TERMS AND CONDITIONS OF SALE OF GOODS

A.    We  are Intec Supplies ,  a  company  registered  in England and Wales and with our registered office at 47 Rochdale Lane, Royton, Oldham, OL2 5RW  ("INTEC SUPPLIES").
B.    The term "Customer" shall mean the party placing a purchase order or otherwise desiring to purchase products from INTEC SUPPLIES. The term "goods" means the goods set out by INTEC SUPPLIES in a written order acknowledgement.
C.   The Website is  only  intended  for  use  by Customers registered or based in the UK. INTEC SUPPLIES does not accept website purchase orders from outside the UK on the Website.  By  placing  an  order  via  the  Website,  Customer warrants that a) Customer is registered or resident in the UK and b) that Customer is accessing the Website from within the UK.
1.    BASIS OF CONTRACT
1.1. These terms and conditions and any revision from time to time
("Agreement") shall apply to all contracts between INTEC SUPPLIES and Customer for the sale and purchase of goods, whether through the Website or by any other means, to the exclusion of any terms and conditions which Customer may seek to impose or incorporate. INTEC SUPPLIES’s failure to object to provisions contained in any  Customer  document  or  communication  shall  not  be deemed a waiver of the application of the terms and conditions contained herein. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of INTEC SUPPLIES which is not set out in Agreement. Please read this Agreement carefully and make sure you understand the content before ordering any   goods.   Customer   should   understand   that   by ordering  any  of  our  goods,  Customer  agrees  to  be bound by this Agreement. Customer should print a copy of this Agreement for future reference.
1.2  Without limiting the generality of the foregoing, any terms or conditions  set  forth  on  any  Customer  documents  and  any
communications (written or oral) between the parties that are
inconsistent with, or are not included within, this Agreement shall not be binding on INTEC SUPPLIES unless signed by an authorized officer of each party.
2.    ORDERS
2.1  A purchase order place via the Website, orally or by any other means constitutes an offer by Customer to purchase goods in accordance with this Agreement. Customer's order shall only be deemed to be accepted when INTEC SUPPLIES dispatches the goods with a shipping note, at which point a contract will come into existence.
2.2  Verbal orders shall be accepted only at Customer's risk and INTEC SUPPLIES's interpretation of any verbal instructions
will  be  considered  and  agreed  by  Customer  to  be
correct and valid. In placing an order with Intec Supplies other than via the Website, Customer accepts and acknowledges  that  this  Agreement  shall  be incorporated into the contract.
2.3 Once Customer's order has been accepted, it may not be cancelled or rescheduled without INTEC SUPPLIES’s written consent. All orders must include delivery dates, quantities and complete description of goods being purchased including, for web-based orders, such other information as is requested by INTEC SUPPLIES from time to time. INTEC SUPPLIES may in its sole discretion allocate goods among its Customers. INTEC SUPPLIES may designate certain goods as non-cancelable, non-returnable ("NCNR") or customer specific ("CS") goods and the sale of such goods shall be subject to the special terms and conditions contained in INTEC SUPPLIES’s special agreement with any such Customer, which shall prevail and supersede any inconsistent terms and conditions contained herein or elsewhere.

2.4  A quotation for goods given by INTEC SUPPLIES shall not constitute an offer.
Unless previously withdrawn, INTEC SUPPLIES's quotation shall be valid for a period of 14 days from its date of issue unless otherwise stated
3.    PRICES
3.1. The Website and INTEC SUPPLIES's physical marketing and product materials contain a large number of goods and it is possible that, despite our best efforts, some of the goods listed may be incorrectly priced. INTEC SUPPLIES will normally verify prices as part of our despatch procedures and the prices of the goods shall be the price ruling at the date of despatch of the goods notwithstanding any price specified in any order or any acceptance of an order. Pricing for undelivered goods may be increased in the event of any increase in INTEC SUPPLIES’s cost, change in market conditions or any other causes beyond INTEC SUPPLIES’s reasonable control.
3.2  INTEC SUPPLIES shall be under no obligation to supply the goods to Customer at an incorrect (lower) price even after INTEC SUPPLIES has sent confirmation of despatch, if the pricing error is obvious and unmistakeable and could  have  reasonably been recognised  by  Customer  as  a mis- pricing.
