5.7 Where a quantity of Goods are sold to the Client the Company shall have the right to make delivery by instalments of such quantities and at such intervals as it may reasonably think fit where there is no express provision as to instalments in the contract.

5.8 Where the Goods are for delivery by instalments any defects in any instalment shall not be grounds for cancellation of the remainder of the instalments and the Client shall be bound to accept delivery thereof.

5.9 Where there is a delay in the delivery of the Goods due to difficulty in obtaining supplies (including supplies on acceptable terms) the Company shall have the right to propose a variation of the contract by substituting another product of a similar specification to the Goods. The Client may within 14 days of notification of such proposal decline to accept the substituted product in which event the contract between the Company and the Client will absolutely determine with no financial consequences with regard to the Goods the subject of the proposed variation.

5.10 Where Goods are released to the Client on loan for evaluation purposes the Client shall:

5.10.1 take all reasonable and proper care of the Goods.

5.10.2 return the Goods prior to the expiry of the evaluation period or upon demand by the Company (whichever shall be the sooner) in a properly packed and secured manner utilising the same packing materials and procedures as apply to the original delivery.

5.10.3 pay the full invoice price immediately upon the expiry of the evaluation period in respect of any Goods subject to evaluation which have not been received back by the Company within the evaluation period.

5.11 The Company reserves the right to impose a re-stocking fee where the Company waives its entitlement to refuse to accept a return of Goods or where the Company waives its entitlement to refuse to cancel a Client's order, for example, where the Goods have been expressly brought in for the Client.

6. INSTALLATION

6.1 If installation by the Company is included in the purchase price acceptance shall occur at the installation site when the Company demonstrates that the applicable diagnostic or verification programmes work properly or the Goods are otherwise demonstrated to be in normal operating condition. If installation is scheduled or delayed by the Client for more than 21 days after delivery the Client shall be deemed to have accepted the Goods on the twenty-first day from the date of delivery. For the avoidance of doubt acceptance shall not be delayed by the carrying out of the Client’s test procedures (if any) unless otherwise expressly agreed in writing.

6.2 If installation by the Company is not included in the purchase price acceptance by the Client shall be deemed to have taken place on the fourteenth day from the date of collection or delivery as the case may be unless the Client demonstrates to the Company within that period that the Goods do not perform the Company’s established text procedures or programmes.

7. PASSING OF TITLE AND RISK

7.1 The Goods shall remain the property of the Company until all payments due under the contract for the Goods have been made in full and unconditionally and the Client shall keep the Goods separate and identifiable from all other Goods in its possession as bailee for the Company.

7.2 In the event of failure to pay the price in accordance with the contractual obligations the Company shall have power to resell the Goods after reasonable notice such power being additional to (and not in substitution for) any other power of sale arising by operation of law or implication or otherwise.

7.3 Subject to condition 5.6 risk shall pass on delivery.

8. CONDITIONS AND WARRANTIES

8.1 Every description or specification of the Goods is given in good faith based on information received from the manufacturer of the Goods but any conditions or warranties expressed or implied that the Goods shall correspond with such description or specification are hereby expressly negated and the use of any such description or specification shall not constitute a sale by description.

8.2 Any conditions or warranties (whether express or implied by statute common law or arising from conduct or previous course of dealing or trade custom or usage) as to the quality or fitness of the Goods for any particular purpose even if that purpose is made known expressly or by implication to the Company are hereby expressly negated.

8.3 In the case of Goods not of the Company’s manufacture, the Company will pass onto the Client any benefits obtainable under any warranty given by the Company’s supplier, provided that the Goods have been accepted and paid for.

9. SOFTWARE

9.1 The Client hereby acknowledges that all proprietary rights of whatever description in the software supplied and forming part of the Goods shall at all times and for all purposes be and remain vested in the software owner whose identity the Company will reveal to the Client on demand.

9.2 The Client acknowledges that it is its sole responsibility to comply with all terms and conditions of licence relating to such software and the Client will indemnify the Company against any loss of any description arising from the Client’s use of such software.

