Standard Terms and Conditions of Sale

1 Definitions: ‘the customer’ refers to the company or individual to whom any PowersoL quotation is addressed. ‘PowersoL’ refers to PowersoL Limited of 119 – 123 Marfleet Lane, Kingstone Upon Hull, HU9 5RN registered in England number 6624360.

2 Terms and Conditions of Sale: The Terms and Conditions of sale set forth herein, and any supplements which may be attached hereto, constitute the full and final expression of the contract for the sale of products by PowersoL and supersedes all prior agreements written or oral between the PowersoL and the customer. Customer agrees to be bound by these Terms and Conditions of sale. PowersoL accepts no other terms and conditions of purchase offered by customer.

3 Quotations: written quotations are valid for 30 days from their date unless stated otherwise in the quotation itself. Verbal quotations are valid only on the day they are made and must be accepted on the same day to be binding. All prices quoted are ex-works unless otherwise stated.

4 Order Acceptance: Quotations are binding and represent a contract between PowersoL and the customer on receipt by Powersol of a purchase order or written or oral quotation acceptance from the customer within the specified validity period provided that at the time of receipt PowersoL have sufficient stock and means to satisfy the order. Powersol will process customer orders on a first come first served basis.

5 Termination: this contract terminates on receipt of final payment from the customer or on completion of the specified services by PowersoL whichever is the latter, unless it is terminated prematurely under the circumstances set-out below.

5.1 The customer may terminate the contract giving 14 days written notice. In such an event PowersoL reserve the right to invoice for time and materials used up to but not exceeding the total value quoted.

5.2 PowersoL reserve the right to terminate this contract if the customer fails to pay any sum due within the specified period and that sum is still not paid in full within 14 days of PowersoL issuing written notice that it is overdue.

5.3 PowersoL reserve the right to terminate this contract if the customer breaches any of the terms and conditions herein and is able to remedy that breach but does not remedy it within 14 days of PowersoL issuing written notice that it holds the customer in breach.

5.4 PowersoL reserve the right to terminate this contract without notice if the customer has bankruptcy or insolvency proceedings or equivalent provisions in any country outside England and Wales brought against him or goes into liquidation or make an arrangement with his creditors or has a receiver or administrator appointed.

5.5 PowersoL reserve the right to terminate this contract if its performance is subject to approval of engineering drawings and the customer fails to approve such drawings within 30 days of issue.

6 Payment: the customer agrees to pay PowersoL promptly and within the payment terms set out on Powersol invoices or within 30 days of the tax point date if not otherwise specified. PowersoL will invoice against the schedule set-out in their quotation or on delivery of products if no invoice schedule has been set-out. All prices quoted exclude VAT, postage and packaging and any other applicable taxes. If the customer fails to pay any invoice when it is due PowersoL may at there discretion withhold further services and /or deliveries and /or levy interest charges at a rate of 4% above the current bank base lending rate and /or terminate the contract under clause 5.2 herein.

6.1 Powersol reserve the right to ask for payment in full or part in advance of shipping products if, in PowersoL’s judgement, at any time during the contract, the seller does not justify the terms of payment specified.

7 Title: Products supplied remain the property of Powersol until paid for in full.

8 Bespoke and Made-to-Order Products: PowersoL reserves the right to vary the price and terms of this contract if any of the material assumptions made in producing the original quotation alter significantly during the development or manufacture of bespoke or made to order products.

9 Scheduled orders: For any order held, delayed or rescheduled at the request of the customer, PowersoL may, at its sole option, require payment to be based on any reasonable basis, including but not limited to the contract price, and any additional expenses, or costs resulting from such a delay, and/or store products at the sole cost and risk of loss to the customer. Any order delayed or rescheduled beyond three months may, at PowersoL’s discretion, be treated as contract termination by the customer.

10 Warranty: All products supplied are warantied against defects in workmanship and materials only for the period specified in PowersoL’s quotation or for one year from the delivery date where no warranty period has been specified. Further than this and to the extent permitted by English law PowersoL offer no warranties either express or implied.

10.1 This warranty does not cover failure or damage due to storage, installation, operation or maintenance not in conformance with PowersoL’s recommendations and industry standard practice or due to accident, misuse, abuse or negligence. This warranty does not cover reimbursement for labour, gaining access, removal, installation, temporary power or any other expenses, which may be incurred in connection with repair or replacement.

10.2 This warranty does not apply to equipment not manufactured by PowersoL. PowersoL limits itself to extending the same warranty it receives from PowersoL’s supplier.

10.3 Where product has been supplied this warranty clause shall survive termination of this contract.

11 Shortages and Damage in Transit: PowersoL will only accept liability for damage in transit or shortages if it is reported in writing to the carrier at the point of receipt prior to signing for receipt of products. The customer is responsible for unpacking products and checking against the delivery note and if damage or shortages are discovered must:

11.1 Not have previously signed for products as ‘received in good condition’ or equivalent.

11.2 Retain shipping container and packing material.

11.3 Notify the carrier in writing of any apparent damage.

11.4 Notify PowersoL or its representative within 72 hours of delivery of any apparent damage or any shortages.

11.5 Send PowersoL or its representative a copy of the carrier’s inspection report for any apparent damage.

12 Returning Products: Authorisation and shipping instructions for the return of any Products must be obtained from PowersoL before returning any products. Re-stocking charge applies to excess and customer error returns. When return is occasioned due to PowersoL error, full credit including all transportation charges will be allowed.

13 Confidentiality: engineering drawings and other material supplied to the customer for approval remain the property of PowersoL. The customer agrees to keep confidential, and to use only for the purpose of product approval, and not to disclose to a third party any information supplied by PowersoL to the customer both prior to and during the life of the contract and for a period of five (5) years thereafter. This obligation does not extend to (A) information that is or becomes public knowledge other than by breach of contract, (B) already known to the customer prior to disclosure, (C) discovered independently by an employee of the customer to whom no disclosure of information has been made.

14 Negligence: PowersoL’s liability to the customer will not exceed the value of this contract, excluding any liability for death or personal injury caused by PowersoL’s negligence.

15 Force Majeure: PowersoL will not be liable for any delay or non-performance or consequential loss caused by things beyond PowersoL’s reasonable control. These include: Acts of God, civil disorder, war or military operations, national or local emergencies, acts or omissions of government, industrial disputes of any kind, fire, lightning, explosion, flood, subsidence, exceptional weather, power failures or shortages, acts or omissions of other bodies for whom PowersoL are not responsible.

16 Entire Agreement: These terms and conditions forms the basis of contract. They supersede and replace any other terms and conditions or understandings between the customer and PowersoL. No further obligation, representation, undertaking or promise shall be deemed to have been given or implied from anything said or written in negotiations between the customer and PowersoL.

17 Variation: The terms and conditions herein cannot be varied without the prior, properly authorised, written consent of PowersoL or its authorised representatives.

18 Assignment: Neither party may transfer or assign any of its respective rights or obligations without the prior, properly authorised, written consent of the other party.

19 Severability: If any part of these terms and conditions is or becomes illegal or invalid or unenforceable under English law the remaining parts shall not be affected and shall remain in force.

20 Waiver: The failure of Powersol to strictly enforce any of the terms and conditions herein shall not be construed as a waiver of the right to enforce or demand strict performance of such thereafter.

21 Law: The construction, validity and performance of this contract shall be governed by English Law. Both parties agree to submit to the jurisdiction of the English courts.