1. DEFINITIONS

1.1 In these Conditions the following words shall have the meanings set out below. MWGT means Microwave Glass Technology Co. Ltd. the MWGT Engineer means the Sellers personnel including any nominated or approved sub-contractors. Buyer means the person, firm or company or other body to whom the Goods are to be supplied. Conditions means the terms and conditions set out below and any additional provisions incorporated in writing by MWGT (including the Quotation).
Goods means the goods and services (including any instalments or part) described in the Quotation.
Quotation means the quotation provided in writing by MWGT for the provision of the Goods.
Services means the Services specified by MWGT.

1.2 The headings in these Conditions are for convenience only and do not affect the interpretation of these Conditions.

       2. ENTIRE AGREEMENT

2.1 MWGT offers to sell and the Buyer agrees to buy the Goods subject to the Conditions.

2.2 The Conditions constitute the entire agreement between MWGT and the Buyer to the exclusion of any other contractual provisions whether oral or written express or implied statutory or otherwise.

2.3 No variation of the Conditions shall be binding on MWGT unless confirmed in writing by a Director or the Commercial Manager of MWGT.

     3. CONTRACT PRICE AND PAYMENT

3.1 The price for the Goods is as stated in the Quotation subject to the qualifications set out below.

  3.1.1 the price for the Goods in the Quotation is only fixed for 30 days from and     including the date of the Quotation after which it may be varied at MWGT discretion.

  3.1.2 Subject to the sub-clause 3.1.1 MWGT may vary the price of the Goods if the cost of supplying or producing the Goods increases after the date on which the Quotation is given.

  3.1.3 the price of the Goods may be increased to reflect any extra costs and expenses incurred by MWGT due to modifications or variations to the Goods requested by the Buyer and accepted in writing by MWGT after the date of the Quotation.

3.2 The price of the Goods excludes the cost of any testing certification and modifications of the Goods required by any national or local authority unless specified in the Quotation.

3.3 The Buyer shall indemnify MWGT against all costs claims and expenses that MWGT incurs as a result of any modifications to the Goods which have to be made because of errors in specifications or drawings provided by the Buyer or because of the failure or unsuitability of materials supplied or specified by the Buyer.

3.4 All prices for Goods are ex-works and exclusive of carriage packaging insurance customs duties, import duties and VAT unless otherwise stated in the Quotation.

3.5 Payment for the Goods is due 14 days from date of the invoice for the Goods. Punctual payment for the Goods is of the essence of the contract between MWGT and the Buyer.

3.6 MWGT reserve the right to charge interest at the rate of 2% per month (or part thereof) on all overdue amounts.


    4. RETENTION OF TITLE

4.1 The Goods will without prejudice to clause 4.2 below remain the property of MWGT until:

  4.1.1 full payment for the Goods has been received by MWGT and

  4.1.2 all other amounts owing to MWGT by the Buyer on any account whatsoever have been paid to MWGT in full.

4.2 Without prejudice to clause 4.1 MWGT shall be entitled to sue for all and any amounts owing to MWGT from the Buyer notwithstanding the fact that title in the Goods has not passed to the Buyer.

4.3 If the Goods are incorporated or processed by the Buyer into other articles such articles shall (from the time that they come into being) become the property of MWGT until the provisions of Clause 4.1 have been satisfied.

4.4 While the Goods remain the property of MWGT the Buyer shall keep the Goods marked and separately stored at the Buyer's expense so as to be clearly identifiable as the property of MWGT.

4.5 At any time whilst any monies on any account are owed to MWGT by the Buyer, MWGT may recover and resell the Goods (if in the Buyers possession and if the Goods have not been incorporated or processed by the Buyer into other articles) and for this purpose the employees or agents of MWGT are hereby irrevocably authorised by the Buyer to enter upon the Buyer's or other premises where the Goods are situated and recover the Goods.

4.6 notwithstanding clause 4.1 the risk of loss or of damage to the Goods will pass to the Buyer on delivery for (or in the case of articles referred to in 4.3 above shall be that of the Buyer at all times after they come into being).

4.7 The Buyer may resell the Goods to third parties in the normal course of business and the proceeds of any such resale shall belong to MWGT to the extent that any payments referred to in clause 4.1 remain owing by the Buyer and the Buyer shall be under a fiduciary duty to account to MWGT for those proceeds and the Buyer shall pay all such proceeds of sale into a separate trust account pending accounting to MWGT thereof.

4.8 The Buyer will only be the agent of MWGT to give effect to clause 4.7 (and not otherwise) and the Buyer shall indemnify MWGT against all and any liability that MWGT may incur to third parties (whether in contract tort or otherwise and including all the expenses of MWGT attributable thereto) in connection with the Goods other than liability which would not have arisen if this clause 4 had not formed part of the Conditions.

