1. Terms of Sale. These Standard Terms and Conditions ("Terms") govern all sales of products (the "Products") by Emteq Limited ("Emteq Labs") to Buyer regardless of whether Buyer purchases the Products through the medium of written purchase orders or electronic orders via EDI (collectively, "Purchase Orders"). Upon receipt by Buyer of an express acceptance by Emteq Labs or upon commencement of performance by Emteq Labs, these Terms, the Purchase Order, as modified by Emteq Labs' acceptance or order acknowledgment, become a binding contract between Buyer and Emteq Labs on the terms reflected in those documents (the "Sales Agreement"). In case of a conflict between these Terms and the Purchase Order, these Terms prevail except where Emteq Labs has expressly agreed to the conflicting term in the Purchase Order in its acceptance or order acknowledgment. In case of a conflict between the Purchase Order and Emteq Labs' acceptance or order acknowledgment, the acceptance or order acknowledgment prevails.

  2. Price. The price of the Products, as set forth in the Purchase Order, does not include sales, use, excise or any other taxes or assessments levied by any federal, state, municipal or other governmental authority, unless Emteq Labs expressly agrees otherwise.

  3. Payment. Payments must be made to Emteq Labs in British Pounds Sterling for the price of the Products together with any shipping and handling costs and applicable taxes such as sales tax, VAT, user tax, customs and duties, etc. at the time of the submission of the Purchase Order. Orders outside the UK may be subject to taxes/duties on delivery.

  4. Specifications; Modification. The Product will be in substantial conformity with the specifications, as advertised. Notwithstanding the foregoing, all Products, parts and components and product-related specifications are subject to modifications and changes without notice to comply with applicable freight classification, Emteq Labs' customary distribution or manufacturing processes, industry courses of dealing and usages of trade, industry standards, third party rights, and/or changes in applicable laws and regulations.

  5. Packaging. Emteq Labs has the sole discretion to pick and choose the shipping method; provided, however, in the event Buyer requests, and Emteq Labs agrees to comply with the request, a preferred, pre-paid by Buyer, reasonable shipping method, Emteq Labs will endeavour to comply with Buyer's packaging specifications, if any, including without limitation, unitizing, palletizing, boxing, and bundling; provided further Emteq Labs reserves the right to substitute any other methods of packaging that is reasonably comparable to the specifications furnished by Buyer, both with respect to costs and to the risk to which the Products are subject.

  6. Shipment. Emteq Labs must deliver the Products from Emteq Labs' facility. Buyer must pay all transportation costs of the Products. In the event Buyer purchases more than one (1) unit of Products, Emteq Labs may make partial shipments at Emteq Labs' sole discretion. Emteq Labs will endeavour to meet the shipping date specified by Buyer. If Emteq Labs is unable to meet that date, Buyer has no claim for damages resulting from any such delay in delivery.

  7. Title and Risk of Loss. Title to the Products passes to Buyer when the Products are fully paid for. Emteq Labs is not responsible for damage or loss in transit. All risk of loss to the Products passes to Buyer as the Products are loaded onto the carrier. Buyer must obtain adequate insurance to cover the Products from the time risk of loss has passed from Emteq Labs.

  8. Return & Refund Policy. Buyer may return the Product within 30 days of the delivery and receive 100% of the purchase price (the "Refund") on the following conditions: first, Buyer must contact Emteq Labs' representative and supply all requested information after which Buyer receives an authorization; second, Buyer must assemble all parts and components and repackage the same using the original packaging; third, Buyer must use authorized shipping methods to return the entire package at Buyer's own costs and must include any return authorization statement issued by Emteq Labs. Upon receipt of the returned Product, Emteq Labs will inspect and examine the returned Product and determine whether Buyer has fully complied with all applicable terms and conditions, including the foregoing conditions. Following such inspection and examination, only in the event that Emteq Labs is satisfied with the results, then Emteq Labs will issue the Refund by crediting the credit card account by which Buyer made the purchase price less any other reasonable charges for cleaning, inspection and examination, testing, restocking costs. Buyer agrees that the foregoing process until issuance of the Refund may take up to 60 days. In the event that following inspection and examination of a returned Product, Emteq Labs determines that the Buyer failed to comply with all applicable conditions for returning Products, Emteq Labs may only return 85 % of the purchase price, which shall be equal to the then-fair salvage prices of the parts and components less reasonable labour costs and charges for salvaging and recycling the parts and components.

