TERMS AND CONDITIONS OF SALE

Interpretation
In these Conditions:
“Buyer” means the entity that is responsible for buying the Goods as stated in the Purchase
Order; “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 parties; “Contract” means the contract for the sale of the Goods in
accordance with these Conditions; “Purchase Order” means the Buyer’s purchase order;
“Specification” includes any plans, drawings, data or other information relating to the Goods.

1. General
1.1 The following terms and conditions represent the entire terms and conditions on which Qeytek
Limited (“the Seller”) is willing to sell goods (“the Goods”) and by ordering Goods from the Seller the
Buyer agrees that the following terms and conditions represent the entire agreement between the
Buyer and the Seller and that these terms and conditions shall apply to the exclusion of any
previous terms and conditions supplied by the Seller, the Buyer’s own terms and conditions, any
pre-contractual statement, any terms and conditions implied by trade, custom, practice or course of
dealing or any other terms and conditions of whatsoever nature not contained below. No officer,
employee or agent of the Seller (other than a Director) has authority to contract for the sale of
Goods on any other terms and conditions, or to amend, vary or waive these terms and conditions,
and a Director has authority to do so only in writing.
1.2 The Purchase Order constitutes an offer by the Buyer to purchase the Goods in accordance with
these Conditions. The Buyer shall ensure that the terms and conditions of the Purchase Order and
any relevant Specification are complete and accurate.
1.3 The Purchase Order shall only be deemed to be accepted when the Seller issues a written
acceptance of the Purchase Order, at which point the Contract shall come into existence.
1.4 The Contract constitutes the entire agreement between the parties. The Buyer acknowledges that it
has not relied on any statement, promise or representation made or given by or on behalf of the
Seller which is not set out in the Contract. Any samples, drawings, descriptive matter, or advertising
issued by the Seller and any descriptions or illustrations contained in the Seller’s catalogues or
brochures are issued or published for the sole purpose of giving an approximate idea of the Goods
described in them. They shall not form part of the Contract or any other contract between the Seller
and the Buyer for the sale of the Goods.
1.5 A quotation for the Goods given by the Seller shall not constitute an offer. A quotation shall only be
valid for a period of 30 Calendar Days from its date of issue, unless otherwise advised by the Seller
in writing.
2. Time of Delivery
Any time of delivery stated by the Seller shall be treated as an estimate only and the time of
delivery is not of the essence. The Seller will use its reasonable endeavours to deliver by that time.
3. Place of Delivery
3.1 The Goods shall be delivered to the Buyer at the place of delivery recorded on the Buyers
Purchase Order or (if no such address is recorded there) at the premises of the Seller.
3.2 If the Buyer fails to accept delivery of the Goods within 3 Business Days of the Seller notifying the
Buyer that the Goods are ready, then, except where such failure or delay is caused by the Seller’s
failure to comply with its obligations under the Contract:
(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the third
Business Day following the day on which the Seller notified the Buyer that the Goods were ready;
and
(b) the Seller shall store the Goods until delivery actually takes place, and charge the Buyer for all
related costs and expenses (including insurance).
3.3 If 10 Business Days after the Seller notified the Buyer that the Goods were ready for delivery the
Buyer has not accepted delivery of them, the Seller may resell or otherwise dispose of part or all of
the Goods.
3.4 The Seller may deliver the Goods by instalments, which shall be invoiced and paid for separately.
Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an
instalment shall not entitle the Buyer to cancel any other instalment.
4. Price
4.1 The price of the Goods shall be the price set out in the Seller’s quotation.
4.2 The price of the Goods is exclusive of the costs and charges of packaging, insurance and transport
of the Goods, which shall be paid by the Buyer when it pays for the Goods.
4.3 The price which includes insurance for the benefit of the Seller shall become payable on or before
delivery of the Goods. The time of payment shall be of the essence. In the event that payment is
not made when due or the Buyer became subject to any of the events listed in clause 10, the Seller
may:-
(a) cancel any contract to supply further goods or services
(b) suspend deliveries of further goods or the supply of further services to the Buyer;
(c) suspend any Credit Terms, in which case all sums payable to the Seller from the Buyer for
goods and or services supplied shall become due and payable immediately; and
(d) charge interest at 5% above the base rate of Lloyds TSB Bank Plc from time to time plus any
costs of collection. Such interest shall accrue on a daily basis from the due date until the date of
actual payment of the overdue amount, whether before or after judgment.
