1. Definitions and of Conditions

The Company means PARALOGIC LIMITED. These conditions shall apply to and be incorporated into every contract between PARALOGIC LIMITED and any person, firm or company ("the Customer") under which the Company supplies goods or services.
The Customer means any person, firm or company purchasing the goods or services supplied by Paralogic Limited. These conditions shall supersede all earlier conditions of the Company. These conditions shall take precedence over any conditions of the Customer unless otherwise agreed in writing by a director of Paralogic Ltd. References to "goods" include the supply of any services to be supplied by the Company to the Customer. "Contract" means the agreement between the Company and the Customer for the sale of goods and/or the supply of services. A Specific Condition of Contract is that the Company reserves the right to decline to trade with any company or person. In the event the Company declines an order in respect of which payment has been received, the full amount of such payment will be refunded.

2. Delivery

Any delivery dates quoted whether verbally or otherwise are estimates only, not guaranteed. Time quoted for delivery is not a condition of the contract. Delivery of the goods to the Customer's address or any other place stipulated by him shall constitute delivery and the risk therein shall pass upon such delivery to the Customer. The Company shall be entitled to make partial deliveries by installments and these conditions shall apply to each partial delivery. The Company will not be liable for any failure to meet a delivery date nor for the loss or consequential loss of any time arising from a delay in delivery howsoever caused.

3. Force Majeure

The Company will not be deemed to be in breach of any of its obligations under the contract or otherwise be liable to the Customer due to any damage, delays or non-performance directly or indirectly caused by lack of instructions from customers, governmental regulations or requirements. Nor any failure to perform any such obligations by reason of any cause or event beyond the Company's control (including without limitation breakdown of plant or machinery, strike or industrial dispute, shortage of materials or failure of or delay in receiving supplies, act of war (declared or not). Other causes, whether similar in nature to any of those herein specified, deemed beyond the Company's reasonable control, include Acts of God and any law regulation of any government or any local or municipal authority. If any such event continues for more than 28 days the Company may terminate the agreement forthwith by written notice to the Customer without prejudice to the accrued rights of either party.

4. Price

Unless otherwise stated any prices quoted by the Company are

a. Exclusive of value added tax and any other taxes
b. Exclusive of carriage, packing and insurance; back orders may incur
additional carriage charges
c. Liable to be varied by the Company in accordance with cost variations

The Company reserve the right to amend payable prices for orders placed in person, electronically, via website, fax, post or telephone. In such Cases, the customer will be advised of any changes to price prior to dispatch and given the opportunity to amend or cancel the order without penalty.
Prices quoted are those current at the time of quotation and the price payable by the Customer shall be that which is current at the time of dispatch to the Customer.
Where the Customer does not adhere to agreed call offs, the Company reserves the right to amend the price structure in accordance with the quantities delivered.

5. Payment Terms

a. The Customer is liable to pay for all goods supplied to him by the Company on or before the 30th day following the date of invoice or in accordance with any individual settlement terms agreed in writing with the Company.
b. The Company reserves the right to suspend deliveries where payment is not received in accordance with paragraph (a) of this clause or in accordance with any alternative items of payment agreed in writing. Where payment is not made in accordance with the terms of paragraph (a) the Company shall be entitled to charge interest on the amount due from that date until the date of payment in full (whether before of after judgment) at 5% over the base rate of Barclays Bank Plc.
c. The Company reserves the right to hold, on file, valid credit card details to be held as surety against an account; only to be used in the event of non-compliance with the Company's standard Terms and Conditions. If the Company is able to deliver some items comprising the goods the subject of an agreement but unable to deliver all such items due to cause beyond its control, the Customer shall pay for such items as are delivered.

6. Telephoned Orders

If requested, the Customer agrees to send to the Company a written order in confirmation of any telephoned orders duly marked with any confirmation reference given by the Company. Otherwise the Company cannot accept liability for any duplication of delivery that may occur.

7. Retention of Title of Goods

Even though the goods may have been delivered and the Customer may be responsible for any loss or destruction of or damage to the goods and not withstanding any other provision of these conditions, the legal and beneficial ownership of the goods will remain the property of the Company until the Company has received payment in full of: -

a. All sums payable to the Company in relation to all contracts and agreements.
b. All other sums due from the Customer to the Company when, the sums referred to in (a) are paid, in respect of the supply of any other goods or services.

