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The purchaser (hereinafter called ‘the Customer’) hereby agrees to purchase from Sensor Centre Limited (hereinafter called Sensor Centre) and Sensor Centre hereby agrees to sell to the Customer the units of equipment specified on the reverse side hereof (hereinafter called ‘the Equipment’) upon the terms and conditions appearing hereunder and on the reverse side hereof.  No additions or modifications to, or terms inconsistent with these terms and conditions contained in any acceptance or confirmation of, or writing by the Customer will be binding upon Sensor Centre unless agreed in writing by the Managing Director of Sensor Centre.

PAYMENT  Unless specifically amended at the time of quotation and noted on the reverse side hereof, the Customer agrees to pay Sensor Centre without any deduction whatsoever, the total amount shown on each invoice covering the Equipment purchased pursuant to this agreement within 30 days of such invoice.  Unless otherwise specified Sensor Centre reserve the right to charge interest at the prevailing bank loan rates on any sums outstanding beyond Sensor Centre’s agreed terms of settlement.

RETENTION OF TITLE AND RISK  The goods shall be at the Customer’s risk when the goods are delivered to the Customer or to any person, firm or company acting on his behalf.  The goods shall be deemed to have been delivered to the Customer or to any person, firm or company acting on his behalf when they are delivered to a carrier even though we may have arranged for the carrier’s services to be provided and even though we may pay or charge for the cost of carriage.

In spite of delivery having been made, title of goods shall not pass from us until:

(i)                   the customer shall have paid the price plus VAT in full: and

(ii)                 no other sums whatever shall be due from the Customer to us

Until title of the goods passes to the Customer in accordance with clauses (i) and (ii) above, the Customer shall hold the goods and each of them on a fiduciary basis as bailee for us.  The Customer shall store the goods (at no cost to us) separately from all other goods in its possession and marked in such a way that they are clearly identified as our property.

We shall be entitled to recover the price plus VAT notwithstanding that the title of any of the goods has not passed to the Customer.

Until such time as title of the goods passes from us the Customer shall upon request deliver up such of the goods as have not ceased to be in existence or resold to us.  If the Customer fails to do so we may enter upon any premises owned, occupied or controlled by the Customer where the goods are situated and repossess the goods.  The Customer shall not pledge or in any way charge by way of security for any indebtedness any of the goods the title to which remain with us.  Without prejudice to our other rights, if the Customer does so all sums whatever owning by the Customer to us shall forthwith become due and payable.

The Customer shall insure and keep insured the goods to the full price against ‘all risks’ to our reasonable satisfaction until the date the title of the goods passes from us and shall whenever requested by us produce a copy of the policy of insurance.  Without prejudice to any other rights we may have if the Customer fails to do so all sums whatever owing by the Customer to us shall forthwith become due and payable.

VALUE ADDED TAX  All quoted prices are exclusive of Value Added Tax which will be added at the rate prevailing on the date of invoice.

SCHEDULING  When placing your order please confirm in writing the delivery schedule stipulating a start date for the first delivery.  The call-off period shall not exceed 12 months.  In the event of cancellation, of the whole or any part, we would levy a 20% cancellation charge based on the sum of the unshipped portion of the schedule at the time of cancellation.  If parts are custom parts then the customer shall pay in full for all unshipped parts that have already been purchased to use in their manufacture.

DELIVERY  Sensor Centre shall deliver the Equipment in accordance with any shipment schedule mentioned overleaf to the address or addresses shown overleaf.  Any delay or default in the performance of any obligation of Sensor Centre under this clause caused directly or indirectly by acts of God, Government, war, civil commotion, strikes or labour disputes, fire, flood or any other cause or causes (whether or not of like nature) by matters beyond the reasonable control of Sensor Centre shall not be deemed to be a breach of agreement.  At the option of Sensor Centre and following notice to the Customer, the operation of the said agreement shall be deemed to be suspended until such cause our causes of the delay have been remedied.  Carriage and packaging charges will be added for each shipment made to the Customer’s premises.

WARRANTY  Sensor Centre warrants that the Equipment will be free from defects in material and workmanship which prevent the Equipment from performing in accordance with published specifications.  The duration and nature of Sensor Centre’s obligations shall be limited to supplying at Sensor Centre’s expense the labour and parts necessary to remedy such defects provided that the defective Equipment is delivered to Sensor Centre’s repair centre at the Customer’s expense within 12 months of the date of original shipment, unless otherwise specified.  Sensor Centre will accept no responsibility whatsoever for any defects of whatever nature where the Equipment is being used in conjunction with the equipment not approved by Sensor Centre or where evidence of misuse is apparent.  The Customer shall afford Sensor Centre prompt and reasonable opportunity to inspect the Equipment as to which any claim is made.  Batteries and consumable supplies are specifically excluded from this warranty.

LIMITATIONS OF LIABILITY  Sensor Centre shall not be liable or responsible for any consequential losses howsoever caused and the Customer’s exclusive remedy shall be limited to repair or replacement of the defective equipment upon the return of the Equipment.

INTERPRETATION  The Laws of England shall govern the validity of this agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto.


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