Parties

1) In these conditions the expression the ‘Company’ shall mean Sarian Systems Ltd and any of its subsidiary companies and its successors in title and the expression 'Buyer' shall mean the buyer of the goods ordered from Sarian.

Application of Conditions

2) Every quotation, offer, pro-forma invoice, price list or other similar document made or issued by is made or issued subject to these Terms and Conditions of Sale and, unless otherwise expressly agreed by the Company in writing, no other Terms and Conditions of Sale which are at variance with this set of Terms and Conditions of Sale shall be construed as having any effect on any contract to which they are applied.

Acceptance of Orders

3) No order placed on the Company shall be binding unless and until accepted in writing by the Company. The Company may at its absolute discretion accept or reject any order for any reason whatsoever.

4) Every quotation, offer, pro-forma invoice, price list or other similar document made or issued by the Company is valid for 30 days unless otherwise extended in writing.

5) The Company shall supply only those items specified in the contract.

6) All drawings descriptive matter and specifications contained in any quotation, pro-forma invoice, price list or other similar document made or issued by the Company are for guidance only and shall not form part of any contract.

Performance

7) Any performance figures given by the Company are based on experience and are such as may reasonably be expected to be obtained on test. No liability is accepted if these figures are not met unless they are specifically guaranteed and are considered a bonus if the figures are better than guaranteed.

Prices

8) All prices for UK and Export Sales are Ex-Works unless otherwise stated. All terms of shipment are defined by the Incoterms in force at the time the contract was made.

9) All prices are quoted in pounds sterling nett unless otherwise stated.

Payments

10) The Company may, on application, allow payment by credit account.  The processing of such a credit facility may involve the use of credit reference agencies and the Buyer agrees that the Company may take such references as are necessary to vet any credit application made by the Buyer.  In the absence of a validated credit account, the Company will accept payment by cash, banker’s draft, cleared cheque or confirmed letter of credit on a first class European bank.

11) All credit accounts must be paid in full within 30 days of the date of the invoice. The Company may deliver an order by instalments and each instalment shall be deemed to be sold under a different contract (to which these Terms and Conditions shall apply) and the Company may also tender accounts in respect of any instalment of an order delivered before full delivery, which accounts shall payable as provided in this paragraph.

12) The terms of payment must be strictly adhered to, time being of the essence. No special terms of payment shall be operative unless agreed in writing by the Company.

13) The Company reserves the right to suspend without penalty any delivery in respect of any order or orders from the Purchaser from time to time if any account is not paid when due. The Company shall have the right to charge and receive from the Purchaser interest on the overdue amount at the rate of 3% per annum above Barclays Bank Plc published Base Rate commencing 30 days after the invoice date in the event that the Purchaser shall fail to make payment in accordance with the above terms. Insurance and storage may be charged on all goods or parts thereof which are retained at the Company's premises at the Purchaser's request beyond the date of readiness for despatch or the agreed delivery date (if any) whichever is the later.

Delivery

14) The Company will endeavour to deliver the order by the date specified but unless agreed otherwise in writing time for delivery shall not be of the essence and the Company shall not be liable for any damages whatsoever resulting from delay in delivery howsoever caused. Delivery shall be executed only after all documents and other information required from the Purchaser have been received by the Company in England. In the event of unreasonable delay in sending information essential for the despatch to be completed, the Company reserves the right to cancel the order in whole or in part.

15) The Purchaser shall check the goods immediately on receipt and shall within 3 days of receipt of the goods inform the Company and the carrier(s) in writing of missing items and of all damage suffered by the goods in transit.

Warranty and Defective Goods

16) The Company will replace or repair at its sole discretion free of charge any part or component supplied by the Company that may be broken or become defective within one year of the date of delivery to the UK place of delivery provided that:

• the Company is satisfied that the breakage of or defect in the said part or parts was due to a defect in workmanship or materials; and
• written notice of the breakage or defect is given to the Company in writing within 7 days of the discovery of the said breakage or defect; and
• the Company is satisfied that each of the said parts has been properly maintained by the Purchaser and has not been operated beyond the limits of the rated capacity and normal usage; and
• the said part or parts shall have been supplied by the Company direct to the Purchaser or are parts of equipment so supplied; and
• each broken or defective part is upon request by the Company immediately returned carriage paid to the Company; and
• the Company shall not be liable for the cost of removal of the broken or defective part(s) or the cost of fitting the replacement part(s) unless the defective goods have been returned carriage paid the Company's UK works.

17) Any part(s) supplied or repaired by the Company in accordance with Clause 14 above shall be delivered carriage paid by the Company to the Purchaser.

18) In the case of parts or components not manufactured by the Company, the Purchaser shall have the benefit insofar as it may be transferred to the Purchaser of any rights which the Company may have against the supplier of such parts or components in respect thereof, and the Company's liability in respect thereof is limited to making the benefit of such rights available to the Purchaser to the extent aforesaid.