  9. Limited Warranty. Emteq Labs provides Limited Warranty, a copy of which is separately enclosed in the Product packaging.

  10. End User License. The Purchase of the Product include the License as defined in, and subject to the terms and conditions of End User License Agreement.

  11. Privacy Policy. Buyer's use of the Product is subject to Emteq Labs' Privacy Policy, a copy of which is can be found on Emteq Labs' website (https://emteqlabs.com) or separately enclosed in the Product packaging.

  12. Liability Limitation. In addition to other limitations provided in Limited Warranty and End User License Agreement, Buyer agrees with the following: IN NO EVENT IS EMTEQ LABS RESPONSIBLE TO BUYER FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, ALL DIRECT AND INDIRECT LOST PROFITS, REGARDLESS OF WHETHER THOSE DAMAGES WERE FORESEEABLE.

  13. Cancellation of Purchase. Buyer may cancel the purchase order within 24 hours of submitting a purchase order and receive 100 % of the purchase price. Any cancellation of the purchase after 30 days shall be treated as return of the Product and is subject to the provisions of Section 8 above.

  14. Excusable Delays. Emteq Labs is not liable or responsible for delay or failure to make delivery of Products occasioned by (i) any cause beyond its reasonable control, including, but not limited to, a labour dispute, shortage of components and parts, industry disturbance, fires, unusually severe weather conditions, earthquakes, floods, declared or undeclared war, epidemics, computer malfunctions, civil unrest, riots, lack of supplies, delay in transportation, governmental, regulatory or legal action, act of God, or (ii) by acts or omissions of Buyer, including, but not limited to, Buyer's failure to list a correct address for delivery or promptly comply with the terms of payment under the Sales Agreement ("Excusable Delays"). The date of delivery must be extended for a period equal to the time lost by reason of any of the Excusable Delays.

  15. Indemnification. To the maximum extent allowed by law, Buyer agrees indemnify and hold harmless Emteq Labs and its employees, affiliates, partners, and agents against all sums, costs, liabilities, losses, obligations, suits, actions, damages, penalties, fines, interest and other expenses (including investigation expenses and attorneys' fees) that Emteq Labs may incur or be obligated to pay as a result of (i) Buyer's negligence, use, ownership, maintenance, transfer, transportation or disposal of the Products; (ii) any infringement or alleged infringement of the industrial and intellectual property rights of others arising from Buyer's plans, specifications (including Buyer's trademarks and brand names) or production of the Products ordered by Buyer; (iii) Buyer's violation or alleged violation of any federal, state, county or local laws or regulation, including without limitation, the laws and regulations governing product safety, labelling, packaging and labour practices; and (iv) Buyer's breach of the Sales Agreement.

  16. Entire Agreement. The Sales Agreement together with Limited Warranty, End User License Agreement, and Privacy Policy, as may be amended from time to time, comprises the complete and final agreement between Emteq Labs and Buyer and supersedes all prior negotiations, proposals, representations, commitments, understandings or agreements between Emteq Labs and Buyer, either written or oral, on its subject. No other agreement, quotation or acknowledgment in any way purporting to modify any of the terms of the Sales Agreement is binding upon Emteq Labs unless made in writing and signed by Emteq Labs' authorized agent. The Sales Agreement may not be altered or modified except by written agreement of Emteq Labs and Buyer. Any other representations or warranties made by any person, including employees or other agents of Emteq Labs, that are inconsistent with the Sales Agreement must be disregarded by Buyer and are not binding upon Emteq Labs. If any model or sample were shown to Buyer, such model or sample was used merely to illustrate the general type and quality of goods and not to represent that the Products would necessarily conform to the model or sample.