3.3. Prices are ex works, excluding VAT prices and any other taxes and/or duties. Unless otherwise agreed to in writing by INTEC SUPPLIES, all prices quoted are exclusive of transportation and insurance costs, duties, and all taxes including, but not limited to, federal, state, provincial and local sales, excise, value added, goods and services taxes and any other applicable taxes. Customer agrees to pay these taxes unless Customer has provided INTEC SUPPLIES with an exemption resale certificate in the appropriate form for the jurisdiction of Customer’s place of business and any jurisdiction to which goods are to be directly shipped hereunder, or unless the sale is otherwise exempt from these taxes. Customer agrees to indemnify and hold INTEC SUPPLIES harmless for any liability for tax in connection with the sale, as well as the collection or withholding  thereof,  including penalties and interest thereon. When applicable, transportation and taxes shall appear as separate items on INTEC SUPPLIES’s invoice.
4.    PAYMENT TERMS
4.1. Payment shall be due according to terms of payment and currency specified on the front of INTEC SUPPLIES's invoice or set out on the Website
or as notified to Customer by any other means from time to time.
Payment shall be made in full in cleared funds within the timescale specified  on  INTEC SUPPLIES's  invoice. Time  of  payment  shall  be  of  the essence. Customer may not withhold payment of any invoice or other amount due to INTEC SUPPLIES by reason of any right of set off or counterclaim which the Customer may have or allege to have or for any reason whatsoever.
4.2. If Customer fails to make any payment due to INTEC SUPPLIES under the contract by the due date for payment then INTEC SUPPLIES reserves the right:
a)    to charge default interest (without any notice) at the rate of
8%  above  currency  LIBOR  interest  rate  per  annum.  Such default interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, both before and after any judgment is made against Customer until the date on which payment in cleared funds is received in full, including all accrued interest; and/ or
b)    charge a reasonable administration fee to reflect the costs incurred by INTEC SUPPLIES in recovering such debt, including any fees
payable by INTEC SUPPLIES to any debt recovery agency appointed to
recover such debt on INTEC SUPPLIES's behalf.
4.3. In the event that INTEC SUPPLIES agrees in writing to receive payment in several installments, any overdue payment, shall cause the entire
outstanding  payment  amount  to  become  due  for  immediate
payment, and said amount shall bear interest as set forth in clause
4.4. INTEC SUPPLIES reserves the right to conduct credit checks against Customer and may request from Customer prepayment or a bank guarantee in a form to be approved by Intec Supplies and issued by a bank acceptable to it in an amount not exceeding the total price of the purchase order. If Customer fails to make payment for goods as herein provided, or if, in INTEC SUPPLIES opinion, a change in Customer's financial condition or other circumstances has created reasonable concerns as to Customer’s  credit  worthiness,  INTEC SUPPLIES  may  at  any  time  request (additional)  guarantees  or may demand  prepayment  before delivery of any part of the goods.
4.5. INTEC SUPPLIES reserves the right to establish and/or change credit and payment terms extended to Customer at any time when, in
INTEC SUPPLIESs sole opinion, Customer’s financial condition or previous payment record warrants such action. Further, on delinquent
accounts,   INTEC SUPPLIES   shall   not   be   obligated   to   continue performance under any agreement with Customer.
4.6. If INTEC SUPPLIES believes in good faith that Customer's ability to make payments may be impaired or if Customer shall fail to pay any
invoice when due, INTEC SUPPLIES may suspend delivery of any order or any remaining balance thereof until outstanding payments are
made or cancel any order or any remaining balance thereof, and Customer shall remain liable to pay for any goods already
shipped and all NCNR and CS goods ordered by Customer.
5.    TITLE
5.1. Title in the goods shall not pass to Customer until INTEC SUPPLIES has received in full in cleared funds all amounts owed by Customer with respect to a) the goods; b) any other goods that INTEC SUPPLIES has supplied to Customer; and c) any other charges or fees due from Customer to INTEC SUPPLIES.
5.2. Until title to the goods has passed to Customer, Customer shall a) hold the goods on a fiduciary basis as INTEC SUPPLIESs bailee; b) store the goods separately from all other goods held by Customer so that they remain readily identifiable as INTEC SUPPLIESs property; c) maintain the goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; d) notify INTEC SUPPLIES immediately if it becomes subject to any event of force majeure; and e) give INTEC SUPPLIES such information relating to the goods as INTEC SUPPLIES may reasonably require from time to time. However, Customer may resell or use the goods in the ordinary course of its business.
5.3. For as long as payment is overdue for all or part of a certain shipment, Customer shall, if requested by INTEC SUPPLIES, return the
shipment to INTEC SUPPLIES. If Customer refuses to return the shipment when so  requested, INTEC SUPPLIES or its  duly  authorized  agent  is
hereby  irrevocably  authorized  by  Customer  to  enter  into
Customer's premises during normal business hours to take possession of this shipment.