19) The provisions of Conditions 16, 17 and 18 hereof are in lieu of any implied conditions, guarantees or warranties whatsoever, whether statutory or otherwise, as to the equipment, all of are hereby expressly excluded.

20) Without prejudice to the generality of Condition 17 hereof, the Company shall not be liable for consequential damage, however caused, and shall not be liable for any damage (whether or not consequential) arising from stoppage or breakdown of the goods for any reason whatsoever or in any other way for the performance of the goods in operation. Defects in quality or dimensions in any delivery shall not be a ground for cancellation of the remainder of the order or contract.

Changes in Design

21) The Company hereby reserves the right to make without notice such modifications in specifications, designs or materials as it may deem necessary or desirable by experience.

Assignment

22) The Purchaser shall not, without the prior written consent of the Company, assign or in any way dispose of any of its rights or obligations hereunder to any other person, firm or company.

Stoppage

23) The Company reserves the right to increase the contract price to cover any additional expense if the work is suspended by instruction or lack of instruction from the Purchaser or if the Company incurs extra cost owing to interruptions, delays, overtime, unusual hours, mistakes or work for which the Company was not responsible.

Conflict of terms

24) Where there is a conflict between these Terms and Conditions and any other conditions mentioned or printed on any correspondence exchanged between the Company and the Purchaser, these Terms and Conditions shall prevail.

Licences and availability of goods

26) The Buyer is wholly responsible for obtaining any necessary export licences required and the Company makes no assurances regarding the availability or applicability of such licences

Ownership

27) The Company and the Buyer expressly agree that until the Company has been paid in full for the goods comprised in this or any other sale contract between them :-

• the goods comprised in this contract remain the property of the Company (although the risk therein passes to the Buyer at the point when delivery begins).
• The Company may recover those goods at any time from the Buyer, if in his possession, if the amount outstanding from the Buyer to the Company in respect of goods supplied shall remain unpaid after the due date for payment has passed; and for that purpose the Company, its servants and agents may enter upon any land or building upon which the goods are situated.
• the Buyer has the right to dispose of the goods in the course of his business for the account of the Company (but any warranties, conditions or representations given or made by the Buyer or any third party shall not be binding on the Company who shall be indemnified by the Buyer with respect thereto) and to pass good title to the goods to his customer being a bona fide purchaser for value without notice of the Company's rights.
• in the event of such disposal the Buyer has the fiduciary duty to the Company to account to the Company for the proceeds but may retain therefrom an excess of such proceeds over the amount outstanding under this or any other sale contract between them, and the Company has the additional right to recover the Buyer's price directly from the Buyer's customer to the extent unpaid; if the Company avails itself of such right the Company will account to the Buyer for any such excess as aforesaid less any expenses incurred by the Company in respect of such recovery.
• if the Buyer incorporates such goods into other products (with the addition of his goods or those of others) or uses such goods as material for other products (with or without such addition) the property in those other products is upon such incorporation or use ipso facto transferred to the Company and the Buyer as bailee of them for the Company will store the same for the Company in a proper manner without charge to the Company; in the event of such incorporation or use as is envisaged by this sub-Clause, the provisions of sub-Clause 24(b) to (d) above shall apply, mutatis mutandis, to those other products in place of the goods

Return of goods

28) No goods will be accepted for return unless prior authority is obtained from the Company in writing. All goods accepted by the Company for return shall be subject to a handling charge which shall be levied at the discretion of The Company at a percentage rate of the invoice value of the goods concerned. Where goods are specially manufactured or specially purchased by The Company to the Buyer's specification the Company reserve the right to deny the Buyer authority to return such goods.

Indemnity

29) The Buyer shall indemnify the Company against all damages, penalties, costs and expenses to which the Company may become liable as a result of work done in accordance with the Buyer's specification which involves the infringement of any letters patent or registered design.

Force Majeure

30) The Company shall not be liable for any failure to perform its obligations hereunder which may be due to any circumstances beyond its control (including, without prejudice to the generality of the foregoing, any inability to obtain any necessary import or export licences or any other kind of licence or consents of any governmental or other authority).

Arbitration

31) In the event that any question, dispute or difference shall arise between the Purchaser and the Company upon, in relation to or in connection with the contract, either may give notice to the other in writing of the existence of such question, dispute or difference and the same shall be referred to the arbitration of a person to be mutually agreed upon, or failing agreement within 30 days of receipt of such notice some person appointed by the President for the time being of The Institution of Electrical Engineers. The submission shall be deemed to be a submission to arbitration within the meaning of the Arbitration Act 1950, or any statutory modification or re-enactment thereof.

Applicable Law

32) The construction validity and performance of the contract shall be governed by the Laws of England and unless otherwise agreed shall be subject to the exclusive jurisdiction of the English Courts.