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Enigma Electronics

Enigma Ltd Page 1 of 5

Terms and conditions

Reissued 1/4/2012
Change: Add ISO 9001 Registration References.

The Company reserves the right to decline to trade with any company or person or to impose reasonable conditions prior to accepting any order (such as, by way of example, the provision of a valid landline phone number or the prior receipt of cleared funds by the Company) where the Company considers it reasonably necessary for security or fraud prevention purposes.
To avoid duplication, written confirmation of telephone orders must be clearly marked 'Confirmation only'. The Company will not accept liability for orders not so marked and duplicate orders will be charged accordingly.
Once accepted, no order may be cancelled without the prior written agreement of a director of the Company.
Orders placed for goods that are bespoke, contain bespoke firmware or are not stock items are non-cancellable under any circumstances.
Orders for Goods are accepted by the Company unless refused on order placement by email or letter.
Agreed call off of orders may be varied on request in writing at the company’s discretion, but will incur a holding charge if more than 50% of the call off period is exceeded.
All orders must be called off in their entirety within 12 months of the order being made available.
Lead times from point of order are six working weeks unless stated otherwise on acceptance of order; this period may be greater for custom and bespoke orders.
Advance call off within this lead time if possible will be subject to a price uplift dependent upon supply and manufacture costs.
The Company reserves the right to increase or re-classify these charges at any time, including in the event that its costs of delivery or components increase.
Any bespoke item, component, or system, which has not been manufactured for a period of more than two years will be deemed obsolete. Should manufacture recommence after this period, set-up charges and where appropriate redesign due to unavailability of components will be charged for at the appropriate rate. Stencils, jigs and project specific test equipment will not be held beyond this two year period and will be disposed of.


Enigma Ltd Page 2 of 5

Terms and conditions

Reissued 1/4/2012
Change: Add ISO 9001 Registration References.

No order can be cancelled or accepted for credit without the prior written agreement of the Company. If cancellation/credit is accepted by the Company, the Customer must obtain a returns authorisation number from the Company prior to returning the Goods. Goods must then be returned, at the Customer's risk and expense, for receipt by the Company within 7 days of their delivery by the Company and must be physically undamaged. Collection from the customers premises may be available for bespoke goods.
Certain Goods are excluded from this right of return, including software, manuals which have been opened and specially constructed items. Goods returned after 7 days as 'unwanted' or 'incorrectly ordered' may be accepted at the discretion of the Company but will be subject to a restocking fee of 60% of the invoice value of the Goods. Goods that consist of software, firmware, are specially constructed or contain any of the hazardous substances referred to in the Directive 2002/95/EC on the Restriction of the Use of Certain Hazardous Substances in Electrical or Electronic Equipment may not be returned under this Condition.
Any Goods which are bespoke or are non-stock items may not be returned under this Condition.
Any static-sensitive Goods supplied in sealed packaging may not be returned if the blister or 'peel' packs in which they are supplied have been opened, tampered with or damaged. Goods delivered by our own vehicles are packed only for delivery in light packaging. If the goods are to be transported further the purchaser must ensure that the goods are packed suitably for the transport method chosen.

Product Samples
Samples of any product, existing or comissioned may not be used under any circumstances to obtain quotes,product manufacture or further samples from any other supplier than Enigma Ltd. Any such supplied product for the purposes of assessing suitability for functionality or construction used in such manner is expressly forbidden under copyright and or patent law. Unless express permission in writing from a director of Enigma Ltd is obtained, this action will be considered a breech of copyright and additionally that of the design rights and intellectual property of the item/s thus supplied. Both the commissioning party and the manufacturer/construction agent will be held equally liable for any infringement and any subsequent damages claimed.

Quality assurance
All equipment, sub-assemblies or printed circuit boards have been processed in strict accordance with standard quality procedures approved to BS EN ISO 9001, unless indicated otherwise on the despatch documentation. Printed circuit assemblies must be fitted in accordance with regard to electrostatic best working practices and within a workshop environment unless the product is specifically designed for field service and/or programming.


Enigma Ltd Page 3 of 5

Terms and conditions

Reissued 1/4/2012
Change: Add ISO 9001 Registration References.

