1 Definitions and interpretation
1.1 In these Conditions the following terms  have the following meanings:
  "Conditions" means the terms and conditions of sale set out in this document;
  "Contract" means any agreement between PCT and the Customer for the sale and
   purchase of the Products incorporating these Conditions;
  "Customer" means the person who agrees to purchase the Products from PCT
   subject to these Conditions whose details may be set out overleaf;
  "Delivery Address" means the address for delivery of the Products which shall
   be the Customer's principal place of business unless specified otherwise
   overleaf;
  "Estimated Delivery Date" means the date on which PCT estimates that the
   Products will be delivered to the Delivery Address which may be set out overleaf;
  "PCT" means Premier Control Technologies Limited (Registered Company Number: 3667682)
   whose registered office is at  Suite 1 Trident Business Village, Kilverstone,
   Thetford, Norfolk IP24 2RL; and
  "Products" means the products which PCT is to supply to the Customer as agreed in
   the Contract and which may be listed overleaf.

2 Basis of sale
2.1 These Conditions apply to all contracts for the sale of Products entered into by PCT. By placing
 an order with PCT or accepting PCT's quotation, the Customer agrees to deal with PCT on these
 Conditions, subject to any terms specified in writing overleaf and to the exclusion of all other
 terms, conditions, warranties or representations (including any terms or conditions which the
 Customer purports to apply under any purchase order, confirmation of order, specification or any
 other document).
2.2 No terms or conditions endorsed on, delivered with or contained in the Customer's purchase order,
 confirmation of order, specification or other document shall form part of the Contract save where
 these conditions (and (where applicable) the terms which are to be overridden) are specifically
 referred to in that document and the document is signed by both the Customer and PCT.
2.3 No variation to these Conditions shall be binding unless made in accordance with clause 2.2 above
 or in writing specifying both which clause is to be varied and full details of such variation and
 signed on behalf of each of the Customer and PCT.
2.4 PCT's employees or agents are not authorised to make any representations concerning the Products
 unless confirmed by PCT in writing.  In entering into the Contract the Customer acknowledges that
 it does not rely on any such representations which are not so confirmed.  The Customer irrevocably
 and unconditionally waives any right it may have to claim damages for and/or to rescind the
 Contract as a result of any misrepresentation whether or not contained in the Contract unless such
 misrepresentation was made fraudulently.
2.5 Any advice or recommendation given by PCT or its employees or agents to the Customer or its
 employees or agents as to the storage, application or use of the Products which is not confirmed
 in writing by PCT is followed or acted upon entirely at the Customer's own risk and accordingly PCT
 shall not be liable for any such advice or recommendation which is not so confirmed.
2.6 Any typographical, clerical or other error or omission in any sales literature, quotation, price
 list, acceptance of offer, invoice or other document or information issued by PCT shall be subject
 to correction without any liability on the part of PCT.

