C2 Technology LLP Standard Terms and Conditions of Sale

IN900-70-STA-001. Rev.5. January 2022

1. Definitions

In these Terms and Conditions, the following words and expressions shall have the following respective meanings:

1.1 The “Company” means C2 Technology LLP is a limited liability partnership registered in England and Wales, whose registration number is OC419897 and whose registered office is at 27 Old Gloucester Street, London, WC1N 3AX, England.

1.2 The “Customer” means the other contracting party named on the face of the contract or offer and shall be deemed to include any directors, officers, employees and agents thereof.

1.3 The “Goods” means all articles, materials, works or services, which are subject to the contract or offer.

1.4 The “Contract” means the contract between the Company and the Customer for the supply of Goods.

1.5 The “Agreement” means these Terms and Conditions together with the terms of any applicable Contract.

1.6 “Copyright Material” means all software, drawings, designs, trademarks, patents, plans, copyrights and other works and materials in which intellectual property shall exist whether registered or not.

2. Contracts

2.1 The Company shall only be bound by the Contract and amendments thereto which are placed on its official printed documents signed on its behalf by a duly authorised Officer.

2.2 All Contracts for the supply of Goods by the Company are made subject to these Terms and Conditions of Sale, called further Terms, which supersede any previous terms and conditions of sale of the Company, and, where applicable, the written terms of any quotation.

2.2 Nothing in these Terms shall prejudice any condition or warranty expressed or implied or any legal right or remedy to which the Company may be liable in relation to the Goods the subject of this Contract by virtue of any statute, custom any general law, local law or regulation.

2.3 These Terms shall, in their entirety, apply to all goods sold, leased or loaned by the Company and variation cannot be accepted, except where there shall be a specific individual written agreement between authorised Signatories of both parties.

3. Quotations

3.1 All quotations are given without obligation and the Company may alter or withdraw any quotation without notice at any time prior to the Customer's acceptance.

3.2 Quotations issued by the Company remain, unless otherwise stated in the Quotation, fixed for 30 days from their date of issue and are exclusive of VAT, duty and other applicable taxes.

3.3 All orders made by the Customer shall be in writing and contracts shall be made only on acceptance of the Customer”s order by written acknowledgement from the Company or by despatch of the Goods whichever is earlier.

3.4 Quotations may be issued subject to approval of the Customer's credit.

4. Specifications and Quality Tests

4.1 All descriptive specifications, drawings, particulars of dimensions and weights, also the descriptions and illustrations contained in Company catalogues, price lists or other publicity matter are intended only to give a general idea of the goods described and none of these shall form part of the contract.

4.2 As far as the Company is able, all products despatched from the Company are inspected and, where practical, are subject to Company's standard tests. Tests, other than Company's standard tests may be applied at Company's discretion but at the Customer's cost. Such tests are applied by written agreement only.

4.3 The Company will not accept liability for failure to attain any performance figures quoted by it in published literature unless the Company has specifically guaranteed them in writing for the individual machine or device subject to its offer or the Customer's order.

4.4 Every care is taken when measurements are obtained, however, no liability is accepted by the Company for the accuracy of the same. The Customer assumes responsibility that goods stipulated by it are sufficient and suitable for its purpose, save in so far as its stipulations are in accordance with Company's written advice.

5. Prices

5.1 All prices for Goods supplied by the Company are ex-works and costs are exclusive of VAT, other applicable sales or purchase tax, unless expressly stated otherwise in the Contract.

5.2 In addition to the price, the Company shall be entitled to make charges for packaging, carriage, insurance, freight, documentation fee charges, duty taxes and any clearance costs to sales invoices of Goods, or at its election to pass any or all of these costs + 30% onto the Customer.

5.3 In the event that the Customer requires any modification, addition or variation to the Goods, including (without limitation) any variation in delivery or shipment terms, the Company reserves the right to alter its prices in respect of the same.

6. Payment

6.1 Payment means receipt of freely available funds in the Company's elected bank account.

6.2 Where credit terms are agreed by the Company payment shall be made by the due date. Commencement of any credit terms agreed shall be the date of the relevant Goods sale invoice. Late payment of invoices will carry interest at a rate of 8% above the Bank of England base rate commencing 30 days after the payment first becomes due.