5.4. INTEC SUPPLIES retains a purchase money security interest in the goods
delivered to Customer, and in their accessories, replacements, accessions, proceeds and goods, including accounts receivable (collectively,  the  "Collateral")  to  secure  payment  of  all amounts due under this Agreement or any other agreement between INTEC SUPPLIES and Customer. Customer’s failure to pay all amounts hereunder in full when and as due shall constitute a default hereof and shall give INTEC SUPPLIES all rights of a secured party. If Customer fails to pay any amount when due, INTEC SUPPLIES shall have the right to repossess and remove all or any part of the Collateral from Customer, but not from Customer’s customers. Any repossession or removal shall be without prejudice to any other remedy of INTEC SUPPLIES hereunder, at law or in equity. Customer agrees, from time to time, to take any act and execute and deliver any document (including, without limitation,  financing  statements)  reasonably  requested  by INTEC SUPPLIES  to  transfer,  create,  perfect,  preserve,  protect  and enforce this security interest.
6.    DELIVERY
6.1. The  goods  shall  be  delivered  ex  works  INTEC SUPPLIESs  premises,
unless otherwise agreed to by INTEC SUPPLIES in writing.
6.2  Any time or date for either the despatch or delivery of the goods provided at any time by INTEC SUPPLIES shall be deemed to be an
estimate only given by INTEC SUPPLIES in good faith. No such time or
date shall be binding upon INTEC SUPPLIES and the time of delivery shall not be of the essence. INTEC SUPPLIES will use commercially reasonable efforts to initiate shipment and schedule delivery as close as possible to Customer’s requested delivery schedule but shall not be liable  to Customer for failure to meet any  delivery schedule or for the costs to procure or design substitute goods. In  the  event  of  delay  caused  by  such  event,  the  date  of delivery shall be extended for a period equal to the time lost as a  consequence  of  the  delay  in  delivery  without  subjecting

INTEC SUPPLIES to any liability or penalty. If the goods perished while in the custody of the carrier, INTEC SUPPLIES shall be deemed to have performed its obligations in full.
6.3. Delivery  shall  be  deemed  to  occur  when  INTEC SUPPLIES  (or  its  agent)
delivers the goods to such location as is agreed in writing between the parties. Risk in the goods shall pass on completion of delivery.
6.4. Any delay or change in schedules resulting from Customer’s acts or
negligence may be subject to a price adjustment. If a delivery is delayed at Customer’s request by more than one month after ready
for shipment notification, INTEC SUPPLIES may charge demurrage costs in the
amount of 0.5% of the purchase price of the order for each started month of delay up to a maximum of 5% of the total purchase price. If Customer fails to pick up the goods within two (2) months after notification, INTEC SUPPLIES will be free to sell the goods to other customers without any indemnity. If delivery of the goods is delayed through any act or omission of the Customer, INTEC SUPPLIES may store the goods at Customer's expense and both delivery and the passage of risk in the goods shall be deemed to occur when INTEC SUPPLIES informed Customer the goods were available for delivery.
6.5. INTEC SUPPLIES reserves the right to make deliveries in installments, each forming a separate contract. Any delay in delivery or defect in an instalment shall not entitle Customer to cancel any other instalment. Delivery  of  a  quantity  that  varies  +/-  20%  from  the  quantity specified in Customer’s order shall constitute compliance with Customer's order and shall not relieve Customer of its obligation to accept delivery and pay for the goods delivered. Customer shall not refuse to  accept delivery or any consignment  or installment on account of any shortage or defect in any other delivery.
7.    INSPECTION
7.1. Customer undertakes to inspect the goods on delivery and shall notify INTEC SUPPLIES promptly in writing upon receipt of goods of all discoverable   defects,   including,   but   not   limited   to,   quantity shortages, incorrect goods, and visible defects, within five (5) days from the delivery date.
7.2. No return of goods will be accepted by INTEC SUPPLIES without INTEC SUPPLIESs prior authorization. Returned goods must be in original manufacturer’s shipping cartons complete with all packing materials.
7.3. In the event that Customer fails to inspect the goods or does not present written notice of rejection of the goods within five (5) days
of the delivery date, the goods shall be deemed accepted. At that
time, Customer’s only recourse or remedy for non-conforming or defective goods shall be INTEC SUPPLIES’s standard warranty as provided for in clause 9.
