1. Definitions

1.1 ‘Buyer’
means the person who buys or agrees to buy the goods from the Seller.
1.2 ‘Conditions’
means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller.
1.3 ‘Delivery Date’
means the date specified by the Seller when the goods are to be delivered.
1.4. ‘Goods’
means the articles which the Buyer agrees to buy from the Seller.
1.5 ‘Price’
means the price for the Goods excluding carriage, packing, insurance and VAT.
1.6 ‘Seller’
Means Position Sensors Limited (company registered number 04739698)

2. Conditions applicable

2.1 These Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order confirmation of order or similar document. 2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions. 2.3 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions. 2 2.4 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller. 2.5 Despatch or delivery of the Goods by the Seller to the Buyer shall be deemed conclusive evidence of the Seller’s acceptance of these Conditions

3. The Price and payment

3.1 The Price shall be the price set out overleaf or in default the Seller’s quoted price. The Price is exclusive of VAT which shall be due at the rate ruling on the date of the Seller’s invoice. 3.2 Payment of the Price and VAT shall be due within 30 days of the date of the date of the Seller’s invoice. Time for payment shall be of the essence. 3.3 Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 4% above National Westminster Bank plc’s base rate from time to time in force and shall accrue at such a rate after as well as before any judgment.

4. Additional Remedies for Late Payment

4.1. If the Buyer fails to make any payment on the due date then without prejudice to any of the Seller’s other rights the Seller may: 4.1.1 suspend or cancel deliveries of any articles due to the Buyer: and/or 4.1.2 appropriate any payment made by the Buyer to such of the Goods (or Goods supplied under any other contract with the Buyer) as the Seller may in its sole discretion think fit.

5. The Goods

The quantity and description of the Goods shall be as set out in the Seller’s quotation.

6. Warranties and liability

6.1 Except where the Buyer is dealing as a consumer (as defined in the Unfair Contract Terms Act 1977 all other warranties conditions or terms relating to fitness for purpose, merchantability or condition of the Goods and whether implied by statute or common law or otherwise are excluded. 6.2 All terms, conditions and warranties (whether implied or made expressly) whether by the Seller or its servants or agents or otherwise (other than those express warranties set out in the current edition of the Seller’s specification) relating to the quality and/or fitness for purpose of the Goods or any of the Goods are excluded. 6.3 The Seller shall be under no liability whatever to the Buyer for any indirect loss and/or expense (including loss of profit) suffered by the Buyer arising out of a breach by the Seller of this contract. 6.4 In the event of any breach of this contract by the Seller the remedies of the Buyer shall be limited to damages. Under no circumstances shall the liability of the Seller exceed the Price of the Goods.

7. Delivery of the Goods

7.1 The Goods shall be delivered to the Buyer at the Seller’s address. The risk in the Goods shall pass to the Buyer upon such delivery taking place. 7.2 The Buyer shall arrange for carriage of the Goods to the Buyer’s address and at the Buyer’s risk. The costs of carriage and any insurance which the Buyer reasonably directs the Seller to incur shall be reimbursed by the Buyer without any set-off or other withholding whatever and shall be due on the date for payment of the Price. The carrier shall be deemed to be the Buyer’s agent. 7.3 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer. 7.4 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated. 7.5 If the Seller fails to deliver the Goods for any reason other than any cause beyond the Seller’s reasonable control or the Buyer’s fault, and the Seller is accordingly liable to the Buyer, the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods. 7.6 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may: 7.6.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or 7.6.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract. 7.6.3 Notwithstanding that the Seller may have delayed or failed to deliver the Goods (or any of them) promptly the Buyer shall be bound to accept delivery and to pay for the goods in full provided that delivery shall be tendered at any time within 3 months of the Delivery Date.

8. Acceptance of the Goods

8.1 The Buyer shall be deemed to have accepted Goods 24 hours after delivery to the Buyer. 8.2 After acceptance the Buyer shall not be entitled to reject Goods which are not in accordance with the contract. 8.3 If the Buyer properly rejects any of the Goods which are not in accordance with the contract the Buyer shall nonetheless pay the full Price for such Goods unless the Buyer promptly gives notice of rejection to the Seller and at the Buyer’s cost returns such Goods to the Seller before the date when payment of the Price is due. 8.4 No Goods delivered to the Buyer which are in accordance with the contract will be accepted for return without the prior written approval of the Seller on terms to be determined at the absolute discretion of the Seller. 8.5 If the Seller agrees to accept any such Gods for return the Buyer shall be liable to pay a handling charge of 10% of the invoice price. Such Goods must be returned by the Buyer carriage-paid to the Seller in their original shipping carton. 8.6 Goods returned without the prior written approval of the Seller may at the Seller’s absolute discretion be returned to the Buyer or stored at the Buyer’s cost without prejudice to any rights or remedies the Seller may have.

