NCTECH LTD
STANDARD TERMS AND CONDITIONS OF TRADING

1.1. In these con­di­tions (unless the con­text oth­er­wise requires) the expres­sion “the Com­pa­ny” means NCTech Ltd and the expres­sion “the Client” means the busi­ness, firm or com­pa­ny to whom a quo­ta­tion is addressed or whose order the Com­pa­ny accepts. “The Ser­vices” and “the Prod­ucts” and “the Goods” mean the Ser­vices and Prod­ucts and Goods which are the sub­ject of such quo­ta­tion or order.

1.2. All prices quot­ed by the Com­pa­ny are based upon these Terms and Con­di­tions of Trad­ing and reflect the lim­i­ta­tions upon the Company’s lia­bil­i­ty con­tained here­in. Should the Client wish to con­tract with the Com­pa­ny oth­er­wise than with­in the terms of such Terms and Con­di­tions of Trad­ing spe­cial arrange­ments may be con­sid­ered at the Com­pa­nyʼs dis­cre­tion and upon agree­ment in writ­ing revised terms and/or a revised price may be quot­ed by the Com­pa­ny.

1.3. In the absence of such spe­cial arrange­ment (which shall not bind the Com­pa­ny unless made in writ­ing and signed on the Company’s behalf by a per­son duly autho­rised for that pur­pose) all quo­ta­tions giv­en and all con­tracts made by the Com­pa­ny and any addi­tions or amend­ments there­to shall be sub­ject to these Terms and Con­di­tions of Trad­ing which super­sede and shall be tak­en to over­ride any terms or con­di­tions pro­posed or stip­u­lat­ed by the Client.

2. LIMITS OF CONTRACT

No con­tract is cre­at­ed until an order is accept­ed by the Com­pa­ny. Prices quot­ed are sub­ject to revi­sion for errors and omis­sions at any time pri­or to con­tract­ing.

3. REPRESENTATIONS

All pho­tog­ra­phy, descrip­tive mat­ter and illus­tra­tions con­tained with­in the Company’s lit­er­a­ture, Rate Cards or adver­tise­ments, whether or not sup­plied with any quo­ta­tion or ten­der, are intend­ed to accu­rate­ly reflect the goods offered for sale with the excep­tion that where descrip­tions are not suf­fi­cient­ly accu­rate, the Client will be noti­fied pri­or to con­tract­ing if an item is incor­rect­ly described, includ­ing but not lim­it­ed to addi­tion­al infor­ma­tion along­side such mat­ter.

4. INTELLECTUAL PROPERTY

4.1 Where Goods and/or Prod­ucts are designed, cre­at­ed or oth­er­wise devel­oped by the Com­pa­ny pur­suant to the Con­tract then all intel­lec­tu­al prop­er­ty rights aris­ing as a result of the exe­cu­tion of the order or any ancil­lary work done by the Com­pa­ny through­out the world (includ­ing but with­out lim­i­ta­tion) patents, copy­rights, prop­er­ty rights, moral rights, design rights, reg­is­tered designs, trade marks, Service­marks and know­how and the right to apply for any of the fore­go­ing shall belong to the Com­pa­ny absolute­ly unless spec­i­fied with­in the Con­tract.

4.2 Any intel­lec­tu­al rights and copy­right which may be deemed to pass to the Client in respect of such works shall in all cas­es not pass until all fees, charges and costs in respect of said works are paid (and if any such pay­ment not made in cash, cleared) in full.

4.3 Where a right is deemed as passed by the Com­pa­ny to the Client, this shall be deemed as ʻnon exclu­siveʼ and the Com­pa­ny shall retain and reserve the right to issue same or sim­i­lar rights in respect of the work to any third par­ty.

5. PRICE

5.1. The price of the Ser­vices and/or the Prod­ucts and/or the Goods shall be the price as stat­ed in the Quo­ta­tion and/or Invoice sub­mit­ted by the Com­pa­ny sub­ject to the addi­tion of Val­ue Added, any deliv­ery charges and/or any oth­er tax­es or duties that may apply.