8.    SPECIFICATIONS

8.1. INTEC SUPPLIES reserves the right to change the specifications of its goods (including all statements and data appearing in INTEC SUPPLIES’s catalogues, data sheets and advertisements) without notice, but in any event the goods will conform in all material

respects with the specification of the goods at the time that the contract of sale is made. INTEC SUPPLIES will publish the modified specifications on the Website and will notify Customer if it properly subscribed on the Website to receive this information. If such changes to specifications are made, INTEC SUPPLIES shall have no obligation to provide the change on goods previously purchased.
9.    WARRANTY
9.1. INTEC SUPPLIES warrants to Customer that:
(a)   Goods delivered hereunder will at the time of delivery and for a period of twelve(12) months thereafter or such other
shorter or longer period as is notified by INTEC SUPPLIES to Customer
from time to time as being applicable to specific goods ("Warranty Period") conform in all material respects to the specifications, be of satisfactory quality and free from material defects in design, material and workmanship; and
(b)  Title  to  the  goods  will  be  free  and  clear  of  third  party intellectual property rights in the country of shipment and without liens to the extent used in accordance with the specifications.
9.2. INTEC SUPPLIES gives no warranty or guarantee whatsoever with respect to sales or orders through unauthorized sales channels. Goods sold under such sales or purchase orders are provided “as is” and with all visible and latent defects.

9.3  INTEC SUPPLIES makes no representation or warranty that the goods ordered by Customer are suitable for Customer's purpose and it shall be Customer's sole responsibility to ascertain that any goods ordered are sufficient and suitable for its intended purpose.
9.4. INTEC SUPPLIES’s  sole  and  maximum  liability  for  a  breach  of  the warranties set out in clause 9.1 for defective goods or failure to
meet the applicable specifications or quality levels is limited to
the obligation, at INTEC SUPPLIES’s sole discretion, to either repair or replace the defective goods or credit Customer's account with the purchase price of the goods concerned, provided that:
(a)   INTEC SUPPLIES is notified during the Warranty Period in writing by
Customer within five (5) business days after discovery of latent  defects  or  failure  to  meet  the  specifications  or quality levels ("Warranty Notice");
(b)  Customer obtains an authorization from INTEC SUPPLIES prior to returning any defective goods to INTEC SUPPLIES in accordance
with clause 7.2;
(c)   the defective goods are returned to INTEC SUPPLIES, transportation charges prepaid by Customer (if upon examination by
INTEC SUPPLIES, it determines that the goods are entitled to this
warranty, INTEC SUPPLIES shall be responsible for all transportation
charges to and from INTEC SUPPLIES’s facility);
(d)  the defective goods are received by INTEC SUPPLIES no later than four (4) weeks after the date of the Warranty Notice;
(e)   INTEC SUPPLIES’s examination of such goods shall conclude that such defects or failures have not been caused by misuse,
abuse, neglect, improper installation or application, repair, alteration, damage by water, fire, casualty or by accident
or negligence in use, storage, transportation or handling, or by non compatibility with other components used by
Customer; or by power surges or failures, or other events
beyond INTEC SUPPLIES’s control;
(f)   any trade marks or labels on the Goods have not been removed, obscured or mutilated.
(g)  INTEC SUPPLIES is satisfied that Customer purchased the Goods
from INTEC SUPPLIES.
(h)  Customer has not made any further use of the goods after serving notice on INTEC SUPPLIES;
(i)    Goods have been stored in a flat dry place, raised from
the ground and protected from the weather at all times;
and
(j)   Customer has paid in full for the goods by the due date for payment.
9.5. In the event that any of the conditions mentioned in clause 9.4. are not met, INTEC SUPPLIES shall have no liability to
Customer in respect of any failure of the goods to comply with the warranties set out in clause 9.1.
9.6. All warranties, conditions and terms, other than those set out herein, including those implied by operation of law, statute or otherwise are excluded to the maximum extent permitted by
law.
9.7  Customer acknowledges that this Agreement was entered into at arms length and that it was not fraudulently induced to
enter into this Agreement, in whole or any part, and Customer
explicitly disclaims and waives any claim with respect thereto.
