Standard Terms and Conditions for sale of goods of Digicon Solutions Limited.


In this document the following words shall have the following meanings:

1.1Buyermeans the organisation or person who buys Goodsor Servicesfrom the Seller;

1.2Goodsmeans the Articles, Productsor Servicesto be supplied to the Buyer the Seller;

1.3Intellectual Property Rightsmeans all patents, registered and unregistered designs, copyright,

trade marks, knowhow and all other formsof intellectual property wherever in the world enforceable;

1.4List Pricemeans the list of prices of the Goodsand Servicesmaintained by the Seller as amended

from time to time;

1.5Sellermeans Digicon Solutions Limited, having a trading office at Unit 4, Marina Court, Hinckley,

Leicestershire, LE10 3BF


2.1These Terms and Conditions shall apply to all contracts for the sale of Goodsand Servicesby the

Seller to the Buyer to the exclusion of all other terms and conditions referred to,offered or relied on by

the Buyer whether in negotiation or at any stage in the dealings between the parties, including any

standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing,

separately from such terms, thatit wishes such terms to apply and this has been acknowledged by the

Seller in writing.

2.2Any variation to these Terms and Conditions (including any special terms and conditions agreed

between the parties) shall be inapplicable unless agreed in writing by the Seller.


3.1The price shall be that in the Sellers current List Price, or such other price as the parties may agree in

writing. The price is exclusive of VAT or any other applicable costs and carriage.

3.2Payment of the price and VAT and any other applicable costs shall be due within 30 days of the date

of receipt of the invoice supplied by the Seller unless otherwise agreed in writing.

3.3The Seller shall be entitled to charge interest on overdue invoices from the date when payment

becomes due from day to day until the date of payment at a rate of 4% per annum above the base rate

of Barclays Bank plc.

3.4If payment of the price or any part thereof is not made by the due date, the Seller shall be entitled


3.4.1require payment in advance of delivery in relation to any Goodsor Servicesnot previously


3.4.2refuse to make delivery of any undelivered Goodsor Serviceswhether ordered under the contract

or not and without incurring any liability whatever to the Buyer for nondelivery or any delay in delivery;

3.4.3terminate the contract.


Any description given or applied to the Goodsor Servicesis given by way of identification only and the

use of such description shall notconstitute a sale by description. For the avoidance of doubt, the Buyer

hereby affirms that it does not in any way rely on any description when entering into the contract.


Where a sample of the Goods is shown to and inspected by the Buyer, the parties hereto accept that

such a sample is so shown and inspected for the sole purpose of enabling the Buyer to judge for itself the

quality of the bulk, and not so as to constitute asale by sample.


6.1Unless otherwise agreed in writing, delivery of the Goodsor Servicesshall take place at the address

specified by the Buyer on the date specified by the Seller. The Buyer shall make all arrangements

necessary to take delivery of the Goodsor Serviceswhenever they are tendered for delivery.

6.2The date of delivery specified by the Seller is an estimate only. Time for delivery shall not be of the

essence of the contract.

6.3If the Seller is unable to deliver the Goodsor Servicesfor reasons beyond its control, then the Seller

shall be entitled to place the Goods in storage until such times as delivery may be effected and the Buyer

shall be liable for any expense associated with such storage.

6.4The Seller may deliver the Goodsor Servicesby separate installments. Each separate installment

shall be invoiced and paid forin accordance with the provisions of the contract. Each installment shall be

a separate contract and no cancellation or termination of any one contract relating to an installment

shall entitle the buyer to repudiate or cancel any other contract or installment.


Risk in the Goods shall pass to the Buyer at the moment the Goods are dispatched from the Seller`s

premises. Where the Buyer chooses to collect the Goods itself or by a nominated courier, risk will pass

when the Goods are entrusted to it orset aside for its collection, whichever happens first.


Title in the Goods shall not pass to the Buyer until the Seller has been paid in full for the Goods.


9.1 Where the Goods have been manufactured by the Seller and are found tobe defective, the Seller

shall repair, or in its sole discretion, replace defective Goods free of charge within 12 months from the

date of delivery, subject to the following conditions:

9.1.1the Buyer notifying the Seller in writing immediately upon thedefect becoming apparent;

9.1.2the defect being due to the faulty design, materials or workmanship of the Seller.

9.2Any Goods to be repaired or replaced shall be returned to the Seller at the Buyers expense, if so

requested by the Seller.

9.3Wherethe Goods have been manufactured and supplied to the Seller by a third party, any warranty

granted to the Seller in respect of the Goods shall be passed on to the Buyer.

9.4The remedies contained in this Clause are without prejudice to the other Terms and Conditions

herein, including, but without limitation, Clauses 10 and 11 below.


10.1No liability of any nature shall be incurred or accepted by the Seller in respect of any representation

made by the Seller, or on its behalf, to the Buyer, or to any party acting on its behalf, prior to the making

of this contract where such representations were made or given in relation to:

10.1.1the correspondence of the Goodsor Serviceswith any description;

10.1.2the quality of the Goodsor Services; or

10.1.3the fitness of the Goodsor Servicesfor any purpose whatsoever.

10.2No liability of any nature shall be accepted by the Seller to the Buyer in respect of any express term

of this contract where such term relates in any way to:

10.2.1the correspondence of the Goods with any description;

10.2.2the quality of the Goods; or

10.2.3the fitness of the Goodsor Servicesfor any purpose whatsoever.

10.3All implied terms, conditions or warranties as to the correspondence of the Goodsor Servicesto

any description or the satisfactory quality of the Goods or the fitness of the Goods for any purpose

whatsoever (whether made known to the Seller or not) are hereby excluded from the contract.


11.1Where anycourt or arbitrator determines that any part of Clause 10 above is, for whatever reason,

unenforceable, the Seller shall be liable for all loss or damage suffered by the Buyer but in an amount

not exceeding the contract price.

11.2Nothing contained in these Terms and Conditions shall be construed so as to limit or exclude the

liability of the Seller for death or personal injury as a result of the Sellers negligence or that of its

employees or agents.


All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement

shall, so far as not already vested, become the absolute property of the Seller, and the Buyer shall do all

that is reasonably necessary to ensure that such rights vestin the Seller by the execution of appropriate

instruments or the making of agreements with third parties.


The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or

failure results from events or circumstances outside its reasonable control, including but not limited to

acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or

unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a

reasonable extension of its obligations. If the delay persists for such time as the Seller considers

unreasonable, it may, without liability on its part, terminate the contract.


Nothing contained in these Terms and Conditions shall be construed as establishing or implying any

partnership or joint venture between the parties and nothing in these Terms and Conditions shall be

deemed to construe either of the parties as the agent ofthe other.


The contract between the Buyer and Seller for the sale of Goodsor Servicesshall not be assigned or

transferred, nor the performance of any obligation subcontracted, in either case by the Buyer, without

theprior written consent of the Seller.


The failure by either party to enforce at any time or for any period any one or more of the Terms and

Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all

Terms and Conditions of this Agreement.


If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any

reason by any court of competent jurisdiction such provision shall be severed and the remainder of the

provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed

with the invalid, illegal or unenforceable provision eliminated.


This Agreement shall be governed by and construed in accordance with the law of E