5.2. Any increase in costs or expens­es aris­ing from any act or omis­sion of the Client, or any mod­i­fi­ca­tions made at the Client’s request may, at the Company’s option, be charged to the Client as an addi­tion­al item.

6. BACK ORDERS / PERFORMANCE

6.1 Any time or date for the per­for­mance of the Ser­vices and/or the deliv­ery of Prod­ucts and/or the Goods whether spec­i­fied in the Company’s Quo­ta­tion or oth­er­wise giv­en by the Com­pa­ny shall be tak­en as an esti­mate made by the Com­pa­ny in good faith but shall not be bind­ing upon the Com­pa­ny either as a term of

Reg­is­tered Office: 1 Bor­oughloch Square, Morn­ing­side, Edin­burgh EH8 9NJ Reg­is­tered in Scot­land No. 389309 Tel: +44 131 202 6258 Email: enquiries@nctechimaging.com Web: www.nctechimaging.com

the Con­tract or oth­er­wise. In no cir­cum­stance shall the Com­pa­ny be liable for any loss or dam­age sus­tained by the Client in con­se­quence of fail­ure to per­form the Ser­vices and/or deliv­er the Prod­ucts and/or the Goods with­in such time or by such date or in con­se­quence of any oth­er delay in deliv­ery how­ev­er caused.

6.2 Deliv­ery of any Prod­ucts and/or Goods and (where applic­a­ble) Ser­vices shall be made at the premis­es spec­i­fied by the Client. The risk in the Goods shall pass the Client upon deliv­ery.

6.3 If the orig­i­nal agreed deliv­ery date can­not be met by the Com­pa­ny and the Client would rather not wait, the Client has the the option to can­cel the order.

6.4 Unless a longer peri­od is agreed by the Client, then the Com­pa­ny will deliv­er the goods with­in 30 days. If the Com­pa­ny can­not deliv­er with­in this time, then the Com­pa­ny will advise the Client who will have the option to agree anoth­er time for deliv­ery or a refund. If the goods are soft­ware or dig­i­tal files sup­plied as a ‘down­load link’ then the date of sup­ply shall be the date of sup­ply of a link address (URL/FTP etc) to the cus­tomer. Links sup­plied for the down­load of files may be sup­plied as ‘one use only’, for a spec­i­fied time valid­i­ty, and in no case to be avail­able beyond a peri­od of 30 days from the date of deliv­ery.

7. VARIATIONS TO SPECIFICATION

The Com­pa­ny reserves the right to sub­sti­tute oth­er Goods, Prod­ucts or Ser­vices of equiv­a­lent val­ue and qual­i­ty when the Goods, Prod­ucts or Ser­vices spec­i­fied are not read­i­ly avail­able. Any vari­a­tion shall be agreed between the Client and the Com­pa­ny from time to time as may be nec­es­sary.

8. PAYMENT

8.1. The Com­pa­ny requires that all pay­ments due be made by pre­pay­ment with goods shipped on receipt of pay­ment. Where a Cred­it Facil­i­ty is giv­en by the Com­pa­ny pay­ment shall be due with­in 30 days from date of invoice, whether the pay­ment is due for Ser­vices and/or Goods and/or Prod­ucts. Any amend­ments there­to shall be sub­ject to writ­ten author­i­ty from the Com­pa­ny and The Com­pa­nyʼs pay­ment terms and con­di­tions shall be tak­en to super­sede and to over­ride any terms or con­di­tions pro­posed or stip­u­lat­ed by the Client.

8.2 If the Client fails to pay in accor­dance with the pay­ment terms the Com­pa­ny shall be enti­tled and will exer­cise their statu­to­ry right to inter­est under the Late Pay­ment of Com­mer­cial Debts (Inter­est) Act 1998.

