1.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
1.2 a reference to a party includes its personal representatives, successors or permitted assigns;
1.3 a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
1.4 any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
1.5 a reference to writing or written includes faxes and e-mails.

2.1 The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
2.4 Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Goods or illustrations or descriptions of the Services contained on the Supplier's website are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.
2.5 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.6 Any quotation given by the Supplier shall not constitute an offer, and is only valid for the Business Day on which the quote is issued, subject to stock availability
2.7 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.

3.1 The Goods are described on the Goods Specification, quotation or Order.
3.2 The Supplier reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirements.

The SUPPLIER shall be entitled:
(A) To withdraw or cancel quotation at any time without liability in respect of such cancellation for any loss to the Buyer including consequential loss howsoever arising;
(B) To refuse or delay the Supply where the Buyer’s credit or conduct of his account is unsatisfactory in the opinion of the SUPPLIER;
(C) to modify designs and specifications for Products without prior notification and withdraw Products replacing them with items of the equivalent specification.

5.1. The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Supplier reference numbers, the description and quantity of the Goods (including the code number of the Goods, where applicable), and special storage instructions.
5.2 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.
5.3. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods
5.4 Within 48 hours of completion of Delivery, the Customer is required to inspect the Goods. Within 48 hours, the Customer must notify the Supplier in the event that:
(i) Incorrect quantity of Goods have been delivered;
(ii) Incorrect Goods have been delivered;
(iii) Goods Specification has not been satisfied;
(iv) Goods in any way have visible damage upon Delivery.
5.6.If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
5.7. If the Customer fails to take or accept delivery of the Goods within three Business Days of the Supplier notifying the Customer that the Goods are ready for collection, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier’s failure to comply with its obligations under the Contract
5.8. the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
5.9. The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

The Seller shall have a general as well as a particular lien on all goods, materials or any other property of the Buyer which shall be in the possession of the Seller in respect of any unpaid account of the Buyer (whether or not in relation to the Products, materials or other property of the Buyer).

The customer acknowledges that SUPPLIER is not the manufacturer of the goods and that SUPPLIER expertise is in the sourcing of the goods only and assembling the goods.
7.1 The SUPPLIER will endeavour to ensure that the Buyer receives the benefit of any guarantee or warranty which may have been given to the Seller by a third party manufacturer.
7.2 The Buyer is responsible for instructing itself on the terms of such guarantee or warranty and ensuring that any conditions are fully complied with.
7.3 In cases where no guarantee or warranty is offered by the manufacturer or supplier, or any act of the Seller has invalidated such guarantee or warranty, if the Buyer shall notify the Seller in writing within 30 days from the date of delivery that the Products supplied by the Seller were defective, or within 7 days in the case of software, the SUPPLIER will replace or repair at their discretion the Products proved to be defective. Defective means any defect in physical workmanship of the Product and specifically to the recording media in the case of software. However, such remedy is only available to the Buyer provided that the Products shall be brought back to the Seller’s premises at the Buyer’s expense.
7.4 The Buyer must ensure that the Products are serviced, maintained and used properly and in accordance with the SUPPLIER’S recommendations (and any guarantee or warranty) and are not fitted or used with any parts, accessories or ancillary equipment other than those recommended by the Seller or stated by the Seller to be suitable.
7.5 During the warranty period set out in Clause 6.3 above, no attempt must be made by the Buyer or any third party to remedy any defect or to dismantle or otherwise tamper in any way with the Products except in accordance with specific instructions, directions and/or requests of the SUPPLIER

