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Applications of Conditions

The terms set out herein shall apply to any contract made between the company (Inovus Ltd®) and the customer (any party contracting with Inovus Ltd®). These terms to the exclusion of all other terms and conditions constitute the entire contract between Inovus Ltd® and the customer. No person other than a director of Inovus Ltd® shall have the authority on behalf of Inovus Ltd® to vary waive or add to these terms or to make any agreement or give any consent referred to therein and no such variation waiver addition or agreement or consent shall be binding upon Inovus Ltd® unless it is in writing and signed by a director.

Orders and Quotation of Prices

(i) No quotation made by Inovus Ltd® shall constitute an offer to contract with the customer. Any order placed by the customer in response to such a quotation shall constitute an offer made to Inovus Ltd® on the terms set out herein and shall be binding on Inovus Ltd® only if it is accepted by Inovus Ltd® in writing.

(ii) In any event without prejudice to the preceding sub-clause the supply of the goods (any item sold by Inovus Ltd® to the customer) shall only be upon the terms set out herein (subject to any variation waiver addition or agreement made in accordance with clause 1) and acceptance of delivery of the goods shall be confirmation of the agreement of the customer thereto in default of any prior agreement.

Price

(i) Inovus Ltd®’s prices are quoted in Pounds Sterling unless otherwise indicated on the quotation and are exclusive of all government duties and taxes relating to the supply for which the customer will remain liable at the relevant rate.

(ii) Until an order is binding on Inovus Ltd® in the terms set out in clause 2 all prices are subject to variation without notice.

(iii) Requests by the customer to modify or vary specifications must be agreed in writing by Inovus Ltd® and made subject to the customer paying any resulting additional costs or price increases.

(iv) Inovus Ltd® reserves the right to modify quoted prices whether before or after the order is binding on Inovus Ltd® if prices of components imported from outside the UK are affected by changes in exchange rates or government duties or taxes to take account of any other variation in costs including without limitation variation in the cost to Inovus Ltd® of supplies, materials, labour, operation or transport provided that in the event of any such changes in price after the purchase order has been placed by the customer, the customer shall be entitled to cancel the order within 7 days of being notified of the change and each party shall thereupon be discharged from any further liability in relation to the order.

Payment

(i) Each shipment shall be invoiced to the customer together with the cost of carriage where appropriate on the acceptance of an order and except as otherwise agreed the goods shall not be delivered before payment is made.

(ii) Inovus Ltd® reserves the right to charge interest at HSBC base rate from time to time plus 3% on all overdue accounts.

Title

(i) Notwithstanding delivery of the goods or of any document representing the goods the property in each item of the goods shall remain with Inovus Ltd® until full payment has been received by Inovus Ltd® for all goods whatsoever supplied by Inovus Ltd® to the customer under this or any other contract.

(ii) Until such receipt by Inovus Ltd® the customer shall:

(a) (unless otherwise agreed by Inovus Ltd® in writing) ensure that the goods are properly stored separately or marked so that they may be readily identified as the property of Inovus Ltd®;

(b) keep the goods in its possession and control intact and in a good state of repair and condition;

(c) keep the goods insured to their full value against all risks,

(d) not remove the goods from the UK except as envisaged by this order or otherwise with Inovus Ltd® prior consent;

(e) keep the goods free from any charge, pledge lien or other encumbrance and from any distress, execution or other legal process; and

(f) upon request inform Inovus Ltd® of the whereabouts of the goods and ascertain that Inovus Ltd® shall have access thereto at all times on reasonable notice;

(g) not sell, assign or let the goods or any interest therein.

(iii) In the event that payment for goods is overdue in whole or in part or the customer becomes bankrupt or has a receiver, liquidator or administrator appointed in respect of it’s business or is otherwise shown to be insolvent, Inovus Ltd® may (without prejudice to its other rights) recover or resell the goods or any of them and may enter upon the customer’s premises for that purpose.

Import and Export Licences

(i) The customer is responsible for obtaining all import licenses and indemnifies Inovus® Ltd for losses incurred in respect of goods shipped without valid import licences.

(ii) Delivery is subject to the granting of all necessary export licences and Inovus Ltd® accepts no liability arising from any delay in obtaining such licences.

Delivery

(i) Delivery shall be from Wolverhampton House, 121-123 Church Street, St Helens, UK, WA10 1AJ. Upon request, delivery can be arranged by Inovus Ltd® on behalf of the customer and under these circumstances Inovus Ltd® reserves the right to reclaim all costs relating to the delivery of products from the customer and will use reasonable endeavours to minimise these costs.

