Where Analyte is acting as agent, please refer to the agency contract.

Otherwise, subject to any specific contract between Analyte Ltd. and the Client, Terms and Conditions are as follows:

Terms and Conditions of Sale
The only terms and conditions of contract between Analyte Limited and the Client shall be those set out below unless other terms are expressly accepted in writing by an authorised employee of the Analyte Limited.

Prices
Quotations and offers are open for acceptance within 90 days only from date thereof, and are subject to Analyte Limited's written confirmation of such acceptance. The right is reserved to withdraw any quotation or offer either verbally or in writing and no liability whatsoever shall be incurred by such withdrawal.

Modifications
No modifications in the work or goods or services to be supplied shall be made except by agreement in writing between Analyte Limited and the Client, but Analyte Limited will use all reasonable endeavours to negotiate with the Client any such variations which may be requested by the Client.

Analyte Limited reserves the right to amend any design or incorporate any modifications or improvements in the work which may be found necessary. In the event of variation or suspension of work by the Client's instructions or lack of instructions, the contract price shall be adjusted accordingly.

Performance and Liability
Analyte Limited shall not be liable for any delay or failure in the performance of its obligations under the Contract where such delay or failure arises from any cause not within Analyte Limited's control including, without limitation, any act of God, war, strikes, riots, lock-outs, labour disputes, fire, flood, tempests, delays in delivery of materials and action by any Government. In the event of any delay in performance arising from any such cause, the period for delivery and/or performance under the Contract shall be extended accordingly.

Drawings and Sketches
All drawings, specifications, particulars of weights and dimensions and estimated performance, whether provided by Analyte Limited to the Client prior to, on or after the date of the Contract, are approximate only and Analyte Limited does not warrant that the equipment actually delivered will correspond exactly to such drawings, specifications or particulars of estimated performance.

Analyte Limited does not warrant that the goods or services or any use thereof does not or will not constitute an infringement of any patent or other industrial property right of any third party and no warranty, condition or representation shall be implied, it being accepted that this is the responsibility of the Client.

Analyte Limited shall not in any circumstances, notwithstanding anything to the contrary contained in the Contract, be under any liability for any direct, indirect or consequential loss or damage, howsoever caused (other than death or personal injury resulting from Analyte Limited's negligence) suffered by the Client as a result of anything done or omitted by Analyte Limited in connection with the Contract.

The Client shall indemnify Analyte Limited against any liability, other than for death or personal injury, which Analyte Limited may be under to any third party as a result of the use of the Goods or services by the Client or anyone acquiring rights to use a report produced as a result of the use of the Goods or services by the Client.

Terms of Payment
Unless otherwise agreed in writing, the terms of payment are as follows:

(1) For all sales in the United Kingdom payment of the full price (including any VAT) and any additional transport, insurance, packaging and/or additional costs must be made within 30 days of the invoice date. Thereafter the Seller shall be entitled to recover interest on any unpaid amounts at 2%above the Base Rate of National Westminster Bank plc ruling at the date the purchase price is due, or at such rate as specified by The Late Payment of Commercial Debts (Interest) Act 1998 if higher.
(2) For any sale outside the United Kingdom the Purchaser shall, unless other arrangements are agreed by the Seller in writing, establish an irrevocable letter of
credit confirmed by a London Bank acceptable to the Seller covering the purchase price and all shipping, transport, insurance and other additional costs or charges.
(3) The Seller shall be entitled to increase the price to recover any additional costs arising from variation or delay in delivery occasioned by the Purchaser’s instructions. The provisions of (1) and (2) above shall apply to such additional costs.

Cancellation and Insolvency
Analyte Limited shall have the right to suspend or terminate the Contract, or any unfulfilled part of the Contract, and to cancel any outstanding delivery and to stop any goods or services in transit and, notwithstanding anything to the contrary contained in the Contract, payment in respect of any delivery made shall be immediately due if the client:

• Commits any breach of the Contract which is incapable of remedy, or
• Fails to remedy a breach of the Contract which is capable of remedy within fourteen days after receiving notice of breach, or
• Commits an act of bankruptcy, has a petition for winding up presented which is not discharged within fourteen days (otherwise than a members' voluntary winding up for the purpose of amalgamation or reconstruction), enters into any arrangement or composition with its creditors or takes or suffers any similar action in consequence of debt.

The Client shall not cancel an order which has been accepted by Analyte Limited without the written agreement of Analyte Limited's authorised representative and, if such agreement is given, the Client shall pay toAnalyte Limited such a sum as it shall consider reasonable in respect of work done and materials supplied or ordered.

