TERMS & CONDITIONS OF SALE

1. Definitions

   1. "the Seller" means Windmill Computing Limited;
   2. "the Buyer" is the person, firm or company ordering the Goods or the Services from the Seller;
   3. "Goods" are all and any of the products or articles to be sold or supplied by the Seller to the Buyer pursuant to any relevant order of the Buyer.
   4. "Services" are all and any of the services including (without limitation) installation and other work in respect of the Goods to be provided by the Seller to the Buyer pursuant to any relevant order of the Buyer.
   5. "the Contract" means the Contract for sales and purchase of the Goods and/or the Services made between the Seller and the Buyer to which the Conditions apply.

2. Application

   These Conditions shall prevail over any inconsistent terms or conditions referred to in the Buyer's order or in correspondence or elsewhere and any conditions or stipulations to the contrary are hereby excluded and extinguished. No variation or waiver of or addition to the Contract shall be binding unless expressly agreed or confirmed in writing by the Seller.

3. Quotations and Orders

   1. Quotations, unless otherwise stipulated in the order, will be valid for a period of 30 days from date of issue.
   2. All quotations and contracts made by the Seller incorporate these conditions as far as the same are not varied by any special terms or conditions agreed in writing between the parties and any terms and conditions in the Buyer's order which are inconsistent with these conditions shall have no effect. Notwithstanding anything contained in the Buyer's order, no contract shall come into existence until such order has been accepted by an acknowledgement in writing by the Seller or dispatch of goods or provision of services, whichever comes first. Any order for goods or services shall be made in writing and an order placed by the Buyer whether or not in response to a quotation of the Seller shall constitute an offer made to the Seller subject to the Conditions.

4. Installation

   1. In any case where the Contract requires the Seller to install the Goods in or on the premises of the Buyer, the Buyer shall afford the Seller's personnel access to such premises at all reasonable times, shall provide a clean and safe work area, and shall appoint a suitably competent employee to liaise with the Seller's personnel.
   2. It is the Buyer's responsibility to ensure that any equipment requiring installation by the Seller is positioned in its designated operating location prior to installation. The location should be such as to allow safe access to all parts of the equipment for installation and maintenance purposes.
   3. It is the Buyer's responsibility to ensure safe and adequate electrical power supplies, appropriate weight bearing conditions, and other facilities necessary or conducive to the proper execution of the work.
   4. The work carried out by the Seller will be in accordance with the specification accepted by the Buyer. Any variations or additions shall be in the form of orders subject to Condition.
   5. The installation shall be deemed to be complete when the Seller is in a position to commission the installation notwithstanding any work still outstanding by the Buyer or third parties.

5. Prices

   1. Unless otherwise stipulated in the order, the prices payable for the Goods and Services shall be the Seller's prices ruling at the date of acceptance of order.
   2. All prices are exclusive of VAT, which shall be added (if applicable) at the rate in force at the time of dispatch.

6. Payment

   1. Unless otherwise stipulated in the Contract, payment of the price shall be made in cash, or by letter of credit, or other means specified by the Seller, on the placing of the Buyer's order, or in any case where the Seller has granted credit facilities to the Buyer, within 30 days from the date of the Seller's invoice (or, in the case of any of the Goods returned within 7 days of delivery in accordance with Condition 12 and found to be defective, from the date of re-delivery to the Buyer).
   2. The Buyer shall in no circumstances be entitled to make any deduction from the price payable by way of setoff or otherwise in respect of any claim or counter-claim which it may have against the Seller.
   3. If the Buyer shall default in payment of the price on the due date, without prejudice to any other of the Seller's rights, interest shall accrue thereafter from day to day (as well before as after judgement) on any sums outstanding until payment is made, at an annual rate of 4% above the Lloyd's TSB Bank PLC base rate for the time being in force.
   4. If the Buyer shall default in payment of the price on the due date or if the Seller has any other reason for believing the Buyer's credit standing to be impaired the Seller shall, without prejudice to any other of its rights, have the right to:
      1. Demand forthwith payment for all Goods delivered or Services provided to the Buyer which the supplier has not paid for whether or not any such payment is due; and/or
      2. To provision of the Goods and the Services and any other Goods and Services which were to withhold delivery or have been supplied or provided by it to the Buyer until such payment is made in full, and/or
      3. To supply the Goods and the Services and any such other Goods and Services on a cash-on-delivery of cash-in-advance basis or to require the Buyer to provide security for future payments in a manner and amount satisfactory to the Seller.

