1 Definitions In these conditions the following words and phrases shall have the meanings set opposite them

'Buyer' means Vishay PM OnBoard Limited .

'Conditions' means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller.

'Delivery Date' means the date specified by the Buyer when the goods are to be delivered.

'Goods' means the articles which the Buyer agrees to buy from the Seller.

'Price' means the price for the Goods excluding carriage, packing, insurance and VAT.

'Seller' means the person who sells or agrees to sell the goods to the Buyer or (where it is intended to indorse these conditions on the back of an order form) the person whose name and address appears in the box marked 'Seller' overleaf)

2 Conditions applicable
2.1 The Conditions shall apply to all contracts for the purchase of Goods by the Buyer from the Seller to the exclusion of all other terms and conditions including any terms or conditions which the Seller may purport to apply under any sales offer or similar document.

2.2 Despatch or delivery of the Goods by the Seller to the Buyer shall be deemed conclusive evidence of the Seller's acceptance of these Conditions.

2.3 Any variation of these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Buyer.

3 The Price and payment
3.1 The Price shall be the price set out overleaf. The Price is exclusive of VAT which shall be due at the rate ruling on the date of the Seller's invoice.

3.2 Payment of the Price and VAT shall be due within [60] days of the date of the date of the invoice.

3.3 The Buyer may set off against the Price (including any applicable VAT payable) amounts due from the Seller whether under the applicable contract of sale or otherwise.

4 The Goods The quantity and description of the Goods shall be as set out in the Seller's quotation[overleaf].

5 Warranties and liability
5.1 The Seller warrants that the Goods will at the time of delivery correspond to the description given by the Seller.

5.2 All representations, statements or warranties made or given by the Seller, its servants and agents (whether orally in writing or in any of the Seller's brochures catalogues and advertisements) regarding the quality and fitness for purpose of the Goods or any of the Goods shall be deemed to be express conditions of the contract of sale.

5.3 The Seller shall ensure that all the Goods shall be manufactured, stored, tested and packed in accordance with [all British Standards applicable to them or British Standard (number)] and that all the Goods are of merchantable quality and [fit for purpose or fit for the purposes for which the Buyer intends to use such Goods].

Alternative provisions
0.1 The Seller shall comply with the specification and all applicable British Standards and legal requirements concerning the design, manufacture, processing, storage and testing of the Goods.

0.2 The Seller shall permit the Buyer to inspect and test the Goods during their manufacture and processing.

0.3 If the Buyer is not reasonably satisfied that the Goods or their manufacture or processing comply in all material respects with the contract the Seller without extra cost to the Buyer shall take all steps necessary to ensure due compliance.

6 Delivery of the Goods
6.1 Delivery of the Goods shall be made to the Buyer's address on the Delivery Date. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.

6.2 The Delivery Date is of the essence of this contract.

6.3 If the Seller fails to deliver all of the Goods in accordance with the contract on the Delivery Date then without prejudice to the Buyer's rights for the breach of contract:
6.3.1 The Buyer may terminate the contract. In this event without prejudice to the Buyer's other remedies the Seller shall promptly collect any Goods which have been delivered.
6.3.2 Where delivery of a quantity of the Goods which correspond to the contract which is less than the agreed quantity has been tendered and the Buyer has not exercised its rights of termination under clause 6.3.1 the Buyer may accept the Goods which correspond to the contract and recover for the Seller's breach in respect of the failure to deliver the remainder of the Goods.
6.3.3 The Buyer may require the Seller promptly to deliver sufficient goods which correspond to the contract to comply with the quantity required. The Buyer may exercise these rights by written notice to the Seller.

7 Acceptance of the Goods
7.1 The Buyer shall not be deemed to have accepted any part of the Goods until after the Buyer has (or the Buyer's sub-buyers have) actually inspected the Goods and ascertained that they are in accordance with the contract. The Buyer may reject Goods which are not in accordance with the contract until a reasonable time after such inspection.

7.2 The Buyer may by notice to the Seller prior to acceptance reject any Goods which are not in accordance with the contract. The Buyer may set off against any payment due to the Seller (whether under this contract or otherwise) the Price of such Goods. Unless within a reasonable time of receipt of notice of rejection the Seller collects such Goods the Buyer may dispose of them as the Buyer shall think fit (provided that if the Buyer sells such Goods the Buyer shall account to the Seller for the net proceeds of such sale).

8 Title and risk
8.1 Title shall pass on delivery of the Goods.

8.2 Risk shall pass on delivery of the Goods.

9 Remedies of Buyer
9.1 The Seller shall indemnify the Buyer against all claims by the customers of the Buyer and their sub-buyers arising out of any breach whatever by the Seller of this contract of sale.

9.2 Without prejudice to the other rights of the Buyer for breach by the Seller where any of the Goods supplied to the Buyer are not in accordance with the contract the Seller shall at the option of the Buyer forthwith upon notice being given either repair or replace such Goods. If it is necessary to open up or dismantle any other works or assemblies to permit such repair or replacement then the Seller shall bear the cost of such opening up or dismantling and of re-assembly and making good after repairs, replacements and testing of such goods have been completed to the Buyer's reasonable satisfaction.

10 Proper law of contract
10.1 This contract is subject to the law of England and Wales.

10.2 All disputes arising out of this contract shall be subject to the exclusive jurisdiction of the courts of England and Wales.