Delivery
Delivery shall mean 'delivery ex works', all packing, insurance, carriage taxes and duties shall be for the Client's account except where it is specifically stated that the price quoted in the Contract already includes these items.

Analyte Limited shall make every endeavour to adhere to its delivery schedule. Such schedule is not however guaranteed or to be deemed to be of the essence of the Contract and Analyte Limited shall in no case be liable for any delay in delivery or any losses resulting directly or indirectly therefrom howsoever caused and any delay in delivery shall not be sufficient cause for cancellation by the Client.

Where no date has been specified for delivery of any goods or services to the Client, the Client shall give Analyte Limited all necessary instructions and authorities and generally make all necessary arrangements so that delivery may take place within fourteen days after it has notified the Client that the goods or services are ready for delivery.

Transfer of Risk and Insurance
Without regard to which party arranges or pays for insurance, the risk in the goods or services shall pass as follows:

Where goods or services are to be delivered by Analyte Limited or its carrier to an address in the United Kingdom designated for delivery by the Client, the risk will pass when the goods or services have been so delivered.

For shipments to destinations outside of the United Kingdom, once the goods or services have been delivered free on board a ship or aircraft.

Claims
All claims for non-delivery of the whole or part of the goods or services shall be submitted in writing to Analyte Limited within fourteen days of receipt of an invoice or advice note concerning such goods or services. In the absence of any such claim, the Client shall be deemed to have accepted the goods or services.

Passing of Property
Title to the goods or services shall remain with Analyte Limited until full payment for these and other payments due have been received by Analyte Limited.

If payment of the total price or other sums is not made on the date, Analyte Limited shall have the right, with or without prior notice, at any time to retake possession of the whole or any part of the goods (and for that purpose to go upon any premises occupied by the Client) without prejudice to any other remedies.

Lien
In addition to any right of lien to which Analyte Limited may be law by entitled, Analyte Limited shall have a general lien on all goods of the Client in its possession (although such goods or some of them may have been paid for) for the unpaid price of any other goods sold and delivered to the Client by Analyte Limited under the same or any other Contract.

Intellectual Property
Analyte Limited shall retain the exclusive property and reserve the copyright in all documents supplied or produced to the Client in connection with any Contract or Tender and it shall be a condition of such supply or production that the contents of such documents and any part thereof shall not be communicated either directly or indirectly to any other person, firm or company without Analyte Limited's prior written consent. Furthermore, the rights to all designs and techniques embodied within the goods or services, whether or not represented in drawings, shall remain permanently with Analyte Limited. Any invention, discovery or improvement, whether patentable or not, made by Analyte Limited, its servants or agents, in connection with the Contract, shall belong wholly and exclusively to Analyte Limited.

Installation
Analyte Limited shall not provide the services of an engineer to install, assist or train the Client in the use of the Goods or services supplied under the Contract unless specifically mentioned in the terms of the contract. If, under the terms of the contract, installation is to be provided by Analyte Limited in the form of an engineer or engineers then the Client shall, without charge to Analyte Limited, make available to Analyte Limited such personnel and tools as may be necessary for the purpose. In such cases the travel and labour for Analyte Limited's engineer will be provided free of charge but accommodation and subsistence is chargeable at cost.

Warranty
For a period of six months from the date of delivery, unless stated otherwise in the contract Analyte Limited shall, if requested by the Client, repair or replace free of charge for labour and materials any defective components in goods or services designated by Analyte Limited. The defective components should be returned to the premises of Analyte Limited, carriage and insurance paid. Analyte Limited shall pass on to the Client the benefits of any maintenance agreement or warranty given by the original supplier of equipment purchased by Analyte Limited for inclusion in the goods or services, to the extent that such benefits are transferable. Analyte Limited assumes no liability for maintenance of such equipment. Analyte Limited assumes no further or other liability for maintenance beyond that contained in this paragraph.

Confidentiality
Both during and after termination of the Contract, Analyte Limited and the Client shall treat secret ideas or information, which are disclosed by the other party, as confidential and shall use their reasonable endeavours to ensure that their respective employees shall treat the same as confidential.

The Client shall not use Analyte Limited's name for advertising or promotional purposes, nor shall Analyte Limited's reports be disclosed in whole or part outside the Client's organisation, without Analyte Limited's prior written approval.

