Terms and Conditions of Sale - Easat Antennas Limited

1)      These are the only Conditions on which Easat will sell Goods and can only be varied by written amendment signed by a director. These Conditions together with the matters referred to in Easat's quotation embody the entire understanding of the parties and are in lieu of any representation of any type, promises or undertakings, whether express or implied. Easat's acceptance of any order is subject to these terms which shall be deemed accepted unless the Buyer indicates to the contrary within 5 days of the date of acceptance.

2)      The Price of Goods is given in the quotation which is exclusive of Value Added Tax, export duties, import duties, excise duties, or any taxes or duties. Prices will only be increased if there is any change or alteration of Easat's supply which is not fully attributed to Easat. Extra or non-standard tests, certification, documentation and witnessing by the Buyer (or his representative) not included in the quality plan or specifications in the quotation, and storage and administration costs incurred by Easat as at result of a lack of or inadequate instructions or specifications shall be charged for.

3)      Easat reserve the right to modify payment terms or reject an order, should Easat not be able to obtain satisfactory credit insurance cover on the Buyer in relation to the value of this order.

4)      Payment is contractually due from Buyer on the date of invoice but must be made not later than 45 days from the invoice date. If any payment is overdue, interest will be charged from the date of invoice until actual payment on a daily rate of 5% above prevailing National Westminster Bank plc base rate. Payment shall be made in full without any set off by Buyer. Easat is entitled to suspend all work under the contract or withhold deliveries whilst any payment is overdue.

5)      Easat relies both for pricing and manufacture on any technical documentation supplied by Buyer being delivered on time and being accurate and entirely suitable for production of the Goods. Easat shall not be held responsible for such technical documents whilst in Easat's possession, nor for any claims which in any way arise out of Easat's use of such technical documents.

6)      Easat retains ownership of the Goods, property in which shall not pass to the Buyer until paid for. Until paid for i) Buyer holds the Goods as bailee with a duty to fully insure the Goods, nominating Easat as beneficiary. ii) Proceeds of sale of the Goods shall be held separately in trust for Easat absolutely. iii) Buyer grants an irrevocable license to Easat to enter any of Buyer's premises to repossess the Goods. Risk in the Goods shall pass to the Buyer when they are tendered for delivery.

7)      Easat warrants at the time of delivery the Goods will comply with the specification, performance criteria or standards referred to in the quotation or later agreed between the parties. It is expressly agreed that when Goods have satisfactorily completed the tests and/or calculations have been provided, in accordance with clause 7, the Goods shall be deemed to comply with all and any relevant specifications or performance criteria or standard. If there is any failure to comply with the above prior to delivery Easat shall have reasonable time and opportunity to rectify the Goods.

The Buyer must satisfy itself and is solely responsible for the suitability of all such specifications, performance criteria or standards to ensure Goods are suitable for their intended use.

8)      Acceptance of the Goods shall occur on satisfactory completion of all agreed tests as follows. a) Easat will carry out all tests referred to in its quotation either at Easat's premises or a test location designated by Easat. If witnessing of tests by Buyer is included, the Buyer's representative shall attend within 3 days of test date being confirmed by Easat. b) Easat shall provide to the Buyer only those calculations of proof of compliance with any specification or performance criteria which have been specifically included in the contract.

9)      Easat shall not be liable for any failure to comply with delivery times which are estimates only. Delivery times will only run from completion of any experimental work and receipt of all information, technical documents or equipment to be supplied by the Buyer. Unless otherwise indicated Goods are priced for ex works delivery and packaging is charged extra. If the Buyer wrongfully fails to accept delivery, it shall reimburse Easat for any costs incurred or loss or expense suffered.

