Terms & Conditions of Sale

Definitions

In these terms and conditions:

“Goods" means the goods, services or any part thereof agreed to be supplied or carried out as described on the face hereof.

“Purchaser" means the person firm or company with whom the Seller proposes to enter or has entered into a contract for the supply of Goods.

“Seller" means the 1st Millennium company supplying the Goods or who intends to supply the Goods.

UK SALES - Unless otherwise stated in writing the following terms and conditions apply to the sale of Goods by the Seller to the Purchaser.

1. Quotation

(a) Quotations are valid for thirty (30) days and neither the Seller nor the Purchaser shall be under any obligation in respect of the goods until the Seller has accepted the Purchaser's order in writing.

(b) The Purchaser's order must be in writing and contain sufficient information to enable the Seller to proceed therewith. These terms and conditions exclude any other terms and conditions inconsistent therewith which a Purchaser might seek to impose even though such other terms and conditions may be submitted in a later document and/or purport to exclude or supersede any terms and conditions inconsistent with them or may be contained in any offer acceptance or counter offer made by the Purchaser.

(c) The Seller's salesmen are not authorised to accept confirm or vary any order nor to make any representation warranty or promise on the Seller's behalf.

2. Price & Delivery

(a) Prices of the Goods do not include VAT unless otherwise stated.

(b) Delivery is at the Purchaser's expense ex UK warehouse unless otherwise stated. Carriage will be arranged at the request and expense of the Purchaser.

(c) The delivery period quoted will commence from the Seller's acceptance of the Purchaser's order. While the Seller will take all reasonable steps to deliver the Goods or make ready the Goods for collection within the delivery period, the Seller accepts no responsibility for any failure to do so.

(d) The Seller reserves the right to deliver the Goods in more than one shipment and to tender a separate invoice in respect of each instalment.

(e) The Seller reserves the right to agree, the Purchaser to reschedule an order if the Seller agrees the schedule and context are fair within the original Term of order from the original Purchaser’s order date schedule. The Seller will make allowance on occasion to extend or decrease the Purchasers original order within reason and fairness that these terms supersede all agreements and are noted as the right of final decision,unless agreed in writing from both sides.

3. Title, Risk, All Monies & Carriage

(a) Title to the Goods shall not pass to the Purchaser until the Purchaser has made payment in full to the Seller of all amounts owing to the Seller in respect of the Goods and no other amounts then being outstanding from the Purchaser to the Seller in respect of other Goods supplied by the Seller. Notwithstanding delivery and the passing of risk, property in and title to the goods shall remain with the seller until the seller has received payment of the full price of (a) all Goods and/or Services the subject of the Contract and (b) all other goods and/or services supplied by the seller to the buyer under any contract whatsoever. Payment of the full price shall include, without limitation, the amount of any interest or other sum payable under the terms of this and all other contracts between the seller and the buyer.

(b) The Purchaser is licensed by the Seller to use or agree to sell the Goods delivered to the Purchaser subject to express condition that the entire proceeds of any sale are held in trust for the Seller and not mixed with any moneys or paid into an overdrawn bank account and shall at all times be identifiable as the Seller's moneys.

(i) The Purchaser will hold the Goods as a fiduciary agent and bailee for the SeIIer .

(ii) The Goods shall, subject to (c) (iii) below, be kept separate and distinct from all other property of the Purchaser and of third parties and in good and substantial repair and condition and be stored in such a way as to be clearly identifiable as belonging to the Seller.

(iii)The Seller may at any time revoke the power of sale and use contained in (b) above by notice to the Purchaser if the Purchaser is in default for longer than 7 days in the payment of any sum whatsoever due to the Seller (whether in respect of the Goods or any other goods supplied at any time by it to the Purchaser) (or if the Seller has bona fide doubts as to the solvency of the Purchaser).

(iv)The Purchaser's power of sale and use contained in clause (b) above shall automatically cease if the Purchaser has a petition presented for its winding-up or passes a resolution for voluntary winding-up otherwise than for the purposes of a bona fide amalgamation or reconstruction or compounds with its creditors or takes or suffers any similar action in consequence of debts or carries out or undergoes any analogous act or proceeding under foreign law.

(v) Upon determination of the Purchaser's power of sale and use pursuant to (c) (iii) or (c) (iv) above the Purchaser shall place any of the Goods in its possession or under its control and unsold at the disposal of the Seller and the Seller shall be entitled to enter upon any premises of the Purchaser for the purpose of removing such Goods.

(d) The Goods shall be at the Purchaser's risk from the time of delivery.

(e) Where carriage has been arranged the Purchaser shall immediately notify the Seller and the carrier of any loss or damage in transit and confirm same loss or damage in writing within 7 days.

4. Payment

(a) All accounts are payable not later than the 30th day of the month following date of invoice, or on demand if the Seller shall so require. Time for payment shall be of the essence. On overdue accounts, the Seller reserves the right to charge interest at 3% over the base rate of HSBC Bank PLC from time to time, such interest being deemed to accrue on a day to day basis from the due date for payment.

(b) The Seller reserves the right to suspend deliveries where full payment is not received on time.

5. Cancellation

No cancellation by the Purchaser is permitted except where expressly agreed by a director of the Seller in writing.

