The Customer will not apply its own trade or any other mark on goods supplied by the Company without written permission of the Company.

Should OSP be unable to perform any of its duties or obligations under the contract for any reason beyond its control, OSP cannot be held liable for any losses suffered by the Customer. Failure or delay by OSP to enforce any of the conditions does not affect OSP's right to enforce or implement these conditions in any way. If any of the conditions mentioned are held unenforceable, the remaining conditions shall not be prejudiced and shall continue in full force and respect.

The agreement shall be in accordance with English Law and supersedes any previous Agreement between the buyer and the seller. The placing of an order shall include acceptance of the following terms and conditions. Only our terms shall apply and shall not be deemed as forming part of any other contract.

1. PRICE
Prices are believed to be correct at time of going to press but may vary without notice. Goods will be invoiced at the price ruling at the date of despatch and we reserve the right to amend any errors or omissions. Value Added Tax will be added at the time of invoicing.

2. PAYMENT (changed section to meet OSP liabilities)
Responsibility of Leeds Project Management Ltd T/A Online Security Products for goods supplied via www.onlinesecurityproducts.co.uk website

3. DELIVERY (changed section to meet OSP liabilities)
OSP website offers billing an delivery address areas for completion during checkout, it is the buyers responsibility to ensure that these are supplied correctly and that postcodes etc are correct, NOTE: the delivery and billing (if the same) addresses supplied during checkoput are supplied electronically for dispatch and are the versions used for shipping.

If no specific instructions are included in the customer’s order, consignments will be dispatched by our normal route and mode of transport to the usual destination or the destination indicated on the customer’s order. CDVI Ltd accepts no responsibility for errors where written confirmation has not been received. Every effort is made to meet quoted delivery dates, but it is impossible to guarantee them. CDVI Ltd shall not be liable in any way for failure to deliver on time whatever the reason.

4. LOSS IN TRANSIT
All goods are packed to ensure safe carriage, and the company cannot accept responsibility for loss or damage in transit. Complaints of loss or damage must be notified to the carriers and CDVI Ltd within 3 working days of the date of delivery; a claim must similarly be made within 7 days of the date of delivery.

5. ACCEPTANCE OF GOODS
We reserve the right to require the customers to take delivery of goods ordered at the agreed times, or, where goods cannot be accepted at these times, to render invoices for instruments completed, payments to be effected within our stated credit terms

6. REPAIRS
All goods returned to us for repair will be inspected and repaired/replaced within 5 working days. In warranty repairs will not carry any charges, provided the products were found to be faulty due to component failure – obvious misuse or abuse of the products will invalidate any warranty, and charges will be applied the same as out of warranty repairs. Out of warranty repairs will be subject to charges which cover the labour, replacement components and carriage. Where we deem a repair to be uneconomical, we will contact you for a decision on our course of action.

7. ADVANCE REPLACEMENT
Replacement items for goods not manufactured by CDVI Ltd will only be arranged after prior agreement with manufacturer. The warranty on all goods supplied by CDVI Ltd is on a return for repair basis and not to send out advance replacements. At our discretion and only to credit account holders CDVI Ltd may agree to send out advance replacements though this service is not to be expected. CDVI Ltd shall not be liable in any way for failure of any product supplied. In particular CDVI Ltd shall not be liable for labour costs involved in replacing faulty items or fault finding.

8. RETURNED GOODS
Goods returned for credit will only be accepted if they are accompanied by our returns documents – this document can be downloaded from our website, or can be faxed/emailed to you from our office. This document must be filled in with as much information as possible, to enable us to administer the product(s) when they are received at our goods-in department. Any  goods received without the documentation will not be processed. Goods must be returned in their original boxes, complete with instructions etc, and undamaged. A minimum handling charge of 20% will be made for all goods returned for credit and all will be subject to our discretion.

9. SUITABILITY OF PRODUCT
We accept no responsibility that goods stipulated by you are sufficient for any particular purpose. Verbal instructions are accepted on the basis that CDVI Ltd will not be held responsible for mistakes arising therefrom.

10. GENERAL
In accordance with CDVI Ltd’s policy of progressive improvement, we reserve the right to alter the specification and/or price of any article without prior notice without incurring any liability. All information and data given in company literature is subject to variation and is for general information only. All goods or services referred to on outstanding invoices due to CDVI Ltd by the Buyer shall remain the absolute property of CDVI Ltd until payment of all invoiced amounts have been received and cleared. In the event of default by the buyer responsibility for payment in full of all goods and services ordered by the Buyer together with costs and interest is that of the Buyers Directors either individually or collectively. It is a condition of trading that such Directors will indemnify CDVI Ltd for all costs and losses due howsoever In the event of default by the buyer responsibility for payment in full of all goods and services ordered by the Buyer together with costs and interest is that of the Buyers Directors either individually or collectively. It is a condition of trading that such Directors will indemnify CDVI Ltd for all costs and losses due howsoever caused.

Accreditations & Warranties - Burton Safes Ltd - Jan 2009

Burton Safes are a leading supplier of domestic and commercial safes in the UK and Ireland. Our aim is to offer a high quality range of products that meet the demands of both the public and the insurance industry. We strive to back up the quality of our products with first class customer service.

