Terms of Business and Conditions of Sale

1. Interpretation

1.1 In these conditions:

“BUYER” means the person who accepts a quotation of the Sellerfor the sale of the Goods or whose order for the Goods is accepted by the Seller.

“GOODS” means the goods (including any instalment of goods of any part of them) which the Seller is to supply in accordance with these conditions.

“FORCE MAJEURE” shall mean any event beyond the reasonable control of the Seller and which is unavoidable notwithstanding the reasonable care of the party affected, and shall include, without

limitation, the following:

(a) war, hostilities or warlike operations whether a state of war be

declared or not, invasion, act of foreign enemy and civil war:

(b) rebellion, revolution, insurrection, mutiny, usurpation of civil or

military government, conspiracy, riot, civil commotion and

terrorist acts;

(c) confiscation, nationalisation, mobilisation, commandeering or

requisition by or under the order of any government or de jure

or de facto authority or ruler;

(d) strike; sabotage; lockout; and or embargo (except where such arise within the businesses of the Contractor), import restriction, port congestion, industrial dispute, shipwreck, shortage or restriction of power supply, epidemics, quarantine and plague;

(e) earthquake, landslide, volcanic activity, fire, flood or inundation, tidal wave, typhoon or cyclone, hurricane, storm, lightning, or other inclement weather condition, nuclear and pressure waves or other natural or physical disaster;

(f) shortage of labour, materials or utilities where caused by circumstances that are themselves Force Majeure.

“SELLER” means BR Remote Ltd (registered in England under Company Number 9846969)

“CONDITIONS” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in Writing between the Buyer and Seller.

“CONTRACT” means the contract for the purchase and sale of the goods.

“Ex Works Incoterms” shall mean the seller is required to make goods ready for collection at BR Remote place of business. All transportation costs and risks are the responsibility for the buyer.

“LIQUIDATED DAMAGES” means a genuine pre-estimate of the loss suffered by the Buyer due to the non-performance of the Seller

“WRITING” includes telex, cable, facsimile and comparable means of communication

1.2 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.

1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.

2. Basis of the Sale

2.1 The Seller shall sell, and the Buyer shall purchase the goods in accordance with any written quotation of the Seller which is accepted by the Buyer, or any written order of the Buyer which is accepted by the Seller, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer.

2.2 No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Seller.2.3 The Sellers employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in Writing. In entering into the Contract, the Buyer acknowledges that it does not rely on any such representations which are not so confirmed.

2.4 Any advice or recommendation given by the Seller or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by the Seller is followed or acted upon entirely at the Buyers own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed in writing.

2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.

3. Orders and Specifications

3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in Writing by the Sellers authorised representative.

3.2 The Buyer shall be responsible for ensuring the accuracy of the requirements and specification of any order submitted by the Buyer. Both parties shall agree on the delivery schedule, allowing the Seller sufficient time to enable the Seller to perform the Contract in accordance with its terms.

3.3 The quantity, quality and description of and any specification for the Goods shall be those set out in the Sellers quotation (if accepted by the Buyer) or the Buyers order (if accepted by the Seller).

3.4 If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expense awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which

results from the Sellers use for the Buyers specification.

3.5 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform to any applicable statutory or EC requirements or, where the Goods are to be supplied to the Sellers specifications, which do not materially affect their quality or performance.

3.6 No Contract which has been accepted by the Seller may be cancelled by the Buyer accept where the Seller shall on receipt of Written notice of cancellation from the Buyer agree to such cancellation of a Contract. Where such cancellation of a Contract is accepted by the Seller then Buyer shall pay in full the Contract price as agreed unless The Seller agrees in Writing to any reduction of the Contract price. Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of the Contract cancellation.

4. Price of Goods

4.1 The price of Goods shall be the Sellers quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Sellers published price list current at the date of acceptance of the order. All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer.

4.2 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation,

alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.

4.3 Except as otherwise stated under the terms of any quotation or given price list of the Seller, and unless otherwise agreed in Writing between the Buyer and Seller, all prices are given by the Seller on an ex works basis, and where the Seller agrees to deliver the Goods otherwise than at the Sellers premises, the Buyer shall

be liable to pay the Sellers charges for transport, packaging and insurance.