5. Passing of Property
5.1 Property in the Goods shall pass to the Buyer on the occurrence of the last of the following events
namely:
(a) payment in full of the price of the Goods sold hereby, and
(b) payment in full of every other sum owing by the Buyer to the Seller.
5.2 Until property shall have passed as aforesaid the Buyer shall hold the Goods as bailee for the
Seller and shall keep them
separately stored and identified as the property of the Seller, shall not remove, deface or obscure
any identifying mark or packaging on or relating to the Goods and shall maintain the Goods in
satisfactory condition and keep them insured against all risks for their full price from the date of
delivery.
5.3 In the event that the Buyer shall sell the Goods before property has passed as aforesaid, he shall
do so as the agent of the Seller, the proceeds of any such sale shall be kept in a separate account
identified as containing monies from the sale of the Seller’s property and the Buyer shall account to
the Seller for the whole of such proceeds.
5.4 Until property shall have passed as aforesaid the Seller shall be at liberty at any time: -
(a) by notice in writing to require the Buyer forthwith to return the Goods whereupon the Buyer shall
cease to be in
possession of them with the consent of the Seller;
(b) to retake possession of the Goods and for that purpose to enter on any premises where the
Goods are or are
reasonably believed by the Seller to be situated.
5.5 Not withstanding the above the Goods are insured by the Seller whilst in transit and until delivered
in accordance with
clause 3.1. The Buyer shall sign for the Goods as “delivered not checked” and shall advise the
Seller in writing within 7 Working days of receipt of the Goods of any damage to them. Any damage
not notified in writing within the said 7 Working days shall not be covered by the Seller’s insurance
and shall be at the risk of / to the account of the Buyer.
6. Fitness for Purpose
6.1 The Seller gives no warranty that the Goods are fit for the Buyer’s purpose or purposes. The Buyer
warrants that he has satisfied himself that the Goods will be fit for every purpose which he requires
them and that he does not rely on any skill or judgment of the Seller in that regard.
The Buyer further warrants that: -
(a) he is aware that the Goods are supplied for the purpose for which they were manufactured, and
(b) he has all the licenses that are required for their use, and
(c) the Goods will be tested prior to use, and
(d) the Goods will only be used by suitably qualified individuals, and
(e) the Goods will be regularly serviced, tested, certified and inspected, and
(f) the Goods will not in any way be adapted or altered, and
(g) he will not give or imply any warranty to any person whom he may sell or let the Goods other
than the foregoing and that he will notify that person of the requirements of the Seller as to license, test, use, service,
inspection, certification, and adaptation as above and of any statutory authority of any state or
country in which the Buyer or that person is resident or carrying on business.
6.2 Nothing in this clause affects the Buyer’s rights under the Sale of Goods Act 1979.
6.3 Except as set out in these Terms and Conditions, all warranties, conditions and other terms implied
by statute or common
law are, to the fullest extent permitted by law, excluded from the Contract.
6.4 These Conditions shall apply to any repaired or replacement Goods supplied by the Seller.
7. Acceptance
The Buyer shall inspect and test the Goods immediately upon delivery and shall within 7 Working
days after delivery give notice in writing to the Seller of any respect in which he alleges that the
Goods are not in accordance with the Contract. If the Buyer shall not have given such notice within
that time the Goods shall be deemed to be accepted in every respect in accordance with the
Contract.
8. Scope of Warranty
In the case of defective or faulty goods supplied by the Seller the Buyer’s remedy against the Seller
shall be limited to a period no longer than twelve months from the date of purchase. If any defect
arises during this period the Seller reserves the right, at its option, to repair or replace the Goods
(or provide an equivalent item) or give credit to the value of the purchase price of the Goods,
provided that the Goods have not been damaged or abused or improperly installed, maintained,
stored or operated or altered or repaired by the Buyer without the written consent of the Seller or
the defect arises as a result of fair wear and tear, wilful damage or negligence. The Seller accepts
no responsibility for consequential loss. This warranty is subject to the return of the Goods by the
Buyer using prepaid freight within the twelve month warranty period. Manufacturer’s original
warranties will apply should the warranty exceed twelve months.
9. Liability
This clause shall apply to all claims by the Buyer against the Seller irrespective of whether such
claims arise in contract or in tort (including negligence) breach of statutory duty or otherwise and
whether or not the Seller was negligent.
(a) Nothing in these Conditions shall exclude the Seller’s liability for any claims arising from:-
(i) physical injury to or death of the Buyer’s personnel and/or third parties, which is directly and
wholly caused by the negligence of the Seller or its employees, agents or subcontractors in the
performance of its or their duties under the Contract.