9. Title and risk

9.1 Risk shall pass on delivery of the Goods. 9.2 The specifications and designs of the Goods (including the copyright, design right or other intellectual property in them) shall as between the parties be the property of the Seller. Where any designs or specifications have been supplied by the Buyer for manufacture by or to the order of the Seller then the Buyer warrants that the use of those designs or specifications for the manufacture, processing, assembly or supply of the Goods shall not infringe the rights of any third party. 9.3 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 VAT or other sum payable under the terms of this and all other contracts between the Seller and the Buyer. 9.4 The Seller shall be entitled to recover the Price (plus VAT) notwithstanding that property in any of the Goods has not passed from the Seller. 9.5 Until such time as property in the Goods passes from the Seller the Buyer shall upon request deliver up such of the Goods as have not ceased to be in existence or resold to the Seller. If the Buyer fails to do so the Seller may enter upon any premises owned occupied or controlled by the Buyer where the Goods are situate and repossess the Goods. 9.6 The Buyer shall insure and keep insured the Goods to the full Price against ‘all risks’ to the reasonable satisfaction of the Seller until the date that property in the Goods passes from the Seller, and shall whenever requested by the Seller produce a copy of the policy of insurance. Without prejudice to the other rights of the Seller, if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable. 9.7 The Buyer shall promptly deliver the prescribed particulars of this contract to the Registrar in accordance with the Companies Act 1985 Part XII as amended. Without prejudice to the other rights of the Seller, if the Buyer fails to do so all sums whatever owing by the Buyer to the seller shall forthwith become due and payable.

10. Remedies of Buyer

10.1 Where the Buyer rejects any Goods then the Buyer shall have no further rights whatever in respect of the supply to the Buyer of such Goods or the failure by the Seller to supply Goods which conform to the contract of sale. 10.2 Where the Buyer accepts or has been deemed to have accepted any Goods then the Seller shall have no liability whatever to the Buyer in respect of those Goods. 10.3 The Seller shall not be liable to the Buyer for late delivery or short delivery of the Goods.

11. Proper law of contract

11.1 This contract is subject to the law of England and Wales. 11.2 All disputes arising out of this contract shall be subject to the exclusive jurisdiction of the courts of England and Wales.

12. Miscellaneous

12.1 All goods sold in retail packaging may be resold by the Buyer only in the packaging supplied by the Seller and in no case may any trade mark other than those applied by the Seller be marked on or applied in relation to the Goods. 12.2 No right or licence is granted under this contract of sale to the Buyer under any patent, trade mark, copyright, registered design or other intellectual property right. 12.3 Any notice required to be served pursuant to this contract of sale shall be in writing and served by first class post or by hand on the Seller at (Seller’s address) or such other address as the Seller may from time to time notify to the Buyer and on the Buyer at the Buyer’s registered office or principal place of business. 12.4 If the Buyer fails to make payment for the Goods in accordance with this contract of sale or commits any other breach of this contract of sale or if any distress or execution shall be levied upon any of the Buyer’s goods or if the Buyer offers to make any arrangement with its creditors or commits an act of bankruptcy or if any petition in bankruptcy is presented against the Buyer or the Buyer is unable to pay its debts as they fall due or if being a limited company any resolution or petition to wind up the Buyer (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented or if a receiver administrator administrative receiver or manager shall be appointed over the whole or any part of the Buyer’s business or assets or if the Buyer shall suffer any analogous proceedings under foreign law all sums outstanding in respect of the Goods shall become payable immediately. The Seller may in its absolute discretion and without prejudice to any other rights which it may have: 12.4.1 suspend all future deliveries of Goods to the Buyer and/or terminate the contract without liability upon its part: and/or 12.4.2 exercise any of its rights pursuant to clause 9 and in particular sub-clause 9.5. 12.5 The Buyer may not withhold payment of any invoice or other amount due to the Seller by reason of any right of set-off or counterclaim which the Buyer may have or allege to have or for any reason whatever. 12.6 The Seller shall be entitled to a general lien on all goods of the Buyer in the Seller’s possession (including goods of the Buyer which have been paid for) for the unpaid price of all goods sold to the Buyer by the Seller under this or any other contract. 12.7 Neither party shall be liable for any default due to any act of God, war, strike, lock-out, industrial action, fire, flood, drought, tempest or other event beyond the reasonable control of either party. 12.8 The Seller may cancel this contract at any time before the Goods are delivered by giving written notice. On giving such notice the Seller shall promptly repay to the Buyer any sums paid in respect of the Price. The Seller shall not be liable for any loss or damage whatever arising from such cancellation.