Testing

Burton Safes believe in offering reliable and realistic cash ratings on their safes. As a result many of our safes are now independently attack tested to European standards, EN1143-1 & EN14450. This means that our customers can have peace of mind in the security of their safe.

Cash Ratings

These are an indication of the security level of a safe and the maximum level of money that should be stored inside it. A cash rating is what an underwriter will insure the contents of the safe for and can be multiplied by 10 times for jewellery. Therefore a £1000 cash rated safe would be suitable to store £10,000 worth of jewellery.

The cash ratings given in this brochure are only a guide and assume correct installation. Insurance companies’ ratings vary and higher or lower figures might be applied. If it is important always check with your insurance company before purchasing a safe.

Installation

Many safes are best installed by a professional locksmith or safe engineer. However, some of the smaller, domestic safes in this brochure are suitable for DIY fixing. If in doubt always consult your Burton Safes Stockist.

Warranty

Burton Safes branded products offer a 2 year warranty in respect of materials and workmanship.

Keyguard Security branded products carry a one year warranty.*

Dimensions

Unless otherwise stated all dimensions are in millimetres and are in the order height x width x depth. All weights & dimensions are approximate. They are often rounded to the nearest 5mm or 5kg. E & OE.

*Warranty applicable to the lock is limited to that offered by the lock’s manufacturer.

Terms & Conditions of A-Data Ltd - September 2009

TERMS & CONDITIONS OF SALE

1.0 Definitions

In these terms and conditions

1.1 "A-DATA  LTD” (hereafter referred to as A-DATA) registered office is situated at 53 Kent Road, Southsea, Hampshire, PO5 3HU

1.2 "Buyer' shall mean the person, organisation, firm or company from whom orders are received.

1.3 "Product(s)' shall mean the range of computer equipment, other product(s) accessories and components supplied by A-DATA from time to time.

1.4 "Order” shall mean an order placed with A-DATA at its premises.

2.0 Quotes

2.1 Quotes issued by A-DATA shall not constitute a binding contract until acceptance by A-DATA and the Buyer.

3.0 Orders, Acceptances and Cancellation

3.1   An order shall be accepted only upon and subject to the A-DATA current terms and conditions of sale. The buyer understands and agrees that future orders are subject to A-DATA Terms and Conditions. No other express terms, written or oral shall be incorporated into the contract unless confirmed in writing by a director of A-DATA.

3.2 No cancellation or amendment of any order will be accepted unless received by A-DATA in writing at least three days before the delivery date notified by A-DATA to the Buyer.

3.3 No cancellation or amendment of an order will be accepted where product(s) have been manufactured ordered or purchased by A-DATA , to meet the Buyer’s requirements or where a special price has been negotiated with the Buyer.

3.4 This does not affect any statutory rights the Buyer may have.

3.5 All prices quoted to the buyer are on the basis of full quantities specified by the buyer. A-DATA reserves the right to revise prices in the event of alteration of the quantity of product(s)s being ordered.

4.0 Price of Product(s)

An order is accepted only on the condition that the prices of the product(s) shall be those in force at the date of dispatch of the product(s). All prices and other sums payable by virtue of these terms and conditions are subject to the addition of Value Added Tax or such other tax required to be paid by law at the rate for the time being in force. Prices are also exclusive of installation charges and carriage fare.

4.1 Where an estimate or quotation is given and is based on information supplied by the Buyer and that information is subsequently changed or proves to be incorrect, A-DATA reserves the right to increase the price or cancel the order.

5.0 Product(s) Specification

The Buyer shall, within 21 days from, and including the date of the delivery of the product(s), carry out, at its own expense tests to ensure that the product(s) satisfies the buyer reference specification as set out in the delivery note, and shall notify A-DATA in writing within such 21 day period of any failure of the product(s) to meet the referenced product(s) specification. If no such written notice is received by A-DATA within such 21 days, the Buyer shall be deemed to have accepted the product(s) as satisfying the product(s) specification. A-DATA reserves the right to alter such specifications without prior notice to the customer and without liability on the part of A-DATA and no warranties are given by A-DATA in respect of such alterations.

6.0 Delivery

6.1 The Buyer shall at the time of placing an order with A-DATA specify, in writing, the dates, addresses and any general instructions for the delivery of the product(s).

6.2 A-DATA shall use its best endeavours to supply and deliver the product(s) in accordance with any such dates, addresses and any general instructions specified by the Buyer.

6.3 The Buyer shall pay reasonable delivery charges to A-DATA.  Such charges shall be published from time to time by A-DATA.

6.4 This does not affect any other rights or remedies A-DATA may have.

7.0 Risk & Title

71 Risk in the product(s) shall pass from A-DATA to the Buyer on delivery of the product(s) to the Buyer or the specified delivery address advised by the buyer.

7.2 The title of the product(s) shall remain the property of A-DATA until payments of all sums owing to A-DATA on any product(s) have been discharged in full.

7.3 The Buyer shall not interfere with any of A-DATA’s distinguishing marks or labels attached to the product(s) before the product(s) have been paid for in full.

7.4 The Buyer shall store the product(s) separately from any other product(s) until they become the Buyer's property or they are attached to or incorporated in other product(s) or they are delivered to a Purchaser by the Buyer.

