In these Conditions of Sale:"Hansatech Instruments" means Hansatech Instruments Limited; the "Purchaser" means the purchaser of the Equipment from Hansatech Instruments; the "Quotation" means a formal quotation from Hansatech Instruments to the Purchaser in respect of the Equipment; the "Contract" means the contract of sale made between Hansatech Instruments Limited and the Purchaser to which these Conditions apply; the "Equipment" means the goods (complete apparatus, materials, spare parts, software or services) which are the subject of the Contract; "Proprietary Software" means any programme or other information recorded on CD, tape, disk, documents or other material in a machine-readable or other form which is the property of Hansatech Instruments or its licensors or associates and which may or may not be embedded in the Equipment.

Quotations given by Hansatech Instruments shall not be deemed to constitute an offer by Hansatech Instruments to supply goods or services referred to therein and no order placed in relation to any quotation shall be binding unless and until it be formally accepted by Hansatech Instruments in writing.

The price of the Equipment is that specified in the Quotation and unless otherwise stated in the Quotation shall represent Equipment trade-packed ex -Hansatech Instruments works. Local taxes are excluded and carriage, insurance and the provision of any specialist documentation are charged at extra cost. Installation and/or training is not included.

If the Purchaser subsequently cancels an order which has been formally accepted, Hansatech Instruments reserves the right to apply the following cancellation charges:
(i) If cancellation takes place within one week of formal acceptance by Hansatech Instruments the charge will amount to 20% of the contract value.
(ii) If cancellation takes place after one week but within four weeks of formal acceptance by Hansatech Instruments the charge will amount to 50% of the contract value.
(iii) If cancellation takes place more than four weeks after formal acceptance by Hansatech Instruments the charge will amount to 90% of the contract value.

(a) Unless otherwise stated in the Quotation, Hansatech Instruments shall deliver the Equipment to the Purchaser trade-packed ex-Hansatech Instruments works. Risk shall pass to the Purchaser on such delivery.
(b) On delivery, the Purchaser shall arrange adequate insurance for the Equipment until the agreed price has been paid, as per paragraph 6(a).
(c) If requested by the Purchaser, Hansatech Instruments will arrange, on behalf and at the expense of the Purchaser, transportation and transit insurance for the Equipment in accordance with the Purchaser's instructions and, if no such instructions are received by Hansatech Instruments, then in accordance with normal trade practice.
(d) If, after completion of the Equipment, the Purchaser fails to take delivery of the Equipment or to give Hansatech Instruments adequate instructions for its despatch, then Hansatech Instruments may arrange for storage and insurance of the Equipment at the expense of the Purchaser, and delivery will be deemed to have been made.
(e) Times agreed for delivery shall run from the completion of the Contract or from the receipt by Hansatech Instruments of all information necessary to proceed with the work, whichever is the later.
(f) Such times or any dates agreed for delivery are given in good faith, but Hansatech Instruments shall not be liable in any way to the Purchaser in the event of their being exceeded unless the Purchaser has suffered loss and the amount payable in respect of such loss shall have been agreed by Hansatech Instruments in writing as liquidated damages in which case the liability of Hansatech Instruments shall be limited to the amount so agreed to be paid. In no circumstances shall Hansatech Instruments be liable for any delay caused by act or omission by the Purchaser or by industrial dispute or any cause whatsoever beyond the control of Hansatech Instruments.

(a) Payment terms are nett monthly account (end of month following month of invoice) unless otherwise stated in the Quotation.
(b) Hansatech Instruments reserves the right to charge interest daily at the rate of 2% per month where payment is not made by the due date.
(c) Hansatech Instruments reserves the right to suspend or cancel subsequent contracts where payment is not received by the due date, or if any time the Purchaser's credit is not satisfactory to Hansatech Instruments.

