TERMS AND CONDITIONS OF SALE OF

TERMS AND CONDITIONS OF SALE OF

Evolution Circuits Ltd

The following terms and conditions (“the Conditions”) are the terms on which Evolution Circuits Ltd ("the Company") sells products and services, and supersedes all other terms and conditions relating to the subject matter of these Conditions

1. DEFINITION

1.1 "the Buyer" means the person, firm, company or entity placing an order on the company.

1.2 "the Goods" means the goods to be supplied by the company to the Buyer

2. PRICE AND PAYMENT

2.1. The price (exclusive of VAT) for the Goods (“the Price) shall be the quoted price of the Company and payment of the Price shall be made by the Buyer as shown on the invoice (“the Buyer”) within 30 days of the date of the invoice for the Goods unless extended payment terms have been agreed in writing prior to placing an order.

2.2. Where Goods are delivered by installments the Company shall be entitled to issue a separate invoice to the Buyer after each such delivery. If any payment for Goods is not made when due the Company shall be entitled (without prejudice to any other rights or remedies) to suspend all further deliveries until such payments have been made, to cancel any balance of the order, to require immediate payment for all deliveries of the Goods which have already been made under any contract with the Buyer.

2.3. If the outstanding sums is not paid by the due date interest shall accrue both before and after judgement on the unpaid portion of the Price at the rate of 5 per cent above the base rate from time to time of Barclays Bank PLC or £20.00 per month, whichever is the greater, from the due date for payment until the actual date of payment.

2.4. In the event of the Company instituting legal proceedings for the recovery from the Buyer of any outstanding sums due to the Company for Goods supplied the Company shall be entitled to recover all costs incurred.

3. QUOTATION & GOODS

The description and quantity of the Goods to be sold shall be as set out in the quotation provided by the Seller to the Buyer (“the Quotation”). All quotations are subject to acceptance within 28 days. The Company reserves the right to withdraw a quotation at any time before the buyer has accepted it.

4. ALTERATION TO CONDITIONS

No variation or alteration to these Conditions shall be valid unless agreed in writing by a duly authorized representative of the Company.

5. DELIVERY

5.1. The Company shall deliver the Goods to the Buyer at the address of the Buyer, or a requested address issued by the Buyer. Any period or date of despatch quoted is an estimate only and the Company shall not be liable for any loss or damage arising directly or indirectly from delay in despatch or in delivery.

5.2. Delivery of the Goods shall be deemed to have taken place upon delivery to the Buyer premises, or a requested address issued by the Buyer, or as the case may be to the Buyers carrier upon collection from the Company's premises.

5.3. All Goods delivered however will have carriage charge on all shipments and where the Buyer requests same day or timed delivery this holds an extra cost.

6. OVERS & SHORTAGES

The Company will use all reasonable endeavors to deliver the correct quantity of the Goods ordered but the Buyer shall not be entitled to reject any delivery which is less than or exceeds the quantity ordered by less than 10%.

7. STORAGE

The Buyer shall store all Goods supplied by the Company in accordance with any conditions recommended by the Company as appropriate.

8. ACCEPTANCE

The Buyer shall be deemed to have accepted the Goods if they have not been rejected 30 days after delivery. The Buyer shall be responsible for checking the suitability and conformance of goods provided within this 30 day period.

9. PARTICULARS

Any indication given by the Company as to the performance of any goods supplied by them is based upon the Company's experience and is not to be taken as being a condition or warranty that such performance can be achieved by the Buyer.

10. PATENTS

The Buyer shall indemnify the Company against all costs, claims and damage incurred or threatened arising out of any alleged infringement of patents, trade marks or copyrights occasioned by the manufacture or sale of goods made to the specification or special requirements of the Buyer.

11. CONSEQUENTIAL LOSS

The company shall not be liable to the Buyer for any indirect, unforeseeable, or consequential loss or damage whether caused by breach of contract, negligence of whatever kind arising out of the supply by them of any Goods or Services to the Buyer.

12. TITLE AND RISK

12.1. The Goods shall be at the risk of the Buyer following delivery

12.2. Notwithstanding delivery title in the Goods shall not pass to the Buyer until payment has been made in full and unconditionally.

12.3. Until such time as title in the Goods passes to the Buyer the Company shall have the right to repossess or otherwise recover the Goods

12.4. If any item of Goods owned by the Company is attached to, mixed with, or incorporated into other goods not owned by the Company and is not identifiable or separable from the resulting composite or mixed goods, title to the resulting composite or mixed goods shall vest in the Company and shall be retained by the Company for as long as and on the same terms as those which it would have retained title to the Goods in question.

12.5. The buyer shall store Goods owned by the Company in such a way that they are clearly identifiable as the Company's property, shall maintain records of such goods identifying them as the Company's property, of the persons whom it sells or disposes of such Goods and of the payments made by such person for such Goods. It will allow the Company to inspect these records and the Goods themselves on request. All Goods supplied by the Company in the Buyer's possession shall be presumed to belong to the company (unless the Buyer can prove otherwise).

