1. Interpretation In these Terms and Conditions: 'Company' means Data Acquisition & Testing Services Limited. 'Contract' means the agreement between the Company and the Customer arising from the Customer placing an Order by way of accepting in writing the relevant Quotation, and the Company accepting the Order by way of a written Order Acknowledgement or Invoice. The Contract shall be deemed to incorporate and be governed by these Conditions. 'Customer' means the person, firm or company which places an Order for the purchase of products and/or services as a named in the Quotation, Order Acknowledgment or Invoice. 'Products’ means products which the Company has agreed to supply to or for the Customer under any Contract, as described in the relevant Quotation. 'Services' means services which the Company has agreed to provide to or for the Customer under any Contract, as described in the relevant Quotation.

2. Basis of Sale These Terms and Conditions shall take precedence over any Terms and Conditions which appear in the Customer’s Order or in any documents incorporated by reference in the Customer's Order. Any variations to the Company's Terms and Conditions are invalid unless confirmed by the Company in writing.

3. Quotations Quotations are valid for 30 days and are not binding until the date of acceptance by the Company. Prices, specifications and delivery dates referenced in the Company's Quotation are for information only and shall not be binding until the Company has accepted the Customer's Order in writing. The Customer shall be responsible to the Company for ensuring the accuracy of the terms of any Order, including any applicable specifications relating to the Products and/or Services within a sufficient time to enable the Company to perform the Contract in accordance with its terms.

4. Orders By submitting an Order to the Company, the Customer agrees to be subject to these Conditions in their entirety. All Orders must be bona fide commitments showing definite prices and quantities and mutually agreed delivery dates. No Order, whether or not submitted in response to a Quotation by the Company, shall be binding upon the Company until accepted in writing by the Company.

5. Prices Prices quoted unless specifically stated do not include taxes, export and/or import charges, VAT, packaging, insurance, carriage or delivery charges. The prices for Products and/or Services shall be the price quoted by the Company to the Customer and accepted in writing by both parties. The Company reserves the right by giving notice in writing to the Customer to amend the price if increases in the cost of materials, labour, freight and any change in the parity of exchange rate, duties or other circumstances arise before completion of the Order. In such circumstances cancellation of the Order shall be permitted within a 48 hours. Where this is part way through a Contract, the Customer shall be liable for the Products and/or Services supplied or to the point of cancellation. If work is suspended because of the Customer's instruction, lack of instructions or failure to supply specifications extra charges may be made.

6. Terms of Payment Unless otherwise stated in the Contract the Customer shall the invoiced on delivery of the Order. Payment should be made to the Company's offices; Unit 4 Gainsborough Close, Gainsborough Business Park, Long Eaton, Nottingham, NG10 1PX no later than 30 days following the date of Invoice. If the Customer fails to make any payment when due then, the Company reserves the right to suspend or cancel further delivery of Products and/or Services. All outstanding balances not paid by the due date will be liable to interest at a rate of 9% per annum until the payment is received in full, this interest shall be calculated daily.

7. Risk and Property Risk of damage to or loss of the Products shall pass to the Customer at the time of delivery. Property of the Products shall not pass to the Customer until the Company has received cleared funds paid in full for the whole of the purchase price as agreed in the Contract. Any claims for loss or damage shall be filed with the carrier and notified to the Company in writing no more than 5 days following the delivery date. Products shall be deemed finally inspected by and accepted 10 days after delivery unless notice of rejection is given to the Company within 10 days. Acceptance shall constitute acknowledgment of full delivery by the Company of all obligations under the Contract.

8. Delivery of Products

8.1 The Company shall arrange the delivery of the Products to the Customer's premises or other delivery location agreed in the Quotation. The delivery dates set out in the Quotation are approximate only and the Company shall not be liable for any delay in the delivery of Products or consequences thereof howsoever caused, including but not limited to, delay or interruption of the Company's work before or during the delivery period, any strike, lockout, labour dispute, fire, breakdown of machines, force majeure or by any cause whatsoever beyond the Company's control, in which case deliveries may be wholly or partially suspended or the delivery period extended by the length of time during which deliveries are suspended.

