Terms & Conditions

1. General
(a) In these conditions 'The Company' means 3C Technology Ltd. 'The Customer' means the person, firm or company placing the order with the company.
(b) All orders are accepted and goods supplied subject to the following express terms and conditions. No addition thereto or variation therefrom shall be binding on the company unless it is in writing and signed by a director of the company

2. Orders
The company reserves the right (without prejudice to any other remedy) to cancel any uncompleted order, or to suspend delivery, in the event that any of the customer's commitments with the company shall not be met. If an order is cancelled by the company in the aforementioned circumstances, or is cancelled by the customer, then the customer shall indemnify the company against all loss, costs (including the cost of all labour and materials or goods, or overheads incurred), damages, charges and expenses arising out of the order and cancellation thereof. The company giving credit for the value of such materials or orders sold or utilised for other purposes.

3. Delivery
(a) All prices quoted are for goods ex-premises of the company unless specified in writing to the contrary, carriage from the company's premises will be charged in addition.
(b) The risk of loss and/ or damage (but not title) to goods supplied by the company shall pass to the customer when they are delivered to the customer or other person to whom the company has been authorised by the customer to deliver the goods, whether expressly or by implication, and the company shall not be liable for the safety of the goods thereafter (and accordingly the customer should insure the goods thereafter against such risks as may be commercially prudent)
(c) Any goods damaged in transit should be notified to the company within two working days of receipt and all packing and contents should be retained for inspection if necessary. If goods are not received within seven days of date of invoice the company should be notified immediately.
(d) Whilst the company will use its best endeavours to deliver the Goods in accordance with the Buyer's requirements the Company will not be liable for any consequences of late delivery howsoever caused.

4. Cancellations & Returns
All goods and delivery notes must be checked upon delivery to ensure they are correct and undamaged. If under any circumstances the goods delivered are incorrect, faulty or damaged, 3C Technology must be notified within 2 working days and goods must be returned complete, as new, and with all internal and external packaging in tact within 5 working days. Credit for goods returned or cancelled will only be issued in instances where prior approval is sought and obtained from the company in advance of such cancellation or return. Credit can only be issued once the goods are returned complete and in saleable condition. This includes all packaging and documentation, which must be undamaged and free from markings. The company also reserves the right to impose such handling charges, as it deems reasonable in such instances. No credit or refund or replacement will be entertained if these conditions are not met. There can be no exceptions to this.

4.1 Damaged Goods
In the event that goods arrive in a damaged condition, claims for credit, refund or replacement will only be entertained if 3C Technology are notifiied within 2 working days. No credit, refund or replacement will be issued outide this time limit and if damaged goods have been signed for and accepted as "in good condition", but external packaging is visibily damaged. There can be no exceptions whatsoever to this.

5. Prices
Whilst every endeavour has been made to ensure the accuracy of the prices quoted, no responsibility can be accepted for any errors or omissions. Prices are subject to alteration by the company without notice and the price ruling on the day of despatch will be charged unless a formal quotation given by the company has been accepted.

6. Extra Cost
In the event of any suspension of work through the customers instructions, lack of instructions, or any default on the part of the customer whatsoever, the price(s) quoted shall be increased to cover any extra expenses thereby incurred by the company.

7. Payment
(a) Where a credit account has been approved, full payment must be received by the company within 30 days of the date of invoice or as otherwise specified and agreed to in writing by a director of the company.

(b) Accounts due past 90 days will be subject to a charge of 1% of the total invoice value. Statements are sent out at monthly intervals to enable you to check your current invoices paid and due. Accounts with overdue balances will be placed on credit hold. This means that no further goods will be shipped and all support/repair/warranty services withdrawn until the account is brought into order. Repeated failure to keep to our credit terms will result in the permanent loss of credit facility.