(ii) fraud or fraudulent misrepresentation; or
(iii) breach of the terms and conditions implied by section 12 of the Sale of Goods Act 1979; or
(iv) defective products under the Consumer Protection Act 1987.
(b) In the event that notice has been given pursuant to clause 7 above that the Goods (or part
thereof) are not in accordance with the Contract, the Seller shall replace or repair the Goods (or
part thereof) or provide an equivalent item at its own expense or give credit to the value of the
purchase price as provided in clause 8.
(c) No other remedy than that provided for in sub-paragraph (b) above shall be available to the
Buyer.
(d) Without prejudice to the generality of the foregoing the Seller: -
(i) shall not be liable for damages in the nature of or arising from loss of profits, loss of user, loss of
revenue, loss of hire or rental or any other indirect or consequential loss in respect of the Goods or
any other goods, nor for damages arising from compensation payable by the Buyer to any other
person, firm, corporation or organization whatsoever, and
(ii) except in relation to claims under sub-paragraph (a) above shall not be liable for any losses,
damages, costs, claims, expenses or liabilities exceeding the purchase price of the Goods.
10. Buyer’s Insolvency
The Seller shall be entitled to terminate the Contract without liability to the Buyer by giving notice to
the Buyer at any time if:
(a) the Buyer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts
as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its
debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is
deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either
case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any
partner to whom any of the foregoing apply;
(b) the Buyer makes any voluntary arrangement with all or any class of its creditors (within the
meaning of the Insolvency Act
1986) or (being an individual or firm) is the subject of a bankruptcy petition or order or (being a
company) an application is made to court, or an order is made, for the appointment of an
administrator or if a notice of intention to appoint an administrator is given or if an administrator is
appointed over the Buyer (being a company) or a petition is filed, a notice is given, a resolution is
passed, or an order is made, for or in connection with the winding up of the Buyer (being a
company) (otherwise than for the purpose of solvent amalgamation or reconstruction); or
(c) an encumbrancer takes possession, or a receiver or administrative receiver is appointed, of any
of the property or assets of the Buyer; or
(d) the Buyer ceases, or threatens to cease to carry on all or a substantial part of its business; or
(e) the Buyer does anything improper to influence the Seller to enter into any contract or commits
an offence under the
Prevention of Corruption Acts 1889 to 1916 or the Bribery Act 2010; or
(f) the Seller reasonably believes that any of the events mentioned above is about to occur in
relation to Buyer and notifies
the Buyer immediately.
11. Force Majeure
The Seller shall be relieved of its obligations under the Contract insofar as it is hindered in or
prevented from performing them by any circumstances beyond its reasonable control.
12. Third Party Rights
A person who is not a party to the Contract shall not have any rights under or in connection with it.
13. Hold Harmless
The Buyer undertakes and agrees to indemnify and hold harmless the Seller against any and all
actions, claims, proceedings, costs, losses, expenses, liabilities, including legal fees, whatsoever
and howsoever caused or arising out of, connected with, or resulting from the Goods themselves or
use of the Goods including without limitation the manufacture, selection, delivery, possession, use,
operation, return or any and all damages or injuries caused thereby to anyone whatsoever.
14. Waiver and Invalidity
(a) The failure of either party to insist on strict compliance with any of the terms, covenants, or
conditions of the Contract by the other party shall not be deemed a waiver of that term, covenant,
or condition nor shall any waiver or relinquishment of any right or power at any one time or times be
deemed a waiver or relinquishment of that right or power for all or any other times.
(b) If any provision in the Contract is held by a court of competent jurisdiction to be invalid, void, or
unenforceable, the remaining provisions shall nevertheless continue in force without being impaired
or invalidated in any way.
15. Arbitration
All disputes or differences which shall at any time arise between the parties whether during the
term of the Contract or afterwards touching or concerning the Contract or its construction or effect
or the rights duties or liabilities of the parties under or by virtue of it or otherwise or any other matter
in any way connected with or arising out of the subject matter of the Contract shall be referred to a
single arbitrator to be agreed upon by the parties or in default of agreement to be nominated by the
President for the time being of the Chartered Institute of Arbitrators in accordance with the
Arbitration Act 1996 or any statutory modification or re-enactment of it for the time being in force.
16. Applicable Law
The Contract is governed by and interpreted in accordance with English Law and the Buyer submits
to the jurisdiction of the High Court of Justice in England, but the Seller may enforce the Contract in
any Court of competent jurisdiction.