>Terms and conditions of sale

1. GENERAL. This acceptance of your order is upon the following terms and it is the exclusion of all other terms and conditions.

2. ACCEPTANCE. Sufficient information to enable us to proceed with the order forthwith must be provided otherwise we are to be at liberty to amend the prices to cover any increase in cost which has taken place after acceptance. Any samples submitted may be required to be returned to our Works, carriage paid, within one month from the date of despatch, or paid for.

3. LIMITS OF CONTRACT. Our acceptance includes only such goods, accessories and works as are specified therein.

4. DRAWINGS ETC. All descriptive and forwarding specifications, drawings and particulars of weight and dimensions submitted to you are accurate to our best knowledge and belief and the descriptions and illustrations contained in our catalogues, price lists and other advertisement matter are intended merely to present a general idea of the goods described therein and non of these shall form part of the contract.

5. TESTS. Our manufactured goods are carefully inspected and where practicable submitted to our standard tests at our Works before despatch. If special tests other than those specified by us, or tests in the presence of you or your representative are required, these unless otherwise agreed, must be made at our Works and will be charged for extra and in the event of any delay on your part in attending such tests after seven days notice that we are ready, the tests will proceed in your absence and shall be deemed to have been made in your presence.

6. PERFORMANCE. Any performance figures given by us are based upon our experience and are such as we expect to obtain on tests. We will however accept no liability if those figures are not obtained unless we specifically guarantee them under an agreed sum, as liquidated damages and a bonus, subject to the recognised tolerance and rejection limits applicable to such figures. We are to be given reasonable time and opportunity to comply with the terms of the Guarantee before you call upon us to pay any sum in respect of such liquidated damages. If we fail so to comply, you may reject the goods and we will repay to you any sum paid by you to us on account of the contract price thereof. If the tests under Clause 5 are carried out at our Works, such rejection must take place before despatch. You assume responsibility for the capacity and performance of the goods being sufficient fit and suitable for your purchase.

7. DELIVERY RISK AND PASSING OF TITLE. Unless otherwise specified the price quoted includes delivery. Delivery in this context is deemed to mean the transport of goods or equipment to a normal delivery point (door or off-loading bay) at ground level to which normal transport has ready access. We do not undertake the off-loading of goods or equipment or the reimbursement of the cost of unloading. Risk will pass to you when the goods or equipment reach normal delivery point on the transport provided by us. Unless otherwise agreed the ownership of the goods shall not pass to you until payment in full has been made of all sums due under this contract. We reserve the right and you authorise us to enter on the premises where the goods are installed to recover possession of the goods in the event that payment is not made to us.

8. COMPLETION AND LIABILITY FOR DELAY. Any times quoted for delivery or completion are to date from receipt by us of your written order and of all necessary information and drawings to enable us to put the work in hand. All such times are to be treated as estimates only and we shall not be liable for any delay in delivery or any failure to deliver where the same is caused by lack of instructions from you or by any cause beyond our reasonable control including (without prejudice to the generality of this clause) industrial disputes at our works or elsewhere, weather conditions, fire, accidents, breakdowns, shortages of labour or materials or failure to deliver or complete by our suppliers or sub-contractors.

9. TERMS OF PAYMENT. Unless otherwise agreed for approved accounts are, goods up to and including a total of £1000 net cash payable by the 20^th of the month following month of delivery. For goods valued over £1,000, 40% cash plus VAT with order, 50% plus VAT payable prior to despatch, remainder inclusive of VAT by the 20^th of the month following month of delivery.

10. LIABILITY FOR ACCIDENTS AND DAMAGE. Except in relation to death or bodily injury or any loss or damage to any property (including land) our liability in respect of any defects in any goods supplied or for any delay in delivery or failure to deliver (unless excused under clause B) shall be limited as follows:

(a) Our total liability for any loss or damage shall not exceed£50,000.00.

(b) We shall not be liable to you for any loss of profits or of contracts or for other consequential loss.