8.2 The Products may be delivered by the Company in advance of the quoted delivery date upon giving reasonable notice to the Customer. Where Products are ready for delivery the Company may postpone delivery at the request of the Customer provided that the Customer pays in full the price of the Products to the Company forthwith. The Company may store the Products at its own premises or elsewhere at the Customer's sole risk and all storage, insurance and transport charges shall be paid by the Customer. The Company reserves the right to make delivery of Products by installments and to tender a separate invoice in respect of each installment. When the Company exercises its right to deliver by installments or if there is a delay in the delivery of any one or more installments for whatever reason the Customer shall not be entitled to treat the Contract as a whole or as repudiated.

9. Cancellation

9.1 No Contract for Products ordered may be cancelled by the Customer and no Products may be returned without the prior written consent of the Company. If the Company agrees to accept a cancellation it shall be entitled to charge the Customer a minimum cancellation fee of 20% of the purchase price. The Customer shall indemnify the Company against the cost of all labour and materials used in connection with the Order so cancelled or varied and against all loss, damage costs, charges and expenses suffered or incurred by the Company as a result of that cancellation or variation howsoever arising. The Customer is responsible for returning such Products in unused condition to the Company.

9.2 Contracts for Services shall commence on the date identified in the relevant Quotation and shall continue for the term as prescribed in the relevant Quotation. Either party may terminate a Contract for Services by giving 60 days written notice to the other party. Either party may terminate a Contract for Services immediately at any time by written notice to the other party if the other party commits a material breach of Contract or Services which it is incapable of remedy or which it fails to remedy within 30 days of receiving written notice requiring it to be remedied. Where the Company has incurred costs associated with the Contract, the Customer shall indemnify the Company against the cost of all labour and materials used in connection with the Order so cancelled or varied and against all loss, damage costs, charges and expenses suffered or incurred by the Company as a result of that cancellation or variation howsoever arising.

10. Guarantee

10.1 The Company does not guarantee the Products whether new or second user against any defects except where explicitly detailed by the Company in the Contract. The Company in so far as it is able shall pass on to the Customer the benefit of all manufacturers guarantees connected with the Products supplied. The Customer shall be entitled to return any new and/or second user Products supplied by the Company within 7 days of delivery for a full refund less any delivery costs incurred by the Company. The Products must be returned in the same delivered condition. The Customer shall be liable for all return carriage costs.

10.2 Where the Company agrees a guarantee in the written Contract, the Company's liability shall apply to defects that appear during normal and proper operation in accordance with any operating or service manuals supplied by the manufacturer. The company shall be under no liability in respect of any defect of the Products arising from any causes beyond the Company’s reasonable control, or to defects arising from the Customer's faulty maintenance or handling or from alterations carried out without the Company's prior authorisation in writing or from repairs which have not been carried out in accordance with any operating or service manual supplied by the manufacturer nor does it apply to normal wear and tear.

10.3 The Company’s liability under this Clause is limited to the replacement of or making good the defects of the Products.

11. Contracts for Services

11.1 In the event that a Contract made between the Company and the Customer shall amount to a Contract for the provision of Services rather than a Contract for sale of Products then the provisions of these Terms and Conditions shall apply with such modifications as may necessary to give effect to them.

11.2 Where the Company undertakes work on the Customers Products and/or equipment the Customer is reminded that the Company undertakes no liability in respect of any defect or deficiency except to provide the Guarantee which is referred to in clauses 9 and 10. The Customer should also make arrangements for insurance whilst Products and/or equipment are on the Company's premises or in transit.

11.3 Where specifications are to be supplied by the Customer they must be supplied before the Contract can be entered into. Whether the Customer is to supply working drawings or components these must be delivered to the Company by the agreed date. Delay in the supply of such drawings or components will entitle the Company to defer delivery of the Products by a period equivalent to such delay.

11.4 Where any additional or changed information is submitted to the Company by the Customer the Company reserves the right to increase prices to cover any costs (including overheads) arising from and any losses incurred by the Company as a result of such alteration and to extend the delivery.

11.5 Where Products have been supplied to the Customer’s specifications, the Company accepts no liability or defect in such Products, and the Customer shall indemnify the Company against all actions, claims, costs and proceedings, including claims that the specification or Products infringe(s) the intellectual property rights of another. The Company gives no warranty as to their fitness for any particular purpose so supplier to the Customers own specification and accepts no liability for clerical or stenographical errors on the drawings or specifications provided by the Customer.