6.3 The Company reserves the right, without prejudice to any other rights, to cancel and/or suspend any Contract and shall have a general lien on all the Customer's property and materials in its possession until payment of any overdue accounts and interest has been received in full by it, in respect of that or any previous Contract.

6.4 Where VAT is chargeable on Goods sale invoices, the Company shall not accept non-payment of VAT against promises of future production of proof of export or VAT exemption. The Company shall refund to the Customer the VAT element of Goods sale invoices within 21 days of receipt by the Customer the proof of export or proof of VAT exemption, provided that at the time of making the Contract the Customer shall have informed the Company of their VAT status or that the goods are ultimately to be exported and that proof of export shall be submitted to the Company within three calendar months of the original Goods sale invoice for the supply of those goods.

7. Delivery

7.1 Delivery times and dates stipulated by the Company in any Quotation may, at the Company's discretion, be made subject to the performance by the Customer of specific actions as defined in the particular quotation. In the event of non-performance by the Customer of any specific action required by a particular quotation the Company reserves the right to amend the delivery time or date stipulated in the quotation. The Company's exercise of its discretion under this condition shall not terminate any agreement as to other deliveries.

7.2 If no delivery date is specified in the Contract the Customer shall be bound to accept the Goods when they are ready for despatch by the Company.

7.3 The Company shall make reasonable efforts to effect delivery of Goods within the time or by the dates stipulated in quotations but these times and dates are given and intended as estimates only and the Company shall not be held liable for any direct or indirect loss or damage caused to the Customer by late delivery.

7.4 If for any reason the Customer is unable to accept delivery of the Goods at the due date, or where despatch of Goods is delayed at the Customer's request, or by reason of the Customer's failure to give proper instructions as to delivery, within 14 days after the Company has notified the Customer that the Goods are ready for despatch, the Company shall be entitled to arrange storage for the Goods, either at its own works or elsewhere, and all charges for storage, insurance and carriage shall be paid by the Customer. In such cases, the Company shall not be liable if such property is for whatever reason lost, damaged, stolen or destroyed.

7.5 The Company shall not be liable (and the price if unpaid shall remain payable) for any loss of or damage to Goods in transit unless any claim by the Customer in respect of non-delivery of the whole or part consignment shall have been made in writing within ten days of the date of the relevant sales invoice or receipt of the consignment as the case may be, and any claim by the Customer in respect of damage in transit shall have been notified both to the carrier and the Company in writing by the Customer (otherwise than on the carrier's documents) within five days of the delivery of the consignment to which the claim relates.

7.6 In the case of loss or damage to Goods in transit, the Company shall not in any event be liable to the Customer beyond the amount, which the Company is able to recover from its insurers, carriers or other third parties.

7.7 Where any property of any description (including but not limited to Goods ordered for the Company) is accepted into the possession or control of the Company in accordance with any Contract, and such property is for whatever reason lost, damaged, stolen or destroyed, the liability of the Company for such loss, damage, theft or destruction shall be limited to the replacement cost of such property.

8. Property and Risk

8.1 Notwithstanding the remaining provision of this Condition risk in the Goods shall pass to the Customer on delivery.

8.2 The property and title shall not pass to the Customer until such time as payment has been made in full.

8.3 In the event that the payment for the Goods is not made by or on the due date, the Company may (without prejudice to any of its other rights) enter upon the Customer's premises and retake possession of the Goods and in order to do so may sever them from anything to which they are attached and shall not be liable for any damage caused in so doing.

8.4 The Company reserves the right to dispose of the Goods until such time as the customer has paid for them in full.

9. Warranty

9.1 The Company warrants that the Goods are of satisfactory quality and free from defects arising from failure of workmanship or construction for a period of twelve months from date of despatch provided that:

    9.1.1 such defects are notified in writing as soon as practicable after discovery and in any event no later than seven days after discovery;

    9.1.2 the Company shall not have any liability in respect of any components or fittings attached to any Goods which are manufactured other than by the Company or any defects in the Goods caused by such;

    9.1.3 the Company shall not have any liability in respect of the Goods caused by unskilled or incorrect storage handling or use of the Goods by unauthorised alterations or repairs;

    9.1.4 the Company shall not be liable for any indirect or consequential loss or damage arising from any failure of any Goods or any parts of Goods supplied or from any delay in execution of work or delivery arising from any cause.

