Terms of usage

Terms of site usage

Terms of Trade

PLEASE READ THE TERMS CAREFULLY BEFORE USING THIS WEB SITE. USING THIS WEB SITE INDICATES ACCEPTANCE OF THESE TERMS. IF YOU DO NOT ACCEPT THE TERMS, PLEASE TERMINATE YOUR SESSION.

Natgraph appreciates your interest in our products and services and your visit to our web site. We would like to draw your attention to the following:

Personal data

At Natgraph, we aim to give you as much control as possible over any personal information entered. It is important that you feel comfortable in visiting our web site. Any personal information that you may give us (including but not limited to your e-mail address) is only used for the following purposes:

• If you give us personal information in order to receive information (for example brochures, info requests etc.), we collect and store that information. This information enables us to fulfil your information request. If you review or download information, we track the visit. This is helpful, amongst other things, to provide you with tailored information and to provide us with information about which parts of the site are frequented.

• We do not sell or lend any of the information collected or stored about you.

Cookies are used on the Natgraph site. A cookie is a small text file containing text information that is stored on your computer. Our purpose in using cookies is to improve the use of the site for you as a visitor.

Session cookies are used on this site. They entail a temporary transfer of information between your computer and the web site. Session cookies are not permanently saved on your computer and disappear when you shut down the browser on your computer. It is possible for you to configure your browser to reject cookies by modifying the browser settings or preferences. However, due to the technology used by us on our web site, it will not function properly without the use of cookies.

LEGAL NOTICE

The contents of the web site are copyright © 2005 Natgraph. All Rights Reserved. Information on the web site, including but not limited to, text, images and sound, may not, except for strictly private purposes or where otherwise indicated, be reproduced, transferred, distributed or stored without prior written permission by Natgraph. Modifications to the contents of the web site are expressly prohibited. Some parts of the web site contain images that are subject to the copyright rights of their providers.

No Warranties or Representations

CONTENT ON THIS WEB SITE IS PROVIDED "AS IS". IN NO EVENT WILL NATGRAPH BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT OR OTHER CONSEQUENTIAL DAMAGES FOR ANY USE OF THIS WEB SITE OR ITS LINKS, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR INFORMATION HANDLING SYSTEM OR OTHERWISE, EVEN IF WE ARE EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Natgraph makes no warranties and/or representations whatsoever about any other web site, which you may access through this site. Such warranties and/or representations are provided only as a convenience and do not mean that Natgraph endorses or accepts any responsibility for the contents or the use of such web site. In addition, it is up to you to take precautions and to ensure that whatever you select for your use is free of such items as viruses, worms, Trojan horses and other items of a destructive nature.

Information on this web site may contain technical inaccuracies or typographical errors.

The information contained on this web site may be changed at any time without prior notification or obligation.

Information that is published on the web site may contain references or cross references Natgraph products, services etc. that are not announced or available in your country. The accuracy of such information cannot be guaranteed, particularly since this information is subject to change, specific requirements or availability and such references do not imply that Natgraph intends to announce such products, services etc. in your country. Contact your local dealer for complete details regarding the products, services etc. which may be available to you and for ordering.

Specific software available on the web site

Any software that may be available to download from this web site (the "Software") is the copyrighted work its suppliers. Use of the Software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software ("License Agreement"). Unless otherwise follows from the License Agreement the Software is made available for downloading solely for use by end users. Any reproduction or redistribution of the Software not in accordance with the License Agreement may result in civil and criminal penalties.

WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED.

THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THE LICENSE AGREEMENT. EXCEPT AS WARRANTED IN THE LICENSE AGREEMENT, NATGRAPH HEREBY DISCLAIMS ALL SOFTWARE WARRANTIES AND CONDITIONS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANT ABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

Contact

In case you have questions, please, do not hesitate to contact us through the Natgraph Contact Page.

TERMS AND CONDITIONS OF TRADE

1. DEFINITIONS

In these Terms and Conditions “the Company” shall mean Natgraph Limited and “the Purchaser” shall mean any

purchaser of goods or services provided by the Company.

2. GENERAL

The acceptance of the Company’s tender or quotation for the supply of goods or services implies the acceptance by the Purchaser of these terms and conditions and no terms and conditions inconsistent with them shall form part of the contract between the Company and the Purchaser unless specifically agreed by the Company in writing.

3. VALIDITY

Unless previously withdrawn, the Company’s tender or quotation shall remain open for the period stated therein or, if no period is stated, for 60 days only from the date thereof. In any event, the Company’s tender or quotation shall be subject to re-confirmation by the Company at the time it is accepted by the Purchaser.

4. ACCEPTANCE

4.1 If requested by the Company the Purchaser must accept the Company’s tender or quotation in writing and such acceptance must be accompanied by sufficient information to enable the Company to process the Purchaser’s order.

