The following conditions shall be deemed to be incorporated in all agreements from time to time entered into between POLYSOLAR and the Purchaser which provide for the sale of any goods by POLYSOLAR  to the Purchaser and these conditions shall apply in place of and prevail over any other terms or conditions of the Purchaser which may have been introduced or otherwise referred to during the preceding negotiations or in the Purchaser’s order unless otherwise specifically agreed to in writing by POLYSOLAR and any purported provisions to the contrary are hereby excluded.

1. General

a) In these conditions “Polysolar” means Polysolar Limited, “Order Acknowledgement” means POLYSOLAR’s order acknowledgement, “the Purchaser” means the person, firm or company named as the Purchaser in the Order acknowledgement and “the Goods” means the goods which are the subject of the Order Acknowledgement including all instruction leaflets, manuals, drawings, illustrations and specifications provided by POLYSOLAR  to the Purchaser. The agreements, warranties, conditions, representations and other terms set out in the Order Acknowledgement and in these Conditions are together referred to in these conditions “the Agreement for Sale”.

b) The Agreement for Sale represents the complete agreement between POLYSOLAR and the Purchaser with regard to the Goods and contains all agreements, warranties, conditions, representations and other terms agreed, made or relied upon by either party in connection with the Goods. No amendment or addition to the Agreement for Sale shall be binding on the Seller unless agreed in writing by an authorised representative of the Seller.

2. Scope and Object of POLYSOLAR’s Obligations

No offer, obligation or agreement relating to the sales of the Goods is binding on POLYSOLAR  unless set out in the Agreement for Sale or in an amendment or addition thereto duly agreed in writing by POLYSOLAR.

3. Changes in Dimensions

Where any Goods are manufactured to meet specified dimensions ordered by the Purchaser, such dimensions may not be changed, except where POLYSOLAR agree in writing to such changes.

4. Prices

Unless otherwise agreed in the quotation prices are ex-works, including packaging. Prices are quoted in Pounds Sterling. The prices contained in the POLYSOLAR  price list or quotation are valid at the time of delivery. Unless otherwise specified VAT or any other tax or duty payable by POLYSOLAR shall be added to the price.

5. Delivery

Any period or date for delivery stated in the Agreement for Sale is intended as an estimate only and is not a contractual commitment and POLYSOLAR shall not be liable for any damages or losses arising out of any delay. POLYSOLAR shall have no liability in respect of any failure or delay in fulfilling any of its obligations to the extent that fulfilment is prevented, frustrated, impede and/or delayed as a consequence of any circumstance or event beyond POLYSOLAR’s reasonable control including without prejudice to the generality of the foregoing any strikes, lock-outs or trade disputes whether involving POLYSOLAR’s employees or others, fire, explosion, accident, breakdown of plant or machinery, war, delay or cancellation of deliveries or provisions of services by third parties or shortages of materials or ACT of God. POLYSOLAR may deliver the goods in one or more instalments.

Possible expenses arising in connection with testing and acceptance shall be borne by the Purchaser. Goods in respect of which a deferred delivery or part delivery has been agreed by POLYSOLAR (unless otherwise agreed in writing) must be accepted or collected within three months of the date of order or within four weeks of the agreed delivery date. Where a delivery date has been agreed and where this is being deferred by the Purchaser POLYSOLAR shall be entitled to demand payment in the amount of the work completed or, respectively to the value of the Goods made available. As regards the delivery of the goods deviations of up to 10% regarding weights, numbers and dimensions shall be permissible and this shall apply to the entire quantity as well as to individual part deliveries.

6. Return of Goods

Where POLYSOLAR voluntarily take Goods back a handling charge of 30% of the invoiced amount will be charged. POLYSOLAR  also reserves the right to charge for reduction in the value of the stock returned. The Purchaser shall have the right to prove that the damages incurred due to return of Goods and the loss in value of the Goods returned are essentially lower than the amount claimed by POLYSOLAR. In principle, POLYSOLAR will not accept the return of Goods specifically produced or acquired for the Purchaser. Any decision to accept the return of Goods shall be entirely at the discretion of POLYSOLAR.

7. Transfer of Risk and Despatch

Except where otherwise agreed, the risk shall pass to the Purchaser when the Goods leave POLYSOLAR’S premises or store. Where the delivery or despatch is delayed through the fault of the Purchaser, the risk shall pass to the Purchaser when the Goods are available for delivery. Discrepancies from the despatch note or invoice are to be advised to POLYSOLAR without delay in writing.