7.5 If the Buyer sells the product(s) to a Purchaser, ownership of the product(s) will pass to the Buyer immediately before the product(s) are delivered to the Buyer's Purchaser and the Purchaser shall hold the proceeds of the sale on trust for A-DATA in a separate bank account, A-DATA may trace the proceed of the sale that the Buyer receives into any bank or any other account that the Buyer maintains. A-DATA may also by written demand require the Buyer to assign to A-DATA the Buyer's rights to recover the price from its Purchaser.

a) In consideration of A-DATA agreeing to supply product(s) to the Buyer and entering into this agreement with the Buyer, the Buyer hereby agrees absolutely to assign to A-DATA the Buyer's right to recover from the purchaser the       price of product(s) supplied (by way of purported sale or otherwise) by the Buyer to the purchaser in respect of which product(s) the Buyer has not paid A-DATA in full at the time of the said supply to the purchaser.

b) No further action will be necessary by either A-DATA or the buyer to convert this agreement to assign into an absolute assignment, which assignment will be deemed to come into affect simultaneously with the supply of any product(s) by the buyer to the purchaser.

c) Nothing in these provisions shall prevent A-DATA from recovering the price of product(s) supplied to the Buyer directly from the Buyer at any time, save that where A-DATA recovers the price from the purchaser by reason of the above assignment credit will be given to the buyer for any part of the price so recovered.

d) Nothing in these provisions shall be taken by way of implication or otherwise as conferring on the Buyer the right to sell or otherwise transfer possession of product(s) supplied by A-DATA to the buyer.

7.6 At no time must the buyer add labels to machines as warranty will be invalidated.

8.0 Payment

8.1 All credit customers must complete a credit application form which A-DATA will submit to Barclays Bank for credit approval. A credit line will only be offered on Barclay’s approval.

8.2   A-DATA shall render an invoice on delivery of the product(s) to the Buyer. Payment for the product(s) delivery charges and any taxes shall be due and payable by the Buyer to Barclays Bank plc.  not later than 30 days from the date of invoice unless specifically agreed otherwise, and without the right of deduction or set off. Unless terms of credit have been agreed, all product(s) supplied by A-DATA must be pre-paid by the Buyer.

8.3 All credit account invoices are assigned to Barclays Bank plc to whom payment must be made and whose receipt therefore is valid.

8.4 A-DATA's rights under the agreement will not be affected by any forbearance or concession made by A-DATA.

8.5 The Buyer shall immediately notify A-DATA in writing in the event of the following.

a) Change or alteration in your trading name.

b) Change of banker.

c) Any change of Directors, Principals and Partners.

d) Change of your address or that of any Director, Principals or Partners.

A-DATA shall be at liberty at any time to vary or suspend any terms of credit or credit limit given to the Buyer.

9.0 Warranty

9.1 A-DATA warrants that the product(s) shall be free from defects in materials or workmanship. The period of such warranties shall be as set in the current price list. The warranty period shall commence on the date of despatch of the product(s) to the Buyer. Any alleged defects in the product(s) must be notified in writing within 21 days of receipt of the product(s). 

9.2 In the event of any established breach of warranty, A-DATA shall repair or replace in its absolute discretion any defective product(s). The Buyer shall be liable for the delivery charges incurred in returning the defective product(s) to A-DATA, but shall not be liable for the cost of the repair or the replacement of the product(s) to the Buyer.

9.3 Repairs undertaken by A-DATA under the terms of its warranty are guaranteed for 90 days from the date of dispatch to the Buyer.

9.4 Where A-DATA in its absolute discretion replaces any defective product(s), the warranty on such replacement product(s) shall continue in effect for the remainder of the unexpired term of the warranty commencing from the date of dispatch of the defective product(s). Replaced product(s) become the property of A-DATA

9.5 The warranty shall not cover any defect caused:

a) by fair wear and tear.

b) in whole or in part by the negligence of the buyer or a user.

c) by improper or unauthorized use of the product(s) including any attempt to carry out repairs or modifications to the product(s).

d) by causes external to the product(s).

9.6 The buyer shall have no claim for loss of profits or contracts or consequential loss which may be suffered by the buyer or by any third party arising out of such breach of warranty.

9.7 Failure by the customer to settle accounts rendered for product(s) supplied will render the warranty null & void.

9.8 Returns Procedure

a) The customer shall be responsible for the cost of carriage and insurance in respect of all product(s) returned by the buyer to A-DATA for repair, replacement  or credit which product(s) will be at the risk of the buyer until actual receipt there of A-DATA.

b) A-DATA will not accept returned product(s) for repair, replacement or credit unless such a return has been agreed in advance and the product(s) are received in stock condition, original packaging and clearly marked with the appropriate "Returns Materials Authorisation' number issued by A-DATA at the time of the intent to return the product(s) is notified to it together with a full description of any alleged defect.

c) Any notification of return dead on arrival (DOA) product(s) must be made no later than 7 days from the date of invoice.

d) A-DATA reserves the right to determine whether returned product(s) will be repaired, replaced or credited under absolute discretion of A-DATA.

e) A-DATA reserves the right to levy a surcharge of 25% of the value of the product(s) to the buyer in the event of returned product(s) being found to be in working  order in accordance with the specifications of the order

f) A-DATA reserves the right to replace product(s) with product(s) considered by A-DATA to be equal specifications to the product(s) being replaced.

g) Notwithstanding, A-DATA will not be liable to any claim of value greater than the product(s).

