1. Sales Agreement. A sales agreement with binding effect for ECTRON shall not be considered to have been concluded until ECTRON has accepted the Buyer's order in writing.

If, in preparing a written offer, ECTRON has fixed a time limit for acceptance, the agreement shall be considered to have been concluded when the Buyer has forwarded his acceptance in writing within the time limit stipulated, such acceptance to reach ECTRON not later than one week after the expiry of the time limit.

ECTRON shall not be liable for errors in writing and miscalculations.
Without ECTRON's written acceptance, the Buyer shall not be entitled to cancel the order. Unless the right of cancellation, as accepted by ECTRON, contains express exemption to this effect, the Buyer shall compensate ECTRON for all costs and losses attributable to the cancellation.

2. Prices. All prices include packing, but exclude costs of delivery, installation and commissioning. Prices do not include value- added tax (VAT), duty and other forms of taxes and excise duties in UK. All prices indicated in an offer are based on the wage rates and prices of materials, including duty and freight, in force on the date of the offer. In the event of alterations in the above mentioned price factors or the introduction of new kinds of duties or taxes, ECTRON reserves the right to adjust the sales prices up to the date of delivery.

If the rate of exchange between Pound Stirling and Euro or Pound Stirling and US dollar, as or if applicable, varies by more than 5%, ECTRON shall be entitled to suspend all supplies under the agreement and to urge the Buyer, by registered letter, to state within 8 days of receiving such letter, whether he wishes to uphold the purchase against paying higher price, which provides full coverage for ECTRON of any loss attributable to the devaluation. Where such a statement is not made within the above mentioned time limit, the Buyer shall be considered to have cancelled the order. ECTRON shall not be liable for any costs or losses of the Buyer attributable to such suspension of supplies.

3. Time of delivery. The time of delivery shall be stated in ECTRON's order confirmation and will be observed to the extent possible. Delays in delivery shall not entitle the Buyer to cancel the order, unless ECTRON delivers more than 6 months after the date of delivery stipulated or fixed. The Buyer cannot claim compensation in case of delays in delivery. In the absence of any agreement to the contrary, partial deliveries shall be allowed.

4. Delivery.  Delivery shall be made from Bristol and in the absence of any agreement to the contrary, ECTRON shall arrange for transportation and shall take out a transport insurance. The expenses involved shall be defrayed by the Buyer.

5. Reservation of Ownership. ECTRON shall retain the property in the goods and software sold until the purchase price has been paid in full.

6. Drawings, Descriptive documents, etc. ECTRON reserves the right to alter measurements and dimensions as well as the design and description of the product.
All data included in catalogues, prospects, circulars, advertisements, illustrated matter and price lists constitute an approximate guide. These data shall not be binding save to the extent that reference is made to them in an offer or order confirmation. Drawings, descriptive documents, and parts lists surrendered to the Buyer by ECTRON may not be copied, presented or surrendered to any unauthorized person.

7. Use of ECTRON's Products. ECTRON products that connect to the mains electricity supply may only be operated by technicians or other trained persons. Unauthorised persons or persons unacquainted with the apparatuses must not be given access to them.

8. Rights and software. The Buyer is not entitled to copy ECTRON’s software and documentation relating thereto, other than for necessary back-up copies. The Buyer is not entitled to assign any rights in the software without the prior written consent of ECTRON.

9. Remedying Defects and Shortcomings, Complaints. The following shall apply to products supplied as new direct from ECTRON's: For a period of one year as from the date of delivery, ECTRON undertakes to remedy, free of charge, defects and shortcomings in the products resulting from faulty materials and workmanship. Irrespective of the foregoing, for electrodes, similar accessories and disposable items, ECTRON only undertakes to remedy defects and shortcomings for a period of 3 months as from the date of delivery. For parts not produced by ECTRON, such as cameras, photomultipliers transducers, computers, and other OEM goods, etc., defects and shortcomings will be remedied only to the same extent as remedied by ECTRON's suppliers. The remedying right - not including ordinary wear and tear - shall lapse in case of damage by the buyer, incorrect operation, insufficient maintenance or service, or where the product is tampered with or altered without ECTRON's written permission, or where the product is used for a purpose other than that for which it is intended.

Any defective products or parts shall be forwarded to ECTRON for repairs or replacement, carriage paid, at the Buyer's risk. Invoice number and the nature of the defect or shortcoming shall be clearly indicated. For products or parts replaced, the same remedying right shall apply as for the main supply, however not in excess of the period allowed for remedying defects or shortcomings of the main supply. Where the Buyer wishes to make use of the remedying right, ECTRON shall be notified in writing immediately after the defect or shortcoming has become apparent. Notification of defects or shortcomings shall not entitle the Buyer to withhold payment, in whole or in part. The Buyer cannot claim compensation over and above the right to have defects or shortcomings remedied. Nor will the Buyer be entitled to terminate the agreement or claim a reduction of the purchase price in the event of defects or shortcomings. The Buyer must immediately upon receipt inspect the goods delivered.

10. Limitation of Liability. ECTRON shall only be liable for injury or damage caused by the goods to persons or objects if it is substantiated that such injury or damage is due to an error or mistake committed by ECTRON or ECTRON's employees. However, ECTRON shall in no circumstance be liable for consequential loss, loss of time, loss of profits or any other indirect loss. ECTRON's liability for damage to objects can in no event exceed £100.000. ECTRON shall be liable for injury or damage to persons or objects caused by the goods for one year only after the goods have been delivered to the Buyer. Should ECTRON incur liability for the use made by the Buyer of the goods sold - including resale - the Buyer shall be obliged to indemnify ECTRON for the liability incurred by ECTRON in excess of the abovementioned limits. As far as the contents of this section are concerned, the Buyer agrees that any proceedings instituted against him shall be subject to the same jurisdiction as that

applying to product liability claims set up against ECTRON.

11. Payment. Payment shall be effected on or before the date of payment indicated in ECTRON's invoice. Where payment is not effected on the date of payment stipulated, ECTRON reserves the right to charge interest at the market rate in force in UK from time to time. The market rate of interest shall be defined as Bank of England rate plus 6% p.a.

The Buyer is not entitled to withhold or set off any payment as a consequence of any counterclaims of the Buyer.

12. Force Majeure. Orders booked are subject to the reservation of force majeure for ECTRON or ECTRON's suppliers, including war and mobilization, civil commotion, terrorist attacks, catastrophes of nature, strike, lock- out, failure in supplies of raw materials or water, fire, damage to ECTRON's production apparatus, shortage of transport, embargo on imports and exports, shortage of labour or any other circumstance preventing or impeding the usual process of production. In the event of force majeure, ECTRON shall have the option to terminate the agreement, or parts thereof, or to supply the goods stipulated as soon as the circumstance impeding normal supplies ceases to exist in case of force majeure, ECTRON shall not be liable for any loss incurred by the Buyer as a consequence of non-delivery.

13. Venue. Disputes arising in connection with these present terms and conditions of sale and delivery and ECTRON's supplies to its customers, as well as any other disputes arising between the parties, shall be governed by English law.

14. Other Agreements. The foregoing general terms and conditions of sale and delivery shall apply to all sales by ECTRON and may only be departed from by an agreement in writing duly signed by ECTRON's management.