10.  INTELLECTUAL PROPERTY RIGHTS
10.1.Customer acknowledges that (a) any intellectual property rights (including   all   patents   (issued   and   pending)   copyrights, database rights, model and design rights (issued and pending), trade marks (issued and pending), trade names, utility models, domain  names,  rights  on  semi-conductors  and  know-how rights, and any other intellectual property rights of a similar nature (whether or not registered) subsisting anywhere in the world or in association with the goods) shall be INTEC SUPPLIES's property; and (b) nothing in this Agreement shall be construed as conferring any licence or granting any rights in favour of the Customer or third parties in relation to the intellectual property rights or interests therein.
10.2.Customer further acknowledges that it will not acquire any rights or interests or licenses in any:

(a)   drawings, specifications, technical information, moulds, masks, tools, know-how used by INTEC SUPPLIES;
(b)  building blocks or custom cells used or designed by INTEC SUPPLIES to develop the goods; or
(c)   business  processes  used  by  INTEC SUPPLIES  to  design,  develop, manufacture or test the goods.
10.3.Customer agrees and acknowledges that any intellectual property rights   to   an   improvement   in   or   modification   to   drawings,
specifications,  technical  information,  tools,  know-how  used  by
INTEC SUPPLIES shall  be  irrevocably transferred  to  and  become  the  sole property of INTEC SUPPLIES, regardless of whether any such improvement or
modification  was  developed  by  or  made  on  specific  request  of
Customer.
10.4.Customer further agrees to use and respect all appropriate copyright and  proprietary  notices  and  markings  on  all  goods  delivered
hereunder regardless of their intended use, and shall ensure that
such notices and markings remain apposed upon delivery.
11.  INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS
11.1.INTEC SUPPLIES shall defend any legal proceeding brought against Customer insofar as such legal proceeding is based on a claim that any goods
provided   by   INTEC SUPPLIES   infringe   any   patent(s),   copyright(s)   or
trademark(s) in the country of the place of delivery, if INTEC SUPPLIES is notified  promptly  in  writing  of  the  existence  of  such  suit  or proceeding or the risk of such suit or proceeding being initiated and is given full and complete authority, information and assistance by Customer for such defense.
11.2.In the event that such goods are held in such suit or proceeding to be infringing and their use is enjoined, INTEC SUPPLIES will use its reasonable
efforts, at its option and at its expense, to either:
(a)   procure for Customer the right to continue using such goods; (b)  modify such goods so that they become non-infringing;(c)   replace such goods with non-infringing goods; or
(d)  accept the return of such goods, granting Customer a refund or credit equal to the depreciated value thereof, net of tax and
expenses.
11.3.Any provision herein to the contrary notwithstanding, INTEC SUPPLIES shall have no obligation to Customer and Customer shall indemnify and
hold   INTEC SUPPLIES   harmless   against   any   claim   arising   from   any
infringement, misappropriation or misuse claimed by any third party or parties if any such claim arises out of:
(a)   a  modification  of  the  goods  not  introduced  or approved by INTEC SUPPLIES; or
(b)  the interconnection or use of the goods in combination with goods or other devices or with a manufacturing, assembly or
other process; or
(c)   the use of the goods in other than an application recommended by INTEC SUPPLIES; or
(d)  compliance  with  Customer’s  design,  specifications
and/or instructions.
11.4.INTEC SUPPLIES shall notify Customer promptly in writing of a proceeding provided for in clause 11.3 and give Customer full and complete
authority, information and assistance for such defence. Customer shall pay all damages and costs finally awarded against INTEC SUPPLIES in
any such suit or proceeding, but Customer shall not be responsible for  any settlement in  this  respect made  by  INTEC SUPPLIES  without  the
written consent of Customer (which consent shall not be unreasonably withheld or unduly delayed).
11.5.The foregoing clauses state the sole and exclusive liability of the parties in respect of infringement of intellectual property rights.
12.  CONFIDENTIALITY
12.1.For the purpose of this Agreement, Confidential Information shall mean: all information (in whatever format) which: (i) relates to the
Agreement or any document referred to herein; (ii) is designated as
confidential by either party by written notice to the other; or (iii) relates to the business, affairs, networks, customers, products, developments,  trade secrets, know-how  and  personnel  of  either party (including customer data) and which may reasonably be regarded as confidential information of the disclosing party.
12.2.Subject to clause 12.3, each of INTEC SUPPLIES and the Customer shall:
(a)   only use Confidential Information of the other party for the purposes of this Agreement;

 

(b)  only disclose Confidential Information of the other party to a third party with the prior written consent of the other party (except that INTEC SUPPLIES may disclose Confidential Information of Customer to any INTEC SUPPLIES company, INTEC SUPPLIES affiliates or to its employees, agents or contractors, including professional advisors or auditors, and Customer may disclose Confidential Information of INTEC SUPPLIES to Customer affiliates for the purposes of this Agreement); and
(c)   ensure  that  any  third  party   to  whom  Confidential
Information of the other party is disclosed executes a confidentiality  undertaking  substantially  similar  to  the terms of this clause 12.
