Terms & Conditions

TERMINOLOGY

The use of the terms we/us/our within these terms and conditions means Active Electronics.

TERMS AND CONDITIONS OF USE OF THIS WEB SITE

We shall not be liable for any direct, indirect, special or consequential damages whether in contract, tort or otherwise, arising out of the use of this web site or the reliance on information in it. The content of this paragraph and its disclaimers and exclusions shall apply to the maximum extent permissible by applicable laws. Any rights not expressly granted herein are reserved.

DISCLAIMER

We use reasonable care to ensure that the information appearing on this web site is up to date and accurate. While we takes precautions to prevent the occurrence of errors and omissions the user of this web site should not take the accuracy of the information for granted but should check directly with us. None of the material contained in this web site is to be relied upon as a statement or representation of fact. We have no control over the use to which the information may be put by you and accordingly shall not be liable for any loss of profits or contracts or any indirect or consequential loss or damage arising out of or in connection with the use of such information. The statutory rights of a customer dealing with us shall remain unaffected.

LINKS TO OTHER WEB SITES

It is not possible for us to review the content of all of the web sites to which this web site links and we can not be held liable for their content. Users of this web site link to other web sites at their own risk and use those web sites according to the terms and conditions of use of those web sites.

LINKS TO OTHER WEB SITES

CONDITIONS OF SALE

Goods are sold and work is undertaken upon the following conditions:

Acceptance
These conditions shall prevail over any conditions contained in the buyer’s Purchase order or in correspondence or elsewhere. Any term or condition not included in these Conditions of Sale shall be without effect unless it has been expressly confirmed in writing by the seller.
Delivery
1. Unless otherwise stated, carriage and packing are charged extra. A standard carriage and packing charge at the current rate prevailing is applied. Special deliveries are charged to the buyer at cost. Overseas delivery costs will be charged to the buyer in full.
2. While the seller will take all reasonable steps to deliver the goods within the delivery period, the seller accepts no responsibility for failure to do so.
3. The seller reserves the right to deliver in more than one shipment at its discretion.
4. Notwithstanding the provisions of Condition 4, the goods shall be at the buyer’s risk from the time of delivery to him or to any carrier or agent acting on his behalf.
5. The seller reserves the right to ship and bill over or under the quantity ordered in accordance with the manufacturer’s terms and conditions.
Payment
1. All accounts are payable on demand except where a credit account is authorised in writing by the seller, all credit accounts are due for payment 30 days from date of invoice.
2. The seller reserves the right to suspend all deliveries where payment is not received in accordance with paragraph (a) of the is clause, or in accordance with any alternative arrangement which shall be agreed in writing between the two parties, in such an event any agreed period of credit is cancelled and all monies owed to the seller by the buyer becomes immediately due and payable on demand. Where payment is not received on due date the buyer shall pay interest on the unpaid amount from that time until payment, at the rate of 2% per month.
3. The seller also reserves the right to withdraw the credit terms in paragraph (a) of this clause and substitute cash with order terms.
4. No cash or other discount is allowed.
5. Prices quoted do not include VAT.
6. It is a pre-condition of any claim against the seller that the buyer shall have complied in full with the terms of payment and other obligations under these Conditions.
Transfer of Property
1. The seller reserves, in accordance with Section 19 of the Sale of Goods Act 1979, the right of disposal of and retains all right and title to any goods delivered to the buyer under any agreement of sale until either:
  1. The time of receipt by the seller of, (a) all sums payable in respect thereof (whether such sums are due on delivery or are the subject of any credit agreed or granted for any period thereafter), and (b) any other sums due from the buyer at the date of delivery on any other account.
  2. If the buyer incorporates the goods in other goods in the ordinary course of manufacture, until the time of such incorporation whichever of theses two times is the earlier. Until such payment or any such incorporation, the buyer shall hold and store the goods as bailee for and on behalf of the seller. In such a place and way that the goods are clearly and readily identifiable as the seller’s property, and shall deliver them up to the seller forthwith upon the seller’s request made at any time after delivery. Any such request by the seller shall have the effect of bringing to an end the agreement for sale of the goods to the buyer (without prejudice to the seller’s right to claim damages from the buyer for any breach of the agreement for sale prior to such request).
2. Prior to payment as aforesaid and prior to any such request as aforesaid:
  1. The buyer shall be entitled to incorporate the goods in other goods in the ordinary course of manufacture, but shall not otherwise have any right to use the goods and:
  2. The buyer shall not have any right to dispose of the goods, in circumstances where they have not been incorporated in other goods pursuant to (I) except as agent for, and on behalf of the seller. Any such disposal of the goods for and on behalf of the seller shall bring the agreement for sale to the buyer to an end. And the buyer shall receive and keep separate, and hold all rights to the whole proceeds thereof as agent on behalf of and for the sole account of the seller.
Guarantee
1. The seller guarantees to the buyer that the goods will be free from defects caused by faulty materials or poor workmanship for the period of 1 month from the date of delivery. With respect of software programmes, seller does not warrant the intellectual contents to be free from errors. Under this guarantee the seller will, at its option, either repair or give a replacement of equivalent quality (“refurbished”) or issue credit to the buyer for any goods found to be defective by reason of faulty maintenance or poor workmanship provided that:
  1. The seller is notified in writing within 7 days of the discovery of any such defects by the buyer and in any event no later than one month from the date of delivery,
