C.O.S

MTS (EU) Ltd Conditions of Sale

GENERAL

1 The "Company" refers to MTS (EU) Ltd, selling the goods the subject and all of which have their office at Unit F Midland Road Ind Estate Swadlincote DE 11 0AN UK.

2 Unless other wise agreed in writing by the Company these conditions shall supersede any earlier sets of conditions of sale in catalogues or else when and shall override any forms or conditions stipulated incorporated or referred to by the intending purchaser whether in an order or in the course of negotiations or at any time.

3 The intending purchaser has had an opportunity to consider these conditions of sale and to take legal advice if so desired before agreeing to be bound by them.

4 Dimensions weights and descriptions of goods stated on the offer acceptance price list or other circular are approximate and not binding as to details.

5 The intending purchaser shall provide good clean mains services where necessary for connection to any equipment the Company may supply, further it shall be the intending purchasers responsibility to ensure that all services provided for use with equipment supplied comply with the relevant supply authority terms and legal requirements. Any interference, noise, voltage spikes, surges, RFI, EMP, over or under pressure, over or under voltage shall be the full responsibility of the intending purchaser the Company may decline or withdraw any guarantee until the intending purchaser has corrected the problem.

6 The Company will not accept the return of goods for any reason unless prior agreement has been received from the Company in writing.

PAYMENT

7 Unless otherwise agreed in writing by the Company the terms of payment shall be:

(a) cash on delivery

(b) where agreed by the Company prior to delivery 30 days, such time from the date of dispatch rather than receipt of goods 30 days payment requires the intending purchaser to pay by the 30th day from date of dispatch.

8 The Company is entitled to charge interest at the rate of 5% over the Bank of England base rate per month on a daily basis on any sum outstanding from the date when the same becomes due until the date of actual payment.

9 Terms of payment as agreed shall be strictly observed by the intending purchaser and the time for payments shall be of the essence. The obligations of the Company are subject to the terms of payment and all the intending purchasers other obligations being observed.

10 It is a condition of the order that having regard to the continuance and unpredictable fluctuations in the main variables establishing the Company's list price such as the increasing cost of labour, transport, raw materials, any new tax liability, the rate of exchange and import duty, that goods be charged by the Company and paid for by the purchaser at the price ruling at the date of invoicing. The responsibility remains with the purchaser to ascertain whether prices in his possession are valid at the time of invoicing. The Company will not in the normal way avail itself of this condition except where such a variable is in the opinion of the Company substantial.

TITLE

11 Notwithstanding that credit may have been given for the payment of the price of the goods the intending purchaser agrees that:

(a) the goods shall remain the sole and property of the Company as both legal and equitable owner until the intending purchaser shall have paid to the Company the agreed price together with the full price of any other goods the subject of any other contract with the Company.

(b) the purchaser will keep the goods insured to their full replacement value against loss or damage with some reputable insurance Company and will provide the Company with evidence of such insurance upon request.

(c) until such time as the purchaser becomes the owner of the goods, the purchaser will be a bailee of them only and will store them on his premises separately from his own goods or those of any other person and in a manner which makes them readily identifiable as the goods of the Company. He will not amalgamate, conjoin or in any way mix the Companies goods with other goods, either of the intending purchasers or of any other person.

(d) the Company may at any time for the purpose of recovery of goods in the event of the intending purchaser entering into liquidation or becoming bankrupt or having a winding up order made against him or having a Receiver appointed in respect or for whatever reason enter upon the premises where they are stored or where they are thought to be stored and may repossess the same.

DELIVERY

12 All goods shall be delivered ex works Swadlincote unless special carriage and packaging have been agreed and the cost of packing and any form of transport shall be paid by the intending purchaser. Any date of delivery mentioned by the Company is an estimate only and the Company shall not be liable for the consequences of delay however caused. The company will provide transit insurance at the request of the customer on the understanding that the customer will reimburse the company in full for the cost of any insurance. Goods in transit are the responsibility of the customer.

13 All goods must be inspected immediately on arrival, under no circumstances shall the Company be liable for damage to or from a consignment unless the Company is notified within three days of receipt of the goods or in the case of non delivery notice is given within seven days of the date of arrival.

CANCELLATION

14 The Company reserves the right to cancel any order if after acceptance the goods set aside for such order are destroyed or damaged beyond repair and cannot be replaced. No order may be cancelled by the intending purchaser without the written consent of the Company.

WARRANTY

15 The Company undertake to replace free of charge any goods which are faulty owing to defective workmanship or faulty materials for a period of six months from the date of supply or installation or longer as may be specified in writing by the Company in any of it's formal Guaranties. This undertaking does not cover faults or defects arising from normal wear and tear, migration of liquids or chemicals, damage in transit or misuse of equipment including overloading, negligence or accident, noise interference, electrical noise, voltage spikes, surges, RFI, EMP, over or under pressure, over or under voltage, the Company may decline or withdraw any guarantee until the intending purchaser has corrected the problem. The company shall under no circumstances accept responsibility for alterations repairs or attachments to goods carried out by persons other than employees of the Company.

16 The Company shall not be liable for any expense which the purchaser may incur in connection with the removal or replacement of any parts of the goods whether for the purpose of inspection or otherwise. Parts of the goods or the goods themselves returned to the Company shall be returned carriage paid.

17 The Company shall not be bound to any statement as to price representation, warranty or condition not expressly specified herein nor any representation, warranty or condition whether verbal or in writing made by its agents or servants unless also confirmed in writing by the Company.

18 Subject to clause 12 hereof and save in so far as the law permits exclusion of liability, the Company shall be under no liability to the intended purchaser or to any person for any personal injury, loss or damage of whatever the same may be caused by negligence, breach of statutory duty, breach of contract, breach of warranty or condition, whether such warranties or conditions are express or implied or are derived from statute or common law or howsoever liability may arise.

19 No warranty is given or implied that any particular item we offer is fit for any particular purpose. As we have no control over the way our products are used, customers must ascertain for themselves that an item is suitable or the intended purpose. Our liability is in any event strictly limited to the invoiced value of the item concerned. The Company is not liable for subsequent or consequential damage or damages in the event of any claim by the intending purchaser. In the event of a mechanical break down the Company will do it’s best to carry out any repairs under this warrant at a time and place of the Companies choosing. The Company shall not be liable for any expense which the purchaser may incur in connection with the repair including subsequent or consequential damage or damages.

INDEMNITY

20 The intending purchaser will indemnify the Company in so far as the law permits against any claim which arises from or in connection with supply of goods whether such liability arises by reason of the Company's negligence or their breach of statutory duty or howsoever any such liability may arise.

LAW

21 No variations in respect of these conditions of sale shall be accepted unless confirmed in writing by the Company. These conditions shall be governed by and constructed in accordance with English law and the Staffordshire County Court (in the case of County Court proceedings) and Staffordshire District Registry (in case of High Court proceedings) shall be the venue for any Court proceedings.

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