Please see below our Terms and Conditions

THE SUPPLIER LIMITED

- and -

THE CUSTOMER

 TERMS AND CONDITIONS

FOR THE SALE OF GOODS

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INDEX

1. INTERPRETATION ................................................................................................................ 3

1.1 Definitions ........................................................................................................... 3

1.2 Interpretation ...................................................................................................... 5

2. GOODS ................................................................................................................................ 5

2.1 Goods ................................................................................................................... 5

2.2 Statutory or Regulatory requirements ................................................................ 5

3. PRICE ................................................................................................................................... 5

3.1 Price of the Goods ............................................................................................... 5

3.2 Pricing elements .................................................................................................. 5

3.3 Variation of Prices ............................................................................................... 6

4. PAYMENT ............................................................................................................................ 6

4.1 Invoices ................................................................................................................ 6

4.2 Payment of invoices ............................................................................................ 6

4.3 Late payment ....................................................................................................... 6

4.4 Set off .................................................................................................................. 6

4.5 Vat ....................................................................................................................... 7

5. DELIVERY ............................................................................................................................. 7

5.1 Delivery ................................................................................................................ 7

5.2 Delivery Location ................................................................................................. 7

5.3 Delivery by instalments ....................................................................................... 7

5.4 Delivery note ....................................................................................................... 7

5.5 Supplier not liable for failure or delay ................................................................. 7

5.6 Customer failure to accept delivery .................................................................... 8

5.7 Failure to deliver .................................................................................................. 8

5.8 Supplier right to resell Goods .............................................................................. 8

5.9 Wrong quantity of Goods .................................................................................... 8

5.10 Instalments .......................................................................................................... 9

TITLE AND RISK ................................................................................................................................... 9

6.1 Risk ....................................................................................................................... 9

6.2 Title ...................................................................................................................... 9

6.3 Retention of title ................................................................................................. 9

6.4 Customer use of Goods in the ordinary course of business .............................. 10

6.5 Right to reposess Goods .................................................................................... 10

7. WARRANTY ....................................................................................................................... 10

7.1 Warranty ............................................................................................................ 10

7.2 Non-compliant Goods........................................................................................ 10

7.3 Replacement Goods .......................................................................................... 10

7.4 Supplier not liable for Customer default ........................................................... 10

7.5 No warranty ....................................................................................................... 11

8. OBLIGATIONS OF THE CUSTOMER .................................................................................... 11

9. LIABILITY ............................................................................................................................ 11

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9.1 No exclusion ...................................................................................................... 11

9.2 Exclusion of liability ........................................................................................... 12

9.3 Limitation on Supplier's liability ........................................................................ 12

10. CONFIDENTIALITY ............................................................................................................. 12

10.1 Obligation of confidentiality .............................................................................. 12

10.2 Term of confidentiality ...................................................................................... 12

11. FORCE MAJEURE ............................................................................................................... 12

11.1 No liability for Force Majeure event ................................................................. 12

11.2 Consequences of Force Majeure event ............................................................. 13

12. TERMINATION ................................................................................................................... 13

12.1 Termination events ........................................................................................... 13

12.2 Supplier's right to terminate ............................................................................. 14

12.3 Consequences of termination ........................................................................... 14

13. GENERAL ........................................................................................................................... 14

13.1 Assignment and other dealings ......................................................................... 14

13.2 Severability ........................................................................................................ 15

13.3 Notices ............................................................................................................... 15

13.4 Rights of Third Parties ....................................................................................... 15

13.5 Entire Agreement .............................................................................................. 15

13.6 Succession ......................................................................................................... 15

13.7 Variation ............................................................................................................ 15

13.8 Governing Law & Jurisdiction ............................................................................ 15

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DEFINITIONS

THIS AGREEMENT is made on the date a Customer purchase order is accepted by the Supplier

Ltd.

