1.0 DEFINITIONS AND SCOPE

1.1 In these Terms and Conditions references to DC Voltage Gradient Technology and Supply (DCVG Ltd.) and to the Customer are to any person, firm, company, public authority or agency with whom DC Voltage Gradient Technology and Supply Ltd enters into a sale or hire contract.

1.2 These Terms and Conditions shall apply to all orders placed with DC Voltage Gradient Technology and Supply Ltd. for the sale or hire of goods. Unless expressly agreed in writing signed by a duly authorized signatory of DC Voltage Gradient Technology and Supply Ltd. these Terms and Conditions shall prevail over any inconsistent terms, communication or other form of contract. No order shall be binding until DC Voltage Gradient Technology and Supply Ltd has accepted it under the Terms and Conditions set out in this document.

2.0 PRICES

2.1 Unless DC Voltage Gradient Technology and Supply Ltd. states otherwise in writing, the price for the sale or hire of goods shall be DC Voltage Gradient Technology and Supply Ltd’s list price for the sale or hire of those goods at the date of dispatch and DC Voltage Gradient Technology and Supply Ltd. may vary the list price after the date of the order to reflect any increase in costs.

2.2 Unless DC Voltage Gradient Technology and Supply Ltd. states otherwise in writing, all prices are exclusive of value added tax, duties, tariffs, levies, carriage, insurance, freight and any special packing requirements. At the Customer’s request and expense DC Voltage Gradient Technology and Supply Ltd. may as agent of the Customer, arrange carriage of the goods at the Customers expense.

2.3 Firm written quotations issued by DC Voltage Gradient Technology and Supply Ltd. are valid for orders received by DC Voltage Gradient Technology and Supply Ltd. within 90 days of the quotation date unless otherwise stated.

3.0 PAYMENT

3.1 Unless DC Voltage Gradient Technology and Supply Ltd. states otherwise in writing, all payments shall be paid in Advance of Manufacturing and shall be due in Sterling, Euro or US Dollars in Cash, Bank Transfers or by credit card. Only small orders such as recalibrations or repairs will be accepted on credit terms of 30 days and only from regular customers and these invoices shall be paid by the Customer without any set-off, deduction or counterclaim.

3.2 DC Voltage Gradient Technology and Supply Ltd reserves the right to change payment conditions and always insist upon all payments for goods to be made prior to dispatch of the goods from the premises of DC Voltage Gradient Technology and Supply Ltd.

3.3 If the customer fails to pay any sum due to DC Voltage Gradient Technology and Supply Ltd with an Order or on any account due date, DC Voltage Gradient Technology and Supply Ltd. may in addition to any other right suspend performance of its obligations under any or all contracts with the Customer and / or charge interest (before and after any judgment) on any overdue payment at the rate of 2% above the annual base lending rate of Barclays Bank compounded quarterly from the due date until payment is made in full. The Customer shall indemnify DC Voltage Gradient Technology and Supply Ltd. in full against all fees, costs and expenses incurred in collecting any sum payable to DC Voltage Gradient Technology and Supply Ltd.

3.4 The Customer may not cancel any Sales Order.

4.0 DELIVERY

4.1 All times and dates for dispatch or delivery of goods are estimates only given in good faith but without liability on the part of DC Voltage Gradient Technology and Supply Ltd. The delivery date of any specialized equipment developed on behalf of a client shall be subject to periodic review. Time of dispatch or delivery is not of the essence.

4.2 Unless agreed otherwise in writing, DC Voltage Gradient Technology and Supply Ltd. may deliver goods in installments and invoice for and receive payment prior to dispatch for each installment separately. Goods subject to development shall be delivered at times when DC Voltage Gradient Technology and Supply Ltd are technically satisfied with the performance of such goods.

4.3 DC Voltage Gradient Technology and Supply Ltd. shall not be liable for non-delivery or loss of or damage to goods occurring prior to delivery unless claims to that effect are notified to DC Voltage Gradient Technology and Supply Ltd. within three days after delivery (in the case of loss or damage) or seven days after the date of DC Voltage Gradient Technology and Supply Ltd’s invoice (in the case of non-delivery).

4.4 Goods are not sold on a sale or return basis and may not be returned without DC Voltage Gradient Technology and Supply Ltd. express prior consent.

