TERMS AND CONDITIONS OF SALE

GENERAL All tenders are made and all offers are accepted subject to the terms and conditions set out below which shall in all circumstances override any and all other terms and conditions of sale howsoever or whensoever referred to. Where the Customer has not been notified of these terms and conditions prior to the Acknowledgement of Order by the Company such terms and conditions shall be deemed to be incorporated when the Customer either expressly assents to them or takes any steps subsequently in or about the performance of the contract.

1 VALIDITY. Unless previously withdrawn, our tender is open for acceptance within the period stated therein, or when no period is so stated, within thirty days only after its date.

2 ORDERS. Every Order must be accompanied by sufficient information to enable us to proceed with the same forthwith, otherwise we shall be at liberty to amend the tender prices to cover any increase in cost which has taken place after the Order has been received. We reserve the right to invoice catalogue items at the price ruling at the date of despatch. Any samples submitted to you and not returned to our works within one month from the date of receipt shall be paid by you. Prices stated will not apply to quantities less or delivery rates lower, than those specified in the tender.

3 VARIATIONS. No variation or cancellation of this contract or any part thereof shall take effect unless and until it has been agreed with the Company and confirmed by the Company in writing. No relaxation or waiver by the Company of any terms or terms of the contract or any occasion shall affect our right to enforce any such term or terms on any other occasion.

4 LIMITS OF CONTRACT. Our tender includes only such goods, accessories and work as are specified therein.

5 DRAWINGS, ETC. All specifications, drawings and particulars of weights and dimensions submitted with our tender are approximate only, and the descriptions and illustrations contained in our catalogues, price lists and other advertising matter are intended merely to present a general idea of the goods described therein and none of these shall form part of the contract.

6 All specifications, drawings and other documents prepared by us may not be used without our consent in writing.

7 INSPECTION AND TESTS. Our manufacturers products are carefully inspected and, where practicable submitted to their standard tests at our manufacturers works before despatch. If tests other than those specified in our tender or tests in the presence of you or your representative are required, these will be charged for. In the event of any delay on your part in attending such tests after seven days notice that we are ready, the tests will proceed in your absence and shall be deemed to have been made in your presence.

8 PERFORMANCE. The Company shall be under no liability to the Customer in respect of loss or defects in the goods supplied except as specified in Clause 14, nor, subject as aforesaid shall the Company be responsible for any injury to persons or property or damage or loss of any kind attributable to defects in the goods but the Customer will keep the Company indemnified against any such claim.

9 LIABILITY FOR DELAY. Any time or date named by the Company for delivery or any time or date named by the Customer for delivery is and shall be deemed to be given and intended as an

estimate only and the Company shall not be liable to make good any damage or loss whatsoever whether arising directly or indirectly out of delay in delivery. Any delay or suspension of work

resulting from your instructions or lack of instructions or any other cause on your part shall entitle the Company to adjust the contract price accordingly to meet any additional costs incurred and any

other loss or damage sustained thereby.

10 PACKAGING AND CARRIAGE. Unless otherwise stated the equipment prices quoted are net ex works (exclusive of VAT). Packaging and carriage will be charged for.

11 LOSS OR DAMAGE IN TRANSIT. When the price quoted includes delivery other than at our works we will repair or at our option replace free of charge goods lost or damaged in transit provided

that we are given written notification of such loss or damage within such time as will enable us to comply with the carrier’s conditions of carriage as affecting loss or damage in transit or where

delivery is made by our own transport, within 7 days of delivery. Loss in transit must in any event be notified within 14 days of the invoice date.

12 INVOICE AND PERFORMANCE OBLIGATIONS – We shall provide a written invoice for each shipment of goods upon delivery to you, provided that if the goods technically require to be installed

for you to use them a written invoice will be provided once the installation is complete; provided further that, if the installed goods cannot be used without further IT Integration services a written

invoice will be provided once the IT integration service is complete.

13 TERMS OF PAYMENT. Unless otherwise agreed the price shall be due and payable in full, once agreement of the tender is reached unless other means are agreed in writing (All quotations are exclusive of value added tax or any similar levies of duties unless otherwise stated) Should default be made by the Customer in paying any sum due under any Order, as and when it becomes due, the Company shall have the right to suspend all further deliveries as well as all work in hand on the Order in respect of which default occurred, and any other Order until the default be made good. The Company shall have the right in addition to any other remedies they may have against the Customer to charge interest on all principal sums due from the time when such sums become due until payment, at the rate of 1.5 per cent per month or part of a month.