  2. The defective goods are returned to the seller, transportation charges being prepaid by the buyer,
  3. Examination by the seller of such goods shall disclose to its satisfaction that such defects exist and have not been caused by misuse, neglect, accident, improper storage, installation or handling, or by repair or alteration not effected by seller: and
  4. The buyer shall pay to the seller the cost (as certified by the seller) of any examination of such goods as a result of which the seller does not admit liability.
2. The guarantee does not extend to:
  1. Expandable material and
  2. Any goods or parts thereof supplied but not manufactured by the seller, but the seller will, so far as possible, pass to the buyer the benefit of any guarantee given to the seller by the manufacture thereof.
3. IN THE CASE OF A CONSUMER TRANSACTION THIS CONDITION 5 SHALL NOT AFFECT THE STATUTORY RIGHTS OF THE BUYER AS DEFINED IN THE CONSUMER TRANSACTIONS (RESTRICTIONS ON STATEMENTS) ORDER 1976 (AS AMENDED).
Exclusion of Liability
1. Save as expressly provided in Condition 5, the seller shall be under no liability of whatsoever kind howsoever caused whether or not due to the negligence or wilful default of the seller or its servants or agents arising out of or in connection with the goods. All conditions, warranties or other terms, whether express or implied, statutory or otherwise, are hereby expressly excluded provided that nothing in this paragraph shall exclude or restrict any liability of the seller for death or personnel injury resulting from the negligence of the seller or its servants or agents.
2. If it should be held in relation to any claim that paragraph (a) above is not effective the buyer shall not be entitled to reject the goods. Any damages recovered by the buyer shall be limited to the reasonable cost of remedying the breach of contract provided that the seller shall first be offered the opportunity of it self carrying out such remedial work.
3. Except where the contract is an international supply contract having the characteristics specified in section 26 of the Unfair Contract Terms Act 1977. Nothing contained in this Condition shall exclude or restrict.
  1. Any liability of the seller for breach of its implied undertakings as to title and
  2. Where the buyer deals as consumer within the meaning of the Unfair Contract Terms Act 1977, any liability for the seller for breach of its implied undertakings as to conformity of the goods with description or sample or as to their quality or fitness for a particular purpose.
Loss and Damage in Transit
1. The seller will refund the cost of, or at its discretion replace or repair free of charge, any of the goods provided to the sellers satisfaction to have been lost or damaged in transit up to the moment of delivery provided that:
  1. The seller has contracted with the carrier to deliver the goods to the buyer: and
  2. Within three days after the receipt of the goods in the case of damage or within ten days of receipt of invoice in the case of loss. The buyer notifies both the seller and the carrier in writing of the occurrence of the damage or loss and its nature and extent.
Force Majeure
The seller shall have no liability in respect of failure to deliver or perform or delay, in delivering or performing any obligations under this contract, due to any cause of whatever nature, outside the reasonable control of the seller. Including but not limited to civil commotion’s, strikes, lockouts, war, fire, accidents, epidemics, force majeure and causes arising from the acts or omissions of the buyer.
Price Variations
1. The seller reserves the right without notice to alter the price of goods and to correct errors and omissions.
2. Unless otherwise stated prices are for a single consignment to a single address.
3. Where the buyer requests items to be supplied with release certificates the seller reserves the right to make an extra charge for providing such certificates.
4. Where agreed call offs are not adhered to buy the buyer, the seller reserves the right to amend the price structure in accordance with the quantities delivered.
5. This quotation is offered subject to the duty rate applicable at the date of quotation. We reserve the right in the event of the duty rate changing to adjust the price accordingly.
6. Please note where applicable our prices are based on the exchange rate at the date of quotation and our invoices will reflect any change in this rate.
Cancellation and Amendments of Orders
1. No cancellation or amendment of any Order will be accepted unless received by the seller in writing at least 60days before the delivery date notified by the seller to the buyer.
2. Notwithstanding the provisions of 10(a) above no cancellation or amendment of an Order will be accepted where goods have been ordered or purchased by the seller to meet the buyer’s requirements or where a special price has been negotiated with the buyer.
