STS USA (A Micross Company)

Serving customers in North, South & Central America.

1. Acceptance and Agreement. No order or quotation is binding on Micross Inc. ("Micross") until an authorized representative of Micross issues to Buyer a written Sales Order Acknowledgement, whose provisions shall include these Terms & Conditions of Sale. The Sales Order Acknowledgement shall constitute the entire agreement between Micross and Buyer relating to the matters set forth therein and supersedes all other communications between the parties, whether written or oral. Any provision or condition of Buyer's order or other document which is in any way different from or in addition to these Terms & Conditions of sale as incorporated in Micross's sales order acknowledgement are specifically rejected by and shall not be binding upon Micross unless accepted in writing by Micross. No purported modification or waiver of the provisions hereof or of the Sales Order Acknowledgment shall be binding upon Micross for any purpose unless it is contained in a writing signed by a Micross Inc. representative. Buyer's acceptance of the provisions of the Sales Order Acknowledgment including these Terms & Conditions of Sale shall be conclusively presumed if no written objection thereto is received by Micross within ten (10) days from the date of the Sales Order Acknowledgement. Buyer's order for the products ("Products") as evidenced by the Sales Order Acknowledgement shall be referred to herein as "Accepted Order." 2. Changes in Design. Micross reserves the right to make changes in the design of Products, due to Buyer initiated specification changes, without incurring any obligation to make equivalent changes in Products previously manufactured or delivered by Micross, or to similar Micross standard Products manufactured. Buyer is responsible for all costs associated with Buyer initiated specification changes, including but not limited to, material and documentation costs. 3. Changes in Schedules and Other Buyer Delays. No changes may be made in the scheduled deliveries without the written consent of Micross. In the event Buyer requests a change in the scheduled deliveries and Micross approves, Buyer must provide a revised purchase order reflecting the requested change. If Buyer delays in furnishing Micross with technical information, approvals or customer supplied materials, and additional costs are incurred by Micross due to these delays, Buyer shall reimburse Micross for these additional costs if required by Micross. 4. Cancellation. Buyer shall accept all Products as ordered. Cancellation of the order by the Buyer will not be allowed without the written consent of a Micross representative. In the event of an approved cancellation by the Buyer, for any reason whatsoever, in addition to all other charges and damages, Buyer may be required to pay a cancellation fee which will be determined by Micross based on expenditures incurred as of the date of cancellation. Micross reserves the right to cancel any Accepted Order if payments are in default or if prevailing conditions beyond Micross's reasonable control, from any cause whatsoever, make it impossible or impracticable to assure delivery. 5. Payment Terms. Payment is due 30 days from the earlier of the date of invoice or delivery. The amount of credit or terms of payment may be changed or credit withdrawn by Micross at any time. If Micross decides at any time that Buyer's credit has become impaired, Micross shall be entitled, at its option, to decline to make further deliveries on any Accepted Order to Buyer until Micross's receipt of satisfactory security or of cash payments in advance, or to terminate the Accepted Order as to any remaining deliveries, without prejudice to its rights accrued up to the date of any cessation of deliveries or termination of the Accepted Order. Payment shall be made in United States Dollars. If the delivery of Product is delayed by Buyer, date of readiness for delivery shall be deemed the date of invoice and delivery for payment purposes. Buyer is liable on delinquent payments at the lower of the maximum legal rate or the rate of 1.5% per month until paid in full. If collection procedures are required, Buyer shall pay all costs of collection, including but not limited to collection fees, reasonable attorneys' fees, court costs and interest. Each delivery of the Products shall be considered a separate and independent transaction and payment thereof shall be made accordingly. In the event that the Products are delivered in installments, payments shall be made based on the purchase price set forth in the Sales Order Acknowledgement and the percentage of the Products delivered. Any Products held for Buyer shall be at the risk and expense of Buyer. Micross reserves the right to make delivery of the Products and make collection by sight draft with bills of lading attached. 6. Taxes and Other Government Charges. Any licenses or clearances required at the port of entry and destination for the Products shall be obtained and paid for by Buyer. The prices of the Products set forth in the quotation or the Sales Order Acknowledgment issued by Micross is based on F.O.B. Micross's factory and do not include shipping cost, insurance or any applicable federal, state and local duties, taxes or other charges imposed on the manufacture, sale, delivery, shipment or use of any of the Products (including, without limitation, sales, use, shipment, property or value added taxes), all of which shall be paid by Buyer. Any tax or charge that Micross may be required to collect or pay shall either be paid by Buyer or Buyer shall provide to Micross appropriate resale certificate numbers and other documentation satisfactory to the applicable taxing authority to substantiate any claim of exemption from any such tax or charge. 7. Delivery. Partial deliveries are permitted. All Products are sold F.O.B. Micross's factory. Delivery dates set forth in the Sales Order Acknowledgment are approximate and based on Micross's reasonable estimate of dates that the Products will be delivered if Micross timely receives from Buyer all necessary information including, but not limited to, specifications, drawings, testing parameters, package configuration, and customer supplied materials. Micross shall not be liable for any delay or failure in the delivery or shipment of the Products, or for any resulting damages, when the delay or failure is directly or indirectly due to accident (in manufacture or otherwise), errors, omissions, fire, flood, riot, war, embargo, labor stoppages, computer malfunctions, inadequate transportation facilities, regulation by any governmental authority, or any other causes beyond Micross's reasonable control. Moreover, Micross shall have no liability for any liquidated damages or penalty or special, indirect or consequential damages under any circumstances whatsoever. If any contingency occurs, Micross may allocate production and deliveries among Micross's customers. The title to the Products passes to Buyer and Micross's liability as to delivery ceases upon making delivery of the Products to the initial carrier at the delivery point with the carrier acting as Buyer's agent. All Products are shipped at Buyer's risk and expense, and all claims for damages must be filed with the carrier. All shipments will be made by United Parcel Service, DHL, or Federal Express at Micross's discretion unless specific instructions from Buyer indicate an alternate carrier. Buyer shall be liable for detention, demurrage, storage or auxiliary charges assessed by carriers or warehousemen resulting from Buyer's requirements for special service or Buyer's failure to accept delivery in a timely manner. 8. Safety. Buyer agrees to, and to cause others to, follow proper safety rules and use proper safety equipment in connection with its use of the Products; and Buyer agrees to defend, hold harmless and indemnify Micross if Buyer fails to do so. 9. Limited Warranty. Die distribution policy is Micross liability is limited to replacement of defective items. No parts may be returned without prior authorization by Micross. All other divisions of Micross warrant that the Products will be free from defects in materials (excluding customer supplied materials) and workmanship and will conform to Micross's applicable written specifications, under normal use and service or the specified use as agreed upon by Micross and Buyer for two (2) years for product compliant to Mil PRF-38534 and 38535, one (1) year for standard and custom ceramic products as well as one (1) year for standard plastic product following the date of shipment from Micross. The foregoing limited warranty shall not apply to any Products which have been repaired or altered by any person other than Micross or which have been subjected to operating and/or environmental conditions in excess of maximum rated values or have otherwise been subjected to misuse, damage, neglect, accidents, or improper installation or test including without limitation improper packaging of the Products returned to Micross. The foregoing warranty is made in lieu of all other express and implied warranties, including, without limitation, any warranty of merchantability or fitness for a particular purpose. Micross neither assumes, nor authorizes any person to assume for it, any ability not expressed herein, unless such terms are in writing and signed by a Micross representative. The foregoing warranty may be asserted only by Buyer, and not by Buyer's customers or other third parties. Micross's obligations under the limited warranty are limited to replacing, repairing, or issuing credit at the original sales price, at its option, any of said articles which shall, within the limited warranty period, be confirmed to be defective by Micross. 