These terms and conditions ("Conditions") apply without exception to all contracts entered into between you and VG Scienta on the buy.vacgen.com website ("the Site") which is controlled and operated by VG Scienta. The Conditions provide for the sale of Goods by VG Scienta.

In these Conditions these words have the following meanings:-

"we", "us", "our" or "ours" VG Scienta, a division of VG Systems Limited, as the supplier of the Goods to you;

"the Contract" any contract in digital form under which we sell Goods to you;

"you" the individual, firm, company or any other party who completes the order form on the Site and with whom we contract for the supply of Goods;

"Goods" the whole or any part of goods (including any parts for them) which we are to supply in accordance with these Conditions;

"the Specified Rate" 2% per annum above National Westminster Bank PLC's base lending rate from time to time.

1. References to clauses (except where the context otherwise requires) are references to the clauses set out herein.

2. Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

1. The information contained on this Site constitutes an invitation to treat and not an offer. When you send an order by means of this Site for Goods your order shall constitute an offer for the Goods selected. If we accept your order, we will indicate our acceptance by sending you an email to the email address supplied with the order confirming the order. Contract or agreement for the Goods selected shall only be formed once our confirmation message accepting your order is correctly sent to the address of your electronic mailbox on your internet access provider's server. Until our confirmation message is correctly sent, we will not be under any obligation to you. It is your responsibility to verify that your mailbox is in proper working order and you must assume the risk of all consequences for transmission or operational failures.

2. The Contract will be subject to these Conditions exclusively and unless otherwise agreed in writing by us, these Conditions will override any terms or conditions stipulated or referred to by you in your order or pre-contract negotiations. Except as provided in Clause 4.3 no employee, representative or agent of ours has any authority to agree any term or make any representation which is inconsistent with these Conditions or to enter into any Contract except in accordance with these Conditions. We reserve the right to correct any clerical or typographical errors made by our employees in respect of any Contract at any time.

3. Any term or representation inconsistent with these Conditions will only bind us if it is in writing and signed by our authorised representative. The words "unless otherwise agreed in writing by us" in these Conditions mean unless otherwise agreed in writing and signed by our authorised representative.

4. All statements (whether written or oral), descriptions, drawings, sketches, photographs, illustrations, diagrams or specifications concerning the Goods made by or on our behalf before contract, whether on the Site, in catalogues, brochures, leaflets, price lists or otherwise, are for the purposes of information and guidance only. Unless and until orders are accepted by us on the basis of such estimates or quotations they shall not be binding upon us.

5. Where Goods are sold by reference to descriptions on the Site, in a catalogue, or other pre-contractual/documentation such sale is subject to the tolerances and variations expressed or implied in such document. Given that design, sources of supply and general modus operandi may change from time to time we shall have the right to supply Goods of altered design or from the new source of supply.

1. The prices displayed on the Site are quoted in the currency relevant to your country and apply to you when you correctly submit your details. Unless otherwise stated, prices are exclusive of cost of packing and carriage and any duties, taxes or charges payable in respect of the Goods which you will pay in addition to the price. We may increase our prices at any time upon email notice to you to take account of any increase in costs relating to the Goods to us. In the circumstances of such an increase you may prior to despatch of the Goods cancel your order (or part thereof) by email notice to us. Email notice shall be deemed to have been properly received by us when it is accessible to us at our computer. Such email notice shall not be or have any legal effect until it is received. If no notice of cancellation is so given then you shall be deemed to have accepted such price increase and the Contract shall be deemed modified accordingly.

2. All prices shown in catalogues, leaflets or brochures, depending on the territory , Customer base and the actual value of the Purchase order and the size of the consignment may be inclusive of cost of packing and carriage, and are for guidance only. We reserve the right to vary such prices at any time in out discretion.

3. We may also, so far as is reasonable, increase our prices at any time to take account of any increase in the cost to us of supplying the Goods:-

   1. due to any request by you to delay delivery of the Goods; and/or

   2. due to any request by you for the Goods to be delivered to a location other than that originally specified by you.

4. We may suspend performance of our obligations if for any reason we consider that you will not make payment in accordance with these Conditions.

