goods.
The Buyer shall pay the price of the Goods without any deduction within 30 days of the date of the Seller’s invoice, andthe Seller shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property
in the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the contract.
Receipts for payment will be issued only upon request.
If the Buyer fails to make any payment on the due date then without prejudice to any other right or remedy available to
the Seller, the Seller shall be entitled to:cancel the contract or suspend any further deliveries to the Buyer;
appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract
between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer);andcharge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of 3 per cent per annum
above Barclays Bank base rate from time to time, until payment in full is made (a part of a month being treated as a fullmonth for the purpose of calculating interest).
Delivery
Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller’s premises at any time after the
Seller has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by the
Seller, by the Seller delivering the Goods to that place.
Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay indelivery of the Goods however caused. Time for delivery shall not be of the essence of the Contract unless previously
agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the quoted delivery date upongiving reasonable notice to the Buyer.
Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the
Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer inrespect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
If the Seller fails to deliver the Goods (or any instalment) for any reason other than any cause beyond the Seller’s
reasonable control or the Buyer’s fault, and the Seller is accordingly liable to the Buyer, the Seller’s liability shall belimited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those
not delivered over the price of the Goods.
If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time statedfor delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s
fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may:store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; orsell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses)
account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the priceunder the Contract.
Risk and property
Risk of damage to or loss of the Goods shall pass to the Buyer:in the case of Goods to be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that theGoods are available for collection; orin the case of Goods to be delivered otherwise than at the Seller’s premises, at the time of delivery or, if the Buyer
wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these conditions, the property in
the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment 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 then due. The intellectual
property rights in the Goods shall remain the property of the Seller at all times.
Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary
agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored,
protected and insured and identified as the Seller’s property, but shall be entitled to resell or use the Goods in theordinary course of its business.
Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and havenot been resold), the Seller shall be entitled at any time to require the Buyer to delivery up the Goods to the Seller and, if
the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored
and repossess the Goods.

8.4
8.5

8.6

8.7

8.8

8.9
8.10

8.10.18.10.28.10.38.10.48.10.58.10.68.10.7
9
9.1

9.1.1
9.1.2
9.1.3
9.1.4

9.1.5

9.1.6

10
10.1
10.1.110.1.210.1.310.1.4
10.2

11
11.1

11.2

11.3
11.4

11.5

12
12.1

12.2
12.3

12.4

12.5
12.6
12.7

Indemnity
If any claim is made against the Buyer that the Goods infringe or that their use or resale infringes the patent, copyright,
design, trade mark or other industrial or intellectual property rights of any other person, then unless the claim arises fromthe use of any drawing, design or specification supplied by the Buyer, the Seller shall indemnify the Buyer against all
loss, damages, costs and expenses awarded against or incurred by the Buyer in connection with the claim, or paid oragreed to be paid by the Buyer in settlement of the claim, provided that:
the Seller is given full control of any proceedings or negotiations in connection with any such claim;
the Buyer shall give the Seller all reasonable assistance for the purposes of any such proceedings or negotiations;
except pursuant to a final award, the Buyer shall not pay or accept any such claim, or compromise any such proceedings
without the consent of the Seller (which shall not be unreasonably withheld);the Buyer shall do nothing which would or might vitiate any policy of insurance or insurance cover which the Buyer may
have in relation to such infringement, and this indemnity shall not apply to the extent that the Buyer recovers any sums
under any such policy or cover (which the Buyer shall use its best endeavours to do);the Seller shall be entitled to the benefit of, and the Buyer shall accordingly account to the Seller for, all damages andcosts (if any) awarded in favour of the Buyer which are payable by, or agreed with the consent of the Buyer (whichconsent shall not be unreasonably withheld) to be paid by, any other party in respect of any such claim; andwithout prejudice to any duty of the Buyer at common law, the Seller shall be entitled to require the Buyer to take such
steps as the Seller may reasonably require to mitigate or reduce any such loss, damages, costs or expenses for which theSeller is liable to indemnify the Buyer under this clause.
Insolvency of buyer
This clause applies if:
the Buyer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or(being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes ofamalgamation or reconstruction); oran encumbrance takes possession, or a receiver is appointed, or any of the property or assets of the Buyer; orthe Buyer ceases, or threatens to cease, to carry on business; or
the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer andnotifies the Buyer accordingly.
If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall beentitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, andif the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding
any previous agreement or arrangement to the contrary.
Export terms
In these Conditions ‘Incoterms’ means the international rules for the interpretation of trade terms of the International
Chamber of Commerce as in force at the date when the Contract is made. Unless the context otherwise requires, any
term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same
meaning in these Conditions, but if there is any conflict between the provisions of Incoterms and these Conditions, thelatter shall prevail.
Where the Goods are supplied for export from the United Kingdom, the provisions of this clause 11 shall (subject to any
special terms agreed in writing between the Buyer and the Seller) apply notwithstanding any other provision of these
Conditions.
The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods
into the country of destination and for the payment of any duties on them.
Unless otherwise agreed in Writing between the Buyer and the Seller, the Goods shall be delivered FOB the air or sea
port of shipment and the Seller shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act
1979.
The Buyer shall be responsible for arranging for testing and inspection of the Goods at the Seller’s premises before
shipment. The Seller shall have no liability for any claim in respect of any defect in the Goods which would be apparent
on inspection and which is made after shipment, or in respect of any damage during transit.
GeneralAny notice required or permitted to be given by either party to the other under these conditions shall be in Writing
addressed to that other party at its registered office or principal place of business or such other address as may at therelevant time have been notified pursuant to this provision to the party giving the notice.
No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent
breach of the same or any other provision.
If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in partthe validity of the other provisions of these Conditions and the remainder of the provision in question shall not beaffected.
Any dispute arising under or in connection with these Conditions or the sale of the Goods shall be referred to arbitration
by a single arbitrator appointed by agreement or (in default nominated on the application of either party by the President
for the time being of the Law Society in England.
The Contract shall be governed by the laws of England, and the Buyer agrees to submit to the non-exclusive jurisdictionof the English courts.
No term of this Agreement is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who
is not a party to it.
This Agreement is the entire agreement between the parties on the subject matter contained herein and supersedes all
non-fraudulent representations, communications and prior agreements (oral or written)