3 Sale and purchase
3.1 The Customer agrees to purchase the Products from PCT and PCT agrees to sell the Products to
 the Customer.
3.2 Each order or acceptance of a quotation for Products by the Customer from PCT shall be deemed to
 be an offer by the Customer to buy Products subject to these Conditions and shall be binding on the
 Customer, but shall not bind PCT until PCT has accepted that order.
3.3 The Customer shall ensure that the terms of its order and any applicable specification are complete
 and accurate.
3.4 Any quotation is given on the basis that no Contract shall come into existence until PCT dispatches
 an acknowledgement of order to the Customer or (if earlier) PCT delivers the Products to the Customer.
 Any quotation is valid for a period of 30 (thirty) days only from its date, provided that PCT has not
 previously withdrawn it.
3.5 The Customer shall not be entitled to cancel in whole or in part any order which PCT has accepted or
 any quotation of PCT which the Customer has accepted in either case whether orally or in writing,
 except where such cancellation has been accepted by PCT subject to reasonable cancellation charges.
3.6 If the Products are to be manufactured or any process is to be applied to them by PCT in accordance
 with the specifications submitted by the Customer, or if the Products are to be marked with any trade
 mark at the request of the Customer, the Customer shall indemnify and hold PCT harmless against:
3.6.1 all, damages, costs and expenses awarded against or incurred by PCT in connection with any claim for
 infringement of any patent, copyright, design, trade mark or other industrial or intellectual
 property rights;
3.6.2 all, damages, costs and expenses paid or agreed to be paid by PCT in settlement of any claim for
 infringement of any patent, copyright, design, trade mark or other industrial or intellectual property
 rights;
3.6.3 all, damages, costs and expenses awarded against or incurred by PCT in connection with any claim for
 misuse of any confidential information of any other person;
3.6.4 all, damages, costs and expenses paid or agreed to be paid by PCT in settlement of any claim for misuse
 of any confidential information of any other person;
3.6.5 any other liability whatsoever which results from PCT's use of the Customer's specifications or the
 marking of the Products or from the sale or supply of such Products by PCT.
3.7 PCT reserves the right to make any changes in the specifications of the Products which are required to
 conform with any applicable safety or other requirements or which do not materially affect their quality
 or performance.

4 Description
4.1 The quantity and description of the Products shall be as set out in PCT's quotation or acknowledgement
 of order.
4.2 All samples, drawings, descriptive matter, specifications and advertising issued by PCT and any
 descriptions or illustrations contained in PCT's catalogues or brochures are issued or published for the
 sole purpose of giving an approximate idea of the Products described in them. They shall not form part of
 the Contract and this is not a sale by sample.

5 Delivery
5.1 PCT shall use its reasonable efforts to deliver the Products to the Customer at the Delivery Address
 (provided there is a safe suitable route of access) on or around the Estimated Delivery Date, but time of
 delivery shall not be of the essence.
5.2 PCT shall be entitled to deliver the Products in instalments in which case each instalment shall be treated
 as an entirely separate contract and any default or breach by PCT in respect of any such instalment shall
 not entitle the Customer to cancel any other instalment or treat the Contract as a whole as repudiated.
5.3 The Customer shall provide all necessary labour and equipment to enable the Products to be safely unloaded
 at the Delivery Address.
5.4 The Customer shall inspect the Products on delivery and if the Products are damaged on delivery or less than
 the correct amount of the Products is delivered then, unless the Customer notifies PCT and the carrier
 (otherwise than by a note on the delivery note) within 5 (five) days of delivery no claim against PCT may be
 made in respect of damage to or short delivery of such Products.
5.5 If the Products have not been delivered despite receipt by the Customer of the invoice from PCT relating to
 them, then unless the Customer notifies PCT within 5 (five) days after the date of such invoice no claim
 against PCT may be made in respect of non-delivery of those Products.
5.6 The Customer shall be deemed to accept the Products on delivery notwithstanding any late delivery by PCT.
5.7 Subject to the other provisions of these conditions PCT shall not be liable for any direct, indirect or
 consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits,
 loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly
 or indirectly by any delay in the delivery of the Products (even if caused by PCT's negligence), nor shall any
 delay entitle the Customer to terminate or rescind the Contract unless such delay exceeds 60 (sixty) days.
5.8 If the Customer fails to take delivery of the Products or fails to give PCT adequate delivery instructions
 before the Estimated Delivery Date, then, without prejudice to any other right or remedy available to PCT,
 PCT may:
5.8.1 store the Products until actual delivery is made and charge the Customer for the costs (including insurance)
 of storage; and/or
5.8.2 sell or supply the Products (whether or not such Products were manufactured or marketed by PCT pursuant to
 the provisions of clause 3.6 above) in or to a third party in any country at the best price readily obtainable
 and (after deducting all storage and selling expenses) charge the Customer for any shortfall below the price
 that PCT would have achieved under the Contract and in either case shall be entitled to charge interest
 (both before and after any judgment) on the price payable for the Products under the Contract at the statutory
 interest rate (as provided for in the Late Payment of Commercial Debts (Interest) Act 1998) from the Estimated
 Delivery Date to the date of actual delivery.

