TERMS AND CONDITIONS

1.         Interpretation

1.1       In these conditions “the company” means JAYMIC SYSTEMS LTD “conditions” mean the terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the customer and the company.

“contract” means a contract for the sale or provision and purchase of goods and any contract include the conditions.

“customer” includes any person, firm or company who accepts a quotation of the company for the sale of goods or whose order for goods is accepted by the company or who purchases or contracts for the purchase of goods from the Company.

“delivery address” means any address for delivery of goods agreed in writing or (failing which) at the Company’s discretion any address for delivery given in the company’s quotation or any address or business premises used by a customer in correspondance or otherwise used, advertised or notified.

“documents” includes without limitation plans, drawings, artwork photographs, models, patterns, specification, samples, data and technical information of every description whether written oral or three dimensional.

“goods” means any good (including any instalment of goods or any parts for them) and/or services and work which the Company is to supply, provide or carry out or supplied, provided or carried out by the Company for a customer.

“indemnified matters” includes without limitation all liability, actions, proceedings, claims, demands, injury, loss, (including consequential and indirect loss) damage, damages, costs and expenses whatsoever and howsoever arising.

“intellectual property rights” means intellectual and industrial property rights of all kinds including without limitation know-how, patents, trade marks, service marks, registered design and copyright.

“writing” includes telex, cable, facsimile, transmission and comparable means of communication.

1.2       The headings in these conditions are for convenience only and shall not affect their interpretation.

2.         Basis of Contract

2.1       The conditions will apply to any order, for any acceptance or an order and to any contract for the exclusion of any other terms and conditions.  No variations or additions shall be effective unless agreed by a director of the Company in writing.  Any terms or conditions in a customers order or otherwise sought to be imposed by a customer and not agreed by the Company in writing shall have no effect and delivery by the Company shall not imply or constitute acceptance or any such conditions.  The conditions supersede all conditions previously issued by the Company.

2.2       Estimates do not constitute contractual offers and remain open to a order within 28 days.  An offer or order is not deemed to be accepted without written confirmation on the Company’s acceptance form.

2.3       The Company may correct any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Company without liability.

2.4       The Company has authority to make any changes to the customers order or other documents to make them conform to the conditions and/or condition 2.1.

3.         Customer Returns

3.1       The customer is legally bound to purchase the goods comprised in the contract and return of goods will not be accepted without prior written consent of a director of the Company. In no event will returns or cancellation be accepted on goods made to customers order.

3.2       The customer will be responsible for the packing and carriage of any goods returned for any reason which will remain at the risk of the customer until actual receipt by the Company.  The Company may in any event refuse to accept back any goods which have deteriorated or been damaged during return.

4.         Risk

4.1       When carriage is arranged by the Company by its own transport or otherwise delivery shall be deemed to take place at the moment when possession or control of goods are offered to transferred to the customer or its agent at a delivery address before off-loading or otherwise.  When carriage is arranged by the customer by its own transport or otherwise delivery shall be deemed to take place when possession or control of goods are passed by the Company to the carrier or at the end of the fourth day after the Company has given notice that goods are available for collection, whichever shall be the earlier.

4.2       Risk in respect of goods shall pass upon delivery.

4.3       The customer shall insure goods against loss or damage in their full invoice price in the joint names of the Company and the customer from delivery until payment in full has been made.

4.4       Receipt or delivery note signed by or on behalf of a customer or by its purported agent, employee or carrier or a statement that goods have been duly delivered signed by an agent, employee or carrier of the Company shall be conclusive proof that goods have been duly delivered and as to the date of time of delivery.

5.         Deliveries

5.1       Estimated delivery dates (if any) are given in good faith but are not binding unless so confirmed in writing in the company’s acceptance of an order and in the event time shall not in this respect be of the essence of the contract.

5.2       If transport of goods is by the Company or its carrier the Company will deliver goods to a delivery address

5.3       Goods may be delivered by the Company in advance of the quoted delivery date upon giving reasonable notice to the customer.

5.4       Where the contract provides for delivery by schedule or instalments (whether or not on specified dates) and the customer fails to take delivery of an instalment the Company shall not in any event be bound to make up such instalment according to any informal or binding schedules, programme or timetable.

5.5       A contract for scheduled deliveries or by instalments is for the purchase of all the goods comprised in the contract and the customer may not refuse to take or accept delivery of any consignment or treat a contract as repudiated on account of any alleged failure, shortage or defect in that or any other delivery.