The Parties:-

Supplier: who is a Company registered in England and Wales as CoreRFID Ltd whose offices are at West

Lancashire Investment Centre, Maple View, White Moss Business Park, Skelmersdale, Lancashire

England whose registration number is 069369475 and the

Customer: whose address details will be contained on their purchase which will form part of This

Agreement

1. INTERPRETATION

1.1 Definitions

In these Conditions the following definitions apply:

“Business Day” means a day other than Saturday, Sunday and public

holidays when banks in London generally are open for

business;

“Confidential Information” means any commercial, financial or technical information,

information relating to products, plans, know-how or trade

secrets which is obviously confidential or has been

identified as such, or which is developed by a party in

performing its obligations under, or otherwise pursuant to

this Contract;

“Contract” means this agreement between the Supplier and the

Customer for the sale and purchase of Goods incorporating

these terms and conditions;

“Delivery Dates”

“Delivery Location”

means the dates for delivery of the Goods 

means the address for delivery of the Goods as set out in

contained on the Customer’s purchase order;

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“Description” means the description of the goods provided on the The

Supplier website or the original manufacturers website or

any technical information provided to the Customer by The

Supplier Ltd

“Force Majeure” means an event or sequence of events beyond a party's

reasonable control preventing or delaying it from

performing its obligations under the Contract including (but

not limited to) an act of God, fire, flood, lightning,

earthquake or other natural disaster; war, riot or civil

unrest, strike, lockout or boycott or other industrial action;

interruption or failure of supplies of power, fuel, water,

transport, equipment or telecommunications service; or

material required by for performance of the Contract;

“Goods” means the goods and related accessories, spare parts and

documentation and other deliverables set out in the

Customer’s purchase order

“Intellectual Property

Rights”

“Purchase Order”

means copyright, patents, know-how, trade secrets,

trademarks, trade names, design rights, rights in get-up,

rights in goodwill, rights in confidential information, rights

to sue for passing off, chip topography rights, mask works,

utility models, domain names and all similar rights and, in

each case:

(a) whether registered or not;

(b) including any applications to protect or register

such rights;

(c) including all renewals and extensions of such

rights or applications;

(d) whether vested, contingent or future;

(e) to which the Supplier is or may be entitled; and

(f) in whichever part of the world existing;

means the Customers instruction to purchase goods under

the terms of this Agreement and shall contain the

Customer’s address, reference to the Goods being ordered,

delivery address and any special delivery instructions

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“Value Added Tax or VAT” means value added tax under the Value Added Taxes Act

1994 or any other similar sale or fiscal tax applying to the

sale of the Goods.

“Year” means a consecutive period of 12 months commencing on

the date of this agreement and each consecutive period of

12 months thereafter.

1.2 Interpretation

Unless the context otherwise requires:

1.2.1 each gender includes the others;

1.2.2 the singular includes the plural and vice versa;

1.2.3 references to the Contract include these terms and conditions, and its schedules;

1.2.4 references to persons include individuals, unincorporated bodies, government

entities, companies and corporations;

1.2.5 clause headings do not affect their interpretation;

1.2.6 general words are not limited by example; and

1.2.7 references to any legislation will be construed as a reference to that provision as

amended, re-enacted or extended at the relevant time.

2. GOODS

2.1 Goods

The Goods are described in the Description.

2.2 Statutory or Regulatory requirements

The Supplier reserves the right to amend the Description if required by any applicable

statutory or regulatory requirements.

3. PRICE

3.1 Price of the Goods

The price for the Goods will be as set out in in the Customer’s purchase order or in default of

such provision will be calculated in accordance with the Supplier's standard scale of charges

in force on the date of the Contract.

3.2 Pricing elements

The price:

3.2.1 does not includes packaging, delivery etc., which will be charged in addition; and

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3.2.2 does not include Value Added Tax which will be charged in addition at the then

applicable rate.

3.3 Variation of Prices

The Supplier may, by giving notice to the Customer at any time before or after delivery,

increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

3.3.1 any request by the Customer to change the delivery date(s), quantities or types of

Goods ordered, or the Specification; or 

3.3.2 any delay caused by any instructions of the Customer or failure of the Customer to

give the Supplier adequate or accurate information or instructions. 

