STANDARD TERMS AND CONDITIONS OF SALE

1. Validity of Quotations
1.1 Any quotations provided will remain valid for a period of 30 days unless otherwise stated, Pickering Electronics Limited reserves the right to provide an amended quotation.

1.2 Pickering Electronics Limited reserves the right at any time to change the prices (including delivery charges) quoted to the Purchaser.

1.3 To correct errors or omissions;

1.4 For any other unforeseen event beyond Pickering Electronics Limited control.

2. Payment Of Accounts
All accounts must be paid within thirty (30) days from the date of invoice unless special terms have been arranged with Pickering Electronics Limited.

3. Return and Cancellation Policies
3.1 The purchaser may upon prior agreement return unwanted Products within thirty (30) days of the Delivery Date, depending on the product ordered*. Purchaser shall pay up to a twenty-five percent (25%) restocking charge on any unwanted Products returned to Pickering Electronics Limited. No returns will be accepted after the thirty (30) day period has expired. A Return Material Authorization (RMA) number must be obtained from Pickering Electronics Limited for the return of any Products.

3.2 Pickering Electronics Limited may terminate any order if any representations made by Purchaser to Pickering Electronics Limited are false or misleading. Changes to orders shall not be binding upon nor be put into effect by Pickering Electronics Limited unless confirmed in writing by Pickering Electronics Limited’s appropriate representative. Subject to the written agreement of Pickering Electronics Limited, the Purchaser may cancel the order prior to delivery. Purchaser may be responsible for all related work in progress up to the total value of the equipment and services; however, Pickering Electronics Limited shall take responsible steps to mitigate expenses immediately upon receipt of a written cancellation notice from Purchaser.
*ALL ORDERS THAT CONTAIN CUSTOM PRODUCTS (NON-CATALOGUE ITEMS) ARE NON-CANCELABLE AND/OR NON-REFUNDABLE.

4. Prices
4.1 In the event of any conflict between prices for any products and services listed on the Pickering Electronics Limited websites and prices quoted by the internal sales department, prices from the internal sales department shall prevail.

4.2 Please note that pursuant to Pickering Electronics Limited standard terms and conditions, Pickering reserves the right at any time prior to delivery of the goods to adjust the price in proportion to any increase of costs to Pickering between the date of the contract and the date of delivery including any increase as a result of any currency fluctuation.

4.3 Any typographical, clerical, or other error or omission on the Pickering Electronics Limited website, any catalogue, acceptance of offer, invoice or other document or information issued by Pickering Electronics Limited shall be subject to correction without any liability on the part of Pickering Electronics Limited.

4.4 All prices exclude delivery, packing, shipping, carriage, insurance, VAT or any equivalent tax chargeable in the UK or elsewhere (where applicable) and other charges and duties which Pickering Electronics Limited will add at the rate applicable at the date of order acceptance. Importation and any related handling fees are the responsibility of the customer.

5. Passing Of Property
5.1. Until Pickering Electronics Limited has received the remittance in full price, they shall remain the property of Pickering Electronics Limited

5.2. The Purchaser shall hold the goods in such a way as to identify them clearly as belonging to Pickering Electronics Limited and ensure that the Purchaser is not, nor deemed to be, a reputed owner of the goods.

6. Passing The Risk
The risk in the goods supplied shall pass to the Purchaser on delivery to the Purchaser’s designated premises.

7. Delivery of Goods
Delivery will be made by our preferred courier and transport charges added to our sales invoice, unless otherwise agreed. Where goods are dispatched using the customers specified courier on their own account a nominal charge will be added to the relevant invoice to cover packing materials and administration costs.

8. Non Delivery / Loss Or Damage In Transit
8.1. Pickering Electronics Limited shall be notified in writing of non-receipt of any goods by the Purchaser within ten (10) days of the invoice date, failing which, Pickering Electronics Limited shall be under no liability whatsoever to the Purchaser who shall nevertheless indemnify Pickering Electronics Limited for any loss or damage arising from failure to inform the carriers or insurers within the required time limits.

8.2. The Purchaser must inform Pickering Electronics Limited of any alleged partial loss or damage to the goods in transit immediately following actual receipt.
The purchaser shall give Pickering Electronics Limited reasonable opportunity to inspect goods damaged in transit.

9. Sale By Sample
These terms apply if the contract of sale is a contract for sale by sample.

9.1 The purchaser shall be deemed to have had a reasonable opportunity of comparing the bulk of any consignment of goods with the sample after 10 working days from delivery have expired.