9.3 The Company will pass to the Client the benefit of the Company’s rights as Client of the software to the extent possible.

10. DEFAULT OR INSOLVENCY OF CLIENT

10. If the Client shall fail to accept the Goods or any instalments or part instalment thereof or shall fail to pay any sum due to the Company at the proper time or make default in or commit any breach of any other obligation or if any distress or execution shall be levied on the Client’s property or assets, or if the Client shall make or offer to make any arrangement or composition with his creditors or commit any act of bankruptcy or if any bankruptcy petition be presented against him or (if the Client is a company) if any resolution or petition to wind up such a company shall be passed or presented or if a receiver or administrator of the whole or any part of such company’s undertaking property or assets shall be appointed the Company in its discretion and without prejudice to any other right or claim may by notice in writing determine wholly or in part any and every contract between the Company and the Client or may (without prejudice to the Company’s rights subsequently to determine the contract for the same cause should it so decide) by notice in writing suspend further deliveries of Goods until all defaults by the Client be remedied.

11. LIMITATION OF LIABILITY

11. The liability of the Company to the Client for any loss or damage of whatsoever nature and howsoever caused shall be limited to and in no circumstances shall exceed the price of the Goods. The Company shall not be liable for any consequential loss.

12. REPRESENTATIONS

12. No statement description information warranty condition or recommendation contained in any catalogue price list advertisement or communication made verbally by any of the agents or employees of the Company shall be construed to enlarge vary or override in any way any of these conditions.

13. ENTIRE AGREEMENT

13. These Terms reflect the entire understanding of the parties as to the matters referred to herein and take precedence over any terms and conditions or agreements or any other contract issued by the Client to the Company. Variation of these Terms shall only be binding on the Company if in writing under the hand of a director or other duly authorised senior employee of the Company.

14. ALTERNATIVE DISPUTE RESOLUTION

14. If a dispute arises between the Company and the Client the parties hereto agree first to use their respective best endeavours in good faith to settle the dispute by mediation before having recourse to arbitration litigation or some other dispute resolution procedure. A party claiming that a dispute has arisen must give written notice to the other party specifying the nature of the dispute. On receipt of such notice the parties must within seven (7) days of receipt convene a meeting between their respective Chief Executive Officers (or nominated deputy) and the other relevant members of management to attempt to resolve the dispute. If the dispute is not resolved within seven (7) days or within such further period as the parties agree, then the dispute is to be referred to a mediation provider appointed by the parties and in default of agreement by the President for the time being of the Law Society.

15. FORCE MAJEURE

15. The Company shall be entitled to delay or cancel delivery or to reduce the amount delivered if it is prevented from or hindered in or delayed in manufacturing obtaining or delivery the Goods by normal route or means of delivery through any circumstances beyond its control including but not limited to strikes, lock-outs, accidents, war, fire, reduction in or unavailability of power at manufacturing plant, breakdown of plant or machinery, or shortage or unavailability of raw materials from normal sources of supply.

16. OBVIOUS ERRORS

16. In the event that the contract (including any tender document) for the sale of the Goods contains any obvious error the contract shall be varied to reflect the true intention of the parties.

17. WAIVER

17. No neglect forbearance indulgence of or giving of extra time by the Company in obtaining payment or enforcing the Terms strictly or at all shall in any way affect the liability of the Client.

18. SEVERABILITY

18. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, then both parties shall be relieved of all rights and obligations arising under such provision but only to the extent that such provision is invalid, illegal or unenforceable and such provision shall be modified to the extent necessary to make it valid, legal and enforceable whilst preserving the intent of the parties. All other provisions of this Agreement shall be regarded as fully valid and enforceable unless otherwise proved.

19. JURISDICTION

19. The purchase of the Goods by the Client and all matters rights and liabilities relating thereto shall in all respects be governed by the laws of and subject to the exclusive jurisdiction of the Courts of England and Wales.