Brett Communications Limited

STANDARD CONDITIONS OF SALE

1. DEFINITIONS

''The Supplier'' means Brett Communications Limited

''The Customer'' means the person, firm, or company to whom this document is addressed.

''The Equipment'' means the goods to be purchased by the Customer under the Contract in which these terms and conditions are incorporated (''the Contract'').

2. ORDER ACCEPTANCE

(a) No order will be considered binding on the Supplier until

(i) it is officially accepted in writing by a duly authorised representative of the Supplier; and
(ii) until the Supplier has received a satisfactory credit clearance.

(b) The Conditions may not be modified or varied unless the Supplier agrees in writing under the signature of a Financial Controller or duly authorised representative.

The Supplier does not recognise any terms and conditions of contract whether supplied by the Customer or otherwise, unless they are expressly agreed in writing by the Supplier. Execution of, compliance with, or implementation of orders does not imply acceptance of the Customer's conditions. Acceptance of the equipment by the Customer shall be deemed to be unqualified acceptance of these conditions if such acceptance has not otherwise occurred.

(c) The Customer must accompany the order with sufficient information, including any necessary engineering or other instructions, completed technical specification, to enable the Supplier to proceed with the Contract forthwith, otherwise the Supplier may amend the prices quoted to cover any increase in cost which has taken place, and extend the time of delivery of the Equipment.

3. VALIDITY

Unless otherwise stated, all quotations by the Supplier are valid for 30 days from date of quotation. After expiry of this period, all quotations shall lapse unless revised or confirmed by the Supplier in writing.

4. PRICE

(a) The prices for the goods and services shall be those ruling at the date of the acceptance of the order.

(b) In the event that the delivery lead time for one or any number of items is more than three months the Supplier reserves the right to vary the price relating to those items to take account of variations in cost (including but not by way of limitation, cost of materials, labour, transport and any tax, fee or charge imposed by any Government or other authority, currency fluctuations, or in the rate of import duty payable on such goods taking effect between acceptance of order and delivery).

(c) All prices quoted are exclusive of Value Added Tax or other statutory sales tax, which shall be charged in addition at the rate applicable at the time of invoicing.

(d) Prices apply only to the quantities specified in the Supplier's quotation for delivery in the United Kingdom, and will not be subject to discounts other than as may be specified in the Supplier's quotation.

5. PAYMENT TERMS

(a) Unless agreed otherwise, except in the case of payments due immediately on the acceptance of an order, or on the despatch of the Equipment, the Supplier will invoice the Customer for the Contract Price in the following manner:

100% of the Contract Price on completion of Installation and Handover.

(b) All invoices must be paid not later than 30 days from date of invoice. In the event of default in payment by the due date the Supplier reserves the right to charge compound interest on money overdue accruing daily at the rate of 2% per month and to suspend delivery or terminate the contract in respect of any goods to be delivered or services to be provided and / or services to be provided and / or terminate any other order received by the Supplier from the Customer.

(c) Where the Customer requests a credit and re-invoice for the same value, the amount must be paid within 45 days of the original invoice date.

6. DELIVERY

(a) Whilst the Supplier will use reasonable endeavours to conform to any delivery date quoted no liability is accepted for delay in despatch or delivery. Delivery period quoted will commence from date of order acceptance.

(b) If the Customer is unable or unwilling to accept delivery of goods at the agreed delivery date the Supplier reserves the right to render invoices for such goods and to arrange for their storage on behalf of the Customer. In that event the Supplier
may charge the Customer the reasonable costs (including insurance) of such storage until delivery to the customer's site can occur.

7. RETENTION OF TITLE AND RISK

(a) Property in the Equipment shall not pass to the Customer until the company has received the full price for the Equipment, but risk will pass on delivery. Until the transfer of the property in the Equipment to the Customer, the Customer shall hold the Equipment as bailee. In the event of non-payment in full by the due date or of any act of bankruptcy, or in the case of a Company, liquidation or the appointment of a receiver or administrator, the Supplier shall be entitled to enter any premises or vehicles of the Customer and disconnect and remove any or all of the Equipment during normal business hours. Nothing in this condition shall confer any right upon the Customer to return or procure the return of the Equipment to the Supplier nor create any agency between the Supplier and the Customer.

(b) The Supplier will in no circumstances be liable to the Customer for loss or damage to the Equipment, however caused, after delivery to the Customer.

(c) Notwithstanding the Supplier's property in the goods the Customer shall be entitled to dispose of the goods in the course of business and to pass good title thereto to his Customer; in the event of such disposal, the proceeds of sale of such goods shall be held on trust for the Supplier, save to the extent that such proceeds exceed the aggregate of the amount owing by the Customer to the Supplier.

8. DAMAGE OR LOSS IN TRANSIT

All goods are packed carefully to ensure safe carriage in the Supplier's standard packaging which is not suitable for storage. The Customer shall not unpack the goods unless previously so agreed with the Supplier, but shall inspect the goods on delivery (or in any event within seven (7) days of delivery) for apparent loss or shortage or visible damage, and shall sign the carriage advice note accordingly. In no circumstances will the Supplier accept any claim from the Customer that the goods were not delivered in accordance with the carriage advice note after a period of longer than seven (7) days from delivery.

9. FORCE MAJEURE

The Supplier shall be relieved from liability under this contract if and to the extent that it shall be unable to carry out all or any of its obligations hereunder owing to wars, strikes, non-availability of any goods or any other cause beyond the Supplier's control.