9.2 Upon the purchaser having been deemed to have had a reasonable opportunity of comparing the bulk of any consignment with the sample the purchaser will also be deemed to have notice of any defect rendering the goods not in accordance with the contract and to have accepted all the goods so delivered.

10. Sale By Description
10.1 The goods shall be supplied in accordance with the description contained in Pickering Electronics Limited's specification.

10.2 Pickering Electronics Limited may from time to time make changes in the specification of the goods which are required to comply with any applicable safety or statutory requirements, or which do not materially affect the quality or fitness for the purpose of the goods.

10.3 Any contractual description of the goods by Pickering Electronics Limited relates to the identity of the goods but only if it relates to a central characteristic of the goods or to a substantial ingredient in their identity.

11. Product Information
Pickering Electronics Limited reserves the right, without prior notice, to make design changes as part of its continuous programme of product improvement. The latest up to date information on the availability and design of the products Pickering Electronics Limited supplies is available on the Pickering Electronics Limited website and catalogue.

12. Exclusion of our liability
12.1 All terms conditions warranties and representations (whether implied or made expressly) whether by Pickering Electronics Limited, its servants or agents, or otherwise (other than those express warranties set out in the current edition of the seller's specification) relating to the quality and / or fitness for the purpose of the goods or any of the goods are excluded to the fullest extent permitted by the Law.

12.2 The Purchaser must inspect the products as soon as is reasonably possible after delivery or collection. The Purchaser shall, within 14 days of the date of delivery or collection or, in the case of sub-condition (d) below, the Quoted Delivery Time or any updated estimated date for delivery, give notice to Pickering Electronics in detail of:

(a) any defect in the product that is apparent on reasonable examination. In this case Pickering Electronics Limited shall, at Pickering Electronics Limited’s discretion, replace the products or refund the purchase price. In any event the Purchaser must refuse parcels delivered to it in a damaged condition;

(b) any shortfall in products delivered. In this case Pickering Electronics Limited shall, at Pickering Electronics Limited’s discretion, deliver the undelivered products or refund the price of the undelivered products;

(c) any delivery of products not in accordance with the order. In this case Pickering Electronics Limited shall, at Pickering Electronics Limited’s discretion, replace the products or refund the purchase price; and

(d) any non-delivery of the products (in which case the time limit is within seven days of the estimated dispatch date). In this case Pickering Electronics Limited shall, at Pickering Electronics Limited’s discretion, deliver the undelivered products or refund the price of the undelivered products.

12.3 If the Purchaser fails to give the notice described in condition 5.1, the products shall be deemed to be, in all respects, in accordance with the order and free from apparent defects, and the Purchaser shall be deemed to have accepted the products accordingly. Pickering Electronics Limited’s record of the products dispatched (including the quantity) shall be conclusive evidence of the products received by the Purchaser, unless proved otherwise by the Purchaser.

12.4 Pickering Electronics Limited shall be under no liability whatsoever to the Purchaser for any indirect loss and/or expense (including loss of profit) suffered by the Purchaser arising out of a breach by Pickering Electronics Limited of this contract.

12.5 In the event of any breach of this contract by Pickering Electronics Limited the remedies of the Purchaser shall (subject to the limitations on the liability of Pickering Electronics Limited set out above) be limited to damages. Under no circumstances shall the liability of Pickering Electronics Limited exceed the price of the goods.