10. Returns. Die distribution policy is that any shortage or rejection of material must be claimed within 30 days of receipt. All other divisions of Micross policy is that should any Product not conform to such specifications due to a defect in material (excluding customer supplied materials) or workmanship, Micross shall accept returns during the applicable warranty period, which must be accompanied by a valid Micross Return Material Authorization ("RMA") number. Micross does not accept returned materials without a valid RMA number. In order to obtain an RMA number, the Buyer must provide a detailed description of the nature of the defect, the original purchase order number, the part number, serial number and date code of the Product(s) to be returned. The RMA number shall be valid for thirty (30) days after issuance by Micross. Products which are returned to Micross during the applicable warranty period in accordance with this Section and which are, after examination, deemed to Micross's satisfaction to be defective, will be replaced, reworked or credited at the original sale price at Micross's discretion. Buyer shall return the Products to Micross with transportation charges prepaid. The repair or replacement of any non-conforming Products by Micross pursuant to this Section does not extend the original limited warranty period. In the event Micross determines that the returned Products are not covered by the foregoing limited warranty, such Products will be returned to Buyer at Buyer's expense and may be subject to additional charges due to the lack of warranty coverage. Micross shall not be liable for re-inspection or rejection charges. Repair, replacement, or credit for returned parts will be made only after Micross has determined that the parts are covered by the terms of the warranty. Failure analysis of returned product shall be at Micross's sole discretion. 11. Limitation of Remedy. Any provision herein to the contrary notwithstanding, neither Micross nor any affiliate, agent or employee of Micross shall be liable to Buyer, or any other third party claiming through Buyer, for indirect, incidental, contingent special or consequential damages (including without limitation loss of profits or revenue, loss or use of the products or any proceeds, overhead, cost of capital, cost of substitute goods, or any claims of buyer's customers for any such damages), and in no event shall the liability of Micross to Buyer, whether such liability arises out of the use of the product, Micross's performance hereunder, and whether such liability arises from a claim based on agreement, warranty, tort, failure of essential purpose or otherwise, exceed the amount paid by Buyer to Micross for such products. 12. Blueprints and Specifications. All orders are accepted with the understanding that the parts or material furnished will be in accordance with blue-prints and specifications, on hand in Micross's files or furnished to Micross with the Buyer's order, and which have been specifically agreed to and accepted by Micross, in writing, as applicable to such order. 13. Inspection. Micross shall have no obligation to perform any special tests relating to the Products except as otherwise agreed in writing by a Micross representative. If agreed upon in the Accepted Order, Buyer may inspect the Products at Micross's place of manufacture at times mutually and reasonably acceptable to both Micross and Buyer; and a standard charge shall be paid by Buyer to Micross. 14. Patent Infringement Indemnity. To the extent that the Products are manufactured pursuant to the design provided by Buyer, Buyer represents and warrants that it has all necessary right, title and interest in such design, and that the information and technology contained in such design do not infringe patents or copyrights of third parties and were not developed on the basis of misappropriated trade secrets of third parties. If any infringement is alleged prior to completion of delivery of any Products, Micross may decline to make further deliveries without being in breach of its agreement with Buyer. Buyer shall defend, indemnify and hold Micross harmless from any damages, costs, and expenses (including without limitation reasonable attorneys' fees) arising from any threatened or actual suit or claim based upon Buyer's breach of the representations and warranties set forth herein or Buyer's modification of the Products after delivery thereof by Micross. Buyer shall further defend, indemnify and hold Micross harmless from any claim of alleged defect in the design of the Products to the extent such design is provided by Buyer. The sale of the Products by Micross does not convey any license, by implication, estoppel or otherwise, under patent claims covering combinations of the Products with other devices or elements. Except as otherwise provided in the preceding sentence, Micross shall defend any suit or proceeding brought against Buyer so far as based on a claim that any Product, or any part thereof, sold to Buyer by Micross (except to the extent such Products are based upon the design provided by Buyer) constitutes an infringement of any patent of the United States of America, if Buyer notifies Micross promptly in writing and gives Micross authority, information and assistance (at Micross's expense) for the defense of the suit or proceeding, and Micross shall pay all damages and costs awarded therein against Buyer. In case such Product, or any part thereof, is in such suit or proceeding held to constitute infringement and the use of the Product or part thereof is enjoined, Micross shall, at its option and expense, either procure for Buyer the right to continue using the Product or part thereof, or replace it with non-infringing product, or remove said Product and refund the purchase price and the transportation and installation costs thereof. The foregoing states the entire liability of Micross for patent infringement by the Products or any part thereof. Micross grants no patents or data rights by its sale of the Products to Buyer and specifically prohibits the reproduction or distribution of any data, information or manufacturing know-how furnished in connection with the sale of the Products, except as necessary for the normal service of the Products. The Products are manufactured in accordance with Micross's manufacturing specifications and may be covered by U.S. and other patents. 15. Equipment, Fixtures and Tools. Any equipment (including jigs, dies, fixtures and tools) which Micross may construct or acquire for the manufacture of the Products for Buyer shall remain Micross's property and in Micross's possession and control. New or additional dies or changes necessary in existing equipment to conform with changes in design ordered by Buyer, whether or not Micross has specifically charged therefore, shall be paid for by Buyer. Dies or equipment charges cover the use of such dies or equipment only and do not convey any interest therein to Buyer. Any materials or equipment owned or furnished by Buyer, while in Micross's possession, will be handled and stored by Micross with reasonable care, but Micross shall have no responsibility for loss or damage thereto. 16. Micross's Remedy Upon Buyer's Default. Upon Buyer's default of any of its obligations under its agreement with Micross relating to the Accepted Order, including these Terms & Conditions of Sale, or otherwise, including but not limited to the duty to make payment when due, Micross shall have all remedies available to it under applicable law. 17. End Use/End User. Under certain circumstances, Micross will require information on the ultimate destination of products sold. This information includes, but is not limited to, information regarding end use (application) and end user (customer). This information is considered proprietary and will not be disclosed to anyone outside of Micross other than applicable government entities regulating export. 18. Export Compliance. All parties to this order are responsible to ensure their compliance with applicable U.S. Export regulations and to ensure that product/data shipments and exchanges are made properly within the regulations. Buyer shall not transfer directly or indirectly any of the Products or any technical data, technical assistance, research, development or software relating to the Products purchased or obtained from Micross (collectively referred to as the "Products/Technology") to any transferee or end user of the Products/Technology or any product incorporating the Products/Technology in any country to which, under pertinent laws and regulations of the United States government, Micross is forbidden to transfer the Products/Technology, or, if not forbidden to transfer the Products/Technology, is required to obtain a license or other prior approval before such sale, transfer and/or exportation from the United States government. Buyer hereby covenants, represents and warrants that Buyer has full power and authority to purchase the Products/Technology from Micross; that, prior to exportation or re-exportation of the Products/Technology, Buyer shall make every reasonable effort to determine the ultimate destination, end user and the use to which the Products/ Technology will be applied; and that such purchase, use, exportation or re-exportation shall not violate any pertinent laws and regulations of the United States government. 19. Jurisdiction, Venue, and Governing Law. Should Buyer or Micross commence a lawsuit to enforce the provisions of any Accepted Order, including these Terms & Conditions of Sale, or in connection with the Products or any other aspect of the commercial relationship between Buyer and Micross, jurisdiction and venue shall be exclusively in the state or federal courts located in Austin, Texas, and both parties consent to personal jurisdiction in those courts. All rights and obligations of Buyer and Micross under any Accepted Order, including these Terms & Conditions of Sale, and any other aspect of the commercial relationship between Buyer and Micross, shall be governed as to validity, construction and in all other respects by the laws of Texas without regard to its choice of law provisions.
