Terms and Conditions of Sale

1 Interpretation



1.1 In these conditions:



"Buyer" means the person who accepts a quotation by the Seller for the sale of Goods or whose order for the Goods is accepted by the Seller

"Goods" means the goods (including any installment of the goods or any parts of them) which the Seller is to supply in accordance with these Conditions.

"Seller" means Nicotech Limited trading as Delta Design registered in England and Wales under Company number...1759896.............

"Conditions" means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in Writing between the Buyer and the Seller.

"Contract" means the Contract for the purchase and sale of the Goods

"Writing" includes telex, cable, facsimile transmission, E-mail or comparable means of communication.



1.2 Any reference in these Conditions to any provision of a Statute shall be

Constructed as a reference to that provision as amended, re-enacted or extended at the relevant time.

1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.



2 Basis of the Sale

2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of the Seller which is accepted by the Buyer, or any written order of the Buyer which is accepted by the Seller, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer.

No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Seller.

2.2 The Seller's employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in Writing. In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.

2.3 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by the Seller is followed or acted upon entirely at the Buyer's own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not confirmed.



3 Order and Specifications

3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in writing by the Seller's authorised representative.

3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.

3.3 The quantity, quality and description of and any specification for the Goods shall be those set out in the Seller's quotation (if accepted by the Buyer) or the Buyer's order (if accepted by the Seller).

3.4 If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against al loss, damages, costs and expensed awarded against or incurred by the Seller in settlement of any claims for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Seller's use of the Buyer's specification.

3.5 The Seller reserves the right to make changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or, where the Goods are to be supplied to the Seller's specification, which do not materially affect their quality or performance.

3.6 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against the costs of all labour and materials incurred by the Seller as a result of cancellation.



4 Price of the Goods

4.1 The price of the Goods shall be the Seller's quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Seller's published price list current to the date of acceptance of the order. All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer.

4.2 The Seller reserves the right by giving notice to the Buyer at any time before delivery, to renegotiate the price of the goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the cost of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions. Subject to regulations.

4.3 Except as otherwise stated under the terms of any quotation or in any price list of the Seller, and unless otherwise agreed in Writing between the Buyer and the Seller, all prices are given by the Seller on an ex works basis, and where the seller agrees to deliver the Goods otherwise than at the Seller's premises, the Buyer shall be liable to pay the Seller's charges for transport, packaging and insurance.

4.4 The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Seller.

4.5 If packaging is marked "returnable," it is not included in the price, but will be charged for unless returned within one month, carriage paid and in good condition to the Seller's premises.



5 Terms of Payment

5.1 Subject to any special terms agreed in Writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods unless the goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.

5.2 The Buyer shall pay the price of the Goods within 30 days of the end of the month in which the Seller's invoice is dated, and notwithstanding that the property in the Goods has not passed to the Buyer.

5.3 If the Buyer fails to make full payment on the due date, then without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the contract or suspend any further delivery to the Buyer, or appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer).



6 Delivery

6.1 Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller's premises at any time after the Seller has notified by the Buyer that the Goods are ready for collection, or if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place.

6.2 Where the Goods are to be delivered in installments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with the conditions or any claim by the Buyer in respect of any one or more installments shall not entitle the Buyer to treat the Contract as a whole as repudiated.

6.3 If the Seller fails to deliver the Goods for any reason other than any cause beyond the Seller's reasonable control or the Buyer's fault, and the Seller is accordingly liable to the Buyer, the Seller's liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of Goods.

6.4 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of the seller's fault) then, without prejudice to any other right or remedy available to the seller, the Seller may :

store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage: or

sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.



7 Risk and Property

7.1 Risk of damage to or loss of the Goods shall pass to the Buyer:

7.1.1. when the Buyer collects the Goods from the Seller's premises; or

7.1.2. in the case of Goods to be delivered otherwise than at the Seller's premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.

7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.

7.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller's fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties. The Goods shall be properly stored, protected and insured and identified as the Seller's property. Until property in the Goods passes to the Buyer, the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to the Seller for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any other moneys or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.

7.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold) the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.

7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller but if the Buyer does so, all outstanding amounts owed by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.



8 Warranties and Liability

8.1 Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

8.2 Where the Goods are sold under a consumer transaction (as defined by the Customer Transactions (Restrictions on Statements) Order 1976 the statutory rights of the Buyer are not reduced by these Conditions.

8.3 Any claims by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.

8.4 8.4.1 Delta Design warrants to the purchaser that the Company's products comply with the technical specification contained in the relevant product information leaflet, and with applicable international standards listed therein. Products are sold free from defects in workmanship or material for the period of the warranty, under normal use and service.