14 STORAGE. If we do not receive forwarding instructions sufficient to enable us to despatch the goods within 14 days after the date of notification that they are ready for despatch, you shall take delivery or arrange for storage. If you do not take delivery or arrange for storage, you shall be deemed to have taken delivery and we shall be entitled to arrange storage either at our own works or elsewhere on your behalf and all charges for storage, for insurance or for demurrage shall be payable by you.

15 DEFICITS AFTER DELIVERY

(i) The Company’s liability under this Condition shall be in lieu of any express or implied warranty or condition statutory or otherwise as to the quality of fitness for any particular purpose of the goods or otherwise and save as provided in this Condition the Company shall not be under any liability whether in contract form or otherwise in respect of defects in goods delivered or for any injury, damage or loss resulting from such defects or from any work done in connection therewith.

(ii) The Company will make good by repair or at its option by the supply of a replacement, defects which under proper use appear in any part of the goods of the Company’s manufacture within the warranty period applying at the time of purchase after the goods have been delivered and arise solely from faulty design, materials, or workmanship, provided always that defective parts are despatched by the Customer to the Company’s works within 30 days of discovery of the defect unless otherwise arranged.

(iii) The Company gives no guarantee or warranty in relation to any parts of the goods which are not manufactured by the Company but the Company will pass on to the Customer any benefit received by the Company under a guarantee or warranty from the manufacturers.

16 PATENTS. We will indemnify you against infringement of Letters Patent, Registered Design, Trade Mark (published at the date of the contract) or Copyright by the use or sale of any article or materials supplied by us to you and against all costs and damages which you may incur in any action for such infringement or for which you may become liable in any such action, provided always that this indemnity shall not apply to any infringement which is due to our having followed a design or instruction finished or given by you or to the use of such article or material in a manner or for a purpose or in a foreign country not specified by or disclosed to us, or to any infringement which is due to the use of such article or material in association or combination with any other article or material not supplied by us And provided also that this indemnity is conditional on your giving us immediate notice in writing of any claim being made or action threatened or brought against you and on your permitting us at our own expense to conduct any litigation that may ensue and all negotiations for a settlement of the claim. You on your part warrant that any design or instruction furnished or given by you shall not be such as will cause us to infringe any Letter Patent, Registered Design, Trade Mark or Copyright in the execution of your order.

17 LIABILITY FOR ACCIDENTS AND DAMAGE. If we, our agents or sub-contractors are on site for the purpose of the contract, then notwithstanding the provisions of Clause 8, we will indemnify you against direct damage or injury to your property or person or that of others occurring while we are working on site to the extent caused by the negligence of ourselves, our sub- contractors or agents but not otherwise, by making good such damage to property or compensating personal injury provided that (a) our total liability for damage to your property shall not exceed £50,000 or the contract price, whichever sum is the greater, and (b) we shall not be liable to you for any loss of profit or contracts or, save as aforesaid for any loss, damage or injury of any kind whatsoever. Save as provided in Clause 15, we shall not be liable for any damage or injury occurring after our completion of work on site.

18 OWNERSHIP AND RISK. Property in goods sold under this contract shall not pass to you until payment has been made in full of all sums due and payable by you in respect of the goods or on any other account with us. Until property passes you shall be a bailee of the goods and keep them in your possession. As from the time of shipment of the goods to you the risk of loss or damage to the goods for any cause whatsoever shall be borne by you.

19 ARBITRATION. If at any time any question dispute or difference whatsoever shall arise between you and ourselves upon, in relation to, or in connection with the contract, either of us may give to the other notice in writing of the existence of such question, dispute, or difference, and the same shall be referred to the arbitration of the person to be mutually agreed upon.

20 LEGAL CONSTRUCTION. The contract shall in all respects be construed and operate as a contract made in England and it shall be governed by the laws of England.

21 WARRANTY. The Company warrants all products of its manufacturer to be free from defects in workmanship and material under normal use and service subject to clause 8 and 15. This warranty extends for the period specified by the manufacturer commencing the date of shipment and is only granted if the conditions of warranty are fully satisfied by the Customer