The Buyer's attention is in particular drawn to the provisions of condition 10.4.

1.                   Interpretation

1.1                 The definitions and rules of interpretation in this condition apply in these conditions.

Buyer: the person, firm or company who purchases the Goods from Gateway.

Contract: any contract between Gateway and the Buyer for the sale and purchase of the Goods, incorporating these conditions.

Delivery Point: the place where delivery of the Goods is to take place under condition 4.

Gateway: Gateway Automation Limited (Company no. 5283645) whose registered office is situated at Unit 14, Wainer Close, Lincoln, LN6 3RY

Goods:  any goods agreed in the Contract to be supplied to the Buyer by Gateway (including any part or parts of them).

1.2                 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.3                 Words in the singular include the plural and in the plural include the singular.

1.4                 A reference to one gender includes a reference to the other gender.

1.5                 Condition headings do not affect the interpretation of these conditions.

2.                   Application of terms

2.1                 Subject to any variation under condition 2.3 the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).

2.2                 No terms or conditions endorsed on, delivered with or contained in the Buyer´s purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.

2.3                 These conditions apply to all Gateway´s sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by an officer of Gateway. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Gateway which is not set out in the contract. Nothing in this condition shall exclude or limit Gateway's liability for fraudulent misrepresentation.

2.4                 Each order or acceptance of a quotation for Goods by the Buyer from Gateway shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions.

2.5                 No order placed by the Buyer shall be deemed to be accepted by Gateway until a written acknowledgement of order is issued by Gateway or (if earlier) Gateway delivers the Goods to the Buyer.

2.6                 The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate.

2.7                 Any quotation is given on the basis that no Contract shall come into existence until Gateway despatches an acknowledgement of order to the Buyer. Any quotation is valid for a period of 30 days only from its date, provided that Gateway has not previously withdrawn it.

3.                   Description

3.1                 The quantity and description of the Goods shall be as set out in Gateway's quotation or acknowledgement of order.

3.2                 All samples, drawings, descriptive matter, specifications and advertising issued by Gateway and any descriptions or illustrations contained in Gateway's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract and this is not a sale by sample.

4.                   Delivery

4.1                 Unless otherwise agreed in writing by Gateway, delivery and installation of the Goods shall take place at the location specified in Gateway's quotation or acknowledgement of order.

4.2                 Any dates specified by Gateway for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.

4.3                 Subject to the other provisions of these conditions Gateway shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by Gateway´s negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 90 days.

4.4                 If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or Gateway is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations:

(a)            risk in the Goods shall pass to the Buyer (including for loss or damage caused by Gateway's negligence);

(b)            the Goods shall be deemed to have been delivered; and

(c)            Gateway may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).

4.5                 Each individual contract shall be assigned a separate contract number by Gateway be a separate Contract and no cancellation or termination of any one Contract relating to an individual contract shall entitle the Buyer to repudiate or cancel any other Contract.

5.                   Non-delivery

5.1                 Any liability of Gateway for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.

6.                   Risk/title

6.1                 The Goods are at the risk of the Buyer from the time of delivery.

6.2                 Ownership of the Goods shall not pass to the Buyer until Gateway has received in full (in cash or cleared funds) all sums due to it in respect of:

(a)            the Goods; and

(b)            all other sums which are or which become due to Gateway from the Buyer on any account.

6.3                 Until ownership of the Goods has passed to the Buyer, the Buyer shall:

(a)            hold the Goods on a fiduciary basis as Gateway's bailee;

(b)            store the Goods (at no cost to Gateway) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as Gateway's property;

(c)            not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and

(d)            maintain the Goods in satisfactory condition and keep them insured on Gateway's behalf for their full price against all risks to the reasonable satisfaction of Gateway. On request the Buyer shall produce the policy of insurance to Gateway.

6.4                 The Buyer´s right to possession of the Goods shall terminate immediately if:

(a)            the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed over its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or

(b)            the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between Gateway and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or

(c)            the Buyer encumbers or in any way charges any of the Goods.

6.5                 Gateway shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from Gateway.

6.6                 The Buyer grants Gateway, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer´s right to possession has terminated, to recover them.

6.7                 On termination of the Contract, howsoever caused, Gateway´s (but not the Buyer´s) rights contained in this condition 6 shall remain in effect.

7.                   Price

7.1                 Unless otherwise agreed by Gateway in writing, the price for the Goods shall be the price set out in Gateway´s quotation or acknowledgement of order.