8.1 The risk in the Goods shall pass to BUYER on completion of delivery.
8.2 Title to the Goods shall not pass to BUYER until the earlier of:
8.2.a SUPPLIER receive payment in full (in cash or cleared funds) for the Goods and any other goods that the We have supplied to customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and
8.2.bS SUPPLIER ELLER resell the Goods, in which case title to the Goods shall pass to BUYER at the time specified in clause 8.4.
8.3 Until title to the Goods has passed to BUYER , customer shall:
8.3.a store the Goods separately from all other goods held by BUYER so that they remain readily identifiable as SUPPLIER’S property;
8.3.b not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
8.3.c maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
8.3.d notify SUPPLIER immediately if it becomes subject to any of the events listed in clause 12.1; and
8.3.e give SELLER such information relating to the Goods as SELLER require from time to time.
8.4 Subject to clause 8.5, BUYER may resell or use the Goods in the ordinary course of Your business (but not otherwise) before SUPPLIER receive payment for the Goods. However, if BUYER resell the Goods before that time:
8.4.a BUYER do so as principal and not as SUPPLIER agent; and
8.4.b title to the Goods shall pass from SUPPLIER to BUYER immediately before the time at which resale by BUYER occurs.
8.5 If before title to the Goods passes to You, You become subject to any of the events listed in clause 10.1, then, without limiting any other right or remedy SUPPLIER may have:
8.5.a BUYER right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
8.5.b SUPPLIER may at any time:
(i) require You to deliver up all Goods in Your possession that have not been resold, or irrevocably incorporated into another product; and
(ii) if You fail to do so promptly, enter any of Your premises or the premises of any third party where the Goods are stored in order to recover them.

9.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier’s published price list in force as at the date of delivery
9.2 The Supplier may, by giving notice to the Customer at any time up to 7 business days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to :
(a) any factor beyond the Supplier’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs;
(b) any request by the Customer to change the delivery date (s), quantities or types of Goods ordered, or the Specification; or
(c) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions
9.3 The price of the Goods is exclusive of the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.
9.4 The price of the Goods is exclusive of amounts in respect of value added tax (VAT). The Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods.
9.5 The Supplier may invoice the Customer for the Goods either prior to or at any time after the completion of delivery.
9.6 The Customer shall pay the invoice in full within the specified time period set out in the invoice, and in cleared funds. Payment shall be made to the bank account nominated in writing by the Supplier. Time of payment is of the essence.
9.7 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment (due date), then the Customer shall pay interest on the overdue amount at the rate of 6% per annum. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
9.8 If the Customer fails to make any payment due to the Supplier under the Contract by the due date then the Supplier may take legal action or utilise third party services to recover the debt. The costs of such legal action
or third party services will be payable by the Customer.
9.9 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part. The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.

10.1 It is up to customer to make sure that the terms of Your Order (including any applicable Specification) are accurate and complete, and that You have given Us any necessary information relating to the Goods in plenty of time to allow Us to perform the Contract in accordance with its terms. Please see the terms of the Our (“Returns Policy”) for information on the process for a conditions under which We may accept any "incorrect order" returns once a Contract has been concluded. You must comply with all the terms of the "Returns Policy" or We may not be able to accept Your returns claim.
10.2 SUPPLER may cancel or amend your Order at any time before the BUYER have accepted it following the process set out above. If you decide to cancel Your Order (or part of it) under this clause, We will refund to You as soon as possible any monies paid to Us up front for the Order (or part of it) cancelled, or send to You a credit note for the order (or part of it) cancelled if no monies have then been paid to Us but You have been invoiced for it. If Your order is amended by substituting new Goods or changing any quantities of Goods, there may be a payment difference between the amended and the original order. Any such difference must be settled as soon as possible by either You paying to Us the difference or Us repaying or crediting the difference to You, as applicable. In such circumstances, we may also charge a re-stocking fee which shall be a reasonable amount taking into account any loss suffered by Us as a result of the change in Your Order.
10.3 No order accepted by Us following the process set out above may be cancelled by You other than on the terms of the relevant sections of Our "Returns Policy" below and only if You comply with those terms in full.