WARNING: (1) PICKERING ELECTRONICS LIMITED. PRODUCTS ARE NOT DESIGNED WITH COMPONENTS AND TESTING FOR A LEVEL OF RELIABILITY SUITABLE FOR USE IN OR IN CONNECTION WITH SURGICAL IMPLANTS OR AS CRITICAL COMPONENTS IN ANY LIFE SUPPORT SYSTEMS WHOSE FAILURE TO PERFORM CAN REASONABLY BE EXPECTED TO CAUSE SIGNIFICANT INJURY TO A HUMAN. ANY APPLICATION WHERE A SYSTEM FAILURE WOULD CREATE A RISK OF HARM TO PROPERTY OR PERSONS (INCLUDING THE RISK OF BODILY INJURY AND DEATH) SHOULD NOT BE RELIANT SOLELY UPON ONE FORM TO AVOID DAMAGE, INJURY, OR DEATH, THE USER OR APPLICATION DESIGNER MUST TAKE REASONABLY PRUDENT STEPS TO PROTECT AGAINST SYSTEM FAILURES, INCLUDING BUT NOT LIMITED TO BACK-UP OR SHUT DOWN MECHANISMS. BECAUSE EACH ENDUSER SYSTEM IS CUSTOMIZED AND DIFFERS FROM PICKERING ELECTRONICS LIMITED’S TESTING PLATFORMS AND BECAUSE A USER OR APPLICATION DESIGNER MAY USE PICKERING ELECTRONICS LIMITED PRODUCTS IN COMBINATION WITH OTHER PRODUCTS IN A MANNER NOT EVALUATED OR CONTEMPLATED BY PICKERING ELECTRONICS LIMITED, THE USER OR APPLICATION DESIGNER IS ULTIMATELY RESPONSIBLE FOR VERIFYING AND VALIDATING THE SUITABILITY OF PICKERING ELECTRONICS LIMITED PRODUCTS WHENEVER PICKERING ELECTRONICS LIMITED PRODUCTS ARE INCORPORATED IN A SYSTEM OR APPLICATION, INCLUDING, WITHOUT LIMITATION, THE APPROPRIATE DESIGN, PROCESS AND SAFETY LEVEL OF SUCH SYSTEM OR APPLICATION.

13. Force Majeure
13.1 Pickering Electronics Limited shall be excused for any delay or failure to perform due to any cause beyond its reasonable control, including but not limited to acts of governments, natural catastrophes, and acts of The Purchaser, interruptions of transportation or inability to obtain necessary labour or materials. Seller’s estimated shipping schedule shall be extended by a period equal to the time lost because of any excusable delay. In the event Pickering Electronics Limited is unable to perform in whole or in part because of any excusable failure to perform, Pickering Electronics Limited may cancel orders without liability to The Purchaser.

13.2 LIMITED INDEMNITY AGAINST INFRINGEMENT; Pickering Electronics Limited shall, at its own expense, defend any litigation resulting from sales of the Products to the extent that such litigation alleges that the Products or any part thereof infringes any patent, copyright, or trademark, provided that such claim does not arise from the use of the Products in combination with equipment or devices not made by Pickering Electronics Limited or from modification of the Products, and further provided that The Purchaser notifies Pickering Electronics Limited immediately upon its obtaining notice of such impending claim and cooperates fully with Pickering Electronics Limited in preparing a defence. If the Purchaser provides to Pickering Electronics Limited the authority, assistance, and information Pickering Electronics Limited needs to defend or settle such claim, Pickering Electronics Limited shall pay any final award of damages in such suit and any expense The Purchasers incurs at Pickering Electronics Limited written request, but Pickering Electronics Limited shall not be liable for a settlement made without its prior written consent. If the Products are held to be infringing and the use thereof is enjoined, Pickering Electronics Limited shall, at its option, either (i) procure for the Purchaser the right to use the Products, (ii) replace the Products with others which do not constitute infringement, or (iii) remove the infringing Products and refund the payment(s) made thereof by The Purchaser. The foregoing states the Purchaser’s sole remedy for, and Pickering Electronics Limited entire liability and responsibility for, infringement of any patent, trademark, or copyright relating to the Products provided hereunder. THIS LIMITED INDEMNITY IS IN LIEU OF ANY OTHER STATUTORY OR IMPLIED WARRANTY AGAINST INFRINGEMENT.

14. Privacy Policy
Pickering Electronics Limited recognizes the importance of protecting user’s rights to privacy. Pickering Electronics Limited gather and process your personal information in accordance with our privacy notice and in compliance with the relevant data protection regulation and laws. By executing a quote or submitting a purchase order to Pickering Electronics Limited, the Purchaser consents to Pickering Electronics’ Privacy Policy.

15.Governing Law and Jurisdiction
15.1 These Terms and Conditions shall be governed by, and construed in accordance with English law. The parties irrevocably agree that the courts of England shall (subject to 15.2) have exclusive jurisdiction to settle any dispute which may arise out of, under, or in connection with these Terms and Conditions or the legal relationship established by them, and for those purposes irrevocably submit all disputes to the jurisdiction of the English courts.

15.2 For the exclusive benefit of Pickering Electronics Limited, Pickering Electronics Limited shall also retain the right to bring proceedings as to the substance of the matter in the courts of the country of your residence or, where these Terms and Conditions are entered into the course of your trade or profession, the country of your principal place of business.

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