4. PAYMENT

4.1 Pro-forma Invoices

The Supplier will invoice the customer for the full amount of the goods and as soon as

payment has been received by the Supplier the goods will be delivered to the customer

within the terms set out in section 5 of this agreement.

4.2 Credit Invoices

Where credit terms have been approved the Supplier may invoice the Customer or the Goods

on or any time up to the completion of delivery.

4.3 Payment of invoices

The Customer will pay all invoices: 

4.3.1 without deduction or set-off other than as required by law, in cleared funds within

30 days of date of each invoice, and 

4.3.2 to the Supplier’s nominated bank account.

4.4 Late payment

Where sums due hereunder are not paid in full by the due date:

4.4.1 The Supplier may, without limiting its other rights, charge interest on such sums at

4% a year above the base rate of Lloyds Bank PLC from time to time in force, and

4.4.2 interest will accrue on a daily basis, and apply from the due date for payment until

actual payment in full, whether before or after judgment.

4.5 Set off

The Customer shall pay all amounts due under the Contract in full without any set-off,

counterclaim, deduction or withholding (except for any deduction or withholding required

by law). 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.

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4.6 Vat

VAT will be charged by the Supplier and paid by the Customer at the then applicable rate.

5. DELIVERY

5.1 Delivery

The Goods will be:

5.1.1 delivered by or for the Supplier to the Delivery Location on the Delivery Dates; or

5.1.2 made available for collection by the Customer at the The Supplier's, or carrier's as

the case may be, premises set out in the Delivery Location. The Customer will collect

the Goods on the Delivery Dates.

5.2 Delivery Location

The Goods will be deemed delivered:

5.2.1 if delivered by or for the Supplier under clause 5.1.1, on arrival of the Goods at the

Delivery Location;

5.2.2 if collected by the Customer under clause 5.1.2, on completion of loading at the

Supplier’s, or carrier's as the case may be, premises.

5.3 Delivery by instalments

The Goods may be delivered by instalments if agreed by the between the Supplier and the

Customer. Any delay in delivery or defect in an instalment will not entitle the Customer to

cancel any other instalment.

5.4 Delivery note

Delivery of the Goods, or part thereof, will be accompanied by a delivery note stating:

5.4.1 the date of the Contract;

5.4.2 the relevant Customer and the Supplier details;

5.4.3 the product numbers and type and quantity of Goods in the consignment;

5.4.4 any special handling and other instructions;

5.4.5 The Supplier will use its reasonable endeavours to meet delivery dates but such dates

are approximate only, and time of delivery is not of the essence.

5.5 The Supplier not liable for failure or delay

The Supplier will not be liable for any delay in or failure of delivery caused by:

5.5.1 the Customer's failure to:

(i) make the Delivery Location available;

(ii) prepare the Delivery Location in accordance with the Supplier's instructions or

as required for delivery and installation of the Goods; or 

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(iii) provide the Supplier with adequate instructions, for delivery and installation or

otherwise relating to the Goods;

5.5.2 the Customer's failure to collect the Goods from the Supplier's premises; or

5.5.3 an event of Force Majeure.

5.6 Customer failure to accept delivery

If the Customer fails to accept delivery of or collect the Goods as provided in clause 5.1 or on

the Delivery dates:

5.6.1 delivery of the Goods will be deemed to have occurred at 9.00 am on the third

Business Day following such date; and 

5.6.2 The Supplier will store and insure the Goods pending delivery, and the Customer will

pay all costs and expenses incurred (including insurance) by the Supplier in doing so.

5.7 Failure to deliver

If the Supplier fails to deliver the Goods for any reason, then The Supplier may immediately

agree a revised delivery date with the Customer and the parties shall be bound by the terms

of the Contract. If the Supplier fails to deliver the Goods then 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 similar market at the least expensive price available, less the

price of the Goods and in any event not exceeding the amount as set out in clause 9. 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.