7. Delivery and Risk

   1. In any case where the Contract provides that the Goods are sold Ex Works, CIF, FOB or FOB Airport or on the basis of any other relevant trade term the meaning of such term contained in ICE Incoterms (1980) shall apply as it expressly incorporated in the Contract to the extent that it is not inconsistent with any of the Conditions.
   2. Dispatch due dates are approximate only and whilst it will use its best endeavours to adhere to such dates the Seller shall be under no liability for any loss, injury. Damage or expense consequent upon any delay in delivery from whatever cause including (without limitation) the Seller's negligence. Delay shall not entitle the Buyer to cancel any order or to refuse to accept delivery of all or any of the Goods or all or any other Goods to be supplied by the Seller to the Buyer.
   3. The Seller shall at its own discretion be entitled to store at the risk of the Buyer any Goods which the Buyer refuses or fails to accept or which the Seller is, otherwise than as a result of its own default, unable to deliver and the Buyer shall in addition to the invoice price pay all costs and expenses of such storage and any additional costs of carriage incurred as a result of such refusal or failure of the Buyer or inability of the Seller. The Goods shall for all purposes be deemed to have been delivered to the Buyer on the date of the first attempted delivery thereof and shall be invoiced to the Buyer accordingly.
   4. The risk in the Goods shall pass to the Buyer on their delivery by the Seller in accordance with paragraph (a) of this Condition or to the Buyer's carrier or other agent.

8. Title

   1. Title to the Goods shall pass to the Buyer when (i) the Goods and (ii) all other Goods the subject of any other Contract between the Seller and the Buyer which, at the time of payment of the full price of the Goods under the Contract, have been delivered to the Buyer but not paid for in full, have been paid for in full.
   2. Until title to the Goods has passed to the Buyer in accordance with paragraph (a) above or (if appropriate) the Seller shall have installed the Goods in or on the premises of the Buyer (whichever shall first occur) the Buyer shall so far as practicable keep the Goods separate from other goods on its premises and to as to be readily identifiable as Goods of the Seller, shall on all occasions when the ownership of the Goods is relevant make clear to third parties that the same are the property of the Seller, and shall not resell or create any mortgage, charge or other encumbrance over the Goods. If the Buyer shall default in payment of the price or any part thereof on the due date, if a receiver is appointed over all or any part of its assets or undertaking, or a winding up order is made against it, or it enters into voluntary liquidation (otherwise than for the purpose of reconstruction or amalgamation) or calls a meeting of or makes any arrangement or composition with its creditors or commits an act of bankruptcy, or if the Seller has any other reason for believing the Buyer's credit standing to be impaired, the Buyer shall immediately place the Goods at the Seller's disposal. At the same time the Seller shall without prejudice to any other of its rights, be entitled to enter the Buyer's premises and do all other things necessary to remove the Goods without incurring any liability for damage caused in so doing and the Buyer shall afford the Seller all reasonable assistance to locate and take possession of the Goods. Nothing in this Condition confers or is intended to confer on the Seller any rights in or over any of the Goods other than the Goods as supplied by the Seller and which have not been used or mixed with or embodied in other products in any way.

9. Missing Goods

   If the Goods are not received within 5 working days of the date of the corresponding invoice the Buyer shaft give immediate notice to the Seller. If no such notice is given it shall be deemed that the Goods have been delivered in accordance with the Contract.

10. Cancellation

    The Buyer shall not be entitled to cancel the Contract or any part thereof without the agreement in writing of the Seller. If the Seller so agrees the Buyer shall pay a cancellation charge of 15% of the invoice value of the Goods the supply of which is cancelled and in addition, in the case of Goods which are manufactured in accordance with any special designs, instructions or requirements supplied by the Buyer, shall pay the Seller such sum as the Seller shall consider reasonable as reimbursement for the costs and expenses of all labour, tools and materials employed, undertaken or acquired in connection with such manufacture.

