A&E Group

(A&E Systems Sdn Bhd, A&E Systems Ltd, A&E Systems PTY Ltd, Alocit International Ltd)

CONDITIONS OF SALE

(NOTE: THESE CONDITIONS CONTAIN EXCLUSION CLAUSES)

1. DEFINITIONS

(i) In these conditions:

"Company" means the relevant A&E Group Company

"Goods" means the products and/or services supplied by the Company

"Customer" means the Company, firm or person buying the Goods from the Company

"Conditions" means the standard terms and conditions of contract set out in this document.

"Contract" means the entire contract in writing for the supply of Goods by the Company to the Customer and incorporating the Conditions.

(ii) Headings are for ease of reference only and shall not affect construction.

2. APPLICATION OF CONDITIONS

All Goods supplied by the Company are supplied on the following Conditions and no variation to these Conditions shall have effect unless expressly accepted by a Director of the Company in writing. The Company’s Conditions exclude any other terms and conditions which the Customer may seek to impose whether or not the Customer's conditions are contained in any offer acceptance or counter offer made by the Customer.

3. QUOTATIONS

All quotations given by the Company are subject to written acceptance by the Company on receipt of the Customer's order and the Contract will only be formed when the Company has accepted the Customer's order. Customer's orders must be placed within three months of the Company's quotation.

4. ACCURACY OF DESCRIPTION OF GOODS

All descriptions specifications and particulars submitted by the Company or otherwise contained in the Company's price list or other published matter are approximate only and none of these shall form part of the Contract or give rise to any independent or collateral liability upon the Company being intended merely to present a general idea of the Goods as described therein.

5. PRICE

All prices are the Company's current prices at the time of quotation and are exclusive of sales taxes (VAT/GST etc) unless otherwise stated. The price payable for the Goods shall be the price ruling at the date of despatch and the Company shall be entitled to adjust the price of the Goods at any time between the date of confirmation of order and the date of delivery of the Goods to take account of any increase in costs incurred by the Company.

6. SPECIFICATION OF GOODS

The Customer shall be responsible to the Company for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Customer and for giving the Company any necessary information to enable the Company to perform the Contract in accordance with its terms. The quantity, quality and description of, and any specification for the Goods shall be set out in the Customer's order.

7. DELIVERY

7.1 Delivery shall be deemed to have been effected when the Goods leave the Company's premises.

7.2 Time for delivery is not of the essence and the Company shall not be liable for any loss or damage caused by late delivery or by non-delivery.

7.3 The Company shall be entitled to make delivery by instalments and to invoice separately for each instalment. Where delivery is made by instalments each instalment shall be construed as the subject of a separate agreement to which all the provisions of these Conditions shall (with any necessary alterations) apply. Failure by the Company to make any delivery or part delivery in accordance with these conditions or any claim by the Customer in respect of such delivery or part delivery shall not entitle the Customer to reject the balance of the Goods agreed to be purchased by the Customer.

7.4 Where the Company has agreed to deferred delivery such delivery shall be accepted by the Customer within six months from the date of the order. If the Customer fails to take delivery within such a period the risk shall pass to the Customer and the balance remaining undelivered together with storage costs shall be invoiced to the Customer and payment shall become immediately due.

7.5 Goods which are manufactured specifically to a Customer's order and which the Customer agrees to collect ex works must be collected within seven days of the Company notifying the Customer that the Goods are ready. If the Goods are not collected within this period the Company shall be entitled to invoice the Customer for the Goods and to charge for storage of the Goods, the Goods being held at the Customer's risk.

7.6 Where delivery of the Goods is to be made by the Company the Company reserve the right to deliver up to 10% more or 10% less than the quantity ordered without any adjustment in the price and the quantity so delivered shall be deemed to be the quantity ordered.

7.7 Deviations in quantity of the goods delivered from those stated in the Contract shall not give the Customer the right to repudiate the Contract or to reject the Goods (save insofar as they materially exceed the amount ordered) or to claim damages for breach of Contract and the Customer shall be obliged to accept and pay at the Contract rate for the quantity delivery (except insofar as the Customer has the right to reject the Goods under this condition).

7.8 Where a Customer requires an order to be delivered over a period of time, the Customer shall agree a programme of deliveries with the Company before the commencement of the order which shall not be varied unless expressly consented to by a Director of the Company. In the event of variation the Customer will indemnify the Company fully against all expenses incurred by the Company as a result of such variation.

8. PAYMENT

8.1 For Customers with an established credit account the price of the Goods shall be due and payable on the 30th day following the date of invoice unless otherwise agreed in writing by a Director of the Company.

8.2 For new Customers and those without a credit arrangement Goods must be paid for before delivery.

8.3 Time for payment shall be of the essence and the Company shall be entitled to charge interest at 4% above the minimum lending rate of Barclays Bank plc (both before and after judgement) from the date when payment was due until actual payment on all overdue accounts.

