Updated: September 2008

Conditions of Sale
GENERAL
In these Conditions of Sale:
"the Company" means Millennium Limited.
"the Customer" means the person, firm or company ordering or buying goods or services from the Company.
"the Goods" means the goods or services which are the subject matter of the relevant order or contract for sale.

No contract between the Company and the Customer in respect of the Goods shall exist until the Customer's order has been accepted by the Company. In the event that the Customer's order seeks to make the sale subject to terms different from these conditions, acceptance of the Customer's order by the Company (whether or not such acceptance is effected by formal order acknowledgment) shall be deemed to be a fresh offer by the Company on the basis of these conditions. In which event (unless these conditions are accepted by the Customer prior to delivery) acceptance of the delivery of the Goods by the Customer shall constitute acceptance of the Company's offer and the Contract of Sale shall be formed at that moment. No conditions or terms stipulated in any other communication or document shall vary or annul any of those conditions except insofar as the same are expressly consented to in writing by the Company.

PRICE
Quoted prices include the cost of normal packaging but exclude delivery and transit insurance (which may be charged at extra cost), Value Added Tax, or installation charges (where applicable).

DISPATCH AND PAYMENT
An extra charge may be levied to cover delivery and insurance costs. A charge may be made to cover any extra costs involved for delivery to a different address.
Should work be suspended at the request of the Customer or delayed through any default of the Customer for a period of 30 days, the Company shall then be entitled to payment for work already carried out, materials specially ordered, and any other additional costs, including storage.

CREDIT POLICY AND PAYMENT INFORMATION
The Company is pleased to offer credit terms to approved Customers. The Company's credit terms are 30 days net from the date of invoice. Accounts with overdue balances will be placed on credit hold and no further goods will be dispatched, no further services applied and all support and repair or warranty services will be frozen until the account is brought into order. Repeated failure to keep to these credit terms will result in the permanent loss of the credit facility.

PRELIMINARY WORK
All work carried out additional to that specified in the relevant quotation or order, whether experimentally or otherwise, shall be charged.

RETENTION OF TITLE
The Company and the Customer expressly agree that until the Company has been paid in full for the goods comprised in this or any other sales contract between them and all outstanding amounts due to the Company from the Customer or any associated or subsidiary or holding company of the Customer or from any director or shareholder of the Customer or any such company:
the goods shall remain the property of the Company and the Customer, as bailee of them for the Company, will store the same for the Company in a proper manner without charge and in such a way that the goods are clearly identified as being the property of the Company, notwithstanding that the risk therein shall pass to the Customer as provided herein.
At any time the Company may recover from the Customer the goods remaining in his possession, and for the purposes thereof may enter upon any premises of or occupied by the Customer or any third party (with the consent of that third party).
the Customer has the right to dispose of the Goods in the course of his business for the account of the Company and to pass good title to the Goods to his customers being bona fide purchasers for value without notice of the Company's right.
In the event of such disposition the Customer has the fiduciary duty to account to the Company for the proceeds thereof but may retain therefrom an excess of such proceeds over the amount outstanding to the Company under this or any other sales contract between them and for all outstanding amounts due to the Company from the Customer or any associated or subsidiary or holding company of the Customer or from any director or shareholder of the Customer or any other such company.

RISK
Notwithstanding the preceding clause, all risk in respect of the Goods shall be assumed by the Customer upon dispatch of the Goods to him.

CUSTOMER'S PROPERTY
The Customer's property and all property supplied to the Company by or on behalf of the Customer shall be deemed, while it is in the possession of the Company or in transit to or from the Customer, to be at the Customer's risk and the Customer shall insure accordingly.
The Company shall be entitled to make a reasonable charge for the storage of any of the Customer's property left with the Company before receipt of the order or after notification to the Customer of completion of the work.

LOSS OR DAMAGE IN TRANSIT OR NON DELIVERY
The Customer shall examine the Goods immediately they are delivered to him. The Company reserves the right to reject claims in respect of shortages or damage in transit or non-delivery of the Goods, or in the case of non-delivery 7 days after the due date for delivery.

LATE DELIVERY
Whilst the Company will use its best endeavors to deliver the Goods in accordance with the Customer's requirements, the Company will not be liable for any consequences of late delivery howsoever caused.

DEFECTIVE PRODUCTS
The Company's liability (both in contract and in tort) in respect of defects in the Goods shall be limited to the replacement of faulty items or material, or the issue of credit notes in respect thereof, or the granting of a refund or such other compensatory measures as the Company at its discretion considers appropriate in the circumstances. Such measures shall relate only to the actual faulty items or their value, and the Company shall not in any circumstances be under any liability to the Customer in respect of indirect or consequential loss or damage, or loss of profits, sustained by the Customer provided always that these conditions do not exclude or restrict the Company's liability for death or personal injury arising from its negligence. Goods returned for repair under warranty must be accompanied by a copy of the original invoice, or must quote the original invoice number and date of purchase.
Before returning items, please ring our engineers for authorization to return items - a discussion of the problem may assist in rectifying faults before goods are returned! It is your responsibility to ensure that any goods returned are properly insured; we will not be responsible for goods returned to us that are lost in transit.

EXPORT CONTROL
The Customer shall not resell outside the UK any of the products covered by the Export of Goods (Control) Order 1987 (or any re-enactment thereof) or the Export Administration Act 1979 (as amended) of the USA (or any re-enactment thereof) without obtaining all necessary licenses thereunder and will not resell such goods within the UK to a purchaser knowing (or being given reasonable grounds to suspect by the purchaser) that the purchaser intends to export such goods, without first obtaining either such licenses or a copy of such licenses obtained by the purchaser.

RECRUITMENT OF EMPLOYEES
The Company will suffer loss if a member of their staff accepts an offer of permanent employment with the Customer. If a member of the Company's staff accepts such an offer of employment with the Customer other than as a result of a relevant bona fide employment advertisement in the national or trade press, the Customer agrees to pay the Company the equivalent of six months salary for that member of staff. The provisions of this clause shall apply to subsidiaries, associates and parent companies of the Customer.

FORCE MAJEURE
The Company reserves the right to cancel, vary or suspend the operation of a contract of sale if events occur which are in the nature of force majeure including (without prejudice to the generality of the foregoing) fire, floods, storm, plant breakdown, strikes, lock-outs, riot, hostilities, non-availability of materials or supplies or any other event outside the control of the Company; and the Company shall not be held liable for any breach of contract resulting from such an event.
The exercise of rights under this clause shall be without prejudice to the Company's other rights of remedies.

CANCELLATION
The Company may withhold or cancel further or any deliveries under the contract of sale and may recover all losses resulting therefrom if the Customer:
fails to make a payment on the due date under any contract with the Company, or
enters into a composition with its creditors, or (being a company) has a receiver appointed or passes a resolution for winding up or if a Court shall order it to be wound up, or commits an available act of bankruptcy, or
is in breach of any of the items and conditions contained herein (notwithstanding that on a former occasion or occasions the Company has waived its rights).

LAW
These conditions of sale shall be construed in accordance with English Law.