6 Price and payment
6.1 The price of the Products shall be the price set out overleaf or, if not specified, the price quoted by
 PCT or, if not specified and no price has been quoted (or a quoted price is no longer valid), the price listed
 in PCT's published price list current at the date of delivery.
6.2 PCT reserves the right, by giving notice to the Customer at any time before delivery, to increase the price of
 the Products to reflect any increase in the cost to PCT which is due to any factor beyond its control, any
 change in delivery dates, quantities or specifications for the Products which is requested by the Customer or
 any delay caused by any instructions of the Customer or failure of the Customer to give PCT adequate information
 or instructions.
6.3 Unless otherwise stated overleaf or under the terms of any quotation or in any price list of PCT, all prices
 are given by PCT on an EXW basis (as defined by the Incoterms published by the International Chamber of Commerce
 from time to time), and the Customer shall be liable to pay PCT's charges for transport, packaging and insurance
 together with any additional expenses, licence fees or duties paid or incurred by PCT, whether as a result of
 the Delivery Address not being in the UK or otherwise.
6.4 The price is exclusive of any applicable value added tax, which the Customer shall be additionally liable to
 pay to PCT.
6.5 PCT shall be entitled to invoice the Customer for all amounts due under the Contract on or at any time after
 delivery of the Products unless the Products are to be collected by the Customer or the Customer wrongly fails
 to take delivery of them, in which case PCT shall be entitled to invoice the Customer at any time after PCT has
 notified the Customer that the Products are ready for collection or (as the case may be) PCT has tendered
 delivery of the Products.
6.6 The Customer shall make payment to PCT in respect of all invoices in full within 30 (thirty) days of the date
 of the invoice.
6.7 Time of payment shall be of the essence.
6.8 No payment shall be deemed to have been received until PCT has received cleared funds.
6.9 All payments payable to PCT under the Contract shall become due immediately on its termination despite any
 other provision.
6.10 The Customer shall make all payments due under the Contract in full without any deduction whether by way of
 set-off, counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring
 an amount equal to such deduction to be paid by PCT to the Customer.
6.11 All payments shall be applied to invoices and to Products listed in such invoices in the order determined in
 its discretion by PCT.
6.12 If full payment is not received by PCT by the due date then without prejudice to its rights PCT shall be entitled:
6.12.1 to sue for the entire price; and/or
6.12.2 to charge statutory interest (both before and after any judgment) as provided for in the Late Payment of
 Commercial Debts (Interest) Act 1998 on the outstanding balance; and/or
6.12.3 to require the immediate return to PCT of all products agreed to be sold by PCT to the Customer in which the
 property has not passed to the Customer in accordance with the provisions of clause 8 below and the Customer hereby
 agrees to reimburse to PCT upon demand PCT's costs or expenses in recovering such products.