1. We accept Visa, Mastercard and American Express. Your payment card will not be charged until the order is ready for delivery. We also accept payment on normal credit terms.

2. Following payment by you of the full price we will confirm receipt of payment from you by email sent to the email address supplied with the order.

3. We may debit your payment card for a partial delivery of the Goods.

4. Without prejudice to any other of our rights, interest will be payable on all overdue accounts at the Specified Rate which shall accrue (whether before or after judgement) from the due date of payment until the date of actual receipt by us.

5. You shall pay to us, in addition to other amounts payable hereunder, any costs reasonably incurred by us (including, without limitation, legal costs and fees of debt collection agencies) in recovering any amounts due to us from you hereunder.

6. Non-payment on a due date will entitle us to demand payment of any outstanding balances whether due or not. Any such demand for payment shall render the relevant outstanding balances payable forthwith.

7. You will not be entitled to withhold payment of any payment due by reason of any right of set-off or any claim or dispute with us.

8. We may appropriate sums received from you against any debt due to us from you irrespective of any purported appropriation by you and if at any time monies are due to you from us we may deduct the amount thereof from amounts due to us from you by way of set-off.

9. While every effort will be made to meet your individual requirements, we shall be under no obligation to accept amendments or cancellations of any order or any part thereof.

1. The delivery date specified in the email confirmation sent by us to you is approximate only and is of no legal effect. We will not be liable for any failure to deliver by such date. You shall not be entitled to cancel or to delay or refuse payment should delivery be made after the established delivery date.

2. Unless otherwise agreed in writing by Thermo Vacuum Generators, you will give us all necessary instructions and will ensure that we are able to so deliver the Goods and off-loading will be at your sole risk and expense. We reserve the right to complete delivery at any point suitable for our vehicles within the main entrance of the site or building specified for delivery by you.

3. The Goods may be delivered by us in advance of any agreed delivery date or the expiry of any agreed delivery period upon giving you reasonable notice.

4. If you fail to accept delivery within ten days of email notice that the Goods are ready for delivery, you shall pay all costs and expenses incurred by us, whether in respect of handling, transportation, storage or otherwise. In the event you fail to perform your obligations under Clause 8.1 then we may sell or otherwise dispose of the Goods without prejudice to our rights against you in respect of monies due hereunder in respect of such Goods. If you wish to advance the scheduled date for delivery we may agree to the same subject to the payment by you of our charges therefor.

5. Within ten days following delivery of the Goods you shall provide email notification to us of any claim(s) for damage to the Goods and/or insufficient quantity of Goods delivered after which period of time proper delivery shall be conclusively deemed to have been made by us to you.

6. We will not be liable for any loss or damage to any Goods left with us as a result of breach by you of your obligations under Clause 8.1 whether or not such loss or damage is attributable to our negligent or wilful default, or that of our employees or agents.

1. We may defer or cancel any deliveries of Goods and/or treat the Contract as determined if:

   1. we have been unable to obtain any payment when it becomes due by debiting your payment card or otherwise whether in respect of your obligations under the Contract, or any other contract;

   2. you enter into any composition or arrangement with your creditors or otherwise become insolvent and/or are unable to pay your debts as the same fall due;

   3. you pass a resolution for winding-up or a Court makes an order to that effect;

   4. you breach any of these Conditions; or

   5. any other event occurs which we consider may jeopardise our interest in the Goods or our prospects of receiving payment for the Goods.

2. Clause 8.1 is without prejudice to our right to the full purchase price for the Goods. We will be entitled to damages for any consequential loss we suffer due to the determination of the Contract.

3. Save as expressly provided herein, cancellation by you will only be accepted at our discretion. Acceptance of any cancellation will only be binding on us if we send you an email confirming our agreement to cancellation of the order or part thereof. Any costs or expenses incurred by us up to the date of cancellation and all loss or damage resulting from the cancellation will be paid by you.