(a) Notwithstanding that risk in the Equipment has already passed, Hansatech Instruments shall remain the sole and absolute owner of the Equipment, and title in the Equipment shall remain with Hansatech Instruments and shall not pass to the Purchaser until the amount due for the Equipment as stated in Hansatech Instruments invoice has been paid in full.
(b) The Purchaser shall be at liberty to incorporate the Equipment into another product. If the Equipment is mixed or united in any way with those of the Purchaser, the final product will become and will be deemed to be for all purposes the property of Hansatech Instruments. If the Equipment is mixed or united any way with the property of any person other than the Purchaser or is processed with or incorporated with such property the final product will become and will be deemed to be for all purposes owned in common with that person.
(c) The Purchaser shall be a bailee of the Equipment for Hansatech Instruments until title has passed to the Purchaser and shall store the Equipment on its premises separately from its own Equipment or those of other persons and shall ensure that the Equipment is clearly identifiable as the Equipment of Hansatech Instruments.
(d) The Purchaser warrants that, being an individual, he is not insolvent and has not committed any act of bankruptcy or, being a company, neither the company nor any director knows of any circumstances which would entitle a debenture holder or secured creditor to appoint a receiver or to petition for winding up of the company or to apply for the appointment of any administrator or exercise any other rights over or against the company's assets.
(e) If the Purchaser is a Company it must give 14 days notice to Hansatech Instruments before applying to the court for the appointment of an administrator. The Purchaser shall not be entitled to remain in possession of equipment supplied by Hansatech Instruments from the date of the notice, and the appointment of an administrator without giving notice shall be deemed to be a fundamental breach of contract.
(f) The Purchaser's right to possession of the Equipment shall cease at the earliest of the following dates:
    (i) if being an individual he commits an act of bankruptcy or makes a proposal to his creditors for a composition or does anything which would entitle a petition for a bankruptcy order to be made;
    (ii) if being a company it does anything which would entitle a third party to take possession of any assets or which would entitle any person to present a petition for winding up or apply for an administration;
    (iii) if the Purchaser does or fails to do anything which may in any way imperil the title of Hansatech Instruments to the Equipment.
(g) Hansatech Instruments may enter upon any premises where the Purchaser has stored the equipment of Hansatech Instruments or Hansatech Instruments reasonably believes the Equipment to be stored in order to repossess the Equipment.
(h) Hansatech Instruments will have the right if sub-paragraphs (c), (e) or (f) apply to repossess the Equipment and/or dismantle the Equipment without being liable for loss and/or to use or sell all or any of the Equipment and/or to enter any premises of the Purchaser for such purposes.
    (i) The purchaser may sell the Equipment on the account of Hansatech Instruments at any price which is not less than the price agreed between Hansatech Instruments and the Purchaser.
(j) If the Purchaser sells on his own account he will sell as agent and bailee of Hansatech Instruments in law and equity and will hold the proceeds of sale in trust for Hansatech Instruments.

(a) Notwithstanding the supply of the Proprietary Software to the Purchaser, all rights in the Proprietary Software remain the property of Hansatech Instruments or its licensors or associates. However, Hansatech Instruments hereby grants to the Purchaser a non-exclusive, non-transferable licence to use the Proprietary Software for its intended function, the consideration for such licence being included in the price of the Equipment unless otherwise indicated in the Quotation.
(b) The Purchaser shall not make available or otherwise disclose to any third party the Proprietary Software or any part thereof or any information relating thereto without the prior written consent of Hansatech Instruments.
(c) The Purchaser shall be able at all times to account for all copies of the Proprietary Software which are required to be made to permit its efficient use in its intended function.
(d) Hansatech Instruments shall be entitled to terminate this licence in the event of failure by the Purchaser to comply with any of the conditions stated in this Contract. In the event of termination the Purchaser shall return all copies of the Proprietary Software to Hansatech Instruments within thirty days of such termination.

(a) Hansatech Instruments will, without charge, either repair or, at its option replace the Equipment or any part of it which becomes defective due to faulty material or workmanship within a period of twelve months after delivery to the Purchaser, provided that:
    (i) the alleged defect is discovered within such period of twelve months after delivery and is notified to Hansatech Instruments within thirty days of such discovery;
    (ii) the Equipment or its relevant part is returned to Hansatech Instruments carriage paid, identified and properly packed;
    (iii) Hansatech Instruments is satisfied that the Equipment is defective;
    (iv) the Equipment has been handled, stored, maintained, installed, operated or otherwise used in accordance with sound engineering practice and any written instructions issued by Hansatech Instruments; and
    (v) the Equipment has not been subjected to any use other than that for which it was designed, has not been modified in any way nor been involved in any accident. Such repair or replacement will not amend the original warranty period.
(b) The obligations of Hansatech Instruments under paragraph (a) of this Clause shall not apply to any part of the Equipment not of the manufacture of Hansatech Instruments, in respect of which Hansatech Instruments shall endeavour to pass to the Purchaser the benefit of any guarantee given to Hansatech Instruments.
(c) Any defective part of the Equipment replaced by Hansatech Instruments shall become the property of Hansatech Instruments.

(a) In the event of any claim or action being brought against the Purchaser that its use or sale of the Equipment constitutes an infringement of letters patent, registered design or other protected industrial property rights, Hansatech Instruments shall be free, with the Purchaser's assistance if required and in the Purchaser's name if desired but at the expense of Hansatech Instruments, to contest such claim or action or to conduct any negotiations for the settlement of such claims or action.
(b) If the Purchaser requires Hansatech Instruments to carry out work in accordance with drawings, specifications or other specific information supplied by the Purchaser, the Purchaser shall indemnify Hansatech Instruments against any claims or actions for damages and costs against all liability in respect of any infringement of letters patent, registered design or other protected industrial property rights resulting from the compliance of Hansatech Instruments with the Purchaser's instructions.

The terms and conditions set out in these Conditions of Sale, in the Quotation and any terms and conditions proposed by the Purchaser and expressly accepted by Hansatech Instruments in writing represent the entire agreement between Hansatech Instruments and the Purchaser relating in any way whatsoever to the Equipment and, accordingly, such terms and conditions supersede, and neither party places any reliance upon, any and all prior representations (not limited to but including, except as specifically referred to in the Quotation, drawings, specifications, performance figures and other data or information communicated by Hansatech Instruments to the Purchaser), agreements, statements and understandings whether oral or in writing relating in any way whatsoever to the Equipment.

These Conditions, the Contract or any agreement are subject to English Law and the Purchaser consents to the exclusive jurisdiction of the English Courts in all matters regarding the Equipment.