Terms and Conditions

Unipos Systems Ltd
TERMS AND CONDITIONS OF TRADE

1. GENERAL
All orders are accepted and goods supplied subject to the following express terms and conditions (the Company’s standard conditions of sale) and to save to the extent that the exclusion or retention of
liability may be prohibited by stature, all other conditions, warranties and presentations, expressed or implied and statutory or otherwise except as to title, are hereby excluded. Any order placed by a
customer shall constitute an offer to contract upon these express terms and conditions, and no addition thereto or variation therefrom whether contained in the Customer’s order or otherwise shall apply
unless expressly agreed in writing by the Secretary or Director of the Company.

2. DEFINITIONS
“The Company” means Unipos Systems Ltd
“The Customer” means any third party to whom the Company may agree to sell goods in accordance with the Company’s standard conditions of sale.
“The Goods” means the articles or things or any of them to be provided by the Company in accordance with the Company’s standard conditions of sale.

3. ORDERS
All orders are subject to availability of the goods and to written acceptance by the Company’s authorised representative. Any prior confirmation by the company by facsimile or telephone shall be deemed
to be provisional only. The Customer agrees to send the Company a written order in confirmation of any telephone orders duly marked with any confirmation reference given by the Company: otherwise
the Company cannot accept liability for any duplication or delivery that may occur. Cancellation or amendments of orders are subject to a charge, as stated in Clause 13.

4. PRICES
a) Catalogues, price lists and other advertising literature or material as used by the Company are intended only as an indication of price and range of goods offered and no prices, descriptions or other
particulars contained therein shall be binding on the Company.
b) All quoted or listed prices are exclusive of Value Added Tax or any other taxes and are based on the cost to the Company of supplying the Goods to the Company and if before delivery of Goods there
occurs are increase in any way of such costs in respect of Goods which have not yet been delivered the price payable shall be subject to amendment without notice at the Company’s discretion.

5. MANUFACTURER’S SPECIFICATION
The Company will not be liable in any respect for any loss or damage caused by or resulting from any variation for whatever reason in the Manufacturer’s specifications or technical data and will not be
responsible for any loss or damage resulting from curtailment or cessation of supply following such variation. The Company will endeavour to advise the Customer of any such impending variation as
soon as it receives notice thereof from the Manufacturer.

6. CARRIAGE AND DELIVERY
Unless otherwise stated in the Company’s quotation, prices include delivery charges to the Customer, and the Company reserves the right to levy a further charge for delivery to any destination advised
by the Customer.

7. PASSING OF RISK AND PROPERTY
a) Risk in the Goods shall pass to the Customer on delivery.
b) Property in the goods shall remain in the Company until payment infull therefore has been made by the Customer.
c) If payment in full is not made in accordance with the Customer’s standard conditions of sale the Company may require the Customer to return the goods forthwith and if the requirement is not

immediately compiled with the Company shall be entitled at any time and without notice to retake possession of the whole or any part of the Goods (and for that purpose to enter the premises

occupied by the Customer and sever the goods from anything they are attached to without being responsible for any damage thereby caused) without prejudice to any other remedy that may be

available to the Company.

8. DEFECTS AND USE
Save as herein expressly provided and save to the extent that the exclusion or restriction of liability may be prohibited by statue the Company shall not be liable for any loss of whatsoever nature or to
whomsoever or whatsoever caused arising out of use of the Goods. The Customer shall indemnify the Company against all claims made against the Company by any third party made in respect thereof,
unless otherwise agreed:

(a)
Where the goods are rejected by the Customer as not being in accordance with the Customer’s order the Company will only accept the return of such Goods provided that it receives written notice
thereof and goods are securely packaged and returned to the company, giving detailed reasons for rejection within 10 days of receipt of the Goods by the Customer and if such notice is not received by the Company within the said period of 10 days the Goods
shall be deemed to have been accepted by the Customer. The Company will not consider any claim for compensation, indemnity or refund until liability I any has been established or agreed with
the Manufacturer and where applicable the Insurance Company and under no circumstances shall be invoiced costs of the Goods be deducted or set off by the Customer until the Company has
passed a corresponding credit note.
(b)
In the case of defects or faulty workmanship the Goods or any part thereof the Customer shall not be entitled to receive any compensation, credit or refund in excess of that received by the
Company under any guarantee or warranty given to it by the Manufacturer or supplier thereof.
9. RETURN OF GOODS
Goods will not be accepted by the Company for exchange or repair unless each item making up the goods us accompanied by a returns note number from the Company.

10. EXCLUSION OF LIABILITY
(a) Except where provided otherwise in these conditions, the Company shall be under no liability of whatsoever kind whether or not due to the negligence or wilful default of the Company or its servants
or agents arising out of or in connection with the goods. All conditions, warranties or other terms, whether expressed or implied, statutory or otherwise, are hereby expressly excluded providing that
nothing in this paragraph shall exclude or restrict any liability of the Company for death or personal injury resulting from the negligence of the Company or its servants or agents.
(b) In the event, the Company’s liability shall be limited to direct loss and shall not include indirect or consequential loss.
11. PAYMENT
(a)
Punctual payment is the essence of the contract. Provided that the Company has granted the Customer credit facilities, settlement terms are net 30 days from the date of invoice. In the absence
of credit facilities having been granted by the Company, payment shall be in advance.
(b)
The Company reserves the right to suspend deliveries where payment is not received in accordance with paragraph (a) of this clause or in accordance with any alternative terms agreed in writing.
(c)
Where payment is not made in accordance with the terms of sub-clause (a) above hereof the Customer shall pay interest on any unpaid amounts calculated at 3% above Barclays Bank Plc’s base
rate for the time being in force calculated on a daily basis.
12. DESPATCH
Any times quoted for despatch are to be treated as estimates only and without prejudice, although every endeavour will be made by the Company to adhere to them. Quotations or offers of goods ex.
Stock are subject to the Goods being unsold at the time of receipt of the Customer’s written order. All despatch dates are calculated from the date of acceptance of the Customer’s written order.
Furthermore the Company shall be entitled to make part deliveries of any quantities of goods ordered by the Buyer and to deliver invoices for payment in the usual way in respect of all deliveries made,
and the Buyer shall be bound to accept and pay for such part deliveries as though made under separate contracts. Where delivery is by instalments, whether specifically provided for under contract or
not, each instalment shall be deemed to be the subject of a separate contract and any default by the company in respect of any instalment shall not affect the balance of the contract or entitle the Buyer to
cancel the contract.

13. CUSTOMER’S DEFAULT AND CANCELLATIONS AND RE-SCHEDULING OF DELIVERIES
(a)
If the circumstances or status of the customer change for whatever reason (eg. Bankruptcy or receivership, change of name, litigation by the Company or other parties, etc.) The Company
reserves the right, without prejudice, to cancel or suspend trading with the Customer including orders in process and to demand immediate settlement in full of all outstanding invoices.
(b)
Requests by a customer for cancellation or amendment of any order or for rescheduling of deliveries will only be considered by the Company if made in writing and shall be subject to the written
acceptance of the Company or if cancelled or rescheduled at the request of the Customer, then the Customer shall indemnify the Company against all loss costs (including the cost of labour and
materials used and overheads incurred), damages, charges and expenses arising out of the order and the cancellation, amendment or re-scheduling thereof to be calculated at 10% of the value
of the order with a minimum of £50.