6. Description

(a) The Goods will be supplied substantially as described in the Seller's catalogue or in the case of modifications agreed to by both parties substantially as described in the specification reflecting those modifications but the Seller reserves the right to make design changes which, however, will not lower the design performance of the Goods nor increase their price.

(b) The Seller makes every effort to ensure the accuracy of technical data or literature relating to the Goods but the Seller is not responsible for any damage or injury arising from any errors or omissions in such technical data. The technical data and literature shall not constitute representations by the Seller.

7. Warranty & Liability

(a) The Seller warrants to refund the price of the Goods or, at its discretion to repair or to replace free of charge any item of the Goods which within 30 days of the date of delivery is defective owing to the Seller's faulty design or workmanship, provided that the Purchaser gives written notice to the Seller of the alleged defect within seven days of discovering the relevant defect and that the Goods have been operated and maintained within the Seller's recommendations for use and have not been modified or repaired other than by the Seller.

(b) Where the Seller has manufactured the Goods to the design of the Purchaser no liability is accepted by the Seller for design errors which remain the responsibility of the Purchaser.

(c) Goods returned hereunder shall be delivered to the Seller's premises at the Purchaser's expense. Goods returned hereunder and found not to be defective will be returned to the Purchaser at his expense and subject to a charge of 10% of invoiced value for testing by the Seller.

(d) The Seller's obligation herein to refund, repair or replace the Goods and its statutory warranty as to title is the sole liability of the Seller. All other warranties, conditions and statements express or implied, statutory or otherwise, are excluded. The Seller shall be under no liability in contract, tort or otherwise for any loss, damage or injury whatsoever arising directly or indirectly out of the supply or use of the Goods.

(e) The Seller shall not be liable for any consequential or indirect loss or damage whatsoever including without limitation loss of profits and loss of contracts suffered by the Purchaser whether this loss or damage arises from breach of contract, tort or otherwise.

(f) Nothing in clause 7 shall be deemed to exclude or restrict the Seller's liability for death or personal injury resulting from negligence.

8. Force Majeure

The seller shall not be liable to the purchaser in respect of failure to deliver or perform or delay in delivering or performing any obligations under this contract due to causes such as acts of God, fire, flood, war and civil disturbances or riot, acts of Government, currency restriction, labour disputes, unavailability of materials, failure of supplier or sub-contractor to deliver on time, and every other circumstance outside the reasonable control of the Seller.

9. Price Variation

The Seller reserves the right to increase prices due to increase of costs including those relating to exchange rates, labour, materials, transport, and taxes ruling at the date of invoice. Such increase shall be notified to the Purchaser in writing.

10. Storage

When delivery is delayed for reasons not attributable to the Seller, storage or other additional costs will be charged to the Purchaser and the Goods will be at the Purchaser's risk. The Seller reserves the right to invoice the Goods at the original delivery date, which shall be the date of commencement of warranty.

11. Patent Rights

(a) The sale of the Goods and the publication of any information or technical data relating thereto does not imply freedom from patent or other rights in respect of an application of the Goods by the Purchaser, and the Seller accepts no liability for infringement of such rights.

(b) The Purchaser shall indemnify the Seller and its suppliers against all royalties and other payments in respect of any patents, registered designs or other rights which may be claimed as a result of the Goods Purchaser. The Purchaser shall indemnify the Seller and its suppliers against all claims, expenses and costs in connection with any infringement or alleged infringement of any patent or registered design or other right in the manufacture use or sale of such Goods.

12. Origin of Goods

The Seller makes no representation and gives no warranty in respect of the source of origin of manufacture or production of the Goods or any part thereof.

13. Documents

The Seller will supply one invoice for each consignment of Goods notwithstanding that the consignment may comprise more than one package.

14. Law

This quotation and any contract that shall result therefrom shall be governed by and construed in accordance with the laws of England and the Purchaser hereby irrevocably agrees to submit to the jurisdiction of the English courts.

EXPORT SALES - As for UK sales except for the following:

Clause 2: Price & Delivery

(a) Delivery and carriage terms are as stated in quotation.

(b) Unless otherwise stated, all Goods will be packed to the Seller's normal specification in non-returnable packing.

(c) This contract shall be subject to the procurement by the Purchaser at his own expense of any import licence required for the import of the Goods into the country to which the Goods are to be despatched from the UK and to the procurement by the Seller at the Seller's expense of any export licence required for the export of the Goods from the UK provided that where the order is placed from an address in the UK the Purchaser shall be responsible for the procurement at his expense of the aforesaid export licence.

Clause 4: Payment

(a) Unless otherwise agreed, all payments shall be made in pounds sterling through the medium of a London Banker's Confirmed Irrevocable Letter of Credit to be established in favour of the Seller having an initial validity equal to full delivery period plus one month.

This Letter of Credit shall permit part shipment and provide for the release of 100% of the value of each shipment against presentation of Commercial Invoice, Packing List and Bill of Lading or Forwarding Agent's receipt for Air Way Bill, evidencing despatch of Goods from the UK.

Unless otherwise stated no cash or other discount will be allowed.

Clause 13: Documents

The Seller will supply one invoice with copies as required for each consignment of Goods notwithstanding that the consignment may comprise more than one package.