Until the Customer becomes the owner of the goods in accordance with 5(a/b) the Customer shall hold the goods as fiduciary agent and bailee for the Company who may, at any time and without prior notice, require the Customer to store the goods in such a way that it can be identified as the Company's property (whether or not they form part of or are affixed to any other item) and keep it separate from the Customer's own property and the property of any other person. At any time whatsoever the Company shall be entitled to recover goods property in which remains in the Company and for that purpose the Customer hereby grants to the Company, its agents and employees an irrevocable license to enter any premises where such goods are stored in order to repossess the same. If in the normal course of business the Customer shall sell goods the property in which remains (prior to such sale) in the Company:

1. The Customer shall hold on trust for the Company absolutely all the benefit and/or rights arising under any such contract of sale.
2. The Customer shall hold on trust for the company absolutely all proceeds of any such contract of sale and shall pay the same into a separate bank account ("the trust account") (which shall at no time have paid into it monies other than the monies held on trust for the Company and shall at no time be overdrawn) as trustee for the Company.

If as a result of or of the exercise of its rights referred to above (01) & (02), the Company receives any monies, the same will not in whole or in part discharge:

a. The Customer's liability to pay the purchase price under this or any other contract between the Company & Customer
b. Any other debts owed by the Customer to the Company

However if as a result of payment by the Customer of all or part of the monies owed by it to the Company under this or any other contract together with receipt by the Company of monies as a result of or of the exercise of its rights under (01) and/or (02) above, the Company receives in total monies exceeding in amount the Customer's contractual debts to it, the Company shall pay to the Customer a sum equivalent to such excess. The Customer's rights to use or sell the goods are automatically revoked on the appointment of an administrative receiver to the Customer.

8. Drawings etc.

All drawings, descriptive weights, dimensions and the descriptions and illustrations contained in the Company publications and website are approximate only and do not form part of this contract or agreement. In addition, drawings, technical documents issued either before or after the conclusion of this agreement for the use or information of the Customer and such other information as may be supplied to the Customer including specifications shall not be copied, reproduced or communicated by any third party without the Company's prior written consent.

9. Losses or Damage in Transit

a. The Company will not be responsible for damage to any of the goods or loss of the goods or part thereof in transit or for any discrepancy between the goods delivered and the contracted goods to the Company unless the Customer gives written notice of a claim to the Company and to the carrier (as appropriate).

I. In the case of damage within 3 days after having received the goods
II. In the case of loss or shortage within 7 days of the date of delivery of the other goods under the relevant consignment.

b. At time of delivery the Customer will also be asked to sign a copy of the Company's carrier's delivery manifest or similar; as acknowledgement of receipt of goods. The Customer should inspect the goods carefully as an unqualified signature shall be deemed to signify the Customer's acceptance that the goods are in good condition.

10. Guarantee

If within 12 calendar months of their being delivered any defect in the goods is discovered which is directly due to faulty materials or workmanship, or if a valid claim is made by the Customer under section nine Losses or Damage (a.I) hereof, the Company will at its option remedy the defect or damage by replacement or repair or give a credit note to the Customer. The cost of credit/repair shall be limited to no greater than the original purchase price.
The guarantee will be subject to the following conditions: -

I. It will not apply to defect or damage resulting from any alteration or modification to the goods without the Company's prior written consent, incorrect storage, normal wear and tear, overloading, misuse, abnormal conditions of use, maintenance or repair not carried out by the Company, use which is not in accordance with the Company's or the manufacturer's instructions, any act or omission of the Customer or any third party or any fault in any other goods or equipment.
II. If required the Customer may be requested to complete and submit the Company's Returns Material Authorisation form in relation to any such defect or damage. If it appears to the Company from the information submitted on this that such defect or damage is covered by the guarantee then a RMA number will be issued confirming the goods in question may be returned, subject to verification by the Company after inspection of the goods. RMA numbers issued by the Company are valid for 1 month from the date of issue. After this period a new RMA number must be obtained for legitimate return.
III. Allegedly defective or damaged goods must be returned to the Company carriage paid at its address stated overleaf, together with their original packaging and all related manuals and accessories. Please ensure that the goods/parcels in question are both packaged in the appropriate fashion and clearly labeled with the relevant RMA number. Failure to do so may result in the products/parcels being refused at our warehouse or delay in dealing with the return.
IV. The guarantee will apply to goods replaced or repaired under the guarantee for the balance of the original guarantee period.
V. Unless the Company otherwise decides, a credit note for use in accordance with clause 10(I) will only be given if the customer notifies the Company of the alleged defect, damage or discrepancy within 7 days of the customer's receipt of the goods.