  17. Successors and Assigns. The Sales Agreement binds and inures to the benefit of Buyer and Emteq Labs and their respective successors and permitted assigns. The Buyer may not assign any interest in, nor delegate any obligation under the Sales Agreement, without Emteq Labs' prior written consent.

  18. Governing Law. The validity, construction and performance of the Sales Agreement is governed by, and must be construed in accordance with, the laws of England & Wales, without regard to its conflicts of law provisions. The U.N. Convention on Contracts for the International Sales of Goods does not apply to the Sales Agreement and all of its terms must be construed in accordance with the laws of England.

  19. Dispute Resolution. Any dispute in connection with the Sales Agreement must be resolved through binding arbitration in England, pursuant to the commercial arbitration rules of England & Wales. The arbitration proceedings must be conducted in the English language and all submissions must be made in English or with an English translation. Witnesses may provide testimony in a language other than English if simultaneous English translation is provided. The results of any arbitration will be final and non-appealable. The foregoing notwithstanding, Emteq Labs reserves the right to invoke the jurisdiction of any competent court to remedy or prevent violation of any provision of the Sales Agreement.

  20. Jurisdiction and Venue. Buyer irrevocably submits and agrees to the jurisdiction of the courts of England in any action, suit or proceeding related to, or in connection with, the Sales Agreement and, to the extent permitted by applicable law, Buyer waives and agrees not to assert as a defence in any such action, suit or proceeding any claim (i) that Buyer is not personally subject to the jurisdiction of the English; (ii) that the venue of the action, suit or proceeding is improper; (iii) that the action, suit or proceeding is brought in an inconvenient forum; or (iv) that the subject matter of the Sales Agreement may not be enforced in or by the English courts. Without prejudice to any other mode of service, Buyer consents to service of process relating to any such proceedings by personal or prepaid mailing (air mail if international) in registered or certified form a copy of the process to the Buyer at the address set forth in the Notices below.

  21. Waiver. The waiver by Emteq Labs of any breach by Buyer of any provision of the Sales Agreement may not be construed to be either a waiver of the provision itself as to subsequent application or any other provision of the Sales Agreement.

  22. Severability. If any provision of the Sales Agreement is held by a court of competent jurisdiction to be contrary to law or public policy, the remaining provisions of the Sales Agreement remain in full force and effect.

  23. Notices. No notice or other communication under the Sales Agreement is sufficient to affect any rights, remedies or obligations of either party unless the notice or communication is in writing and (as elected by the party giving the notice) is (i) personally delivered, (ii) transmitted by facsimile (with a receipt acknowledgment), (iii) transmitted by electronic computer mail, (iv) transmitted by a recognised courier service, or (v) mailed (air mail if international) in registered or certified form, to the party to which notice or communication is being given at the following address:

    (a) If to Emteq Labs: Sussex Innovation Centre, Brighton BN1 9SB, UK. E-Mail: support@emteqlabs.com

    (b) If to Buyer, at its address designated on the face of the Purchase Order.

    Except as otherwise specified in the Sales Agreement, all notices or communications are deemed to have been duly given (i) on the date of receipt if delivered personally, (ii) on the date of transmission if delivered by facsimile, (iii) on the date of transmission if transmitted by electronic computer mail, (iv) one day after pickup by courier if delivered by courier, or (v) five days after mailing if delivered by the postal service. Either party may change its address by notice to the other party.

  24. Construction. The headings of the Sections in these Terms are provided for convenience only and may not be considered in the interpretation of the Sales Agreement. The parties agree that the provisions of the Sales Agreement may not be construed in favour of or against either party by reason of the extent to which a party or its professional advisors participated in the preparation of the Sales Agreement.

  25. Survival. The terms of the Sales Agreement that by their nature are reasonably intended by the parties to survive its expiration or earlier termination, including, but not limited to, Sections 8, 9, 10, 11, 12, 15, 18, and 19 and this Section 25, survive the expiration or termination of the Sales Agreement.