(c) Written notice must be given to us no later than 12 months from the date of the occurrence giving rise to any loss or damage.

Except as provided in this clause and without prejudice to the maintenance guarantee given in clause 11 we shall have no further or other liability to you and all warranties and conditions express or implied by statute at common law or in equity are hereby excluded.

11. MAINTENANCE GUARANTEE. We will make good by replacement or repair defects which appear in the goods supplied under proper use and which arise solely from faulty design materials or workmanship within a period of 12 months after such goods have been taken over or been deemed to have been taken over under clause 7. Defective parts shall be returned free to our works unless otherwise arranged. The repaired or new parts will be delivered free. In respect of goods not of our manufacture we will give you a guarantee equivalent to the guarantee (if any) which we may have received from the supplier of such goods in respect thereof but not so as to impose on us in respect of such goods a liability greater than that imposed on us by the preceding paragraph of this clause. A complaint in respect of alleged defective goods shall not be the ground for withholding payment by you of your account and shall not give you any right of set-off against payments due from you to us.

12. PATENTS. We will indemnify you against any claim of infringement of Letters Patent or Registered Design (published at the date of contract/order) by use or sale of any article or material supplied by us to you and against all costs and damages which you may incur in any action for such infringement or for which you may become liable in any action. Provided always that this indemnity shall not apply to any infringement which is due to our having followed a design or instruction furnished or given by you or to the use of such article or material in a manner or for a purpose or in a foreign country not specified by or disclosed to us. And provided also that this indemnity is conditional on your giving to us the earliest possible notice in writing of such claim being made or action threatened or brought against you and on your permitting us at our own expense to conduct any litigation that may ensue and all negotiations for a settlement of the claim. You on your part warrant that any design or instructions furnished or given by you shall not be such as will cause us to infringe any Letters Patent, Registered Design or Trade Mark in the execution of your order.

13. SUSPENSION ETC. OF CONTRACT. We reserve the right to suspend, delay or terminate any contract or to require payment in advance if you are in breach of any of your obligations towards us, if you suffer execution or distress to be levied upon any of your property or if (being an individual) you become bankrupt or make any arrangement with your creditors or (being a company) enter into liquidation (whether compulsory or voluntary) or shall have a receiver or an administrative receiver appointed of all or any or your assets. Upon occurrence of any of the above events we shall (in addition to our right to recover from you all sums due to us) have the right to recover or deduct or set off the amount to any loss, damage or expense incurred by us by reason of your breach and (in the case of termination of any contract) the right to recover any goods supplied and to retain or sell them.

14. WASTE ELECTRICAL AND ELECTRONIC EQUIPMENT REGULATIONS 2006 (the "Regulations"). “A”. The Purchaser shall be responsible for the costs of collection, treatment, recovery and environmentally sound disposal of the Product and Replaced Product in accordance with the Regulations. “B”.The Purchaser shall not dispose of the Product or the Replaced Product other than in accordance with the Regulations. “C”.The Purchaser agrees to indemnify and keep indemnified SiTEK Labelling Systems from and against any and all loss damage or liability (whether criminal or civil) suffered and legal fees and costs incurred by SiTEK Labelling Systems resulting from a breach of this clause. Definitions: "Replaced Product" - any product that is intended to be replaced by the Product.

15. LEGAL CONSTRUCTION. The laws of England shall govern the validity construction and performance of this contact and you agree to submit to the jurisdiction of the English Courts.

16. Unless otherwise agreed in writing any visit to a Customers site to commission install or repair any equipment supplied by SiTEK Labelling Systems will be chargeable at current prices.

17. The purchaser should sign the carriers receipt note “Goods received unexamined”. If goods sent carriage forward are found to have been damaged a claim should be made against the carriers, as we take no responsibility. In cases where we pay carriage, an damage should be reported to us forthwith, as unless a claim is made on the carriers within three days no responsibility will be accepted and we therefore cannot make ourselves responsible. In any case our responsibility is limited to that which the carriers will accept.