5.0 EXPORT CONDITIONS

5.1 These Terms and Conditions apply where goods are supplied for export from the United Kingdom. If the Customer is located outside the United Kingdom, DC Voltage Gradient Technology and Supply Ltd. will require prepayment in full or a confirmed irrevocable letter of credit for the full price of the goods.

5.2 The Customer is responsible for complying with all laws and regulations governing the import of the goods into their country and for ensuring that the goods comply with all laws, regulations and licensing requirements of the country to which they are exported. The Customer shall indemnify DC Voltage Gradient Technology and Supply Ltd. against the consequences of any breach of those laws, regulations and licensing requirements.

5.3 The uniform law on international sale shall not apply, nor shall Section 32(3) of the Sales of Goods Act 1979. When goods are handed to a carrier or United Kingdom port for export to the Customer, that carrier or port shall be treated as an agent of DC Voltage Gradient Technology and Supply Ltd. for the purposes of Section 44, 45 and 46 of the Sale of Goods Act 1979.

6.0 TITLE AND RISK

6.1 In the case of sale Orders, the goods shall remain the property of DC Voltage Gradient Technology and Supply Ltd. until the purchase price and any other sum owing to DC Voltage Gradient Technology and Supply Ltd. by the Customer on any other accounts have been paid in full. This shall not prevent DC Voltage Gradient Technology and Supply Ltd. from suing for the price of the goods. Whilst the goods are the property of DC Voltage Gradient Technology and Supply Ltd., the Customer as bailee shall keep them safe, insured, identifiable and separate from all other goods in its possession.

6.2 In the case of hire contracts, the Customer shall not sell, charge or otherwise deal with or part with control of the goods, nor exercise any lien over them, nor permit any charge, lien or other encumbrance to be created over them, nor modify or otherwise physically interfere with them.

6.3 If the Customer fails to pay any sum due to DC Voltage Gradient Technology and Supply Ltd. under any order or contract by the due date or DC Voltage Gradient Technology and Supply Ltd. terminates the contract in accordance with its terms, DC Voltage Gradient Technology and Supply Ltd. may (in addition to any other rights) enter any land or building where any goods supplied by DC Voltage Gradient Technology and Supply Ltd are located and repossess and sell the goods.

6.4 Unless agreed otherwise by DC Voltage Gradient Technology and Supply Ltd. in writing, risk in the goods shall pass to the Customer on their dispatch from DC Voltage Gradient Technology and Supply Ltd’s premises. DC Voltage Gradient Technology and Supply Ltd. May withhold delivery of hire goods or repossess such goods unless it is satisfied that the Customer has insured the goods for their full replacement value.

7.0 WARRANTY

7.1 DC Voltage Gradient Technology and Supply Ltd. warrants that goods manufactured by it will perform substantially in accordance with their published specification at the date of dispatch for a period of twelve months from the date of first dispatch, fair wear and tear excepted and subject to the Customer’s obligations below.

7.2 The sole remedy of the Customer in the event of a proven breach of the above warranty shall be (at DC Voltage Gradient Technology and Supply Ltd’s option) either repair or replacement of the goods and re-delivery carriage paid within the United Kingdom or FOB United Kingdom port, or a refund of the purchase price paid for the goods, in each case subject to the Customer returning the goods carriage paid to DC Voltage Gradient Technology and Supply Ltd within twelve months of the date of first dispatch.

7.3 Where goods are not manufactured by DC Voltage Gradient Technology and Supply Ltd., DC Voltage Gradient Technology and Supply Ltd. will pass on to the Customer so far as it is able, the benefits of any warranties obtained by it from its suppliers.

7.4 At the Customer’s request and expense DC Voltage Gradient Technology and Supply Ltd. will provide a certificate of calibration for the goods.

7.5 All other items, Terms and Conditions, representations and warranties (whether express or implied) in respect of goods sold or hired are excluded to the fullest extent permitted by law. The goods are not sold or hired by description or sample.

8.0 CUSTOMER’S OBLIGATIONS

8.1 The Customer shall ensure that the goods are stored, used and maintained by competent, trained personnel in accordance with DC Voltage Gradient Technology and Supply Ltd’s user manual and that the goods are repaired only at DC Voltage Gradient Technology and Supply Ltd’s approved repair house.

