PRW Product Services Ltd Terms and Conditions of Sale

1. General & Scope: These terms apply to quotations and contracts for sales of parts and assemblies (‘the products’) and services by PRW Product Services Ltd (‘the seller’). By accepting our order acknowledgement without making any objections, the Buyer accepts the waiving of legal objections derived from their terms and conditions of business. We accept this waiver and our terms and conditions shall govern all our future business relationships as well, even if they should not be expressly agreed upon once more explicitly.

2. Prices: the prices quoted are on ex-works basis unless otherwise stated, and do not include carriage, customs duty or VAT. We reserve the right to periodically review prices due to changes in costs for materials, wages, salaries, freight rates, and other cost elements.

3. Delivery: The deadlines and dates stated by us are approximations only and are not binding unless an agreement is expressly made to the contrary in writing. We shall not be held liable for delays in delivering goods and rendering services caused by force majeure and owing to occurrences for which we are not responsible. We shall be entitled to render partial deliveries and services at any time.

4. Payment: Our products and services are supplied full payment against tender or delivery unless the Purchaser has been notified by the seller that an approved credit account has been granted, as indicated on the order acknowledgement. Payment shall be made in full without any deduction or counterclaim. The seller reserves the rights to terminate any credit terms at any times without notice. The Buyer may withhold a payment only if a defect is recognised or obvious within two days of delivery.

5. Retention of Title: Ownership of the products shall remain with the seller and will not pass to the Purchaser until the seller is paid in full and no other amounts are owed by the Purchaser relating to other products or deliveries. Where the products are incorporated into in other products or changed by the Purchaser, ownership shall not pass to the Purchaser by virtue of the attachment, incorporation or alteration of the products if the products remain identifiable and where the products can be detached or removed from said other products.

6. Complaints: Claims for defects in quality shall become time-barred after six months. This shall not apply in so far as the law (of the UK stipulates that longer periods are compulsory as well as in those cases of loss of life, physical injury and injury to health., in the event of an intentional or grossly negligent breach of duty, and in event of concealment of a defect with intent to deceive. Moreover, Number 7. (Limitations of liability) of our terms and conditions of sale shall apply for claims for damages and compensation. The buyer shall be obliged to inspect our delivery immediately upon delivery. Warranty claims can only be asserted if the defect has been notified in writing no later than four weeks from receipt of the goods.

7. The Products: The functionality and operation of the products depends upon the end-use purpose, and the variable nature of each application and equipment to which they are installed, and the manner in which they are installed, and this being outside the control of the seller, so:

a. The seller guarantees only that the products are manufactured in accordance with the specification stated in the seller’s order acknowledgement, and datasheet or drawing, if applicable.

b. Notwithstanding that the products have at any time been shown the Purchaser, this contract does not constitute a sale made by sample.

c. The seller has expertise in design and manufacture of the products only and not necessarily in the application of the products to any particular purpose or the fitting of the same to any equipment. The Purchaser therefore assumes entire responsibility for the products being suitable for his or any particular purpose and no terms whatsoever may be implied herein as to their suitability for any such purpose.

8. Limitations of liability: Liability for failure of the products once they have been installed to the Purchaser’s equipment is hereby expressly excluded howsoever such failure may occur except where due to avoidable fault in manufacture.The Purchaser shall be responsible for testing each piece of equipment to which the products are installed and satisfying himself that the same is fully functional before onward sale or transmission.Without prejudice to the generality of the foregoing under no circumstances will the seller accept liability for claims for loss of profit arising out of, or in connection with any loss or injury to or damage whether to persons or to property and whether arising from defects, failure to comply with specifications, negligence or otherwise howsoever. The Purchaser is therefore advised to effect any necessary insurance to cover himself against any further direct and/or any consequential loss.

9. Drawings & Technical information: Samples, drawings, sketches, technical illustrations and similar documentation shall remain our property and must neither be used otherwise without our specific written authorisation, nor be made available to third parties. Software must not be copied or used either directly or indirectly for purposes other than related to the covering agreement.

10. Intellectual Property: The seller in no case can guarantee that the products subject to this agreement do not infringe any patent, trade mark, copyright or other similar right held by any third party, nor will the seller accept any liability whether statutory or otherwise to disclose the Purchaser any claim by a third party that the goods infringe such a right. The seller therefore will under no circumstances be liable for any damage or loss howsoever caused to the Purchaser which is or may be attributable to any such claim.