Solid State Logic UK Ltd t/a SOLID STATE LOGIC (“SSL”) Terms and Conditions of Business

1. Definitions

In these conditions the words set out below shall (except where the context otherwise requires) have the meanings set out opposite them:

(1) ‘Goods’ - goods manufactured by or to SSL’s order and supplied by SSL including any computer programmes (‘Software’) supplied by SSL with or separately from such goods (the expression ‘Goods’ to include all or any part or combination of Goods).

(2) ‘Purchaser’ - any person, firm, company, government body or other authority purchasing Goods from SSL and/or for whom SSL provide Installation.

(3) ‘Installation’ - any work and services to be carried out by SSL and/or SSL’s subcontractors in connection with the Installation of Goods and/or other products for a Purchaser.

(4) ‘Price(s)’ - SSL’s price(s) for Goods (including in the case of Software a license fee payable by the Purchaser in one single installment) and/or SSL’s price(s) for Installation.

2. General

(1) SSL only accept and fulfil orders for the supply of Goods and/or Installation upon and subject to these conditions and no variation or addition will be of any legal effect unless expressly approved in writing by one of SSL’s authorised signatories. These conditions shall prevail over any terms and conditions of the Purchaser.

(2) SSL’s acceptance of a Purchaser’s Order will only take place when SSL give a written acknowledgement or when SSL ship goods or when SSL issue a password to allow Software to be downloaded from SSL’s website.

(3) Once accepted a Purchaser’s Order cannot be cancelled except with SSL’s written agreement.

3. Price

(1) Subject to the following provisions of this condition and condition 9 (1) below Prices will be as shown on SSL’s quotation and/or SSL’s acknowledgement.

(2) SSL reserve the right to increase Prices by such amount as may be necessary to cover any increases in the costs incurred by SSL in supplying Goods and/or in Installation as a result of changes in market conditions between the date of SSL’s quotation and the relevant delivery date (or date of completion of Installation if later). Changes in market conditions shall include (but shall not be limited to) variations in exchange rate, the imposition of new taxes levies and surcharges, changes in the basis or rates of existing taxes surcharges and levies, and trading restrictions caused by Governmental or statutory controls.

(3) In addition to the Price the Purchaser will be liable to pay SSL on demand the cost of carriage and insurance in transit of Goods delivered together with any applicable VAT or Sales Tax on the Price and on such costs at the rate in force at the time of delivery or, if later, completion of Installation.

4. Payment

(1) Payment of the Price together with any applicable carriage VAT or other charges is to be made in accordance with SSL’s quotation and/or acceptance. Unless SSL agree otherwise Goods to be exported and Installation to be carried out outside the United Kingdom shall be fully paid for prior to shipment in cash or by means of an irrevocable letter of credit in accordance with SSL’s requirements

(2) Any monies due or payable to SSL by the Purchaser which are not paid on the due date shall (without prejudice to SSL’s other rights and remedies) carry interest from day to day at 7% per annum above the Barclays Bank base rate, compounded monthly (after as well as before judgement) from the due date until payment.

5. Delivery

(1) SSL shall make delivery of Goods in whatever form and by whatever means SSL consider appropriate and SSL reserve the right to make part deliveries unless SSL expressly agree otherwise.

(2) Goods are despatched at the Purchaser’s expense and risk unless SSL expressly agree otherwise.

(3) SSL make every effort to adhere to delivery dates and dates specified for completion of Installation but these are given without obligation on SSL’s part and must be considered approximate only. SSL shall not be liable for delay in delivery or Installation.

6. Export

(1) All import and other duties shall be met by the Purchaser and the Purchaser shall ensure that all applicable import/export licences certificates of origin and any other relevant documentation and authorisations have been procured prior to the shipment.

(2) The Purchaser shall be responsible for ensuring that Goods and/or Installation comply with relevant governmental and other Regulations.

7. Receipt and Acceptance of Goods/Claims

(1) The Purchaser will evidence receipt of Goods delivered by signing a delivery note at the time of delivery. Subject to any notification SSL receive in accordance with the following provisions of this condition the Purchaser will be deemed to have accepted the Goods delivered within seven working days after delivery or if an authorised Software download within 24 hours of payment.