1. Save as expressly provided herein and subject to Clause 9.2, the full extent of our liability shall be as provided in this Clause 9.1:-

   1. We accept that we will be liable for death and/or personal injury caused by our negligence without limit;

   2. We accept that we will be liable for damage to your property or any other property situated at or adjacent to the worksite to the extent caused by our negligence up to the limit specified in Clause 9.3, and you agree to release, indemnify and hold us harmless from and against any liability caused by your negligence; and

   3. where you suffer loss attributable to a component part of the Goods which was manufactured by a third party, we shall endeavour to pass on to you any warranty we obtained in respect of the same.

2. Save in respect of liability for negligence, we will only be liable to you in respect of the matters set out in this Clause 9 if:-

   1. you inform us of the defect as soon as is reasonably practicable;

   2. the defect is notified to us within twelve months of the delivery of the Goods (as applicable);

   3. no unauthorised repairs or alterations have been made to the Goods by any person;

   4. the Goods have, where applicable, been stored, installed, maintained and used in the proper environment, with reasonable care and in accordance with any directions given by us or any other relevant manufacturer;

   5. at our request you return the Goods to Thermo VG Scienta; and

   6. such liability does not arise as a result of any defect comprised in any component part not manufactured by us.

3. Notwithstanding anything in this Contract to the contrary and save for our liability for death or personal injury caused by our negligence, our liability under the Contract (whether by reason of breach of contract, tort or otherwise, including under indemnification provisions (if any)), but except for breach of warranty (the sole remedy for which shall be as provided in Clause 10), shall be limited to the lesser of £650,000 and the value of the Contract save that where such limitation would not be valid on grounds of unreasonableness by operation of law or otherwise then our entire liability under or in connection with the Contract shall not exceed the sum of £650,000 and, in any event, we shall not be liable for indirect loss of any kind, loss of business or revenue, loss of profits, loss of goodwill or loss of opportunity regardless of (a) our negligence (either sole or concurrent); or (b) whether we have been informed of the possibility of such loss, to the fullest extent permitted by applicable law.

4. Where we agree to repair or replace Goods any time specified for delivery or performance under the Contract will be extended for such period as we may reasonably require to accommodate such repair or replacement.

5. We shall not be liable for any loss or damage whatsoever arising as a result of the Goods not conforming with any building, health and safety or other legislative or regulatory requirements in respect of any use to which the Goods may be put unless such use has been notified to us and accepted by a director of VG Scienta in writing prior to order acceptance.

6. Our warranty and your remedies in these Conditions are in substitution for any other warranties, rights, obligations, representations, undertakings, liabilities, terms and/or conditions (whether they are express or implied, or arise in contract, tort or otherwise and irrespective of our negligence or that of our employees or agents) in connection with the Goods (including without limitation any relating to condition, performance, satisfactory quality, fitness for purpose, conformity with description or sample, care and skill or compliance with representations, but excluding implied statutory warranties relating to title) and all such warranties, rights, obligations, representations, liabilities, terms or conditions are hereby expressly excluded to the fullest extent permitted by applicable law.

1. We warrant that the Goods will operate substantially in conformity with our published specifications, when subjected to normal, proper and intended usage by properly trained personnel, for a period of twelve months after delivery to you (the "Warranty Period"). We agree during the Warranty Period, provided it is promptly notified in writing upon the discovery of any material defect and further provided that all costs of returning the defective Goods to us are pre-paid by you, to repair or replace, at our option, defective Goods so as to cause the same to operate in substantial conformance with the said specifications. Replacement parts may be new or refurbished, at our election. All replaced parts shall become our property. Delivery to you of repaired or replacement Goods shall be made in accordance with the provisions of Clause 9 above. All consumable or expendable items (including without limitation) lamps, fuses and bulbs are expressly excluded from the warranty under this Clause. [Our sole liability with respect to equipment, materials, parts or software furnished to us by our third party suppliers shall be limited to the assignment by us to you of any such third party supplier's warranty, to the extent the same is assignable. In no event shall we have any obligation to make repairs, replacements or corrections required, in whole or in part, as the result of (i) normal wear and tear, (ii) accident, disaster or event of force majeure, (iii) misuse, fault or negligence of or by you or on your behalf, (iv) use of the Goods in a manner for which they were not designed, (v) causes external to the Goods such as, but not limited to, power failure or electrical power surges or (vi) use of the Goods in combination with equipment or software not supplied by us. If we determine that Goods for which you have requested warranty services are not covered by the warranty hereunder, you shall pay or reimburse us for all costs of investigating and responding to such request at our then prevailing time and material rates. Any installation, maintenance, repair, service, relocation or alteration to or of, or other tampering with, the Goods, performed by any person or entity other than us without our prior written approval, or any use of replacement parts not supplied by us, shall immediately void and cancel all warranties with respect to the affected Goods.