8.3 Notwith­stand­ing con­di­tion 8.1 the Com­pa­ny shall with­out prej­u­dice to its oth­er rights have the right by notice in writ­ing to the Client to demand imme­di­ate pay­ment of all monies due from the Client to the Com­pa­ny for any Goods and/or Prod­ucts deliv­ered and/or Ser­vices per­formed at any time.

8.4 Time for pay­ment by the Client for Goods and/or Prod­ucts and/or Ser­vices pro­vid­ed under the Con­tract shall be of the essence.

9. PAYMENT METHODS AND SURCHARGES

9.1 Pay­ment Meth­ods. Meth­ods of pay­ment accept­ed are cred­it card, Pay­Pal or BACS.

9.2 Sur­charges. NCTech Ltd apply a fixed 3% sur­charge for all online orders over £2000 (or €/$ equiv­a­lent) when pay­ment is made via cred­it card or Pay­Pal. There are no sur­charges when pay­ment is made by BACS.

10. PRE-ORDERS

10.1 Prod­ucts. You may pre-order the iris360™ Upgrade prod­uct.

10.2 Pay­ment. You will be charged at the time of plac­ing the pre-order. Meth­ods of pay­ment accept­ed are cred­it card, Pay­Pal or BACS. Your plac­ing of a pre­-order con­sti­tutes your express agree­ment to the com­pa­ny charg­ing of your pro­vid­ed pay­ment method at such time. The pur­chase price includes ship­ping and UK VAT @ 20% where applic­a­ble but excludes any local charged import duties and/or tax­es.

10.3 Ship­ping. We will advise on esti­mat­ed ship­ping dates at time of pur­chase, sub­ject to any unfore­seen rea­son­able delays in man­u­fac­tur­ing and/or deliv­ery. Such dates are only an esti­mate, are sub­ject to change, and Com­pa­ny does not rep­re­sent or war­rant that it will be able to ship the Prod­uct by the esti­mat­ed date. As a result, in the event that a delay aris­es and the esti­mat­ed ship­ment and/or release of the prod­uct is not met, NCTech Ltd is not respon­si­ble for any dam­ages that may occur due to the delay, nor shall it be oblig­at­ed, except as set forth in these Terms and Con­di­tions, to pro­vide any dis­counts, refunds or cred­its due to any such delays. The Prod­ucts will be shipped in the order in which your Pre-Order is received by the Com­pa­ny.

11. CANCELLATION

11.1 The can­cel­la­tion peri­od in the case of con­tracts for the sup­ply of goods begins with the day on which the con­tract is con­clud­ed. The can­cel­la­tion peri­od ends on the expiry of 14 days, begin­ning on the day after the day on which the Client receives the goods. The Client has a right to a ‘cool­ing off peri­od’ dur­ing which they may can­cel their order for any rea­son, and to exer­cise this right.

11.2 In the case of can­cel­la­tion where the Client has tak­en deliv­ery of the goods, then the Client will be required to return the goods in good, com­plete and saleable con­di­tion, com­plete with ALL PACKING, BOXES, MANUALS, WARRANTY AND REGISTRATION CARDS and the cost of deliv­ery and return will be levied against the Client.

11.3 If goods are returned in a damaged/incomplete con­di­tion then addi­tion­al charges of a 10% restock­ing fee will be made at the dis­cre­tion of the Com­pa­ny.

11.4 Where the Client has exer­cised the right to can­cel, then monies will be returned with­in 30 days of the accep­tance of the return of goods as per 8a.2 above.

12. PASSING OF PROPERTY

The Goods shall remain the sole and absolute prop­er­ty of the Com­pa­ny until such a time as the Client shall have paid to the Com­pa­ny the agreed price togeth­er with the full price of any oth­er Goods the sub­ject of this or any oth­er con­tract with the Com­pa­ny.

