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Terms and conditions

Parties
(1)	_	Sharp NEC Diplay Solutions Europe GmbH a company incorporated in Germany and having its principal place of business at Landshuter Allee 12-14, D-80637 Munich; and
(2)		The "Customer"

1.	Scope
	This document is intended to supplement Sharp NEC Display Solutions Europe's Standard Terms and Conditions of Sale in force from time to time, copies of which are available upon request from the above address. Where there are any inconsistencies between this document and Sharp NEC Display Solutions Europe's Standard Terms and Conditions of Sale, this document will prevail.
2.	Customer Account
2.1 _	Sharp NEC Display Solutions Europe shall open an individual account in the Customer's name to which the price of any goods which the Customer may from time to time order from Sharp NEC Display Solutions Europe will be charged, subject to the limit described below.
2.2	Any such account which Sharp NEC Display Solutions Europe may open for the customer will be subject to a limit which the total price of the goods ordered by the customer shall at no time exceed, save at Sharp NEC Display Solutions Europe's sole discretion.
2.3	Sharp NEC Display Solutions Europe shall advise the Customer in writing of the number of days after which its invoices become due for payment and any conditions as to the method of payment.
2.4	Sharp NEC Display Solutions Europe shall issue to the Customer a statement of account every calendar month showing the unpaid invoices on the account and the due date for payment of the invoice.
2.5	Sharp NEC Display Solutions Europe reserves the right to charge interest on overdue accounts at a rate of 3% above the rate of the Inter-Bank rate applicable at the time. This right will only be exercised in the case of persistent default and after one month's written notice or sooner from the commencement of proceedings for the recovery of the debt.
2.6	Sharp NEC Display Solutions Europe reserves the right at its sole discretion to offset any amounts owed by Sharp NEC Display Solutions Europe to the Customer against any amounts owed by the Customer to Sharp NEC Display Solutions Europe.
3.	Orders
	Sharp NEC Display Solutions Europe reserves the right to require that orders for goods from the Customer must be notified to Sharp NEC Display Solutions Europe in writing.
4.	Risk
4.1	Risk of damage to or loss of any goods supplied in accordance with these payment terms shall pass to the Customer upon delivery.
4.2	From the time of delivery until property of the goods passes to the Customer in accordance with condition 5 the Customer shall insure the goods for their full value With a reputable insurance office. Uponrequest the Customer shall use reasonable endeavours to have Sharp NEC Display Solutions Europe's interest in the goods noted on the insurance policy. Until property in the goods passes to the Customer in accordance with condition 5 the customer shall hold the proceeds of any claim on such insurance policy on trust for Sharp NEC Display Solutions Europe and shall forthwith account to Sharp NEC Display Solutions Europe with such proceeds.
5.	Title
5.1	Notwithstanding delivery and passing of risk any and all goods ordered by the Customer shall remain the sole and absolute property of Sharp NEC Display Solutions Europe until the Customer shall have paid to Sharp NEC Display Solutions Europe the agreed price (Together with any accrued interest) and all other amounts owed by the customer to Sharp NEC Display Solutions Europe in respect of any other contract for the sale of goods.
5.2	Until property in the goods has passed the Customer shall be in possession of the goods in a fiduciary capacity and shall:
	a)_	not part with possession of the goods (Otherwise than in accordance with condition 5.5);
	b)	take proper care of the goods and take all reasonable steps to prevent any damage to or deterioration of them;
	c)	keep the goods free from charge, lien or other encumbrance and store the goods in such a way to show clearly that they belong to Sharp NEC Display Solutions Europe;
	d)	notify Sharp NEC Display Solutions Europe forthwith if the Customer (Being an individual) enters into a voluntary arrangement of if a petition is presented for the making of a bankruptcy order against him or if he compounds with his creditors or if (Being a company) an application for an order made or a resolution is passed for the winding up of the Customer (Otherwise than for the purposes of amalgamation or reconstruction previously approved in writing by Sharp NEC Display Solutions Europe) or if a meeting is called to approve the appointment of a liquidator to the Customer or if a receiver, manager, administrative receiver or an administrator is appointed or a petition is presented to the Court for the appoint-ment of an administration to the customer or over any part of the Customers undertaking or if circumstances arise which might entitle the Court or a creditor of the Customer to appoint a receiver, manager, administrative receiver or administrator or which might entitle the Court to make a winding up order;
	e)	give Sharp NEC Display Solutions Europe such in information relating to the goods as Sharp NEC Display Solutions Europe may from time to time require.