11. Force Majeure

    The Seller shall not be liable to the Buyer for any loss or damage which may be suffered by the Buyer as a direct or indirect result of the supply of the goods or Services by the Seller being directly or indirectly prevented hindered or delayed by reason of any circumstances outside the control of the Seller and affecting the provision of all or any part of the Goods by the Seller's usual source of supply or the delivery of the Goods by the Seller's normal route or means of delivery or the provision of all or any part of the Services by the Seller's usual means, or other circumstances whatsoever, including (without limitation) any act of God, war, riot, strike, lockout, trade dispute or labour disturbance, accident breakdown of plant or machinery, failure or shortage of power supplies, fire, flood, drought, explosion, difficulty in obtaining workmen, materials or transport, refusal of any licence or permit or any order, sanction or request of any government or government authority. In the event of any such c

12. Warranty, Liability and Indemnity

    1. The Seller warrants that the Goods shall for a period of 12 months be free from defects in workmanship and materials. Where relevant an engineer will attend site within 24 hours of the fault being reported. The warranty period shall commence from the date of commissioning for systems installed by the seller and from the date of despatch to the Buyer for all other Goods. In order to fulfill its obligations under this section the Seller may:
       1. Replace the Goods found by the Seller in its sole judgement not to conform to the warranty: or
       2. Take such steps, as the Seller deems necessary to bring the Goods into a state where they are free from such defects. PROVIDED THAT:-
          1. The liability of the Seller in respect of any of the Goods shall in no event exceed the price of such Goods;
          2. Performance of either of the above options (as limited by (a) above) shall constitute an entire discharge of the Seller's liability under the warranty. The foregoing warranty is conditional upon:-
             1. The Seller receiving from the Buyer within 7days of the date of discovery of defects notice of the alleged defect, the serial number of the allegedly defective Goods and their date of delivery;
             2. The Buyer affording the Seller reasonable opportunity to inspect the allegedly defective Goods or, at the Seller's request and in accordance with its shipping instructions, returning them to the Seller's nominated works, suitably packed and carriage pre-paid, for inspection;
             3. The Buyer not having, without the consent of the Seller, made any changes to the Goods or combined them with any other goods or software;
             4. The Buyer using and maintaining the Goods properly and carefully in accordance with any instructions or recommendations of the Seller;
             5. The Buyer making no further use of the allegedly defective Goods after the time at which the Buyer discovers or ought to have discovered that defect.
    2. If it is found in the Seller's sole judgement that the alleged defect is not covered by the terms of the foregoing warranty or if the warranty claim is made outside the relevant warranty period or notice of the alleged defect is given outside the said notice period the Seller shall so inform the Buyer and the Buyer shall have the option to have the Goods repaired or replaced nonetheless, in which event the Buyer shaft pay the cost of repair or replacement of the Goods at the Seller's then current rates (unless a Maintenance Contract is in force covering the Goods concerned in which case the terms of the Maintenance Contract apply.) and all costs of carriage of such Goods to and from the Buyer's premises.
    3. The Seller warrants that it will exercise reasonable skill and care in providing the Services.
    4. Save as provided in Conditions 12 (a) and (c) the Seller shall have no liability to the Buyer (except in respect of death or personal injury resulting from negligence) in respect of any defect in the Goods or in the provision of the Services or other breach of Contract of whatsoever nature of other default or negligence on the part of the Seller and all conditions, warranties or other terms, whether express or implied, in relation to the Goods and the Services, their quality, standard and fitness for any purpose are hereby excluded. Without limiting the foregoing:-
       1. The Seller shall not be liable in respect of any loss or damage whatsoever arising from the claim of any person against the Buyer nor for any loss of profits, loss of business, economic loss or other consequential loss or damage suffered by the Buyer,
       2. All recommendations and advice given by or on behalf of the Seller to the Buyer as to methods of storing, using or operating the Goods, the purposes to which the Goods may be applied and the suitability of the Goods for use in connection with any other equipment are given without liability on the part of the Seller:
       3. All drawings, photographs, illustrations, specifications, performance data, dimensions and the like contained in any literature or other material supplied by the Seller under or in connection with the Contract or otherwise communicated to the Buyer are provided or made by the Seller in the belief that they are as accurate as reasonably possible, but they do not constitute a description of the Goods, nor shall they be taken as representations by the Seller nor are they warranted to be accurate;
       4. The Buyer shall indemnify the Seller in respect of all damage or injury caused to the property and personnel of the Seller or any other person, firm or company (including all costs and expenses associated therewith) caused by the act or omission (negligent or otherwise) of the Buyer, its employees, agents, or sub-contractors in connection with the Contract.

