CONDITIONS OF SALE     April 2008

                                                                                                                                               

1.      ACCEPTANCE, GOVERNING PROVISIONS AND CANCELLATIONS - No order for equipment or services available from Energy Automation Systems UK Ltd (whether pursuant to a Energy Automation Systems UK Ltd quotation or otherwise) shall be binding upon Energy Automation Systems UK Ltd unless accepted by Energy Automation Systems UK Ltd, either by written acknowledgement or written confirmation. Each such order shall be subject to these Conditions of Sale and assent thereto shall be deemed given by the purchaser unless the purchaser expressly notifies Energy Automation Systems UK Ltd to the contrary within five days after receipt of acknowledgement or confirmation of order.

 

No modified or other condition shall be incorporated into any contract of sale with the purchaser unless specifically agreed to in writing by Energy Automation Systems UK Ltd and failure of Energy Automation Systems UK Ltd to object to provisions contained in any purchase order or other communication from a purchaser (including, without limitation, provisions requiring the payment by Energy Automation Systems UK Ltd of damages whether general or liquidated) shall not be construed as a waiver of these Conditions nor as an acceptance of any such provisions.

 

No order accepted by Energy Automation Systems UK Ltd may be altered or modified by the purchaser unless agreed to in writing by Energy Automation Systems UK Ltd; and no such order may be cancelled or terminated except upon payment of Energy Automation Systems UK Ltd loss, damage and expense arising from such cancellation or termination.

 

These Conditions and any contract of sale in which they are incorporated shall be governed by and construed according to English Law.

 

2.          QUOTATIONS AND PRICES - Written quotations automatically expire at the end of thirty (30) days after the date on which they are issued, unless terminated by notice from Energy Automation Systems UK Ltd at an earlier date. Descriptions of equipment, prices thereof and other information in Energy Automation Systems UK Ltd catalogues, price lists and other advertising matter are provided for general information only and are not quotations or offers to sell or supply and are not to form part of any contract of sale.

 

All prices are subject to change without prior notice and are exclusive of Value Added Tax.

 

If there is any change in price of any item of equipment before it is despatched, its price will be the price ruling at the date of despatch. Where a change in the price of equipment occurs before the date of despatch requested by the customer then, unless previously agreed, the price ruling at the date of despatch will apply.

 

3.      PAYMENT TERMS - Invoices will be issued when the equipment, or any instalment of equipment which is to be separately paid for, is ready for despatch by Energy Automation Systems UK Ltd or made available to the purchaser for collection.

 

         Unless otherwise stated by Energy Automation Systems UK Ltd terms of payment are cash in full within thirty (30) days of the end of the month with manufactured or partly manufactured articles acquired or made by Energy Automation Systems UK Ltd specifically for the purchaser less an allowance related to the value thereof as realised or as utilised by Energy Automation Systems UK Ltd for other purposes.

 

The goods remain the property of Energy Automation Systems UK Ltd until paid for in full.

 

4.      DESPATCH - Despatch dates quoted are, unless expressly warranted as firm, estimates only and assume, where appropriate, that final and sufficient engineering instructions to enable Energy Automation Systems UK Ltd to proceed with uninterrupted manufacture of the equipment have already been received or will be received by the date therefore mentioned in Energy Automation Systems UK Ltd acceptance of the purchaser's order.

 

Where the purchaser's equipment is to be fitted by Energy Automation Systems UK Ltd to Energy Automation Systems UK Ltd equipment, delivery dates quoted are on the basis of the equipment being available to Energy Automation Systems UK Ltd when required.

 

 

Despatch by delivery of equipment to a carrier at any Energy Automation Systems UK Ltd premises or, if agreed, elsewhere, shall constitute delivery to the purchaser; and all risk of loss or damage to the equipment, if it has not already passed to the purchaser, shall pass to the purchaser at that time.

 

Claims for shortages must be made, in writing, to Energy Automation Systems UK Ltd within three (3) days after receipt of equipment by the consignee, and the failure to give such notice shall constitute unqualified acceptance of the equipment and waiver of all such claims by the purchaser.

 

Except as mentioned below all deliveries in the United Kingdom are carriage paid. Accordingly no allowance will be made if the purchaser accepts delivery at Energy Automation Systems UK Ltd premises.

 

Method and route of carriage will be at the discretion of Energy Automation Systems UK Ltd, unless Energy Automation Systems UK Ltd and the purchaser agree otherwise. All additional expense to Energy Automation Systems UK Ltd resulting from the method or route of carriage specified by the purchaser shall be borne by the purchaser.