(2) Complaints regarding shortages damage or other discrepancies in respect of Goods delivered must be notified in writing to SSL promptly and, in any event, within seven (7) working days of delivery.

(3) In the event of complete non-delivery of Goods ordered the Purchaser shall give written notification to SSL and the relevant Carrier (if any) within three (3) working days after SSL have notified the Purchaser of despatch of the Goods in question or in the absence of such notification of despatch, within seven (7) days after the estimated delivery date.

(4) In the case of Goods damaged in transit

(i) the packing material is to be retained by the Purchaser for SSL’s inspection;

(ii) damage or discrepancies should be noted at the time of delivery and the relevant delivery notes marked accordingly. Delivery notes marked ‘unexamined’ cannot be accepted.

(iii)  No claim for transit damage will be considered where Goods are collected by the Purchaser or the Purchaser’s agent or carrier.

(5) Where SSL accept responsibility under this Condition SSL shall at SSL’s option replace or repair any Goods proved to SSL’s satisfaction to have been lost or damaged in transit.

8. Software Licence/Intellectual Property Rights

(1) Software shall at all times remain the sole property of SSL or the relevant owner and shall only be used for operating the Goods for which it was designated. The Purchaser shall by no means acquire title or copyright to such Software.

(2) The use of the Software is subject to any terms and conditions which accompany the Software (“Software Terms”). In the event of conflict between the Software Terms and the terms contained herein the Software Terms shall take precedence.

(3) The Purchaser shall have a non-exclusive licence to use Software owned by SSL and a non-exclusive sub-licence to use Software of a third party (such sub-licence incorporating any terms of that third party); such licences shall only be transferable with SSL’s prior written consent and shall continue indefinitely unless and until terminated automatically by recovery of the relevant Goods pursuant to Condition 10 below.

(4) Any complaint regarding Software regardless of its nature must be made not later than three (3) months from the date of delivery or download. The Purchaser is not entitled to claim defects in Software after expiry of this period.

(5) The Purchaser acknowledges that all patents, copyright or other intellectual or industrial property rights of whatever nature in Goods Installation and/or Software submitted by SSL shall remain vested solely in SSL or the relevant owner and the Purchaser undertakes all reasonable precautions to maintain the confidentiality of Goods Installation and/or Software and all know-how and trade secrets incorporated therein and not to copy or duplicate or permit the copying or duplication of the same by any means.

(6) The Purchaser undertakes to indemnify SSL and/or SSL’s sub-contractors against all damages costs and expenses which SSL or SSL’s sub-contractors may incur as a result of any Goods and/or Installation designed, constructed or carried out in accordance with the Purchaser’s specification or requirements involving a claim for infringement of any patents copyrights or other intellectual property right.

(7) The Purchaser undertakes not to alter develop or adapt any part or item comprised in Software without SSL’s prior written consent.

9. Installation

SSL only undertake Installation where SSL expressly agree to do so in SSL’s quotation and/or acceptance and the provision of Installation shall be subject to the following;

(1) The work and services comprised in Installation shall be as described in SSL’s quotation and SSL reserve the right to increase the Price to cover the cost (including a reasonable profit element) of any addition and/or variation which SSL agreed to provide.

(2)  SSL reserve the right to sub-contract the whole or part of Installation.

(3) Unless otherwise expressly agreed in SSL’s quotation or acknowledgement Installation does not include;

(i) building and electrical supply work or the associated works of other trades.

(ii) the supply of items other than the Goods specified in SSL’s quotation.

(4) The Purchaser shall prepare the area of delivery and the premises for the Installation and shall provide free access to the premises and to any services or facilities that may be required to carry out the Installation.

(5) The Purchaser shall be solely responsible for all loss or damage to any plant tools equipment and Goods properly on site for the purposes of carrying out the Installation.

(6) The Purchaser shall at its expense obtain every licence permit or authority that may be required in connection with the Installation and shall at its expense ensure that there is adequate insurance against all loss or damage that could foreseeably arise in the carrying out of the Installation.

10. Ownership of Goods

(1) SSL shall retain the sole property in and all legal and beneficial title to any Goods delivered until the full Price and the Price of any associated Installation and all other additional costs (as set out in Conditions 3(3), 4(1), 6(1) and 9(1) above) therefore have been received by SSL and the Purchaser acknowledges that it will hold such Goods as bailee for SSL until such payment is made.

