Terms and Conditions

1. We accept no responsibility of payment for goods unless supplied against our signed Official Order.

2. All goods must conform to BS EN ISO 9001 specification or in absence of specification or sample all goods or materials must be the best of their respective kinds and subject to our approval
and must be of first class workmanship.

3. This order is given on the condition that reasonable access is given to us or our Customers representative to your premises engaged in the supply and or manufacture of the goods to establish
general acceptance of your procedures and processes. Such verification will not in-itself relieve you of the primary responsibility for quality of supply.

4. This order is given on condition that you will indemnify us against all claims and costs which we may incur or claims by 3rd parties against us howsoever arising whether under any statute or in
common law in respect of (a) personal injury to or disease of any of your employees or the employees of your contractors or any 3rd party or (b) damage to the property of yourselves or any 3rd
party.

5. Unless otherwise arranged or quoted, all goods are bought on Delivered Terms and must be consigned "Carriage Paid". For the purpose of this condition "Carriage Paid" shall mean carriage
paid to our works or specified point of delivery.

6. All goods must be delivered at a time specified, if you cannot deliver by the specified date, please state on order acknowledgment when you can deliver.

7. In cases of late delivery, unless a new delivery date has been negotiated and confirmed, we reserve the right to cancel the order without compensation and to seek reimbursement for any
additional costs which we may become involved in this connection, including costs arising from claims by 3rd parties against us.

8. In case of early delivery, unless agreed in writing ITL reserves the right to reject goods not due without compensation with any associated / storage charges being passed to the supplier.

9. Any extraordinary transport charges incurred in order to shorten delivery shall where the supplier is responsible for such delay shall be payable by the supplier.

10. Packages, containers and the like will not be paid for but if return is desired will be returned but only those of such value and character as it is customary to treat on a "Pay or Return" basis will
be returned carriage paid.

11. Any provisions by suppliers inconsistent with the foregoing conditions and contained in any quotation or in any acknowledgement of this order or otherwise shall be held as null and of no
effect, unless agreed in writing and signed on behalf of Instrument Transformers Limited.

INSTRUCTIONS TO SUPPLIERS
1. This purchase order must be acknowledged via email to stores @ itl-uk.com within 48 hours from date of Purchase Order issue by Instrument Transformers Limited.

2. ITL Purchase Order number, item number, Quantity & Unit Price must be clearly shown on all Advice Invoices and Correspondence related to this order.

3. Advice Notes must contain as a minimum ITL Purchase Order, ITL Part Number & Quantity and be sent in respect of all deliveries reaching us no later than the time of such deliveries; this
enables us to notify you in accordance with Carriers Conditions of Carriage in the event of non-delivery.

4. All packaging must be correctly identified with ITL Purchase Order, ITL Part Number & Quantity as a minimum.

5. Invoices must be sent preferably via email to accounts @ itl-uk.com and reach us not later than the end of the first month after delivery.

Copyright Instrument Transformers 04/2013

1. General:

The acceptance of our Tender, Acknowledgement of Order or Supplies made, include the acceptance, that the Sellers Terms & Conditions take precedence, in which the Seller means Instrument Transformers Limited.

2. Prices:

a) All price lists, quotations, estimates and delivery dates may be subject to alteration without notice.

b) Where a despatch date is greater than 60 days from date of order the Seller reserves the right to amend sale(s) price(s) in accordance with prevailing international commodity markets for oil, copper & electrical steel or major currency fluctuation against GBP.

3. Payment:

a) Unless otherwise expressly agreed in writing, payment is due within 30 days nett.

b) Failure to ensure payment is received within agreed terms shall constitute a breach of contract and the Sellers may treat the whole contract as repudiated and act accordingly, or they may, before any further delivery against any order, require payment thereof and for all other accounts then due. Place of payment is at the Sellers Registered Office or if electronically at the Seller’s bank account with RBS in Glasgow, Scotland.

c) Payment for all goods supplied by ITL must be made within the agreed credit period. If payments are delayed without due or valid cause (which cause must be raised within 14 days of receipt of goods) then ITL reserves the right to apply a late payment penalty of 5% per month on the value of each invoice not settled within the agreed terms from the date that payment was due until the date that the original debt plus penalty is paid to ITL.

d) If consignment shipment is not executed for more than 30 days after the advised despatch date because of the Buyers delay. The Seller may without further notice, invoice the consignment.

4. Pro-forma:

Material procurement and manufacture will not commence until full payment of the invoice(s) are received, with lead time commencing from the date of confirmed payment receipt from our bank.

