IQ SYS Ltd Standard Terms and Conditions of Trade

1. DEFINITIONS

In these Conditions the following expressions shall have the following meanings:

1.1 “The Company” is IQ SYS Ltd

1.2 “Goods” means the articles or things supplied by the Company to the Client under the terms of the Contract

2. GENERAL:

2.1 The QA Ltd Standard Terms and Conditions (‘the QA terms’) shall apply to all contracts entered into by the Company but in the event of any inconsistency between those Terms and a term appearing in these Conditions the latter shall prevail. Terms appearing on or in a Contract shall prevail over both the QA terms and these Conditions.

2.2 For the purpose of these Conditions any reference in the QA Terms to ‘the Company’ shall mean IQ SYS Ltd and ‘services’ shall be read as if a reference to goods

2.3 In the event that the Company supplies both goods and services the QA terms, insofar as consistent with these Conditions, shall apply to the services element of the Contract whilst these Conditions shall apply to the goods.

3. PRICE:

3.1 The price payable for Goods shall unless otherwise stated in the Contract be the list price of the Company current at the date of despatch and in the case of an order for delivery by instalments the price payable for each instalment shall, at the option of the Company, be either:

3.2 the list price current at the date of supply of the Goods in question unless expressly stated to be fixed or firm for a period: or

3.3 the list price current at the date of any invoice sent pursuant to Condition 4.2.

4. TERMS OF PAYMENT:

4.1 Unless otherwise agreed by the Company in writing payment for Goods shall be due within 28 days of the date of the invoice provided always that payment shall become due on demand in any event forthwith upon the occurrence of any of the events referred to in Condition 9 of the QA terms.

4.2 If the Goods are delivered in instalments the Company shall be entitled to invoice each instalment as and when delivery thereof has been made and payment shall be due in accordance with Condition 7.3 of the QA terms in respect of each instalment whereof delivery has been made notwithstanding non-delivery of other instalments or other default on the part of the Company.

5.1 The period for delivery of Goods shall be the period within which the Goods are intended to be despatched from the Company's Premises and shall be calculated from the time of the receipt by the Company of the Client's order or from the receipt of all necessary information to enable the Company to manufacture or procure the manufacture of the Goods whichever shall be the later and the Client shall take delivery of the Goods within that period.

5.2 All times or dates given for delivery of the Goods are given in good faith but without any responsibility on the part of the Company. Time of delivery shall not be of the essence of the Contract nor shall the Company be under any liability for any delay beyond the Company's control.

5.3 Where the Goods are handed to a carrier for carriage to the Client or to a United Kingdom port for export any such carrier shall be deemed to be an agent of the Company and not the Client for the purposes of Sections 44, 45 and 46 of the Sale of Goods Act 1979.

5.4 Section 32(3) of the Sale of Goods Act 1979 shall not apply to Goods sent by the Company.

5.5 No liability for non-delivery, loss of or damage to the Goods occurring prior to delivery or for any claim that the Goods are not in accordance with the Contract will attach to the Company unless claims to that effect are notified in writing by the Client to the Company (and in the case of claims for non-delivery loss or damage with a copy to the carrier if the Company's own vehicles have not been used to deliver the Goods):

5.5.1 Within two days of delivery for loss, damage or non-compliance with the Contract; or

5.5.2 For non-delivery, within ten days of the date of the invoice.

5.6 In the event of a valid claim for non-delivery, loss, damage or non-compliance with the Contract, the Company undertakes at its option either to re-supply or replace the Goods at its expense but shall not be under any further or other liability to any person in connection with such non-delivery, loss, damage or non-compliance.

5.7 If the Client shall fail to give notice in accordance with Condition 5.5 of this clause the Goods shall be deemed to be in all respects in accordance with the Contract and the Client shall be bound to accept and pay for the same accordingly.

5.8 If for any reason the Client is unable to accept delivery of the Goods at the time when the Goods are due and ready for delivery the Company may at its sole discretion without prejudice to its further rights store the Goods at the risk of the Client and take all reasonable steps to safeguard and insure them at the cost of the Client provided that the Client shall be immediately informed thereof.