8. Packaging

The type of packaging will be determined by POLYSOLAR.

9. Terms of Payment

Payment for Goods delivered shall be made in full in Pounds Sterling without deduction within 30 days from the date of invoice which may be issued at any time after the goods are ready for despatch from POLYSOLAR’s works. Payment should be made by electronic payment and any other method shall require specific written agreement. Pure job orders shall be payable immediately net cash, as shall be the cost of tools. POLYSOLAR reserve the right to demand payment in advance, down payments or payments on account. The Purchaser shall not under any circumstances be entitled to defer payment or set-off any claim or counterclaim against monies due to POLYSOLAR whether such claim or counterclaim shall relate to the Agreement for Sale or any other contract with POLYSOLAR and the Purchaser hereby waives all rights of set-off whether at law or in equity. The Purchaser shall have no claims in respect of late submission of invoices. Unless otherwise agreed in writing by POLYSOLAR if payment for the Goods is made by cheque or bill of exchange, the Purchaser shall not have fulfilled its payment obligation until POLYSOLAR is in receipt of cleared funds. The discountability will also be a condition for the acceptance of any bills of exchange. Any costs arising in connection with bills shall be borne by the Purchaser in every event. In the event of any payment becoming overdue and without prejudice to any other right POLYSOLAR may have, POLYSOLAR shall be entitled to charge interest at the rate of 8% over the Bank of England base rate to run from the due date of payment thereof until receipt by POLYSOLAR of the full amount whether before or after judgement. No notice of default shall be required for the right to charge interest to arise. Where payment of an invoice becomes overdue or where facts become known which are liable to diminish the creditworthiness of the Purchaser, all claims and bills shall become due immediately regardless of payment dates or due dates agreed. POLYSOLAR shall be entitled to rescind Agreement for Sale or to supply outstanding deliveries only against security and/or claim damages for non-performance, if during the time of delivery a marked deterioration in the financial affairs of the Purchaser occurs and also where the Purchaser is unable to fulfil his financial obligations or seizures or other executions are levied against him or where court summonses voluntary liquidation or receivership are imminent.

10. Warranties

a) The specific details of the warranty are contained within the LIMITED WARRANTY STATEMENT for each product line.

b) Complaints regarding defective goods will only be taken into account if notified in writing as soon as possible and in any event within 7 days of the receipt of Goods, unless the defect could not have been discovered even on careful examination. If a complaint proves to be justified, POLYSOLAR will supply a replacement free of charge and freight paid to the original place of delivery. The defective Goods shall be returned before delivery of the replacement. Only the defective components will be replaced, not the entire manufactured Goods.

c) POLYSOLAR shall not be liable under the LIMITED WARRANTY STATEMENT  insofar as defects can be attributed to instructions of the Purchaser, a third party acting on his behalf, the further processing and/or mounting of the Goods delivered by POLYSOLAR, the condition of the building concerned or other causes which are not exclusively due to the Goods delivered by POLYSOLAR. POLYSOLAR shall be under no obligation whatsoever to repair, replace or make good any loss wear and tear, accident, abnormal conditions of storage or use or any act, neglect or default of the Purchaser or any third party or incorrect information supplied by the Buyer as to the Goods operating conditions. The Purchaser shall maintain the delivered goods at his own expense.

Save as provided in the LIMITED WARRANTY STATEMENT set out above, POLYSOLAR shall be under no liability to the Purchaser for any damages or losses direct or indirect resulting from defects in design, materials or workmanship or from any act or default of POLYSOLAR, whether negligent or otherwise. POLYSOLAR shall have no liability for indirect or consequential losses or expenses suffered by the Purchaser, however caused, including but not limited to loss of anticipated profits, goodwill, reputation, business receipts or contracts, or losses or expenses resulting from third party claims.

Subject to Condition 13 POLYSOLAR’s aggregate liability to the Purchaser whether for negligence, breach of contract, misrepresentation or otherwise, shall in no circumstances exceed 100% of the cost of the goods which give rise to such liability in respect of any occurrence or series of occurrences.