5.6       When the customer is to arrange carriage the customer shall procure:-

5.6.1    that delivery takes place as soon as possible after the Company has given notice that a consignment is ready and in any event within four days of such notice and

5.6.2    that the transport is suitable in all respects to carry the goods involved and the Company may without liability withhold delivery if in its opinion the transport is unsuitable in any respect.

6.         Failure to arrange or accept delivery

6.1       If the customer fails to accept or take delivery by or from the Company or if there is no representation of the customer at the delivery address to accept delivery or if the customer does not pick up goods within four days of notice as aforesaid (whichever may be the case):-

6.1.1    the Company at its own initiative (and without prejudice to any rights against the customer) or at the request of the customer may store goods at the risk of the customer and the customer shall pay upon demand the reasonable storage costs of the Company and all other expenses involved including insurance (at the Company’s option). Costs of re-delivery, loadings and unloading and goods may be re-invoiced at the rates ruling at the date of actual despatch.

6.1.2    the Company may deliver by itself or by its agent at the cost of the customer any goods which the customer has failed to collect within four days of notice as foresaid:

6.1.3    the Company may sell goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the customer for the excess over the contract price or charge the customer for any shortfall below the contract price;

6.1.4    the Company may deposit goods at or near the delivery address which shall continue due delivery;

6.1.5    risk in goods shall pass to the customer forthwith; and

6.1.6    the customer shall be deemed to have inspected and accepted goods as satisfactory and complete in all respects.

7.         Unloading

The customer shall provide adequate labour and facilities at the delivery address for unloading goods and shall indemnify the Company from and against the indemnified matters under or in respect of unloading operations.

8.         Quantities

8.1       By way of confirmation orders are accepted on the basis that they constitute an unqualified order for the full quantity unless otherwise agreed by the Company in writing.

9.         Prices

9.1       Price lists are subject to alternation at any time and quoted prices are estimates only.  Unless fixed prices are expressly agreed in writing by Company in its acceptance of an order the price payable by the customer shall be at the Company’s rates ruling at the date of delivery.

9.2       The Company may in any event increase the price of goods to reflect any increase in costs to the Company due to any factor beyond the Company’s control (including without limitation, foreign exchange, fluctuation, currency regulation, alteration of duties, increase in the costs of labour, materials or other costs of manufacture, change in delivery dates, quantities or specifications requested by the customer or delay caused by instructions of the customer or failure of the customer to give the Company adequate information or instructions).

9.3       Prices are based on work being done during the Company’s normal working hours and overtime shall be charged at the Company’s additional rates applicable at the time.

9.4       All quotations are strictly net ex works and no discounts will be allowed unless in agreed writing.

9.5       Prices are subject to the addition of VAT at the rates ruling at the date of tax point.

9.6       Prices in currencies other than pounds sterling are subject to variation in price based on the exchange rate applicable at the date of payment.

9.7       The Customer shall pay or reimburse any tax, levy or charge of whatever nature imposed by the authorities in any foreign country.

9.8       Unless otherwise agreed in writing costs of transport, packaging and insurance will be borne by the customer and, if arranged by the Company will be included in the invoice.

9.9       A minimum order charge of £10 will be made on orders under that figure.

9.10     The Company may charge cost of pallets and returnable containers to the customer in addition to the price of goods but may allow credit to the customer provided that they are returned undamaged to the Company and payment of invoice is made by the due date.

10.       Payment

10.1     The Company may invoice the customer before, on or at any time after delivery of goods or any instalments.

10.2     Payment terms are net cash and payment is legally due and owing upon service of invoice.

10.3     Payment shall be due notwithstanding that delivery may not have taken place or that property in goods as not passed to the customer and the Company may without liability withhold until final payment has been made.

10.4     The time of payment shall be of the essence of the contract.

10.5     Receipts for payment will be issued only upon request.

10.6     The Company may at any time at its discretion require the customer to provide security for payment or withdraw any credit facilities and/or require the customer to make payment in cash (and then payment shall be legally due forthwith).

10.7     Without prejudice to any other rights of the Company it may charge interest (both before and after any judgement) at the rate of 4% over base lending rate from time to time of the Company’s bankers from the due payment date until date of payment on any payment overdue and interest shall accrue from day to day.

10.8     Payment shall not be deemed to have been made until payment in cash or cleared funds has been received by the Company

10.9     The Customer shall not be entitled to withhold payment of any sums due to the Company by reason of any claim by the customer relating to any goods, deliveries of work.