9.2 The Company gives no warranty as to the quality or fitness for any particular purpose of the Goods other than expressly set out in these Conditions of Sale. Except in the case of death or personal injury resulting from the Company's negligence, the liability of the Company to the Customer whether in respect of negligence, breach of contract, misrepresentation or otherwise shall not in any case exceed the price of the Goods supplied to the Customer.

9.3 All warranty work carried out under these Conditions of Sale at the Company's premises shall be free of charge provided that a Return Material Authorisation (RMA) has been authorised. The Customer is responsible for all costs associated with returning the Goods to the Company”s premises and for any travel and subsistence costs, if work is required at another location.

9.4 All express or implied terms, conditions, representations or warranties (whether statutory or otherwise) not stated in these Conditions and capable of exclusion are hereby excluded.

9.5 Notwithstanding that any part of the Goods has been shown or supplied to the Customer, no Contract shall constitute a sale by description or by sample.

9.6 The Company will at its discretion remedy by replacement, or at its option by repair, defects in goods supplied by it which are caused solely by faulty materials or workmanship within a period not exceeding twelve months from date of despatch from Company”s works. Spare parts and consumable items are not subject to this warranty.

9.7 In respect of goods not of Company's manufacture, Customer is entitled only to such benefits as the Company may receive under any guarantee given to it, in respect thereof, but not so as to impose upon the Company a liability greater than that as indicated in the first parts of this clause.

9.8 The above warranties are only valid if full, routine, preventive maintenance, as per Company recommendations is carried out by authorised Company”s engineers.

10. Intellectual Property Rights

10.1 All Copyright Material pursuant to the Contract is the property of the Company. The use of any Copyright Material is strictly by licence and permission. The Company reserves the right to withdraw such licence and permission.

10.2 Any Copyright Material shall be licensed by the Company to the Customer on a non-exclusive basis and shall not be used by the Customer for any purpose other than that described in the licence.

10.3 The Customer may not reverse engineer, copy, duplicate, use, modify or develop any Copyright Material without the express approval of the Company in writing as a Contract or amendment to Contract.

10.4 Where the Company shall be provided by the Customer with any Copyright Material from a third party in connection with a Contract, the Customer shall obtain a licence from such third party granting the Company the right to use the Copyright Material for the purposes of that Contract and keep it fully informed and effectively indemnified against any losses, demands, actions, damages, costs, liabilities and expenses it may incur as a result of any action brought by a third party in respect of the infringement of any intellectual property rights of any third party.

11. Confidentiality

11.1 The Customer agrees to treat and keep any Contracts as confidential and will not disclose to any third party (except as authorised by the Company in writing to accept a like obligation of confidentiality, and then only, to the extent necessary to the performance of the Contract) all information including without limitation, technical and commercial information, advice, know-how, drawings, designs and other specifications supplied by the Company in connection with a quotation or Contract.

11.2 The Customer shall not use any of the foregoing information except in connection with the execution of this Contract and shall on completion of the Contract, or earlier termination, in accordance with these Conditions of Sale, return all such information to the Company.

11.3 All such information as described above shall be treated as confidential and no reference to the existence of this Contract or the Company”s name shall be made or disclosed in any publicity material, other communications or to any third parties without the Company”s prior consent in writing.

12. Changes

The Company must be advised in writing of any and all proposed changes in the specification of any Contract or changes in the intended use if the Contract includes any applications, designs, engineering or other customised content. In the event of such notice the Company reserves the right to alter the price and delivery terms of the Contract.

13. Cancellation

Where a Contract has been made and the Customer subsequently cancels or postpones its order or otherwise terminates its agreement with the Company, the Customer shall compensate the Company to the extent of all costs, charges or other losses (including profit) incurred by the Company by reason of the cancellation or postponement.