Returned Goods
1. Save under 5(a) II:
  1. No goods may be returned to the seller without the previous consent in writing of the seller.
  2. A charge will be levied on goods returned
  3. Returned goods will not be accepted back by the seller if they have been incorporated into a circuit or otherwise used.
  4. Returned goods must be in the same condition as when sold
2. All costs of returning any goods shall be borne by the buyer
  1. All returned goods must be received by the seller within thirty days of the original delivery date
  2. All returned goods must be accompanied by the original sellers packing note together with the full reason for returning the goods.
  3. All returned goods must be returned to the sellers warehouse.
3. THIS CONDITION SHALL NOT AFFECT THE STAUTORY RIGHTS OF THE BUYER AS DEFINED BY ENGLISH LAW, NEITHER SHALL IT AFFECT ANY MANUFACTURERS GUARANTEEPASSED ON BY THE SELLER TO THE BUYER.
Specification and Finish
Goods are supplied to Manufacturer’s standard specification and of their current standard finish.
Origin of Goods
Unless otherwise confirmed, nothing in this document is to be taken as a representation of the source or origin of manufacture or production of the goods or any part thereof.
Export Controls
If you export, re-export or import Products, technology or technical data purchased under these Terms and Conditions, you assume responsibility for complying with applicable laws and regulations, and for obtaining required import and export authorisations. Seller may suspend performance if you are in violation of applicable regulations.
Patent Rights
The sale of any goods and the publication of any information or technical data relating to such goods does not imply freedom from patent or other protective rights and the seller accepts no liability for infringement of such rights.
Schedule Order
Orders can only be accepted for scheduled delivery when the value of each shipment exceeds £100.
Telephoned Orders
Orders can be accepted by telephone only if an official order number is quoted by the buyer. If a telephone order is confirmed in writing the buyer must mark such written order with any confirmation reference given by the seller when the order was accepted on the telephone. Otherwise the seller cannot accept liability for any duplication of delivery that may occur.
Minimum Order
Goods are supplied only in the multiples quoted and are subject to a minimum order quantity where stated.
Quotations
Quotations are valid for 30 days subject to paragraph (a) of Clause 9 above.
Law
The quotation and any contract that shall result therefrom shall be governed in all respects by to internal Laws of England and the parties hereby irrevocanle submit to the jurisdiction of the English courts.
Sub-contracting
The seller reserves the right to sub-contract at its discretion any part of the work or the supply of any goods for which the seller provides a quotation.
Variation of Terms
These conditions are subject to any express conditions written by the seller on the face hereof.
Life Support Equipment, Devices or Systems
Products sold are not designed for use in life support equipment, devices or systems where malfunction of such product can reasonably be expected to result in a personal injury the seller’s customers using or selling such products for use in life support equipment, devices or systems do so at their own risk and agree to fully indemnify the seller and the manufacturer of such product for any damages and costs of whatever nature for which the seller and/or the manufacturer are liable resulting from such use or sale.
Patent, Copyright or trade mark
In respect of products supplied by the seller to the Buyer in accordance with the buyer’s designs, specifications or instructions:
1. The Buyer shall hold the Seller harmless against any expense or loss, and will defend at its own cost any action brought against the Seller, based upon the claim that the products constitute an infringement of any patent, copyright or trade mark or the misuse of confidential information.
2. The Buyer acknowledges that the supply of the products by the Seller does not convey any patent, copyright or trade mark license or other consent, by implication, estopped or otherwise permitting the use of the same for any purpose.
3. If the products, become or in the reasonable opinion of the Seller may become the subject of a claim for infringement of any patent, copyright or trade mark or misuse of confidential information the Seller may, at its option, on giving written notice to the Buyer:
  1. Cancel the contract for the supply of the products to the Buyer without further liability to the Buyer: or
  2. Require the Buyer at the Buyer’s cost to take such steps as the Seller may reasonably require to enable the Seller to supply the products free of such liability.