1. Overview The following are terms of a legal agreement between you and Micross Components, Inc ("MICROSS"). By accessing, browsing, or using this Web site, you acknowledge that you have read, understood, and agree to be bound by these terms and to comply with all applicable laws and regulations, including export and re-export control laws and regulations. If you do not agree to these terms, please do not use this Web site.  MICROSS may, without notice to you, at any time revise these Terms of Use and any other information contained in this Web site by updating this posting. MICROSS may also make improvements or changes in the products, services, or programs described in this site at any time without notice. 2. General This Web site contains proprietary notices and copyright information, the terms of which must be observed and followed. Please see the tab entitled "Copyright and trademark information" for related information. This site and all content in this site may not be copied, reproduced, republished, uploaded, posted, transmitted, distributed, or used for the creation of derivative works without MICROSS's prior written consent, except that MICROSS grants you non-exclusive, non-transferable, limited permission to access and display the Web pages within this site, solely on your computer and for your personal, non-commercial use of this Web site. This permission is conditioned on your not modifying the content displayed on this site, your keeping intact all copyright, trademark, and other proprietary notices, and your acceptance of any terms, conditions, and notices accompanying the content or otherwise set forth in this site. Notwithstanding the foregoing, any software and other materials that are made available for downloading, access, or other use from this site with their own license terms, conditions, and notices will be governed by such terms, conditions, and notices.  Your failure to comply with the terms, conditions, and notices on this site will result in automatic termination of any rights granted to you, without prior notice, and you must immediately destroy all copies of downloaded materials in your possession or control. Except for the limited permission in the preceding paragraph, MICROSS does not grant you any express or implied rights or licenses under any patents, trademarks, copyrights, or other proprietary or intellectual property rights. You may not mirror any of the content from this site on another Web site or in any other media. 3. Certain Disclaimers Information on this Web site is not promised or guaranteed to be correct, current, or complete, and this site may contain technical inaccuracies or typographical errors. MICROSS assumes no responsibility (and expressly disclaims responsibility) for updating this site to keep information current or to ensure the accuracy or completeness of any posted information. Accordingly, you should confirm the accuracy and completeness of all posted information before making any decision related to any services, products, or other matters described in this site.  MICROSS provides no assurances that any reported problems will be resolved by MICROSS, even if MICROSS elects to provide information with the goal of addressing a problem. 4. Confidential Information MICROSS does not want to receive confidential or proprietary information from you through our Web site. Please note that any information or material sent to MICROSS will be deemed NOT to be confidential. By sending MICROSS any information or material, you grant MICROSS an unrestricted, irrevocable license to copy, reproduce, publish, upload, post, transmit, distribute, publicly display, perform, modify, create derivative works from, and otherwise freely use, those materials or information. You also agree that MICROSS is free to use any ideas, concepts, know-how, or techniques that you send us for any purpose. However, we will not release your name or otherwise publicize the fact that you submitted materials or other information to us unless: (a) we obtain your permission to use your name; or (b) we first notify you that the materials or other information you submit to a particular part of this site will be published or otherwise used with your name on it; or (c) we are required to do so by law. Personally-identifiable information that you submit to MICROSS for the purpose of receiving products or services will be handled in accordance with our privacy policies. Please see the tab entitled "Privacy" for information regarding MICROSS's privacy policies. 5. Global Availability Information MICROSS publishes on the World Wide Web may contain references or cross references to MICROSS products, programs and services that are not announced or available in your country. Such references do not imply that MICROSS intends to announce or make available such products, programs, or services in your country. Please consult your local MICROSS business contact for information regarding the products, programs, and services that may be available to you. 6. Business Relationships This Web site may provide links or references to non-MICROSS Web sites and resources. MICROSS makes no representations, warranties, or other commitments whatsoever about any non-MICROSS Web sites or third-party resources that may be referenced, accessible from, or linked to any MICROSS site. A link to a non-MICROSS Web site does not mean that MICROSS endorses the content or use of such Web site or its owner. In addition, MICROSS is not a party to or responsible for any transactions you may enter into with third parties, even if you learn of such parties (or use a link to such parties) from an MICROSS site. Accordingly, you acknowledge and agree that MICROSS is not responsible for the availability of such external sites or resources, and is not responsible or liable for any content, services, products, or other materials on or available from those sites or resources.  When you access a non-MICROSS Web site, even one that may contain the MICROSS-logo, please understand that it is independent from MICROSS, and that MICROSS does not control the content on that Web site. It is up to you to take precautions to protect yourself from viruses, worms, trojan horses, and other potentially destructive programs, and to protect your information as you deem appropriate. 7. Linking to This Site All links to this Web site must be approved in writing by Micross Components, Inc, except that MICROSS consents to links in which the link and the pages that are activated by the link do not: (a) create frames around any page on this Web site or use other techniques that alter in any way the visual presentation or appearance of any content within this site; (b) misrepresent your relationship with MICROSS; (c) imply that MICROSS approves or endorses you, your Web site, or your service or product offerings; and (d) present false or misleading impressions about MICROSS or otherwise damage the goodwill associated with the MICROSS name or trademarks. As a further condition to being permitted to link to this site, you agree that MICROSS may at any time, in its sole discretion, terminate permission to link to this Web site. In such event, you agree to immediately remove all links to this Web site and to cease using any MICROSS trademark. 8. DISCLAIMER OF WARRANTY USE OF THIS SITE IS AT YOUR SOLE RISK. ALL MATERIALS, INFORMATION, PRODUCTS, SOFTWARE, PROGRAMS, AND SERVICES ARE PROVIDED "AS IS," WITH NO WARRANTIES OR GUARANTEES WHATSOEVER. MICROSS EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, GUARANTEES, OR REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY AND INTELLECTUAL PROPERTY RIGHTS. WITHOUT LIMITATION, MICROSS MAKES NO WARRANTY OR GUARANTEE THAT THIS WEB SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.  YOU UNDERSTAND AND AGREE THAT IF YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIALS, INFORMATION, PRODUCTS, SOFTWARE, PROGRAMS, OR SERVICES, YOU DO SO AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES THAT MAY RESULT, INCLUDING LOSS OF DATA OR DAMAGE TO YOUR COMPUTER SYSTEM.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. 9. LIMITATION OF LIABILITY IN NO EVENT WILL MICROSS BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY TYPE WHATSOEVER RELATED TO OR ARISING FROM THIS WEB SITE OR ANY USE OF THIS WEB SITE, OR OF ANY SITE OR RESOURCE LINKED TO, REFERENCED, OR ACCESSED THROUGH THIS WEB SITE, OR FOR THE USE OR DOWNLOADING OF, OR ACCESS TO, ANY MATERIALS, INFORMATION, PRODUCTS, OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOST SAVINGS OR LOSS OF PROGRAMS OR OTHER DATA, EVEN IF MICROSS IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION AND WAIVER OF LIABILITY APPLIES TO ALL CAUSES OF ACTION, WHETHER BASED ON CONTRACT, WARRANTY, TORT, OR ANY OTHER LEGAL THEORIES.  Additional or different terms, conditions, and notices may apply to specific materials, information, products, software, and services offered through this Web site. In the event of any conflict, such additional or different terms, conditions, and notices will prevail over these Terms of Use. Please see the applicable agreement or notice.