13. DEFAULT OR INSOLVENCY OF CLIENT

If the Client shall be in breach of any of its oblig­a­tions under these Con­di­tions or shall have a statu­to­ry demand or peti­tion for bank­rupt­cy issued against him, or make any arrange­ment with his cred­i­tors, or being a cor­po­rate body shall have a receiv­er, admin­is­tra­tor or liq­uida­tor appoint­ed or if any order shall be made or any res­o­lu­tion passed for wind­ing up the same, the Com­pa­ny may, with­out prej­u­dice to its oth­er rights, demand imme­di­ate pay­ment by the Client of all unpaid accounts and sus­pend or can­cel this and any oth­er con­tract between the Com­pa­ny and the Client with­out any lia­bil­i­ty attach­ing to the Com­pa­ny in respect of such sus­pen­sion or can­cel­la­tion and retain any pay­ment made by the Client to be set off against any loss the Com­pa­ny may incur.

14. GUARANTEE

The Com­pa­ny war­rants to the Client that it will per­form the Ser­vices with rea­son­able care and skill and that all Goods and/or Prod­ucts and/or Ser­vices sup­plied by it shall in all respects (sub­ject to clause 7 here­of) be in accor­dance with the Client’s order.

15. FORCE MAJEURE

15.1 If the per­for­mance of the con­tract by the Com­pa­ny shall (in part or in whole) be delayed or be inca­pable of per­for­mance by any cir­cum­stances or con­di­tions beyond the con­trol of the Com­pa­ny includ­ing (but with­out prej­u­dice to the gen­er­al­i­ty of the fore­go­ing) war, indus­tri­al dis­putes, strikes, lock­outs, fail­ure of con­trac­tors or sub­contractors, riots, fire, storm, Act of God, acci­dents, non avail­abil­i­ty or short­age of mate­ri­als or labour, any statute, rule, bye­law, order or req­ui­si­tion made or issued by any leg­is­la­ture, Gov­ern­ment or Gov­ern­ment Depart­ment, local or oth­er duly con­sti­tut­ed author­i­ty, then the Com­pa­ny shall (at its option and sole dis­cre­tion) have the right to :

15.2 sus­pend fur­ther per­for­mance of the con­tract or that part of the con­tract so affect­ed until such time as the cause of the delay shall no longer be present; or

15.3 be dis­charged from fur­ther per­for­mance of and lia­bil­i­ty under the con­tract; and if the Com­pa­ny exer­cis­es such right the Client shall there­upon pay the con­tract price less a rea­son­able allowance for what has not been per­formed or deliv­ered by the Com­pa­ny.

15.4 If the Con­tract shall (in part or in whole) have been delayed or ren­dered inca­pable of per­for­mance by the fail­ure of any con­trac­tor or sub­contractor then the Com­pa­ny shall (on receiv­ing the Client’s writ­ten request and indem­ni­ty) assign to the Client all and any rights of the Com­pa­ny against the con­trac­tor or sub­contractor and the lia­bil­i­ty of the Com­pa­ny to the Client in such cir­cum­stances shall be lim­it­ed to the assign­ing the Company’s rights (if any) against the Con­trac­tor to the Client.

16. SPECIAL HANDLING AND ADMINISTRATION FEES

The Com­pa­ny retains the right to make addi­tion­al charges for admin­is­tra­tion and han­dling of orders where at the Clients request addi­tion­al paper­work, admin­is­tra­tion and or pack­ag­ing are required to com­plete the Con­tract these charges shall be sub­ject to a min­i­mum of £25 (Twen­ty Five Pounds Ster­ling) or 5% of the total NETT val­ue of the con­tract whichev­er is the greater.

17. LEGAL CONSTRUCTION

All quo­ta­tions ten­ders, orders and con­tracts aris­ing there­on shall be con­strued in accor­dance with Scot­tish Law and shall be sub­ject to the exclu­sive juris­dic­tion of the Scot­tish Courts.

Reg­is­tered Office: 1 Bor­oughloch Square, Edin­burgh EH8 9NJ Reg­is­tered in Scot­land No. 389309 Tel: +44 131 202 6258
Email: enquiries@nctechimaging.com Web: www.nctechimaging.com