12.3.The  provisions  of  clause  12.2  shall  not  apply  to  any
Confidential Information which: (i) is or comes into the public domain other than by breach of this clause 12; or (ii) is or has been independently generated by the recipient party; or (iii) is properly disclosed pursuant to a separate written consent or a statutory obligation, the order of a court of competent jurisdiction or the requirement of a competent regulatory body.
13.  NON-EXCLUSIVITY
13.1.In  the  event  that  INTEC SUPPLIES  designs  a  product  or  parts  of  a product for Customer, all intellectual property rights therein, whether registered, registrable or otherwise, shall belong to INTEC SUPPLIES.
13.2.There is no exclusivity for custom products and/or parts, including cells, designed by INTEC SUPPLIES. INTEC SUPPLIES has the right to sell the said component as a catalog item to third parties without any obligations or liability, whatsoever to the originator of the custom designed part.
14.  FORCE MAJEURE
14.1.INTEC SUPPLIES shall not be liable for delay in performance or failure to perform in whole or in part the terms of this Agreement due to causes beyond the reasonable control of INTEC SUPPLIES ("Force Majeure Event"), including, without limitation, strike, labour disputes  (whether or not in relation  to  one  of  the  parties workforce), shortages of material, war, acts of terrorism, riot or civil commotion, acts of the public enemy, insurrection, sabotage, or fire, flood or other acts of God.
14.2.The period for performance for the party affected by a Force
Majeure Event shall be extended by the duration of the condition, provided, however, if any such delay shall continue for more than three consecutive (3) months, each party may terminate the affected purchase order without liability.
15.  ASSIGNMENTS & SUBCONTRACTING
15.1.Customer  may  not  assign,  charge,  transfer  or  otherwise dispose of this Agreement or any rights or obligations therein
in whole or in part, without the prior written consent of INTEC SUPPLIES.
15.2.Notwithstanding clause 15.1, INTEC SUPPLIES may assign any and all of its rights and obligations hereunder upon notification to (i) any INTEC SUPPLIES affiliated company; (ii) a third party pursuant to any sale or transfer of all or part of the assets or business of INTEC SUPPLIES; or (iii) a third party pursuant to any financing, merger, or reorganization of INTEC SUPPLIES.
15.3.INTEC SUPPLIES may subcontract any of its obligations to be provided under the Agreement.
16.  INDEMNIFICATION
16.1.Customer acknowledges that use of INTEC SUPPLIES’s goods in such product applications is understood to be fully at the risk of Customer and that Customer is responsible for verification and validation   of   the   suitability   of   INTEC SUPPLIES’s   goods   in   such applications. Customer agrees that INTEC SUPPLIES is not and shall not be liable, in whole or in part, for any claim or damage arising from use in such applications. Customer agrees to indemnify, defend and hold INTEC SUPPLIES harmless from and against any and all claims, damages, losses, costs, expenses and liabilities arising out of or in connection with such use.
16.2.Customer shall indemnify and hold harmless INTEC SUPPLIES from any claims based on INTEC SUPPLIES's compliance with Customer's designs,
specifications or instructions, or modification of any goods by
parties other than INTEC SUPPLIES, or use in combination with other goods or products.
17   LIMITATION OF LIABILITY
17.1.Subject  to  clause  17.3  but  otherwise  notwithstanding
anything else in this Agreement, INTEC SUPPLIES’s total liability in contract, tort, strict liability or otherwise arising in connection with  the  Agreement,  or  any  dispute  or  claim hereunder,   shall   be   limited   to   the   amounts   paid   by Customer for the goods (excluding expenses, VAT and other sales taxes) giving rise to such claims in any six months period preceding the event with a maximum of one (1) million USD.
17.2.Subject to clause 17.3 but otherwise notwithstanding anything else in this Agreement, INTEC SUPPLIES shall in no event be liable to Customer for indirect, incidental, collateral, special, punitive, or consequential damages or losses such as but not  limited  to  line  stop,  recalls,  harm  to  business  or business reputation, loss of revenues, loss of anticipated savings or lost profits, loss of data or other equipment or property,  removal or reinstallation  costs,  whether  or  not foreseeable and whether arising in contract (including warranty), tort (including active, passive or imputed negligence), strict liability or otherwise or for breach of statutory duty or misrepresentation.
