The following are the terms and conditions ("Terms and Conditions") for the sale of products ("Products") by RANPLAN Components, Ltd. ("RANPLAN") to RANPLAN's customers ("Customer"). These Terms and Conditions shall apply to the exclusion of all other terms referred to in any purchase order, acknowledgment, confirmation or any other documentation issued by either party, unless agreed in writing and signed by an authorized officer of RANPLAN.

1. ORDERS. Orders will be initiated by Customer issuing a purchase order to RANPLAN. Orders must identify the Products, unit quantities, part numbers, descriptions, applicable prices and requested delivery dates. Orders are subject to RANPLAN's acceptance. RANPLAN reserves the right to limit quantities and to refuse to deal with any person.


2. PRICES. Orders are billed at the prices (in US dollars or Pound Sterling) in effect at the time of shipment. The catalogue reflects the latest pricing information available at the time of printing, which are subject to change without notice. Non-standard Products will be sold at the prices set out in the relevant quotation supplied by RANPLAN. If Customer does not purchase the quantity upon which quantity prices are based, Customer will pay the non-discounted price for the quantity actually purchased and/or a cancellation fee. Prices for any rescheduled deliveries may be increased by RANPLAN in the event of an increase in RANPLAN's prices or costs or causes beyond RANPLAN's reasonable control.
   
   Prices that do not include VAT excise and similar taxes that apply to Products, the Customer will pay at the applicable rate.


3. TERMS OF PAYMENT. If RANPLAN has not granted credit to Customer payment may be made by Bank Transfer, Credit/Debit card or Cheque. There is a £25.00 service charge on all returned cheques.
   
   If credit has been granted, payment is net 30 days from date of invoice. All payments must be made without set-off or deduction. Orders are subject to credit approval by RANPLAN, which may in its sole discretion at any time change the terms of Customer's credit or require advance payment or payment by official bank check. If RANPLAN reasonably believes that Customer's ability to make payments is impaired, RANPLAN may cancel any order or remaining balance thereof, and Customer will remain liable to pay RANPLAN for Products already shipped. Customer will submit such financial information as RANPLAN may reasonably require for determination of credit terms. Checks are accepted subject to collection and the date of collection will be deemed the date of payment. Any payment received from Customer may be applied by RANPLAN against any obligation owing by Customer to RANPLAN under this or any other contract, regardless of any statement appearing on or referring to such payment, without discharging Customer's liability for any additional amounts owing by Customer to RANPLAN. The acceptance by RANPLAN of such payment will not constitute a waiver of RANPLAN's right to pursue the collection of any remaining balance. If Customer fails to make payment when due, without prejudice to any other right or remedy, (i) overdue sums will bear interest to date of payment at the annual rate of 18% or such lower rate as may be the maximum permitted by law; and (ii) RANPLAN will be entitled to reimbursement for all costs of collection and attorneys' fees. Credit cards accepted are MasterCard, Visa, American Express and Discover.


4. DELIVERY AND TITLE.All shipments by RANPLAN are FOB point of shipment from RANPLAN's facility and the amount of all shipment charges shall be paid to RANPLAN by Customer in addition to the purchase price of the Products. Selection of the carrier and delivery route will be made by RANPLAN unless specifically designated by Customer. RANPLAN will aim to initiate shipment and deliver the Products as close as possible to Customer's requested delivery date(s). Customer acknowledges that shipment and delivery dates provided by RANPLAN are estimates only and that RANPLAN will not be liable for failure to achieve such dates. For the avoidance of doubt delivery of Products within 30 days of the requested delivery date shall constitute timely delivery. Delivery of a quantity within +/-10% of the quantity ordered will constitute full delivery. Delay in delivery of one installment will not entitle Customer to cancel any other installment(s).
   
   Delivery to a carrier will constitute delivery to Customer, and risk of loss of or damage to the Products will pass to Customer at this point. Title to the Products shall remain with RANPLAN until payment in full for the Products by Customer. Products invoiced and held by RANPLAN at Customer's request will be held at Customer's risk and expense.


5. CANCELLATIONS, RETURNS. Inspection and acceptance of the Products shall be the Customer’s responsibility. The Customer is deemed to have accepted the Products unless written notice of rejection is received by the Ranplan within ten (10) days after delivery of the Products. The Customer waives any right to revoke acceptance thereafter. The Customer shall report to the Ranplan any discrepancy in shipment quantity or damage within ten (10) days after delivery. No return of Products shall be accepted by the Ranplan without a Return Material Authorisation (“RMA”) Number, which may be issued by the Ranplan in its sole discretion. Returned Products must be in the original manufacturer’s shipping cartons complete with all packing materials. All Products for return shall be returned freight prepaid in the manner specified in the RMA. If returned Products are claimed to be defective, a complete description of the nature of the defect must be included with the returned Products. Products not eligible for return shall be returned to the Customer, freight collect. Customer may not cancel orders for non-standard Products. Non-standard Products include, without limitation, Products which are special orders, products which do not appear in the catalogue, products not customarily in stock, value-added products, products to be assembled from kit form, opened software, and products identified as otherwise non-cancellable and non-returnable ("NCNR").
   