10. Storage

In the event that written dates, addresses and general instructions for delivery of the product(s) are not notified to A-DATA at the time of placing the order, A-DATA shall be entitled to store the product(s) and the buyer shall be liable for the reasonable cost of such storage.

11. Design Changes

 A-DATA reserves the right to supply product(s) with design and specification changes as technological development may require without prior notice.

12. Intellectual Property

The Buyer shall promptly notify A-DATA of any claim received by the Buyer alleging an infringement of patent or other intellectual property rights of a third party. A-DATA will refer such matters forthwith to the manufacturer of the product(s). The Buyer shall co-operate with A-DATA in defending any patent or other right claimed in respect of the product(s) and the Buyer shall execute all such documents and do all things as A-DATA may require pursuant thereto. A-DATA shall not be liable to the Buyer in respect of any patent infringement or claim based upon the use of product(s) or a part thereof modified for use in connection with equipment or devices not supplied by A-DATA or in a manner for which the product(s) were not designed. Liability is further limited to use of the product(s) in countries for which patent protection has been obtained.

13. Force Majeure

A-DATA shall not be liable for any failure to supply and/or deliver product(s) for any incomplete supply or delivery or for any damage to or defect in the product(s) caused by strikes, lockouts, labour disturbances, Acts of God or any reason beyond A-DATA's control including any act or default of A-DATA 's own suppliers, the Buyer or third parties.

14. Representation

 No agent of A-DATA has authority to make oral representations prior to or after placing an order. Nor, subject to Clause 2.1 has any agent of A-DATA     authority to vary or modify the terms and conditions herein unless confirmed in writing by a director of A-DATA.

15. Termination

 A-DATA may immediately terminate this contract and claim damages from the Buyer if the Buyer:

 a) does not or not in time or not properly fulfil its obligations under this contract.

 b) suffers distress or execution to be levied against it, makes or proposes to make any arrangement with its creditors, becomes bankrupt or, being a  company, goes into liquidation (other than voluntary liquidation for the purposes of re-organisation), or Receivership or have an administrative receiver appointed.

16. Health & Safety

The buyer shall take all reasonable steps to ensure that product(s) are used in accordance with any relevant information or advice which A-DATA may make available to the buyer including without limitation drawing the buyer attention to A-DATA Company’s instructions and warnings relating to the safe and proper use of the product(s).

17. Assigned Invoices

Where an invoice has been assigned to a third party, any terms and conditions applied by the assignee shall be in addition and not supersede the terms and conditions of A-DATA

18. Governing Laws

These terms and conditions shall in all respects be construed under the Law of England.

Version 1 JR 16.11.07

Warranty Statement

Introduction

Genie CCTV Limited promotes and sells a portfolio of products manufactured to the highest quality standards and with a reputation
for reliability. Despite our best attempts there are occasions when products do fail to perform and we realise the frustration this can lead to.
Our Warranty Statement and Returns Procedure apply to all products purchased directly from Genie CCTV. If the product has been purchased via one of our distribution partners it should be returned to the place of purchase.

Warranty Statement

All Genie CCTV products are covered by a warranty for a defined period (see Product Warranty Table opposite), valid from the date
of invoice. Where the product is not part of the “Genie” brand structure we will adhere to the warranty issued by the manufacturer e.g. LG
Electronics The warranty guarantees that products are free from defects in workmanship and materials, but not against normal “fair wear and tear”, wilful or accidental damage, abnormal working conditions, incorrect installation, damage caused by electrical sags/surges, lightning
strikes or other acts of nature.

Data stored on HDD’s (Hard Disk Drives) is not covered under this warranty and Genie CCTV bears no liability for loss of data held on such
devices.

Genie CCTV will have no liability for expenses that may be incurred for the de-installation or reinstallation of their products. This includes
travel, labour and equipment hire costs.

Product Returns

Product can only be returned to Genie CCTV by first obtaining a Return Material Authorisation (RMA) number. This applies equally to product returns, credit returns and advance replacements. To obtain a RMA number simply telephone our Returns Department and ask for a Returns
Number. They will ask for either the original invoice number or the purchase order number under which the goods were originally
supplied, the products serial number and request a full description of the fault. Returns will only be accepted from the customer who originally purchased the goods from Genie CCTV and the Returns Number must be clearly stated on the packaging and accompanying paperwork.
Goods under warranty will be repaired, replaced or refunded in that order.

Credit Notes will only be issued if the goods cannot be repaired or replaced. The value of the Credit Note will be as the original invoice value.
Products must be returned with freight prepaid within 30 days of obtaining a RMA number. Failure to do so will invalidate the RMA number
and the Returns Department need to be contacted to issue a new RMA number.

When returning goods please address them to:- Genie CCTV Returns Department, CCTV House, City Park, Watchmead, Welwyn Garden City, Hertfordshire AL7 1LT Genie CCTV will reject unauthorised product returns or freight charges relating to product returns. Items received which have no valid RMA number or are not listed on the RMA will be returned to sender at the senders expense.