12.6. The Company shall be entitled to trace the proceeds of sale and any insurance proceeds received in respect of Goods owned by the Company. Such proceeds shall be paid into a separate bank account and shall be held by the Buyer on trust for the Company.

12.7. If the buyer fails to make any payments to the Company when due, enters into bankruptcy, Liquidation or a composition with its creditors, has a receiver or manager appointed over all or part of its assets or becomes insolvent or if the Company has reasonable cause to believe that any of these events is likely to occur, the Company shall have the right without prejudice to any other remedies:

12.7.1 To enter without prior notice any premises where Goods owned by it may be and to repossess and dispose of any Goods owned by it so as discharge any sums owed to it the Buyer,

12.7.2 To require the Buyer not to sell or part with possession of any Goods owned by the Company until the Buyer has paid in full all sums owned by it to the Company,

12.7.3 To withhold delivery of any undelivered Goods and stop any Goods in transit. Unless Company expressly elects otherwise, any contract between it and the Buyer for the supply of Goods shall remain in existence notwithstanding any exercise by the Company of its rights under this clause.

12.8. The risk of loss or damage to the Goods shall pass to the Buyer upon delivery or deemed delivery.

13. LIMITATION OF LIABILITY

13.1. Except as is hereafter provided and lieu if any warranty condition or liability, statutory express or implied, the Company's liability in respect of any defect or failure of the Goods supplied, or for any loss or damage attributable thereto, is limited to replacement or repair of Goods which are to become faulty by reason of defective materials or workmanship within 3 months of delivery, provided that the Buyer has notified the Company in writing of the faults no later than 7 days after such faults become apparent.

13.2. The Company's liability shall cease if: payments for the Goods is overdue; the Company's representatives are denied reasonable right of access to the Goods: The Buyer permits persons other than the Company to effect any replacement of parts, maintenance; adjustment or repairs to the Goods; the Buyer has not properly maintained the Goods in accordance with instructions, manuals or directions given or issued by the Company from time to time: the Buyer uses any spare parts or replacements not manufactured by or supplied by the Company.

13.3. The Company shall be under no liability for any defect which is due to accident wear and tear, negligent use or handling, tampering or any other default on the part of any person not authorized by the Company.

13.4. Save in respect of personal injury or death due to the negligence of the Company the Company shall not be liable to the Buyer in respect of any loss suffered by the Buyer due to any defect in the Goods.

13.5. Without prejudice to Condition 13.4 the Company shall not be liable to the Buyer or any third party for any loss of profit, consequential or other economic loss suffered by the Buyer arising in any way from this Agreement.

13.6. Save in respect of personal injury or death due to the negligence of the Company the liability of the Company under these Conditions shall not exceed the Price.

13.7. The Buyer shall indemnify the company against all claims, actions, costs, loss, damage or expenses or other matters arising out of or in condition with the Goods or the use of them except to the extent of the Company's responsibilities set out in this agreement.

13.8. It is the responsibility of the Buyer to confirm suitability of a small percentage and representative quantity of goods delivered as a new part number, up-issue or iteration of a design before commencing the total volume manufacture to avoid unnecessary attrition.

14. CANCELLATION

14.1 The Company may cancel the contract if the Buyer commits any breach of this agreement.

14.2 In the event of a customer canceling any order or contract with the Buyer will be financially responsible for the value of work relative to the stage of completing and progress made up to the point of cancellation including tooling charges where applicable.

15. FORCE MAJEURE

The Company shall not be liable for any default or nonperformance due to any circumstance beyond the reasonable control of the Company including, but not limited to, Acts of God, war, civil unrest, riot, strike, lock-out, acts of civil or military authorities, fire flood, earthquake or shortage of supply or failure to deliver of the suppliers of the Supplier.

16. GENERAL

16.1. If any term or provision of these Conditions is held invalid illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Conditions had been agreed with the invalid illegal or unenforceable provision eliminated.

16.2. The Company may without the consent of the Buyer sublicense its rights or obligations or any part of these Conditions.

16.3. No forbearance, indulgence or delay by the Company in enforcing or insisting on any of the above terms and conditions shall prejudice the Company's right to enforce or insist upon them.

16.4. The headings in these Conditions are for ease of reference only and shall not affect the interpretation of any of the Conditions.

17. ENTIRE AGREEMENT

Each of the parties agrees that save in respect of statements made fraudulently it shall have no remedy in respect of any untrue statement upon which it relied in entering this agreement and that its only remedies shall be for breach of contract

18. GOVERNING LAW AND JURISDICTION

This agreement shall be governed by the laws of England and the parties hereby submit to the non-exclusive jurisdiction of the Courts of England.