Standard Terms & Conditions of Sale

Introduction

These terms and conditions govern the sale of all products and services (“Products”) by Stealth Electronics Limited (“Seller”) and apply notwithstanding any conflicting, contrary or additional terms and conditions in any purchase order or other document or communication (“Purchase Order”) from the buyer (“Buyer”). These terms and conditions may only be waived or modified in a written agreement signed by an authorised representative of Seller. Neither Seller’s acknowledgment of a Purchase Order nor Seller’s failure to object to conflicting, contrary or additional terms and conditions in a Purchase Order shall be deemed an acceptance of such terms and conditions or a waiver of the provisions hereof.

Definitions

• “Goods” means the tangible products supplied under these terms.
• “Services” means any design, custom engineering or other services supplied by Seller.
• “Products” means Goods and/or Services collectively.

1. ORDERS

All orders received are subject to acceptance by Seller. Orders for standard Products, if cancelled by Buyer, may be subject to a cancellation fee or restocking charge at the sole discretion of Seller. Orders for special, custom or non-standard Products shall be non-cancellable and non-returnable.

2. PRICES

Prices shall be as specified by Seller and shall be applicable for the period specified in Seller’s quote. If no period is specified, prices shall be applicable for thirty (30) days. Notwithstanding the foregoing, prices shall be subject to increase in the event of an increase in Seller’s costs or other circumstances beyond Seller’s reasonable control unless a fixed contract price is tendered or agreed in writing by Seller prior to acceptance of order. Prices are exclusive of import duties, insurance, shipping charges and VAT unless specified otherwise in the quotation.

3. TERMS OF PAYMENT

Payment shall be net thirty (30) days from the date of invoice or as otherwise specified by Seller. Buyer agrees to pay the entire net amount of each invoice from Seller pursuant to the terms of each such invoice without offset or deduction.

Orders are subject to credit approval by Seller, which may in its sole discretion at any time change the terms of Buyer’s credit, require payment in cash, bank wire transfer or by official bank cheque and/or require payment of any or all amounts due or to become due for Buyer’s order before shipment of any or all of the Products.

If Seller believes in good faith that Buyer’s ability to make payments may be impaired or if Buyer shall fail to pay any invoice when due, Seller may suspend delivery of any order or any remaining balance thereof until such payment is made or cancel any order or any remaining balance thereof, and Buyer shall remain liable to pay for any Products already shipped and all non-standard Products ordered by Buyer.

Buyer agrees to submit such financial information from time to time as may be reasonably requested by Seller for the establishment and/or continuation of credit terms. Cheques are accepted subject to collection and the date of collection shall be deemed the date of payment. Any cheque received from Buyer may be applied by Seller against any obligation owing from Buyer to Seller, regardless of any statement appearing on or referring to such cheque, without discharging Buyer’s liability for any additional amounts owing from Buyer to Seller.

Buyer acknowledges and agrees that Seller shall be entitled to exercise its statutory rights under the Late Payment of Commercial Debts (Interest) Act 1998 (as amended from time to time) to charge interest on overdue invoices at the statutory rate of 8% per annum above the Bank of England base rate from time to time, together with fixed sum compensation and reasonable debt recovery costs. If Buyer fails to make payment when due, Seller may pursue any legal or equitable remedies, in which event Seller shall be entitled to reimbursement for all costs of collection and reasonable legal fees.

4. DELIVERY AND TITLE

Delivery of Goods to the Buyer is not included in the price. If, one week after Seller has notified Buyer that the Goods are ready for delivery, for any reason Buyer will not accept delivery of the Goods, or Seller is unable to deliver the Goods because Buyer has not provided appropriate instructions, documents, licences or authorisations, all risk in the Goods shall thereupon pass to Buyer. The Goods will be deemed to have been delivered and Seller may store the Goods until delivery, with Buyer responsible for all related costs including storage and insurance.

Seller retains title to all Goods until Seller has received full payment in cleared funds. Until title passes, Buyer shall hold the Goods as bailee for Seller, shall keep them separate and identifiable as Seller’s property, and shall not mix them with other goods. Buyer irrevocably authorises Seller and its agents to enter Buyer’s premises (or any third-party premises where the Goods are stored) at any time to inspect or repossess the Goods if Buyer is in payment default. Demand for the return or recovery of Goods shall not discharge Buyer’s liability to pay the whole of the invoice or Seller’s right to sue for the whole invoiced amount plus legal costs and expenses.

Risk of loss or damage passes to Buyer upon delivery of the Products to Buyer (or Buyer’s carrier). Seller shall use reasonable efforts to initiate shipment and schedule delivery as close as possible to Buyer’s requested delivery dates. Buyer acknowledges that delivery dates provided by Seller are estimates only and that Seller is not liable for failure to deliver on such dates. Seller reserves the right to make deliveries in instalments. Delivery of a quantity that varies from the quantity specified shall not relieve Buyer of the obligation to accept delivery and pay for the Products delivered. Delay in delivery of one instalment shall not entitle Buyer to cancel other instalments.

5. ACCEPTANCE OF PRODUCTS AND PRODUCT RETURNS

Inspection and acceptance of the Products shall be Buyer’s responsibility. Buyer is deemed to have accepted the Products unless written notice of rejection is received by Seller within five (5) days after delivery. Buyer waives any right to revoke acceptance thereafter. Buyer shall report any discrepancy in shipment quantity or damage within five (5) days after delivery. Buyer accepts that Seller is not responsible for damage due to Seller’s non-compliance with special handling or inspection warnings on packages containing optical components, electrostatic sensitive products or products requiring specialist inspection techniques or environments.