11.1 Without limiting its other rights or remedies, SUPPLIER may terminate this Contract with immediate effect by giving written notice to BUYER if:
11.1.a BUYER commit a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
11.1.b BUYER take any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
11.1.cBUYER suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of Your business;
11.1.d BUYER’S financial position deteriorates to such an extent that in our reasonable opinion BUYER’S capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
11.1.e SUPPLIER have reasonable grounds to suspect BUYER of fraudulent, illegal or other improper activity in placing the order or in BUYER’S dealings generally with Us. If SUPPLIER have reasonable suspicion of illegal activity BUYER should be aware that SUPPLIER may be required to inform the relevant authorities of such activity without notice to BUYER
11.2 Without limiting our other rights or remedies, SUPPLIER may suspend provision of the Goods under the Contract or any other contract between BUYER and Us if SUPPLIER becomes subject to any of the events listed in clause 11.1.a to clause 11.1.e, or SUPPLIER reasonably believe that BUYER are about to become subject to any of them, or if BUYER fail to pay any amount due under this Contract on the due date for payment.
11.3 Without limiting its other rights or remedies, SUPPLIER may terminate the Contract with immediate effect by giving written notice to BUYER if BUYER fail to pay any amount due under the Contract on the due date for payment.
11.4 On termination of the Contract for any reason BUYER shall immediately pay to SUPPLIER all of our outstanding unpaid invoices and interest.
11.5 Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.
11.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier.
The BUYER acknowledges that, in respect of any third party Intellectual Property Rights in the Services, the BUYERS use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the BUYER.
All Supplier Materials are the exclusive property of the Supplier.

The information contained in our emails are intended for the person to whom it is addressed and may contain confidential and/or privileged information - You should not copy, retain, forward, or disclose its contents to any one else, or take any action based upon it, if is not addressed to you personally - If you have received an email in error please contact the sender immediately. Our emails have been virus checked and we recommend that you undertake a similar check before opening attachments - Intec Microsystems Ltd does not accept any responsibility for damage of any nature caused to any computer system as a result of receipt or use of this email.

All costs quoted are exclusive of VAT - Costs are subject to change in line with vendor pricing - All stock availability is subject to confirmation at time and date of order - Errors & Omissions Excepted – Promotional pricing is only applicable during the promotion period specified by HP or other vendors - For full details please contact your account manager.

15.1Nothing in these Conditions shall limit or exclude our ability for: death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); fraud or fraudulent misrepresentation; breach of the terms implied by section 12 of the Sale of Goods Act 1979; or defective products under the Consumer Protection Act 1987; or any matter in respect of which it would be unlawful for Us to exclude or restrict liability. Subject to clause 15.1: a. SUPPLIER shall under no circumstances whatsoever be liable to BUYER, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and Our total liability to customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods.

The SUPPLIER shall be under no liability for any delay or failure of the Products to perform in the event that the manufacture, supply or delivery of the Products is prevented or delayed by any act or circumstances beyond the Seller’s reasonable control including, but not limited to Act of God, act of terrorism, legislation, war, fire, drought, failure of power supply, lock-out, strike or other action taken by employees in contemplation or furtherance of a trade dispute or owing to any inability to procure materials required for the performance of the Contract.

The Buyer agrees not to approach or employ the SUPPLIERS personnel to work for them in any capacity for a minimum period of six months after such personnel leave the employment of the Seller except with the express written permission of the Seller. In the event that the Buyer engages any of the Seller’s personnel, the Buyer shall pay an introduction fee of 26 weeks, or the equivalent, of the engaged person’s remuneration.

18.1 Assignment and other dealings.
(a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.
(b) The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
18.2 Notices.
(a) Any notice or other communication given to a party under or in connection with this 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 or sent by prepaid first-class post or other next working day delivery service, or by commercial courier, fax or e-mail.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address 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 by fax or e-mail, one Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action
18.3 Severance.
(a) If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
(b) If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
18.4 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
18.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
18.6 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
18.7 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by a Director of the Supplier.
18.8 Governing law. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
18.9 Jurisdiction Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).