4.4 The Price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay the Seller such value added tax shall be charged at the prevailing rate at the time of invoice by the Seller.

5. Terms of Payment

5.1 Subject to any special terms agreed in Writing between the Buyer and Seller, the Seller shall be entitled to invoice the Buyer for the price of Goods on or at any time prior to the dispatch of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods it is agreed by the Buyer that once the Goods are notified to the Buyer that they are ready for collection then the Goods are deemed to have been delivered.

5.2 The Buyer shall pay the price of the Goods (less any discount entitlement but without any other deduction) prior to shipping and within 14 days of the date of the Sellers invoice, and the Seller shall be entitled to recover that price, notwithstanding that the Buyer has not collected the Goods from the Sellers premises. The Parties agree that payment of the Sellers invoice shall be the essence of the contract between the Parties.

5.3 If the Buyer fails to make payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:

5.3.1 Cancel the contract or suspend further deliveries to the Buyer;

5.3.2 Appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may deem appropriate (notwithstanding any purported appropriation by the Buyer)

5.3.3 Charge the Buyer interest (both before and after any judgement) on the amount unpaid, at a rate of 2% per annum above NatWest Bank base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest)

6. Delivery

6.1 Delivery of the Goods shall deemed of taken place at the point that the Seller informs the Buyer that the Goods may be collected from the Sellers premises on or if some other place of delivery is agreed by the Seller, by the Seller delivering the Goods to that place.

6.2 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery if the Goods however caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by the Seller in Writing. The goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.

6.3 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalment s in accordance with these conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole repudiated.

6.4 If the Seller fails to deliver the Goods (or any instalments) for any reason other than any cause by Force Majeure then the Seller shall pay the Buyer Liquidated Damages of 1% of the value of the item in delay per week up to a maximum of 10% in full and final satisfaction. Such liquidated damages is a genuine pre-estimate of the loss suffered by the Buyer and where claimed by the Buyer shall be in full and final satisfaction of any loss incurred.

6.5 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyers reasonable control or by reason of the Sellers fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may:

6.5.1 Store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or

6.5.2 Sell the Goods at the best price readily attainable and (after deducting all reasonable storage and selling expenses~) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price agreed in the Contract.

6.5.3 If the Seller is unable to deliver to the Buyer due to the Buyers account being overdue for a period of more than 1 week, the Seller reserves the right to reallocate the stock to another Buyer. If the account is overdue for a period of more than 4 weeks the Seller reserves the right to cancel the order. The Seller will not be held responsible for delivery delays caused by this reallocation or cancellation.

7. Risk and Property

7.1 Risk of damage to or loss of the Goods shall pass to the Buyer:

7.1.1 In the case of the Goods to be delivered at the Sellers premises, at the time when the Seller notifies the Buyer that the Goods are available for collection, or;

7.1.2 In the case of Goods to be delivered otherwise than at the Sellers premises, at the time of delivery, or if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.

7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, title in the Goods shall not pass to the Buyer until the Seller has received payment in full of the Invoice value as issued by the Seller

7.3 Until such time as title in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Sellers fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Sellers property, but shall be entitled to resell or use the Goods in the ordinary course of its business.

7.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold) the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer and or any third party where the Goods are stored and repossess the Goods.

7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all the moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.

8. Warranties and Liability

8.1 Subject to the conditions set out below the Seller warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of 12 months from delivery in the case of hardware and 90 days from delivery in the case of software unless detailed otherwise on a formal quotation or order acknowledgment.

8.2 The above warranty is given by the Seller subject to the

following conditions:

8.2.1 The Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow Sellers instructions (whether oral or in Writing), misuse or alteration or resale of the Goods without the Sellers approval. All individual applications should be confirmed, and if necessary checked, by the Seller. All Seller recommendations must be adhered to. The end user, operators and technicians need to have completed the recommended training offered by the Seller as part of the purchase price.

8.2.3 The Buyer agrees that no warranty shall be effective or valid where the Buyer has not paid for the Goods in full unless otherwise agreed in writing.