2. The obligation created by Clause 10.1 to repair or replace defective Goods shall be your sole remedy in the event of defective Goods. We do not warrant that the Goods are error-free or will accomplish any particular result.

3. We do not warrant that the Goods are fit for any particular purpose of or intended use by you or for use in connection with any particular equipment and it is for you to satisfy yourself that the Goods are so fit.

4. You hereby represent that you are a competent user of the class of Goods to be supplied hereunder, that you have satisfied or are able to satisfy yourself that the Goods are safe to use, and that you will institute a safe system of working for the use of the Goods. You shall indemnify us against any claim by any third party that third party (or any fourth party on whose behalf the third party is acting) has suffered any loss, damage, personal injury or death by reason of or resulting from any negligence by us or any defect in the design, specification or manufacture of the Goods.

1. The Goods, especially chemicals, may be dangerous if not properly used or stored and the appropriate precautions taken. You accordingly agree that you shall take all such steps as are reasonably practicable or usual to eliminate or reduce any risk to health and/or safety to which use of the Goods may give rise.

2. You shall indemnify us against any claim, proceedings, costs, loss, damage or liability suffered by us as a result of any failure by you, or any other person involved with the Goods, to take such steps or ensure compliance with the duties referred to in Clause 11.1 above.

You shall not use or deal with the Goods or our catalogues, brochures, leaflets or lists so as to infringe, interfere with or weaken any of our rights under or in respect of any patents, processes, proprietary information, trademarks, registered designs, logos, artwork or copyright for or in connection with the Goods. We shall have no liability for the infringement of any rights of any third party arising from the use of the Goods in combination with other Goods, trademarks or processes not supplied by us.

The risk in the Goods shall pass on delivery to a carrier at our works.

1. Foreign Approvals. It is your obligation to obtain and maintain, at your own expense, any non-United States governmental consents, authorisations, approvals, filings, permits or licenses required for you to export the Goods and for each of you and us to exercise your rights and to discharge your obligations under the Contract including, without limitation, all consents and filings with any non-United States governmental body.

2. Export Act. You acknowledge that the Goods and all related technical information, documents and materials may be subject to export controls under the U.S. Export Administration Act of 1969, as amended, and the rules and regulations promulgated from time to time thereunder (collectively, the "Export Act"), restricting exports and re-exports of software media, technical data and direct products of technical data. You (i) shall comply strictly with all legal requirements established under the Export Act, (ii) shall cooperate fully with us in any official or unofficial audit or inspection related to the Export Act, and (iii) shall not distribute or supply the Goods to any person if there is reason to believe that such person intends to export, re-export or otherwise take such Goods to, or use such Goods in, any country in violation of the Export Act. Without limitation to the foregoing, you agree to commit no act that, directly or indirectly, would violate any United States law, regulations, treaty or agreements, to which the United States adheres or complies, relating to the export or re-export of any Goods.

3. Prohibited Countries. You agree not knowingly to export or re-export Goods or any part thereof, directly or indirectly, without first obtaining permission to do so from the United States Office of Export Administration and other appropriate governmental agencies, into any of those countries listed from time to time at the time of any shipment of the Goods in Title 15 of the code of Federal Regulations of the United States of America (or any successor or additional provision) as "prohibited or restricted" countries or any other country to which such exports or re-exports may be restricted (collectively, the "Prohibited Countries"). You agree not to distribute any Goods or any part thereof to any person if you have reason to believe that such person intends to export, re-export or otherwise take the same to, or to use the same in, any of the Prohibited Countries; and you agree to seek reasonable written assurances in the form of binding covenants from customers as may from time to time be requested by us. You agree to indemnify and to hold us from, or in connection with, any violation of the provisions of this clause by you or your customers.