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Terms and Conditions of Sale

  1. General

    Contracts and orders are accepted by Kore Technology Limited, hereinafter referred to as the Company, subject to the following Conditions of Sale only and no other conditions shall be binding on the Company unless expressly so agreed in writing.

  2. Validity

    Quotations and offers are open for acceptance within 60 days only from date thereof, and are subject to the Company's written confirmation of such acceptance. The right is reserved to withdraw any quotation or offer either verbally or in writing and no liability whatsoever shall be incurred by such withdrawal.

  3. Variations

    1. No variations in the work or goods or services to be supplied shall be made except by agreement in writing between the Company and the Client, but the Company will use all reasonable endeavours to negotiate with the Client any such variations which may be requested by the Client.

    2. The Company reserves the right to amend any design or incorporate any modifications or improvements in the work which may be found necessary.

    3. In the event of variation or suspension of work by the Client's instructions or lack of instructions, the contract price shall be adjusted accordingly.

  4. Permits

    The Client warrants and undertakes to the Company that it has obtained or will obtain all necessary permits, licences and consents (including import and export licences) which may be required to enable the Contract to be performed, or to transfer overseas the goods or services to be supplied to the Client under the Contract and the Client shall indemnify the Company against any loss, expenses or cost incurred or suffered by the Company as a result of any failure on the part of the Client to obtain or maintain in force any permit, licence or consent whether or not such failure shall be due to causes beyond the control of the Client.

  5. Assignment

    The Company may assign, transfer or sub-contract any or all of the duties, obligations and benefits to a third party, at its sole discretion. In this event, the Client shall co-operate in making letters of credit, cheques, bank drafts, or other instruments of payment payable to such a third party, if requested to do so by the Company. The Client may not assign, transfer, sub- contract or in any way make over any of its rights or obligations under the Contract to any third party, without the written consent of the Company.

  6. Performance and Liability

    1. The Company shall not be liable for any delay or failure in the performance of its obligations under the Contract where such delay or failure arises from any cause not within the Company's control including, without limitation, any act of God, war, strikes, riots, lock-outs, labour disputes, fire, flood, tempests, delays in delivery of materials and action by any Government. In the event of any delay in performance arising from any such cause, the period for delivery and/or performance under the Contract shall be extended accordingly.

    2. All drawings, specifications, particulars of weights and dimensions and estimated performance, whether provided by the Company to the Client prior to, on or after the date of the Contract, are approximate only and the Company does not warrant that the equipment actually delivered will correspond exactly to such drawings, specifications or particulars of estimated performance.

    3. The Company does not warrant that the goods or services or any use thereof does not or will not constitute an infringement of any patent or other industrial property right of any third party and no warranty, condition or representation shall be implied, it being accepted that this is the responsibility of the Client.

    4. The Company shall not in any circumstances, notwithstanding anything to the contrary contained in the Contract, be under any liability for any direct, indirect or consequential loss or damage, howsoever caused (other than death or personal injury resulting from the Company's negligence) suffered by the Client as a result of anything done or omitted by the Company in connection with the Contract.

    5. The Client shall indemnify the Company against any liability, other than for death or personal injury, which the Company may be under to any third party as a result of the use of the Goods or services by the Client or anyone acquiring rights to use a report produced as a result of the use of the Goods or services by the Client.

  7. Terms of Payment

    Unless otherwise agreed in writing, the terms of payment are as follows:

    1. Deliveries within the United Kingdom: Payment in full of the balance outstanding, after deduction of any deposits and progress payments, is due fourteen days after delivery is effected.

    2. Export Shipment: Net cash payable in full by an irrevocable letter of credit, confirmed and accepted by a UK bank, payable at sight of shipping documents and permitting part-shipments and trans-shipments.

    3. Stipulations as to time of payments shall be deemed to be of the essence of the Contract.

    4. If payment of the price of any part or instalment thereof is not made on the due date, the Company shall be entitled to charge interest on the outstanding amount at the rate of 2½% per calendar month on a daily basis (and any other costs incurred in relation to the recovery of any sums outstanding shall be for the Client's account).

    5. Without prejudice to any other rights which the Company may have under the Contract, if the Client refuses or neglects to take delivery of any of the goods or services or services, after due notification according to the Contract, then the Client shall pay all reasonable charges for storage or demurrage.

  8. Cancellation and Insolvency

    The Company shall have the right to suspend or terminate the Contract, or any unfulfilled part of the Contract, and to cancel any outstanding delivery and to stop any goods or services in transit and, notwithstanding anything to the contrary contained in the Contract, payment in respect of any delivery made shall be immediately due if the client:

    1. Commits any breach of the Contract which is incapable of remedy, or

    2. Fails to remedy a breach of the Contract which is capable of remedy within fourteen days after receiving notice of breach, or

    3. Commits an act of bankruptcy, has a petition for winding up presented which is not discharged within fourteen days (otherwise than a members' voluntary winding up for the purpose of amalgamation or reconstruction), enters into any arrangement or composition with its creditors or takes or suffers any similar action in consequence of debt.

    The Client shall not cancel an order which has been accepted by the Company without the written agreement of the Company's authorised representative and, if such agreement is given, the Client shall pay to the Company such a sum as it shall consider reasonable in respect of work done and materials supplied or ordered.

  9. Delivery

    1. Delivery shall mean 'delivery ex works', all packing, insurance, carriage taxes and duties shall be for the Client's account except where it is specifically stated that the price quoted in the Contract already includes these items.