No return of Products will be accepted by Seller without a Return Material Authorisation (“RMA”) Number, which may be issued by Seller in its sole discretion. Returned Products must be in original manufacturer’s shipping cartons complete with all packing materials. All Products for return shall be returned freight prepaid in the manner specified in the RMA. If returned Products are claimed to be defective, a complete description of the nature of the defect must be included with the returned Products. Products not eligible for return shall be returned to Buyer, freight collect.

6. FORCE MAJEURE

Seller shall not be liable for failure to fulfil its obligations or for delays in delivery due to causes beyond its reasonable control, including (but not limited to) acts of God, natural disasters, acts or omissions of other parties, acts or omissions of civil or military authority, government priorities, changes in law, material shortages, fire, strikes, floods, epidemics, quarantine restrictions, riots, war, acts of terrorism, delays in transportation or inability to obtain labour or materials through its regular sources. Seller’s time for performance shall be extended for the period of such delay or Seller may, at its option, cancel any order or remaining part thereof without liability by giving notice to Buyer.

7. SELLER’S LIMITED WARRANTY

Seller warrants to Buyer that upon delivery to Buyer the Products purchased hereunder shall conform to the applicable manufacturer’s specifications for such Products. Seller makes no other warranty, express or implied, with respect to the Products. IN PARTICULAR, SELLER MAKES NO WARRANTY RESPECTING THE MERCHANTABILITY OF THE PRODUCTS OR THEIR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE OR RESPECTING INFRINGEMENT.

With respect to Products which do not meet applicable manufacturer’s specifications, Seller’s liability is limited, at Seller’s election, to (1) refund of Buyer’s purchase price for such Products (without interest), (2) repair of such Products, or (3) replacement of such Products; provided that such Products must be returned to Seller, within the manufacturer’s warranty period, transportation charges prepaid. Seller shall transfer to Buyer whatever transferable warranties and indemnities Seller receives from the manufacturer of the Products.

8. LIMITATION OF LIABILITIES

9. USE OF PRODUCTS IN LIFE SUPPORT, NUCLEAR AND CERTAIN OTHER APPLICATIONS

Products sold by Seller are not designed, intended or authorised for use in life support, life sustaining, nuclear, or other applications in which the failure of such Products could reasonably be expected to result in personal injury, loss of life or catastrophic property damage. If Buyer uses or sells the Products for use in any such applications:

• Buyer acknowledges that such use or sale is at Buyer’s sole risk;
• Buyer agrees that Seller and the manufacturer of the Products are not liable, in whole or in part, for any claim or damage arising from such use; and
• Buyer agrees to indemnify, defend and hold Seller and the manufacturer of the Products harmless from and against any and all claims, damages, losses, costs, expenses and liabilities arising out of or in connection with such use or sale.

10. EXPORT CONTROL

The sale, resale or other disposition of certain Products and related technologies or documentation may be subject to the export control laws, regulations and orders of the United Kingdom and may also be subject to the export and/or import control laws and regulations of other countries. Buyer agrees to comply with all such laws, regulations and orders and acknowledges that it shall not directly or indirectly export any Products to any country to which such export or transmission is restricted or prohibited. Buyer acknowledges its responsibility to obtain any licence to export, re-export or import as may be required.

11. STATEMENTS AND ADVICE

Any statements or advice, technical or otherwise, offered or given to Buyer are provided as an accommodation to Buyer and without charge. Seller shall have no responsibility or liability for the content or use of such statements or advice.

12. INTELLECTUAL PROPERTY

If an order includes software or other intellectual property, such software or other intellectual property is provided by Seller to Buyer subject to the copyright and user licence, the terms and conditions of which are set forth in the licence agreement accompanying such software or other intellectual property. Nothing herein shall be construed to grant any rights or licence to use any software or other intellectual property in any manner or for any purpose not expressly permitted by such licence agreement.

13. SOFTWARE, DATA AND CYBER SECURITY

Seller does not warrant that any software, firmware or embedded systems supplied will be error-free, uninterrupted or entirely secure from unauthorised access or cyber threats. Seller shall have no liability for any loss of data, loss of connectivity, cyber-security breach, system failure or incompatibility arising from integration with third-party systems or misuse of the Products, except to the extent that applicable law (including the Product Security and Telecommunications Infrastructure Act 2022) imposes mandatory obligations on Seller as manufacturer, importer or distributor.

14. GENERAL

As used herein, terms appearing in the singular shall include the plural and terms appearing in the plural shall include the singular. No rights, duties, agreements or obligations hereunder may be assigned or transferred by either party, by operation of law, merger or otherwise, without the prior written consent of the other. Any attempted or purported assignment shall be void. Notwithstanding the foregoing, Seller’s obligations under these Terms and Conditions may be performed by divisions, subsidiaries or affiliates of Seller. The obligations, rights, terms and conditions hereof shall be binding on the parties hereto and their respective successors and assigns. The waiver of any provision hereof or of any breach or default hereunder shall not be deemed a waiver of any other provision hereof or breach or default hereunder. Any provision hereof which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction. These Terms and Conditions shall be governed by and construed in accordance with the laws of England and Wales (excluding any law or principle which would apply the law of any other jurisdiction). The United Nations Convention for the International Sale of Goods shall not apply.