1. BASIS OF SALE Upon acceptance by SEH this price quotation constitutes a complete and binding contract governed by the terms and conditions of sale appearing herein and by the laws of the Scotland. Acceptance is at all times subject to availability of the Products covered by each order. Any acceptance or confirmation which states additional or differing terms from this contract shall be operative as acceptances; provided, however, that all such additional or differing terms shall not be part of this contract and notice of objection to them is hereby given.
  2. PAYMENT
    1. Payment of the price(s) for the Products or of any other additional amount shall be net thirty (30) days from the date of SEH's invoice.
    2. SEH reserves the right to change the credit terms at any time, when in SEH’s opinion Buyer’s financial condition or previous payment record so warrants.
    3. The price(s) shown in the quotation relate to a sale on the basis of the specified Incoterm (1990).
    4. Should Buyer fail to pay any sum due SEH, after ten (10) days from the date of written notice to Buyer, SEH shall not be obliged to continue performance under this contract.
  3. INCREASE IN PRICE The price(s) stated herein may be increased to the extent that SEH’s cost of the Products sold hereunder may be increased as a result of (1) any agreements, codes, or legislative enactments made or enacted pursuant to government or local legislation, (2) increase in costs of labour, raw materials, or overhead, (3) taxes or other charges imposed by governmental authority upon the production, sale or use of such Products or of materials used in the manufacture thereof, or (4) increase in existing freight rates.
  4. END USE
    1. Determination of the suitability of the Products described in the quotation for the use contemplated by Buyer or Buyer's customers is the sole responsibility of Buyer or Buyer's customers, whichever the case may be and SEH shall have no responsibility in connection therewith. Buyer assumes all risk and liability for loss, damage, or injury to property of Buyer or others, and injury to third persons or personnel of Buyer arising out of the use or possession of the Products furnished hereunder and hereby agrees to indemnify SEH in respect of any claim made by any third party in respect thereof.
    2. Buyer shall use the Product acquired from SEH for civil (non-military) purposes only or shall re-sell, re-transfer or re-export the Product only to customers or users who will use them for civil (non-military) purposes.
    3. Buyer shall not, directly or in-directly, re-sell, re-transfer or re-export the Product to customers or users engaged in the development or manufacture of weapons of mass-destruction such as nuclear, biological or chemical weapons and missiles.
    4. Buyer shall not use the items for the development of manufacture of weapons of mass-destruction such as nuclear, biological or chemical weapons and missiles.
    5. Buyer shall protect, defend, hold harmless and indemnify SEH from and against any liability, claims, damages or penalties arising from Buyer’s failure to comply with its obligations set forth above.
  5. WARRANTY
    1. SEH warrants only that the Products supplied hereunder shall meet the description(s) or specification(s) stated in the quotation.
    2. THE ABOVE WARRANTY IS IN LIEU OF ALL OTHER WRITTEN OR UNWRITTEN, EXPRESS OR IMPLIED, WARRANTIES AND SEH HEREBY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE PRODUCTS SUPPLIED HEREUNDER.
    3. Buyer shall notify SEH promptly in writing of any claim of breach of warranty and shall provide SEH with the opportunity to inspect and verify each Product claimed to be defective.
  6. BUYER'S REMEDIES AND NOTICE
    1. Buyer's exclusive remedy and SEH's sole liability hereunder is expressly limited to (i) replacement of the Products shown to be other than as warranted, or (ii) refund of the purchase price to the Buyer, at SEH's option. Buyer shall have no right to cover by procuring substitute Products. In no event shall SEH be liable for any labour claims or special, indirect, incidental or consequential damages, lost profits, or for any claim or demand against Buyer by any other party, whether arising under any warranty, express or implied, or otherwise. SEH's liability for damages under this contract shall in no event exceed the purchase price. Said refund or replacement under this contract is conditional on Buyer giving SEH written notice within sixty (60) days from the date of shipment by SEH that such Products are other than as warranted. Failure by Buyer to give such notice within the sixty (60) day period shall constitute an irrevocable acceptance of the Products and an admission that they fully comply with all terms, conditions, warranties and specifications of this contract.
    2. Any action concerning this contract shall be brought within two (2) years after the cause of action has accrued.
  7. REJECTED PRODUCTS It is agreed that, Buyer, on rejecting any Product delivered hereunder, will hold such Product at Buyer's place of business until such time as SEH has been notified in writing of such rejection. If requested by SEH, Buyer shall promptly return to SEH's plant any rejected Product and SEH will pay freight thereon. Under no circumstances may Buyer return any rejected Product to SEH without first receiving an A.R.M. (Authorisation to Return Material) form.
  8. RETENTION OF TITLE
    1. SEH retains, until Buyer performs all of its obligations hereunder (including, without limitation, payment in full of the purchase price), a purchase money security interest in the Products (including all accessions and replacements thereto and the proceeds thereof) to secure performance of all such obligations of Buyer.
    2. Buyer agrees promptly upon request by SEH to execute any financing statement, application for recording and like documents, and to take any other action deemed necessary or desirable by SEH in order to perfect SEH’s security interest hereunder. In addition, Buyer hereby appoints SEH its attorney-in-fact to prepare, sign, and file or record for Buyer’s name, any such documents.
    3. The making of this contract between Buyer and SEH shall constitute their execution of this Security Agreement.