   Customer is deemed to have accepted the Products unless written notice of rejection is received by RANPLAN within three days after delivery.
   
   Authorization to return Products must be obtained from RANPLAN, which authorization may be granted by RANPLAN in its sole discretion. If granted, RANPLAN will issue Customer a return material authorization ("RMA") number. No return of Products will be accepted without an RMA number. Returned Products must be in original shipping cartons and must be complete with all packing materials and in re-sellable condition. Return freight charges must be prepaid by Customer. RANPLAN will not be responsible for returned Products lost in transit. Product returned due to Customer error may be subject to a restocking fee. All items not eligible for return will be returned to Customer, transportation collect. Non-standard Products may not be returned. Unless prohibited by applicable law, all credits (including refunds) which are not used for at least 24 months will be subject to a monthly dormant account fee equal to the greater of £1.50 or 5% of the credit balance, not to exceed the amount of the credit.


6. LIMITED WARRANTY. Ranplan’s Limited Warranty The Ranplan warrants to the Customer that upon delivery to the Customer the Products purchased hereunder shall conform to the applicable manufacturer's specifications for such Products and that any value-added work performed by the Ranplan on such Products shall conform to applicable Customer's specifications relating to such work. The Ranplan makes no other warranties or conditions, whether express or implied, with respect to the Products. IN PARTICULAR ALL OTHER WARRANTIES, CONDITIONS OR TERMS RELATING TO SUITABILITY, FITNESS FOR PURPOSE, MERCHANTABILITY OR CONDITION OF THE PRODUCTS AND WHETHER EXPRESS OR IMPLIED BY STATUTE OR COMMON LAW OR OTHERWISE ARE EXCLUDED. With respect to Products which do not meet the applicable manufacturer's specifications and with respect to value-added work by the Ranplan which does not meet the applicable Customer's specifications, the Ranplan's liability is limited, at the Ranplan's election, to (1) refund of the Customer's purchase price for such Products (without interest), (2) repair of such Products, or (3) replacement of such Products; provided, however, that such Products must be returned to the Ranplan, along with acceptable evidence of purchase, within thirty (30) days from date of delivery. The Ranplan shall transfer to the Customer such warranties and indemnities that it receives from the manufacturer of the Products, including any warranties and indemnities concerning intellectual property rights provided that the manufacturer agrees to this transfer.


7. LIMITATION OF LIABILITIES. The Customer shall not in any event be entitled to, and the Ranplan shall not be liable for indirect, special, incidental or consequential damages of any nature including, without limitation, business interruption costs, removal and/or reinstallation costs, reprocurement costs, loss of profit or revenue, loss of data, promotional or manufacturing expenses, overhead, injury to reputation or loss of customers, even if the Ranplan has been advised of the possibility of such damages. The Customer's recovery from the Ranplan for any claim shall not exceed the Customer's purchase price for the product giving rise to such claim irrespective of the nature of the claim, whether in contract, tort, warranty, or otherwise. The Ranplan shall not be liable for and the Customer shall indemnify, defend and hold the Ranplan harmless from any claims based on the Ranplan’s compliance with the Customer’s designs, specifications or instructions, or modification of any products by parties other than the Ranplan, or use in combination with other products.
   
   CUSTOMER SHALL NOT BE ENTITLED TO, AND RANPLAN SHALL NOT BE LIABLE FOR, LOSS OF PROFIT, PROMOTIONAL OR MANUFACTURING EXPENSES, OVERHEADS, BUSINESS INTERRUPTION COSTS, LOSS OF DATA, REMOVAL OR REINSTALLATION COSTS, INJURY TO REPUTATION OR LOSS OF CUSTOMERS, PUNITIVE DAMAGES, IPR INFRINGEMENT, LOSS OF CONTRACTS OR ORDERS OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE. CUSTOMER'S RECOVERY FROM RANPLAN FOR ANY CLAIM SHALL NOT EXCEED THE PURCHASE PRICE PAID FOR THE AFFECTED PRODUCTS IRRESPECTIVE OF THE NATURE OF THE CLAIM WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE.


