1                       DEFINITIONS

  In these Terms and Conditions:

 1.1         The 'Company' means Aros Developments Ltd  (Registered number: SC 227278) whose registered office is situated at Achnacoul, Contin, Strathpeffer, IV14 9ES.

 1.2         The 'Client' means any person or company who buys or has agreed to buy services or goods

 1.3         The 'Conditions' mean the terms and conditions set out in this document.

 1.4         The singular shall be deemed to include the plural, person shall include the firm or company and vice versa.

 2                       GENERAL

 2.1         All services are carried out or goods are supplied by the 'Company' on the basis of the following 'Conditions', unless otherwise specified in writing between the 'Company' and the 'Client'.

 2.2         In the event of any conflict between this contract and any subsequent written contract, the terms of the subsequent written contract shall prevail.

 2.3         The Estimated or Quoted Price, Estimated Completion Date and Project Aims are set out in the Offer or Agreement.

 3                       QUOTATIONS, ESTIMATES AND ORDER PLACEMENT

 3.1         All quotations for supply of services or goods, unless previously withdrawn or otherwise indicated are valid for a period of 30 days from the date of the quotation.  Time-scales are indicative only and should be confirmed at the time of order placement.

 3.2         All quotations may be withdrawn by notice in writing at any time prior to acceptance.

 3.3         All offers are made without engagement and no liability is accepted for loss, damage or delay caused by government order, war, civil commotion, accidents, fires, strikes, or delay in obtaining materials or any other cause beyond the 'Company'’s reasonable control.

 3.4         Where an estimated price is provided the 'Client' will receive the full benefit of any lesser cost for the supply of services or goods. Should it appear likely to the 'Company' that the Estimated Price will be exceeded by at least 10%, the 'Company' shall advise the 'Client' and not incur further expense; the 'Client' shall have the options of terminating the contract upon payment of the 'Company''s charges to the date of advice up to a maximum of 10% in excess of the Estimated Price, or of negotiating an additional fee for the completion of the work.  Estimated prices are based upon the assumption that the 'Client' adheres to the method of project management outlined in our Work Practices, a copy of which is available upon request.  

 3.5         The ‘Company’ will not proceed to supply services or goods without an authorised written purchase order.

 3.6         Except where otherwise agreed a deposit of 25% (plus VAT where appropriate) of the estimated total price of the services or goods shall be paid in advance, this deposit is non-refundable in the event of cancellation.

 4                       PERFORMANCE

 4.1         The 'Company' shall use its best endeavours to achieve the Project Aims at the Quoted or Estimated Price using its current resources.

 4.2         No liability is accepted by the 'Company' for any loss, damage or injury, direct or consequential, arising from any defects or failing in services or goods supplied by the company.

 4.3         The 'Company' does not warrant that the Project Aims can be met, but will notify the 'Client' immediately if the 'Company' concludes that it cannot or is unlikely to be able to achieve them.

 4.4         The 'Company' shall not be liable for any delay or non-performance arising from or attributable to circumstances beyond its control, including but not limited to acts of God, labour disputes, transportation delays, delays in the supply of services or goods by suppliers to the 'Company'.

 4.5         The 'Company' shall not be liable for any delay or non-performance of Project Aims or for exceeding the Estimated or Quoted Price because of any non-disclosure or withholding of information relevant to the project Aims by the 'Client' or its agents.

 4.6         The 'Company' does not accept liability in respect of failure to deliver or perform or delay in delivering or performing under an order or contract due to any cause outside its reasonable control including but not limited to cause arising from the acts or omissions of the 'Client'.

 4.7         Every effort is made by the 'Company' to ensure the accuracy of any technical data made available in relation to the services or goods.  However, the 'Company' accepts no liability for any damage or injury arising from any errors or omissions in such technical data, beyond the 'Company’'s reasonable control.

 4.8         Time-scales shall not be deemed to be part of any contract.

 4.9         The 'Company' reserves the right to outsource to a third party any part or all of the supply of services or goods.

 4.10     Except where expressly stated in the contract, the 'Company' shall perform any services either at its own premises or at the premises of the 'Client' or at any other location as required to effectively fulfil the contract.

 5                       PAYMENT

 5.1         Payment for all services and goods is due on the date of issue of invoice. In the case of projects greater than one month duration, invoices may be issued on a monthly basis. The 'Company' reserves the right to charge Interest on all overdue sums at 2% above the average monthly base lending rate of the Royal Bank of Scotland for the invoicing currency from the date the payment is due until payment is received.

