Terms and Conditions

General Standard Conditions of Sale of Universal Smart Cards Ltd.

Clause 1 – General

1.1 All purchases with Universal Smart Cards Limited (herein referred to as “Universal”) by its customers (herein referred to as “Customer”) will be governed by these General Standard Conditions of Sale unless otherwise agreed in writing.

1.2 In no event shall Customer's General Terms & Conditions of Sale be included in any contract, and the sending of the order by the Customer is deemed as acceptance of these Terms & Conditions.

Clause 2 - Quotes

2.1 All quotations to the Customer are valid for 30 days from the quotation date. The delivery time stated in a quotation is only an indication and starts on whichever of the following comes last:

• the date on which all the information, documents and other elements required to process the order are received,
• or the date of acknowledgement of receipt of the order.

2.2 Should the Customer wish to change the specification, then Universal reserves the right to re-quote.

Clause 3 – Confirmation Of Orders

3.1 On receipt of the Customer purchase order, an acknowledgement of receipt will be sent to the Customer by Universal specifying the date of delivery. The Customer purchase order, the acknowledgement of receipt and the General Conditions of Sale shall form the contract between Universal and the Customer. Any Customer order will not have been deemed accepted until an acknowledgement of receipt has been issued by Universal.

3.2 Cancellation of order: All purchase orders placed by the Customer shall be deemed firm and binding. If the Customer cancels an order before the scheduled date of delivery, it shall pay to Universal damages amounting to:

• 100% of the value of the order if the order is cancelled four weeks or less before the above date, or
• 50% of the value of the order, if the order is cancelled more than 4 weeks before the above date.

Universal reserves the right to cancel all or part of an order if the Customer does not comply with any of its obligations, in particular where payment or supply of information, documents and other elements required to process the order are concerned.

Clause 4 - Pricing

4.1 The prices agreed upon include value added value (VAT) applicable at the day of delivery.

4.2 The cost of Universal standard packaging is included in the price. Any specific packaging required by the Customer will be added at cost.

4.3 The prices quoted are not always representative of current prices, and Universal Smart Cards reserve the right to amend the prices if this is applicable at the time of order.

Clause 5 - Payment

5.1 Invoices shall be paid in full amount 30 days net to Universal after the issue date, subject to credit being approved.

5.2 Universal shall be entitled to charge interest that will accrue from day to day, at the rate of 4% per annum until outstanding invoices are paid in full. The interest will be calculated from the due date to the date of actual payment. In addition Universal will have the right to cancel delivery with the Customer on any outstanding orders, pursuant to the corresponding order or to any other order, until full payment with interest is received in full to Universal by the Customer.

Clause 6 – Reservation Of Ownership

Universal shall maintain ownership of all products, even if they have been delivered to the Customer, until the order has been fully paid for.

Clause 7 – Delivery

7.1 Any delivery times given by Universal are given in good faith and are an estimate only, and not a term of Contract between Universal and the Customer. Universal will not be liable for any delay or consequential loss however such delay may be caused.

7.2 Delivery is ex. works as is customary in the trade. Universal will deliver the goods by postage or courier; risk of loss and damage of the goods shall pass to the customer from when the goods are put in the post box or collected by the Courier.

7.3 Universal will ensure all goods delivered to or collected by the postal authorities or courier are in good condition but from that time Universal accepts no liability for damage to or loss or shortage of any goods throughout the course of delivery or for any loss or damage (including loss of profit and consequential loss) arising directly or indirectly there from.

Clause 8 – Warranty Period

8.1 The warranty period is six (6) months from date of delivery.

8.2 In case of evident defects, claims for incorrect or short delivery shall not be accepted unless reported to Universal in writing within two (2) weeks of arrival of goods at destination.

8.3 Universals' warranty is strictly limited to:

• the replacement of cards, or
• the refund of the Products' value to the Customer, provided that the goods are confirmed as defective by Universal, and being understood that Universal will replace defective cards only if the total accumulated failure rate exceeds 1% for each delivery batch during the Warranty Period.

8.4 Any defective goods must be returned to Universal with a report from the Customer detailing the alleged defect.

8.5 The warranty does not cover:

• Products which have been damaged by the Customer or which have been stored under abnormal conditions (mechanical, electrical, thermal).
• Products that is incorrectly adjusted or defective when this results from use in excessive operating conditions (sundry temperatures, voltage and supply limits).

Universal does not warrant that the Products will be resistant to all possible attacks and shall not incur any liability in this respect. Under no circumstances shall Universal be held liable for any third party actions and in particular in case of any successful attack against systems or equipments incorporating Universal products.

8.6 Universal disclaims any express warranty not provided herein and any implied warranty, whether by law, statutory or otherwise, guaranty or representation as to performance, quality and absence of hidden defects, implied warranties of merchantability and fitness for a particular purpose

Clause 9 – Quantity Acceptance

9.1 Upon delivery of the Products, the Buyer has the possibility to proceed to Acceptance Test previously agreed upon between the Buyer and Univeral.

