1. Contract
1.1 All quotations given, orders accepted and contract entered into by USystems ('USystems') with any person (the 'Customer') for supply of goods ('Goods') are subject to these conditions of sale ('Conditions'). All other terms and conditions whether expressly stipulated by the Customer or implied by trade custom, course of dealing or otherwise are excluded. No variation to these conditions will be effective unless agreed in writing by an authorised representative of USystems
1.2 Quotations issued by USystems are not offers to supply Goods capable of acceptance by the Customer.
1.3 Any order issued by the Customer shall constitute an offer to purchase the Goods specified in the order. Orders submitted by non-UK customers must be accompanied by payment in sterling (or other currency agreed by USystems in writing) of the price quoted for the Goods, or in the absence of a quotation, the price stated in USystems' current price list.
1.4 USystems may accept the Customers' order by issuing an order acknowledgement. In the event that the Customer requests amendments to the description of the Goods set out in the order acknowledgment issued by USystems, such amendments may be accepted at USystems discretion by sending to the Customer an order acknowledgment endorsed 'Amended'. The quantity, quality and description of and any specification for the Goods shall be as set out in the order acknowledgement, or amended order acknowledgement, if any, issued by USystems.
1.5 USystems may establish credit limits for any Customer based on available information and will notify Customers of any applicable limit and revisions to such limit. USystems may, at its discretion, refuse to accept an order or release Goods if to do so would or might result in the credit limit for the Customer being exceeded.
2. Price and Payment
2.1 Any prices quoted prevail over prices stated in USystems' price list and unless withdrawn remain valid for 30 days. The price of Goods shall be the price quoted by USystems or in the absence of a valid quotation, the price stated in USystems' price list current at the date of acceptance under Clause 1.4.
2.2 All prices for Goods shall exclude the following, which the Customer shall pay in addition:
        2.2.1 any expenses incurred by USystems in performing the contract for the supply of the Goods including without limitation any carriage, insurance and additional or exceptional packaging charges.
        2.2.2 Value Added Tax and any other duties and impositions of whatever nature payable on the Goods.
        2.2.3 the sum of £25 if the value of the Customer's order is less than £100 on any delivery to the Customer's single nominated address.
2.3 Invoices are issued when Goods are despatched. Where the Customer has forwarded payment with an order the invoice will record the sum already received and any balance which remains due. Any queries on an invoice must be made to USystems within 14 days of the invoice date. Payment of invoices shall be made in full without any deduction or set-off within 30 days of the invoice date. Payment shall be due whether or not property on the Goods' has been passed.
2.4 Time for payment shall be of the essence and if payment is not made in full by the due date USystems may without prejudice of any other remedy:
    2.4.1 charge the Customer interest at a rate of 2% per month on the unpaid balance (such interest to accrue on a day to day basis from the due date for payment until receipt by USystems of the full amount whether before or after any judgement); and/or
    2.4.2 suspend or cancel further supply of Goods to the Customer.
2.5 The Customer shall indemnify USystems against all costs and expenses (including any legal costs and expenses on a full indemnity basis) incurred by USystems in recovering sums due from the Customer or in exercising its rights pursuant to Clauses 5 and 8.
3. Delivery
3.1 Delivery shall be at the address specified in the order acknowledgement and prior to off loading which shall be the Customer's responsibility.
3.2 USystems will arrange carriage and insurance during transit which will be payable by the Customer in addition to the price of the Goods pursuant to Clause 2.2.1.
3.3 Any dates specified by USystems for delivery of the Goods are an estimate and time for the delivery shall not be made of the essence by notice.
3.4 USystems will not be liable for any loss (including consequential loss as defined below) or costs or damages, charges or expenses caused by any delay in delivering Goods. In the case of delivery of Goods by instalments, the Customer will not be entitled to treat the late or non-delivery of Goods by instalment as a repudiation of the whole contract.
3.5 If for any reason the Customer will not accept delivery of the Goods when they are ready for delivery, or USystems is unable to deliver the Goods on time because the Customer has not provided appropriate instructions:
    3.5.1 risk of the Goods will pass to the Customer upon written notice served by USystems
    3.5.2 the Goods will be deemed to have been delivered; and     3.5.3 USystems may store the Goods until delivery whereupon the Buyer will be liable for all related costs and expenses (including without limitation storage and insurance). 4. Returned Goods The Customer shall, if it wishes to return Goods for any reason, obtain the prior agreement of USystems. If USystems does not agree to the return of the Goods then the Customer shall have no right to return them. Returned Goods will only be accepted by USystems if accompanied by a goods return note and in good condition upon receipt by USystems or if damaged subject to payment by the Customer of any necessary rework costs. Goods returned as being unsuitable or surplus, having been supplied as ordered will, if accepted by USystems be subject to a minimum re-stocking charge of £20 or 20% of the price of the Goods whichever is the greater. The Customer is responsible for any expenses incurred in returning Goods to USystems.
5 Risk and Title
5.1 The Goods are at the Risk of the Customer from time of delivery.
5.2 Ownership of the Goods shall not pass to the Customer until USystems has received in full all sums due to it in respect of:     5.2.1 the Goods; and
    5.2.2 all other sums which are or which become due to USystems from the Customer on any account.