All returned product will be evaluated by our Technical Department to assess the warranty status and the product operability. Customers
will be informed on the outcome of the evaluation process

Warranty Repair

Genie CCTV will repair or replace any product that fails within the terms of limited warranty in effect at the time of purchase. The warranty
commences from the date of invoice and varies according to the product category. For all warranty repairs Genie CCTV will provide, free of charge, all necessary labour and materials. The repaired product will be returned carriage paid to the sender.

Non-Warranty Repair

If products are returned and found to be “out of warranty” Genie CCTV will provide, upon request, the customer with an estimate of the
repair cost. If the customer agrees to the cost of repair Genie CCTV will require an authorised Purchase Order from the customer to cover the
repair.

Refunds

Genie CCTV only issue product refunds if we are unable to repair or replace faulty items. This also only applies to products still within their

warranty period.

Products ordered in error, or unwanted, can be returned to Genie CCTV within 30 days of their invoice date, but the following conditions apply:
A re-stocking charge of 20% will be applied, but the returned item must be unused, returned complete with all the original packaging and
documentation, unmarked and in a saleable condition.

Goods “ordered in error” purchased in excess of the above 30 day limitation shown above may also be returned at the discretion of Genie
CCTV. If approved we will apply a re-stocking charge of 25% subject to the same conditions listed above.

Advance Replacements

An advanced replacement is a new or like-new product and carries a full warranty, as per the relevant product category in the Product
Warranty table. Advanced replacements can only be arranged for products purchased within 30 days from date of invoice.

Genie CCTV will ship out advance replacements within the mainland United Kingdom on a next business day service. An RMA number must be
obtained from our Returns Department - they will need the original invoice number and a full description of the fault in order to issue the
RMA number.

A Purchase Order must be raised to cover the cost of the goods concerned plus any applicable carriage costs. Genie will raise an invoice for the replacements and carriage with the customer RMA number quoted on the invoice.

Upon receipt of the failing product it will be fully tested and inspected, and if found to be faulty and in warranty Genie CCTV will raise a
credit note for the advance replacement invoice. If the product is found to be nondefective it will be returned to the customer and the invoice for the advance replacement will remain outstanding.

It is vitally important that any returned product is suitably packaged and it is the responsibility of the sender to ensure that products are correctly protected. Packaging must provide sufficient mechanical protection for the contents, with all parts packed securely inside. Electrostatic protection should be used on exposed electronic components e.g. PCB Cameras.

Service Replacements

Genie CCTV can provide a limited number of Service Replacement items for certain product categories; these being Genie and LG Digital
Video Recorders, LG Fully Functional Dome Cameras and our range of Genie Professional CCTV Monitors.

Service replacements are graded according to age but none are more than two years old.

Requests for a service replacement can only be progressed if Genie has the comparable product available. Customers will be treated on
a “first come, first serve” basis.

Customers are expected to prioritise the return of the failing product and we in turn will expedite the repair, if under warranty, and return of said product. If the returned product is found to be out of warranty Genie will advise the cost of repair.

If a service replacement is requested, Genie will issue a Service Replacement Agreement which must be completed and returned within
7- days.

Genie also require a purchase order to be raised to the value of £500.00 (excluding Value Added Tax), which will be held pending the
return of the Service Replacement. If the Service Replacement is not returned within 14-days, following the repair or replacement of
the original unit, Genie CCTV reserve the right to invoice the goods using the associated purchase order.

Terms and Conditions of Sale GFE 15/05/09

Any and all contracts of sale by Global Fire Equipment Ltd.(the Company) shall be subject to these conditions.

‘The Customer’ is the person, company or firm that orders the goods or services supplied by the Company.

‘Goods’ are any goods or services supplied by the Company.

Any drawing, description or specification given by the Company in respect of the Goods shall not form part of any contract of sale with the Company.

The Customer accepts responsibility for assessing the suitability of any Goods supplied, for any purpose that he requires.
No order shall be binding on the Company unless accepted in writing.

No order given to the Company may be cancelled unless agreed by the Company in writing.

The Company shall sell, & the Customer shall purchase the Goods in accordance with the written order of the Customer accepted by the Company in writing, this will form the Contract.

Each order received by the Company is accepted as a different contract. Any previous orders or contracts are completely separate, and cannot have any effect on a new contract.

Where the order acceptance is on terms different from those within these conditions, these conditions shall prevail if there is any dispute.

The price payable for Goods, shall be the price specified in the order. The Company reserves the right to increase prices without prior notice. The goods remain the property of the Company until fully paid for, including any VAT, any local taxes, carriage charges and any interest accrued.

Prices quoted or published are minus any VAT or additional taxes that prevail at the time of sale. The Customer will pay any VAT or additional taxes that prevail at the time of sale.

Payment for the Goods will be made in the currency displayed on the invoice supplied shortly after the supply of the Goods.