5.8 The Supplier right to resell Goods

If ten Business Days following the due date for delivery or collection or after the day on which

The Supplier notified the Customer that the Goods are ready for delivery, the Customer has

not taken delivery of or collected them, the Supplier may resell or otherwise dispose of the

Goods. The Supplier will:

5.8.1 deduct reasonable storage charges at the Supplier's then-applicable rate and

reasonable costs of resale; and 

5.8.2 account to the Customer for any excess of the resale price over, or invoice the

Customer for any shortfall of the resale price below, the price paid by the Customer

for the Goods.

5.9 Wrong quantity of Goods

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The Customer shall not be entitled to reject the Goods if the Supplier delivers up to and

including 10% less than the quantity of Goods ordered, but a pro rata adjustment shall be

made to the invoice on receipt of notice from the Customer that the wrong quantity of Goods

was delivered.

5.10 Instalments

The Supplier may deliver the Goods by instalments in accordance with the Purchase Order or

a Schedule agreed in writing with the Customer, 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. 

6. TITLE AND RISK

6.1 Risk

Risk in the Goods will pass to the Customer on completion of delivery or when the Goods are

transferred to the carrier under clause 5.1. 

6.2 Title

Title to the Goods will pass to the Customer once the Supplier has received payment in full

for the Goods.

6.3 Retention of title

Until title to the Goods has passed to the Customer, the Customer will: 

6.3.1 hold the Goods as bailee for the Supplier;

6.3.2 store the Goods separately from all other material in the Customer's possession;

6.3.3 take all reasonable care of the Goods and keep them in reasonable condition;

6.3.4 insure the Goods:

(i) with a reputable insurer;

(ii) from the date of delivery;

(iii) against all risks;

(iv) for an amount at least equal to the price;

(v) noting the Supplier's interest on the policy;

6.3.5 ensure that the Goods are clearly identifiable as belonging to the Supplier;

6.3.6 not remove or alter any mark on or packaging of the Goods;

6.3.7 inform the Supplier as soon as possible if it becomes subject to any of the events set

out in clause 12.1; and 

6.3.8 provide the Supplier such information concerning the Goods as the Supplier may

request from time to time.

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6.4 Customer use of Goods in the ordinary course of business

Notwithstanding clause 6.3, the Customer may use or resell the Goods in the ordinary course

of its business until such time as it becomes aware or ought reasonably to have become

aware that an event specified in clause 12.1 is or is likely to occur.

6.5 Right to repossess Goods

If, at any time before title to the Goods has passed to the Customer, the Customer informs

the Supplier, or the Supplier reasonably believes, that the Customer has or is likely to become

subject to any of the events specified in clause 12.1, the Supplier may: 

6.5.1 require the Customer at the Customer's expense to re-deliver the Goods to the

Supplier; and 

6.5.2 if the Customer fails to do so promptly, enter any premises where the Goods are

stored and repossess them.

7. WARRANTY

7.1 Warranty

The Supplier warrants that, for a period of 12 months from delivery (the Warranty Period),

the Goods will: 

7.1.1 conform in all material respects with the Description;

7.1.2 be free from material defects in design, material and workmanship; and

7.1.3 be of satisfactory quality within the meaning of the Sale of Goods Act 1979, as

amended.

7.2 Non-compliant Goods

The Supplier will, at its option, repair, replace or refund the price of defective Goods,

provided that and subject to clause 7 

7.2.1 the Customer informs the Supplier in writing during the Warranty Period and

promptly on discovery that some or all of the Goods do not comply with clause 7.1;

7.2.2 the Customer gives the Supplier a reasonable opportunity to examine the defective

Goods; and

7.2.3 the Customer returns the defective Goods to the Supplier at the Supplier’s expense.

7.3 Replacement Goods

The Contract will apply to any Goods repaired or replaced under clause 7.2.

