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Terms & Conditions

FOREMOST ELECTRONICS LTD TERMS & CONDITIONS OF SALE

1. PRICES: All prices quoted are subject to alteration at any time without notice. In accordance with usual practiceand whilst every endeavour has been made to ensure the accuracy of price quoted, no responsibility is acceptedfor any error or omissions. Prices charged will always be those ruling at date of dispatch.

2. VAT: Prices are not inclusive of VAT. All prices are subject to the current rate of VAT on day of dispatch.

3. QUOTATIONS AND ACCEPTANCE: a) Quotations are valid for 30 days unless withdrawn and represent no obligationupon the company until the company accepts the purchaser’s order and furthermore the company reserves the rightwithout notice to alter the price of goods due to circumstances beyond the company’s control and to correct errorsand omissions. b) The purchaser’s order must be identified with an order number and must refer to any quotationissued by the company. c) In the event of any inconsistency between these conditions and the purchaser’s conditions,these conditions and any specific terms imposed by the company will prevail. No variation of these conditions or anyother specific conditions imposed by the company shall be binding upon the company or the purchasers unless anduntil the variation has been accepted in writing by a duly authorised person on behalf of the company. This conditionapplies equally whether or not a variation is made before or after the conclusion of sale or supply between thecompany and the purchaser. D) These conditions shall also apply to any future oral or written contract for the supplyof Goods and/or services by the company to the extent that such conditions are in any such future contract specificallyvaried or excluded or are inconsistent with what is expressly agreed in any such future contract.

4. ORDERS: The Company reserves the right to cancel any uncompleted order or suspend delivery in the event of any ofthe purchaser’s commitments with the company not being met. If an order is cancelled by the company in theaforementioned circumstances; or is cancelled by the purchaser, then the purchaser shall indemnify the companyagainst all loss, costs (including the cost of labor materials and overheads incurred), damages, charges and expensesarising out of the order and the cancellation thereof, the company however giving credit for the value of any suchmaterials sold or utilised for other purposes.

5. DELIVERY: The Company ships all goods as soon as possible, normally within 24 hours of receipt of order. Wheregoods are not available ex-stock the delivery dates quoted to be treated as estimates only. Whilst every endeavor willbe made to meet these estimated dates the company shall not be liable in any manner for failure to deliver by thedate quoted.

6. PAYMENT: a) Liability for payment shall arise on delivery of the goods to the purchaser or such person as the purchasermay direct and payment therefore shall be made no later than thirty days from the date of invoice unless otherwisespecifically agreed in writing between the company and the purchaser. Any discounts specified by the purchaser shallapply only where payment is so received. b) Payment for the service shall be made no later than 30 days month endafter the date upon which the services in question are supplied. c) The purchaser shall not be entitled to withholdpayment of any sum or sums after the same become due by reason of any right of set off or counterclaim which thepurchaser may have or alleged to have or any other reason whatsoever. d) The company shall be entitled to chargeinterest at a rate of two percent per month in respect of any sum still outstanding after the date on which it becomesdue for payment. e) The company reserves the right to withdraw credit terms contained in paragraphs (a) and (b) ofthis clause and to substitute cash with order or cash on delivery terms if it considers it appropriate to do so. f) Thecompany reserves the right to suspend deliveries and/or cancel any outstanding order or part order where paymentfor any part thereof is not received in accordance with this clause. g) No cash or other discount will be allowed unlessspecifically agreed in writing between the company and the purchaser. h) Prices quoted do not include value added tax.I) It is precondition of any claim against the company and the purchaser shall have complied in full with the terms ofpayment and other obligations under these conditions.