10. CANCELLATION

The Supplier may at its absolute discretion allow the Customer to cancel an order or part of any order but in that event may make an appropriate cancellation charge to cover reasonable costs, expenses and losses incurred, the cancellation charge being a minimum of 10% (ten per cent) of the cancelled order or portion of the order.

11. LIABILITY & LIMITATION OF LIABILITY

(a) The Supplier warrants that the hardware delivered pursuant to this agreement shall be free of defects in materials and workmanship at the date of acceptance by the Customer. The above warranty shall be in lieu of all conditions and warranties, expressed or implied as to the quality or fitness for any purpose or merchantability, in respect of the goods.

(b) The Supplier shall indemnify the Customer and keep the Customer fully and effectively indemnified against any loss of or damage to any property or injury to or death of any person caused by any negligent act or omission or wilful misconduct of the Supplier, its employees, agents or sub-contractors. Except in respect of injury to or death of any person (for which no limit applies) the liability of the Supplier under this sub-clause in respect of each event or series of connected events shall not exceed £250,000 or the value of the order whichever is the less.

(c) Notwithstanding anything else contained in this Agreement the Supplier shall not be liable to the Customer for loss of profits or contracts or other indirect or consequential loss whether arising from negligence, fraud, breach of contract or howsoever.

12. DRAWINGS AND SPECIFICATIONS

Unless otherwise stipulated all specifications , drawings and particulars of weights, dimensions and performance submitted with the Supplier's proposals are approximate only and the description and illustrations contained in catalogues, price lists and other printed matter are intended merely to present a general idea of the goods described and none of these shall form part of the Agreement.

13. SOFTWARE AND FIRMWARE

Software provided by the Supplier shall remain Supplier's property or that of its licensors. The Customer is granted a non-exclusive, non-transferrable right of use of such software via the Supplier's standard software licence and/or firmware in direct connection with the equipment for which it was supplied only. The Customer may not copy or modify or disclose to a third party without the Supplier's written consent.

14. INSTALLATION

Where the Supplier is responsible for installation:

(a) Except in the case of workstation products, the Supplier will carry out a survey of the installation site in advance of delivery to advise the Customer of its suitability, including but not limited to the provision of suitable electric power, lighting, space for service access and equipment operation, and absence of damp and dust. The Customer shall promptly provide such drawings and plans of the site and structures of the site as may be necessary free of charge for the survey.

(b) The Customer shall be responsible for carrying out at its expense the structural and electrical work advised in the site survey report, in advance of the agreed delivery date, including where necessary the obtaining of planning permission and wayleaves.

(d) Where installation is delayed by the Customer by more than 30 days from the agreed date, the Supplier shall be entitled to invoice the Customer the whole of the Contract Price for the delayed system, and to levy an additional charge on the Customer for installation support.

(e) The work of other trades including but not limited to cutting away and making good wall surfaces, ceilings, floors, furniture, etc., and for any redecoration is excluded from the Contract.
14. INSTALLATION (continued)

(f) Except where expressly otherwise provided, installation prices are quoted on the assumption that work is carried out during normal working hours and proceeds without hindrance to completion. The normal working hours are 0900 to 1730 Monday to Thursday and 0900 to 1700 Friday.

15. CONFIDENTIALITY

The Supplier and the Customer shall use reasonable and normal care not to disclose at any time whether during the continuance of the Contract or after its termination to any person, firm or corporation any confidential information belonging to the other party in any manner whatsoever, including information which relates to the Customer's know-how, data, drawings or specifications except:

(i) to the extent that the receiving party can show that the information is publicly available, through no fault of the receiving party;

(ii) to the extent that the receiving party can show that the information was in its possession prior to the date of disclosure by the disclosing party;

(iii) where the party whose confidential information has been disclosed has previously given its written consent to the disclosing party to disclose the information to the receiving party;

(iv) to the extent that the receiving party can prove that the information has been independently developed within its own organisation;

(v) where the information is lawfully received from a third party which is lawfully in possession and free to disclose the information.

Nothing in this clause shall prohibit the Supplier from supplying the same or similar Equipment and Software to other parties.

16. ACCEPTANCE

(a) The Customer and the Supplier shall carry out tests on completion to show that the Equipment performs as specified when installation is completed. Such tests on completion shall be reasonable and as agreed between the Customer and the Supplier prior to order acceptance or to delivery. Any tests of the Equipment other than those normally carried out by the Supplier which may be requested by the Customer may be the subject of extra charges.

(b) Where the Supplier is not responsible for Installation, Acceptance of the Equipment will be deemed to have occurred on delivery in accordance with Condition 6.

17. WAIVER

No waiver of any breach of this Agreement shall be held to be a waiver of any other or any subsequent breach. The failure of any party to this Agreement to enforce at any time the provisions of this Agreement shall in no way affect its validity or the future rights of that party to enforce any provision.

18. HEADINGS

The headings of the terms and conditions are for convenience of reference only and do not form part of these Conditions nor affect its interpretation.

19. MAINTENANCE

Should the Customer require maintenance, this will be subject to a separate agreement between the Supplier and the Customer.

20. NOTICES

Any notice purported to be given under the Contract by the Supplier to the Customer shall be deemed to have been duly served and have been received by the Customer in due course of post, if sent by the Supplier by pre-paid letter post addressed to the Customer at the Customer's last known address.

21. LAW

The Contract shall be construed and operate as an English Contract, subject to the jurisdiction of the English Courts and in conformity with English Law.