STS UK (A Micross Company)

Serving customers in EMEA & ROW.

1. INTERPRETATION 1.1 In these Conditions the following words have the following meanings: 1.2 “Buyer” the person(s), firm or Seller from whom an order to supply Goods is received by the Seller; 1.3 “Conditions” the standard terms and Conditions of sale as set out in this document; 1.4 “Contract” any Contract between the Seller and the Buyer for the sale and purchase of the Goods and/or the provision of Services; 1.5 “Components” the Components, articles or systems belonging to the Buyer, which are to be the subject of the Services; 1.6 “Force Majeure Event” has the meaning given to it in Condition 15.1; 1.7 “Goods” any Goods agreed in the Contract to be supplied to the Buyer by the Seller (including any part or parts of them). 1.8 “Order” has the meaning given to it in condition 15.1; 1.9 “Seller” Micross Components Limited, 2 Hellesdon Park Road, Drayton High Road, Norwich, Norfolk, NR6 5DR (company number 01803460); 1.10 “Services” any Services agreed in the Contract to be acquired by the Buyer from the Seller (including any part or parts of them); 1.11 “Specification” details of any particular specification for the Goods or Services and the particular purpose for which the Buyer is buying the Goods or Services including any relevant any plans, patterns, drawings, data or other information relating to the Goods or Services, made known to the Seller by the Buyer at the point of submitting the Order; 1.12 In these Conditions: 1.12.1 references to legislation are to that legislation as amended; 1.12.2 “include”, “including”, “in particular” or any similar words shall be interpreted with the words “without limitation” after them; 2. APPLICATION OF TERMS 2.1 Subject to any variation under Condition 2.2 the Contract will 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 or of receipt, Specification, e-mail or other document none of which will form part of the Contract simply as a result of such document being referred to in the Contract). 2.2 These Conditions apply to all sales of Goods or provision of Services by the Seller and any purported variation to these Conditions by the Buyer shall have no effect unless expressly agreed in writing and signed by the Seller. 2.3 Each order for Goods and/or Services by the Buyer from the Seller shall be deemed to be an offer by the Buyer to purchase Goods and/or to acquire Services subject to these Conditions (an “Order”). 2.4 Any quotation provided by the Seller for the sale of Goods or the provision of Services prior to the Buyer submitting an Order is not a binding offer by the Seller to supply Goods or Services. Any quotation is valid for a period of 30 days only from its date, provided that the Seller has not previously withdrawn it. 2.5 No Order placed by the Buyer shall be deemed to be accepted by the Seller until the Seller issues to the Buyer a written acknowledgement of Order or (if earlier) the Seller delivers the Goods to the Buyer. 2.6 Except in cases where the Buyer is a consumer, no Order which has been accepted by the Seller may be cancelled or varied by the Buyer without the express written permission of the Seller. 2.7 If the Buyer is a consumer, the Buyer may make a change to the Order at any time before delivery of the Goods or commencement of the Services by contacting the Seller. Where this means a change in the total price of the Order, the Seller will notify the Buyer of the amended price in writing. The Buyer (as a consumer) can choose to cancel the Order in accordance with Condition 13.1 in these circumstances. 2.8 If the Buyer is a consumer and the Buyer wishes to cancel an Order before it has been delivered, please see Condition 13.1. 2.9 The Seller’s employees, sub-contractors or agents are not authorised to make representations concerning the Goods or Services unless confirmed in writing by the Seller. The Buyer acknowledges it does not rely on, and waives any claim for breach of, any representations not so confirmed. 2.10 Suggestions, indications or advice given by the Seller or its employees, sub-contractors or agents as to storage, application or use of the Goods which are not confirmed in writing by the Seller are followed at the Buyer’s risk. The Buyer acknowledges that it does not rely on, and waives any claim for breach of, any representations not so confirmed. 3. DESCRIPTION 3.1 The quantity, quality and description of the Goods and/or the Services shall be as set out in the Seller’s quotation. 3.2 All drawings, descriptive matter, specifications and advertising issued by the Seller and any descriptions or illustrations contained in the Seller's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods or Services described in them. They will not form part of this Contract. 3.3 The Seller shall provide the Buyer with suitable information in respect of the use or purpose of the Goods or Services, which shall include any and all information relating to electrical, mechanical, transportation and environmental information which may affect the performance or usual functioning of the Goods or which may affect the provision of the Services. 3.4 The Seller shall ensure that the Goods or Services conform to the Specification. The Seller shall have no liability for any losses, howsoever arising, which arise as a result of any incorrect or inaccurate Specification or which arise where the Seller has provided the Goods or Services in accordance with the Specification. 4. DELIVERY 4.1 Where the Seller has agreed to arrange for the delivery of the Goods, the Seller shall arrange for the Goods to be delivered to the location set out in the Order or such other address as the parties agree in writing in advance. Unless otherwise agreed, the costs of delivery shall be paid by the Buyer. Delivery of the Goods shall be complete on its delivery by the Seller to a carrier. 4.2 Where the Buyer has agreed to collect the Goods, the Goods shall be collected from the Seller's premises or such other address as the parties agree in writing in advance. Delivery of the Goods shall be completed upon the Seller notifying the Buyer that the Goods are ready for collection. 4.3 The Services shall be performed at the Seller's premises or such other address as the parties agree in writing in advance. 4.4 Any dates specified by the Seller for delivery of the Goods or performance of the Services are intended to be an estimate and time for delivery or performance shall not be made of the essence by notice. If no dates are so specified, delivery or performance will be within a reasonable time. 4.5 Subject to Condition 4.7, where the Seller has agreed to arrange for the delivery of the Goods, if the Buyer fails to accept delivery of the Goods, then, except where such failure or delay is caused by a Force Majeure Event or the Seller's failure to comply with its obligations under these Conditions the Goods shall be deemed to have been delivered at 9.00am on date on which the Goods were despatched from the Seller’s premises and the Seller shall store the Goods until delivery takes place, and charge the Buyer for all related costs and expenses (including insurance). 4.6 Subject to Condition 4.7, where the Buyer has agreed to collect the Goods, if the Buyer fails to take delivery of the Goods within three Business Days of the Seller notifying the Buyer that the Goods are ready for collection, then, except where such failure or delay is caused by a Force Majeure Event or the Seller's failure to comply with its obligations under these Conditions, delivery of the Goods shall be deemed to have been completed at 9.00 am date on which the Seller notified the Buyer that the Goods were ready to be collected and the Seller shall store the Goods until delivery takes place, and charge the Buyer for all related costs and expenses (including insurance). 4.7 If the Buyer is a consumer, delivery of the Goods shall be completed when the Goods are in the physical possession of the Buyer or any third party the Buyer has asked the Goods to be delivered too. 4.8 In respect of Goods consisting of bare die or wafers, the Seller may deliver a quantity of Goods of up to 15% more or less than the quantity ordered by the Buyer or, in respect of all other Goods, the Seller may deliver a quantity of Goods of 5% more or less than the quantity ordered by the Buyer, in which case the Buyer shall not be entitled to object to or reject the Goods or any of them by reason of the surplus or shortfall and shall pay for such Goods at the pro rata Contract rate. 4.9 The Seller may deliver the Goods by instalments and each instalment shall be treated as a separate Contract so that failure to deliver or defect in one or more instalment shall not entitle the Buyer to reject the other instalments. 5. NON-DELIVERY 5.1 The quantity of any consignment of Goods as recorded by the Seller upon despatch from the Seller’s place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless, subject to Conditions 4.8 and 4.9, the Buyer notifies any shortage or excess within 10 days of delivery. 5.2 The Seller shall not be liable for any non-delivery of Goods or non-performance of the Services (even if caused by the Seller’s negligence) unless written notice is given to the Seller within 10 days of the date when the Goods would in the ordinary course of events have been received or the Services performed. 5.3 Any liability of the Seller for non-delivery of the Goods or non-performance of the Services shall be limited to replacing the Goods or re-performing the Services 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 (as defined in Conditions 4.1 and 4.2). 