 

Payment is to be to the Companies office on the first day of the month as stated on the invoice. Payment becomes due on the first day of the month, the second month after dispatch. ( ie. Goods supplied in January will be due for payment on the first day of March.) . All payments shall be made in full without deduction in respect of any counterclaim however arising. If the Customer fails to make due payment under the contract, the Company shall be entitled to interest at the rate of 4% above the base rate of Lloyds TSB from the time the invoice becomes due until the time payment is received. If the Customer fails to make any due payment, the Company shall be entitled to treat the contract as repudiated by the Customer. The Company reserves the right to put a Customers account on hold (refuse to supply further goods) as soon as it deems necessary to protect itself from bad debt. Deferred payments are only acceptable on the express permission of the Company in writing and signed by the Managing Director. As soon as the Customer becomes overdue on any payment, the total amount outstanding, including any amount not yet due, will become due, and will be paid by the Customer to the Company on demand. If the Customer is levied any resolution or petition for winding up or the Customer receives a petition for bankruptcy or an administration order, all monies owing to the Company will immediately become due, and will be paid immediately.

The Customer will furnish the Company with any relevant information regarding timed delivery and address to which goods are to be delivered promptly. Normal delivery terms are ex works, however the Company will on the request of the Customer arrange delivery at the Customers expense. The Company reserves the right to use whatever means at its disposal to have the goods delivered. Any delivery time indicated by the Company is estimated only, and will not form any part of a contract. Delivery shall be deemed to take place when the goods arrive at the delivery address, before unloading. The Company does not accept liability for any damage caused in transit if the goods have been signed for without any indication of damage on the delivery docket at the time of delivery. In any case, all and any claim for damaged goods must be received in writing by the Company within seven days of receipt of goods. If the Customer refuses delivery or returns goods that where ordered the Customer will reimburse the Company for any expense incurred and will pay a handling charge of not more than 10%. All risks in the goods shall pass to the
Customer on delivery.

All patent, design, or copyright, will remain the absolute property of the Company.

The Company shall not in any event be liable for any special, indirect or consequential loss, damage, costs or claims for any defective material or goods supplied, the Companies only liability will be to replace any defective items that fail within twelve months of sale. Any goods returned as defective and subsequently found to be in good condition will incur a handling charge of not more than 10% of the value of said goods.

The Customer will not apply its own trade or any other mark on goods supplied by the Company without written permission of the Company.

Should the Company be unable to perform any of its duties or obligations under the contract for any reason beyond its control, the Company cannot be held liable for any losses suffered by the Customer. Failure or delay by the Company to enforce any of the conditions does not affect the Companies right to enforce or implement these conditions in any way. If any of the conditions mentioned are held unenforceable, the remaining conditions shall not be prejudiced and shall continue in full force and respect.

 

Returns Policy

(1) Warranty period
(1a) All products which are manufactured by Global are warranted for a period of 12 months from date of purchase.
(1b) Our warranty covers any defects in materials and workmanship in our hardware products. This warranty does not cover problems that result from:

(1c) Goods of other manufacturing origins will be subject to those manufacturers’ conditions and policies which are beyond our control.
(2) Return of goods under warranty
(2a) All goods returned under warranty must be accompanied by paperwork stating customers name, reference number, items being returned, and a brief description of the fault.
(2b) Items returned without any fault specified will incur a £10.00 inspection fee.
(2c) Goods found to be faulty within the manufacturers warranty terms will be repaired without charge or credited in full.
(2d) Items returned under warranty which are in an unsaleable condition e.g. holes drilled in cabinets, scratched/dirty enclosures, paint smeared on products etc., cannot be considered for credit irrespective of whether the unit is in or out of warranty.
(3) Return of goods not under warranty
(3a) Goods not under warranty must be accompanied by paperwork stating customers name, reference number, items being returned and a brief description of the fault.
(3b) Items returned without any fault specified will incur a £10.00 inspection fee.
(3c) Labour charges for work carried out on goods not within the warranty period will be charged at £20.00 per hour. No repair work will be carried out without your consent and any additional charges e.g. replacing components, repackaging etc, will be made known at time of occurrence.
(4) Items returned for credit
(4a) Items returned for credit will incur a 10% restocking fee
(4b) When retesting, repair or repackaging of equipment is required before it can be restocked any charges made will be in addition to the 10% handling fee.
(4c) Any goods requiring credit must be no more than 6 months old.
(5) Replacements
(5a) No replacement items will be sent without an appropriate order.
(5b) Account customers will be invoiced as per Global’s standard terms.
(5c) A pro-forma invoice will be raised for non account customers. Payment in full must be received before goods are dispatched.
(6) Inspection.
(6a) Goods arriving at customers premises should be inspected for damage, as once signed for the goods become the responsibility of the customer, and any damage not noticed at signing will be the customer’s responsibility.
This policy is subject to change or revision at any time by the company without prior notice.

TERMS AND CONDITIONS

1. DEFINITIONS

“TDSi” means Time and Data Systems International Limited or TDSi Revenue Systems Limited (as the case
may be) and where the context so admits or requires their employees and authorised sub-contractors.
“Buyer” means the person, firm or company ordering the System from TDSi.
“Conditions” means these terms and conditions set out below, including any Special Conditions.
“Contract” means the contract for sale and purchase of the System and/or the licensing of software made
between TDSi and the Buyer.
“Documentation” means all the software information and data (including the Software and any documentation
for the Software) which is provided to the Buyer howsoever recorded.
“Site” means the location at which the System is to be installed.
“Software” means any computer program or suite of computer programs, howsoever recorded comprised in or
supplied for use with the System.
“Special Conditions” means any specific terms set out in any written quotation or written acceptance of order
by TDSi.
“System” means all and any products, goods, services and/or equipment detailed on the acceptance of order
and where the context so admits shall include any Software.