4.2 The Company reserves the right to make any changes to the specification of goods or services to be provided by it at any time after submission of the Company’s tender or quotation.

4.3 The Company also reserves the right (by giving notice to the Purchaser at any time before delivery of the goods or performance of the services) to increase the price of the goods or services to reflect any increase in the cost to the Company in supplying such goods or performing such services which is due

to any factor beyond the control of the Company (such as (but without limitation) any foreign exchange fluctuation, currency regulations, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture, any changes in delivery dates, quantities or specifications for the goods or services which are requested by the Purchaser, any delay caused by any instructions of the Purchaser or failure of the Purchaser to give the Company adequate information or instructions).

5. LIMIT OF CONTRACT

5.1 The quantity, quality and description of any specification for the goods and accessories to be supplied by the Company and any services to be provided by it shall be those set out in the Company’s quotation only.

5.2 The Company’s employees or distributors are not authorised to make or give (and the Purchaser must not rely on) any representations or advice or recommendations concerning the goods (and their use, storage or application) or the services which are not specifically confirmed in writing by the Company.

6. DRAWINGS, ETC.

6.1 The descriptions and illustrations of the goods and services contained in the Company’s catalogues, price lists and any other advertising material are intended to present a general view of the goods and services provided by the Company only and do not form part of the contract between the Company and the Purchaser.

6.2 All specifications, drawings, price lists and particulars of weights and dimensions submitted with the Company’s quotations or tenders are approximate only (and any typographical, clerical or other error or omission shall be subject to correction without any liability on the part of the Company).

6.3 The Purchaser shall be responsible for ensuring the accuracy of any specifications or requirements for the goods or services specified by the Purchaser.

7. PERFORMANCE

7.1 The Company shall not be liable for any failure by the goods to attain any performance figures quoted by the Company unless the Company has specifically guaranteed such performance figures in writing (which guarantee shall be subject to any tolerances specified or agreed to by the Company and subject to agreement on the amount of liquidated damages available in the event of breach of the guarantee).

7.2 If the performance figures actually attained by any goods are outside any rejection limits expressly provided for in the contract between the Company and the Purchaser the Purchaser shall be entitled to reject those goods PROVIDED that before the Purchaser becomes entitled to claim liquidated damages or reject the goods the Company shall be given reasonable time and opportunity to rectify them.

7.3 The Purchaser shall be deemed to have accepted and assumed responsibility for goods which the Purchaser has specifically stipulated are sufficient and suitable for the Purchaser’s purposes in any event.

8. LIABILITY FOR DELAY

8.1 Any dates quoted for delivery of the goods or performance of the services are approximate only and the Company shall not be liable for any delay in the delivery of such goods or the performance of such services nor shall such delay constitute a ground for the cancellation of the contract between the Company and the Purchaser.

8.2 The goods may be delivered or services performed by the Company in advance of the quoted delivery date subject to the Company giving reasonable prior notice to the Purchaser.

8.3 If the Company fails to deliver the goods or perform the services for any reason other than any cause beyond the Company’s control or due to the Purchaser’s default, as a result of which the Company is liable to the Purchaser, the Company’s liability to the Purchaser shall be limited to the excess (if any) over the price of the goods and/or services to be provided by the Company of the cost to the Purchaser (in the cheapest available market) obtaining of similar goods/services.

8.4 If the Purchaser fails to take delivery of the goods or fails to give the Company adequate delivery instructions then (without prejudice to any other right or remedy available to the Company) the Company may store such goods until actual delivery and charge to the Purchaser for storage and insurance thereof or sell the goods at the best price reasonably obtainable and (after deducting all

reasonable storage and selling expenses) account to the Purchaser for any excess over the contract price or charge the Purchaser for any shortfall below the contract price.

9. VARIATIONS

n the event of variations or suspension of work on the goods and/or services upon instruction from the Purchaser (or in the absence of instructions from the Purchaser) the contract price shall be increased to cover any extra expense incurred by the Company.

10. DELIVERY

10.1 Unless otherwise agreed in writing all goods and equipment are priced “ex works” and delivery shall be made at the Company’s premises.

10.2 Where the Company agrees to deliver the goods otherwise than at the Company’s premises the Purchaser shall be liable to pay the Company’s charges for transport, packaging and insurance.

Unless expressly agreed in writing, the Company will not be responsible for off-loading the goods upon delivery to the Purchaser.

10.3 The Purchaser shall be responsible for supplying to the Company all necessary information, final instructions and approvals to enable the Company to make delivery and the actual date of delivery shall depend on the supply of such information and instructions.

10.4 If the price for the goods includes transportation, packaging and insurance, the Company will repair or replace free of charge goods damaged in transit provided that the Company and the carriers receive written notification of the damage caused within three days of delivery, but not otherwise.