6.2 Title to the Goods shall not pass to the Buyer until the Seller has received in full (in cash or cleared funds) all sums due to it in respect of: 6.2.1 the Goods; 6.2.2 the Services; and 6.2.3 all other sums which are or which become due to the Seller from the Buyer on any account from time to time. 6.3 Until title to the Goods has passed to the Buyer, the Buyer must: 6.3.1 hold the Goods on a fiduciary basis as the Seller’s bailee; 6.3.2 store the Goods (at no cost to the Seller) separately from all other Goods of the Buyer or any third party in such a way that they remain readily identifiable as the Seller’s property; 6.3.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; 6.3.4 maintain the Goods in satisfactory condition insured on the Seller’s behalf for their full price against all risks to the reasonable satisfaction of the Seller. On request the Buyer shall produce the policy of insurance to the Seller; 6.3.5 not incorporate the Goods into any other good or product; and. 6.3.6 hold the proceeds of the insurance referred to in Condition 6.3.4 on trust for the Seller and not mix them with any other money, nor pay the proceeds into an overdrawn bank account. 6.4 The Buyer may resell the Goods before ownership has passed to it solely on the following Conditions: 6.4.1 any sale shall be effected in the ordinary course of the Buyer’s business at full market value; and 6.4.2 any such sale shall be a sale of the Seller’s property on the Buyer’s own behalf and the Buyer shall deal as principal when making such a sale. 6.5 The Buyer’s right to possession of the Goods shall terminate immediately if: 6.5.1 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 act of parliament 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 of its undertaking or any part thereof, 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 the Buyer suffers a circumstance which would allow any of those events to occur; or 6.5.2 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/perform any of his/its obligations under the Contract or any other Contract between the Seller 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 6.5.3 the Buyer encumbers or in any way charges any of the Goods. 6.6 The Seller shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Seller. 6.7 The Buyer grants the Seller, 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. 6.8 Where the Buyer provides any products, items, goods, Components or any other materials (“Buyer’s Products”) to the Seller in connection with the provision of the Services, the Seller accepts no liability for any loss of or damage to the Buyer’s Products and the Buyer’s Products remain at all times (including during transportation, storage and handling) at the Buyer’s risk. It is the Buyer’s responsibility to ensure that the Buyer’s Products are suitably insured. 7. PRICE 7.1 Unless otherwise agreed by the Seller in writing the price for the Goods or Services shall be the price specified in the quotation, unless the price is amended in accordance with Condition 7.3. 7.2 The price for the Goods or Services shall be in Pounds Sterling (unless otherwise agreed by the Seller in writing) and exclusive of any value added tax and all costs or charges in relation to loading, unloading, carriage and insurance all of which amounts the Buyer will pay in addition when it is due to pay for the Goods. 7.3 Subject to Condition 7.4, the Seller is entitled to increase the price at any time in the following circumstances:- 7.3.1 if there is an increase in any of the Seller’s costs associated with providing the Goods or performing the Services, including any fluctuation in currency exchange rates connected to provision of the Goods/Services; 7.3.2 if the Goods and/or Services required by the Buyer are different from the Goods and/or Services initially requested by the Buyer; or 7.3.3 where the Buyer’s Order was insufficiently clear to the Seller; and in each case the increase in price will be limited to the aggregate of the increase suffered by the Seller. 8. PAYMENT 8.1 The Seller shall be entitled to issue an invoice on or after delivery of the Goods in accordance with Condition 4 or on or after the completion of the performance of the Services. 8.2 Payment of the price for the Goods or Services is due and payable within 30 days of the date of invoice. 8.3 Time for payment shall be of the essence. 8.4 No payment shall be deemed to have been received until the Seller has received payment in full and in cleared funds to the bank account nominated in writing by the Seller. 8.5 The Seller shall be entitled to suspend delivery of any further Goods or provision of any further Services if any sums remain unpaid by the Buyer at any time. 8.6 The Buyer shall make all payments due under the Contract 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 the Seller to the Buyer. 8.7 If the Buyer fails to pay the Seller any sum due pursuant to the Contract the Buyer will be liable to pay interest to the Seller 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 Barclays Bank plc, accruing on a daily basis until payment is made, whether before or after any judgment. 9. TERMINATION AND SUSPENSION 9.1 If the Buyer becomes subject to any of the events listed in Condition 6.5, the Seller may terminate the Contract with immediate effect by giving written notice to the Buyer. 9.2 Without limiting its other rights or remedies, the Seller may suspend provision of the Goods or Services under the Contract or any other contract between the Buyer and the Seller if the Buyer becomes subject to any of the events listed in Condition 6.5, or the Seller reasonably believes that the Buyer is about to become subject to any of them, or if the Buyer fails to pay any amount due under this Contract on the due date for payment. 9.3 Subject to Condition 13, on termination of the Contract for any reason the Buyer shall immediately pay to the Seller all of the Seller's outstanding unpaid invoices and interest. 9.4 Termination of the Contract, however arising, shall not affect any of the parties' rights, remedies, obligations and liabilities that have accrued as at termination. 10. WARRANTIES 10.1 Where the Seller is not the manufacturer of the Goods, the Seller will endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to the Seller, but gives no other warranties or guarantees in respect of such Goods other than those set out in these Conditions. 10.2 The Seller warrants that (subject to the other provisions of these Conditions) upon delivery of the Goods or performance of the Services and for a period of 12 months thereafter:- 10.2.1 the Goods will be of satisfactory quality, will materially correspond with their Specification and will be free from defects in material and workmanship; and 10.2.2 the Services will be performed with reasonable care and skill. 10.3 All warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. 10.4 The Seller shall not be liable for a breach of any of the warranties in Condition 10.2: 10.4.1 If the Buyer fails to give written notice of the defect to the Seller and (if the defect is as a result of damage in transit) to the carrier, within 21 days of the date of first use and in any event no later than one month after the date of delivery; 10.4.2 If the Seller is not given a reasonable opportunity after receiving the notice to examine such Goods and the Buyer fails (if asked to do so by the Seller) to return such Goods to the Seller's place of business at the Buyer's expense. 10.4.3 If the Buyer makes any further use of such Goods after giving such notice; 10.4.4 If the defect arises because the Buyer failed to follow the Seller’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; 10.4.5 If the Buyer alters or repairs such Goods without the written consent of the Seller. 10.4.6 The defect arises as a result of the Seller following any drawing, design or Specification supplied by the Buyer. 10.4.7 The defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions. 10.5 Subject to Condition 10.4, if any of the Goods do not conform with any of the warranties in Condition.10.2 the Seller shall at its option repair or replace such Goods (or re-perform the Services or the defective part) or refund the price of such Goods/Services at the pro rata Contract rate provided that, if the Seller so requests, the Buyer shall, at the Buyer's expense, return the Goods or the part of such Goods which is defective to the Seller. 10.6 If the Seller complies with Condition 10.5 it shall have no further liability for a breach of any of the warranties in Condition 10.2 in respect of the Goods and/or Services. 10.7 Subject to Condition 6, any Goods and/or Services replaced or re-performed will belong to the Buyer and any repaired or replacement Goods will be guaranteed on these terms for the unexpired portion of the 12 month period. 10.8 If any Goods returned to the Seller or Services alleged to be defective are found not to be defective (or any defect found is attributable to the Buyer’s Specification or materials) the Seller reserves the right to charge a handling fee of 15% of the price paid for the Goods/Services together with any VAT thereon. 10.9 The Buyer warrants that it will not use the Goods and/or the Services or rely on the Services in any life support device (including those intended for surgical implant). 