8.4 The Company reserves the right at any time to demand security for payment before continuing with or delivering any order and shall be entitled to treat the Contract as repudiated if the Customer makes any default in payment or, being a Company, goes into liquidation or an Encumbrancer takes possession or a Receiver is appointed or being an individual becomes Bankrupt or Insolvent or enters into an Administration Order.

9. RISK AND PROPERTY

9.1 Risk in the Goods shall pass to the Customer when the Goods are delivered or collected by the Customer or its agents.

9.2 Notwithstanding that risk in the Goods shall have passed to the Customer legal title in the Goods shall not pass to the Customer until full payment in cleared funds is received by the Company for the Goods and no other amounts are then outstanding from the Customer to the Company in respect of other goods supplied by the Company.

9.3 Until title to the Goods passes to the Customer the Customer shall not do anything with the Goods which would cause the Goods to become unidentifiable as belonging to the Company and shall keep the Goods properly stored protected and insured and the Goods shall be stored in such a way as to be clearly identifiable as belonging to the Company.

9.4 The Customer shall be entitled to use or re-sell the Goods in the ordinary course of its business before property passes. If it does use or re-sell the Goods, the Customer shall do so as licensee for the benefit of the Company and the following provisions shall apply:

a) in re-selling the Goods, the Customer shall act as agent of the Company but shall not have authority to create privity of contract between the Company and any person to whom the Goods are sold.

b) the Customer shall hold any proceeds from the sales of the Goods as trustee on behalf of the Company and shall pay any such proceeds into a bank account opened for that purpose so that they may be identified as the property of the Company.

c) the Customer will on request provide the Company with full details of the bank account opened in accordance with sub-clause 9.3(b) including the name of the bank holding the account, the account number and the balance on the account from time to time.

d) if the Customer resells any Goods on credit terms, it shall on request assign to the Company any rights it may have against its Customer under the resale contract.

e) the Customer shall be entitled to receive by way of commission, any amount by which the proceeds of any resale under this clause exceeds the total amount due to the Company on all accounts between the Company and the Customer and

f) the Company's interest in the monies held for its benefit under this clause shall determine automatically when the Customer has paid all sums due from it to the Company.

9.5 The Customer may use any equipment supplied as part of the Goods under this Contract in the course of its business, even though the Goods may be the property of the Company in accordance with clause 9. However, once the Customer does use any such equipment, the following provisions shall apply:

a) An additional rental charge of 1% of the value of the equipment will be charged for every day the equipment is in the possession of the Customer from the date when payment was due until actual payment on all overdue accounts.

b) All warranty terms for the Goods are null and void until such time as full payment has been received by the Company for the Goods.

9.6 Until such time as the property in the Goods passes to the Customer the Company shall be entitled at any time to require the Customer to deliver up the Goods to the Company and if the Customer fails to do so forthwith to enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods.

9.7 The Company shall at any time be entitled to appropriate any payment made by the Customer in respect of any Goods in settlement of such invoices as the Company may in its absolute discretion think fit notwithstanding any purported appropriation by the Customer.

9.8 If the Customer fails to pay for the Goods in accordance with the terms relating to payment in these Conditions the Company shall be entitled as an alternative to repossessing the Goods in accordance with Clause 9.6 above to bring an action against the Customer for the price of the Goods regardless of the fact that property may not have passed to the Customer.

10. INSPECTION - SHORTAGES

10.1 The Customer shall inspect the Goods on delivery or on collection (as the case may be) or as soon as reasonably practicable thereafter to ensure that they comply with the quantity, quality and description of and any specification for the Goods as set out in the Customer's order.

10.2 The Company shall be under no liability for any defects or shortages that would be apparent on careful inspection if the terms of this clause are not complied with and in any event unless a complaint is notified to the Company by telephone within 24 hours of delivery, detailing the alleged defect or shortage and confirmed in writing within seven days, the Company will be under no liability.

10.3 In all cases where the customer complains of defects or shortages the Company shall without prejudice to the question of liability generally be under no liability in any event if it has not been given an opportunity to inspect all the Goods before they had been used by the Customer or if the Goods have already been used by the Customer, if the Customer is unable to prove (by whatever method) to the reasonable satisfaction of the Company that the defect or shortage has been caused due to the Customer's use of the Goods in accordance with any specification for the Goods as set out in the Customer's order.

11. WARRANTY

11.1 The Company warrants that it has title to and the right to sell the Goods.

11.2 No representation or warranty is given by the Company as to the suitability or fitness of the Goods for any or any particular purpose other than in accordance with any specification for the Goods as set out in the Customer's order and the Customer shall satisfy himself in this respect and shall be totally responsible therefore.