14. Default

14.1 If in relation to any Contract, payment in full is not made by the due date or the Customer commits any other substantial breach of Contract, then the Company shall be entitled:

    14.1.1 to recover damages in respect of any loss or damage caused by the breach by the Customer and/or

    14.1.2 to cease work on the Contract in question and any other Contract with the Customer and to cease making deliveries to the Customer of any Goods whether under the Contract in question or any other Contract and/or

    14.1.3 to cancel the Contract, and appoint a certified bailiff to remove and sell the Goods and apply the proceeds of the sale towards satisfaction of the Customer's liability under Contract and/or

    14.1.4 to call on the Customer to deliver up to the Company all Goods in the power to custody or possession of the Customer in respect of which property is vested in the Company whether by virtue of these Conditions or under the General Law and the Customer hereby irrevocably authorises the Company to enter (using reasonable force if necessary) the premises of the Customer, where such Goods are situated for the purpose of taking possession of such Goods.

14.2 The Company reserves the right to withhold service under a Maintenance Contract if its payment terms are exceeded.

15. Termination

15.1 Termination or cancellation of the Contract shall not discharge any pre-existing liability of the Customer to the Company and without Prejudice to any other right or remedy of the Company in respect of any breach or any other matter arising under the Contract.

15.2 Upon termination or cancellation at any time any licence granted by the Company to the Customer in respect of Copyright Material or otherwise in connection with the Contract shall automatically be revoked and the Customer shall forthwith return to the Company any documentation or materials which are the property of the Company and which are in its possession or under its control, further any payments due to the Company which shall become immediately payable.

16. Bankruptcy or Liquidation

16.1 If a voluntary arrangement is proposed or approved, an administration order is made, or a receivership or administrative receiver is appointed over any of the Customer's assets or undertakings or a winding-up resolution or petition is passed or presented (otherwise than for the purposes of a solvent reconstruction or amalgamation) or if any circumstances arise which entitle the Court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding up petition or to make a winding up order or if the Customer is an individual firm or partnership or other unincorporated body an interim order is applied for or made or a voluntary arrangement approved or if a petition for bankruptcy order is presented or a bankruptcy order is made against the Customer or if a receiver or trustee in bankruptcy is appointed of the Customer's estate or other similar equivalent action is taken against the Customer by reason of its insolvency or in consequence of debt, the Company shall without prejudice to any claim or right may otherwise have the right to

    16.1.1 cancel the Contract summarily by notice in writing without compensation to the Customer;

    16.1.2 give notice to any Administrator, Receiver, Receiver Administrator or Liquidator or other person with the option of continuing the Contract;

    16.1.3 require Goods which are at the Customer's premises, which are owned by the Company or Goods, which have not been paid for by the Customer or otherwise allowed to the Company under these Conditions of Sale to be returned to the Company.

17. Force Majeure

Any Contract may be cancelled or suspended in whole or in part by the Company without liability on its part for any loss or damage arising directly or indirectly from such cancellation or suspension in consequence of the prospect happening or result of any dispute, Act of God, war, civil commotion, legislation, breakdown of machinery, inability to obtain supplies, inability to obtain raw materials, equipment, fuel, power, or transportation inability to obtain any necessary import, other licences or consents of any governmental authority or any other cause or circumstances whatsoever beyond its control.

18. Waiver

18.1 The failure of the Company to insist in any one or more instances upon the performance of any of the Terms or Contract shall not be construed as a waiver or relinquishment of the Company”s rights under this Contract or to future performance of Terms.

18.2 If any part of these Terms is rendered void or unenforceable at law that part shall be severable from the remainder of these Terms, which remain in full force and effect.

18.3 The Customer shall not be entitled to assign the benefit and/or burden of these Terms without the prior written consent of the Company.

19. Special Conditions

Where Special Conditions are stated these conditions shall apply equally with the Terms shown herein, save that, where there are any inconsistencies between the special conditions and these Terms, the special conditions shall prevail and take precedence.

20. Interpretation

20.1 The headings in these Terms are for convenience only and shall not govern their meaning or construction.

20.2 In the event that any term, condition, provision, clause or phrase of the Terms shall be nullified or made void by any statute, regulation, order by the decision or order of any court having jurisdiction, the remaining terms, conditions and provision of the Contract shall remain in full force and effect.

21. Law

All Contracts with the Company shall be governed and construed in all aspects in accordance with the Laws of England and the parties hereby submit to the non-exclusive jurisdiction of the English Courts.

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