10.10 The Buyer warrants that the Goods and/or Services are suitable for the Buyer’s purposes, needs and requirements, and that any parts that it provides to the Seller in connection with the provision of the Goods and/or Services are not faulty or defective in any way. 10. WARRANTIES 11.1 1.1 Subject to Condition 11.2, the following provisions of this Condition 11 set out the entire financial liability of the Seller (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of: 11.1.1 any breach of these Conditions; and 11.1.2 any representation, statement or tortuous act or omission including negligence arising under or in connection with the Contract. 11.2 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. 11.3 Nothing in these Conditions excludes or limits the liability of the Seller for death or personal injury caused by the Seller’s negligence or for fraudulent misrepresentation or the negligence of its employees, agents or subcontractors (as applicable). 11.4 Subject to Condition 11.3, the Seller’s total liability in Contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of this Contract shall be limited to the value of the actual Goods and/or Services provided from which the liability arose. 11.5 Subject to Condition 11.3, the Seller shall not be liable to the Buyer for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract. 11.6 Subject to Condition 11.3, the Seller shall not be liable to the Buyer for any loss, damage or liability arising from or in connection with the Buyer’s Specification or as a result of any instructions provided by the Buyer. 11.7 Subject to Condition 11.3, the Seller shall not be liable to the Buyer for any loss, damage or liability arising out of or in connection with fair wear and tear, abnormal working Conditions, alteration or repair or use of the Goods except as permitted by the Seller. 11.8 Subject to Conditions 11.2 and 11.3, the Seller shall not be liable to the Buyer for any loss, damage or liability arising out of or in connection with any failure to provide the Goods or Services in accordance with the Contract is due to circumstances beyond the Seller’s reasonable control. 11.9 Subject to Condition 11.2, the Seller shall not be liable to the Buyer for any loss, damage or liability arising out of or in connection with any failure in any Goods which have not been manufactured by the Seller (whether provided by the Seller to the Buyer or not). 11.10 Subject to Condition 11.3, the Seller shall not be liable to the Buyer for any reliance placed on any Goods or Services for any critical functions unless the Seller has agreed such use or reliance in writing in advance. 11.11 Subject to Condition 11.3, the Seller shall have no liability to the Buyer arising out of misuse of the Goods or failure by the Buyer to follow any instructions provided to the Buyer in accordance with Condition 3.3. 11.12 Subject to Condition 11.3, where the Goods provided by the Seller consist of bare die or wafers, the Seller shall have no liability to the Buyer once the Goods have been die bonded by eutectic, epoxy, solder or any other form of bonding to a substrate except where such bonding was undertaken by the Seller as part of the Contract or are otherwise not capable of being tested by the Seller under its normal test Conditions. 12. INTELLECTUAL PROPERTY 12.1 Each party shall retain all intellectual property rights (including without limitation) patents, designs, trade marks, know-how, ideas, slogans, proprietary information, techniques and databases, whether registered or capable of registration or not) in all materials developed, owned or used under licence (“Intellectual Property Rights”) by it prior to the start of a Contract. 12.2 The Seller shall, subject to Condition 12.3, retain ownership of all Intellectual Property Rights developed during the provision of the Goods or Services. 12.3 The Buyer grants the Seller a perpetual, free, irrevocable, worldwide licence to use any Intellectual Property Rights which arise from or in connection with the provision of the Goods or Services. 13. BUYER (WHERE THEY ARE A CONSUMER) RIGHTS TO CANCEL 13.1 Before the Goods or Services are delivered, the Buyer (where they are a consumer) may withdraw its Order by providing the Seller with written notice of the decision to withdraw before the Contract is made, if the Buyer simply wishes to change its mind and without giving the Seller a reason, and without incurring any liability to the Seller. 13.2 The cancellation rights referred to in Condition 13.3 do not apply where the Seller has provided Goods that are made to the Buyer’s Specifications or are clearly personalised. 13.3 Where the Seller is supplying Goods, the Buyer shall have the right to cancel this Contract within 14 days of the day on which the Goods come into the physical possession of the Buyer or any third party the Buyer has asked the Goods to be delivered too, without giving any reason. 13.4 To exercise the right to cancel in Condition 13.3, the Buyer must inform the Seller’s Sales Manager at Micross Components Limited, 2 Hellesdon Park Road, Drayton High Road, Norwich, NR6 5DR, telephone number 01603 788967 and email sales@micross.com of the decision to cancel this Contract by a clear statement setting out the decision (preferably via a letter sent by post, fax or email). The Buyer need not give the Seller a cancellation notice in writing but in any event the Buyer must be able to show clear evidence of when the cancellation was made. 13.5 If the Buyer cancels this Contract, the Seller will reimburse to the Buyer all payments received from the Buyer, including the costs of delivering the Goods to the Buyer (except for the supplementary costs arising if the Buyer chose a type of delivery other than the least expensive type of standard delivery offered by the Seller). 13.6 The Seller may make a deduction from the reimbursement for loss in value of any Goods supplied, if the loss is the result of unnecessary handling by the Buyer (i.e. handling the Goods beyond what is necessary to establish the nature, characteristics and functioning of the Goods: e.g. it goes beyond the sort of handling that might be reasonably allowed in a shop). This is because the Buyer is liable for that loss and, if that deduction is not made, the Buyer would need to pay the Seller the amount of that loss. 13.7 If the Contract is cancelled before any Goods were supplied, the Seller will make the reimbursement without undue delay, and not later than 14 days after the day on which the Seller was informed about the decision to cancel this Contract. 13.8 If the Contract is cancelled after Goods have been supplied, the Seller will make the reimbursement without undue delay, and not later than: 13.9 The Seller will make the reimbursement using the same means of payment as the Buyer used for the initial transaction, unless the Buyer has expressly agreed otherwise; in any event, the Buyer will not incur any fees as a result of the reimbursement. 13.10 Where the Seller is supplying Services, the Buyer the right to cancel the Contract with 14 days of the date of the Contract without giving a reason by informing the Buyer in accordance with Condition 13.4. 13.11 The Seller shall not begin the supply of the Services before the end of a cancellation period provided for under Condition 13.10. Unless the Buyer has expressly confirmed in writing to the Seller that the Buyer wishes the Seller to start work for the Buyer within the cancellation period, the Buyer will not be able to start performing the Services for 14 days from the date of the Contract. 13.12 If the Buyer requests that the Seller starts the Services within the cancellation period, the Buyer acknowledges that if the Buyer subsequently cancels the Contract during the 14–day cancellation period, the Buyer shall pay for all Services provided up until the time when the Seller was informed of the Buyer’s decisions to cancel the Contract on a pro-rata basis. This will be an amount which is in proportion to what has been performed in comparison with the full coverage of the contract. 13.13 If the Service is performed fully within the cancellation period, the Buyer acknowledges that the Buyer shall lose the right to cancel the Contract and shall be required to pay for the Services in full. 14. ASSIGNMENT AND SUB-CONTRACTING 14.1 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Seller. 14.2 The Seller may assign or transfer the Contract or any part of it, and may sub-contract any or all of its obligations under the Contract to any person, firm or company. 15. FORCE MAJEURE 15.1 Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors. 16. COMMUNICATIONS 16.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier or fax. 16.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in Condition 16.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax, one Business Day after transmission. 16.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action. 17. GENERAL 17.1 Each right or remedy of the Seller under the Contract is without prejudice to any other right or remedy of the Seller whether under the Contract or not. 17.2 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. 17.3 Failure or delay by the Seller in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract. 17.4 Any waiver by the Seller of any breach of, or any default under, any provision of the Contract by the Buyer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract. 17.5 The parties to this Contract do not intend that any term of this Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it. 17.6 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.