2. APPLICATION, QUOTATIONS AND ORDERS

2.1 All Contracts are entered into upon these Conditions.
2.2 If there is any conflict between the Conditions and the Special Conditions then the Special Conditions shall
prevail.
2.3 These Conditions (if any) shall prevail over any inconsistent terms, conditions, warranties or representations
referred to in the Buyer’s order or in correspondence or elsewhere and any terms, conditions, warranties or
representations to the contrary are hereby excluded to the fullest extent permitted in law. No variation or waiver
of or addition to the Contract shall be binding unless expressly agreed or confirmed in writing and signed by a
Director of TDSi.
2.4 The Conditions shall also apply to any subsequent agreement between TDSi and the Buyer for the sale and
purchase of spare parts or upgrades or other equipment.
2.5 Any quotation is given on the basis that no Contract shall come into existence until TDSi despatches a written
acknowledgement of order to the Buyer. Any quotation is valid for a period of 30 days only from its date,
provided that TDSi has not previously withdrawn it.
2.6 An order placed by the Buyer shall constitute an offer subject to these Conditions and any Special Conditions.
Acceptance of such order (which shall constitute the Contract) shall occur only when TDSi issues a written
acknowledgement of order to the Buyer or if TDSi delivers the System to the Buyer.
2.7 The Buyer warrants the accuracy of any order submitted to TDSi.
2.8 A Minimum Order Value of £50 (Fifty pounds GBP) will be applied to all orders.

3. PRICES

3.1 The price(s) payable for the System shall be the price(s) ruling at the date of despatch.
3.2 All prices are and shall be paid in pounds sterling and, unless otherwise agreed in writing, are exclusive of the
costs of carriage, packing, insurance, VAT and any other applicable taxes which shall be paid by the Buyer.
3.3 When the System includes custom printed magnetic cards TDSi reserves the right to adjust the contract quantity
by up to or minus 10% and to vary the prices payable accordingly.

4. PAYMENT AND CANCELLATION

4.1 TDSi reserves the right to call for the payment of a deposit, which will fall due for payment on submission of
order. If the Buyer’s order is not accepted by TDSi then the deposit shall be refunded to the Buyer. If the Buyer
cancels its order prior to the date of despatch pursuant to Condition 4.3, then the deposit shall be refunded
subject to the right of TDSi to apply the deposit towards payment of any cancellation charges arising thereunder.
4.2 Payment of all fees due under the Contract shall be made in cleared funds thirty (30) days from the date of
TDSi’s invoice. For overseas customers (being customers outside of the United Kingdom) payment shall be
made by irrevocable letter of credit issued or confirmed by a London clearing bank in terms acceptable to TDSi.
Time for payment shall be of the essence.
4.3 TDSi may accept cancellation of the Buyer’s order up to 30 days before the despatch of the System upon
payment of a cancellation charge of 15% of the total price of the System. Such acceptance of cancellation shall
not be effective unless confirmed in writing by TDSi. Additional charges shall be made where the System is
customer designed or is adapted or upgraded to meet the Buyer’s special requirements.
Issue 3 July 2006
4.4 The Buyer shall make all payments due under the Contract in full without any deduction whether by way of setoff,
counterclaim, discount, abatement or otherwise unless the Buyer has a valid order issued by a court of
England or Wales requiring an amount equal to such deduction to be paid by TDSi to the Buyer.
4.5 Interest shall be payable by the Buyer on any money which is not paid by it to TDSi under the Contract by the
due date for its payment (“the Due Date for Payment”). Such interest shall accrue and be calculated on a daily
basis, both before and after any judgement and until the date on which it is actually paid., at a rate equivalent to
the rate prevailing at the Due Date for Payment as prescribed by the Secretary of State pursuant to section 6 of
The Late Payment of Commercial Debts (Interest) Act 1998. Interest shall be compounded quarterly and be
payable on demand
4.6 If the Buyer shall at any time default in payment of the price on the due date or if the Buyer’s credit standing is at
any time in the opinion of TDSi impaired for any other reason TDSi may without prejudice to any other of its
rights:
4.6.1 demand immediate payment for so much of the System and or the Software as has been delivered to
the Buyer: and/or
4.6.2 withhold all deliveries of the System or the Software, any other products to be supplied to the Buyer
under any other contract and any spare part until such payment is made in full: and/or
4.6.3 cancel the Contract without any further liability to the Buyer; and/or
4.6.4 supply the System and or the Software on such terms as to payment as TDSi may require.