8.2 DC Voltage Gradient Technology and Supply Ltd. shall not be liable for any act, omission, negligence or default of the Customer, its servants, agents or employees, including (without limitations) any failure to comply with DC Voltage Gradient Technology and Supply Ltd’s instructions regarding storage, maintenance or repair of the goods.

9.0 LIABILITY

9.1 Nothing in these Terms and Conditions affects the statutory rights of any Customer who deals as a consumer.

9.2 Nothing in these Terms and Conditions shall exclude DC Voltage Gradient Technology and Supply Ltd. liability for death or personal injury resulting from its negligence, save in respect of International supply contracts as defined in Section 26 of the Unfair Contract Terms ACT 1977.

9.3 The aggregate liability of DC Voltage Gradient Technology and Supply Ltd., its employees and agents to the Customer, whether in contract, tort (including negligence and breach of statutory duty) or however otherwise arising shall not exceed: a) In the case of a sale order, the purchase price of the goods; or b) In case of a hire contract, the hire price for the goods subject to a maximum equal to three month’s hire charges.

9.4 DC Voltage Gradient Technology and Supply Ltd. shall in no circumstances be liable for any loss of revenue, profits, contracts, anticipated savings or goodwill, nor for any special, indirect economic or consequential loss or for claims by third parties.

10.0 FORCE MAJEURE

10.1 DC Voltage Gradient Technology and Supply Ltd. shall not be liable for any failure or delay in the performance of its obligations which is due to any circumstances outside its control including without limitation acts of GOD, war, industrial action, staff illness, shortage of supplies, breakdowns, transport delays, accidents, government action, fire, flood, terrorism or criminal acts.

11.0 DEFAULT OR INSOLVENCY

11.1 Without prejudice to its other rights, DC Voltage Gradient Technology and Supply Ltd. may immediately terminate the contract by giving notice to the Customer or suspend the performance of DC Voltage Gradient Technology and Supply Ltd. obligations if the Customer: a) Commits a breach of any Sale Order or Contract with DC Voltage Gradient Technology and Supply Ltd. and (if the breach is capable of remedy) fails to remedy the same within 14 days of a request by DC Voltage Gradient Technology and Supply Ltd.; or b) Ceases trading, is unable to pay its debts as they fall due, compounds with its creditors, commences winding up, has a receiver, administrative receiver or liquidator appointed over all or any of its assets, becomes subject to a bankruptcy order or suffers analogous proceedings in any competent jurisdiction.

12.0 DESIGNS AND DESCRIPTIONS

12.1 Nothing in any Sales Order shall operate to transfer its rights or obligations under any sale order or hire contract without DC Voltage Gradient Technology and Supply Ltd’s prior written consent.

12.2 DC Voltage Gradient Technology and Supply Ltd. reserves the right to vary the technique, design, construction and specification of any goods without notice. Changes in goods mean that description in DC Voltage Gradient Technology and Supply Ltd. literature, illustrations and drawings may be inaccurate or out of date and accordingly save as expressly agreed in writing by DC Voltage Gradient Technology and Supply Ltd. those do not form part of any contract with DC Voltage Gradient Technology and Supply Ltd.

13.0 GENERAL

13.1 The Customer may not assign or otherwise transfer its rights or obligations under any sale order or hire contract without DC Voltage Gradient Technology and Supply Ltd’s written consent.

13.2 Any delay or failure by DC Voltage Gradient Technology and Supply Ltd. in enforcing any of these Terms and Conditions shall not be constructed as waiver of DC Voltage Gradient Technology and Supply Ltd’s rights unless confirmed in writing.

13.3 All notices shall be in writing and sent by fax, first class post or registered mail, in the case of DC Voltage Gradient Technology and Supply Ltd. to its registered office and in the case of the Customer to its registered office or main place of business. Unless shown otherwise, notices shall be treated as served three days after the date of posting (provided the letter is not returned undelivered) and one day after transmission by fax (provided a satisfactory transmission report is obtained).

13.4 Any Sales Order or Hire Contract between DC Voltage Gradient Technology and Supply Ltd. and the Customer shall be governed and constructed with accordance with English law and each party submits to exclusive jurisdiction of the English Courts.