8. Title
(a) Not withstanding the provisions of paragraph 3(b), the ownership of the goods shall remain vested in the company, (which reserves the right to dispose of them) until payment in full for all goods and materials under this contract and all previous contracts, between the customer and the company, has been received by the company in accordance with the relevant terms.
(b) In the event that payment is overdue in whole or in part, or upon the commencement of any act or proceeding in which in which the customer's solvency is involved, the company may, without prejudice to any of its other right, recover or resell the goods or any of them and may enter upon the customer's premises, by its servants or agents for that purpose. If the goods have been incorporated in, or used as material for other goods before payment in full has been made to the company, the ownership in the whole of such other goods shall be and remain with, the company, until such payment has been made, or the other goods have been sold as aforesaid and all the company's rights hereunder in the matter shall be extend to those other goods. The customer agrees to pay the Company all costs of repossession.
(c) Where the Customer resells the goods, all money received from such resale and all rights arising against the sub-purchaser shall be held by the Customer, as bailee for the Company, until all sums due to the Company from the Customer have been duly paid.

9. Product Warranties
(a) In the case of defects, or faulty workmanship in products, or any parts thereof supplied by the company, the Customer shall not be entitled to receive any greater benefit hereunder than shall be received by the Company under any guarantee or warranty, given to the company by the manufacturers or suppliers thereof.

(b) Unless otherwise stated in writing, warranties offered in quotations are those of the Manufacturer of the products concerned and as such, form the basis of a contract between the Manufacturer and the end user of the product. In the event of the Manufacturer ceasing to trade, for whatever reason, the warranties offered shall not pass to the Company.

10. Export Control
(a) The Buyer acknowledges that the Products licensed or sold hereunder are subject to the export control laws and regulations of the UK. The Buyer confirms that with respect to the Products, it will not export or re-export them, directly or indirectly to:

(1) any countries subject to UK export restrictions or

(2) any end user who has been prohibited from participating in UK export transactions. The Buyer further states that the Products will not be destined for or used in the design, development, production or use of missiles or missile projects.

11. Recruitment of Employees
The parties hereto accept that 3C Technology Limited will suffer loss if a member of 3C Technology Limited staff accepts an offer of permanent employment with the other party during the continuance of this contract and six months thereafter. If such a member of 3C Technology Limited staff accepts such an offer of employment with the other party other than as a result of a relevant bona fide employment advertisement in the national or trade press, the new employing party agrees to pay 3C Technology Limited the equivalent of six months salary of that member of staff. The provisions of this clause shall apply to subsidiaries, associates and parent companies of the other party.

12. Contingencies
The Company shall not be responsible for non-performance in whole, or in part of it's obligations, nor under any liability to the customer in respect thereof if such non-performance is due to acts of God, war, insurrection, Government regulations, embargoes, strikes, labour disputes, illness, flood, fire, tempest or any other cause, beyond the control of the Company.

13. Financial Condition
If, in the Company's judgement, the Customer's financial condition does not justify the terms of payment specified, the Company may cancel any unfulfilled orders unless the Customer shall, upon written notice, immediately pay for any outstanding portion of such orders.

14. Consequential Loss and Damage
Save for personal injury due to negligence of the Company or its employees and as herein expressly provided, the Company shall not be under liability, whether in contract, tort, or otherwise and whether or not resulting from the negligence of the Company or its employees, in respect of defects in goods delivered or for any damage or loss resulting from such defects. The Company shall not be under any liability for damage or loss of expense resulting from the failure to give advice or information, whether or not due to the negligence of the Company or its employees. In no event shall any breach of contract or tort (including negligence) or failure of any kind on the part of the Company or its employees give rise to any liability for loss of revenue or any consequential loss or damage arising from any cause whatsoever.

The Company shall have no liability to the extent permitted by law for damages howsoever caused including without limitation liability for any loss of profit, revenue, goodwill, anticipated savings, business interruption, loss of use, loss of data, management costs or third party liability, or any other direct, indirect, incidental or consequential loss of any kind.

15. Legal Construction
These conditions and the contract to which this document relates shall in all aspects be construed and operated in accordance with English Law.

January 2006

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