STANDARD TERMS AND CONDITIONS FOR THE SALE OF GOODS

1 INTERPRETATION

1.1 In these Conditions the following words have the following meanings:

“Conditions” means the standard terms and conditions of sale as set out in this document and as amended from time to time in accordance with Condition 2.3;

“Contract” means the Order and the Supplier’s acceptance of the Order;

“Goods” means any goods agreed in the Contract to be supplied to the Purchaser by the Supplier;

“Incoterms® 2010” means the Incoterms® 2010 published by the International Chamber of Commerce;

“Order” means the Purchaser’s order for the Goods, as set out in the Purchaser’s purchase order form;

“Purchaser” means the person(s), firm or company from whom the Order is received by the Supplier; and

“Supplier” means Adey Electronics Limited, registered in England and Wales (company number 07627612) whose registered office is at Ash Tree Court, Mellors Way, Nottingham Business Park, Nottingham, NG8 6PY .

2 APPLICATION OF THESE CONDITIONS

2.1 These Conditions shall govern the Contract to the entire exclusion of all other terms and conditions. Subject to Condition 2.9, no terms or conditions (other than these Conditions) endorsed upon, delivered with or contained in the Order, confirmation of order or other document (whether or not any such document is referred to in the Contract) or any other terms that the Purchaser seeks to impose or incorporate will form part of the Contract.

2.2 All conditions (other than these Conditions), warranties and other statements whatsoever that would otherwise be implied or imposed by statute, common law, trade custom or practice, a course of dealing or otherwise howsoever are (save for the conditions implied by section 12 of the Sale of Goods Act 1979) excluded from the Contract to the fullest extent permitted by law.

2.3 These Conditions apply to all the Supplier’s sales of Goods and any variation to these Conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a duly authorised representative of the Supplier.

2.4 Each Order shall be deemed to be an offer by the Purchaser to purchase Goods subject to these Conditions. The Purchaser must ensure that the terms of its Order are complete and accurate.

2.5 The Supplier shall not be obliged to accept any Order. No Order shall be deemed to be accepted by the Supplier until the Supplier gives written notice of acceptance of the Order or (if earlier) the Supplier delivers the Goods to the Purchaser.

2.6 Any quotation by the Supplier shall not constitute an offer and is given on the basis that no contract will come into existence until the Purchaser places an Order and the Supplier accepts that Order in accordance with Condition 2.5.

2.7 The Contract constitutes the entire agreement and understanding between the parties.

2.8 The Purchaser acknowledges that it has not relied on, and shall have no remedy in respect of, any statement, representation, assurance, warranty or understanding made or given by or on behalf of the Supplier (whether innocently or negligently) which is not expressly set out in the Contract. The Purchaser shall not have any claim for innocent or negligent misrepresentation based upon any statement, representation, assurance or warranty in the Contract.

2.9 DAP Incoterms® 2010 shall apply to Contracts for the international sale of Goods only, and the named place of destination for the purpose of the DAP Incoterms® 2010 shall be such location as specified in the Order or such other location as the parties may agree in accordance with Clause 5.1. In the event of a conflict between these Conditions and the provisions of the DAP Incoterms® 2010, these Conditions shall take precedence.

3 DESCRIPTION

3.1 The description of the Goods shall be as set out on the Supplier’s website.

3.2 All samples, drawings, descriptive matter, specifications and advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier's catalogues or brochures are produced solely to describe the Goods approximately and do not form part of the Contract.

4 QUALITY

4.1 The Supplier itself gives no undertaking, warranty or guarantee in respect of the description, quality or fitness for purpose of the Goods but shall, in the event that any defect in or poor quality of workmanship or materials is notified to it within three months of delivery of the Goods, use its best endeavours to secure recompense from its own supplier in respect thereof and shall endeavour to transfer to the Purchaser the benefit of any guarantees, warranties or indemnities given to the Supplier by its own supplier.

4.2 The Supplier may, at its own option, choose to procure the repair or replacement of any Goods which are found to be defective by the Purchaser, provided that if the Supplier so requests, the Purchaser shall (at the Purchaser’s expense) return the Goods or such of the Goods as are defective to the Supplier.

4.3 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are excluded from the Contract to the fullest extent permitted by law.

5 DELIVERY

5.1 The Goods shall be delivered, to such location as specified in the Order or such other location as the parties may agree, at any time after the Supplier gives the Purchaser notice that the Goods are ready for delivery.

5.2 Delivery of the Goods shall be complete when the Goods have arrived at the location for delivery determined under Condition 5.1.

5.3 Any dates specified by the Supplier for delivery of the Goods are intended to be an estimate only and time for delivery is not of the essence. If no dates are specified, delivery will be within a reasonable time.

