1. The following terms and conditions shall apply to any contract ("the Contract") between Able Systems Limited (hereinafter called "the Company") and any of it's customers (hereinafter called "the Customer") for the supply of any goods ("Goods") by or on behalf of the Company to the Customer whether pursuant to any quotation or otherwise and without any variation or addition save as is hereinafter expressly provided or as set out in writing and endorsed by the signatures of the Company and the Customer. All orders placed by the Customer are irrevocable but shall not bind the Company until accepted in writing or the Goods are delivered or invoiced.

2. The Contract shall be governed by the laws of the United Kingdom (England) and any dispute shall be subject to the jurisdiction of the Courts of the United Kingdom (England): in the event of any difference of meaning as between these General Conditions of Trading as written in the English language and an alternative language then the English language version shall prevail.

3. All specifications, measurements, brochures and references to power and performance of the Goods are approximations or estimates only and may be varied by the Company at any time without notice.

4. Delivery shall take place at the Company's premises unless agreed otherwise in which case the cost of delivery shall be charged extra to the Customer.

5. The Company undertakes to repair or, at the Company's option to replace, or refund the purchase price of defective Goods, provided that written notice of the defect is received within twelve months of the date supply in the case of Goods manufactured by the Company or within such shorter time as may be guaranteed by the manufacturer of goods supplied by but not manufactured by the Company. The return of Goods to the Company shall be at the responsibility and cost of the Customer. Other than the foregoing guarantee, no liability will be accepted by the Company for any damage or loss, consequential or otherwise, due to supply, offer to supply or failure to supply, or otherwise in connection with, any Goods or services or failure to advise or ensure the fitness for the purpose of any Goods or service or information that shall be provided by the Company, or the use or misuse of such by the Customer.

6. The foregoing guarantee shall be void in the event that any modification or repair or misuse of the Goods has been made whether by the Customer or by a third party.

7. Unless otherwise stated all prices quoted are exclusive of carriage, packing, insurance charges, value added tax and all other taxes and charges of any other nature.

8. The company reserves the right to amend prices without notice and prices invoiced will be those ruling at the date of supply.

9. Amendment or cancellation of the Contract by the Customer shall be valid only if accepted by the Company and any costs incurred by the Company due to such amendment or cancellation shall be payable by the Customer whether the Goods or services the subject of the Contract are delivered or not. Any such cancellation or amendment shall be subject to the Company being indemnified by the Customer for any loss (including loss of profit) or expense which the Company may have suffered or incurred by reason of such cancellation or amendment in the performance or anticipated performance of or in reliance on the Contract. In particular but without prejudice to the generality of the foregoing, the Customer shall pay to the Company all costs incurred by the Company whether directly or indirectly as a result of any refusal for whatever reason by the Customer to accept delivery or any delay by the Customer (for whatever reason) in accepting delivery of any of the Goods beyond the agreed date delivery or the date of notification by the Company to the Customer of readiness of the Goods for delivery (whichever shall be the later).

10. Without prejudice to the remainder of these conditions, whenever the Customer has contracted by means of order and acceptance or otherwise for the delivery of a specified quantity of any Goods, the price under the Contract in respect of that full quantity shall be payable in accordance with these conditions provided only that any agreed date for delivery shall have passed and that the Company shall have effected delivery and/or have notified to the Customer its readiness to effect delivery of such quantity of Goods. The Customer shall not be entitled to reduce the amount of its payment to the Company under such Contract or under these conditions by reference to the actual quantity of such Goods in respect of which it accepts or has accepted delivery.

11. Subject to clauses 9 and 10 above delivery dates where given are the Company's estimate only and unless otherwise provided no penalty shall be incurred by the Company due to failure to supply at the estimated date, or at all.

12. Where credit is given invoices must be paid in full within thirty days of the date of invoice. No discount may be taken or cash or prompt payment or for any other reason unless expressly agreed in writing by; the Company. The company reserves the right to cancel or amend credit terms to any Customer without giving reason.

13. The Company reserves the right to recover from the Customer any legal costs incurred in the proper pursuit of monies owed by the Customer to the Company and to charge interest at the rate of 3% of any such debt per calendar month for so long as such debt shall remain outstanding; beyond thirty days from the date of the invoice, or such other percentage as may from time to time be notified.

14. In addition to the price agreed between the Company and Customer, the Customer shall pay any additional or increased cost or expense incurred by the Company by reason of any suspension or delay in manufacture of delivery of the Goods caused by inadequate or defective instructions given by the Customer or by the lack of or incompleteness of such instructions or by any variations requested by the Customer in specifications concerning design, power or performance of the Goods or by any act omission or default of the Customer.

15. All information whether technological or commercial received directly or indirectly by the Customer from the Company concerning the Goods or the business of the Company, shall be treated and maintained as confidential by the Customer except to the extent that any such information is in the public domain.

16. The Customer acknowledges that the Company holds all the copyright and all other intellectual property rights in all drawings, computer programs, specifications and other printed materials in relation to the Goods and in all software or firmware supplied to the Customer, whether or not contained within semi-conductive devices or equipment (except to the extent that any such rights are vested in any supplier to the Company or other third party) and the Customer shall not copy or permit to be copied or reproduced any of the contents or subject matter of such materials without the express written consent of the Company.