12. LIMITATION OF LIABILITY

12.1 Introduction

a) The following provisions set out the Company's entire liability (including any liability for the acts and omissions of its employees agents and sub-contractors) to the Customer in respect of any breach of its contractual obligations arising under the Contract and any representation statement or tortious act or omission including negligence arising under or in connection with the Contract

AND THE CUSTOMER'S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF THIS CLAUSE 12

b) Nothing in clause 11 shall exclude or restrict the Company's liability for death or personal injury.

c) Each of the sub clauses in clause 12 is to be treated as separate and independent.

d) The Company is willing to undertake liability additional to that provided for by this clause in exchange for a higher price.

12.2 Defects

a) The Company will replace or repair the Goods if any defects which the Company is reasonably satisfied are caused by faulty manufacture materials or workmanship are discovered within twelve months from the date of despatch. The decision to replace or repair the Goods will be entirely at the discretion of the Company. The Company shall not be liable for defects caused by abnormal use misuse or neglect or any use not in accordance with any specification for the Goods as set out in the Customer's order.

b) The Customer may only claim the benefit of this clause if he informs the company of the relevant defect by telephone within 24 hours of discovery and confirms in writing within seven days of discovering it.

12.3 Exclusion of Liability

In consideration of the Company's obligations under this clause the Customer agrees that apart from the terms set out herein no other terms conditions or warranties express or implied statutory or otherwise shall form part of the Contract.

12.4 Exclusion of Consequential Loss

a) The Company shall not be liable for any consequential or indirect loss or damage suffered by the Customer howsoever arising whether or not caused by the Company's negligence

b) Without prejudice to the generality of the foregoing the Company shall not be liable for loss of profits loss of Contracts and damage to property of the Customer or anyone else whatsoever howsoever arising and whether or not caused by the Company's negligence.

12.5 Limitation

Without prejudice to clause 12 of these Conditions or to the Company's other rights hereunder the Company's total liability for any one claim or for the total of all claims arising from any one act or default of the Company (whether arising from the Company's negligence or otherwise) shall not in any event exceed the Contract price for the goods.

13. SAMPLE GOODS

In those circumstances where the Company supplies a sample to Customers or prospective Customers it is not intended to provide them with a contractual specification of the Goods or to constitute a sale or offer of sale by sample and the Customers shall be responsible to the Company for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Customer in accordance with clause 6.

14. HEALTH AND SAFETY AT WORK.

The Company gives notice to the Customer that information and product literature is available concerning the conditions necessary to ensure that the Goods supplied against the Contract will be safe and without risk to health when used, handled, processed, stored or transported by a person at work. The Customer should immediately contact the Company if he is not in possession of such information or literature. The Company also gives notice that Goods are sold in containers which have any necessary hazard information as part of the container identification label. The Customer undertakes to comply with any stated conditions for the prevention of Health and Safety Hazards.

15. ASSIGNMENT

The Customer shall not assign or transfer or purport to assign and transfer the Contract or the benefit thereof to any other person whatsoever.

16. FORCE MAJEURE

The Company shall not be liable for any failure or delay in delivering the Goods to the extent that delivery is prevented, frustrated, impeded and/or delayed or rendered uneconomical arising from circumstances outside the Company's control including for example Acts of God, War, Riot, Explosion, Abnormal Weather, Fire, Flood, Strikes, Lock Outs, Government Action or Regulation (UK or otherwise) delays by suppliers, accidents, shortage of materials or manufacturing difficulties.

17. CANCELLATION

No cancellation by the Customer is permitted unless agreed by the Company in writing. In the case of any order in excess of £2,000 in value no cancellation by the Customer is permitted unless expressly agreed by the Managing Director of the Company in writing. In the event of cancellation the Customer will indemnify the Company fully against all expenses incurred by the Company together with liquidated damages of 15% of the Contract price.

18. NOTICES

Any notice to be given hereunder shall be in writing and shall be deemed to have been duly given if sent or delivered to the Company at its address (given below) or such other address as that party may from time to time notify in writing and shall be deemed to have been served and sent by post 48 hours after posting.

19. JURISDICTION

The contract between the Company and the Customer shall be governed and construed in accordance with English law and all disputes arising in relation to the Contract shall be submitted to the jurisdiction of the English courts.

20. EXPORTS

20.1 These Conditions shall apply to all export sales except as varied in this clause

20.2 It is hereby expressly agreed that the uniform law on International Sales shall not apply to the Contract.

20.3 Where the goods are to be delivered outside the United Kingdom:

a) payment shall be made in the manner specified in the Contract.

b) the Goods shall be delivered upon the terms endorsed upon the Contract and any terms used shall bear the meaning as set out in Incoterms 2000 as revised from time to time save where inconsistent with the provisions contained in these conditions.

c) the Customer shall reimburse the Company for any carriage freight and insurance and other charges to the extent that any such costs incurred by the Company are not included in the price of the Goods.

d) The Customer shall be responsible for arranging for testing and inspection of the Goods at the Company's premises before shipment if reasonably practicable. The Company shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection prior to shipment or in respect of any damage in transit.

e) the risk in the Goods shall pass to the Customer in accordance with the terms endorsed on the Contract.

Last updated 6.3.14

A&E GROUP 2014