     5. DRAWINGS

5.1 All specifications drawings and particulars of weights and dimensions provided by MWGT are approximate only and the descriptions and illustrations contained in any catalogues price lists and other advertising material of MWGT will not form part of the Conditions as they are only intended to present a general idea of the Goods described.

5.2 All specifications drawings and technical descriptions submitted with or in connection with the Quotation of the Conditions are the copyright of MWGT and may not be reproduced or copied in any form without the prior written permission of MWGT.

5.3 All copyright material and other information and know-how whenever supplied by MWGT shall at all times be treated by the Buyer as confidential and shall not be used by the Buyer or communicated to third parties without the prior written consent of MWGT except for the sole purpose of the operation of the Goods.


     6. WARRANTY AND LIMITATION OF LIABILITY

6.1 MWGT warrants that (subject to the provisions of this clause) the Goods will be free from defects due to faulty workmanship for whichever be the shorter of 12 months from installation or 18 months from the date of despatch from MWGT. MWGT warrants magnetrons and thermocouples supplied by them for defects in material and workmanship but warrants no specific life span.

6.2 This warranty only applies to defects discovered within the shorter of the periods specified in Clause 6.1 and notified in writing to MWGT within forty five days of discovery.

6.3 Goods alleged to be defective and covered by this warranty shall either be returned to MWGT with details of failure identified properly packed and carriage paid or the defects shall be notified to MWGT who may send an engineer to repair or replace the Goods at its discretion. MWGT shall not be liable for any charges for the removal or refitting of the Goods. MWGT shall in its absolute discretion decide if the Goods are defective and under warranty and whether to replace or give credit for the Goods. MWGT reserves the right to charge for the cost of sending engineers to evaluate and remove the Goods which are subsequently found not to be covered by this warranty.

6.4 This warranty excludes normal wear and tear and also shall not apply to Goods which have been subjected to any alteration not authorised by MWGT or Goods which have not been stored serviced operated or maintained strictly in accordance with MWGT instructions or Goods on or from which the serial number or other distinguishing mark has been altered or removed. This warranty does not apply to second hand or refurbished Goods.

6.5 BH-F accepts liability arising under Commercial Code of the Czech Republic in respect of Buyers who are domiciled in the Czech Republic.

6.6 Subject to clauses 6.1 and 6.5 all other terms, conditions, representations and warranties expressed or implied whether arising by statute or common law or otherwise are hereby excluded and MWGT shall not be liable to the Buyer or any person claiming through the Buyer for any costs, claims, expenses, loss, injury or damage howsoever arising including but not limited to any loss of goodwill profit anticipated savings or business.

6.7 If notwithstanding the foregoing liability attaches to MWGT then the amount recoverable by the Buyer or any person claiming through the Buyer in respect of any and all breaches by MWGT shall be limited to the reasonable cost of remedying the defect or other matter constituting such breach (and MWGT shall first be afforded the opportunity carrying out the remedial work at its own cost) and in no circumstances whatsoever shall MWGT's liability to the Buyer exceed the total of the sums paid by the Buyer to MWGT for the Goods.
In no event shall MWGT be liable for loss of use or of profit or of contract and/or any other consequential loss or damages howsoever arising.

     7.PROPRIETARY INTELLECTUAL PROPERTY

The Buyer, its successors or assigns, understands and agrees that MWGT's software programs, software documentation operator manuals and drawings, including all exhibits and attachments thereto, are unique and are provided for the sole purpose of the single transaction and/or installation covered by this order and that the Buyer shall use the same only for such purposes. The Buyer agrees that the software, software documentation, operator manuals and drawings will be used by only those of its employees who are under a written obligation of confidentiality with respect thereto. The Buyer, its successors or assigns, agrees it will not directly or indirectly use, give, sell, exchange, show, display or exhibit MWGT's proprietary software, software documentation, operator manuals or drawings to any person, party, or entity without having first obtained the written consent of MWGT.

     8. DELIVERY

8.1 All dates given for completion and despatch of the Goods are estimates only in all cases (whether a date for completion or delivery is given or not) the time for completion or delivery will be deemed to be extended by a reasonable period if delivery or completion is delayed by a sub-contractor of MWGT or by instructions or a lack of instructions from the Buyer or by the lack of availability of materials or transport or by reason of MWGT not having received adequate information and or drawings from the Buyer to enable MWGT to complete and despatch the Goods.