    2. The Company shall make every endeavour to adhere to its delivery schedule. Such schedule is not however guaranteed or to be deemed to be of the essence of the Contract and the Company shall in no case be liable for any delay in delivery or any losses resulting directly or indirectly therefrom howsoever caused and any delay in delivery shall not be sufficient cause for cancellation by the Client.

    3. Where no date has been specified for delivery of any goods or services to the Client, the Client shall give the Company all necessary instructions and authorities and generally make all necessary arrangements so that delivery may take place within fourteen days after it has notified the Client that the goods or services are ready for delivery.

  10. Transfer of Risk and Insurance

    Without regard to which party arranges or pays for insurance, the risk in the goods or services shall pass as follows:

    1. Where goods or services are to be delivered by the Company or its carrier to an address in the United Kingdom designated for delivery by the Client, the risk will pass when the goods or services have been so delivered.

    2. For shipments to destinations outside of the United Kingdom, once the goods or services have been delivered free on board a ship or aircraft.

  11. Claims

    All claims for non-delivery of the whole or part of the goods or services shall be submitted in writing to the Company within fourteen days of receipt of an invoice or advice note concerning such goods or services. In the absence of any such claim, the Client shall be deemed to have accepted the goods or services.

  12. Passing of Property

    1. Title to the goods or services shall remain with the Company until full payment for these and other payments due have been received by the Company.

    2. If payment of the total price or other sums is not made on the date, the Company shall have the right, with or without prior notice, at any time to retake possession of the whole or any part of the goods (and for that purpose to go upon any premises occupied by the Client) without prejudice to any other remedies.

  13. Lien

    In addition to any right of lien to which the Company may be law by entitled, the Company shall have a general lien on all goods of the Client in its possession (although such goods or some of them may have been paid for) for the unpaid price of any other goods sold and delivered to the Client by the Company under the same or any other Contract.

  14. Intellectual Property

    The Company shall retain the exclusive property and reserve the copyright in all documents supplied or produced to the Client in connection with any Contract or Tender and it shall be a condition of such supply or production that the contents of such documents and any part thereof shall not be communicated either directly or indirectly to any other person, firm or company without the Company's prior written consent. Furthermore, the rights to all designs and techniques embodied within the goods or services, whether or not represented in drawings, shall remain permanently with the Company. Any invention, discovery or improvement, whether patentable or not, made by the Company, its servants or agents, in connection with the Contract, shall belong wholly and exclusively to the Company.

  15. Installation

    The Company shall not provide the services of an engineer to install, assist or train the Client in the use of the Goods or services supplied under the Contract unless specifically mentioned in the terms of the contract. If, under the terms of the contract, installation is to be provided by the company in the form of an engineer or engineers then the Client shall, without charge to the Company, make available to the Company such personnel and tools as may be necessary for the purpose. In such cases the travel and labour for the company engineer will be provided free of charge but accommodation and subsistence is chargeable at cost.

  16. Warranty

    For a period of six months from the date of delivery, unless stated otherwise in the contract the Company shall, if requested by the Client, repair or replace free of charge for labour and materials any defective components in goods or services designated by the Company. The defective components should be returned to the premises of the Company, carriage and insurance paid. The Company shall pass on to the Client the benefits of any maintenance agreement or warranty given by the original supplier of equipment purchased by the Company for inclusion in the goods or services, to the extent that such benefits are transferable. The Company assumes no liability for maintenance of such equipment. The Company assumes no further or other liability for maintenance beyond that contained in this paragraph.

  17. Confidentiality

    1. Both during and after termination of the Contract, the Company and the Client shall treat secret ideas or information, which are disclosed by the other party, as confidential and shall use their reasonable endeavours to ensure that their respective employees shall treat the same as confidential.

    2. The Client shall not use the Company's name for advertising or promotional purposes, nor shall the Company's reports be disclosed in whole or part outside the Client's organisation, without the Company's prior written approval.

  18. Restriction

    The Client shall not, prior to the completion of the work or within one year thereafter or within one year of the earlier termination of the Contract (as the case may be), enter into or offer to enter into an agreement or arrangement, whether written or oral, with any person who shall have been engaged on the work as an employee of the Company, whereunder such person would carry out on the Client's behalf any work being similar to or arising out of the work or any part of it.

  19. Changes in Terms and Conditions

    1. These conditions shall apply notwithstanding anything contained in any conditions of the Client. This applies even if a waiver relating to the Company's conditions is contained in the Client's conditions unless the Company's written consent has been obtained to such waiver.

    2. These terms and conditions of the Contract may not be altered except by written agreement between the Company and the Client.

  20. Contract Acceptance

    The Contract between the Company and the Client shall not exist until the Client confirms his acceptance of the offer in writing, by letter, fax or purchase order.

  21. Arbitration

    Any dispute or question shall be referred to a single arbiter to be agreed, or failing agreement, to be appointed by the President for the time being of the Institution of Electrical Engineers, and every such reference shall be deemed to be a reference to arbitration within the meaning of the Arbitration Act 1950 or any statutory modification or re-enactment thereof.

  22. Governing Law

    The Contract shall be governed by and construed in accordance with the laws of England and all parties accept the non-exclusive jurisdiction of the Courts of England.


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Last updated: 14 September 2005 20:48

© Kore Technology Limited 2005