5. Despatch:

a) Any time quoted for despatch or delivery will commence from receipt of an order from a buyer to proceed and along with all necessary information & drawings to enable Seller to put work in hand.

b) Despatch dates given with quotation are indicative only and based on capacity at the time of quotation and may be subject to change due to capacity, holidays, or other factors at the time of order.

c) The time named for despatch shall be adhered to as closely as possible, but no responsibility is accepted by the Sellers for unforeseen delays. In the event of strikes, lockouts or combination of work person disputes, stoppage of work, non-delivery or delay of supplies of materials, or any other circumstances not within the control of the Sellers, causing any delay, in the manufacture, transport or delivery. Sellers may suspend delivery of goods contracted for but on the resumption of work the rate of delivery shall be the same as that provided for by contract and the period of despatch shall be extended appropriately.

d) HOME MARKET:

Prices quoted are ex. factory. Carriage charged as extra

e) EXPORT MARKET:

Unless otherwise stated prices are ex. factory. F.O.B and Freight will be charged extra.

6. Liquidated Damages:

Buyers’ consequential loss / liquidated damages are specifically excluded from these terms and conditions.

7. Order Hold or Cancellation:

The seller reserves the right to apply charges for:

a) Holding of completed goods beyond the agreed despatch date at 1% of the contract value per week up to a maximum of 10%

b) 100% of Materials & Work Undertaken from the formal notification of order hold or cancellation.

c) 100% Sales Value of completed goods but not yet despatched.

8. Confirmation:

All quotations made and all orders and contracts accepted by travellers or agents of Sellers are subject to confirmation by Sellers Head Office.

9. Defective Goods:

Seller’s liability under this Clause shall be in lieu of any warranty or condition (whether express or implied by law) as the description, quality or fitness for any particular purpose of the goods and save as provided in this Clause. Sellers shall not be under any liability, whether in contract, tort or otherwise, in respect of defects in goods delivered or for any injury, damage or loss resulting from such defects or from any work done in connection therewith.

9A. ITL eShop Returns / Refund:

If the Purchaser receives Goods which do not match those ordered, in the first instance should contact Instrument Transformers Limited (ITL) within 10 working days by email marketing@itl-uk.com or via telephone on +44 1355 236 057 (9am-3pm UK Time, Monday-Friday).

Any returned goods are to be accompanied by an explanatory note detailing the reason for return.

Instrument Transformers Limited (ITL) is not responsible for paying shipment costs. Goods must be returned in their original condition with all packaging and documentation. Upon receipt of the returned Goods and subject to ITL acceptance as to the reason for return, the price of the Goods, as paid, will be refunded through the payment method used when the Goods were purchased within 10 working days.

10. Delivery & Forwarding:

Non-delivery of goods must be reported within 2 weeks from receipt of Sellers invoice and any damage or deficiencies must be notified to Sellers in writing within 7 days from receipt of goods.

11. Variations:

In the event of variation or suspension of the work by Buyers instructions, Sellers' reserve the right to adjust the contract price to cover such disruptions.

12. Packing:

Unless otherwise stated by Sellers, packing according to Sellers standard practice is included in the price.

13. Storage:

If Sellers do not receive forwarding instructions sufficient to enable them to despatch the goods within 14 days after the agreed despatch date, Buyers shall take delivery or arrange storage. If Buyers do not take delivery or arrange for storage, the Sellers will be entitled to arrange storage either at the Sellers' works or elsewhere on the Buyers' behalf and all charges for Storage, Insurance and/or Demurrage, shall be payable by the buyer.

14. Bankruptcy:

In the event Buyers commit an act of bankruptcy or being a company commit an act in respect of which a petition for a winding-up order may be presented or if a petition for voluntary winding up is brought against the Buyers, Sellers may forthwith by giving notice to Buyers in writing suspend performance of the contract unless Sellers receive a guarantee acceptable to them for the due and faithful performance of the contract by Buyers or by any person in whom the contract may become vested Sellers may terminate the contract. In either case Sellers will be entitled to the amount of any loss, damage or expense Sellers suffer as a result of the aforementioned event.

15. Retention of Title:

a) The risk in the Goods shall pass to the Purchaser at the point of delivery.

b) The ownership of the goods shall remain with the Seller until such time as all sums owing to the Seller under this Contract have been paid.

16. Force Majeure

Instrument Transformers Limited including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lockouts,

strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in

excess of 120 days, the Buyer shall be entitled to give notice in writing to Instrument Transformers Limited to terminate the Contract. All or any costs incurred by Instrument Transformers Limited (ITL) and/or our Original Equipment Manufacturer (OEM) partners to the date of cancellation would be payable by the customer.

17. Arbitration

a) Should any dispute or difference arise between the Purchaser and Seller in connection with or arising out of the Contract, the Purchaser and Seller shall endeavour to settle them in an amicable manner.

b) Any dispute which cannot be settled by mutual agreement shall be finally solved under the arbitration proceedings under United Kingdom Law, carried out by an agreed impartial third-party specialist in the United Kingdom.

c) Any award made pursuant to the said Arbitration shall be final and binding upon both parties.

Copyright Instrument Transformers Limited 02/2022