10.5 Where the goods are to be delivered by instalments each delivery shall constitute a separate contract and failure by the Company to deliver any one or more of the instalments in accordance with these conditions or the terms of the contract between the Company and the Purchaser or any claim by the

Purchaser in respect of any one or more of the instalments shall not entitle the Purchaser to treat the contract as a whole as repudiated.

11. PRICE, PAYMENT AND INTEREST

11.1 The price for the goods or services shall be the price quoted by the Company or (where no price has been quoted) the price listed in the Company’s published price list current at the date of acceptance of the quotation by the Purchaser. Where the goods are supplied for export from the United Kingdom the

Company’s published export price list shall apply. All prices quoted shall be valid for up to 60 days only after which time they may be altered by the Company without giving notice. All prices quoted are exclusive of any applicable Value Added Tax which the Purchaser shall pay in addition.

11.2 The price quoted by the Company for specially designed equipment will be based on the cost of material, labour, transport and compliance with statutory obligations prevailing at the date of quotation and if between the date of quotation and delivery of the goods such costs shall increase, the Company shall be entitled to increase the contract price accordingly.

11.3 Unless otherwise agreed in writing between the Company and the Purchaser all prices quoted by the Company are “ex works basis” and where the Company agrees to deliver the goods otherwise than at the Company’s premises, the Purchaser shall be liable to pay the Company’s charges for transport, packaging and insurance.

11.4 Unless otherwise agreed in writing the Company shall be entitled to invoice the Purchaser for the price of the goods and/or services on or at any time after delivery of the goods or performance of the services. If the goods are to be collected by the Purchaser and the Purchaser fails to take delivery of the goods, the Company shall be entitled to invoice the Purchaser for the price thereof at any time after the Company has notified the Purchaser that the goods are ready for collection.

11.5 The Purchaser shall pay the price of the goods/services supplied without deduction by the date or dates referred to in the Company’s tender or quotation (or in the absence of reference thereto) within 30 days of the date of the Company’s invoice (whether or not delivery has taken place and whether or not ownership in the goods has passed to the Purchaser). Time for payment of the price shall be of the essence of the contract.

11.6 If the Purchaser fails to pay for the goods/services on the due date then (without prejudice to any other right or remedy available to the Company) the Company shall be entitled:-

11.6.1 to cancel the contract or suspend further deliveries to the Purchaser as it sees fit;

11.6.2 to appropriate any payment already made by the Purchaser to such of the goods/services as the Company may think fit (notwithstanding any purported appropriation by the Purchaser); and

11.6.3 to charge the Purchaser interest (both before and after any judgement) on the amount unpaid at the rate of 2% per month until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).

12. DEFECTS AFTER DELIVERY

12.1 Except as expressly provided in these terms and conditions and except where the goods are sold to a person dealing as a “consumer” all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

12.2 Any claim by the Purchaser based on any defect in the quality or condition of the goods or their failure to correspond with specification shall be notified to the Company within a reasonable period after delivery of the goods to the Purchaser.

12.3 If any valid claim concerning any defect in the quality or condition of the goods or their failure to correspond with specification is notified to and accepted by the Company, the Company shall be entitled to replace the goods (or the defective part) free of charge or (at the Company’s sole discretion) refund to the Purchaser the price of the goods (or a proportionate part of the price) but the Company shall have no further liability to the Purchaser.

12.4 Except in respect of death or personal injury caused by the Company’s negligence the Company shall not be liable to the Purchaser in respect of any alleged representation or implied warranty, condition or other term or any duty at common law or under the express terms of the contract between the Company and the Purchaser for any consequential loss or damage whether for loss of profit or otherwise) costs and expenses or other claims for consequential compensation whatsoever (whether caused by the negligence of the Company, its employees or distributors or otherwise) which arise out of or in connection with the supply of the goods and/or the services and the use or re-sale of the goods by the Purchaser.

13. FORCE MAJEURE

The Company shall not be liable to the Purchaser nor be deemed to be in breach of contract by reason of any delay in performing or failure to perform any of the Company’s obligations in relation to the goods or the services if the delay of failure is due to any cause beyond the Company’s control.

14. PROPERTY AND RISK

14.1 Risk of damage to or loss of the goods shall pass to the Purchaser at the time the Company notifies the Purchaser that the goods are ready for collection or the Company delivers the goods to the Purchaser’s premises (or if the Purchaser wrongfully fails to take delivery of the goods at the time the Company delivers them).

14.2 Notwithstanding delivery and passing of risk in the goods the ownership of the goods shall not pass to the Purchaser until the Company has received in cash or cleared funds payment in full of the price for the goods (and all other goods sold by the Company to the Purchaser for which payment is then due) and until such time as the price is paid and ownership of the goods passes to the Purchaser the Purchaser shall hold the goods as the Company’s fiduciary agent and bailee, keeping them separate from the property of the Purchaser and third parties and properly stored, protected, insured and identified as the Company’s property.

