Custom card - IBS

Terms and Conditions - Page 2 of 2

8. PATENTS

(I) Subject to paragraph (ii) of this Condition, the Company will indemnify the Purchaser against damages and costs awarded against the Purchaser by a competent court in respect of any claim by a third party alleging infringement of any patent, registered trade mark of copyright granted or registered at the date of the order resulting form the use or sale of the Goods PROVIDED THAT this indemnity shall not apply to any infringement which is due to the association or combination of the Goods with any other article, apparatus of device and shall be conditional upon the Purchasers giving the Company prompt written notice of any such claim for infringement or alleged infringement and affording the Company the opportunity to assume (at the Companys expense) the defence of any such claim and all negotiations in respect thereof. The foregoing states the Companys entire liability for patent, design, trade mark or copyright infringement.

(ii) Where Goods are supplied in accordance with a specification or design specified by the Purchaser the Indemnity given in the preceding paragraph shall not apply to any claim in respect of infringement or alleged infringement and aforesaid insofar as such claim arises from such specification or design and in such cases the Purchaser shall indemnity the Company against any such claim on the same terms as are contained in the preceding paragraph.

9. DOCUMENTS

All drawings, documents and other information provided by the Company to the Purchaser are provided on the express understanding that the same are confidential and will not be disclosed, copied or made available to third parties, and will only be used in connection with the Goods in respect of which they are issued.

10. FORCE MAJEURE

If the Companys ability to perform its obligations under the order is limited, delayed or prevented in whole or in part by reasons of any cause or event beyond the Companys control, including but without limiting the foregoing, fire, storm, tempest, explosion, accident, breakdown or plant or machinery, strike and/or industrial dispute, war, civil strife or commotion, act of foreign enemy, hostilities (whether war be declared or not), law or act of or authorised b any government, the Company shall be excused, discharged or released without penalty from the performance of the Order to the extent that such performance is so limited, delayed or prevented. In the event that the Products covered by the Order or any part thereto have been delivered, the Purchaser shall pay to the Company the whole or the proportion of the contract price appropriate to the Products delivered.

11. TRANSFER

The Purchaser shall not transfer or assign the benefit of the order or any part thereof without the prior written consent of Company.

12. LICENCES

In the case of export orders: -

(i) The Purchaser shall be responsible for obtaining all necessary import licences and shall indemnify the Company against all loss, costs or expense incurred by the Company in respect of Goods supplied without valid import licences.

(ii) Delivery under the order shall be subject to the granting of any necessary export licence(s) and the Purchaser shall render all necessary assistance to the Company to obtain such licence(s). The Company accepts no liability for any loss, damage or expense arising from any delay in obtaining or failure to obtain such export licence(s). Where Goods are ordered for export from a Purchasers address in the United Kingdom or by a Purchasers agent in the United Kingdom the Purchasers or his agent shall be responsible for obtaining such export licences.

13. BANKRUPTCY

In the case of export orders: -

If the Purchaser shall become bankrupt or have a receiving order or administration order made against it or shall make any composition or arrangement with or conveyance or assignment for the benefit of creditors or shall purport so to do or shall have any application made against it under any Bankruptcy Act, or (being a Company) if any resolution be passed or any order of the Court be made that the Purchaser is wound up (save for the purpose of a bona-fide reconstruction or amalgamation) or a receiver or manager be appointed by any creditor or any act shall be done which would cause any of the foregoing to be done , the Company shall be entitled to determine the order by written notice to the Purchaser.

14. WAIVER

No admission, act or omission made by the Companys part during the continuance of this order shall constitute a waiver of or release the Purchaser from any liability under any of its terms.

15. LAW

(i) The order shall be construed and have effect in all respects in accordance with the laws of England, and the High Court of Justice in England shall be the court of jurisdiction.

(ii) If any part of these conditions shall be found to be unlawful it shall not affect the validity or enforceability of the remainder of the conditions.

16. CANCELLATION

No cancellation is permitted by the customer unless agreed in writing by Custom Card-IBS. In the event of cancellation the customer will indemnify Custom Card-IBS fully against all expenses incurred by Custom Card-IBS together with liquidated damages equivalent to 10 per cent of the contract price for the goods in question.

17. SEVERABILITY

Each of these conditions shall be severable and distinct from one another and if at any time, any one or more of such conditions is or becomes invalid, illegal, or unenforceable, the validity, legality, and enforceability of the others shall not in any way be affected or impaired thereby.