13. Patent Infringement

    1. In the event of any claim being made or action threatened or brought against the Buyer in respect of any infringement of any patent or other intellectual properly right of any third party as a result of the sale, importation or use of the Goods it shall be a condition of any liability which the Seller may have to the Buyer with regard there to that the Buyer shall give to the Seller the earliest possible notice thereof and shall permit the Seller at the Seller's expense to conduct any litigation which may ensue and to undertake all negotiations for settlement thereof. The Buyer shall not make, and the Seller shall not, without its prior consent in writing be bound by any settlement or compromise of any such claim or action It shall be a further condition of any such liability that the Buyer shall not have made any changes to the Goods or combined them with any other goods or software, whether or not the Seller shall have consented to such change or combination.
    2. The Buyer warrants that any instructions or designs furnished or given by it to the Seller in connection with the Contract shall not be such as will cause the Seller in performing the Contract to infringe any intellectual property or other right and the Buyer shall indemnity the Seller in respect of any loss or damage whatsoever arising from any claim of any person against the Seller in respect of the manufacture of the Goods in compliance with such instructions or designs or the sale, importation or use of the Goods so manufactured.

14. Software Licence

    Any software whether on tape, disk or other reproductive medium or device supplied as pan of or in connection with the Goods is supplied by way of the Seller's non-exclusive licence to the Buyer to use such software only in or in respect of the Goods. In this connection the Buyer shall at the Seller's request execute and deliver such licence-to-use agreements as are appropriate to such software in such form as the Seller shall require.

15. Card imaging

    1. Although the greatest possible care is taken in the choice of material and inks used in the manufacture of our products their suitability for specific use must be detailed by the Customer and unless specifically agreed in writing by the Company, no warranty or condition is given or shall be implied that the goods supplied are suitable for the purposes for which they are bought.
    2. Customer's alterations on and after first proof, including alterations in style will be charged extra ad valorem In no circumstances can responsibility be accepted for any errors and/or omissions not corrected by the Customer at proof stage and which are subsequently carried forward to the production.
    3. Customer's property when supplied will be held entirely at Customer's risk, as regards fire, or other unforeseen damage. Every care will be taken to get the best results when the Customer supplies materials and/or tools but responsibility will not be accepted for imperfect work caused by defects in or unsuitability of materials and/or tools so supplied.
    4. No responsibility will be accepted for the quantity of prints received from the Customer or their Agents, unless they are packed in equal packets of stated quantity accompanied by advice notes. No responsibility for quality of prints supplied by the Customer or their Agents will be accepted. All prints so supplied will be processed and charged for. The Customer supplies their own prints; overs of 10% or an agreed quantity, packed and marked separately must be supplied for the Company to supply within 10% of the ordered quantity.
    5. Where the Customer supplies prints bearing serial numbers or different addresses etc, every effort will be made to keep these in order, but the Company will not accept any responsibility to do this. Collation may be undertaken subject to separate estimate.
    6. Credit Card/Security Cards, where applicable, cards are supplied generally in accordance with ISO standards (ISO 7810, 7811, 7813 & 7816) prior to embossing. The Company cannot accept liability for imprinting performance when cards have been embossed on users/embossing bureau equipment where this is beyond our control. Security cards will be despatched via registered post or security carrier at Customer's cost.

16. Confidentiality

    The Buyer shall keep and shall procure that its directors, employees and agents shall keep confidential. Shall use only in connection with the Goods and shall not copy or alter or part with possession of or disclose to any other person, firm or company any drawings, descriptions. Parts lists and other technical or promotional material which is properly to be regarded as confidential to the Seller and which is supplied by the Seller or acquired by the Buyer in connection with the Contract.

17. Marking

    The Buyer shall not erase, remove, cover, deface or alter any trade mark or copyright notice, guarantee or other statement or marking affixed or applied by the Seller on or to either the Goods or any technical or promotional material relating to the Goods.

18. Assignment

    The Contract is personal to the Buyer who shall have no right to assign or delegate all or any of its rights and obligations hereunder.

19. Waiver

    Failure on the part of the Seller to exercise or enforce any right conferred by the Contract shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof or of any other right on any later occasion.

20. Notices

    Any notice to be given hereunder shall be given by sending the same in a pre-paid registered letter or by to the principal place of business of relevant party or to such other address as such party may have notified to the other for the purposes hereof. Any notice sent by post shall be deemed (in the absence of evidence of earlier receipt) to have been served 2 days after despatch.

21. Laws and Jurisdiction

    The Contract shall be governed by and construed and interpreted in accordance with English law. The Seller and the Buyer submit to the exclusive jurisdiction of the English courts in respect of any dispute arising out of or in connection with the Contract.