7 Warranty and liability
7.1 The Customer warrants and represents to PCT (and it is a condition of this agreement) that it has full capacity
 and authority and all necessary consents, registrations and approvals to enter into and perform its obligations
 under this agreement.
7.2 PCT warrants the Products in accordance with the statement of warranty policy which is set out in schedule 1
 (as amended by PCT from time to time) provided that:
7.2.1 PCT shall be under no liability in respect of any defects in the Products arising from any drawing, design or
 specifications supplied by the Customer;
7.2.2 PCT shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage or
 negligence by the Customer or persons using the Products, abnormal working conditions, failure to follow PCT's
 instructions (whether oral or in writing), or misuse or alteration or repair of the Products without PCT's
 approval;
7.2.3 PCT shall be under no liability if the total price of the Products has not been paid by the due date for payment;
7.2.4 any such defect in or failure to meet any such specification by the Products shall be notified to PCT in writing
 as soon as reasonably possible after the Customer discovers such defect or non-conformity; and
7.2.5 the above warranty does not extend to parts, materials or equipment not manufactured by PCT, in respect of which
 the Customer shall only be entitled to the benefit of any such warranty or guarantee as is given by the
 manufacturer to PCT and which PCT hereby assigns to the Customer so far as it is able.
7.3 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by
 section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
7.4 PCT does not seek to exclude or limit its liability for fraudulent misrepresentation or death or personal injury
 resulting from negligence of PCT or its employees, or for any matter which it would be illegal for PCT to exclude
 or attempt to exclude its liability.
7.5 Except pursuant to clause 7.4above, PCT shall not in any event be liable for:
7.5.1 any loss of profits,
7.5.2 loss or depletion of goodwill,
7.5.3 loss of anticipated savings, business opportunity or data, or
7.5.4 for any indirect, special or consequential loss or damages howsoever arising in connection with or arising out
 of the furnishing, functioning or use of the Products, or any item or service provided whether in contract, strict
 liability, tort (including without limitation, negligence) and
 whether PCT knew or had reason to know of the same, and shall not be liable for any other damages except as
 provided in the Contract.
7.6 Except pursuant to clause 7.4 above in no event shall PCT's liability in respect of any of the Products exceed
 the price paid for those Products.
7.7 Except pursuant to clause 7.4 above, no action, regardless of form, arising out of the transactions under the
 Contract may be brought by the Customer more than two years after the cause of action has accrued.

8 Risk and title
8.1 The Products are at the risk of the Customer from the time of delivery.
8.2 Ownership of the Products shall not pass to the Customer until PCT has received in full (in cash or cleared funds)
 the price of the Products and all other sums which are or which become due to PCT from the Customer on any account.
 PCT shall be entitled to recover payment for the Products notwithstanding that ownership of any of the Products
 has not passed from Supplier.
8.3 Until ownership of the Products has passed to the Customer, the Customer shall:
8.3.1 hold the Products on a fiduciary basis as PCT's bailee;
8.3.2 store the Products (at no cost to PCT) separately from all other Products of the Customer or any third party
 in such a way that they remain readily identifiable as PCT's property;
8.3.3 grant PCT, its agents and employees an irrevocable licence at any time to enter any premises where the Products
 are or may be stored in order to inspect them, or, where the Customer's right to possession has terminated,
 to recover them;
8.3.4 not destroy, deface or obscure any identifying mark or packaging on or relating to the Products; and
8.3.5 maintain the Products in satisfactory condition and keep them insured on PCT's behalf for their full price
 against all risks to the reasonable satisfaction of PCT. On request the Customer shall produce the policy of
 insurance to PCT.
8.4 The Customer may resell the Products before ownership has passed to it solely on the following conditions:
8.4.1 any sale shall be effected in the ordinary course of the Customer's business at full market value; and
8.4.2 any such sale shall be a sale of PCT's property on  the Customer's own behalf and the Customer shall deal as
 principal when making such a sale.
8.5 The Customer's right to possession of the Products shall terminate immediately if:
8.5.1 PCT is entitled to terminate this agreement under clause 10 below; or
8.5.2 the Customer suffers or allows any execution, whether legal or equitable, to be levied on its property or
 obtained against it, or fails to observe or perform any of its obligations under this agreement or any other
 contract between PCT and the Customer, or is unable to pay as they fall due or the Customer ceases to trade; or
8.5.3 the Customer encumbers or in any way charges any of the Products.
8.6 Where PCT is unable to determine whether any Products are the goods in respect of which the Customer's right
 to possession has terminated, the Customer shall be deemed to have sold all goods of the kind sold by PCT to
 the Customer in the order in which they were invoiced to the Customer.
8.7 PCT shall be entitled to re-sell or otherwise dispose of recovered Products in any way PCT in its absolute
 discretion, thinks fit. The Customer hereby grants PCT a non-exclusive, world-wide, royalty free, perpetual,
 irrevocable licence (with a right to sub-license) to use, for the purposes of such re-sale or other disposal,
 any and all trade marks which may have been applied to the Products by the Customer and/or by PCT or any third
 party at the request or with the consent of the Customer.
8.8 On termination of the Contract, howsoever caused, PCT’s (but not the Customer’s) rights contained in this
 clause 8 shall remain in full force and effect.