10.10   If the customer fails to make any payment by the due date then without prejudice to any other rights of the Company:

10.10.1            the Company shall be entitled to suspend all or any other deliveries or work under that or any other contract with the customer and in such event the customer shall not in any respect be released from his obligations to the Company under that or any such other contract:

10.10.2            the Company shall be entitled to treat the relevant contract or any other contract with the customer as having been unlawfully terminated by the customer and to claim damages for breach of contract accordingly.

10.10.3            the Company may cancel any discount previously allowed and charge the full price.

10.10.4            the Company may appropriate any payment made by the customer (on any account) to any goods under the contract or any other contract as the Company may think fit (notwithstanding any purported appropriation by the customer).

11.       Title

11.1     While any money remains owing by the customer to the Company on any account (whether due for payment or not):

11.1.1  title to all goods (under any contract) shall remain vested in the Company notwithstanding delivery or passing of risk;

11.1.2  the Company may recover and re-sell any goods and the customer shall deliver any goods to the Company upon demand and the Company may enter upon any premises of the customer or any third party where the goods are stored to repossess goods whether or not they have been affixed to any property and/or to examine any goods.

11.1.3  the customer shall hold all goods as trustee for the Company, stored separately, properly protected and insured and clearly identified as the Company’s properly;

11.1.4  the customer’s authority to use or resell goods is not implied and any authority given by the Company may be revoked at any time and is automatically revoked when any money owing to the Company becomes overdue for payment or on the occurrence of any event specified in condition 20;

11.1.5  the customer shall give the Company written notice forthwith of any resale of goods;

11.1.6  any resale of goods by the customer will be as agent for the Company and shall be on the condition that title does not pass to the purchaser except on the same basis as set out in this condition 11; and

11.1.7  to the extent of any money so owing the customer shall pay the proceeds of any resale of goods including proceeds of any insurance or factoring of debts into a separate interest bearing bank account for the Company and in the case of tangible or non-monetary proceeds shall keep the same stored separately, properly protected and insured and clearly identified as the Company’s property;

11.1.8  if the goods are incorporated or included in other products, such products shall be the property of the Company and the provisions of this condition 11 shall apply to such products.

11.2     the customer may not pledge or in any way charge by way of security for an indebtedness any goods which remain the property of the Company but if the customer does so all monies owing by the customer to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable.

11.3     Nothing contained in this clause shall confer any right on the customer to return goods or to refuse or delay payment.

11.4     The provisions of this condition 11 shall continue to apply notwithstanding that goods are incorporated in the customer’s or other goods or products.

12        Acceptance

The customer will be deemed to have received, inspected and accepted goods as satisfactory and complete in all respects unless written notice of alleged non-delivery, shortage or defect is given to the Company (a) in the case of alleged non-delivery forthwith when the customer becomes aware of ought reasonably to be aware that delivery is overdue or should have taken place in the ordinary course of events or that the Company purports to have made delivery. (b) in the case of alleged under-delivery, shortages or damaged goods within 3 days from delivery and (c) in the case of alleged defects or failure to comply with specification forthwith upon the same becoming apparent and in any event within 30 days from delivery.

13        Complaints

13.1     the Company shall be given every facility to examine at the delivery address goods the subject of any complaint and to take them back to the Company’s premises.

13.2     If requested by the Company the customer at the customer’s risk will return to the Company carriage paid goods the subject of complaint.  The Company will be under no obligation whatsoever in respect of goods which have deteriorated or been damaged during return transit.

13.3     The Company may at its sole discretion either replace or make up or repair any goods which are incomplete or defective or may refund the price or give credit therefore and the Company shall be under no further liability to the customer.

14.       Specifications

14.1     The customer shall ensure the accuracy of the terms of any order (including all applicable documents) submitted by the customer and shall give the Company any necessary information relating to goods within a sufficient time to enable the Company to perform the contract in accordance with its terms.

14.2     Subject to the conditions the quantity, quality and description of and any specification of goods shall be those set out in the Company’s quotation or as otherwise agreed or accepted by the Company in writing.

14.3     All dimensions are nominal only.

14.4     If goods are to be manufactured or any process is to be applied to goods by the Company in accordance with documents or tooling submitted by the customer the customer shall indemnify the Company  against the indemnified matters in respect thereof and in particular but without limitation in respect of alleged infringement of any intellectual property rights and any sum or sums paid or agreed to be paid by the Company in settlement of any claim.

14.5     The Company shall not obliged to provide test or performance certificates unless agreed in writing.  Any cost incurred in carrying out such testing or inspection shall be paid by the customer in addition to the price of goods.