5.3 Until ownership of the Goods has passed to the Customer the Customer must hold the Goods on a fiduciary basis as USystems' bailee and store the Goods separately from other goods and mark them clearly so that they are readily identifiable as the property of USystems and the Customer must insure the Goods for the full price and hold the proceeds of the insurance on trust for USystems and not mix them with any other money.

5.4 The Customer's right to possession of the Goods shall terminate immediately if:-
    5.4.1 the Customer has a bankruptcy order made against him or makes an arrangement or composition with his creditors or otherwise takes the benefit of any Act for the time being in force for the relief of insolvency 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 a reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed for its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for the winding up of the Customer or for the granting of an administration order in respect of the Customer or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer; or
    5.4.2 the Customer suffers or allows any execution, whether legal or equitable, to be levied or obtained on its property; or     5.4.3 the Customer encumbers or in any way charges any of the Goods.
5.5 The Customer grants USystems, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or where the Customer's right to possession has terminated, to recover them.
6 Warranty and Liability
6.1 USystems warrants that Goods manufactured by USystems will (at the time risk in them passes to the Customer) be free from defects in materials and workmanship. In the case of any breech of such warranty then USystems shall at its option as soon as reasonably practicable take such steps as may be reasonably necessary to render such Goods in accordance with such warranty or refund such sums as the Customer has paid to USystems in respect of such goods. USystems shall be under no liability under such warranty:
    6.1.1 in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Customer.
    6.1.2 in respect of parts, materials or goods not manufactured by USystems in which case the Customer shall only be entitled to the benefit of any warranty or guarantee as given by the manufacturer or supplier to USystems, to the extent that USystems obtains a remedy under such warranty or guarantee.     6.1.3 in respect of Goods, the total price of which has not been paid by the due date for payment.
6.2 USystems does not exclude or limit its liability in negligence for death or personal injury or otherwise insofar as any exclusion or limitation of its liability is void, prohibited or unenforceable by law.
6.3 Subject to Clauses 6.1 and 6.2, all representations, warranties and conditions implied by trade custom, course of dealing, statute, common law or otherwise are excluded to the fullest extent permitted by law.
6.4 Subject to Clause 6.2, in no circumstances shall USystems be liable to the Customer, in contract, tort, negligence or otherwise, for any loss of profit, business revenue, loss or depletion of goodwill or anticipated savings or for any special, exemplary, indirect, consequential damages or other financial loss whatsoever arising out of or in connection with the supply of the Goods or their use or resale by the Customer.
6.5 In the event that notwithstanding the provisions of Clauses 3.4, 3.5, 6.1, 6.3 and 6.4 USystems is found liable for any loss suffered by the Customer arising in any way out of or in connection with the supply of any Goods, that liability shall be limited to £2,000,000.
7. Force Majeure
7.1 USystems shall not be deemed in breach of contract or otherwise liable to the Customer, by reason of any delay in performance, or non-performance of its obligations under any contract with the Customer to the extent that such delay or non-performance is caused by:
    7.1.1 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of USystems or of a third party);
    7.1.2 difficulties in obtaining raw materials, labour, fuel or parts or machinery;
    7.1.3 power failure or breakdown in machinery;
    7.1.4 failure by carrier to deliver. or any event or circumstance beyond USystems' reasonable control.
8 Insolvency of Customer USystems shall be entitled without prejudice to any other rights to which it may be entitled to cancel the contract or suspend further deliveries to the Customer if an order is made or a resolution passed for the winding up of the Customer or if an order is made for the appointment of an administrator to manage the affairs, business and property of the Customer or if a receiver is appointed to any of the Customer's assets or undertakings or if circumstances arise which entitle the Court or a creditor to appoint a receiver or manager or which entitle the Court to make a winding-up order if the Customer takes or suffers any similar or analogous action in consequence of debt.
9. Cancellation No cancellation by the Customer of Goods to be supplied under a Contract is permitted unless expressly agreed in writing by an authorised representative of USystems. In the event of an agreed cancellation, the Customer shall pay to USystems all costs and expenses which USystems has incurred or is committed to incurring in respect of the cancelled Goods. 10 Termination If the Customer fails to carry out any of its obligations under any contract with USystems, USystems may without prejudice to any other rights or remedies available under the contract or otherwise, forthwith terminate the contract by giving written notice to the Customer.
11. Miscellaneous
11.1 Orders, order acknowledgements and revised orders sent and received by fax or e (electronic) mail are binding on USystems and the Customer. The expression 'in writing' and 'written' include, fax transmission and e (electronic) mail.
11.2 The Customer and USystems agree that the Contract is not intended to benefit any third party and that the provisions of the Contracts (Rights of Third Parties) Act 1999 (or any similar legislation) are excluded.
11.3 If the whole or any part of any provision of these Conditions is determined to be invalid or unenforceable then such provision or part thereof shall be severed from the body of these Conditions which shall continue to be valid and enforceable to the fullest extent permitted by law.
11.4 Any failure or neglect by USystems to enforce at any time any provision of these Conditions shall not be construed nor deemed to be a waiver of any of USystems' rights under the Conditions.
11.5 All contracts with the Customer shall be governed and construed in accordance with English law and the Customer shall submit to the exclusive jurisdiction of the English courts. 11.6 The failure of USystems to exercise or enforce any right under this agreement shall not be deemed to be a waiver of that right nor operate to bar the exercise or enforcement of it any time or times thereafter.

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