5.4 The Company may deliver the Goods by instalments and each instalment shall be treated as a separate Contract so that failure to deliver, or any defect in, one or more instalment shall not entitle the Purchaser to reject the other instalments.

5.5 The quantity of any consignment of Goods as recorded by the Supplier upon despatch from the

Supplier shall be conclusive evidence of the quantity received by the Purchaser on delivery unless the

Purchaser can provide conclusive evidence proving the contrary.

5.6 Any liability of the Supplier for non-delivery of the Goods shall be limited to replacing within a

reasonable time, or issuing a credit note against any invoice raised for, any such Goods that were not

delivered.

6 RISK AND OWNERSHIP

6.1 The Goods shall be at the risk of the Purchaser from completion of delivery.

6.2 Ownership of the Goods shall not pass to the Purchaser until the Supplier has received in full (in cash or cleared funds) all sums due to it in respect of the Goods and all other sums which are, or which become, due to the Supplier from the Purchaser on any account.

6.3 From completion of delivery until ownership of the Goods has passed to the Purchaser, the Purchaser must store the Goods (at no cost to the Supplier) separately from all other goods of or in the possession of the Purchaser in such a way that they remain readily identifiable as the property of the Supplier.

6.4 The Purchaser may resell the Goods before ownership has passed to it provided that (a) any sale shall be effected in the ordinary course of the Purchaser’s business at full market value and (b) any such sale shall be a sale of the Supplier’s property on the Purchaser’s own behalf and the Purchaser shall deal as principal when making such a sale.

6.5 If, before ownership of the Goods has passed to the Purchaser in accordance with Condition 6.2 there occurs any of the events referred to in Condition 10.2 or the Purchaser fails to observe or perform any of its obligations under the Contract or any other contract between the Purchaser and the Supplier, the Supplier may, without limiting any other rights or remedies it may have, give notice to the Purchaser requiring it promptly to deliver up the Goods, failing which the Supplier may enter any premises of the Purchaser or of any third party where the Goods are held for the purpose of recovering the Goods.

6.6 The Supplier shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Supplier.

6.7 The Purchaser grants the Supplier, 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 Purchaser’s right to possession has terminated, to recover them.

7 PRICE

7.1 Unless otherwise agreed by the Supplier in writing, the price for the Goods (“Price”) shall be the price set out in the Order or, if no price is set out in the Order, the price set out in the Supplier’s published price list (available on the Supplier’s website) applicable on the date of completion (or deemed completion) of delivery.

7.2 The Price shall be exclusive of all costs or charges in relation to loading, unloading, packaging, carriage, delivery and insurance, all of which amounts the Purchaser will pay in addition when it is due to pay for the Goods.

7.3 The Price is stated exclusive of value added tax (“VAT”), which shall be added at the prevailing rate as applicable and paid by the Purchaser following delivery of a valid VAT invoice.

8 PAYMENT

8.1 The Supplier may invoice the Purchaser for the Goods on or at any time following completion (or deemed completion) of delivery.

8.2 The Purchaser shall pay the invoice in full within 30 (thirty) days of the date of invoice. Time for payment shall be of the essence.

8.3 No payment shall be deemed to have been received until the Supplier has received cash or cleared funds.

8.4 In the event that the Purchaser reasonably disputes any sum payable pursuant to an invoice (or any part thereof), the Purchaser shall pay the undisputed part of that invoice promptly and in accordance with this Condition 8.

8.5 All amounts payable to the Supplier under the Contract shall become due immediately upon termination of the Contract despite any other provision.

8.6 The Purchaser 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 required by law. Without prejudice to any other right or remedy, the Suppler reserves the right to set off any amount owing at any time from the Purchaser to the Supplier against any amount payable by the Supplier to the Purchaser.

8.7 The Supplier shall be entitled to claim interest on the late payment of any amount properly due to the Supplier under the Contract accruing on a daily basis from the due date for payment until payment is made in full, both before and after any judgment, at a rate equal to the rate of statutory interest prescribed for the purposes of the Late Payment of Commercial Debts (Interest) Act 1998 from time to time.

9 LIMITATION OF LIABILITY

9.1 In the event that, notwithstanding Condition 4, the Supplier is found liable for any loss or damage suffered by the Purchaser, the provisions of this Condition 9 shall apply and shall set out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Purchaser under or in respect of the Contract for any claim or claims, whether arising in contract, tort (including negligence), breach of statutory duty or restitution, or for misrepresentation or otherwise howsoever.