17.3 Nothing in this Agreement shall serve to limit either party's liability in respect of (i) death or personal injury caused by or arising from
the  other  party's  gross  negligence,  (ii)  fraud  or  fraudulent
misrepresentation  or  (iii)  any  other  liability  which  cannot  be excluded by law.
17.4.Notwithstanding anything else in this Agreement, INTEC SUPPLIES shall not be liable  for  and  Customer  agrees  to  indemnify  and  hold  INTEC SUPPLIES
harmless from all liability for any and all damages arising from or in connection  with  the  Customer  (its  employees,  customers  and
others) subsequent use or misuse of the goods including (without limitation): (a) fair wear and tear; (b) wilful damage; (c) Customer's negligence, or that of its agents or employees, or any failure to
follow INTEC SUPPLIES's instructions as to use of the goods; (d) abnormal working conditions beyond those referred to in the Specification;
and (e) any alteration or repair of the goods by any manufacturing process or otherwise, save for any latent defect which means that
the goods did not comply with the Specification.
18.  TERMINATION
18.1.INTEC SUPPLIES may terminate this Agreement or any purchase order immediately upon notice in writing if Customer: (a) has a receiver or an administrative receiver appointed over it or over any part of its undertakings or assets; or (b) passes a resolution for winding up or a court of competent jurisdiction makes an order to that effect; or (c) if Customer other enters into any voluntary arrangement with its creditors or ceases or threatens to cease to carry on business; or (d) undergoes or is subject to any analogous acts or proceedings under any foreign law; or (e) if Customer suffers a deterioration in its financial position that in INTEC SUPPLIES's opinion Customer's capability to adequately fulfil its obligations under the contract has been placed in jeopardy; or (f) if Customer fails to make any payment when due to INTEC SUPPLIES.
18.2 If INTEC SUPPLIES terminates the Agreement or any purchase order pursuant to this clause 18, INTEC SUPPLIES may, without prejudice to its other rights, demand immediate payment by the Customer of all unpaid accounts and  suspend  further  deliveries  and  cancel  this  and  any  other contract  between  INTEC SUPPLIES  and  Customer  without  any  liability attaching to INTEC SUPPLIES in respect of such suspension or cancellation, and debit Customer with any loss sustained thereby.
18.3 Either INTEC SUPPLIES or Customer may terminate this Agreement or any purchase order following a Force Majeure Event pursuant to clause
14.1.
18.4 If Customer terminates this Agreement or any purchase order, other than in accordance with clause 18.3, INTEC SUPPLIES shall be entitled at its discretion to recover from Customer any loss sustained.
18.5.Clauses 1, 2.1, 2.2, 8.1, 9, 10, 11, 12, 13, 16, 17, 18, 20, 21, 22, 23 and 24 of these terms and conditions will survive the termination or
expiration of the Agreement.
19.  CANCELLATIONS
19.1.No cancellations of orders by Customer will be accepted within thirty (30) days of the earliest requested ship date.

19.2.All cancellations of orders by Customer between thirty-one (31) and ninety (90) days prior to the earliest requested ship date shall  result   in   a  cancellation  charge  to   be  reasonably determined by INTEC SUPPLIES based on such factors as whether the product was manufactured specifically for Customer, INTEC SUPPLIES’s ability to change its production schedule within the period of the notice provided by Customer and whether INTEC SUPPLIES acquired or   allocated   particular   supplies   or   equipment   to   meet Customer's order, with a minimum of:
(a)   Fifty  (50)%  of  the  total  price  set  forth  in  the  order acknowledgement that is being cancelled if cancellation is
received between thirty-one (31) and sixty (60) days prior
to the earliest requested ship date;
(b)  Twenty five (25)% of the total price set forth in the order acknowledgement that is being cancelled if cancellation is
received  between sixty-one (61) and  ninety  (90) days
prior to the earliest requested ship date.
19.3 Payment of any cancellation charge shall be made within 7 days  of  receipt  of  the  cancellation  charge  notice  and  the
provisions of clause 4 (Payment Terms) shall apply.