8.4.2 Flashing beacons and light bars: The aforementioned warranty commences on the date of purchase by the end user from Delta Design or its appointed distributor or approved reseller, and continues for a period of 12 months from this date.

8.4.3 100,000 hour rated LED commercial vehicle lighting products: The aforementioned warranty commences on the date of purchase from Delta Design or its appointed distributor or approved reseller, and continues for a period of 60 months from this date. This extended warranty is not transferable, is applicable to the original installation only, and is valid for the original purchaser of the Delta Design product, or the final customer.

8.4.4 Faulty product must be returned to Delta Design for evaluation, and, on confirmation of the fault, warranty obligation will be met by free replacement of the faulty product. Where products are returned more than 15 months after the date of manufacture shown on the product label, Delta Design may request proof of date of purchase by the end user.

Delta Design may, at its sole discretion, discharge its warranty obligation by a refund of the unit purchase price, or repair of the unit.

8.4.5 This warranty is contingent upon proper installation and use of the unit by the purchaser, and does not cover: damage due to accident, unusual physical, electrical or electromechanical stress, misuse, tampering or modification to the electrical circuit or encasement, use of unit in applications other than that for which the unit was designed, failure to fit the unit in accordance with the relevant installation guide, or failure of connectivity or wiring.

Statutory rights conferred by the 1979 Sale of Goods Act and subsequent legislation are not affected by this warranty.

8.5 Except in respect of death or personal injury by the Seller's negligence, the Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any at duty at common law, or under the express terms of the Contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, except as expressly provided in these Conditions.

8.6 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform any of the Seller's obligations in relation to the Goods, if the delay or failure was due to any of the following causes being causes beyond the Seller's reasonable control:

8.6.1. Act of God- explosion, flood, tempest, fire or accident:

8.6.2. War or threat of war, sabotage, insurrection, civil disturbance or requisition:

8.6.3. Acts, restrictions, regulations, by-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority.

8.6.4. Import or export regulations or embargoes:

8.6.5. Strikes, lock-out or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party):

8.6.6. Difficulties in obtaining raw materials, labour, fuel, parts

8.6.7. Power failure or breakdown in machinery



9 Intellectual Property

9.1 The Buyer shall indemnify the Seller against all damages, penalties costs and expenses to which the Seller may be liable as a result of work done in accordance with the Buyer's specification which involves the infringement of the patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person.



10 Indemnity

10.1 If any claim is made against the Buyer that the Goods infringe or that their use or resale infringes the patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person, the Seller shall indemnify the Buyer against all loss, damages, costs and expenses awarded against or incurred by the Buyer in connection with the claim, or paid or agreed to be paid by the Buyer in settlement of the claim, provided that:

10.1.1. the Seller is given full control of any proceedings or negotiations in connection with any such claim:

10.1.2. the Buyer shall give the Seller all reasonable assistance for the purposes of any such proceedings or negotiations:

10.1.3. except pursuant to a final award, the Buyer shall not pay or accept any such claim, or compromise any such proceedings without the consent of the Seller (which shall not be unreasonable withheld):

10.1.4. the Buyer shall do nothing which would or might vitiate any policy of insurance or insurance cover which the Buyer may have in relation to such infringement, and this indemnity shall not apply to the extent that the Buyer recovers any sums under any such policy or cover (which the Buyer shall use its best endeavours to do):

10.1.5. the Seller shall be entitled to the benefit of, and the Buyer shall accordingly account to the Seller for, all damages and costs (if any) awarded in favour of the Buyer which are payable by or agreed with the consent of the Buyer (which consent shall not be unreasonably withheld) to be paid by any other party in respect of any such claim: and

10.1.6. without prejudice to any duty of the Buyer at common law, the Seller shall be entitled to require the Buyer to take such steps as the Seller may reasonably require to mitigate or reduce any such loss, damages, costs or expenses for which the Seller is liable to indemnify the Buyer under this clause.



11 Insolvency of Buyer

11.1 This clause applies if:

11.1.1. the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a Company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction): or

11.1.2. an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer: or

11.1.3. the Buyer ceases, or threatens to cease, to carry on business: or

11.1.4. the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.



11.2 If the clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.



12 General

12.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address of the party giving notice as may at the relevant time have been notified pursuant to this provision.

12.2 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

12.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be affected thereby and the parties hereto will use their best endeavours to agree a replacement term for that provision which as nearly as possible achieves the same effect in this Contract.

12.4 The Contract shall be governed by the laws of England and shall be subject to the exclusive jurisdiction of the English Courts.



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