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In the event of any conflict, such additional or different terms, conditions, and notices will prevail over these Terms of Use. Please see the applicable agreement or notice.
Conditions which apply on acceptance of order (“conditions”) The “Buyer” means Micross Components Limited whose registered office is at 2 Hellesdon Park Road, Drayton High Road, Norwich, Norfolk, NR6 5DR (company number 01803460), a company registered in England and Wales.  The “Supplier” means the person, firm, company or organisation which accepts an order from the Buyer.  An “order” means any order placed by the Buyer and accepted by the Supplier as more particularly detailed in these conditions. Official Order and Variations: 1. The Buyer will only be bound by an order if it is issued on the Buyer’s official order form and the Buyer will not recognize any variation of any order or its conditions unless such variation is approved in writing by the Buyer’s Purchasing Department. Acceptance: 2. In the absence of agreement to the contrary the execution of any order in whole or in part shall constitute acceptance by the Supplier of all prices and all of these conditions. Delivery and Ownership of Goods: 3. Delivery shall be deemed to take place at the Buyer’s premises but property in the goods shall not be deemed to pass until the Buyer has had a reasonable opportunity to inspect the goods. While on the Buyer’s premises the goods shall be deemed to be at the Buyer’s risk. Delivery shall only take place during business hours and on working days. Delays, Surpluses and Shortages: 4. Time of delivery shall be deemed to be of the essence, and without prejudice to the Buyer’s other rights the Buyer reserves the right to cancel without redress by the Supplier either the whole of the unexecuted part of any order, if unexecuted within the time specified in such order, or schedules issued against such order. Failing a delivery date being specified, the Supplier shall deliver within a reasonable time. Should the Supplier’s failure to deliver to schedule necessitate delivery by special transport, all additional carriage charges shall be for the Supplier’s account. The Buyer reserves the right to return to the Supplier at the Supplier’s cost any goods delivered in excess of quantities specified in any order, or in excess of schedules previously agreed. Quality: 5. The goods shall conform as to quantity, quality and description with the particulars stated in the order, be of sound materials and workmanship, be equal in all respects to the samples, patterns or specification provided or given by either party, be capable of any standard or performance specified in the order and be fit for any purpose which is identified to the Supplier, any purpose indicated by the Supplier, any usual purpose or any purpose for which the goods may reasonably be assumed to be used. Any services provided shall be performed using all reasonable care, skill and diligence.  6. If an order includes a requirement for any installation, erection or work of any nature to be carried out, the Supplier guarantees that the results intended to be achieved according to the order will be met. The Supplier shall take all necessary steps and precautions to ensure that such installation, erection or work is carried out safely and without risk to any person or property.  7.1 Right of Access - Supplier will grant the Company, Company’s customer, or Regulatory Authority access to their QMS, Records, Propcess Facilities and supply chain. 7.2 Records - Supplier must retain the manufacturing records for a minimum of 5 years or as defined in the contract. 7.3 Flow-down - Supplier must inform (flow-down) their supply chain of the applicable requirements as stated here in. 7.4 Traceability - Supplier shall ensure that all product to be identified by Lot/Batch code, visible on delivery note and or product label. This information should be traceable to product manufacture. 7.5 Non-conforming Product - Supplier will notify Company of any supplied product known to be non-conforming by the supplier. Liability and Insurance: 8. Without prejudice to the Supplier’s liability under any warranty or condition implied by law, the Supplier shall indemnify the Buyer against all claims, costs, losses, damages and expenses whatsoever and whether arising in contract, tort or otherwise from: 8.1 any defect in the goods whether such defect is attributable to faulty design (other than a design made, furnished or specified by the Buyer), materials or workmanship); 8.2 any infringement or alleged infringement of letters patent, patents, patent applications, registered designs or other proprietary rights by use or sale of the goods except that this indemnity shall not apply where goods are supplied by the Supplier to specification or design of the Buyer; 8.3 any defect in any installation, erection or work of any nature to be carried out by the Supplier; 8.4 any negligent act or omission by the Supplier, its employees, sub-contractors (whether authorized under clause (10) below or not) or agents.  9. Without prejudice to the Supplier’s liability under any warranty or condition implied by law, the Supplier shall indemnify the Buyer against all claims, costs, losses, damages and expenses whatsoever and whether arising in contract, tort or otherwise from: 9.1 death or personal injury caused by its negligence or the negligence of its employees, sub-contractors or agents; 9.2 fraud or fraudulent misrepresentation; or 9.3 any other liability which cannot be legally excluded or limited.  10. Subject to clause (8) above, the Buyer shall have no liability arising out of or in connection with any order (whether due to negligence, breach of contract, misrepresentation or otherwise) including without limitation: a) indirect or consequential loss; b) loss of profits; c) loss of business; d) loss of goodwill; e) loss of contract; f) loss of savings; or g) loss of opportunity.  11. The Supplier shall maintain in force a policy or policies of insurance with a reputable insurer to cover the Supplier’s actual or contingent liabilities arising out of or in connection with: 11.1 the Supplier’s fulfilment of each order; and 11.2 negligence on the part of the Supplier, its employees, sub-contractors and agents. The Supplier shall produce evidence of the terms and validity of such insurance if requested to do so. Health and Safety at Work: 12. The Supplier undertakes with the Buyer as follows: 12.1 that it has carried out all testing and examination and other work necessary to minimize and so far as is reasonably practicable eliminate any risk to health or safety resulting from use of the goods for any purpose for which they are designed or normally used; 12.2 that where conditions exist under which there will or may be any risk to health or safety the Supplier shall immediately on acceptance of this order bring such conditions to the attention of the Buyer in writing and shall provide free of cost adequate information about such conditions and the safeguards which should be observed to ensure that the goods can be transported, stored, processed and/or used safely and without risk to health. Visits to Supplier’s Premises:  13. The duly authorized representative of the Buyer and/or his customer shall be given access at reasonable times to the Supplier’s premises and shall be permitted to inspect, examine and test materials used in the manufacture of goods supplied under this order before or during their manufacture. The Supplier shall supply the results of all inspections and tests in such a form at the Buyer may require. Previous notice will be given by the Buyer of his intention to send his representative. Advertisement: 14. No order shall, without the Buyer’s consent in writing be disclosed by the Supplier to any third party or used in any way for any public announcement or advertisement. Confidentiality: 15. The Buyer may provide the Supplier with drawings, specifications, product information, pricing, customer information, proprietary information or know-how (“Confidential Information”). The Suppler agrees that it shall: 15.1 keep the Confidential Information confidential; 15.2 not make or release copies of the Confidential Information or disclose the Confidential Information to any party without the Buyer’s prior written consent; 15.3 not use the Confidential Information for any purpose except the performance of its obligations under an order; and 15.4 not use the Confidential Information to gain a commercial advantage over the Buyer.  