MICROWAVE SOLUTIONS LIMITED

GENERAL TERMS AND CONDITIONS OF SALE - MSL 07/02

1.         Every quotation, pro-forma invoice, price list or other similar document made or issued by Microwave Solutions Limited (“the Company”) for Motion Detector products is made or issued subject to these General Terms and Conditions of Sale and Repair and, unless otherwise expressly agreed by the Company in writing, no other terms or conditions which are at variance with them shall apply.

2.         Order Acceptance.

a)      No order resulting from any quotation, pro-forma invoice, price list or other similar document made or issued by the Company shall be binding unless and until accepted by the Company.  The Company at its absolute discretion may accept or reject any order (whether on account of the goods being no longer available or for any other reason whatsoever).

b)      Order acceptance will take place when the Company issues an order acknowledgement to the company, individual or organisation placing the order (“the Purchaser”).

c)      In cases where the Purchaser has specified a date of delivery to their premises, the Company will acknowledge a despatch date from our factory 7 days in advance of the date of delivery (in cases where the Purchaser has specified transport by road or air) or 30 days in advance of the date of delivery (in cases where the Purchaser has specified transport by boat)

3.         Pricing and Payment.

(a)     Unless otherwise stated all prices are exclusive of Value Added Tax and (in the case of sales) are exclusive of all delivery charges from our UK factory.

(b)    All prices are nett and no settlement discount is allowed.  Goods will be invoiced on the day of despatch at the prices stated in the Company's order acknowledgement.  Unless otherwise agreed in advance, all payments are to be made in Sterling in London.  Credit will be allowed solely at the discretion of the Company and will be subject to the receipt of satisfactory references.

(c)     Unless credit facilities have been agreed, all payments must be made in advance of delivery.  If credit is allowed, accounts shall be paid within 30 days of the date of the invoice.  The terms of payment must be strictly adhered to, time being of the essence.  No special terms of payment will be operative unless confirmed in writing by the Company.

(d)    The Company reserves the right to suspend delivery in respect of any order or orders from the Purchaser from time to time if any account is not paid when due.

4.         Title in the goods which are the subject matter of any order shall pass to the Purchaser upon payment in full being received by the Company.

5.         Risk of loss or damage to the goods which are the subject matter of any order shall pass to the Purchaser upon the occurrence of the first of the following events, as agreed:-

(a)     Collection by the Purchaser or the Purchaser’s freight forwarder. (EXW Incoterms 2000 – Ex-Works)

(b)    Delivery by the Company to the Purchaser’s freight forwarder. (FCA Incoterms 2000 – Free Carrier)

(c)     Delivery by the Company to the Purchaser or the Purchaser’s premises. (CIP Incoterms 2000 –Carriage & Insurance paid)

6.         The Company will endeavour to despatch the goods by the date acknowledged, but the Company shall not be liable for any damages whatsoever unless the Purchaser has suffered loss thereby and the amount payable in respect thereof shall have been agreed in writing prior to despatch as liquidated damages, in which case the Company’s liability shall be limited to the amount so agreed to be paid.  In all cases, whether a time for despatch be quoted or not, the time for despatch shall be extended by a reasonable period if delay is caused by labour disputes or any circumstance whatsoever beyond the Company's reasonable control.

7.         The Purchaser shall inspect goods immediately upon delivery and shall advise the Company in writing of any transit damage or any discrepancy between the quantity or type of goods advised and those received within 14 days of receipt.  The Company shall not be liable for claims for damages, shortages or other discrepancies that are not advised to the Company within 14 days of receipt of the goods in question.

8.         No order which has been accepted by the Company in accordance with the provisions of these Terms and Conditions may be cancelled by the Purchaser except with the agreement in writing of an authorised representative of the Company and on the terms that the Purchaser may be required to indemnify the Company in full for any costs, damages, losses, charges and expenses (including any loss of profit) incurred by the Company as a result of the cancellation.

9.         Should any goods supplied by the Company hereunder be broken or become defective within one year from the date of delivery the Company undertakes to replace or repair the same free of charge provided that:

(a)     the Company is satisfied that the breakage of or defect in the said goods was due to a defect in design, workmanship or material; and

(b)    written notice of the breakage or defect is given to the Company within fourteen days of the discovery of the said breakage or defect; and

(c)     the Company is satisfied that the said goods have been properly maintained by the Purchaser and have not been operated beyond the limits of rated capacity and normal usage; and

(d)    the said goods shall have been supplied by the Company direct to the Purchaser or are parts of goods so supplied; and

(e)     broken or defective goods are upon request by the Company immediately returned, carriage paid, to the Company; and

(f)     the Company shall not be liable for the cost of removal of broken or defective goods or the cost of fitting new goods.

The provisions of this clause and clauses 10 and 11 shall be the full extent of the Company’s liability for defects in the goods and shall be in lieu of any warranty, condition, or liability implied by law,  including as to merchantability and fitness for any particular purpose, all of which are hereby expressly excluded.

10.       Any goods replaced or repaired by the Company in accordance with Condition 9 hereof shall be delivered by the Company, carriage paid, to the Purchaser.

11.       Without prejudice to the generality of Condition 9 hereof, the Company shall be liable for direct loss and damage to any person or property caused by its negligence up to a maximum of £1 million per incident or series of related incidents but shall not be liable for any indirect, special or consequential damage, howsoever caused, which shall for the avoidance of doubt include loss of profits and contracts.  Nothing under this clause shall exclude or limit the Company's liability in respect of personal injury.

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

13.       The Purchaser shall not, without 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.

14.       The Company may summarily terminate the order in whole or in part by written notice if the Purchaser becomes bankrupt or if a receiving order is made against him or if he enters into an arrangement or composition with his creditors or if he goes into liquidation, voluntarily or otherwise, or if a receiver or manager on behalf of a creditor be appointed, and submit an account in writing claiming the full amount payable to the Company by the Purchaser including costs incurred on goods in the process of manufacture inspection test and delivery but not delivered and suppliers cancellation costs.

15.       The Company shall not be liable for any failure to perform its obligations hereunder which may be due to labour disputes or any circumstances whatsoever 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 licenses or consents of any governmental or other authority).

16.       All orders shall in all respects be governed by and construed in accordance with the law of England.  Any disputes arising from these Terms and Conditions of Sale shall be subject to the laws and exclusive jurisdiction of the courts of England.