Performance and fitness for purpose
Unless any performance figures, tolerances or characteristics have been specifically and expressly warranted by a director of the Company in writing, the Company accepts no liability for any failure of the Supplies to comply with such criteria, whether attributable to the Company's negligence or otherwise.
The responsibility for ensuring that Supplies are sufficient and suitable for a particular purpose is the Customer's, unless specifically stated in writing by a director of the Company. Any advice or recommendation given by an employee of the Company which is not confirmed in writing by a director of the Company is acted on entirely at the Customer's risk and the Company shall not be liable for any such advice or recommendation which is not so confirmed.
The liability of the Company to the Customer, should any warranty, statement, advice or recommendation confirmed in accordance with this Condition prove to be incorrect, inaccurate or misleading, will be limited to the refund of the price paid for the Supplies or, at the Company's option, the supply of replacement Supplies which are sufficient and suitable.


Enigma Ltd Page 4 of 5

Terms and conditions

Reissued 1/4/2012
Change: Add ISO 9001 Registration References.

(i) The Company does not exclude its liability to the Customer:
. For breach of the Company's obligations under section 12 Sale of Goods Act 1979 or section 2 Sale and Supply of Goods and Services Act 1982;
. For personal injury or death arising as a result of the Company's negligence;
. Under section 2(3) Consumer Protection Act 1987;
. For breach of the statutory implied conditions in sections 13,14 and 15 of the Sale of Goods Act 1979 where the Customer deals as a 'consumer' as defined in the Unfair Contract Terms Act 1997;
. For any matter which it would be illegal for the Company to exclude or to attempt to exclude its liability; or
. For fraud, including fraudulent misrepresentation
And nothing in these Conditions shall affect the statutory rights of a Customer who deals as a consumer as defined in the Unfair Contracts Terms Act 1997 (ii) Except as provided in Conditions 8 (inspection, defects on delivery and nondelivery),(performance and fitness for purpose), (Warranty and Guarantee),the Company will be under no liability to the Customer whatsoever (whether in contract, tort, (including negligence), breach of statutory duty, restitution or otherwise) for any injury, death, damage or direct or indirect or consequential loss (all of which terms include, without limitation, pure economic loss, loss of profits, loss of business, loss of use, loss of data, computer downtime, depletion of goodwill, business interruption, increased purchasing or manufacturing costs, loss of opportunity, loss of contracts and like loss) howsoever caused or arising out of or in connection with:
. Any of the Supplies, or the manufacture, sale, performance or supply or failure or delay in performance or supply of the Supplies by the Company or on part of the Company's employees, agents or sub-contractor. Any breach by the Company of any of the express or implied terms of the Contract;
. Any use made or resale or on-supply of any of the Supplies or any product incorporating any of the Goods or developed using the Supplies;
. Any acts or omissions of the Company at the Customer's premises;
. Any statement made or not made or advice given or not given by or on behalf of the Company; or
. Otherwise under the Contract
And the Company hereby excludes to the fullest extent permissible at law all conditions, warranties and stipulations, express (other than those set out in these Conditions or implied, statutory, customary or otherwise which but for such exclusion, would or might subsist in favour of the Customer.


Enigma Ltd Page 5 of 5

Terms and conditions

Reissued 1/4/2012
Change: Add ISO 9001 Registration References.


The Company's total liability in contract, tort, (including negligence), breach of statutory duty, misrepresentation or otherwise shall be limited to repairing or replacing supplied Goods and to the value of the supplied goods only. In the case of Services, re-performing the Services or, at the Company's option, refunding monies already paid in respect of the Supplies.


All invoiced charges are payable within 30 days of the invoice date. All amounts referred to in this agreement are exclusive of VAT, which will be charged at the appropriate rate on the relevant Tax Point date. The Customer shall be liable for all costs incurred in recovering overdue debts and interest at a rate equivalent to 5% above the Finance House Base Rate calculated from the date payment was due to the date payment is received. The company reserves the right to apply a limit to the amount of credit allowed to any one company, the amount of payment allowed to be overdue and to cease to supply until the outstanding amount is reduced. Work in progress will not restart until payment is received and lead times will then apply until commencement of deliveries.


Products may be ordered on a call off basis in bulk to reduce costs and eliminate lead times

The following conditins apply to a call off order:

Sufficent lead time must be agreed on order placement and price must be confirmed by email

A final call off date for the order must be included with the order. If not present a term of 18 months maximum for full delivery will assumed and apply

A minimum call off quantity applies per month, there must be at least a 10% call off in two calender months for our acceptance of a call off order.

Enigma Ltd reserve the right to ship the remaining items on a call off order should call off become static.

Email and Correspondence

All email communication and but not limited to written or otherwise communication are confidential and subject to the current revision of the data protection act. They are intended solely for the use of the individual/s to whom they are specifically addressed. Any use, dissemination, forwarding, printing or copying of any correspondence, other than orders and design proposals to any person or data storage/retrieval system,IMAP electronic or in any other media form, are strictly prohibited.