7.2                 The price for the Goods shall be exclusive of any value added tax and, unless otherwise agreed, all costs or charges in relation to packaging, loading, unloading, carriage and insurance, all of which amounts the Buyer shall pay in addition when it is due to pay for the Goods.

8.                   Payment

8.1                 Subject to condition 8.4, payment of the price for the Goods is due in pounds sterling according to the terms of Gateway's quotation or acknowledgement of order.

8.2                 All payments shall be due within thirty days of the date invoice.

8.3                 Time for payment shall be of the essence.

8.4                 No payment shall be deemed to have been received until Gateway has received cleared funds.

8.5                 All payments payable to Gateway under the Contract shall become due immediately on its termination despite any other provision.

8.6                 The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by Gateway to the Buyer.  Until such time as Gateway has been paid in full, Gateway shall not be obliged to repair or replace any Goods in accordance with condition 9.4 below.

8.7                 If the Buyer fails to pay Gateway any sum due pursuant to the Contract, the Buyer shall be liable to pay interest to Gateway on such sum from the due date for payment at the annual rate of 2% above the base lending rate from time to time of National Westminster Bank Plc accruing on a daily basis until payment is made, whether before or after any judgment. Gateway reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

9.                   Quality

9.1                 Where Gateway is not the manufacturer of the Goods, Gateway shall endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to Gateway.

9.2                 Gateway warrants that (subject to the other provisions of these conditions) upon delivery the Goods shall be free from defect in design or workmanship. This warranty applies for six months from the date of delivery.

9.3                 Gateway shall not be liable for a breach of the warranty in condition 9.2 unless:

(a)            the Buyer gives written notice of the defect to Gateway, within seven days of the time when the Buyer discovers or ought to have discovered the defect; and

(b)            Gateway is given a reasonable opportunity after receiving the notice of examining such Goods.

9.4                 Gateway shall not be liable for a breach of the warranty in condition 9.2 if:

(a)            the defect arises because the Buyer failed to follow Gateway´s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or

(b)            the Buyer alters or repairs such Goods without the written consent of Gateway.

9.5                 Subject to condition 9.3 and condition 9.4, if any of the Goods do not conform with the warranty in condition 9.2 Gateway shall at its option repair or replace such Goods (or the defective part).

9.6                 If Gateway complies with condition 9.5, it shall have no further liability for a breach of the warranty in condition 9.2 in respect of such Goods.

9.7                 Any Goods replaced shall belong to Gateway and any repaired or replacement Goods shall be guaranteed on these terms for the unexpired portion of the six month period.

10.                Limitation of liability

10.1              Subject to condition 4, condition 5 and condition 9, the following provisions set out the entire financial liability of Gateway (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:

(a)            any breach of these conditions;

(b)            any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and

(c)            any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

10.2              All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.

10.3              Nothing in these conditions excludes or limits the liability of Gateway: 

(a)            for death or personal injury caused by Gateway´s negligence; or

(b)            under section 2(3), Consumer Protection Act 1987; or

(c)            for any matter which it would be illegal for Gateway to exclude or attempt to exclude its liability; or

(d)            for fraud or fraudulent misrepresentation.

10.4              Subject to condition 10.2 and condition 10.3:

(a)            Gateway´s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to 10% of the Contract price set out in the Contract; and

(b)            Gateway shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

11.                Assignment

11.1              Gateway may assign or sub-contract the Contract or any part of it to any person, firm or company.

11.2              The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of Gateway.

12.                Force majeure

Gateway reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of Gateway including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 90 days, the Buyer shall be entitled to give notice in writing to Gateway to terminate the Contract.

13.                General

13.1              Each right or remedy of Gateway under the Contract is without prejudice to any other right or remedy of Gateway whether under the Contract or not.

13.2              If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

13.3              Failure or delay by Gateway in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.

13.4              Any waiver by Gateway of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.

13.5              The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

13.6              The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.

14.                Communications

14.1              All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax:

(a)            (in case of communications to Gateway) to its registered office or such changed address as shall be notified to the Buyer by Gateway; or

(b)            (in the case of the communications to the Buyer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Buyer set out in any document which forms part of the Contract or such other address as shall be notified to Gateway by the Buyer.

14.2              Communications shall be deemed to have been received:

(a)            if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or

(b)            if delivered by hand, on the day of delivery; or

(c)            if sent by fax on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.

14.3              Communications addressed to Gateway shall be marked for the attention of the Managing Director, Gateway Automation Limited, Unit 14, Wainer Close, Lincoln, LN6 3RY.