TriboTonic Limited Terms and Conditions of Sale

General

Orders are accepted by TriboTonic Limited (“Seller”) subject to these terms and conditions. In case of a conflict, inconsistency or addition not expressly accepted in writing by Seller, the terms and conditions of sale provided herein shall supersede any conflicting, inconsistent or additional terms stated in or attached to any purchase order or otherwise.

The acceptance of an order by Seller will supersede all prior communications and constitute a complete and binding contract between the party (“Buyer”) purchasing instruments, consumables and spares (“Equipment”) and Seller. This contract cannot be modified or cancelled without the written agreement of both parties.

Shipment

Equipment will be delivered within a reasonable time after receipt of Buyer’s order and acceptance by Seller, subject to availability. Seller shall not be liable for any delays, loss or damage in transit.

Seller may, in its sole discretion, make partial shipments without liability or penalty. Each shipment will constitute a separate sale, and Buyer shall pay for the Equipment shipped, whether such shipment is in whole or partial fulfilment of Buyer’s order.

Title and Delivery

All sales are made Incoterms® 2010 to the Buyer’s nominated delivery address. Buyer is responsible for obtaining all necessary licences for importing goods and paying all relevant taxes, duties and inspection costs.

Title and risk of loss or damage shall pass from Seller to Buyer upon arrival at the Buyer’s nominated delivery address.

Prices

Irrespective of any prices quoted by Seller or listed on Buyer’s order, an order is accepted only at the prices shown on Seller’s written quotation.

Payment Terms

Invoices are payable at the place set forth in the quotation or invoice no later than thirty (30) days after the date of invoice. Any exchange charges, clearance charges, cheque charges or collection charges will be paid by Buyer.

Any amounts not paid when due will bear interest at a rate of 18% per annum or, if lower, the maximum rate permissible by law.

All orders are subject to credit approval by Seller. Credit may be changed or withdrawn by Seller at any time.

If Seller determines that Buyer’s financial condition does not justify continuation of production or shipment on the original payment terms, Seller may require full or partial payment in advance.

Taxes

Quoted prices do not include VAT or any other local excise, sales, use or similar taxes, which Buyer shall additionally be liable to pay.

Applicable taxes will appear as separate items on the invoice unless Seller receives an appropriate tax exemption certificate from Buyer prior to shipment.

Customer Specific Acceptance

Except as provided in the quotation, Seller’s standard commercial factory acceptance tests performed at Seller’s factory will comprise acceptance for the Equipment sold by Seller.

If the quotation references Customer Specific Acceptance provisions, Buyer will accept the purchased Equipment in accordance with those provisions.

If Customer Specific Acceptance has not commenced within thirty (30) days after delivery and completed within sixty (60) days after delivery through no fault of Seller, the Equipment shall be deemed accepted.

Installation

If the quotation includes installation of the Equipment by Seller at Buyer’s business location, Seller shall be responsible for unpacking, set up and commissioning.

Buyer must not unpack any shipment or commence set up prior to the arrival of Seller’s installation personnel.

Force Majeure

Seller shall not be liable for failure to perform caused by strikes, lockouts, labour difficulties, riots, supply issues, transport issues, fires, storms, floods, earthquakes, explosions, accidents, acts of God, civil or military interference, war, rebellion, sabotage, embargoes or any other cause beyond Seller’s reasonable control.

Patents

If a third party claims that purchased Equipment infringes that party’s patent or copyright, Seller will defend Buyer against that claim and pay all costs, damages and attorneys’ fees finally awarded by a court, provided Buyer promptly notifies Seller in writing and allows Seller to control and cooperate in the defence and settlement negotiations.

Seller’s liability is limited to repair, replacement or adjustment as determined by Seller.

Cancellation

Buyer may cancel its order prior to shipment only upon written notice and payment to Seller of cancellation charges, taking into account expenses incurred and commitments already made by Seller.

Warranty

Seller warrants that new Equipment will materially conform to Seller’s published specifications in effect as of the date of manufacture and will be free of defects in material and workmanship for one year commencing on final acceptance or ninety (90) days from shipping, whichever occurs first.

Replacement parts will be new or of equal functional quality and warranted for the remaining portion of the original warranty or ninety (90) days, whichever is longer.

Software is warranted to perform in substantial compliance with the written materials accompanying the software. Seller does not warrant uninterrupted or error-free operation.

Expendable items, including filters, lamps, fuses, drive belts, probes, fluids, O-rings and seals, are specifically excluded from the warranties and are not warranted.

Used Equipment, including ex-demonstration Equipment, is sold as is, where is, without any warranty, express or implied.

The above warranties are expressly in lieu of any other express or implied warranties, including implied warranties of merchantability or fitness for a particular purpose.

No Consequential Damages; Limitation of Liability

Subject to the exclusions below, Seller shall not be liable for indirect, special, consequential or punitive damages, including loss of profits or loss of data, even if advised of the possibility of such damages.

Seller’s liability shall not exceed the amounts actually paid by Buyer under the applicable order, statement of work or agreement.

Nothing in these terms shall limit or exclude Seller’s liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of section 12 of the Sale of Goods Act 1979, or any other matter where exclusion or restriction of liability would be unlawful.

Applicable Law and Jurisdiction

The contract shall be interpreted and construed under the laws of England and Wales. The exclusive jurisdiction for any disputes arising out of or in connection with the contract shall be the courts of England and Wales.

Severability

If any provision of these terms and conditions is held by a court to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.