Terms and Conditions

1) Definitions
In these conditions of sale "the Company" means SLS Optics Ltd; "the Buyer" means any company, firm or individual from whom the Company receives an order which the Company has accepted in writing; "the Goods" means the products, materials, processes, equipment and services to be supplied by the Company, "the Specification" means the technical description of the Goods contained or referred to in the order.

2) Conditions
The Company accepts order for the supply of Goods subject only to these conditions. No variation of these conditions shall be valid or binding on the Company and these conditions shall take precedence over any inconsistent terms or conditions contained or referred to in any order of the Buyer or elsewhere unless such variation is made and accepted in writing by the Company.

3) Prices
Prices for standard products are clearly stated on the current Price List published by the Company, will apply on the date that the order is placed by the Buyer and be confirmed on the Order Acknowledgement. Price Lists are valid for one year from the effective date stated on the Price List. Prices for non standard products must be quoted in writing by the Company. Prices stated on Price Lists or quoted by the Company include insurance to the point of delivery but do not include delivery costs, taxes or duties which will be added to invoices payable by the Buyer.

4) Quotations
All quotations will clearly state the product description, technical specification, quantity, price and expected manufacturing time in weeks from the date of receipt of the order by the Company. Quotations are valid for a period of three months from the date of issue and may be extended at the sole discretion of the Company.

5) Orders
When an order for standard products is placed by the Buyer the product description, quantity and price must be clearly stated on the order. When an order for non standard product is placed by the Buyer the quotation number must be stated and the product description, quantity and price confirmed on the order. If the quotation and order are different in any material way the Company reserves the right to issue a revised quotation in writing and delay acknowledgement and processing until the Buyer confirms that the revised quotation is acceptable. Orders for standard products will be supplied to the technical specification published in the Company's product literature. Orders for non standard products will be supplied to the technical specification stated in the Company's quotation and confirmed in the Buyer's order. All orders will be acknowledged and a completion date given (week number) based on the best available information as to production capacity and material availability. Week numbers quoted for completion are estimated only and are not conditions of sale. No claim shall be made by the Buyer nor shall the Buyer refuse to accept delivery on the grounds of any failure to complete on any particular date.

6) Delivery
Delivery shall be effected when the Goods are received at the address nominated by the Buyer or his agent for delivery, except where the Goods are collected when it shall be when the Goods are handed over. The Company reserves the right to deliver by instalments and in such event each instalment shall be treated as a separate contract. If the Buyer refuses or fails to take or accept delivery of the Goods at the time specified the contract price shall nevertheless be paid as if delivery had taken place. The Company shall be entitled at its option to terminate the contract with immediate effect, to dispose of the Goods as the Company may determine and to recover from the Buyer any loss and additional costs incurred as a result of such refusal or failure, nor shall the Company be liable for any loss or damage suffered by the Buyer.

7) Terms of Payment
Accounts are payable within 30 days from the date of invoice, in Pounds Sterling, unless otherwise agreed in writing by the Company. In certain circumstances the Company may require payment by irrevocable letter of credit established by the Buyer in favour of the Company at the time of placing the order and confirmed through a Bank acceptable to the Company. The letter of credit must remain valid for cash drawings against presentation of the Company's invoices until the final contract payment has been made but in any case for at least 3 months after scheduled completion of the contract taking into account any agreed extensions. The Buyer agrees to arrange extensions of letters of credit for such periods as may be reasonably requested by the Company from time to time. Without prejudice to the Company's rights payment of accounts within the specified terms shall be a condition precedent to any further delivery of Goods to the Buyer.

8) Risk
The Company will insure the Goods whilst on its premises and during transit to the Buyer. The risk in the Goods shall pass to the Buyer on delivery. Notice of any claim for damage whilst in transit should be made in writing within 3 days of receipt of the Goods by the Buyer. In the event of loss or non delivery of the Goods the Buyer shall notify the Company in writing within 7 days of receiving notice of despatch by the Company. Claims for damage, loss or non delivery should be accompanied by fall particulars of the claim and include the order number and invoice number.

9) Warranty
The Company warrants that the Goods shall be in conformity with the Specification stated in the product literature or quotation. The Company shall replace or at its option refund the purchase price of any Goods that do not comply with this warranty. Any claim under warranty must be made within 14 days of delivery to the Buyer of the Goods alleged to be defective. It is the Buyer's responsibility to determine whether the Goods are suitable for the intended use, whether or not the intended use is known to the Company. No warranty or representation is given or made as to the suitability of the Goods supplied or their fitness for any particular purpose.

10) Limit of Liability
Except for death or personal injury caused by negligence the Company's total liability to the Buyer shall not exceed the cost of the defective, damaged or undelivered Goods as determined by the net price invoiced to the Buyer. The Company assumes that any components supplied by the Buyer for processing by the Company are of sufficient quality to meet the specification requirements. Supplied components will be inspected before processing and any non conformance notified to the Buyer. Non conforming components will not be processed without the written authorisation of the Buyer. If during normal handling and processing components supplied by the Buyer are damaged or destroyed the Company shall not be liable for replacement unless the damage or loss was due to negligence on the part of the Company. In the event that the process does not meet the specification the components will be returned to the Buyer and no charge will be made by the Company. Unless otherwise agreed in writing the Company shall not be liable for the cost of replacement, reworking or repair of the supplied components or for any additional costs incurred by the Buyer as a result of the failure of the process to meet the specification.

11) Cancellation
The Buyer may cancel or suspend the contract only with the prior written consent of the Company and must reimburse all costs incurred by the Company up to the date of cancellation or suspension. The Company may terminate the contract by written notice with the prior consent of the Buyer or if the Buyer shall become insolvent, have a Receiver appointed, breach any term of the contract or fail to pay any amount due to the Company within 30 days of the date payment is due.

12) Force Majeure
If the performance by the Company of any obligation under the contract is prevented, hindered or delayed by reason of force majeure then the Company shall not be responsible to the Buyer for any loss or damage incurred by the Buyer as a result. For the purpose of this condition the term Force Majeure shall include any factor affecting the performance of this contract attributable to acts, events, omissions or incidents beyond the reasonable control of the Company.

13) Jurisdiction
All contracts made with the Company shall be governed by and construed according to Manx Law and the parties hereby submit to the jurisdiction of the Isle of Man courts.