(ii) In cases where Inovus Ltd® arranges carriage of the goods from Inovus Ltd®’s works it does so as agent for the customer and the customer will indemnify Inovus Ltd® against all costs and liabilities relating thereto.

(iii) Delivery of the products will be arranged by Inovus Ltd® on or as close as possible to the customer’s requested delivery date subject to Inovus Ltd®’s existing priorities and schedules. The customer will be advised of Inovus Ltd®’s estimated time or date for delivery which is an estimate only and may be cancelled or revised at Inovus Ltd®’s option. The products comprised in any order may be delivered and invoiced in instalments, at Inovus Ltd®s’ discretion.

(iv) Delivery will only be delayed at the customer’s requested if agreed in writing by Inovus Ltd®. Any costs incurred by Inovus Ltd® as a result of such delay shall be paid by the customer.

(v) If the customer fails to take delivery of the goods or fails to give Inovus© Ltd adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the customer’s reasonable control or by reason of Inovus Ltd®s fault) then, without prejudice to any other right or remedy available to Inovus Ltd®, Inovus Ltd® may:

(a) Store the goods until actual delivery and charge the customer for the reasonable costs (including insurance) of storage or

(b) Sell the goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the customer for the excess over the price under the contract or charge the customer for any shortfall below the price under the contract and in addition the customer shall indemnify Inovus Ltd® against all costs claims expenses (including without limitation demurrage) or damages howsoever arising as a result of the customer’s failure to take or delay in taking delivery.

Inspection on arrival

The customer shall inspect the goods on delivery at its destination and Inovus Ltd® shall not be liable for any damage to or defect in the goods or for any shortage on arrival at its destination for which it would otherwise be liable hereunder unless the customer shall have notified Inovus© Ltd and the carrier within 7 days of arrival and shall have given Inovus Ltd® reasonable opportunity to inspect the goods concerned.

Liability

(i) Inovus Ltd® shall be responsible for any personal injury or death to the extent that it is shown to be caused by any negligence on the part of Inovus Ltd® and not directly or indirectly by any misuse negligence willful act or default by the customer but in no circumstances will Inovus Ltd® be responsible for any loss of business or profit, arising for any reason including negligence on the part of Inovus Ltd®.

ii) The customer will keep Inovus Ltd® and its employees agents and other subcontractors indemnified against any claim made by third parties relating to the goods except any claim for which Inovus© Ltd accepts responsibility under the preceding sub-clause.

(iii) Whereupon an inspection of the goods under clause 8 Inovus Ltd® is satisfied that any damage to or defect in the goods or shortage arose prior to the risk therein passing to the customer Inovus Ltd® shall immediately at its own expense replace the goods or make good any shortage as appropriate.

(iv) Except as provided in sub-clause 9(i) and 9(iii) Inovus Ltd® excludes all other terms conditions and warranties whether express or implied and whether arising by statute or otherwise relating to the capacity quality description state or condition of the goods or to their merchantability or fitness for the particular or any purpose for which they are or may be required and the customer shall be taken to have satisfied itself as to the fitness of the goods for that purpose.

Design rights

Inovus Ltd® retains full ownership of all inventions, designs, copyrights and processes relevant to the goods created by or for Inovus Ltd®. Any drawings, specifications or manuals issued by or on behalf of Inovus Ltd® are copyright and confidential and the customer may not reproduce the same or divulge the same to any third party without Inovus Ltd®’s prior written consent. All rights subsisting in such drawings, specifications and manuals are reserved.

Patents

If any of the goods have been designed, manufactured or processed either wholly or in part to the customer’s specification the customer shall indemnify Inovus Ltd® against all claims arising from infringement of patents, designs and copyright with respect thereto.

Force Majeure

If Inovus Ltd®’s ability to perform its obligations hereunder is limited, delayed or prevented in whole or in part by any reason whatsoever not reasonably within its control, including without limitation fire storm, natural disaster or act of God, war or invasion of a foreign enemy, hostilities (whether war be declared or not), civil war, rebellion civil strife, strikes and/or industrial disputes or any law, rule, regulation order or other actions by any public authority, transportation delays or the refusal or delay in granting any necessary export license, Inovus Ltd® shall be excused, discharged and released without penalty from performance of the contract to the extent that such performance is limited, delayed or prevented. In the event that the goods or any part thereof have been delivered the customer shall pay to Inovus Ltd® the proportion of the contract price appropriate to what has been delivered. In the event that nothing has been delivered and the contract becomes impossible to perform for reasons not reasonably within Inovus Ltd®’s control, Inovus Ltd®’s liability shall be limited to repayment to the customer of any relevant sums paid by him to Inovus Ltd®.

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