Terms and Conditions

Definitions

'The Company' means Logic Displays Limited; 'the Customer' means a person, firm or company who purchases Goods from the Company; 'Contract' means any contract between the Company and the Customer for the sale and purchase of the Goods, incorporating these Conditions; 'Goods' means any goods or services agreed in the Contract to be supplied to the Customer by the Company (including any part or parts of them).

Application of Terms

a. All quotations are made, all orders accepted and all Contracts concluded on these Conditions to the exclusion of any other terms and conditions. No terms and conditions contained in the Customer's purchase order, confirmation of order, specification or other document will form part of the Contract. No variation of these Conditions and no representations about the Goods shall be valid and effective unless made in writing and signed by the Company.

b. All quotations made are applicable only to the quantities of Goods specified therein and are valid for 30 days from the date of quotation (provided that the Company has not previously withdrawn it). Each order for Goods by the Customer to the Company shall be deemed to be an offer by the Customer to purchase Goods subject to these Conditions and no Contract will come into existence until the Company dispatches an acknowledgement of order to the Customer. Verbal orders must be confirmed in writing within 48 hours.

Description of Goods

The description of the Goods shall be as set out in the quotation. All specifications, illustrations, particulars of weight and dimensions issued by the Company or contained in any brochure or price list are approximate only and do not form part of these Conditions or of any Contract entered into by the Company. The Company may vary any such specifications, illustrations, particulars of weight and dimensions at any time.

Delivery and Passing of Risk

a. Any dates and times quoted for delivery are indicative only and time for delivery shall not be made of the essence by notice. If no delivery date is specified, delivery shall be within a reasonable time. Carriage of Goods shall be charged to the Customer.

b. The Company shall not be liable for any loss (including loss of profit), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods, nor will any delay entitle the Customer to terminate the Contract unless such delay exceeds 90 days.

c. Risk in the Goods shall pass to the Customer at the time of delivery (or deemed delivery) to the Customer's premises or to any person or party authorised by the Customer to receive the Goods.

d. If for any reason the Customer will not accept delivery of the Goods when they are ready for delivery, or if the Company is unable to deliver the Goods on time through any fault of the Customer, risk in the Goods will pass to the Customer, the Goods will be deemed to have been delivered and the Company may store the Goods until delivery whereupon the Customer shall be liable for all related costs and expenses (including without limitation storage and insurance).

Non-delivery

a. The Company shall not be liable for any non-delivery of the Goods unless the Customer notifies the Company of such non-delivery within 14 days of the date that the Goods would ordinarily have been delivered.

b. Any liability of the Company for non-delivery of any Goods or for loss or damage of any Goods in transit shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.

Retention of Title

The Goods shall remain the property of the Company until payment has been received in full and in cleared funds. Until title to the Goods passes to the Customer, the Customer shall hold the Goods as bailee for the Company and shall store the Goods at no cost to the Company in such a manner as they are readily identifiable as the property of the Company.

Intellectual Property

Ownership of all intellectual property rights in any research and development and in relation to design work carried out by the Company on the instructions of the Customer or otherwise shall at all times remain with the Company unless otherwise agreed in writing.

Price and Payment

a. Unless otherwise agreed in writing by the Company the price for the Goods shall be the price set out in the Company's price list published on the date of delivery or deemed delivery.

b. The price for the Goods shall be exclusive of VAT and any costs in relation to carriage which the Customer shall pay in addition when it is due to pay for the Goods.

c. The Customer shall pay for Goods: (i) when placing an order; or (ii) where agreed in writing by the Company, within 30 days from date of invoice.

d. Time for payment shall be of the essence and no payment shall be deemed to have been received until the Company has received cleared funds.

e. The Customer shall make all payments due under the Contract without any deduction by way of set-off, counterclaim, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Customer.

f. If the Customer fails to pay the Company any sum due pursuant to the Contract the Customer will be liable to pay interest to the Company 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 (or any successor bank), accruing on a daily basis until payment is made, whether before or after any judgement. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

g. The Customer shall indemnify and keep indemnified the Company against any fees (including professional fees), costs, charges and expenses incurred by the Company in pursuing any action against the Customer (whether through the court or otherwise) in relation to any unpaid debt, where as a result of such action the Customer pays, or is compelled by any competent authority to pay, the debt or any part of it.

h. If the Customer terminates the Contract in whole or in part at any time, the Customer shall indemnify and keep indemnified the Company against any losses, damages, costs, charges, interest and expenses that the Company incurs by reason of the termination of the Contract by the Customer including without limitation loss of anticipated profits.

i. Without prejudice to Conditions (f) and (g) above, if the Company pursues a Customer in relation to any unpaid debt by passing details of the debt to its solicitors to recover the debt on the Company's behalf, the Company reserves the right to charge the Customer an administration fee of £50 plus VAT in addition to the debt owed.

Warranties

a. The Company warrants that the Goods will be of satisfactory quality and be reasonably fit for the purpose for which they are bought provided that the Customer has made known that purpose to the Company in writing and the Company has confirmed in writing that it is reasonable for the Customer to rely on the skill and judgement of the Company.

b. The Company shall not be liable for breach of any of the warranties in Condition (a) above: (i) unless the Customer gives written notice of the defect to the Company, and (if the defect is a result of damage in transit) to the carrier, within 3 days of the time when the Customer discovers the defect or ought to have discovered the defect (or where the defect is as a result of damage in transit within 3 days of delivery) and the Company is given a reasonable opportunity after receiving such notice of examining such Goods; (ii) if the Customer makes any further use of such Goods after giving such notice; (iii) if the defect arises because the Customer failed to follow the Company'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; or (iv) if the Customer alters or repairs the Goods without the written consent of the Company.

c. Subject to Condition (b) above, if any of the Goods do not conform with the warranties in Condition (a) above the Company shall at its option repair or replace such Goods (or the defective part) or refund the price of such at the pro rata Contract rate and the Company shall have no further liability for a breach of the warranties in Condition (a) above in respect of such Goods.

d. All other warranties given and representations made orally or in writing by or on behalf of the Company in relation to the Goods are excluded from the Contract.

Limitation of Liability

a. Subject to the Conditions relating to Warranties above, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of: (i) any breach of these Conditions; and (ii) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

b. 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.

c. Nothing in these Conditions excludes or limits the liability of the Company for death or personal injury caused by the Company's negligence or for fraudulent misrepresentation.

d. Subject to Conditions (b) and (c) above: (i) the Company's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise shall be limited to the price of the Goods sold (or to be sold) to the Customer under the Contract; and (ii) the Company shall not be liable to the Customer 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.

Force Majeure

The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Customer (without liability to the Customer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials. Provided that, if the event in question continues for a continuous period in excess of 180 days, the Customer shall be entitled to give notice in writing to the Company to terminate the Contract.

General

a. The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.

b. Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.

c. Failure or delay by the Company 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.

d. Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Customer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.

e. 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.

f. 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.