8. FORCE MAJEURE. The Ranplan shall not be liable for failure to fulfill its obligations herein or for delays in delivery due to causes beyond its reasonable control, including, but not limited to, acts of God, natural disasters, acts or omissions of other parties, acts or omissions of civil or military authority, Government priorities, changes in law, material shortages, fire, strikes, floods, epidemics, quarantine restrictions, riots, war, acts of terrorism, delays in transportation or inability to obtain labour or materials through its regular sources. The Ranplan’s time for performance of any such obligation shall be extended for the time period of such delay or the Ranplan may, at its option, cancel any order or remaining part thereof without liability by giving notice of such cancellation to the Customer.


9. PUBLISHED INFORMATION.RANPLAN makes every effort to ensure the accuracy of the information published in its catalogs. However, RANPLAN makes no representations about the information presented, which is provided "as-is" without warranty of any kind. Product specifications and availability are subject to change without prior notice.


10. LIMITATIONS OF USE. PRODUCTS SOLD BY RANPLAN ARE NOT RECOMMENDED OR AUTHORIZED FOR USE IN LIFE SUPPORT, SURGICAL IMPLANTATION, NUCLEAR OR AIRCRAFT APPLICATIONS OR FOR ANY USE OR APPLICATION IN WHICH THE FAILURE OF A SINGLE COMPONENT COULD CAUSE SUBSTANTIAL HARM TO PERSONS OR PROPERTY. Customer agrees that using or selling Products for use in such applications is done at its own risk, and agrees that RANPLAN and the manufacturer of the Products are not liable for any claim or damage arising from such use. Customer agrees to fully indemnify, defend and hold harmless RANPLAN and the manufacturer of the Products from and against any and all claims, damages, loss, cost, expense or liability arising out of or in connection with the use or performance of Products in such applications. Use of software will be subject to the terms of any accompanying end user license.


11. STATEMENTS AND ADVICE. If statements or advice (technical or otherwise, and whether or not provided by RANPLAN's technical support group) are offered or given to Customer, such statements or advice will be deemed to be given as an accommodation to Customer and without charge and RANPLAN will have no responsibilities or liabilities whatsoever for the content or use of such statements or advice.


12. FORCE MAJEURE. RANPLAN will not be liable for delays in delivery or for failure to perform its obligations due to causes beyond its reasonable control, including, but not limited to, product allocations, material shortages, labour disputes, transportation delays, unforeseen circumstances, acts of God, acts or omissions of other parties, acts or omissions of civil or military authorities, Government priorities, fire, strikes, floods, severe weather conditions, computer interruptions, terrorism, epidemics, quarantine restrictions, riots, or war. RANPLAN's time for delivery or performance will be extended by the period of such delay or RANPLAN may, at its option, cancel any order or remaining part thereof without liability by giving notice to Customer.


13. EXPORT CONTROLS. Products purchased are subject to export control laws, restrictions, regulations and orders of the UK. Customer agrees to comply with all applicable export laws, restrictions and regulations of the UK or foreign agencies or authorities, and shall not export, or transfer for the purpose of re-export, any product to any prohibited or embargoed country or to any denied, blocked, or designated person or entity as mentioned in any such uk or foreign law or regulation. Customer represents and warrants that it is not on the Denied Persons, Specially Designated Nationals or Debarred Persons List and is not otherwise prohibited by law from purchasing the products or services hereunder. Customer shall be responsible for obtaining any required license to export, re-export or import.


14. GENERAL. As used herein, terms appearing in the singular shall include the plural and terms appearing in the plural shall include the singular. No rights, duties, agreements or obligations hereunder may be assigned or transferred by either party, by operation of law, merger or otherwise, without the prior written consent of the other. Any attempted or purported assignment shall be void. Notwithstanding the foregoing, the Ranplan’s obligations under these Conditions may be performed by subsidiaries or associated companies of the Ranplan. The obligations, rights, terms and conditions hereof shall be binding on the parties hereto and their respective successors and assigns. The waiver of any provision hereof or of any breach or default hereunder shall not be deemed a waiver of any other provision hereof or breach or default hereunder. Any provision hereof which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction. These Terms and Conditions shall be governed by and construed in accordance with the laws of England and Wales and the parties hereto submit to the exclusive jurisdiction of the English Courts. The United Nations Convention for the International Sale of Goods shall not apply.


15. INTERNATIONAL ORDERS. All orders of international origin are exported from the U.K. in accordance with Export Administration Regulations. All taxes, duties, insurance, shipping charges, and other international charges and fees are the responsibility of the Customer. Minimum order is £50.00. Information including price quotations, handling, documentation and shipping can be obtained by writing:


RANPLAN Components Ltd.
1 Kensworth Gate, 200-204, High Street South, Dunstable, LU6 3HS United Kingdom.

Terms for payment on export orders are Pro-Forma or credit card. Cash orders in U.K. Pound will be accepted for immediate processing. Credit terms are available to qualified customers - inquire when placing order.