7. CHARGES: A charge for delivery and packing is made on all orders.

8. TITLE AND RISK: a) Risk in goods supplied shall pass to the purchaser upon delivery of the goods to him or any carrieror agent acting on his behalf in accordance with condition 6 above or as otherwise specified in the company’sacknowledgement of the purchaser’s order. b) Where goods are dispatched by the company, by post risk shall pass tothe purchaser immediately following posting by the company. c) The property in the goods shall pass when paymentshall have been made for the goods. In the event that payment for the goods is not made in strict conformity with theterms of payment contained in these conditions or in such other items of payment as shall have been specificallyagreed in writing between parties, the company shall be entitled to repossess the goods if he has parted withpossession and shall have an irrevocable free license to enter onto property belonging to the purchaser or its agentsfor the purposes of recovering possession of the goods. d) The company reserves in accordance with section 19 ofthe sale of goods Act 1979 the right and title to any goods delivered to the purchaser under any agreement for saleuntil either 1) the time of receipt by the company (a) all sums payable in respect thereof (whether such sums are dueon delivery or are the subject of any credit agreed or granted for any period thereafter) and (b) any other sums duefrom the purchaser at the date of delivery on any other account, or (2) if the purchaser incorporates the goods ionother goods in the ordinary course of manufacture until the time of such incorporation whichever of these two timesis the earlier. Until such payment or such incorporation the purchaser shall hold and store the goods as bailee forand on behalf of the company and in such a place and way that the goods are readily identifiable as the company’sproperty and shall deliver them to the company forthwith upon the company’s request made at any time after thedelivery. Any such request by the company shall have the effect of bringing to an end the agreement of the sale ofthe goods to the purchaser (without prejudice to the seller’s right to claim damages from the purchaser for anybreach of the agreement for sale prior to such request). e) Prior to payment as aforesaid and price top any suchrequest as aforesaid (1) the purchaser shall be entitled to incorporate the goods other goods in the ordinary courseof manufacture but shall not otherwise have any right to use the goods, and (2) the purchaser shall not have therights to dispose of the goods in circumstances where they have not been incorporated in other goods pursuant(I) except as agent for and on behalf of the company and any such disposal of the company shall bring theagreement for sale to the purchaser to an end and the purchaser shall receive and keep separate and hold all rightsto the whole proceeds thereof as agents on behalf of and for the sale account of the company. f) Where theproceeds of sale or disposal are mingled in the accounts of the purchaser, the company shall reserve the right totrace them and relate such proceeds as it claims.

9 IMPORTED GOODS: The Company reserves the right to change prices due to currency fluctuations by introducing asurcharge on imported goods. This surcharge will be calculated depending on the current rate of exchange againstthe pound sterling.

10. LOSS OR DAMAGE IN TRANSIT: Subject to clause 8(B) above, if goods are not received by the purchaser within sevendays of date of invoice the carrier and company should be informed at once, otherwise the company will not acceptany responsibility for loss in transit. The company will allow credit for any goods proven to it’s satisfaction to havebeen damaged in transit provided that within seven days after delivery both the company and the carrier have beennotifies in writing of the occurrence of the damage and also its nature and extent.

11. FINANCIAL CONDITIONS : If, in the company’s judgement the purchaser’s financial condition does not justify theterm’s of payment specified the company may cancel any unfulfilled orders unless the purchaser shall, upon writtennotice, immediately pay for any goods delivered or shall pay in advance for any goods ordered but not delivered orboth at the company’s option.

12. RETURNED GOODS: No returns for replacement under guarantee are permitted without the company’s previousconsent in writing. A handling charge equivalent to 20% of the invoice value of the goods excluding VAT will belevied on goods returned as “not wanted” or “incorrectly ordered”. Returns of goods under guarantee must beaccompanied by a field failure report or letter stating fully the reasons why the goods are believed by the purchaserto be defective. Credit will not be issued for goods unless this is fully complied with.

13. GUARANTEE: Unless otherwise stated the Company guarantees to repair or replace free of charge any goods foundto its satisfaction within 12 months after the date of delivery to be defective owing to faulty materials orworkmanship, provided that in the case of goods not of its manufacture liability is in no circumstances top extendbeyond any corresponding liability to it of its supplier. The company does not accept liability arising directly orindirectly out of the supply or use of any of the goods.

14. FORCE MAJEURE: The Company shall not be responsible for any non-performance in whole or in part of itsobligations nor under liability to the purchaser in respect thereof if such non-performance is due to clauses beyondthe control of the company.

15. PROPER LAW: The contract shall be governed by and interpreted in accordance with English Law and the Customersubmits to the jurisdiction of the High Court of Justice in England. Clause headings are for information only andshall not effect the interpretation or construction thereof.