Standard Terms & Conditions of Sale

1. DEFINITIONS
   • ‘Utsi Electronics’ means Utsi Electronics Ltd, its servants, agents or subcontractors.
   • ‘Customer’ means the party whose order for the Product(s) is accepted by Utsi Electronics.
   • ‘Product(s)’ means Utsi Electronics GPR Product(s).
   • ‘Agreement’ means these terms and conditions together with such schedules or attachments as are specifically included by reference.
2. ACKNOWLEDGEMENTS
   • 2.1 Utsi Electronics sells and the Customer purchases the Product(s) subject to these Conditions, which shall govern the Agreement to the exclusion of any other terms and conditions.  The placing with Utsi Electronics of an order in writing by the Customer shall constitute an ‘offer’ and the acceptance of that order in writing by Utsi Electronics shall constitute an ‘acceptance’.
   • 2.2 The quantity and description of the Product(s) to be supplied shall be those set out in the Customer’s order.
   • 2.3 Utsi Electronics reserves the right to make (and shall not be required to give the Customer advance notice of) changes to the quality or specification of the Product(s) where required to conform with any applicable statutory or EC requirements, or to incorporate any technological development.
   • 2.4 No order which has been accepted by Utsi Electronics may be cancelled by the Customer except with the agreement in writing of Utsi Electronics and on terms that the Customer shall indemnify Utsi Electronics in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by Utsi Electronics as a result of cancellation.
3. PAYMENT
   • 3.1 Prices quoted exclude Value Added Tax which, where applicable, will be added at the rate prevailing at the time of invoice.
   • 3.2 Payment is to be made in accordance with the terms quoted by Utsi Electronics to the customer.  Utsi Electronics shall be entitled to charge interest on any sums, which become overdue at the rate of 8% above Natwest Bank base lending rate from time to time.
4. WARRANTY
   • 4.1 The Customer acknowledges that it has received a full and comprehensive demonstration of the Product(s) and is therefore fully aware of the Product’s use and capabilities and Utsi Electronics shall not be liable to the Customer in any way whatsoever or be deemed to be in breach of this Agreement by reason of any failure of the Product(s) to perform properly or adequately save where such failure is attributable to a manufacturing defect in the Product(s) in which case the warranty set out in clause 4.2 shall apply.
   • 4.2 The Product(s) is covered by a 12 month return to Utsi Electronics warranty for parts and labour effective from the delivery date, provided always that the Product(s) has been used by the Customer strictly in accordance with the recommendations and specifications issued for its use. 
   • 4.3 Utsi Electronics shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, failure to follow Utsi Electronics’ recommendations for use, ignorance of the specifications, misuse or alteration or repair of the Product(s) without Utsi Electronics’ written approval, or if the total price for the Product(s) has not been paid by the due date for payment.   
5. RISK AND TITLE
   • 5.1 Risk of damage to or loss of the Product(s) shall pass to the Customer at the time of delivery.
   • 5.2 Notwithstanding Delivery and the passing of risk in the Product(s), or any other term in this Agreement, title in the Product(s) consisting of hardware shall not pass to the Customer until Utsi Electronics has received in cash or cleared funds payment in full of the price of the Products. Title in that part of the Product(s) consisting of computer software shall remain at all times with Utsi Electronics.
6. INTELLECTUAL PROPERTY AND LICENCE
   • 6.1 Subject to 6.2 below, no right or licence is granted under this Agreement to the Customer under any patent trademark copyright design or other intellectual property right (whether registered or not) of Utsi Electronics in the design, specification or manufacture of the Product(s).
   • 6.2 In relation to any computer software supplied by Utsi Electronics, Utsi Electronics grants to the Customer a non-exclusive licence to use the same provided always that the Customer shall not duplicate or allow third parties to use such software.
7. DELIVERY
   • Utsi Electronics will use reasonable endeavours to deliver the Product(s) in accordance with the quoted delivery timescale, but time shall not be of the essence.  Unless agreed otherwise in writing the Customer shall collect the Product(s) from Utsi Electronics’ premises within 7 days of notification that the Product(s) is ready for delivery.  Where Utsi Electronics has agreed Separately in writing to arrange for delivery of the Product(s) to the Customer’s premises, the cost of carriage (including insurance charges) will be chargeable to the Customer unless otherwise agreed.