If after having tested the Products supplied, one batch does not pass in all or in part the Acceptance Tests, the Buyer shall inform Univeral by registered letter with acknowledgement of receipt to be sent no later than 15 days after the Buyer has received the Products. Minor defects not affecting the operational use of the Products shall not give rise to rejection of the Products concerned. Once this 15 day period has expired, if no claim is received by Universal, all Products shall be deemed to have been definitively accepted.

Should the rejected Products prove to have failed the Acceptance Tests, Universal shall replace such rejected Products free of charge and within a reasonable time.

9.2 Universal reserves the right to consider an order settled if the maximum positive or negative variation is 10% of the quantity of Cards of the order. Universal shall only invoice the Customer for the actual quantity supplied.

Clause 10 - Printing

10.1 Universal shall bear no liability for any loss or damage to materials and documents belonging to the Customer that are submitted to Universal, especially backing materials, photos and films.

10.2 The Customer's instructions to print cards shall be received by Universal within 30 days of Universal proof being submitted, otherwise, an invoice will be issued by Universal covering all artwork and proofing charges accrued.

10.3 When an order involving the reproduction of a material which is protected under the intellectual and industrial property laws is placed, the Customer must confirm that he holds a free reproduction right. Subsequently, the Customer must indemnify Universal against all claims concerning this reproduction right.

Clause 11 - Proofs

11.1 Each of the card proofs once signed by the Customer and without any further formalities, shall formally release Universal from any liabilities for the work carried out prior to the said signature. In case the card proof does not comply with the artwork and instructions of the Customer, Universal shall proceed to the required corrections

11.2 Every effort will be made by Universal to match the Buyer's specific colours. However, as the base material used is a non-absorbent plastic that is subject to a lamination process, some slight colour variation may result. Such variation shall not be treated as non-compliance and no correction shall be made.

Clause 12 – Confidentiality

The customer undertakes not to disclose or copy to any third party any documents or data made available by Universal, related to but not limited to the products.

Clause 13 - Force Majeure

Universal shall not be considered as liable for late delivery or failure in the performance of its obligations, for reasons beyond its control such as but not limited to act of God, act of government, fire, flood, earthquake, war, strikes and lock outs, inability to obtain raw materials, any unpredictable manufacturing problem and any other unforeseeable and/or unavoidable event.

Universal shall send to the Buyer written notice stating the delay and cause thereof, within 15 days as from the date of the occurrence of the force majeure event.

Clause 14 – Disputes

This order and any subsequent order shall be governed by and interpreted in accordance with the laws of England and Wales, to the exclusion of its conflict of laws provisions and to the exclusion of the Vienna Convention on the International Sale of Goods dated 11th April, 1980. Any dispute arising out of or related to this order or any subsequent order, which cannot be settled amicably within 30 days, will be submitted to the exclusive jurisdiction of the Courts of London, England.

Clause 15 – Infringement

15.1 Universal shall defend at its own expenses any action brought against the Buyer or at its option settle any claim, to the extent that it is based on a claim that a Universal Product constitutes an infringement of a third party's right provided that the Buyer: notifies Universal promptly if any infringement is alleged, and makes no admission without Universal's written consent, and assists Universal to conduct all negotiations and litigation, if requested by Universal.

In the event that any Product is held by a final court decision to constitute an actual infringement, Universal shall at its own costs and at its sole option, either obtain the right to the Buyer to continue using the Product or to replace or modify the Product so that it becomes non-infringement.

15.2 If any event should none of the above solutions be possible to implement, the Parties agree that Universal will reimburse the Buyer of the sums paid by the Buyer to Universal for the Product at the date of the court decision referred to above, in full satisfaction of Universal's liability.

15.3 However Universal shall have no liability to the Buyer with respect to any claim of the above infringement (a) which is solely based upon the use of the Product not in accordance with the methods of application and/or instructions provided by Universal; or (b) which results from the compliance by Universal with, or the use by the Buyer or, any element, specifications methods imposed or requested by the Buyer; or (c) which results from the combination of the Product or any part of it (including but not limited to the software, any circuit, system or device) with any element whatsoever not supplied by Universal.

15.3 This section sets forth Universal's entire liability with respect to any and all claims of misappropriation and infringement of third party's intellectual property rights.

Clause 16 – Limitation Of Liability

The aggregate liability for direct damages that Universal may cause to the Buyer under this order shall not exceed the total order price actually paid by the Buyer to Universal, (provided that Universal shall never be held liable for indirect, incidental, special, consequential or punitive damages, such as, with no limitation, loss of revenue, loss of opportunity, loss of profit, business disruption, loss of use of data, deprivation of enjoyment or other economic loss), whether in contract, in tort, or otherwise, even if Universal has been advised of the possibility of such damage. This limitation of liability shall not apply to death or personal injury resulting from negligence.