16. The provisions of clause (14) above shall not apply to Confidential Information which: 16.1 is in or comes into the public domain other than through a breach of clause (14) above; 16.2 the Supplier can prove (to the Buyer’s reasonable satisfaction) was already known to it or was disclosed to it by a third party who was not bound by any obligations of confidentiality or secrecy; 16.3 the Supplier is obliged to disclose by any applicable law or regulation. Materials Sent: 17. The Supplier shall be responsible for any property of the Buyer, which may be issued to the Supplier in connection with an order and shall indemnify the Buyer against loss or damage to such property. The Supplier shall clearly mark all such property as the property of the Buyer and shall submit stock returns thereof as and when requested by the Buyer. Force Majeure: 18. The Buyer reserves the right to require the Supplier to suspend deliveries in the case of any strike, lockout, fire, accident or stoppage of the Buyer’s business or work beyond the reasonable control of the Buyer which prevents or hinders the use of the goods, and payments shall be postponed until such time as deliveries shall be resumed. Terms of Payment: 19. Payment terms are 60 days from delivery date unless otherwise agreed in writing between the Buyer and the Supplier. Sub-Contracting: 20. No order shall be assigned, sub-contracted or otherwise transferred either wholly or partially without the prior consent in writing of the Buyer. Special Conditions Relating to Tools and Moulds: 21. This clause (20) shall, in addition to all other terms in these conditions, apply in respect of all tools and moulds made or purchased for the manufacture of piece parts to be supplied under any and all orders. 21.1 Where an order relates to the supply of tools or moulds (“Buyer’s tools”) and where with the consent of the Buyer the Buyer’s tools are to be retained in the possession of the Supplier, the property in such tools shall be deemed to pass to the Buyer when the Buyer shall have paid for them. 21.2 Where an order provides for any contribution by the Buyer towards the cost of any tools or moulds required by the Suppler for the manufacture of piece parts to be supplied under this contract (“Supplier’s tools”) the Buyer shall have the right at his request to have the Supplier’s tools transferred to him without further payment (whereupon the property in such tools shall pass to the Buyer) if the Supplier is unable or unwilling for any reason to execute any order for piece parts of the required quality from such tools within a reasonable period and at competitive prices or being an individual or firm shall become insolvent or being a company shall go into liquidation (except for the purposes of amalgamation or reconstruction) or where any of these circumstances may, in the Supplier’s reasonable opinion, become likely to occur. 21.3 The Supplier undertakes at his own expense to keep all Buyer’s tools and Supplier’s tools in good repair and not to use them for any other customers without the Buyer’s consent in writing. 21.4 The Supplier further undertakes not to sell or dispose of or agree to dispose of any Buyer’s tools or Supplier’s tools or create or allow to be created by lien charge or other encumbrances over such tools. 21.5 For as long as any of the Buyer’s tools shall be in the Supplier’s possession, such Buyer’s tools shall be clearly marked by the Supplier as the property of the Buyer and shall be at risk of the Supplier and the Supplier shall be fully responsible for all obligations and liabilities in respect of such tools or of their operation as though the Supplier were the owner thereof and the Supplier shall replace such of the Buyer’s tools as may be lost or damaged beyond economical repair on a new-for-old basis, or shall repair such of the Buyer’s tools as may be damaged to a condition which is no less than the condition of the tools prior to their being damaged. 21.6 The Buyer shall have the right at any time on giving reasonable notice to enter upon the premises of the Supplier to inspect or make tests upon any Buyer’s tools or Supplier’s tools and, at the Buyer’s discretion, to take possession of and remove from the premises of the Supplier any tools or moulds of which the Buyer has become the owner by virtue of sub-clause 2 of this Clause (21.2). Offset of Amount Due: 22. The Buyer shall be entitled to off-set amounts owed to the Supplier with amounts due by the Supplier (and/or its subsidiaries or holding company or other subsidiaries of the same holding company as such expressions are defined by section 1159 of the Companies Act 2006) to the Buyer (and/or its subsidiaries or holding company or other subsidiaries of the same holding company as such expressions are similarly defined). Termination: 23. The Buyer shall have the right at any time by giving notice in writing to the Supplier to terminate an order forthwith if: 23.1 the Supplier commits a breach of any of the Terms & Conditions of an order; 23.2 any distress, execution or other process is levied upon any of the assets of the Supplier; 23.3 the Supplier has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any Act 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 of its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for the winding up of the Supplier or for the granting of an administration order in respect of the Supplier, or any proceedings are commenced relating to the insolvency or possible insolvency of the Supplier; or 23.4 the Supplier 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/perform any of his/its obligations under an order or any other contract between the Buyer and the Supplier, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Supplier ceases to trade; 23.5 the Supplier ceases or threatens to cease to carry on its business; 23.6 the Supplier is subject to any change in control; 23.7 the financial position of the Supplier deteriorates to such an extent that in the opinion of the Buyer the capability of the Supplier adequately to fulfil its obligations under an order has been placed in jeopardy; or 23.8 the Supplier reasonably believes that any of the circumstances listed in clauses 18.2 to 18.4 may occur.  24. The termination of an order, however arising, will be without prejudice to the rights and duties of the Buyer accrued prior to termination. Any terms that expressly or impliedly have effect after termination will continue to be enforceable notwithstanding termination.  25. The Buyer reserves the right to terminate an order at any time by giving one month’s notice in writing, in which case the Supplier will reduce the production rate of goods specified in the Buyer’s order as rapidly as possible. Goods in process of manufacture or manufactured in accordance with the Buyer’s delivery requirements may, at the option of the Buyer, either be completed and delivered and paid for or, alternatively, the Buyer may pay reasonable compensation in respect of the cost of materials and labour involved in the production of such goods up to the time of the termination of the order. Remedies: 26. Failure by the Supplier to perform any of the obligations or to meet any of the requirements of this contract shall entitle the Buyer at his option either to retain or to reject the goods without prejudice to such other rights as he may have to compensation and damages. Compliance with Obligations: 27. Failure by the Buyer to insist on the Supplier’s compliance with any of his obligations shall not be constructed as a waiver or relinquishment of the Buyers right to insist upon strict compliance with such obligations at any other time. Law: 28. The formation, existence, construction, performance, validity and all aspects of each order shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts. Headings: 29. The headings of these conditions shall not affect the construction thereof. Third Party Rights: 30. The parties do not intend that any term of any order will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it. Notices: 31. All notices between the parties about an order must be in writing and delivered by hand or sent by pre-paid registered first class post to the Buyer’s registered address or to the Supplier’s address specified on an order, respectively.  32. Communications shall be deemed to have been received if sent by pre-paid registered first class post, 2 days (excluding Saturdays, Sundays and bank and public holidays within the UK) after posting (exclusive of the day of posting) or, if delivered by hand, on the day of delivery.  33. Notices sent by email will not be valid.