17. The Company shall have a general and particular lien on all money and property which the Customer owns or is entitled to possess which is in the possession of the Company or its agents, which it may sell as the Customer's agent to reduce the Customer's debt to the Company.

18.1 Risk: The risk in the Goods shall pass to the Customer when the Goods are available for delivery to the Customer at the point of delivery stated in the Contract unless otherwise agreed by the parties in writing.
18.2 Title: Property in the Goods supplied shall not pass from the Company to the Customer unless and until the Company has received payment in full (in cash or cleared funds) in respect of:
18.2.1the Goods; and
18.2.2any other sums which are or which become due to the Company from the Customer on any other account whatsoever.
18.3 Storage of the Goods: Until property in the Goods has passed to the Customer, the Customer must:
18.3.1hold the Goods on a fiduciary basis as the Company's bailee;
18.3.2 store the Goods (at no cost to the Company) separately from all other Goods and in such a way as to enable them to be identified as the property of the Company; and
18.3.3 keep the Goods fully insured to their full market value.
18.4 Recovery of the Goods: The Company reserves the right to repossess and uplift any Goods supplied to the Customer and thereafter to resell the same and for this purpose the Customer grants the Company, its agents and employees an irrevocable right and licence to enter any premises where the Goods or other products are or may be stored with or without vehicles during normal business hours.
18.5 Recovery of Proceeds of Sale: The Customer may resell the Goods on the following conditions:
18.5.1any sale shall be effected in the ordinary course of the Customer's business at full market value; and
18.5.2the Customer shall hold such part of the proceeds of sale or otherwise as represent the amount owed by the Customer to the Company, whether tangible or intangible, including insurance proceeds, separate from any moneys or property of the Buyer and any third parties and in a fiduciary capacity on behalf of the Company until payment has been received in full.
18.6 Termination of Customer's Rights: The Customer's right to possession shall terminate immediately if:
18.6.1the Customer has not paid all amounts due to the Company on any account whatsoever;
18.6.2the Customer is declared bankrupt or makes any proposal to his creditors for composition or other voluntary arrangement with its creditors or does or fails to do anything which would entitle a petition for winding up or a bankruptcy order to be presented;
18.6.3 the Customer does or fails to do anything which would entitle any person to appoint a receiver to the whole or part of the Customer's assets or would entitle any person to present a petition for the administration of the Customer or a resolution is passed for the winding up of the Customer;
18.6.4 a judgment against the Customer remains unsatisfied;
18.6.5 the Customer is unable to pay a debt to a third party as it falls due and/or is or is deemed to be insolvent; or
18.6.6 any distress or execution, whether legal or equitable, is levied against any of the Customer's assets.
18.7 Company's Rights: On termination of the Contract, howsoever caused, the Company's (but not the Customer's) rights contained in this clause 18 will remain in effect.
18.8 General: If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.

19. Any payments received by the Customer in respect of any assignment of any debt in connection with any sale of the Goods by the Customer shall be held by the Customer as agent for the Company and the Customer shall be in a fiduciary position to the Company in respect of any such payment so received.

20. The guarantee in clause 5 above in respect of the Goods is in substitution for and there is hereby excluded all conditions warranties or other terms whether express or implied statutory or otherwise as to design specification proven performance quality, fitness for purpose or compliance with sample or description or otherwise or as to title of the Goods.

21. The Company shall not be under any liability of any kind for non-performance in whole or in part of its obligations under the Contract to supply Goods due to causes beyond the reasonable control of the Company or of the Company 's suppliers or due to labour disputes.

22. The Company may without liability cancel the Contract and all further performance thereof (without prejudice to any other right or remedy of the Company under the Contract) where the Customer is in breach of any of its obligations under the Contract and has failed to comply with reasonable notice (being not less than seven days nor more than thirty days) specifying the breach and requiring such breach to be remedied within such period of notice and such period shall have expired without such breach being remedied.

23. The Customer shall ensure fully against and shall fully promptly and effectively indemnify the Company against all expenses and liabilities whatsoever directly or indirectly relating to :
a) Any defect in the Goods or in any product ("Product") in the production or supply of which the Goods are or have been used or incorporated by the Customer or by any third party purchaser deriving title in the Goods directly or indirectly from the Customer (including but without limitation any liability arising under the pursuant to the Consumer Protection Act 1987 or EC Council Directive 85/374/EEC concerning liability for defective products); or
b) Any use by the Company, the Customer or any third party of a trade mark in connection with the Goods or any Product, including any liability arising under or pursuant to the Consumer Protection Act 1987 or the Directive referred to in sub clause (a) of this clause; or
c) Any infringement of any intellectual property rights of any third party caused by the production supply, use or sale of the Goods or any product or by the use of any trade mark; or
d) Any negligent or wilful act or omission of the Customer in connection with the use or supply of the Goods or any Product.

24. The Company reserves the right to amend or waive any or all of these conditions without affecting any other of these conditions and without notice.