20.  NOTICES
20.1.All notices given by Customer to INTEC SUPPLIES must be submitted to INTEC SUPPLIES's  registered  office  address  or  to  the  email  address stated on the written order acknowledgement. INTEC SUPPLIES may give notice to Customer at either the e-mail or postal address Customer provided to INTEC SUPPLIES when placing an order, or registering an account with INTEC SUPPLIES, or in any of the way specified in clause 20.2 below. Notice will be deemed received and properly served immediately when posted on the Website,
24 hours after an email is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such notice was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
20.2.Applicable laws require that some of the information or communications INTEC SUPPLIES send to Customer should be in writing.
When using  the  Website, Customer  accepts  communication
with INTEC SUPPLIES will be mainly electronic. INTEC SUPPLIES will contact Customer by e-mail or provide Customer with information by posting notices on the Website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect Customer's statutory rights.
21.  
22.  IMPORT LICENSES AND DUTIES
22.1 Customer is responsible for obtaining, at its own cost, such import licenses and other consents in relation to the goods as are required from time to time and, if required by INTEC SUPPLIES, the Customer shall make those licenses and consents available to INTEC SUPPLIES prior to the relevant shipment.
22.2 If Customer orders goods from the Website for delivery outside the UK, they may be subject to import duties and taxes which
are levied when delivery reaches the specified destination. Customer will be responsible for payment of any such import
duties and taxes. INTEC SUPPLIES has no control over these charges and cannot predict their amount.22.3 Customer must comply with all applicable laws and regulations of the country for which the goods are destined. INTEC SUPPLIES will not be liable for any breach by Customer of any such laws.
23.  MISCELLANEOUS
23.1.Severability.  If any provision of the  Agreement,  including any limitation of warranty or liability, is held by a court or any governmental agency or authority to be invalid, void or unenforceable, the remainder of this Agreement shall nevertheless remain legal, valid, and enforceable.
23.2.No Waiver. Failure or delay by either party to exercise or enforce any right conferred by this Agreement, including INTEC SUPPLIES’s right to
deliver invoices in accordance with clause 3, shall not be deemed to
be a waiver of any such right.
23.3.Relationship. Nothing in the Agreement and no action taken by the parties pursuant to the Agreement shall constitute or be deemed
to constitute between the parties a partnership, agency, association,
joint venture or other co-operative entity.
23.4.Variation.  No modification of this Agreement shall be effective unless signed by a duly authorised officer of INTEC SUPPLIES. INTEC SUPPLIES reserves
the right to revise and amend these terms and conditions from time to time. Customer will be subject to the terms and conditions in
force at the time of the Customer's order, unless any change to these  terms  and  conditions  is  required  to  be  made  by  law  or
governmental authority (in which case it will apply to orders previously placed by Customer), or if INTEC SUPPLIES notify Customer of the
change to these terms and conditions before despatch of the goods, in which case INTEC SUPPLIES has the right to assume that Customer has
accepted the change to the terms and conditions, unless Customer notifies INTEC SUPPLIES to the contrary within 5 working days of receipt by
the Customer of the products.
23.5.Entire  Agreement.  This  Agreement  sets  out  the  entire  and exclusive agreement between INTEC SUPPLIES and Customer and, as the case
may be, supersedes all prior proposals, representations, agreements
or understandings concerning the subject matter addressed herein. Notwithstanding the above, in the event that a specific agreement is
signed between INTEC SUPPLIES and Customer, the terms hereof shall be
complementary to the terms of such agreement and in the event of any discrepancies between the two, the terms of the specific agreement shall prevail. Customer acknowledges that, in entering into this Agreement, Customer has not relied on any statement, representation, agreement, undertaking or promise given by INTEC SUPPLIES or implied from anything said or written in negotiations between INTEC SUPPLIES and Customer except as expressly stated in these terms and conditions.
23.6.Third Parties. A person who is not a party to this Agreement shall not have any rights under or in connection with it.
23.7 Translations.  The  Agreement  is  entered  into  in  the  English language. If the parties would make a translation thereof in another
language, such translation will be for information purposes only and the English version will apply in case of discrepancies or in case of inconsistency between the two versions.
24.  APPLICABLE LAW & JURISDICTION
24.1.This  Agreement, and  any dispute  or  claim  arising  out  of  or  in connection with it or its subject matter or formation (including non-
contractual disputes or claims) shall be governed by the laws of the
country in which INTEC SUPPLIES has its registered office from time to time, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.
24.2.The sole court that has jurisdiction for any legal actions related to this Agreement shall be the jurisdiction of the courts in the country
in which INTEC SUPPLIES has its registered office address from time to time.
However INTEC SUPPLIES, at its option, shall be entitled to summon Customer before  the  competent  courts  for  the  location  of  the  registered address of Customer.