14.6     The Company may without notice make any changes in the specification of goods which are required to conform with any applicable safety or other statutory requirements or which do not materially affect their quality or performance.

15.       Warranties

15.1     So far as and to the fullest extent permitted by law all conditions and warranties whether express or implied and whether arising by statue, custom of the trade or at common law are excluded.

15.2     The Company shall not in any event be liable for loss of profit, injury, damage or any consequential or special loss or damage sustained by the customer howsoever arising and in no event shall the Company’s liability exceed the contract price.

15.3     The Company shall not be liable in any respect except as provided in the conditions.

15.4     If the Company fails to deliver the goods in circumstances that the Company is liable to the customer the Company’s liability shall be limited at the Company’s option.

15.4.1  to the excess (if any) of the cost to the customer (in the cheapest available market) of similar goods to replace those not delivered over the price of the goods; or

15.4.2  to replacing the goods within a reasonable time; or

15.4.3  to the amount of any insurance monies received by the Company in respect of the loss or non-delivery of the goods; or

15.4.4  to assigning to the customer any claim the Company may have against the carrier.

15.5     Any advice or recommendation given by the Company or its employees or agents to the customer or its employees or agents as to the storage, application or use of goods which is not confirmed in writing by the Company is followed or acted upon entirely at the customer’s own risk and accordingly the Company shall not be liable for any such advice or recommendation which is not so confirmed.

15.6     The customer acknowledges that:

15.6.1  no statement of representation (save as may have been made by the customer in writing) which may have been made to the customer or anyone concerned on the customer’s behalf by or on behalf of the Company induced the customer to enter into the contract.

15.6.2  any such statement or representation as aforesaid does not form part of the contract and

15.6.3  any liability of the Company and any remedy of the customer at law or in equity in respect of any such statement or representation as aforesaid is hereby excluded save in so far as liability in respect of any particular statement or representation may not be excluded pursuant of law.

15.7     In no event will the Company be liable:

15.7.1  in respect of goods which are given unfair or improper usage or which are used for any purpose other than that for which supplied or in abnormal working conditions.

15.7.2  in respect of goods which have been damaged or altered or repaired in any manner after delivery;

15.7.3  for fair wear and tear;

15.7.4  if the customer has failed to follow instructions and recommendations or use, maintenance or otherwise;

15.7.5  if the price for goods has not been paid in full by the due date;

15.7.6  in respect of any defect in goods arising from any documents or tooling for instructions given by the customer;

15.7.7  in respect of any good not manufactured by the Company but the Company at the request and cost of the customer shall use its reasonable endeavours to pass to the customer the benefit of any warranty or guarantee given by the manufacturer;

15.7.8  in respect of goods which have been used after discovery or defect; or

15.7.9  if the customer has not served notice in due time under the provisions of condition 12.

15.8     Fitness for Purpose

The Company takes every care with regard to the quality and standard of manufacture of the goods it supplies as far as it is able but as they are used for a multiplicity of purposes and the Company has no control over the method of their application or use, the Company excludes so far as it legally may do so any condition of warranty implied by statute or otherwise as to the fitness of its goods for any particular purpose.  Any technical co-operation between the Company, its suppliers and the Buyer shall not affect this condition, which the employees or agents of the Company have no authority to vary by express words or otherwise.

16.       Documents and Information

16.1     The customer shall indemnify the Company against the indemnified matters in respect of and affecting the Company’s tangible property which is at any time in the customer’s possession or control.

16.2     The customer shall at all times as well after as during the performance of the contract maintain and procure strict confidentiality as to all matters concerns of the Company and its business and affairs and any documents and intellectual property rights of the Company and shall not disclose the same to any third party or use the same except as may be necessary for the performance of the contract only.

17.       Safety of Goods

17.1     The customer shall forthwith provide the Company with all information relating to any defects or safety hazards in goods of which it becomes aware or of which it ought reasonably to have become aware.

17.2     The customer shall provide any person who uses or may use goods with any information (including instructions) provided by the Company which affects or any affect the safe use of goods and shall comply with all reasonable requirements of the Company to ensure the safety of goods or of any such person.

18.       Indemnity

So far as and to the fullest extent permitted by law the customer shall indemnify the customer from and against indemnified matters arising under or in connection with a contract from any cause other than negligence or breach of contract by the Company under the conditions.

