Ovation Systems Limited -
Standard Conditions of Sale

These Conditions govern the contract between Ovation Systems Limited (“the Company”) and the purchaser (“the Buyer”) to the exclusion of any other terms or conditions. They supersede all previous editions.

1. DEFINITIONS

In these Conditions:

• “Company” means Ovation Systems Limited.

• “Buyer” means the person, company, or organisation placing the order for supply.

• “Goods” means the products, hardware, software, or related items supplied by the Company.

2. ACCEPTANCE OF ORDER

2.1 Any quotation issued by the Company is valid for up to 30 days, unless stated otherwise.
2.2 No order is deemed accepted until the Company provides a written acknowledgement.
2.3 The content of any valid quotation forms part of the contract.

3. VARIATIONS

3.1 No addition or variation to these Conditions is valid unless agreed in writing by the Company.
3.2 The Company reserves the right to adjust pricing where fluctuations in exchange rates, material costs, labour, or other factors beyond its control occur prior to delivery.

4. QUANTITIES AND PRICES

4.1 Prices apply strictly to the quantities stated in the quotation.
4.2 All prices are ex-works, exclusive of VAT, duties, taxes, and other government charges, unless stated otherwise in the quotation.

5. CANCELLATION BY BUYER

Orders for goods manufactured to the Buyer’s specifications cannot be cancelled without full reimbursement of all costs incurred up to the date of cancellation, including design, tooling, and any materials or equipment procured specifically for the order.

6. DELIVERY DATES

Delivery dates are estimates only. While the Company will make all reasonable efforts to meet them, it accepts no liability for any delay.

7. PASSING OF RISK AND TITLE

7.1 Risk passes to the Buyer upon shipment.
7.2 Title passes only when the Company receives payment in full for all goods supplied.
7.3 Until title passes:

• (i) Goods must be stored separately, protected, insured, and clearly identified as the Company’s property.

• (ii) The Buyer may resell goods in the ordinary course of business but must hold proceeds in trust for the Company.

• (iii) The Company may require return of the goods at any time and may enter premises to recover them if the Buyer fails to comply with the terms contained herein.

8. WARRANTY

8.1 Goods proven defective in materials or workmanship may be returned at the Buyer’s cost within 24 months of delivery.
8.2 The Company may repair or replace the goods at its own discretion. Any liability will not exceed the original price paid.
8.3 The warranty excludes defects arising from wear and tear, misuse, unauthorised modifications, or repair without prior written approval.
8.4 No guarantee is made as to suitability or fitness for any particular purpose. The Buyer is solely responsible for verifying compatibility and intended use.

9. EXCLUSIONS OF LIABILITY

9.1 Nothing in these Conditions excludes liability for death or personal injury caused by negligence.
9.2 The Buyer acknowledges prices would be higher without the following exclusions not agreed:
9.3 The Company shall not be liable for consequential loss, including loss of profit, revenue, business, or indirect damages arising from use or supply of the goods.
9.4 Total liability for any claim shall not exceed the price of the goods concerned.
9.5 The Company is not liable for loss or damage in transit unless:

• (i) Non-delivery is notified in writing within 10 working days of the invoice or awareness of non-delivery.

• (ii) Damage or partial loss is recorded on the delivery note, notified to the Company within 5 days of receipt of the goods.

• (iii) Return of goods is pre-authorised and follows the Company’s packing and shipping instructions.

10. FORCE MAJEURE

The Company may cancel or vary any contract without liability if performance is prevented or delayed due to circumstances beyond its control, including but not limited to acts of God, war, strikes, shortages, fire, flood, or inability to obtain materials.

11. TOOLING, DESIGN & INTELLECTUAL PROPERTY

11.1 All tools, designs, source files, software, documentation, and IP used in manufacturing or development remain the exclusive property of the Company, regardless of whether charges were applied.
11.2 Where goods are manufactured to the Buyer’s specifications, the Buyer indemnifies the Company against claims relating to infringement of patents, copyrights, designs, trade marks, or other IP rights.

12. PACKAGING

Any cases supplied and charged for will be credited in full if return carriage paid, in good condition within 14 days from the date of invoice and return duly advised.

13. PAYMENT TERMS

13.1 Credit Accounts: Payment due within 30 days of invoice unless otherwise agreed. Late payment renders all outstanding invoices immediately due.
13.2 Pro-forma: Used where credit is not approved or has been withdrawn.
13.3 If payment is not made on the due date then without prejudice to any other right or remedy available to the Company the Company shall be entitled to cancel the contract or suspend any further delivery to the buyer and/or to charge the buyer full cost of recovery of sums outstanding and interest (both before and after any judgement) on the amount unpaid at a rate of 5% per annum above UK Bank base rate, from the time to time from the date of invoice until the payment is made in full, such interest to be compounded on a monthly basis.

14. NON-REVERSE ENGINEERING & SOFTWARE RESTRICTIONS

14.1 The Buyer shall not, without express prior written consent from the Company:

• decompile, disassemble, or reverse engineer hardware or software.

• attempt to derive source code, algorithms, architecture, or design principles.

• analyse the product for the purpose of creating competing or derivative products.

• permit third parties to do any of the above.

14.2 These obligations survive termination, resale, and expiry of warranty.

15. EXPORT CONTROL, SANCTIONS & COMPLIANCE

15.1 The Buyer warrants full compliance with all applicable UK Export Control regulations, including but not limited to the UK Export Control Licences, UK Sanctions Regimes, and any relevant international embargoes.
15.2 The Buyer shall not:

• export, re-export, transfer, or use the goods in any manner that breaches UK laws.

• supply the goods to restricted or sanctioned entities, countries, or end-users.

• use the goods for military, surveillance, or dual-use applications requiring a licence without securing all necessary authorisations.

15.3 The Company may require end-user statements, screening information, or documentation at any time to audit the above rules are being followed.
15.4 If an export licence application is required, the upgrade or delivery will proceed only once such authorisation is granted. If a licence is refused, restricted, or withdrawn, the Company has no obligation to supply the relevant goods or services.
15.5 The Buyer indemnifies the Company against all penalties, losses, or damages arising from any breach of this clause.

16. GOVERNING LAW & JURISDICTION

All disputes arising out of or in connection with this Contract shall be governed by English law and subject exclusively to the jurisdiction of the Courts of the United Kingdom.