11. Reservation of Title/Passing of Property

a) Goods shall remain the property of POLYSOLAR as legal and equitable owner and no property in or title to the Goods shall pass to the Purchaser until all sums due from the Purchaser to POLYSOLAR have been paid in full whether in respect of such goods or due to any other future demands for delivery of goods or services. POLYSOLAR are entitled to view any Goods to which it has title, wherever they may be located. Until payment in full, the Purchaser shall store the Goods in such a way to enable them to be identified as the property of POLYSOLAR and shall not encumber the Goods. Further the Purchaser shall not sell the Goods (except in the normal course of business).  Failure to pay the price for the Goods when due shall without prejudice to any other remedies POLYSOLAR may have, entitle POLYSOLAR to repossess the goods or so much thereof as POLYSOLAR may determine from any premises where they may be. For the purpose of repossessing the Goods or any part thereof the Purchaser hereby grants an irrevocable license to POLYSOLAR, its employees or agents to enter upon such premises and the Purchaser shall pay to POLYSOLAR the cost or removal and transport for the Goods or any part thereof.

b) Prior to the passing of title in the Goods in accordance with this Condition 11, the Purchaser is not entitled to pledge the Goods to a third party. The transfer to a factoring company requires POLYSOLAR’s prior written agreement, which shall be subject to charges. Seizures of the reserved Goods must be notified to POLYSOLAR without delay enclosing the Seizure Notice (copy) so that the necessary legal steps can be taken. Costs incurred shall be borne by the Purchaser. The Purchaser shall not have right to title of any partly paid machinery, these remain POLYSOLAR’s property.

c) If notwithstanding the restrictions contained in this Condition 11, the Purchaser sells and delivers the Goods, or a product produced with the Goods in which property remains with POLYSOLAR to any third party, it shall do so as POLYSOLAR’s  agent (but as principal vis-à-vis any third party), in a fiduciary capacity and for the account of POLYSOLAR and the entire proceeds of sale shall be held in trust for POLYSOLAR and shall not be mingled with any other monies and shall at all times be identifiable as POLYSOLAR’s monies. The Purchaser shall upon request assign to POLYSOLAR the legal title of any right against any third party arising out of such sale and the beneficial interest of which is POLYSOLAR’s. The Purchaser will be entitled to receive from POLYSOLAR by way of commission the excess of the proceeds of sale over the amounts due to POLYSOLAR from the Purchaser.

12. Intellectual Property Rights

Polysolar owns and will remain the owner of all intellectual property rights relating to the Goods. All drawings, plans, illustrations and specifications submitted by POLYSOLAR to the Purchaser remain the property of POLYSOLAR and must not be communicated to any third party without the prior written consent of POLYSOLAR.

13. Statutory Liability

Nothing in these conditions shall be interpreted as excluding or restricting any legal liability of POLYSOLAR for death or personal injury resulting from the negligence of POLYSOLAR, its employees, agent or sub-contractors or restricting any of POLYSOLAR’s legal obligations arising under section 12 of the Sale of Goods Act 1979 or under Section 2 of the Consumer Protection Act 1987.

14. General

The Purchaser’s rights under the Agreement for Sale shall not be transferable. The rights of POLYSOLAR shall not be prejudiced or restricted by any indulgence or forbearance extended to the Purchaser and no waiver of any breach shall operate as a waiver of any subsequent breach. The headings of these Conditions do not form part of these Conditions and shall not affect the interpretation thereof. If any of these Conditions or any part thereof is held to be invalid for any purpose it shall for that purpose be deemed to have been omitted but shall not prejudice the effectiveness of the rest of these Conditions.

15. Dispute Resolution

a) All disputes arising in relation to the goods or the Agreement for Sale may in the first instance be referred to the respective contract managers of the parties who shall attempt to resolve the dispute within 30 days.

b) If the dispute has not been resolved within 30 days the dispute may  be referred to senior officers for each party who shall meet and attempt to settle the dispute between themselves acting in good faith within a further 60 days.

c) If such officers fail to resolve the dispute within the 60 day period referred to in clause 16b) above, either party may refer the dispute to mediation.  Any reference to mediation shall be made in accordance with the procedures of the Centre for Effective Dispute Resolution (CEDR).  A single mediator will be appointed by the parties but if they are unable to agree upon the identity of the mediator, the mediator will be appointed by CEDR on the application of either party.  The mediation will be conducted in English in Cambridge. 16d) Either party may issue formal legal proceedings at any time whether or not the steps referred to in clauses 16a), b) and c) have been completed.

16. Law and Jurisdictions

The Agreement for Sale shall be governed by and construed in accordance with English Law and each party agrees to submit to the exclusive jurisdiction of the English Courts as regards any claim or matter arising under the Agreement for sale.