Terms and conditions INTERPRETATION 1.1 The definitions and rules of interpretation in this condition apply in these conditions. Buyer: the person, firm or company who purchases the Goods from the Company. Company: AceAxis Limited registered in England No: 05582529. Contract: any contract between the Company and the Buyer for the sale and purchase of the Goods, incorporating these conditions. Delivery Point: the place where delivery of the Goods is to take place under condition 4. Goods: any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them). Services: any services agreed in the Contract to be provided to the Buyer by the Company. 1.2 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it. 1.3 Words in the singular include the plural and in the plural include the singular. 1.4 A reference to one gender includes a reference to the other gender. 1.5 Condition headings do not affect the interpretation of these conditions. APPLICATION OF TERMS 2.1 Subject to any variation under condition 2.3 the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document). 2.2 No terms or conditions endorsed on, delivered with or contained in the Buyers purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract. 2.3 These conditions apply to all the Companies sales and any variation to these conditions and any representations about the Goods or the Services shall have no effect unless expressly agreed in writing and signed by a designated representative of the Company. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Nothing in this condition shall exclude or limit the Companies liability for fraudulent misrepresentation. 2.4 Each order or acceptance of a quotation for Goods and/or Services by the Buyer from the Company shall be deemed to be an offer by the Buyer to buy Goods and/or Services subject to these conditions. 2.5 No order placed by the Buyer shall be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Goods or provides the Services (in whole or in part) to the Buyer. 2.6 The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate. 2.7 Any quotation is given on the basis that no Contract shall come into existence until the Company, dispatches an acknowledgement of order to the Buyer. Any quotation is valid for a period of 30 days only from its date, unless otherwise stated in the quotation and provided that the Company has not previously withdrawn it. DESCRIPTION 3.1 The quantity and description of the Goods and/or the Services shall be as set out in the Companies quotation or acknowledgement of order. 3.2 All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Companies catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods and Services described in them. They shall not form part of the Contract and this is not a sale by sample. DELIVERY 4.1 Unless otherwise agreed in writing by the Company, delivery of the Goods shall take place at the Companies place of manufacture. 4.2 The Buyer shall take delivery of the Goods within 7 days of the Company giving it notice that the Goods are ready for delivery. 4.3 Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time. 4.4 Subject to the other provisions of these conditions the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods or in the performance of the Services (even if caused by the Companies negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 180 days. 4.5 If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licenses or authorisations: 4.5.1 risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Company negligence); 4.5.2 the Goods shall be deemed to have been delivered; and 4.5.3 the Company may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance). 4.6 The Buyer shall provide at the Delivery Point and at its expense adequate and appropriate equipment and manual labour for loading the Goods. 4.7 The Company may deliver the Goods and/or perform the Services by separate installments. Each separate installment shall be invoiced and paid for in accordance with the provisions of the Contract. 4.8 Each installment shall be a separate Contract and no cancellation or termination of any one Contract relating to an installment shall entitle the Buyer to repudiate or cancel any other Contract or installment. NON-DELIVERY 5.1 The quantity of any consignment of Goods as recorded by the Company upon despatch from the Companies place of manufacture shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary. 5.2 The Company shall not be liable for any non-delivery of Goods (even if caused by the Companies negligence) unless the Buyer gives written notice to the Company of the non-delivery within 7 days of the date when the Goods would in the ordinary course of events have been received. 5.3 Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods. RISK/TITLE 6.1 The Goods are at the risk of the Buyer from the time of delivery. 6.2 Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of: 6.2.1 the Goods; and 6.2.2 all other sums which are or which become due to the Company from the Buyer on any account. 6.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall: 6.3.1 hold the Goods on a fiduciary basis as the Companies bailee; 6.3.2 store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Companies property; 6.3.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and 6.3.4 maintain the Goods in satisfactory condition and keep them insured on the Companies behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Buyer shall produce the policy of insurance to the Company. 6.4 The Buyer may resell the Goods before ownership has passed to it solely on the following conditions: 6.4.1 any sale shall be effected in the ordinary course of the Buyers business at full market value; and 6.4.2 any such sale shall be a sale of the Companies property on the Buyers own behalf and the Buyer shall deal as principal when making such a sale. 6.5 The Buyers right to possession of the Goods shall terminate immediately if: 6.5.1 the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or 6.5.2 the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Company and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or 6.5.3 the Buyer encumbers or in any way charges any of the Goods; or 6.5.4 anything analogous to any of the above events occurs under any applicable law. 6.6 The Company shall be entitled to recover payment for the Goods and all other associated costs for the return of the Goods to the Company should the ownership of any of the Goods have not pass from the Company to the Buyer. 6.7 The Buyer grants the Company, its agents and employees an irrevocable license at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyers right to possession has terminated, to recover them. 6.8 Where the Company is unable to determine whether any Goods are the goods in respect of which the Buyers right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by the Company to the Buyer in the order in which they were invoiced to the Buyer. 6.9 On termination of the Contract, howsoever caused, the Companies (but not the Buyers) rights contained in this condition 6 shall remain in effect. PRICE 7.1 Unless otherwise agreed by the Company in writing, the price for the Goods shall be the price set out in the Companies quotation provided prior to acceptance of any order. 