5.9 The Company shall have the right to make delivery by instalments of such quantities and at such intervals as it may decide, and any express provision as to instalments in the Contract shall be in addition to and not in derogation of this right.

5.10 Unless otherwise stated prices are exclusive of carriage and insurance to the Client's premises and delivery shall take place at the Company's Premises.

Goods supplied in accordance with the Contract cannot be returned without the Company's prior written authorisation. Duly authorised returns shall be sent to the Company's Premises at the Client's expense.

7.1 From the time of delivery the Goods shall be at the risk of the Client who shall be solely responsible for their custody and maintenance but unless otherwise expressly agreed in writing, the goods shall remain the property of the Company until all payments under the Contract have been made in full and unconditionally. Until title to the goods has passed to the Client the Client shall keep the Goods separate and identifiable from all other Goods in its possession as bailee for the Company.

7.2 In the event of any resale by the Client of the Goods the beneficial entitlement of the Company shall attach to the proceeds of sale or other disposition thereof so that such proceeds or any claim therefore shall be assigned to the Company and until and subject to such assignment shall be held in trust in a separate identified account for the Company by the Client who will stand in a strictly fiduciary capacity in respect thereof.

7.3 In the event of failure to pay the price in accordance with the contract the Company shall have the power to re-sell the Goods such power being additional to (and not in substitution for) any other power of sale arising by operation of law or implication or otherwise and for such purpose the Company and its servants and agents may forthwith enter upon any premises or land occupied or owned by the Client to remove the Goods.

7.4 Pending payment of the full purchase price of the Goods the Client shall at all times keep the Goods comprehensively insured against loss or damage by accident, fire, theft and other risks usually covered by insurance in the type of business for which the Goods have been supplied in an amount at least equal to the balance of the price for the same from time to time remaining outstanding.

8.1 The Contract shall not constitute a sale by description or sample.

8.2 Any Conditions or Warranties (whether express or arising from conduct or a previous course of dealing or trade custom or usage) as to the quality of the Goods or their fitness for any particular purpose (even if that purpose is made known expressly or by implication to the Company) or as to the correspondence of the Goods with any description or sample are hereby expressly negated.

9.1 In substitution for all rights which the Client would or might have but for these Conditions the Company undertakes in the case of Goods supplied by the Company that if within the period of 90 days from the date of despatch of the Goods by the Company a serious defect in materials or workmanship appears in them it will at its own discretion either credit to the Client in full the price paid by the Client to the Company for them or repair them or supply a replacement for the Goods free of charge at the place of delivery specified by the Client for the original Goods provided that in any case they have been accepted and paid for.

9.2 The Company's obligations contained in Condition 9.1 above are subject to:

9.2.1 The Goods having been used in an appropriate manner and/or as prescribed in the operating instructions (if any);

9.2.2 Faulty parts being returned to the Company at the Client's expense if so requested;

9.2.3 the Goods not having been modified or repaired otherwise than by the Company or otherwise interfered with.

9.3 Where the Company's liability under this Condition 9 can be fulfilled by the supply of a replacement part it will arrange for delivery and undertake liability for loss or damage in transit or otherwise to the same extent as for the Client's original order. Any other costs involved must be borne by the Client. In order to exercise its right under this Condition the Client shall inform the Company within seven days of the date when such defect appeared or ought reasonably to have been discovered and shall thereupon return the defective Goods carriage paid to the Company's Premises.

9.4 Nothing herein shall impose any liability upon the Company in respect of any defect in the Goods arising out of the acts omissions negligence or default of the Client its servants or agents including in particular but without prejudice to the generality of the foregoing any failure by the Client to comply with any recommendations of the Company as to storage and handling of the Goods.

9.5 Where the Goods are for delivery or are delivered by instalments any defect in any instalment shall not be a ground for cancellation of the remainder of the instalments and the Client shall be bound to accept delivery thereof.

9.6 Nothing herein shall have the effect of excluding or restricting the liability of the Company for death or personal injury resulting from its negligence in so far as the same is prohibited by United Kingdom statute.

9.7 No guarantee whatsoever is given in respect of items supplied by the Client or a contractor to the Client which are incorporated in Goods at the direction of the Client.