9 Compliance with US and UK Export Laws
9.1 The Customer acknowledges that Products purchased from PCT are subject to US and UK and other export control
 laws and regulations.  The Customer shall not re-export Products from the territory in which they are supplied,
 and shall not sell or facilitate a sale of the Products within the territory in which they are supplied to any
 customer or end-user who the Customer knows or has reason to know will use them or resell them for use in the design,
 development or production of nuclear, chemical or biological weapons.  The Customer shall not sell, or facilitate
 a sale, of Products to any customer or end-user who has been prohibited from participating in export transactions
 by any governmental body of the US or UK.
9.2 The Customer represents that it has not and agrees that it shall not in connection with the transactions
 contemplated by this agreement, or in connection with any other business transactions involving PCT or the
 Products, make any payment or transfer anything of value, directly or indirectly, (i) to any governmental official
 or employee (including employees of government corporations), or to any political party or candidate, (ii) to any
 officer, director, employee or representative of any actual or potential customer of PCT, (iii) to any officer,
 director or employee of PCT, or any of its affiliates, or (iv) to any other person or entity if such payment or
 transfer would violate the laws of the country in which made or the laws of the US or UK.  It is the intent of
 the parties that no payments or transfers of value shall be made which have the purpose or effect of public or
 commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of
 obtaining business.  This section shall not, however, prohibit normal and customary business entertainment or the
 giving of business mementos of nominal value.

10 Termination
10.1 PCT shall be entitled to terminate the Contract forthwith by notice in writing to the Customer if:
10.1.1 the Customer commits an irremediable breach of the Contract, persistently repeats a remediable breach or commits
 any remediable breach and fails to remedy it within 30 (thirty) days of receipt of notice of the breach requiring
 remedy of the same; or
10.1.2 the Customer makes an arrangement with or enters into a compromise with its creditors, becomes the subject of
 a voluntary arrangement, receivership, administration, liquidation or winding up, is unable to pay its debts or
 otherwise becomes insolvent or suffers or is the subject of any distraint, execution, event of insolvency or event
 of bankruptcy or any other similar process or event, whether in the United Kingdom or elsewhere; or
10.1.3 the Customer ceases or threatens to cease to carry on business; or
10.1.4 there is at any time a material change in the management, ownership or control of the Customer; or
10.1.5 if PCT reasonably apprehends that any of the events specified in clause 10.1.2 to clause 10.1.4 is about to
 occur in relation to the Customer and notifies the Customer accordingly.
10.2 In the event of termination by PCT pursuant to clause 10.1above then, without prejudice to any other right or
 remedy available to PCT, PCT shall be entitled to cancel the Contract or suspend any further deliveries under
 it without any liability to the Customer and, if the Products have already been delivered but not paid for, the
 price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary
 and PCT shall be entitled to charge statutory interest as provided for in the Late Payment of Commercial Debts
 (Interest) Act 1998 from the time of such cancellation or suspension until PCT receives payment.

11 Force Majeure
 PCT reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Products
 ordered by the Customer (without liability to the Customer) if it is prevented from or delayed in the carrying on
 of its business due to circumstances beyond the reasonable control of PCT including, without limitation,
 acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion,
 fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either
 party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of
 adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess
 of 180 (one hundred and eighty) days, the Customer shall be entitled to give notice in writing to the Company to
 terminate the Contract.