CONDITIONS OF PURCHASE

Important

These conditions contain provisions which define the contractual obligations of the company as to price and performance and which limit the authority of employees or agents of the company to make statements and representations. By your acceptance of this order you accept these conditions.

Interpretation
1. In these Conditions “the Company” means ACTIVE ELECTRONICS Plc “the Seller” means the person, firm or company with which the Company shall conclude a contract for the purchase of Goods; “Order” means a purchase order submitted by the Company to the Seller incorporating these conditions; “Goods” means the Goods described in the Order and; “deliver” and “delivery” means physical transfer of actual possession of the Goods to the Company at the address for delivery stated in the Order. Delivery to a carrier shall not be deemed as being delivered to the Company.
2. In the case of any dispute as to construction of any Condition, the Condition shall be interpreted in favour of the Company.
3. The headings to the paragraphs in these Conditions are for convenience only and do not affect the interpretation of the provisions.
General
1. No variation or abrogation of the Order shall be effective unless evidence in writing, signed by a duly authorised officer of the Company and containing a specific reference to these Conditions being varied or abrogated.
2. The commencing of any work by the Seller, the acceptance of any deposit paid by the Company or any other conduct of the Seller pursuant to the Order shall constitute unqualified acceptance by the Seller of the Order.
3. The Seller shall provide right of access to the Company, their customer and regulatory authorities to the applicable areas of all facilities, at any level of the supply chain, involved in the Order and to all applicable records.
4. The Seller shall retain all records of the Order for a minimum period of seven years unless agreed otherwise in writing.
Purchase and Supply
1. The Seller shall sell and deliver and the Company shall purchase and take the Goods (and any services in relation thereto) described in the Order.
2. The Seller shall manufacture the Goods in accordance with any specification, drawing or instructions provided or given by the Company and agreed to by the Seller and shall be liable for all losses to the Company arising from the Seller’s failure to do so.
3. The Seller shall advise the Company should they change the product definition before delivery and completion of the Order.
4. Unless otherwise advised, Active Electronics assumes that all products stated have been manufactured in accordance with the terms of the Montreal Protocol and are compliant with the millennium change (year 2000).
Price and Payment
1. Time for payment shall not be of the essence of the contract.
2. Unless otherwise expressly agreed in writing by the Company, all payments for Goods pursuant to the Order shall be made in sterling and the price for the Goods shall be as stated in the Order on the terms therein stated. The Company shall only be liable for the price as expressly authorised herein unless otherwise agreed Page 2 of 5 QSD100 Issue 2 in writing by the Company. The price for the Goods as stated in the Order shall unless otherwise stated be inclusive of, inter alia, packaging, freight and insurance costs, delivery charges, customer’s dues and charges for special tests requested by the Company and in no event whatsoever will the Company be liable to make any payment for, or in respect of the Goods (including delivery thereof in accordance with Condition 6) or services in relation thereto in excess of such stated price.
3. The statutory and any express or implied right of the Seller to a lien over the Goods and to any rights of stoppage in transit are hereby expressly excluded.
Packaging The Seller shall ensure that the Goods are properly packed so that they are delivered in perfect condition. Any packaging cases or materials may be returned at the Seller’s risk cost and expense.
Delivery
1. The Seller shall deliver the Goods at the price and on the date or dates stated in the Order during the Company’s normal business hours. Time for delivery shall be of the essence.
2. If the Company so requests, the Goods shall be delivered in instalments and time for delivery of each instalment shall be of the essence. Failure to deliver on time will entitle the Company to terminate the contract.
3. The Seller shall on the same day that the Goods are dispatched post to the Company an advice note as to such despatch and an invoice (except that unless otherwise agreed, Goods delivered in instalments shall be invoiced when all the Goods constituting the contract have been delivered) and ensure that a delivery note accompanies the Goods.
4. The Company shall be entitled to postpone the date or dates for delivery of the Goods in the event of act of God, war, riots, strikes, lock outs, trade disputes, fires, breakdowns, mechanical failures, disruption of energy supplies, interruption of transport, Government action or any other cause whatsoever outside the Company’s control which affects the Company’s business whether or not of like nature to those specified above. In the event that the delivery date is so postponed, the provisions of paragraph 6.1 and 6.2 shall apply to such postponed date. The Company may, in the notice suspending delivery, stipulate a period of suspension at the expiry of which if the events still prevail, the Order may, at the option of the Company, be cancelled.
5. Without prejudice to paragraph 6.4, in the event of any delay in delivery, for whatever reasons and whether or not resulting from the fault of the Company, or the Seller, the Seller shall pay for all storage costs for the Goods.
Transfer of Title to the Good Title to the Goods shall pass to the Company on delivery.
Risk
1. The Goods are at the risk of the Company from and only from the time of delivery at the agreed delivery address which shall be determined as the time at which a copy of the delivery note accompanying the Goods is signed by a duly authorised employee or agent of the Company.