7.4 Supplier not liable for Customer default

The Supplier will not be liable for any failure of the Goods to comply with clause 7.1:

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7.4.1 where such failure arises by reason of fair wear and tear, wilful damage, negligence,

abnormal storage or working conditions;

7.4.2 to the extent caused by the Customer's failure to comply with the Supplier's oral or

written instructions as to: 

(i) storage, installation, commissioning, use or maintenance of the Goods, or;

(ii) good practice in relation to the storage, installation, commissioning, use or

maintenance of the Goods; 

7.4.3 to the extent caused by the Supplier following any design, drawing or Specification

or requirement of the Customer in relation to the Goods;

7.4.4 where the Customer repairs or alters any Goods without the Supplier's prior written

consent; or 

7.4.5 where the Customer uses any of the Goods after notifying the Supplier that it does

not comply with clause 7.1; and 

7.4.6 the Goods differ from the Specification as a result of changes made to ensure they

comply with applicable statutory or regulatory requirements.

7.5 No warranty

Except as specifically set out in this clause 7 the Supplier gives no warranty in relation to the

Goods and in particular, the conditions implied by ss 13–15 of the Sale of Goods Act 1979 are

expressly excluded.

8. OBLIGATIONS OF THE CUSTOMER

The Customer will: 

8.1.1 ensure that the contents of any order are complete and accurate;

8.1.2 ensure that the Supplier is provided with full, complete and accurate information

relating to the performance of the Goods on or before the date of this Contract; and

8.1.3 co-operate fully with the Supplier in relation to delivery or collection of the Goods.

9. LIABILITY

9.1 No exclusion

The Supplier does not exclude its liability: 

9.1.1 for death or personal injury caused by its negligence; or

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9.1.2 for breach of the terms implied by s 12 of the Sale of Goods Act 1979 and by s 2 of

the Supply of Goods and Services Act 1982; or 

9.1.3 for defective products under the Consumer Protection Act 1987; or

9.1.4 for fraud or fraudulent misrepresentation.

9.2 Exclusion of liability

Subject to clause 9.1, each of the parties shall under no circumstances whatever be liable to

the other party, 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.

9.3 Limitation on Supplier's liability

Subject to 9.1, the Supplier's total liability to the 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 100% of the price

paid by the Customer for the Goods.

10. CONFIDENTIALITY

10.1 Obligation of confidentiality

Each party shall keep confidential all Confidential Information of the other party and will only

use the other's Confidential Information as required to perform the Contract. The provisions

of this clause will not apply to:

10.1.1 any information which was in the public domain at the date of this Contract;

10.1.2 any information which comes into the public domain subsequently other than as a

consequence of any breach of the Contract or any related agreement;

10.1.3 any information which is independently developed by the other party without using

information supplied by the first party; or

10.1.4 any disclosure required by law or a regulatory authority or otherwise by the

provisions of the Contract.

10.2 Term of confidentiality

This clause 10 will remain in force for a period of two years after termination of the Contract.

11. FORCE MAJEURE

11.1 No liability for Force Majeure event

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A party will not be liable if delayed in or prevented from performing its obligations due to

Force Majeure, provided that it:

11.1.1 promptly notifies the other of the Force Majeure event and its expected duration;

and 

11.1.2 uses reasonable endeavours to minimise the effects of that event.

11.2 Consequences of Force Majeure event

If, due to Force Majeure, a party:

11.2.1 is or will be unable to perform a material obligation; or

11.2.2 is delayed in or prevented from performing its obligations for a continuous period

exceeding 60 days then the parties will, within 30 days, renegotiate the Contract to

achieve, as nearly as possible, the original commercial intent.

12. TERMINATION

12.1 Termination events

The Contract may be terminated forthwith at any time by the Supplier on written notice to

the Customer if:

12.1.1 the Customer commits a material breach, or series of breaches resulting in a material

breach, of the Contract and such breach is not remediable or if capable of remedy is

not remedied within 15 days of written notice to do so;

12.1.2 the Customer suspends or threatens to suspend payment of its debts, or is unable to

pay its debts as they fall due;

12.1.3 the Customer (a) negotiates with its creditors for rescheduling of its debts, (b) makes

a proposal to or compounds with its creditors in respect of its debts, or (c) makes an

application to court for protection from its creditors generally;