10)      Easat warrants that if the goods fail in mechanical or electrical operation due to any proven defect in design, workmanship or materials within (12) months from the date of delivery, then: i) provided Easat are advised of the defect within 7 days the Goods or provide replacement parts and labour to repair them. b) for Goods not on UK mainland replacement parts will be sent to the contractual point of delivery. A Service Contract to cover labour costs may be purchased separately. ii) This warranty will only apply provided: a) No identification, serial or batch number has been altered, defaced or removed. b) No repair, modification or alteration has been carried out to the Goods other than by Easat personnel. c) The Goods have been properly installed and maintained in accordance with the operating manual and the best industrial practice and standards. iii) Such repair or replacement constitutes an entire discharge of Easat's liability in respect of any defect in design, workmanship or materials and this Warranty is given in lieu of all other warranties or representations, express or implied, statutory or otherwise (except that of title). Easat has no liability if the Goods fail or the Buyer ontends they fail to conform to any relevant specification or performance criterion or standard, once the Goods have passed all test or calculation requirements referred to in clause 7.

11)      It is understood Easat is not an insurer, that if the Buyer requires insurance he shall obtain and pay for it and that the price of the Goods is based on their value and the scope and extent of Easat's liability given in these Terms and Conditions. The Buyer's remedies in these Terms and Conditions are exclusive and Easat does not accept responsibility for any loss or damage to the Buyer exceeding the value of the Goods, however arising, nor in any event, for any indirect or consequential losses including, but not limited to loss of profits, loss of contracts or damages claimed by third parties. Nothing in this clause affects Easat's liability for death or personal injury caused by the negligence (as per the Unfair Contract Terms Act 1977) of Easat or its employees.

12)      It is the Buyer's responsibility to obtain all consents, licenses, permissions, certificates, foreign exchange permits or any other documents to import, buy and pay for the Goods.

13)      If the Goods are manufactured to the Buyer's patterns, design or specification the Buyer shall indemnify Easat against all losses, costs, charges, expenses and damages as a result of any claim or allegation that the Goods infringe any patents, copyright, registered design or other protection or that the Goods do not comply with any legislation, regulations or requirements in force from time to time.

14)      It is expressly agreed that Easat retain all intellectual property rights in the Goods and in any work, research or development undertaken ancillary to the Contract. All documents of any type produced by Easat, whether marked or not, are deemed confidential and the Buyer shall maintain them as secret and confidential. If the Buyer is in breach of these duties it shall indemnify Easat for any claims or losses arising therefrom. No information of a confidential nature may be utilised, reproduced or communicated without Easat's express written consent.

15)      The parties will attempt in good faith to resolve any disputes or claim relating to this Contract promptly by negotiations between senior executives. If this fails, the parties will attempt to resolve the dispute through mediation, executive tribunal or other dispute resolution technique. Any dispute or claim not settled by the above means within 90 days shall be referred by either party, having given notice in writing to the other party, to the arbitration of a person to be mutually agreed upon, or failing agreement, within fourteen days of receipt of such notice, of some person appointed by the President of the Chartered Institute of Arbitrators. This shall not restrict Easat's rights to pursue any claim for outstanding accounts through the Courts.

16)      Easat is entitled to terminate this Contract by written notice without liability and without prejudice to any rights already accrued under the Contract if: a) The Buyer becomes insolvent, goes into liquidation, enters into a composition with its creditors or has an Administrative Receiver appointed over the whole or any part of its undertaking or assets or is made the subject of an Administrative order or any of the foregoing events is threatened: or b) any other contract between the parties hereto is terminated by either party for whatever reason. c) The Buyer is in breach of any of the terms hereof.

17)      Without prejudice Easat shall not be liable for loss, damage, detention or delay due to war, riots, civil insurrection or acts of the common enemy, fire, flood, strikes or other labour difficulties, acts or omissions of the Buyer, embargo, transport shortage, damage or delay in transportation, inability to obtain necessary labour or materials from usual sources, faulty forgings or castings or other causes whatsoever beyond Easat's reasonable control. If performance is delayed due to any such cause the date of delivery or time for completion will be adjusted to reflect the actual time lost, The Buyer's acceptance of Goods constitutes a waiver of any claims for delay.

18)      The Buyer may not without Easat's prior written consent assign, transfer or subcontract any benefits or burdens of this Contract. Waiver of any term of the Contract by Easat is not deemed to be a further or continuing waiver of such term. If any of these terms are held void or unenforceable by any court of law, they shall be void or unenforceable to that extent only and no further and all other terms shall remain valid and fully enforceable.

The construction, validity and performance of this Contract is governed in all respects by English law, and the parties submit to the exclusive jurisdiction of the English courts.