8. LIMITATION OF LIABILITY
   • Except in respect of death or personal injury caused by Utsi Electronics’ negligence, Utsi Electronics shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of this Agreement, for any indirect, special or consequential loss or damage (whether for loss of profit, expenses incurred in the ordinary course of business or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of Utsi Electronics, its servants, employees or agents or otherwise) which arise out of or in connection with the supply of the Product(s) or their use by the Customer, and the entire liability of Utsi Electronics under or in connection with this Agreement shall not exceed the purchase price paid for the Product(s) by the Customer, except as otherwise expressly provided in this Agreement.
9. EXCLUSIONS
   • 9.1 Subject as expressly provided for in this Agreement, and except where the Product(s) are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
   • 9.2 Where the Product(s) are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Customer are not affected by the terms of this Agreement.
10. EXPORT TERMS
    • 10.1 Where the Product(s) are to be exported the Customer shall be responsible for complying with any legislation or regulations governing the importation of the Product(s) into the country of destination and for the payment of any duties.
    • 10.2 Utsi Electronics shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979 (or any amendment thereto).
11. FORCE MAJEURE
    • Utsi Electronics shall not be liable to the Customer or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of its obligations in relation to the Products, if the delay or failure was due to any cause beyond Utsi Electronics’ reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond Utsi Electronics’ reasonable control: Acts 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 government or local authority; import or export regulations or embargoes; strikes, lock‑outs or other industrial actions or trade disputes (whether involving employees of Utsi Electronics or of a third party); difficulties in obtaining raw materials, labour, fuel, parts or machinery; and/or power failure or breakdown in machinery..  Should such an event occur, Utsi Electronics may cancel postpone or suspend the supply of Product(s) pursuant to this Agreement without incurring any liability whatsoever for any loss or damage thereby occasioned.
12. TERMINATION
    • 12.1 Notwithstanding anything contained elsewhere in this Agreement, Utsi Electronics may terminate this agreement forthwith on giving written notice to the Customer: (a) if the Customer fails to make any payment on the due date, or commits any other breach of the terms of this Agreement, or (b) if any distress or execution shall be levied upon the property or assets of the Customer, or if the Customer shall make or offer any arrangements or composition with creditors, or commit any act of bankruptcy or if any petition to wind it up shall be presented or if a receiver or liquidator is appointed, or if any other order is applied for and/or granted over its assets, then in any of the foregoing events.
    • 12.2 Any such termination shall be without prejudice to any other right or remedy of Utsi Electronics.  Where this Agreement is terminated as provided in this clause all payments to Utsi Electronics for work done or goods will be immediately due and payable.  Any deposits or advance payments received by Utsi Electronics will be non-refundable.
13. GENERAL
    • 13.1 Any notice required by this Agreement to be given by either party to the other shall be in writing and shall be served either by personal delivery (where service takes immediate effect) or by sending the same by first class post to the last known address of the other party and any receipt issued by the postal authorities shall be conclusive evidence of the fact and date of posting of any such notice (and service shall be deemed to take place 48 hours following postage.)  Notices may also be served by fax (with immediate effect).
    • 13.2No waiver by Utsi Electronics of any breach of this Agreement by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
    • 13.3 If any provision of this Agreement is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of this Agreement and the remainder of the provision in question shall not be affected and the parties hereto shall renegotiate the terms of the provision so invalidated with a view to agreeing a revised and valid provision in substitution thereof.
    • 13.4 It is not intended that any third parties should be entitled to enforce the terms of this Agreement (unless otherwise expressly so provided) purely by virtue of the Contracts (Rights of Third Parties) Act 1999.
    • 13.5 This Agreement shall be governed by the laws of England and the Customer agrees to submit to the exclusive jurisdiction of the English courts.

Copyright Utsi Electronics Ltd U101017-B