 

Energy Automation Systems UK Ltd reserves the right to make delivery in instalments unless otherwise expressly stipulated in the contract for sale. Delay in delivery of any instalment shall not relieve the purchaser of its obligation to accept remaining deliveries.

 

Energy Automation Systems UK Ltd shall not be liable for any loss, damage of expense as a result of any delay in delivery of equipment due to labour troubles or any case beyond Sapphire Control Ltd reasonable control, including without limitation, delay caused by an act of God, act of the purchaser, embargo or other act, regulation or request, fire, accident, war, riot, delay in transportation, and inability to obtain adequate labour, materials or manufacturing facilities. In the event of any such delay, including any delay in the purchaser providing engineering instructions or equipment, the date for despatch shall be extended by a period equal to the time lost by the delay or such other longer period as may be reasonable in all the circumstances.

 

The responsibility for off-loading the equipment from Energy Automation Systems UK Ltd or carrier's transport, including the risks thereof, rests with the purchaser.

5.      SUBSTITUTES - Energy Automation Systems UK Ltd may at its discretion use or furnish suitable substitutes for any materials originally intended for the equipment.

 

6.      TEST AND INSPECTION - Any tests or inspections required by the purchaser additional to those normally undertaken by Energy Automation Systems UK Ltd will be by arrangement and will be the subject of a reasonable charge to the purchaser.

 

7.      CONDITIONS AND WARRANTIES -

(1) Subject to the provisions herein contained Energy Automation Systems UK Ltd warrants equipment manufactured by it to be free from defects in materials and workmanship for a period of one (1) year from the date of despatch by Energy Automation Systems UK Ltd. If within such period any such equipment shall be proved to be so defective it shall be repaired or, at Energy Automation Systems UK Ltd option, replaced. Subject as aforesaid the liability of Energy Automation Systems UK Ltd of whatsoever nature, including liability for any defects in materials and workmanship of equipment supplied by Energy Automation Systems UK Ltd (whether or not manufactured by Energy Automation Systems UK Ltd) and liability for any form of economic or financial loss to the purchaser (including loss, profit, use or opportunity) consequent thereon or incidental thereto is hereby excluded and all express or implied conditions, warranties or other terms, statutory or otherwise inconsistent herewith are expressly excluded PROVIDED THAT:-

 

a)          this exclusion of liability shall not apply in any event to any liability of Energy Automation Systems UK Ltd for death or personal injury resulting from its negligence, and

 

b)      where these Conditions apply to a consumer transaction (within the meeting of the Consumer, Transaction (Restrictions on Statements) Order 1976 (as amended) the statutory rights (as defined in such Order) of the purchaser shall not be affected by this Condition.

 

         (2) The above warranty shall not apply (a) to equipment not manufactured by Energy Automation Systems UK Ltd, (b) to equipment which shall have been repaired or altered by persons other than Energy Automation Systems UK Ltd so as, in its judgement, to affect it adversely or (c) to equipment which shall have been damaged by circumstances beyond Energy Automation Systems UK Ltd control, or shall have been improperly operated, maintained or stored by or on behalf of the purchaser or shall have had abnormal use or service. In respect of equipment not manufactured by Energy Automation Systems UK Ltd, the obligations of Energy Automation Systems UK Ltd shall in all respects conform to and be no more extensive than, the warranty given to Energy Automation Systems UK Ltd by its supplier, subject always to the proviso in paragraph (1) of this Condition.

 

 

8.                            RETURN OF EQUIPMENT – Any goods requiring replacement subject to Warranty or any other reason will be done so in accordance with the Companies Return of goods policy. If any goods appear to be faulty within warranty the procedure is as follows.

a.        Purchaser Informs Seller of the issue.

b.        Purchaser Informs Details of the Qty involved

c.        Seller prepares an Estimate for Replacement goods

d.        Purchaser Orders Replacements

e.        Seller dispatches and Invoices for Replacements

f.         Purchasers  Replaces goods on receipt

g.        Purchaser sends goods back to Seller for testing

h.        Seller completes test and informs Purchaser of findings

i.         Depending on result of testing

a.        Product failure due to manufacturing issue triggers a Credit note from Seller to value of goods replacement

a.        If product passes test or failure is due to site or other installation issue, Invoice to be paid

 

  

         No equipment may be returned without first obtaining Energy Automation Systems UK Ltd oral or written permission and without a returned material identification tag.

 

Returned equipment must be securely packed by the purchaser to reach Energy Automation Systems UK Ltd without damage and any cost incurred by Energy Automation Systems UK Ltd to put returned damaged equipment in first-class condition shall be charged to the purchaser.