2. Notwithstanding, and in addition to, any implied obligations the Seller may be under by virtue of the fact that the Goods remain at the risk of the Seller until delivery the Seller shall forthwith replace any Goods destroyed, damaged, lost or which have deteriorated during the course of transit. Section 3.3 of the Sale of Goods Act 1979 shall not apply.
Guarantee, Fitness, Quality, Quantity, Indemnity and Compliance with Regulations
1. If within the period after delivery named in the Order (if any) (hereinafter called “the guarantee period”) the Company gives notice in writing to the Seller of any defect in the Goods which shall arise under proper use from faulty manufacture or design (other than a design made, furnished, or specified by the Company for which the Seller has in writing disclaimed responsibility), materials or workmanship, then the Seller shall forthwith replace the Goods so as to remedy the defects without cost to the Company.
2. The Company shall as soon as practicable after discovering any such defect or failure notify the Seller of the defects and return the defective Goods or parts thereof to the Seller at the Seller’s risk and expense unless it has been agreed between the parties that the necessary replacement or repair shall be carried out by the Seller on the Company’s premises.
3. All Goods supplied shall without prejudice and in addition to any terms as to fitness for purpose, merchantability or conformity with description or sample which may be implied by statute or otherwise:-
  1. conform in all respects to any description, design or specification in or referred to in the Order and in any literature, whether of a promotional character or otherwise, issued in connection with the Goods;
  2. be fit and sufficient for the purpose for which they are to be used at the time they are first to be used and for a reasonable period of time thereafter;
  3. be of merchantable quality and free from defects whether latent or patent in design, materials or workmanship;
  4. be so designed and manufactured as to be safe and without risk to health or property when properly used;
  5. meet any standard of inspection stated or referred to on the Order;
  6. comply with the requirements of any relevant United Kingdom or foreign statute, statutory rule or order regulation or standard whether having the force of law or not which may be in operation on delivery;
  7. where a sample or samples are provided by the Seller, the Goods shall conform in all respects with the sample or samples.
4. The Seller shall on demand supply to the Company the name and address of any person other than the Seller, who actually or apparently produced the Goods (or any part or component thereof) or imported them into the EEC or the United Kingdom or previously supplied them.
5. The Company’s rights (including the Company’s rights to reject the Goods) against the Seller under the provisions of paragraph 9.3 shall in no way be prejudiced if the Goods are not inspected until used or if the Goods are shown to be unsuitable or defective after they are put into use. Any such inspection shall not constitute acceptance of the Goods and paragraph 9.3 shall remain in full force and effect whether or not such inspection revealed, or should have revealed any defect of the Goods.
6. The skill and judgement of the Seller in relation to the Goods and provision of services are relied upon.
7. It is a term of the agreement to purchase that the Seller shall forthwith notify the Company whether the goods or services the subject of the purchase order are subject to any export regulations including, but not limited to, United States export control regulations such as ITAR and EAR. If any regulations apply it is incumbent upon the Supplier to obtain and maintain all necessary export licences so that the Company may purchase the Goods or services and resell such goods and services in compliance with all appropriate laws. The Company relies upon the Supplier to ensure the Company is advised of all relevant requirements and further the Supplier shall notify the Company of any change in the regulations during the life time of the purchase order. Any non compliance with or withdrawal of the applicable licence shall entitle the Company to cancel the order and recover from the Supplier damages including consequential loss and loss of profit arising directly or indirectly from the Seller’s failure to comply with the provisions of this Condition or the regulations.
8. Notwithstanding and in addition to, the foregoing provisions, the Seller shall fully indemnify, and keep full indemnified the Company from and against all losses, actions, cost, expenses, claims or demands whatsoever and all loss or damage (including consequential loss or damage and loss of profit), suffered by the Page 4 of 5 QSD100 Issue 2 Company as a result of the supply of the Goods, any misrepresentation by the Seller, delays in production or lost orders or any other loss caused by, or arising out of, the Seller’s failure to supply Goods in conformity with the Order or delay in delivery of the Goods.
9. The Seller shall advise the Company should any products that have been sold or shipped to us subsequently at some time in the future be found to be faulty or incorrect.
Rejection of Goods and Seller’s Insolvency
1. If the Seller shall default in or commit any breach of any of its obligations under the Order (whether classified or described as a condition, warranty or otherwise and whether or not the Company has accepted the Goods or part thereof and whatever the nature and consequence of such default or breach) the Company shall be entitled to reject all or any part of the Goods and to determine any contract then subsisting without prejudice to any other claim or right the Company might make or exercise or to reject all or any part of the Goods and require the Seller to take such steps as may be necessary to replace the Goods so that Goods in conformity with the terms of the Order are delivered.
