Terms And Conditions

1. Payment
2. Delivery
3. Terms & Conditions
3.1 Offers and acceptance
3.2 Orders
3.3 Price and VAT
3.4 Inspection, transit delays and non delivery
3.5 Payment
3.6 Ownership
3.7 General descriptive matter
3.8 Product performance
3.9 Country of origin
3.10 Warranty
3.11 Returns
3.12 Intellectual Property
3.13 Limitation of use
3.14 Limitation of liability
3.15 Force majeure
3.16 Law
3.17 Consumer protection

1. Payment:

Payment is made via BACS Bank transfer.

2. Delivery:

Your order will be carefully packed and dispatched in a timely manner. Lead-time will vary and depend on specification, this should be agreed at the time of sale with your account manager.
Unless indicated otherwise, all deliveries are made by tracked service.

3. Terms & conditions:

All orders are accepted by Embedded Micro Technology Ltd, (“EMT") on these conditions of sale which supersede any other terms previously published, unless otherwise specifically agreed in writing on EMT headed documentation by a Director of EMT, these conditions of sale override and exclude any other terms stipulated or incorporated or referred to by the Customer, whether in the purchase order or during any negotiations or any course of dealing established between EMT and the Customer, and constitute the entire understanding between EMT and the Customer for the sale of products or services.

3.1 Offers and Acceptance:

No obligation shall arise as a result of a quotation or any other offer, until EMT accepts the order from a Customer in writing.

3.2 Orders:

Where possible orders should be made using an EMT order form together with a Purchase Order number.

EMT reserve the right to deliver part orders or hold orders, until all items are available as required.

No order may be cancelled without the previous written consent of EMT on its headed documentation.

3.3 Prices and VAT:

Unless otherwise agreed by separate contract, EMT reserves the right to alter prices at any time without prior notice. In general, prices are reviewed every 6 months except in the case of products subject to high price volatility over a shorter period e.g. certain computer products. All prices are in £ Sterling and subject to Value Added Tax ("VAT") at the relevant rate ruling on the date of dispatch. Overseas customers are responsible for any local duty or tax charges.

3.4 Inspection, Transit Delays and Non-Delivery:

EMT will use reasonable endeavors to meet delivery estimates but cannot accept any liability whatsoever for failure to do so however arising. Failure to meet a delivery date where deliveries are by installment shall not prejudice EMT’s right to make further deliveries by installment under that contract. The Customer must inspect the products as soon as reasonably practicable after direct delivery or purchase from a store and shall within 7 working days of such delivery give notice to EMT in detail of any defect in the products or of any other complaint which the Customer may wish to make about EMT’s service.

No claim in respect of non-delivery of products will be considered unless written notification is given to EMT within 14 days of invoice.

3.5 Payment:

Cash with order
Unless otherwise agreed in writing, all orders are subject to a 50% payment up front (proforma). This payment should be made no later than 7 days from Signature of Order Form / Purchase Order, via BACS / CHAPS to the Bank account provided on the commercial documents.

Credit Terms
Credit Terms are available on up to 50% of the transaction by negotiation, subject to status. Payment is due 30 days from the invoice date without any deductions whatsoever.
If the Credit Customer fails to make any payment on the due date, then, without prejudice to any other right or remedy available to EMT, it shall be entitled to;
- Cancel the order and suspend further deliveries
- Appropriate any payment made by the Customer to such of the products (or products supplied under any other order) as EMT may think fit
- Charge an administration fee for any legal or other actions required to recover monies due
- Charge interest on the unpaid amount from the due date at a rate of 4% per month.

3.6 Ownership:

The products shall be at the Customer’s risk as from delivery.
In spite of delivery having been made property in the products shall not pass from EMT until:
The Customer shall have paid the price plus VAT in full; and
No other sums whatever shall be due from the Customer to EMT.

Until Property in the products passes to the Customer in accordance with clause [2] the Customer shall hold the products and each of them on a fiduciary basis as bailee for EMT.

The customer shall store the products (at no cost to EMT) separately from all other products in it’s possession and marked in such a way that they are clearly identified as EMT’s property.

Notwithstanding that the products (or any of them) remain the property of EMT the Customer may sell or use the products in the ordinary course of the customer’s business at full market value for the account of EMT. Any such sale or dealing shall be a sale or use of EMT’s property by the Customer on the Customer’s own behalf and the Customer shall deal as principle when making such sales or dealings. Until property of the products passes from EMT the entire proceeds of sale or otherwise of the products shall be held in trust for EMT and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as EMT’s money.
EMT shall be entitled to recover the price (plus VAT) notwithstanding that property in any of the products has not passed from EMT.

Until such time as the property in the products passes from EMT the Customer shall upon request deliver up such of the products as have not ceased to be in existence or resold to EMT. If the Customer fails to do so EMT may enter upon any premises owned occupied or controlled by the Customer where the products are situated and repossess the products. On the making of such request the rights of the Customer under clause [4] shall cease.
The Customer shall not pledge or in any way charge by way of security for any indebtedness any of the Products that are the property of EMT. Without prejudice to the other rights of EMT, if the Customer does so all sums whatever owing by the Customer shall forthwith become due and payable.

The Customer shall insure and keep insured the Products to the full price against ‘all risks’ to the reasonable satisfaction of EMT until the date that property in the Products passes from EMT and shall whenever requested by EMT produce a copy of the policy of insurance. Without prejudice to the other rights of EMT, if the Customer fails to do so all sums whatever owing by the Customer to EMT shall forthwith become due and payable.