 

 

9.      ARBITRATION - If at any time any question, dispute or difference whatsoever shall arise between Energy Automation Systems UK Ltd and the purchaser upon, in relation to or in connection with the contract, either party may give to the other notice in writing of the existence of such question, dispute or difference, and the same shall be referred to the arbitration of a person to be mutually agreed upon, or failing agreement within fourteen (14) days of receipt of such notice, or some person appointed by the President for the time being of the Institution of Electrical Engineers, acting as an expert and not as an arbitrator. To any such arbitration the provisions of the Arbitration Act 1958, and any statutory re-enactment or modification thereof for the time being in force shall apply. All clerical errors in quotation, acceptances of orders and other documents are subject to subsequent correction by Energy Automation Systems UK Ltd.

10. PROPERTY AND RISK

 

(a)        Proper in and beneficial ownership of the equipment shall remain in Energy Automation Systems UK Ltd (notwithstanding delivery of such equipment to purchaser) until the purchaser has paid both the full price of such equipment and all other sums whatsoever due to Energy Automation Systems UK Ltd if equipment is supplied to the purchaser on general account. Pending such payment the following paragraphs of this Condition (14) shall be applicable to such equipment.

 

(b)        The risk in the equipment shall pass to the purchaser on delivery notwithstanding that property therein remains with Energy Automation Systems UK Ltd.

 

(c)        The purchaser shall at all times in fiduciary capacity hold the equipment and any proceeds of sale thereof for the account of Energy Automation Systems UK Ltd and shall hold any rights and claims it has in respect thereof for the benefit of Energy Automation Systems UK Ltd.

 

(d)        The purchaser shall mark and keep the equipment so as to identify it clearly as the property of Energy Automation Systems UK Ltd.

 

(e)        Energy Automation Systems UK Ltd shall be entitled at any time by its servants or agents at the purchaser's expense to enter upon purchaser's premises and to recover and sell the equipment and the purchaser shall have no claim against Energy Automation Systems UK Ltd in respect of any such entry or sale save to recover any cash balance remaining after satisfying all amount due from the purchaser to Energy Automation Systems UK Ltd out of the proceeds of sale.

 

(f)         If the purchaser shall re-sell the equipment:-

 

             (i)      Energy Automation Systems UK Ltd shall become entitled to the proceeds of resale or to all rights to or claims for such proceeds and the purchaser shall take all steps necessary to keep such proceeds separate from its other monies, to pay over such proceeds to Energy Automation Systems UK Ltd and to transfer to Energy Automation Systems UK Ltd any such rights or claims to such proceeds: and

 

             (ii)     The purchaser shall not enter into any contract which would render Energy Automation Systems UK Ltd liable to any third party for breach of such contract or which would thereby render Energy Automation Systems UK Ltd chargeable to Value Added Tax and insofar as any liability of charge as aforesaid may be incurred notwithstanding the foregoing it is hereby agreed that such liability or charge shall be incurred solely by the purchaser shall indemnify Energy Automation Systems UK Ltd against any loss or damage occasioned to Energy Automation Systems UK Ltd in respect of such liability or charge.

 

 

11.       DRAWINGS - Unless otherwise stated at the time the order is placed, we shall issue three copies of RECORD Drawings, once full design details are complete. APPROVAL Drawings can be provided but our order release will not be effected until receipt of signed and fully Approved Drawings, allowing us to proceed with manufacture.

 

12.       CUSTOMER INSPECTION - Witness testing to Energy Automation Systems UK standard procedures for the equipment ordered is not chargeable providing we receive notification at least 2 weeks in advance of our scheduled completion date. Any special inspection or testing will be chargeable based upon the tests required and details would be required in advance of our scheduled completion date.

 

13.       PAYMENT TERMS –

                (a) Project Orders: 50% on order Balance on Shipping.

                (b) Other Orders: 30 Days or Month End.

 

14.       GENERAL - This quotation is based upon our interpretation of your requirements; receipt of an official order will be accepted as confirmation that this is correct. If, at order placement, and following a complete engineering analysis, it is found that more or less equipment than detailed is required, the details of this quotation may be subject to alteration based upon the information then received.

 

15.       ORDER CONFIRMATION -  The ORDER shall be valid to all intents and purposes only when the Buyer has returned the signed / approved ORDER CONFIRMATION issued by Energy Automation Systems UK Ltd.

 

16.       ERRORS AND DEFECTS: In case of manufacture defects or errors notified to the company within 8 days from the date of delivery, the company will substitute the faulty part or the complete item with the least possible delay. The company shall not be obliged to indemnify the Buyer for any direct or indirect damages. Delays in payment by the Buyer will cause all guarantees to expire.