(2) If Goods are delivered or otherwise come into possession of the Purchaser before payment in full has been made as above and if;

(i) there shall be any default in due payment by the Purchaser of the full price and additional costs for such Goods and/or any associated Installation; or

(ii) the Purchaser being a company shall enter into liquidation (other than for the purpose of amalgamation or reconstruction) or shall have a Receiver or Administrator appointed over the whole or any part of its undertaking or assets; or

(iii)  the Purchaser being one or more individuals any one or more of such individuals shall be subject to a bankruptcy petition, enter into an arrangement or composition with or for the benefit of its creditors or be made bankrupt;

then, and in any such case, SSL may forthwith (whether or not payment for the Goods delivered is due) recover possession of and permanently retain any Goods which have not passed into the ownership of the Purchaser as aforesaid and SSL may, for this purpose, at any time enter upon the Purchaser’s premises where the Goods are kept or reasonably thought to be kept and may repossess and remove the same (even if fixed to premises or incorporated in other equipment) without incurring any liability for any damage necessarily resulting from such entry and removal.

(3) If Goods are annexed with or incorporated in property of the Purchaser, the resulting product shall become and/or shall be deemed to be SSL’s sole and exclusive property. If Goods are annexed with or incorporated in property of any person other than the Purchaser, the resulting product shall become or shall be deemed to be owned in common with that other person in the proportions that the value of each of SSL’s respective property bears to the aggregate value of SSL’s respective property.

(4) In the absence of any express indication any payment by the Purchaser shall be applied in discharge of SSL’s invoices to the Purchaser in respect of which payment is longest outstanding.

11. Default

In the event that the Purchaser fails to pay for Goods ordered or Installation or if any one or more of the events set out in condition 10(2)(ii) or 10(2)(iii) above occur, or if the Purchaser commits a material breach of any of these conditions and/or any contract governed by them and fails to remedy the same (if capable of remedy) within 30 days of being given written notice so to do by us, SSL reserve the right (without prejudice to SSL’s other rights and remedies) to suspend delivery of all or part of any Goods ordered and/or suspend all or any Installation until due payment has been made and/or to require payment in advance and/or otherwise vary the terms of payment for Goods ordered and/or Installation and/or to treat the contract(s) to which the breach relates as discharged.

12. Compliance with Laws and Policies

 12.1 General

 The Buyer shall at its own expense comply with all laws and regulations relating to its activities under this Contract, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals.

 12.2 Economic Sanctions Policy

 The Buyer shall, with respect to the Goods, comply with the Seller’s Economic Sanctions Policy (a copy of which is available on the Seller's website, https://www.solidstatelogic.com/about/sanctions, as updated by notification to the Buyer from time to time.

 12.3 Anti-money laundering

 The Buyer warrants, represents and undertakes that the operations of the Buyer and its subsidiaries have been and will be, at all times and in all material respects, conducted in compliance with all applicable financial recordkeeping and reporting requirements, including applicable anti-money laundering statutes of jurisdictions where the Buyer and its subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Buyer or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the Buyer’s best knowledge, threatened.

13. Anti-bribery Compliance

 13.1 Buyer shall:

13.1.1  at its own expense comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption as they may change from time to time, including but not limited to the UK Bribery Act 2010;

13.1.2  not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;

13.1.3 comply with the Seller’s Anti-bribery Policy (available on the Seller's website) and which may be updated from time to time (“Relevant Policy”);

13.1.4 maintain in place throughout the term of this Contract its own policies and procedures, including but not limited to adequate procedures (as determined in the Bribery Act 2010), to ensure compliance with the Relevant Requirements, the Relevant Policy and Condition 13.1.2, will enforce them where appropriate;

13.1.5 promptly report to Seller any request or demand for any undue financial or other advantage of any kind received by it in connection with the performance of this Contract;

13.1.6 immediately notify the Seller (in writing) if a foreign public official becomes an officer or employee of the Buyer or acquires a direct or indirect interest in the Buyer, and the Buyer warrants that it has no foreign public officials as direct or indirect owners, officers or employees at the date of this Contract; and

13.1.7 ensure that any person associated with it (as determined in the Bribery Act 2010) who is performing services or providing goods in connection with this Contract does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to this Condition 13.1 (“Relevant Terms”). The Buyer shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to the Seller for any breach by such persons of any of the Relevant Terms.