11.6 The Company reserves the right to sub-contract the fulfilment of any Contract or any part thereof.

11.7 The Company shall not be liable for any delay in the delivery of Services or consequences thereof howsoever caused, including but not limited to delay or interruption of the Company's work before or during the Service period, any strike, lockout, labour dispute, fire, breakdown of machines, force majeure or by any cause whatsoever beyond the Company's control in which case Services as set out in the Contract may be wholly or partially suspended and the Service delivery period extended by the length of time during which Services are suspended.

11.8 Any experimental results supplied or recommendations made under a Service Contract are given in good faith within the limitations of the data available, but no warranty, by express or implied is given as to the performance of, or results obtained from such a Service and the Company cannot accept any liability for the consequences or applying the said results and recommendations.

12. Liability

12.1 The Company shall be under no liability for any defects drawn to the attention of the Customer before Products are delivery.

12.2 The Company shall be under no liability for any damage caused to the Products during transit.

12.3 Although the greatest care is always taken when recommending the use of appropriate Products and advise and assist in the correct installation, the Company cannot accept any liability whatsoever for the incorrect functioning and of these Products after delivery or installation or for any consequential loss, injury or damage which may result from their use and the Company’s liability is strictly limited to the replacement of Products which are shown to have been faulty when dispatched.

12.4 The Company shall be under no liability for any losses arising due to loss or corruption of data capture.

12.5 Where the Company is presenting data collected or where observations and/or recommendations are made, they are given in good faith within the limitations of the information available; it is the Customers responsibility to validate the data presented before considering its usefulness. The Company cannot accept any liability whatsoever for how the information is subsequently used by the Customer.

12.6 The Company shall be under no liability for any losses arising out of a force majeure event.

12.7 Except in the respect of death or personal injury caused by the Company’s negligence the Company shall not be liable to the Customer by reasons of any representation, or any implied warranty, condition or other term, or any duty at common law, or under express terms of the Contract, or any consequential loss or damage (whether for loss of profit, business, contracts, goodwill, reputation or otherwise), costs and expenses or other claims for consequential compensation whatsoever and whether caused by of the negligence of the Company which arise out of or in connection with the supply of Products and/or Services.

12.8 The Company’s aggregate liability under the Contract shall be limited to the total amount paid by the Customer to the Company under the Contract.

13. Confidential Information Each party will keep confidential the Confidential Information of the other party, and will not disclose that Confidential Information to any third-party except with the prior written consent of the other party has been sought. The obligations under this Clause will not apply where the Confidential Information has been published or has become public knowledge (other than as a result of a breach of Contract).

14. Intellectual Property Rights All intellectual property rights, including but not limited to, drawings, articles, reports, inventions, improvements by modification and discoveries, produced from or arising as a result of the performance of the Contract shall, so far as is not already vested, become the absolute property of the Company, and the Customer shall do all that is reasonably necessary to ensure that such rights vest in the Company by the execution of appropriate instruments or the making of agreements with third parties.

15. Insolvency of the Customer If the Customer becomes bankrupt or subject to an administration order, goes into liquidation (other than for the purpose of solvent amalgamation or reconstruction), has a receiver, administrative receiver, administrator or manager appointed for the whole or any part of its assets or business, makes any composition or arrangement with its creditors, takes or suffers any similar action in consequence of debt, carries or undergoes any equivalent act or proceedings under an applicable foreign law or the Customer ceases, or threatens to cease, to carry on business or the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly, then the Company shall without prejudice be entitled to withhold any further supplier of Products and/or Services, cancel the Contract without any liability to the Customer, and if Products have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

16. General If any of these Clauses or any part of these Clauses is rendered void or unenforceable by any legislation to which it is subject, it shall be void or unenforceable to that extent but no further. The Contract shall be governed by and constructed in accordance with the Laws of England. No variation to these conditions shall be binding unless agreed in writing by the Company and the Customer. Any advice or recommendations given by the Company or its employees or agents to the Customer which is not confirmed in writing by the Company is followed or acted upon is entirely at the Customer's own risk.