The Customer shall promptly deliver the prescribed particulars of this contract to the Registrar in accordance with the Companies Act 1985 Part XII as amended. Without prejudice to the other rights of EMT, if the Customer fails to do so all sums whatever owing by the Customer to EMT shall forthwith become due and payable.

3.7 General Descriptive Matter:

Whilst every endeavor is made to ensure accuracy, all specifications, illustrations or other details contained in the catalogue or any price list or advertising material or otherwise communicated to the Customer (unless as part of an agreed specification by mutual signoff) are intended merely to present a general idea of the product and nothing contained in any of them shall form part of the contract between EMT and the Customer.

If the description of any products not of EMT’s manufacture contained in any correspondence, advertising material, invoice or the current catalogue varies from that of the manufacturer’s description, the manufacturer’s description will be deemed to be the correct description and shall take precedence over EMT’s description. The manufacturer’s description is available from EMT on request.

3.8 Product Performance:

Unless any product performance figures, tolerances or characteristics have been specifically and expressly warranted by EMT in writing on EMT headed documentation, EMT shall be under no liability whatsoever for any failure to attain such figures whether attributable to EMT’s negligence or otherwise. The responsibility for ensuring that products are sufficient and suitable for the Customer’s requirements is the Customer’s sole responsibility save insofar as EMT have specifically advised the Customer in writing on EMT headed documentation that the products are sufficient and suitable for the Customer’s purposes having been fully and accurately advised by the Customer of his requirements.

3.9 Country of Origin:

Products listed in the current catalogue and offered for sale by EMT may originate from a Non-EC source. Unless otherwise confirmed by EMT in writing, nothing published by EMT is to be taken as representation of the source of origin, manufacture or production of the products or any part thereof.

3.10 Warranty:

EMT warrants that it will, at its option, replace products supplied by EMT in which under proper use and not including excessive wear and tear defects appear, or repair the same, or refund or credit the purchase price thereof, subject to the claim being made in writing to EMT within 12 months after dispatch or collection, or such other period as may be indicated by EMT for specific products from time to time, providing that products or parts to which the claim relates are returned to EMT within that period suitably packaged and carriage paid with all associated parts, accessories and literature and, where relevant, in accordance with any particular instructions which EMT may have notified to the Customer at the date of sale.

Returned products together with all associated parts and literature must be accompanied by a proof of purchase such as an invoice in respect of the products and details of the nature of any claimed defect together with such further information as EMT may at the time of sale have stipulated. Any replaced products shall become the property of EMT.

Subject as expressly provided in these terms and conditions, and except where the products are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

3.11 Returns:

EMT will only accept the return of products after giving prior written authority from EMT. A small handling charge may be made for incorrectly ordered parts which are subsequently returned. Return postage cost is the Customers’ responsibility.

3.12 Intellectual Property:

For purposes of this Agreement, the term Intellectual property shall mean patented and unpatented inventions, designs, copyrighted works, custom software or hardware, trade secrets, know-how and proprietary information of Embedded Micro Technology. It is understood and agreed that Embedded Micro Technology including without limitation its affiliates, alone shall own all right, title and interest of all intellectual property

3.13 Limitations of Use:

Except where the client, consulting party or end user of the product or products sold by EMT indemnify EMT fully against any and all claims which may result from use, the use of EMT products are not recommended or authorized for use in life support, surgical implantation, nuclear or aircraft applications or for any use or application in which the failure of a single component could cause substantial harm to persons or property.

3.14 Limitation of Liability:

The Customer will be responsible for ensuring the fitness for purpose of the products for the Customer’s application unless the purpose is previously notified to EMT in writing and EMT have acknowledged the suitability of the products for the stated purpose on EMT headed documents.

EMT accepts no liability whatsoever or howsoever arising in respect of loss, damage, expense or personal injury arising from errors in information or advice provided whether or not due to EMT’s negligence or that of its employees, agents or sub-contractors.

EMT shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of contract with the Customer, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of EMT, its employees or agents or otherwise) which arise out of or in connection with the supply of the products or their use or resale by the Customer.

The entire liability of EMT under or in connection with the contract with the Customer shall not exceed the price of the products except as expressly provided in these terms and conditions.

3.15 Force Majeure:

EMT shall not be liable to the Customer or be deemed to be in breach of contract by reason of any delay in performing, or any failure to perform, any of EMT’s obligations in relation to the products, if the delay or failure was due to any cause beyond EMT’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond EMT’s reasonable control:

- Act of God, explosion, flood, tempest, fire or accident;
- war or threat of war, sabotage, insurrection, civil disturbance or requisition;
- acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
- import or export regulations or embargoes;
- strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of EMT or of a third party);
- difficulties in obtaining raw materials, labour, fuel, parts or machinery;
- power failure or breakdown in machinery.

3.16 Law:

Any sales transacted by EMT Ltd, is to be governed solely by English Law and the parties agree to submit to the exclusive jurisdiction of the English courts.

3.17 Consumer Protection:

Nothing contained herein shall affect a Customer’s statutory rights if he/she ‘deals as a consumer’ as defined in Section 12 of the Unfair Contract Terms Act 1977.

Dated : 17th October 2016

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