Restriction
The Client shall not, prior to the completion of the work or within one year thereafter or within one year of the earlier termination of the Contract (as the case may be), enter into or offer to enter into an agreement or arrangement, whether written or oral, with any person who shall have been engaged on the work as an employee of Analyte Limited, whereunder such person would carry out on the Client's behalf any work being similar to or arising out of the work or any part of it.

Changes in Terms and Conditions
These conditions shall apply notwithstanding anything contained in any conditions of the Client. This applies even if a waiver relating to Analyte Limited's conditions is contained in the Client's conditions unless Analyte Limited's written consent has been obtained to such waiver.

These terms and conditions of the Contract may not be altered except by written agreement between Analyte Limited and the Client.

Contract Acceptance
The Contract between Analyte Limited and the Client shall not exist until the Client confirms his acceptance of the offer in writing, by letter, fax or purchase order.

Governing Law
The Contract shall be governed by and construed in accordance with the laws of England and all parties accept the non-exclusive jurisdiction of the Courts of England.

Terms and Conditions of Order
Exclusion of Conditions of supplier
These terms and conditions shall apply to this order and where there is any difference between these conditions and those stated by the supplier in any quotation or acknowledgement of this order, these terms shall prevail.

Acceptance
Delivery of the goods specified in this order shall be acceptance of these conditions.

Price
The price for the goods shall be that specified in the quotation given by the supplier. No increase in that price shall apply unless it has been agreed in writing by us.

Terms of payment
Payment shall be made at the end of the month following the month of delivery of a valid invoice by the supplier claiming payment for the goods. Invoices will be invalid if they are dated or despatched before the goods have been received and accepted.

Delivery
The goods shall be delivered at the expense and risk of the supplier. All goods shall be properly packaged in accordance with the packaging specifications (if any) or if no specification is given, shall be packaged so as to protect the goods from damage. An advice note shall accompany each delivery. The advice note shall clearly identify the delivery with this order. The supplier shall replace, free of charge, goods that are damaged or lost in transit.

Time
The time for delivery is of the essence for this order. In the event that any delay in delivery is anticipated by the supplier, the supplier shall notify us at the earliest possible time. In the event of delay we may, without prejudice to any other remedies available to us:

Cancel the order in whole or in part without the penalty or liability of any kind.

Require the supplier to compensate us for the losses we may suffer.

Title
The supplier warrants that it has, or will have prior to delivery, title to the goods free from all claims, liens and encumbrances and that title to the goods shall pass to us on delivery.

Rejection/Acceptance
Without prejudice to any right that may be given to us by statute, we shall have the right exerciseable at our discretion to reject either at the time of delivery or within a reasonable time thereafter the whole or any part of any delivery which:

• Is not in accordance with the specification or the sample upon which the order was based, or
• Is late in delivery

Goods shall not be deemed to have been accepted by us where the advice of delivery is endorsed `unexamined' or with words having like meaning. Goods rejected shall be returned to the supplier at the supplier's expense and risk.

Warranty
In addition to all other rights given to us by statute or otherwise, the supplier warrants:

That the goods are free from any defect or damage and comply with all relevant statutory and other regulatory requirements.

That the supplier will repair or replace at the expense of the supplier any defect in any goods reported within a period of 1 years from the date of delivery. `Defect' includes any failures to comply with the specification of the goods ordered, where no specification is given, any faulty design, faulty materials or workmanship and where we have ordered the goods, any unfitness for that purpose.

We agree that the warranty hereby given shall not apply if the defect or failure in the goods is caused or contributed to by any action by us or any one acting for us with our authority.

Liability for injury or damage
The supplier will indemnify and keep us indemnified in respect of any loss, cost, expense and liability caused to us or to third parties to whom we may be liable which arises out of, or is related to, any injury or damage resulting from defects in design, manufacture, material or workmanship for which the supplier is responsible. Provided the supplier shall have no liability under this clause where:

The injury or damage is due to use of the goods in a manner or for a purpose for which they were not designed; or

The injury or damage is caused by the negligence of the purchaser or of some third party other than a servant, employee, agent or subcontractor of the supplier.

The supplier warrants that he has obtained and will maintain adequate insurance in respect of his liabilities under this clause.

General provisions
Any failure by us to require at any time full performance of any of these terms shall in no manner affect our right to enforce our right to enforce the same at a later date.

Any notice given shall be given in writing and sent either by hand, first class post or facsimile transmission. Notice shall be sent, in the case of a notice to the supplier, to its registered office or to the address stated in this order. Notices sent by facsimile transmission shall be deemed to have been received on the day of transmission.

Governing law
This order shall be governed by the law of England with exclusive jurisdiction to the courts of England.