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