7.2 Unless otherwise stated in the quotation the price for the Goods shall be exclusive of any value added tax and all costs or charges in relation to packaging, loading, unloading, carriage and insurance, all of which amounts the Buyer shall pay in addition when it is due to pay for the Goods. PAYMENT 8.1 Subject to condition 8.5, payment of the price for the Goods is due on the last working day of the month following the month in which the Goods are delivered or deemed to be delivered. 8.2 No payment shall be deemed to have been received until the Company has received cleared funds. 8.3 All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision. 8.4 The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer. 8.5 If the Buyer fails to pay the Company any sum due pursuant to the Contract, the Buyer shall be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Barclays Bank plc, accruing on a daily basis until payment is made, whether before or after any judgment. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998. CANCELLATION No order which has been acknowledged by the Company may be cancelled by the Buyer, except with the agreement in writing of the Company and provided that the Buyer indemnifies the Company in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of cancellation RESCHEDULING Buyer may extend the date for the scheduled delivery date of any Product on order without charge, provided Company receives written notice from Buyer at least twenty eight (28) days prior to the scheduled date. Buyer will limit changes to the scheduled delivery date to once per Purchase Order. The new scheduled delivery date may be extended for a maximum of fourteen (14) days QUALITY 11.1 Where the Company is not the manufacturer of the Goods, the Company shall endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to the Company. 11.2 The Company warrants that (subject to the other provisions of these conditions) upon delivery, and for a period of months (specific warranty period is defined in the product quote) from the date of delivery: 11.2.1 The Goods will conform with the specification supplied to the Buyer by the Company on or prior to delivery; 11.2.2 The Services will be carried out with reasonable care and skill. 11.3 The Company shall not be liable for a breach of any of the warranties in condition 11.2 unless: 11.3.1 the Buyer gives written notice of the defect to the Company, and, if the defect is as a result of damage in transit to the carrier, within 7 days of the time when the Buyer discovers or ought to have discovered the defect; and 11.3.2 the Company is given a reasonable opportunity after receiving the notice of examining such Goods and the Buyer (if asked to do so by the Company) returns such Goods to the Company’s place of manufacture at the Company’s cost for the examination to take place there. 11.4 The Company shall not be liable for a breach of any of the warranties in condition 11.2 if: 11.4.1 the Buyer makes any further use of such Goods after giving such notice; or 11.4.2 the defect arises because the Buyer failed to follow the Companies oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or 11.4.3 the Buyer alters or repairs such Goods without the written consent of the Company. 11.5 Subject to condition 11.3 and condition 11.4, if any of the Goods do not conform with any of the warranties in condition 11.2 the Company shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the Company so requests, the Buyer shall, at the Company’s expense, return the Goods or the part of such Goods which is defective to the Company. 11.6 If the Company complies with condition 11.5 it shall have no further liability for a breach of any of the warranties in condition 11.2 in respect of such Goods. 11.7 Any Goods replaced shall belong to the Company and any repaired or replacement Goods shall be guaranteed on these terms for the unexpired portion of the 12 month period. LIMITATION OF LIABILITY 12.1 Subject to condition 4, condition 5 and condition 11, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of: 12.1.1 any breach of these conditions; 12.1.2 any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and 12.1.3 any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract. 12.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract. 12.3 Nothing in these conditions excludes or limits the liability of the Company: 12.3.1 for death or personal injury caused by the Companies negligence; or 12.3.2 under section 2(3), Consumer Protection Act 1987; or 12.3.3 for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or 12.3.4 for fraud or fraudulent misrepresentation. 12.4 Subject to condition 12.2 and condition 12.3: 12.4.1 the Companies total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and 12.4.2 the Company shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract. INTELLECTUAL PROPERTY The specification and design of the Goods (including the copyright, design rights or other intellectual property in them) shall as between the parties be the property of the Company. Where any designs or specifications have been supplied by the Buyer for manufacture by the Company or to the order of the Buyer then the Buyer warrants that the use of those designs or specifications for the manufacture, processing, assembly or supply of the Goods shall not infringe the rights of any third party. ASSIGNMENT 14.1 the Company may assign the Contract or any part of it to any person, firm or company. 14.2 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company. FORCE MAJEURE The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 90 days, the Buyer shall be entitled to give notice in writing to the Company to terminate the Contract. GENERAL 16.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not. 16.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect. 16.3 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract. 16.4 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract. 16.5 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it. 16.6 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts. COMMUNICATIONS 17.1 All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax: 17.1.1 (in case of communications to the Company) to its registered office or such changed address as shall be notified to the Buyer by the Company; or 17.1.2 (in the case of the communications to the Buyer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Buyer set out in any document which forms part of the Contract or such other address as shall be notified to the Company by the Buyer. 17.2 Communications shall be deemed to have been received: 17.2.1 if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or 17.2.2 if delivered by hand, on the day of delivery; or 17.2.3 if sent by fax on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day. 17.3 Communications addressed to the Company shall be marked for the attention of the Chief Executive Officer. 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