 5.2         If the 'Client' fails to take delivery of goods within seven days of written notification of their readiness, the 'Company' may charge the 'Client' for their storage. If storage charges are likely to exceed the value of the goods the 'Company' may notify the 'Client' and if the 'Client' does not then take delivery, dispose of the goods. Any surplus shall be refunded to the 'Client'. Any expenses thereby incurred will be to the 'Client's' account.

 5.3         If any payment is overdue the 'Company' may withhold or suspend supply of services or goods until such payment is made.

 6                       CONFIDENTIALITY, PUBLICATION, RELATED WORK

 6.1         The 'Company' shall keep in confidence all confidential information it has received from the 'Client' except confidential information in the 'Company''s possession prior to receipt from the 'Client'.

 6.2         If the 'Company' outsources to a third party any part or all of the supply of services or goods, the 'Company' undertakes to procure from the third party the relevant undertakings to keep in confidence all confidential information.

 6.3         The 'Company' shall keep the results of work undertaken on behalf of, and paid for by the 'Client', as confidential to the 'Client'. If the 'Company' wishes to use any result in a publication, the prior written approval of the 'Client' will be sought.

 6.4         The 'Client' shall refer any proposed publication of test results or other work undertaken by the 'Company' under this contract to the 'Company' for approval. the 'Company' approval may be withheld if the 'Company' believes in good faith and on reasonable grounds that the proposed publication does not completely accurately represent the results of the work undertaken.

 6.5         The 'Company' may undertake research and development in the same or a similar field either for its own purposes or on behalf of another client, provided that the 'Company' does not breach its obligation of confidentiality to the 'Client'.

 7                       OWNERSHIP AND WARRANTIES

 7.1         Ownership in any services or goods provided under this contract shall pass to the 'Client' only on the full performance of the obligations of the 'Client', including the payment of all accounts payable.

 7.2         The 'Company' warrants that for a period of one month from delivery date goods supplied will be free from any defect in materials or workmanship due to any negligence or default on the part of the 'Company' or its employees. In the event of such a defect being notified by the 'Client' to the 'Company' within the said period, the 'Company' shall at its own discretion replace or repair the goods or provide a full refund. the 'Company' may ask for the return of the defective goods prior to making a refund.

 7.3         The 'Company' does not warrant that manufacture of, or dealing in products or methods developed under this contract is not an infringement of any intellectual property rights of third parties.

 7.4         Copyright and all other technical property rights remain with the 'Company' at all times.  The 'Client' may be granted an exclusive and unrestricted licence for their use in the specified project and subject to fees having been paid.

 7.5         The 'Client' is responsible for fulfilling the terms and conditions of any licences necessary for the use of designs and software supplied by the 'Company'.

 8                       LIABILITY AND INDEMNITY

 8.1         Except for the express warranties herein contained the 'Company' shall be under no liability in respect of the provision of services and goods under this contract.

 8.2         The maximum liability of the 'Company' in respect of this contract shall be limited to sums paid by the 'Client' to the 'Company' for the services and goods provided.

 8.3         The 'Company' shall not be responsible for any special, indirect, incidental or consequential damages nor for any lost profits or injury arising from the provision of the services and goods.

 8.4         The 'Company' shall not be liable for damages of any type what-so-ever or any costs arising therefrom or relating thereto sustained by or awarded against the 'Client' arising from the 'Client's' manufacture, use or sale of services or goods supplied by the 'Company'.

 8.5         The 'Client' shall indemnify the 'Company' against all liability of whatever kind arising from the 'Company''s manufacture for the 'Client', or the 'Client's' manufacture, use or sale of services or goods provided by the 'Company' or any product or process developed therefrom or incorporating same.

 9                       TERMINATION AND NOTICES

 9.1         This project shall terminate either upon completion of the Project Aims by the 'Company' and payment by the 'Client', or upon mutual agreement of the parties.

 9.2         Any termination of this agreement shall be without prejudice to the rights of either party in existence prior to termination.

 9.3         Any notices sent by pre-paid post to the last-known address of the addressee shall be deemed to have been given two working days after posting or the next following working day if sent by facsimile transmission.

 10                    APPLICABLE LAW

 10.1     Unless otherwise agreed in writing any contract or transaction shall be governed by the laws of Scotland.