• Breach of Condition 13.1 shall be deemed a material breach.
• For the purpose of Condition 13.1, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively.

14. Modification

SSL reserve the right (for SSL’s and SSL’s sub-contractors) at any time and without previous notice to alter from time to time the design, specification or construction of Goods without incurring any obligation to incorporate such alterations in Goods previously ordered or delivered.

15. Guarantee and limitation of liability

(1) SSL guarantee that SSL will, at SSL’s option, repair or replace free of charge for labour and parts any Goods manufactured by SSL requiring repair or replacement (during the applicable Guarantee period) by reason solely of faulty material or workmanship during manufacture subject to the following conditions:

(i) If the item of Goods in question is no longer available SSL shall do their best to provide a suitable alternative and the Purchaser shall be bound to accept this.

(ii) Normal wear and tear and parts of an expendable nature are not covered.

(iii)  Damage resulting from or aggravated by negligence, failure to follow correct operating procedures, misuse, or unauthorised modifications, or the fitting of non-original parts by the Purchaser or its agents is excluded.

(iv)  The Purchaser must promptly report alleged defects to SSL and at SSL’s request, promptly return the Goods in question to SSL suitably packed.

(v) In no circumstances whatsoever shall SSL’s liability extend beyond repairing or replacing the actual items of SSL’s manufacture. The Purchaser shall be liable for the cost of removal shipment and/or re-Installation of Goods.

(2) Where Goods or components of Goods are not manufactured by SSL, SSL will use SSL’s best endeavours at SSL’s expense to procure that the Purchaser will have the benefit of the Guarantee (if any) given to SSL by the relevant manufacturer.

(3) This guarantee does not affect statutory rights of the Purchaser when dealing as a consumer within the meaning of the Unfair Contract Terms Act 1977 as amended or re-enacted from time to time.

(4) Subject to Conditions 15(1) and (2) above all conditions, guarantees or warranties whether express or implied by statute, common law or otherwise including but not by way of limitation (but not so including in the case of Goods supplied to the Purchaser dealing as a Consumer within the meaning of the said Act) conditions, guarantees or warranties as to the quality or fitness for purpose of Goods and/or Installation or as to their conformity with description or sample are hereby excluded.

(5) The Purchaser acknowledges that it has relied solely on its own judgement in assessing whether Goods Installation and/or Software are fit for any particular purpose for which they may be required by the Purchaser.

(6) Neither SSL nor SSL’s sub-contractors shall be liable for direct or consequential loss or damage resulting from Goods and/or the use thereof and/or Installation (except death or personal injury resulting from SSL’s negligence within the meaning of the said Act).

16. Force Majeure

SSL shall be under no liability in respect of anything which, apart from this Condition, may constitute breach of any contract governed by these Conditions arising by reason of any cause or circumstance beyond SSL’s reasonable control which prevents performance of the contract in question.

17. Miscellaneous

(1) Any notice to be given by one party to the other shall be given in writing and shall be properly served if sent by prepaid first class post or fax or electronic mail to the registered office or last known business address of the party to be served and if such notice is sent by post it shall be deemed to have been received on the third business day after posting and if sent by fax or electronic mail shall be deemed to have been received at the time of despatch.

(2) Where the Purchaser comprises two or more persons their liabilities and obligations to SSL shall be joint and several.

(3) The headings of the preceding clauses shall not affect the interpretation of these conditions.

(4) The singular shall include the plural and vice versa.

(5) These conditions and any contract governed by them shall be construed in accordance with English Law and the English Courts shall have sole jurisdiction in any dispute relating thereto. SSL shall however be entitled to waive the aforementioned statement of jurisdiction and shall always be entitled to proceed against the Purchaser at the Purchaser’s venue or any other court having jurisdiction over the Purchaser.

(6) If these conditions or any contract governed by them shall be or become invalid or unenforceable in any way and to any extent by any existing or future rule or law, statute, order directions or regulation applicable thereto then the same shall to the extent of such invalidity or unenforceability be deemed to have been deleted from the conditions and/or the said contract which shall remain in full force and effect as regards all other provisions.

Revised  April 2018