12.1.4 the Customer passes a resolution for winding-up or for the appointment of an

administrator, or a liquidator or administrator is appointed in relation to the other,

or a winding-up order is made in relation to the other;

12.1.5 a receiver or administrative receiver may be or is appointed in relation to the

Customer or any of its assets;

12.1.6 any creditor of the Customer attaches, takes possession of, or any distress, execution

or similar process is levied or enforced against, all or any part of the Customer's

assets, and such attachment or process is not discharged within 14 days; 

12.1.7 the Customer takes or suffers any action similar to any of the above in any

jurisdiction;

12.1.8 there is a material change in the management, ownership or control of the Customer;

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12.1.9 the Customer suspends trading, ceases to carry on business, or threatens to do

either;

12.1.10 the Customer, (being an individual) dies or ceases to be capable of managing his own

affairs; or 

12.1.11 the Customer, (being an individual) is the subject of a bankruptcy petition or order;

or

12.1.12 the Customer’s financial position deteriorates to such an extent that in the Supplier's

opinion the Customer's capability to adequately fulfil its obligations under the

Contract has been placed in jeopardy; and

12.1.13 the Customer is subject to an event of Force Majeure under clause 11.

12.2 Supplier's right to terminate

In addition to its rights under clause 12.1 the Supplier may terminate this Contract at any

time immediately on written notice to the Customer if the Customer has failed to pay any

amount due under the Contract on the due date.

12.3 Consequences of termination

On termination of the Contract for any reason:

12.3.1 the Customer will immediately pay all invoices of the Supplier then outstanding and

not disputed in good faith;

12.3.2 the Supplier will, within seven Business Days, invoice the Customer for all Goods

delivered or provided but not yet invoiced and the Customer will pay such invoice

within a further fifteen Business Days (unless the invoice is disputed in good faith);

12.3.3 Customer will forthwith return any materials of the Supplier then in its possession or

control; if it fails to do so, the Supplier may enter onto any premises owned by or

under the control of the Customer and take possession of them;

12.3.4 the accrued rights and liabilities of the parties will not be affected; and

12.3.5 any clause which expressly or by implication are to survive termination will do so.

13. GENERAL

13.1 Assignment and other dealings

13.1.1 The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal

in any other manner with all or any of its rights or obligations under the Contract;

and

13.1.2 The Customer may not assign, transfer, mortgage, charge, subcontract, declare a

trust over or deal in any other manner with any or all of its rights or obligations under

the Contract without the prior written consent of the Supplier.

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13.2 Severability

If any part of the Contract is found by a court, tribunal or other administrative body of

competent jurisdiction to be unenforceable or invalid for any reason, that provision is to be

severed from the Contract and the remaining provisions of the Contract will otherwise

remain in full force.

13.3 Notices

Notices under the Contract will be in writing and sent to the persons and addresses set out

in the Contract. They may be given, and will be deemed received:

13.3.1 by first-class post: two Business Days after posting;

13.3.2 by airmail: seven Business Day after posting;

13.3.3 by hand: on delivery;

13.3.4 by facsimile: on receipt of a successful transmission report from the correct number;

and

13.3.5 by e-mail: on receipt of a delivery or read receipt mail from the correct address.

13.3.6 Waiver

No delay, act or omission by either party in exercising any right or remedy will be deemed a

waiver of that, or any other, right or remedy.

13.4 Rights of Third Parties

This Contract is not enforceable by any third party under the Contracts (Rights of Third

Parties) Act 1999 or otherwise.

13.5 Entire Agreement

The Contract constitutes the entire agreement between the parties in relation to its subject

matter. No other terms apply.

13.6 Succession

The Contract will bind and benefit each party's successors and personal representatives.

13.7 Variation

Except as set out in the Contract, no variation of the Contract, including the introduction of

any additional terms and conditions, shall be effective unless it is in writing and signed by the

Supplier.

13.8 Governing Law & Jurisdiction

13.8.1 The Contract will be governed by the law of England and Wales.

13.8.2 Disputes will be submitted to the exclusive jurisdiction of the courts of England and

Wales.