8.2.4 The above warranty does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller.

8.3 Subject as expressly provided in these conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

8.4 Where the Goods are sold under a consumer transaction (as defined by the Consumers Transactions (Restriction on Statements) Order 1976) the statutory rights of the Buyer are not affected by these conditions.

8.5 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the buyer) be notified to the Seller within 7 days from the date of delivery or (where the defect failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay for such e Goods as per the Invoice as issued by the Seller.

8.6 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace the Goods (or the part in question)free of charge or at the Sellers sole discretion, refund to the Buyer the price of the Goods(or a proportionate part of the price), but the Seller shall have no further liability to the Buyer.

8.7 Except in respect of death or personal injury caused by the Sellers negligence, the Seller shall not be liable to the Buyer by reason of any representation(unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any indirect, special or consequential loss or damage (whether the loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods. Except as expressly provided in these conditions.

8.8 The Seller shall not be liable to the Buyer or deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Sellers obligations in relation to the Goods, if the delay or failure was due to Force Majeure.

8.8.1

9. Indemnity

9.1 If any claim is made against the Buyer that the goods infringe or that third use or resale infringes the patent, copyright, design, trademark or other intellectual property rights of any other person, the unless the claim arises from the use of a drawing, design or specification supplied by the Buyer, the Seller shall indemnify the Buyer against all loss, damages, costs ad expenses awarded or incurred by the Buyer in connection with the claim, or paid or agreed to be paid by the Buyer in settlement of the claim, provided that;

9.1.1 The Seller is given full control of any proceedings or negotiations in connection with any such claim;

9.1.2 The Buyer shall give the Seller all reasonable assistance for the purposes of any such proceedings or negotiations;

9.1.3 except pursuant to a final award, the Buyer shall not pay or accept any such claim, or compromise any such proceedings without the consent of the Seller (which shall not be unreasonable withheld);

9.1.4 the Buyer shall do nothing which would or might initiate any policy of insurance cover which the Buyer may have in relation to such infringement, and this indemnity shall not apply to the extent that the Buyer recovers any sums under such policy or cover (which the Buyer shall use its best endeavours to do);

9.1.5 the Seller shall be entitled to the benefit of, and the Buyer shall accordingly account to the Seller for, all damages and costs (if any) awarded in favour of the Buyer which are payable by, or agreed with the consent of the Buyer (which consent shall not be unreasonably withheld) to be paid by, any other party in respect of any such claim; and

9.1.6 Without prejudice to any duty of the Buyer at common law, the Seller shall be entitled to require the Buyer to take such steps as the Seller may reasonably require too mitigate or reduce any such loss, damages, costs or expenses for which the Seller is liable to indemnify the Buyer under this clause.

10. Insolvency of Buyer

10.1 This clause applies if;

10.1.1 the Buyer makes any voluntary arrangement with its creditors or (being an individual firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstructions); or

10.1.2 An encumbrance takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or

10.1.3 The Buyer ceases, or threatens to cease, to carry on business; or

10.1.4 The Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.

10.2 If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to contrary.

11. Export Terms

11.1 In these conditions “Incoterms” means the international rules for the interpretation of trade terms for the International Chamber of Commerce as in force at the date when the Contract is made. Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these conditions, but if there is any conflict between the provisions of Incoterms and these Conditions, the latter shall prevail.

11.2 Where the Goods are supplied for export from the United Kingdom, the provisions of this clause 11 shall (subject to any special terms agreed in Writing between the Buyer and Seller) apply notwithstanding any other provision of these Conditions.

11.3The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties on them.

11.4 Unless otherwise agreed in Writing between the Buyer and Seller, the Goods shall be delivered Ex Works Incoterms The Seller shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.

11.5 The Buyer shall be responsible for arranging for testing and inspection of the Goods at the Sellers premises before shipment. The Seller shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.

11.6 Payment of all amounts due to the Seller shall be made irrevocably

12. General

12.1 Any notice required or permitted to be given to either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving notice.

12.2 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered a waiver of any subsequent breach of the same or any other provision.

12.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the provisions of these Conditions and the remainder of the provision in question shall not be affected.

12.4 The Contract shall be governed by the laws of England, and the Buyer agrees to submit to the non-exclusive jurisdiction of the

English Courts.