19.       Force Majeure

The Company shall not be liable to the customer or be deemed to be in breach of the contract by reason of any delay in delivery or any delay in performing or any failure to perform any of the Company’s obligations if the delay or failure was due to any cause beyond the Company’s reasonable control.  Without prejudice to the generality of the foregoing, the following  shall be regarded as causes beyond the Company’s reasonable control : Ace of God, explosion, flood, tempest, fire or accident; war or threat of war; sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws; prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, import or export regulations or embargoes: strikes, lockouts or other industrial actions or trade disputes (whether involving employees of the Company or of a third party); difficulties in obtaining materials, labour, fuel, parts or machinery; power failure or breakdown in machinery.

20.       Termination

Without prejudice of any of its other rights or remedies the Company may without liability cancel a contract or suspend further deliveries or work:

20.1     if the customer shall commit any breach of this or any other contract with the Company including (without limitation) any failure to make any payments on the due date;

20.2     if being an individual the customer shall die;

20.3     if a meeting of the shareholders of the customer (being a company) is convened for the purpose of considering a resolution for the winding up of the customer or a meeting of the creditors of the customer is convened or the customer goes into liquidation or there is a winding up petition or if circumstances exist in which the customer may be wound up by the Court;

20.4     if the customer does or fails to do anything which could entitle any person (including without limitation any debenture holder or secured creditor) to initiate or which could give rise to a relevant event; or if any step is taken (including without limitation a resolution being passed, a meeting being called, a petition being presented or any order being made) for or towards a relevant event; or if any relevant event shall occur: and in this condition a ‘relevant event’ means a voluntary arrangement (as defined by Ss1 and 253(1). Insolvency Act 1986), any scheme, arrangement or composition with or any assignment for the benefit of all or any creditors of the customer; bankruptcy of the customer (being an individual) or any member of the customer (being an unincorporated firm or a partnership); the levying threat, or enforcement of any distress, execution or other legal process upon or sued against or any other exercise of rights over or against any assets, property or undertaking of the customer; the taking possession by an encumbrancer of any asset, property or undertaking of the customer; the appointment of a receiver or manager or an administrative receiver, liquidator or other similar official  or insolvency practitioner in respect of the customer or any assets, property or undertaking of the customer; the appointment of an administrator or similar official or the making of an administration order of or in respect of the customer; and any similar or analogous event:

20.5     if the customer becomes insolvent or unable to pay its debts (within the meaning of the S123 or S268 Insolvency Act 1986) or permits any judgement against it to remain unsatisfied for 14 days:

20.6     if the customer ceases or threatens to cease to carry on business;

20.7     if any event occurs in relation to the customer under the laws of any other jurisdiction which is similar to or analogous with any of the events described above; or

20.8     if the Company reasonably considers that any of the events mentioned above is about to occur and notifies the customer accordingly.

21        Sub-Contractors

The Company may sub-contract all or any part of the job.

22.       Severance

The conditions are considered to be reasonable in the circumstances and the trade.  Any avoidance or restriction or limitation upon them or their effects shall be limited to the condition or the part of the condition and the issue to which it specifically relates and applies.  If any condition or part of a condition or limitation of liability is found to be invalid and would be valid if modified by extension of  time or otherwise it shall at the option of the Company take effect with such modification or amendment as may be necessary to make it valid and effective.  If the Company at is discretion decides that the effect of any such avoidance restriction or limitation is to defect the original intention of the parties the Company may without limited liability cancel the contract.

23.       Jurisdiction

The contract between the Company and the customer shall be deemed to have been made in England and shall be governed in all respects by English law.  The customer shall submit to the jurisdiction of the English courts provided that the Company at its option may bring any legal proceedings against the customer in the courts of any other country.

24.       Arbitration

Any dispute at the option of the Company in its sole discretion may be referred to an Arbitrator to be appointed by the President for the time being of the Norwich Law Society and his award including any direction as to payment of fees and costs in the Arbitration shall be binding on both parties.

25.       Waiver

No indulgence, forbearance or delay by the Company or delay permitted by the Company shall constitute any bar to its enforcement of its rights at any time and no waiver in respect of any breach shall operate as a waiver of any other or subsequent breach.

26.       Notices

26.1     Any notice or communication (including without limitation invoices or other documents) may be sent by first class post, telex or facsimile or delivered to the Company at its registered office or to the customer at any address which it may have used in correspondance with the Company or (if the customer is a Company) at its registered office or may be served personally on any director or the secretary of the customer.

26.2     A notice by first class post shall be deemed serviced on the next day after posting.

26.3     A notice by telex or facsimile shall be deemed served at the time of sending.