12 General
12.1 The remedies available to PCT under the Contract shall be without prejudice to any other rights, either at
 common law or under statute, which it may have against the Customer.
12.2 The failure or delay of PCT to enforce or to exercise, at any time, or for any period of time, any term of
 or any right, power or privilege arising pursuant to the Contract does not constitute and shall not be
 construed as a waiver of such term or right and shall in no way affect either party's right later to enforce
 or exercise it, nor shall any single or partial exercise of any remedy, right, power or privilege preclude
 any further exercise of the same or the exercise of any other remedy, right, power or privilege.
12.3 The invalidity or unenforceability of any term of, or any right arising pursuant to the Contract shall not
 in any way affect the remaining terms or rights which shall be construed as if such invalid or unenforceable
 term or right did not exist.
12.4 Any notice or written communication required or permitted to be served on or given to either party under
 the Contract shall be delivered by hand or sent by recorded delivery mail to the other party at its address
 set out above or to such other address which it has been previously notified to the sending party and shall
 be deemed to have been given on the day of delivery.
12.5 The Contract is personal to the Customer and the Customer may not assign, transfer, sub-contract or
 otherwise part with the Contract or any right or obligation under it without the prior written consent
 of PCT.
12.6 Clause headings are purely for ease of reference and do not form part of or affect the interpretation of
 the Contract.
12.7 The Contract contains all the terms agreed by the parties relating to the subject matter of the Contract
 and supersedes any prior agreements, understandings or arrangements between them, whether oral or in writing,
 and no representation (unless made fraudulently), undertaking or promise shall be taken to have been given or
 been implied from anything said or written in negotiations between the parties prior to the Contract except
 as set out in the Contract.
12.8 No variation or amendment to the Contract shall be effective unless in writing signed by authorised
 representatives of the parties.
12.9 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of
 the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
12.10 Any reference in this agreement to any statute, law, statutory instrument, enactment, order, regulation
 or other similar instrument having the force of law shall be deemed to include any lawful amendment,
 re-enactment, extension, replacement, modification, consolidation and/or repeal thereof.
12.11 The formation, existence, construction, validity and performance and all aspects of the Contract are governed
 by the laws of England and the parties accept the exclusive jurisdiction of the English Courts.

SCHEDULE 1
Statement of Warranty
PCT warrants to the end purchaser, for a period of one year from the date of shipment from its factory, that all
Products manufactured by it are free from defects in materials and workmanship. This warranty does not cover products
that have been damaged due to normal use, misapplication, abuse, lack of maintenance, or improper installation. 
PCT’s liability under this warranty is limited to the repair or replacement of a defective product, at no charge to
the end purchaser, if the product is inspected by PCT and found to be defective.
Repair or replacement is at PCT’s discretion.  An authorisation number must be obtained from PCT before any product
may be returned for warranty repair or replacement.  The product must be thoroughly cleaned and any process chemicals
removed before it will be accepted for return.
The purchaser must determine the applicability of the product for its desired use and assumes all risks in connection
therewith.  PCT assumes no responsibility or liability for any omissions or errors in connection with the use of its
products.  PCT will under no circumstances be liable for any incidental, consequential, contingent or special damages
or loss to any person or property arising out of the failure of any product, component or accessory.
All expressed or implied warranties, including the implied warranty of merchantability and the implied warranty of
fitness for a particular purpose or application are expressly disclaimed and shall not apply to any products sold or
services rendered by PCT.
This warranty supersedes and is in lieu of all other warranties, either expressed or implied and all other obligations
or liabilities.  No agent or representative has any authority to alter the terms of this warranty in any way.
PCT sells its Products only under the above terms and conditions.  It will not be bound to any terms or conditions
stated by the purchaser or end user in any offer, acceptance or other contractual document.  Placing an order with PCT
or accepting a delivery from PCT shall be considered acceptance of its terms and conditions.