5.3	Sharp NEC Display Solutions Europe reserves the right to repossess and resell any goods to which it has retained title and Sharp NEC Display Solutions Europe's consent to the Customer's possession of the goods and any right the Customer may have to possession of the goods shall in any event cease:
	a)	if any sum owed by the Customer to Sharp NEC Display Solutions Europe (Whether in respect of the goods or otherwise) is not paid to Sharp NEC Display Solutions Europe by the date when it is due; or
	b)	upon the happening of any of the events set out in condition 5.2(d); or
	c)	if the Customer commits a breach of contract with Sharp NEC Display Solutions Europe.
5.4	the Customer hereby grants an irrevocable right and licence to Sharp NEC Display Solutions Europe and its servants and agents to enter upon all or any of the Customer's premises with or without vehicles during normal business hours for the purpose of inspecting and/or repossessing goods to which it has retained title. This right and licence shall continue to subsist notwithstanding the termination for any reason of any contract which is subject to these conditions and is without prejudice to any accrued rights of Sharp NEC Display Solutions Europe under such contracts or otherwise.
5.5	Whilst the Customer is in possession of the goods with Sharp NEC Display Solutions Europe's consent (But not otherwise) the Customer may in the ordinary course of its business sell the goods provided that:
	a)	as between the Customer and its sub-customer or own customer the Customer shall sell the goods as principal and the Customer shall not and shall not be empowered to commit Sharp NEC Display Solutions Europe to any contractual relationship with or liability to the sub-customer or own customer or any other person;
	b)	as between Sharp NEC Display Solutions Europe and the Customer, the Customer shall sell the goods in a fiduciary capacity as agent for Sharp NEC Display Solutions Europe; and
	c)	notwithstanding any agreed period of credit for payment of the price of the goods the Customer shall pay the proceeds of such sales to Sharp NEC Display Solutions Europe forthwith upon receipt. The Customer acknowledges that as a consequence of its fiduciary relationship with Sharp NEC Display Solutions Europe it is under a common law duty to Sharp NEC Display Solutions Europe to hold the proceeds of such sales on trust for Sharp NEC Display Solutions Europe and not to mingle such proceeds with any other monies or pay them into an overdrawn bank account, such common law duty being unaffected by and wholly independent of the terms of these conditions.
5.6	The Customer agrees immediately upon being so requested by Sharp NEC Display Solutions Europe to assign to Sharp NEC Display Solutions Europe all rights and claims which the Customer may have against its sub-customers or customers arising from such sales until payment is made in full as stated above.
5.7	Notwithstanding the provisions of this condition 5 Sharp NEC Display Solutions Europe shall be entitled to bring an Action against the Customer for the price of the goods in the event of non-payment by the Customer by the due date even though property in the goods has not passed to the customer and/or shall have the right by notice to the Customer at any time after delivery to pass property in the goods to the Customer as from date of such notice.
5.8	This clause shall survive termination of the business relationship between Sharp NEC Display Solutions Europe and the Customer for whatever reason and is without prejudice to any rights which Sharp NEC Display Solutions Europe might have accrued.
6.	Termination
6.1	In the event that one party gives written notice to the other that it no longer wishes these Payment terms to apply to the relationship between the parties, or if the parties so agree, Sharp NEC Display Solutions Europe shall issue a final statement of account to the customer which shall be payable by the Customer in accordance with 2.3 above.
6.2	In the event that the Customer persistently fails to settle its account in accordance with the terms of this document, and fails to remedy any default within 30 days of written notice from Sharp NEC Display Solutions Europe requiring such remedy, all amounts outstanding on the Customer's account shall become immediately payable in full.
7.	General
	The terms of this document may not be varied save in writing signed on behalf of both parties.
8.	Place of Jurisdiction, Applicable law
8.1	Place of jurisdiction for all disputes will be England.
8.2	These Terms and Conditions and all legal relations between Sharp NEC Display Solutions Europe and the customer are subject to the laws of the United Kingdom. Application of the Uniform Law on Sales of Goods (EKG and EAG) as well as the Convention on the International Sales of Goods (CSIG) is excluded.