9.2 Nothing in these Conditions shall limit or exclude the liability or remedy of either party:

9.2.1 for death or personal injury caused by its negligence, or the negligence of its employees, agents or sub-contractors;

9.2.2 for fraud or fraudulent misrepresentation;

9.2.3 for breach of any obligation as to title implied by section 12 of the Sale of Goods Act 1979; or

9.2.4 for any act, omission or matter, liability for which may not be legally excluded or limited.

9.3 Subject to Condition 9.2:

9.3.1 the Supplier’s total liability to the Purchaser under or in respect of the Contract for any claim or claims, whether arising in contract, tort (including negligence), breach of statutory duty or restitution, or for misrepresentation, or otherwise howsoever shall in no circumstances exceed 100% of the Price; and

9.3.2 the Supplier shall not have any liability to the Purchaser, whether arising in contract, tort (including negligence), breach of statutory duty or restitution, or for misrepresentation, or otherwise howsoever, for any loss of profit, loss of business, depletion of goodwill or any indirect or consequential loss whatsoever arising out of or in connection with the Contract.

10 SUSPENSION OR TERMINATION OF THE CONTRACT

10.1 If there occurs any of the events referred to in Condition 10.2, or if the Purchaser fails to comply with Condition 8.2 or commits a material breach of these Conditions, the Supplier may give notice to the Purchaser, following which, without limiting any other rights or remedies it may have:

10.1.1 it may, without incurring any liability to the Purchaser, cancel or suspend any further deliveries under the Contract or under any other contract with the Purchaser;

10.1.2 all outstanding amounts in respect of Goods the delivery of which is complete (or deemed to be complete) shall become immediately due; and

10.1.3 it may, without incurring any liability to the Purchaser, by notice to the Purchaser, terminate the Contract.

10.2 For the purposes of Conditions 6.5 and 10.1, the relevant events are:

10.2.1 the Purchaser is in the reasonable belief of the Supplier, or is deemed to be, insolvent or unable or (being an individual) is deemed to have no reasonable prospect of being able (or admits its inability) to pay its debts as they fall due;

10.2.2 the Purchaser begins negotiations, or enters into, or gives notice of any intention to enter into, any composition or arrangement, with one or more of its creditors in order to reschedule any of its debts (whether present or future, actual or contingent, joint or sole) because of actual or anticipated financial difficulties including, but not limited to, giving notice of a meeting of creditors for the purpose of considering a proposal for a company voluntary arrangement or (being an individual) an individual voluntary arrangement; or

10.2.3 any petition is presented, application made, resolution proposed, notice of meeting given or other action, proceedings, procedure or step taken whether by the Purchaser or any third party for, or which may lead to the suspension of payments, winding up, dissolution, administration, receiverships (whether administrative or otherwise) or reorganisation (using a voluntary arrangement, scheme of arrangement or otherwise) of the Purchaser, the appointment of a liquidator (both provisional and following a winding up), receiver (including a fixed charge receiver), administrative receiver, administrator, nominee supervisor, compulsory manager or other similar officer in respect of the Purchaser or any of its assets or (where the Purchaser is an individual) bankruptcy, an individual voluntary arrangement or debt relief order.

10.3 The termination of the Contract for any reason shall not affect the accrued rights, remedies, obligations or liabilities of the Supplier and the Purchaser existing at termination.

10.4 Such of these Conditions which expressly or by implication are intended to come into or remain in force on or after the termination of the Contract shall remain in full force and effect.

11 GENERAL

11.1 The Supplier may assign, or deal in any other manner with, the Contract or any part of it, including (but not limited to) sub-contracting any of its obligations under the Contract to any third party or agent. The Purchaser shall not be entitled to assign, or deal in any other manner with, the Contract or any partof it, including (but not limited to) sub-contracting any of its obligations under the Contract, without the prior written consent of the Supplier.

11.2 If either party is delayed or prevented in the performance of any of its obligations under the Contract by an event, circumstance or cause beyond its reasonable control which, by its nature, could not have been foreseen or, if foreseeable, was unavoidable, (including but not limited to default of the Supplier’s suppliers or sub-contractors), that party shall not be liable for such delay or non-performance and the time for performance of the affected obligation shall be extended by such period as is reasonable to enable that party, using all reasonable endeavours, to perform that obligation. If the performance of any of the Supplier’s obligations under the Contract are delayed or prevented for a continuous period of one (1) month by reason of such event, circumstance or cause, the Supplier may terminate the Contract, without liability to the Purchaser, by giving notice to the Purchaser.

11.3 No provision of the Contract shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to the Contract.

11.4 Any waiver by the Supplier of any breach of, or any default under, any provision of the Contract by the Purchaser will only be effective if in writing and will not be deemed a waiver of any subsequent breach or default.

11.5 The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes and claims) shall be governed by and construed in accordance with the law of England and the parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any such matter.