8.2 MWGT shall as far as practicable deliver the quantity of Goods ordered by the Buyer.

     9. DELIVERY

The Buyer must notify MWGT in writing within 48 hours of delivery if any Goods are damaged or if the quantity delivered differs from the quantity stated on any advice note invoice or packing list relating to that delivery.

     10. SALE OR RETURN

If Goods supplied on a Sale or Return basis are not returned to MWGT within the stated period of time shown in the Quotation the Goods will be deemed sold to the Buyer and the provisions of clauses 3.5, 3.6 and 4 will apply.


     11. TERMINATION

11.1 notwithstanding the provisions of the Conditions if the Buyer has committed a major breach of its obligations then MWGT shall have the right to give notice to terminate its obligations under the Conditions forthwith (without prejudice to any other remedy it might have against the other party for breach or infringement of any provisions of the Conditions).

11.2 If the Buyer shall make or offer any compromise voluntary arrangement or agreement with all or any of its creditors or become subject to an administration order to commence to be wound up or shall have a receiver or administrative receiver appointed over the whole or part of its assets MWGT may terminate its obligations under the Conditions forthwith by written notice to the Buyer or to any receiver administrative receiver liquidator nominee supervisor or administrator or other person in whom the management or control of the Buyer may be vested.

      12. INTERNATIONAL CONTRACTS

12.1 Where the Goods are supplied for export from the Czech Republic the provisions of this clause 11 shall apply notwithstanding any other provisions of these Conditions.

12.2 The Buyer shall be responsible for arranging testing and inspection of the Goods if required at the premises of MWGT before shipment MWGT shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment or in respect of any damage during transit.

12.3 The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination their installation and use in that country and for the payment of any duties there on.

      13. SUPERVISION OF MWGT ENGINEER

13.1 Control of the working hours of the MWGT Engineer shall be at the discretion of the Buyer subject to the consent of the MWGT Engineer.

13.2 On completion of the Services the Buyer must sign the time sheet of the MWGT Engineer if attendance by the MWGT Engineer exceeds one day then time sheets must be signed each day until completion of the Services.

      14. ADDITIONAL SERVICES

No work additional to the Services may be undertaken or required by the Buyer from the MWGT Engineer without prior written approval of MWGT.

     15. FACILITIES AND ASSISTANCE

15.1 The Buyer shall provide the MWGT Engineer with full and free access to all facilities necessary for the provision of the Services including without limitation all supplies of water, electricity, air etc.

15.2 It is the responsibility of the Buyer to ascertain that building structures or supporting members for Goods supplied and installed by MWGT are structurally sound and capable of carrying the Goods.

     16. LOCAL REGULATIONS

16.1 The Buyer shall give MWGT sufficient prior notice of any local laws or regulations relevant to the provisions of the Services.

16.2 The Buyer shall obtain at its expense prior to commencement of any work by the MWGT Engineer any permit or licence required by law in connection with the provisions of the Services. The Buyer will ensure that MWGT is aware of all the provisions of any such permits or licence.

      17. SAFETY

17.1 The Buyer shall notify MWGT prior to the arrival of the MWGT Engineer of all safety regulations imposed on its own personnel.

17.2 The Buyer shall ensure that its safety officer or other responsible member of staff notifies the MWGT Engineer on arrival of the Buyers safe working practices and supply to the MWGT Engineer all necessary instructions issued by the Buyer in connection with the use of any equipment. It is the responsibility of the Buyer to ensure that such safe working practices and such user instructions are carried out.

17.3 The Buyer shall provide MWGT Engineer with all safe working apparatus and protective clothing normally required in the premises of the Buyer in accordance with (insofar as the Czech Republic is concerned) the Health and Safety at Work Act or any statutory amendment or modification thereto and (insofar as other countries are concerned) the relevant health and safety legislation or regulations applicable to that country and will ensure that the place of work to be provided to the MWGT Engineer shall at all times comply with the standards required by that act or by the relevant legislation or other regulations.

      18. FORCE MAJEURE
MWGT shall not be liable for any delay, loss or damage caused wholly or in part by act of god, fires, floods, storms, riots, wars or by governmental restriction control or prohibition or by reason of any act done or not done pursuant to a trade dispute whether such dispute involves its employees or not by reason of any other act matter or thing beyond its control.


     19. GENERAL

19.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principle place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

19.2 No waiver by MWGT of any breach of these Conditions by the Buyer shall be considered as a waiver of any subsequent breach of the same of any other provision.

19.3 If any provision of these Conditions is held by a competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.

19.4 The validity construction performance and interpretation of this Contract and any others arising hereunder shall be governed by the laws of the Czech Republic and any dispute shall be settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce in Prague.