2. If any execution or distress shall be levied upon the Seller or if the Seller shall cease or threaten to cease, to carry on it’s business, or enter into any negotiation for arrangements or composition with its creditors or commit any act of bankruptcy or if any petition in bankruptcy shall be presented against it or, if the Seller is a corporate body, any resolution is proposed or petition presented to wind up the Seller or if a receiver of the Seller’s assets or undertaking or any part thereof shall be appointed, the Company shall be entitled to determine forthwith any contract then subsisting with the Seller, whether or not a contract to which these Conditions apply, without prejudice to any other claim or right the Company might make or exercise.
3. In the event of the exercise by the Company of the right to reject the Goods or to determine or cancel the contract or Order, any deposit paid by the Company shall be repaid within 7 days of each rejection or determination and the Company shall, in addition to all other rights and remedies it may have, have the right to recover from the Seller all such costs and expenses (including increased price) the Company may incur in obtaining alternative supplies, or the provision of alternative services, any loss (including loss of profit) suffered by the Company as a result of delays in production or lost contracts, and any storage, insurance transport or other expenses the Company may incur in respect of the Goods or services.
4. Where all or part of the Goods are rejected the Seller shall, if requested, collect the Goods (or any part thereof) during the Company’s normal business hours at its own cost and expense, but the Company shall not in any event be under any duty to return the Goods (or such part thereof) to the Seller whether or not it intimates to the Seller its rejection of them and shall be under no liability whatsoever, whether in contract or in tort and whether as bailee or in any other capacity, for any theft or loss of, or damage to, or destruction of the goods (or such part thereof) however caused, and shall be under no obligation to insure the Goods (or such part thereof) whilst in its possession and any obligation to take reasonable care of or exercise caution in respect of the Goods (or such part thereof) is hereby expressly excluded if the Seller fails to collect the Goods (or such part thereof) as requested within 7 days of such request the Company may return the Goods (or such part thereof) to the Seller entirely at the risk and expense of the Seller. Notwithstanding the foregoing the Company shall have a lien over the Goods in respect of any part of the price actually paid by the Company for the Goods and in respect of any deposit paid by the Company.
Title and Patents Without prejudice to, and in addition to any terms as to title which may be implied by statute or otherwise the Seller specifically warrants that it has a right to sell the Goods, that the Company shall have and enjoy, through, the use of the Goods quiet possession of the Goods and that the Goods are and shall be free from any charge, lien, pledge or encumbrance in favour of the Seller or any third party and in the event of any claim being made or action brought or threatened against the Company in respect of infringement of patents, trademarks, trade names, registered designs or any other industrial property rights in respect of the Goods the Seller shall fully indemnify and keep the Company fully indemnified from and against all cost, expenses, loss or damage incurred by the Company in respect of any such claim being made or such action being brought except where the Goods are manufactured to a design supplied by the Company and such claim or action is directly and exclusively referable to such design.
Import Contracts The Seller shall obtain and maintain all necessary import and export licences in respect of the Goods.
Notices Any notice to be given by one party to the other shall be deemed to be given upon its being posted or sent by email, telefax, cable or telegram to the other party’s registered office or, in the case of an individual or firm, to the last known address.
Assignment
1. The Seller shall not assign or transfer or purport to assign or transfer the Order or the benefit hereof, to any other person whatsoever without the written consent of the Company.
2. The Seller agrees that in the event that the Goods are re-sold by the Company to a third party, the undertakings contained in Condition 9 will be undertaken by the Seller for the third party.
Proper Law This Agreement shall be governed by and construed in accordance with English Law and in the case of import contracts, the Uniform Laws on International Sales Act 1967 shall not apply. The parties hereto agree to submit to the non-exclusive jurisdiction of the English courts.
Code of Practise
1. The Seller shall at all times use its best endeavours to trade in accordance with this code of practise.
2. The Seller will under no circumstances whatsoever knowingly engage in and /or employ child labour, in particular, it shall not employ young persons under the age of 18 at night or in hazardous condition.
3. The Seller shall ensure that the working hours and working conditions for its employees comply with national laws and industry standards.
4. The Seller shall use its best endeavours to monitor and ensure that it’s suppliers, comply with this code of practise and shall provide evidence of the same immediately upon written request of the Company.
Severance If any provision of these Conditions is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable the remaining provisions shall remain in full force and effect unless the Company in its discretion decides that the effect of such declaration is to defeat the original intention of the parties in which event the Company shall be entitled to terminate any contract with the Customer forthwith.

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