11. Exclusion of Liability

a. The guarantee in condition 10 will be in substitution for all other terms, warranties and conditions, express, or implied, statutory or otherwise in relation to the goods (except for the Company's title to them), which are hereby excluded to the fullest extent permitted by law.
b. The guarantee in condition 10 will be in substitution for all other terms, warranties and conditions, express, or implied, statutory or otherwise in relation to the goods (except for the Company's title to them), which are hereby excluded to the fullest extent permitted by law.
c. Neither the Company nor its servants and agents will be liable in contract or in tort (including negligence) nor in any other way for any consequential or indirect loss, liability or damage or for any other claim for consequential compensation whatsoever (including loss of profit, costs or expenses or loss of data) arising howsoever from or in connection with the agreement or any breach or non-performance of any provision of it by the Company or any fault in or the supply, use, presence or resale of the goods.

Excluding the Company's liability arising under Condition 10, all warranties or Conditions implied by law regarding the goods and without affecting Conditions 11(a) and (b), the aggregate liability of the Company whether arising in contract or tort (including negligence) or otherwise howsoever for any loss, cost, damage, injury or liability (whether consequential or indirect or otherwise) resulting from or in connection with the agreement or any such breach or other matter as is referred to in Condition 11(b) will be limited to an amount equal to the net invoice value of the goods. The limitation on any exclusions from liability contained in these Conditions shall be subject to the provisions of section 2(1) of the Unfair Contract Terms Act 1977.
The Company shall not be liable for the loss or damage to the software programs during the repair or upgrade of any goods whether or not the same are under warranty.

12. Returned Goods and Cancellations

The Customer shall not return any goods (except in accordance with section ten Guarantee) or cancel any orders without first completing a RMA form and then receiving the company's confirmation quoting the RMA number. The Company disclaims liability for any returns whilst in transit to the Company. The Company reserves the right to charge a reasonable handling charge where this is justified. Goods returned for replacement or credit when supplied correctly, will be subject to a minimum 15% handling charge. Such consent will not be given where goods have been specially purchased by the Company to meet the Customer's requirements.
The Customer shall not be entitled to cancel an order once accepted in whole or part except by prior agreement with the Company and against prior payment of a reasonable cancellation charge, if deemed appropriate; to be specified by the Company.

13. Copyright, Patents, Trade Marks and Intellectual Property Rights

The Customer acknowledges that rights in respect of trade marks, trade names, copyrights, patents and other intellectual property rights connected with the goods do not pass to the Customer. The Customer agrees to indemnify the Company against all liabilities, costs and expenses which the Company may incur as a result of work done in accordance with the Customer's specifications which involve infringement of any patent or other propriety right.

14. Subcontracting

The Company reserves the right to sub-contract any part of any work or supply of any goods or services.

15. Constructions and Use

The Company shall not be responsible for adapting or modifying any goods to conform to statutory requirements not current at the time of the acceptance or order.

16. Termination

The Company shall be entitled by notice in writing to terminate any contract without prejudice to any claim or right the Company may otherwise make or exercise where:-

a. The Customer is in breach of any term, condition or provision of this agreement or required by law.
b. The Customer shall go into liquidation (except for the purpose of reconstruction) or if any petition or resolution to wind up the Customer shall be presented or if a receiver is appointed of the Customer's undertaking property of assets or if a distress shall be levied upon any of the Customer's property or if the Customer shall commit any act of bankruptcy.

17. Jurisdiction and Law

This contract shall in all respects be construed and operate as an English contract, conform to and be governed by English law and be subject to the jurisdiction of the English courts.

Paralogic Limited
1d Haddenham Business Park
Thame Road
Haddenham
Bucks HP17 8LJ