14.3 Until the transfer of the ownership the Purchaser shall be entitled to re-sell or use the goods in the ordinary course of its business but shall account to the Company for the proceeds of sale or otherwise of the goods (including insurance proceeds) and shall keep all such proceeds separate from any monies or property of the Purchaser and any third parties.

14.4 Until ownership passes to the Purchaser (provided the goods are still in existence and have not been re-sold) the Company shall be entitled at any time to require the Purchaser to return the goods to the Company and if the Purchaser fails to do so, the Company may enter any premises of the Purchaser or any third party where the goods are stored and recover possession of them.

15. CANCELLATION

No order by the Purchaser which has been accepted by the Company may be cancelled by the Purchaser otherwise than with the agreement in writing of the Company and on terms that the Purchaser shall indemnify the Company in full against all losses (including loss of profit), costs (including costs of all labour and materials used), damages, charges and expenses incurred by the Company as a result of cancellation. In any event, no cancellation of any order by a Purchaser which has been accepted by the Company for the manufacture and supply of goods to the Purchaser’ specification shall be accepted.

16. CONFIDENTIALITY

All drawings, documents, confidential records, computer software and other information supplied by the Company to the Purchaser are supplied on the express understanding that copyright therein belongs and is reserved to the Company and the Purchaser will not without the Company’s written consent dispose of, use or permit any third party to use the same in any way other than in connection with the goods in respect of which they are supplied.

17. INSOLVENCY

If the Purchaser makes any voluntary arrangement with its creditors or becomes subject to an administration order or

(being an individual or firm) becomes bankrupt or (being a company) goes into liquidation or an encumbrancer takes possession or a receiver is appointed of any of the property or assets of the Purchaser or the Purchaser ceases or threatens to cease to carry on business then the Company shall be entitled to cancel the contract and suspend any further deliveries of goods to the Purchaser under the contract without liability to the Purchaser and if goods have been delivered but have not been paid for, the price thereof shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

18. EXPORT TERMS

18.1 In these Conditions “Incoterms” means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the contract is made. Unless the context otherwise requires any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these terms and conditions but if there is any conflict between the provisions of Incoterms and these terms and conditions the latter shall prevail.

18.2 Where the goods are supplied for export from the United Kingdom the provisions of this clause 17 shall (subject to any special terms agreed in writing between the Purchaser and the Company) apply notwithstanding any other provisions of these Conditions.

18.3 The Purchaser shall be responsible for complying with any legislation or regulations governing the importation of the goods into the country of destination and for the payment of any duties thereon.

18.4 Unless otherwise agreed in writing between the Purchaser and the Company the goods shall be delivered “ex works” at the Company’s premises.

18.5 The Purchaser shall be responsible for arranging for testing and inspection of the goods at the Company’s premises before shipment. The Company shall have no liability for any claim in

respect of any defect in the goods which would be apparent on inspection and which is made after shipment or in respect of any damage during transit.

18.6 Payment of all amounts due to the Company shall be made by telegraphic transfer to such bank account as the Company may specify or by irrevocable letter of credit opened by the Purchaser in favour of the Company and confirmed by a bank in London acceptable to the Company or (if the Company has agreed in writing on or before acceptance of the Purchaser’s order to waive this requirement) by acceptance by the Purchaser and delivery to the Company of a bill of exchange drawn on the Purchaser payable by the date referred to in the Company’s tender or quotation or (in the absence of reference thereto) Thirty (30) days after sight to the order of the Company at such branch of such Bank of England as may be specified in the bill of exchange.

19. GENERAL

19.1 Any notice required or permitted to be given by either party to the other under these conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

19.2 No waiver by the Company of any breach of the contract by the Purchaser shall be considered as a waiver of any subsequent breach of the same or any other provision.

19.3 If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected thereby.

19.4 Any dispute arising under or in connection with these conditions or the sale of the goods or performance of the services shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party by the President for the time being of The Law Society of England and Wales.

19.5 The contract shall be governed by the laws of England.

19.6 The contract between the Company and the Purchaser shall not be assignable by the Purchaser but the Company shall be entitled to assign its obligations or appoint one or more sub- contractors to carry out all or any part of its obligations under the contract.

19.7 The Purchaser shall not solicit or entice away from the Company any employee, agent or consultant employed or engaged by the Company.

19.8 The Purchaser shall ensure that all goods supplied by the Company to the Purchaser shall at all times be operated properly and safely in compliance with all relevant provisions of the Health & Safety at Work, Etc., Act 1974 (as varied from time to time) and any instructions concerning the use and

operation of the goods and will indemnify the Company against any actions, claims, damages, costs and expenses incurred or suffered by the Company as a result of any injury or damage caused by the use of the goods.