TERMS AND CONDITIONS OF SALE

The ‘Seller’ is Integral Memory plc. The ‘Buyer’ is any person or company who buys or has agreed to buy Goods from the Seller. . ‘Goods’ means goods provided by the Seller in accordance with the Seller’s standard Terms & Conditions of Sale. These Terms & Conditions of Sale supersede any previous Terms & Conditions of Sale of the Seller. Any variation of these Terms & Conditions must be confirmed in writing by the Seller and will not otherwise be valid. Any waiver by the Seller of these Terms & Conditions of Sale on any occasion shall merely act as a waiver on that occasion and shall not affect the Seller’s right to enforce any of these Terms & Conditions on any further occasion. No Terms & Conditions stipulated by the Buyer shall have effect unless otherwise agreed in writing from the Seller.

Unless otherwise stated any prices quoted by the Seller are: (i) exclusive of value added tax and any other taxes and duties. (ii) exclusive of carriage, packaging and insurance. (iii) exclusive of any release certificates. The Seller shall charge extra in respect of these items. Prices to the Buyer are subject to change without notice after the date of Seller’s acceptance of Buyer’s order where Seller has incurred increased costs due to currency exchange rate change, import duty change, increased freight charges, increased prices from supplier or surcharges. Where agreed call-offs are not adhered to by the Buyer, the Seller reserves the right to amend the price structure in accordance with the quantities delivered. In any event the Seller retains the right to invoice at the price ruling at the time of delivery. The Seller reserves the right to amend prices to correct errors or omissions.

All dispatch dates are estimated and are not guaranteed and do not form a term of this contract. Whilst every endeavour will be made to comply with these dates, the Seller shall have no liability whatsoever for delay in dispatch or delivery or for any loss occasioned thereby. Late delivery does not entitle Buyer to cancel order. Any discrepancies including under/over shipments in delivery must be notified in writing to the Seller within three days. Time is of the essence.

Payments are due on demand but in any case must be paid no later than thirty days from relevant invoice. Cash on delivery payments must be paid on delivery or within one day. Where payment is not made in accordance with the terms above hereof, the Buyer shall pay interest on any unpaid amounts calculated at 5% above Barclays Bank Plc’s base rate for the time being in force calculated on a daily basis. The Seller reserves the right to suspend deliveries where payment is not received in accordance with these Terms & Conditions of Sale. The Seller reserves the right at the Seller’s complete discretion to refuse to establish a credit account for any Buyer, to refuse credit to any Buyer notwithstanding that a credit account may already have been established, and to withdraw credit account facilities without prejudice to the Seller’s other rights. A minimum charge of ten pounds will be levied on all returned cheques.

The risk in the Goods shall pass to the Buyer when the Goods are dispatched from the Seller’s premises and no responsibility will be accepted by the Seller for damage or loss in transit. Damage should be notified in writing to the carrier and the Seller within three days of receipt, and the Goods held for inspection to enable a claim to be made on the carrier. If the Goods are not received within four days of dispatch, the carrier and the Seller must be notified immediately.

The risk in the goods shall pass from the Seller to the Buyer upon delivery of such goods to the Buyer. However, notwithstanding delivery and the passing of risk in the goods, title and property in the goods, including full legal and beneficial ownership, shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full for all goods delivered to the Buyer under this and all other contracts between the Seller and the Buyer for which payment of the full price of the goods thereunder has not been paid. Payment of the full price of the goods shall include the amount of any interest or other sum payable under the terms of this and all other contracts between the seller and the buyer under which the goods were delivered.

Requests to cancel or reschedule orders must be made in writing to the Seller. The Seller is under no obligation to accept such cancellations or reschedules. Without prejudice, the Seller reserves the right to make a charge on the Buyer to recover costs and loss of profit incurred by the Seller due to such a cancellation or reschedule.

Unless otherwise stated, if any Goods are or become faulty or defective by reason only of use of defective materials or workmanship within a period of thirty days from date of delivery. The Seller will at the Seller’s option either refund the price of such Goods or replace or repair such Goods provided that the Buyer shall have notified the Seller in writing of the fault or defect in the Goods, and shall have returned the faulty or defective Goods to the Seller for inspection in accordance with the returns procedure in section (9) herein. Goods supplied to the Buyer by the Seller must not to be used in any medical or life critical applications by the Buyer or any other third party, without confirmation in writing by the Seller. All other warranties, conditions and statements expressed or implied, statutory or otherwise are excluded. Subject to the aforesaid the Seller shall be under no liability in contract or in tort for any loss, damage, death or injury arising directly or indirectly out of the supply, use or misuse of the Goods, to the Buyer or any other third party.

If any Goods are or become defective in accordance with section (8) herein, the Buyer must obtain a RMA (Return Merchandise Authority) number from the Seller. The RMA number will be valid for a period of seven days from the date of issue by the Seller. The Seller reserves the right to refuse delivery of Goods after this period . The Buyer may have to bear any losses due to price erosion or obsolescence if Goods are returned after the seven days. Any Goods returned must have the RMA number marked clearly on the package. The Seller reserves the right to refuse delivery of any Goods returned without a RMA number. All Goods are returned at the Buyers own risk.

Every effort will be made by the Seller to ensure accuracy of any technical data or literature made available in relation to the Goods. The Seller accepts no liability for any damage or injury arising from any errors or omissions in such technical data to the Buyer or any third party. No contract can be invalidated due to printing or clerical errors. Any descriptions of Goods are for guidance only and shall not constitute the contract ‘sale by description’.

11. USE OF THE CUSTOMER PORTAL

The Seller shall be relieved of all liability for obligations incurred to the Buyer and any other third party. Whenever, and to which the fulfilment of such obligation is prevented, frustrated or impeded in consequence of any statute, rules, regulations, orders or requisitions issued by any national or foreign government department, council or other duly constituted authority or by reason of any strikes, breakdown of plant, accident, civil commotion, war, force majeure or any other cause beyond the control of the Seller. Including but not limited to causes arising from acts or omissions of the Buyer.

This contract shall be governed by English Law in the Courts of England.