5. DELIVERY, RISK AND TITLE

5.1 If the price includes costs of carriage, TDSi shall select the route and means of transport for delivery and,
subject to Condition 5.2, TDSi shall deliver at the Site (if named in the Special Conditions) or otherwise at the
Buyer’s premises.
5.2 Where the Special Conditions provide for delivery Ex-Works, CIF, FOB or FOB Airport or on the basis of any
other relevant trade terms the meaning of such term contained in ICC Incoterms (1990) as amended shall apply
to the extent that it is not inconsistent with any of the Conditions of or the Special Conditions.
5.3 Delivery dates and any dates for installation or for acceptance are approximate only and shall not be of the
essence of the Contract. TDSi shall be under no liability for any loss, injury, damage or expense consequent
upon any delay in adhering to any such date from whatever cause including its negligence. Delay shall not
entitle the Buyer to cancel any order or to refuse to accept delivery of all or any of the System or the Software or
of all or any other equipment pursuant to any contract between TDSi and the Buyer.
5.4 Unless the Special Conditions provide otherwise, risk in the System shall pass to the Buyer on delivery. If
delivery is effected by any of the means set out in 5.2 above, then risk in the System shall pass to the Buyer in
accordance with the relevant ICC Incoterm used in the Special Conditions.
5.5 If the Buyer fails to accept delivery on the date delivery is offered the Buyer shall pay all costs and expenses of
storage and any additional costs of carriage and any other costs or expenses incurred. The System shall for all
purposes be deemed to have been delivered to the Buyer on the date of the first attempted delivery of the
System and may be invoiced to the Buyer accordingly.
5.6 TDSi reserves the right to deliver the System in separate instalments. Each instalment shall be a separate
Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer
to repudiate or cancel any other Contract or instalment.
5.7 The Buyer shall notify TDSi and the carrier in writing within 3 days of delivery of any damage or, shortage failing
which TDSi will accept no liability for damage or loss.
5.8 The Buyer shall notify TDSi in writing if delivery has not been made within 28 days of receipt of notice that
despatch has been made, failing which TDSi will accept no liability for damage or loss. Any liability of TDSi for
any non delivery of the System shall be limited to replacing the System within a reasonable time.
5.9 TDSi shall not be liable for failure or delay in performing any of its obligations by reason of any circumstances
outside its control including (without limitation) act of God, war, riot, labour dispute, accident, breakdown of plant
or machinery, failure or shortage of power supplies, fire, flood, drought, explosion, difficulty in obtaining
workmen, materials, equipment, software or transport, refusal of any licence or permit or
any order, sanction or request of any government or governmental authority.
5.10 Until payment in full has been received by TDSi (in cash or cleared funds) for the System and any other goods
supplied under this or any other contract between the Buyer and TDSi:
5.10.1 the property in the System shall remain in TDSi; and
5.10.2 the Buyer will not remove the System, or allow it to be removed, from the Site or from the premises of
the Buyer (other than to the Site); and
5.10.3 the Buyer will keep the System in good condition and complete and marked as the property of TDSi and
will not allow the System to
become the subject of any charge or lien, whether by operation of law or purport to sell (or otherwise
seek to dispose of or to transfer)
the System and will allow inspection of the System by TDSi at reasonable times;
Issue 3 July 2006
5.10.4 the Buyer shall store the System separately from all other goods such that it remains readily identifiable
as TDSi’s property, and keep it insured on TDSi’s behalf for its full price against all risks to the
reasonable satisfaction of TDSi. On request the Buyer shall produce the policy of insurance to TDSi.
5.10.5 the Buyer grants TDSi, its employees and agents, an irrevocable licence at any time to enter any
premises where the System is stored in order to inspect or repossess them.
5.10.6 TDSi may maintain an action against the Buyer for such total price notwithstanding that title to the
System has not passed or that the Contract has terminated.
5.10.7 The Buyer’s right to possession of the Goods shall terminate immediately if:
(a) the Buyer has a bankruptcy order made against him or makes an arrangement or composition
with his creditors, or otherwise takes the benefit of any statutory provision for the time being in
force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of
creditors (whether formal or informal), or enters into liquidation (whether voluntary or
compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or
amalgamation, or has a receiver and/or manager, administrator or administrative receiver
appointed of its undertaking or any part thereof, or documents are filed with the court for the
appointment of an administrator of the Buyer or notice of intention to appoint an administrator is
given by the Buyer or its directors or by a qualifying floating charge holder (as defined in
paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition
presented to any court for the winding up of the Buyer or for the granting of an administration
order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or
possible insolvency of the Buyer; or
(b) the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his
property or obtained against him, or fails to observe or perform any of his obligations under the
Contract or any other contract between TDSi and the Buyer, or is unable to pay its debts within
the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or
(c) the Buyer encumbers or in any way charges any of the System.

6. INSTALLATION (UK only)

6.1 If agreed in writing, TDSi will install the System.
6.2 Installation where agreed will be made between 9 am and 5p.m. Monday to Friday inclusive (excluding public
holidays). Installation outside these hours will be charged for in addition.
6.3 The Buyer shall prepare the Site for the System and provide free access thereto and to any services or facilities
(including suitable mains power points) that may be required for the installation. Equipment to which the System
is to be connected must be in place and operational. TDSi reserves the right to render an additional charge if the
Site is not properly prepared for installation of the System.

7 WARRANTY

7.1 Except where TDSi may otherwise expressly provide in writing and subject to clause 7.2, TDSi warrants its
products (excluding any software) for a period of 15 months (“the Warranty Period”) from the date of despatch.
However, a three year warranty from the date of despatch will be applied if products (excluding any software)
are fully registered online and warrants that:
7.1.1 the System shall be free from defects in design, workmanship and materials (other than defects
attributable to ordinary wear and tear) and, where applicable, shall meet the specifications referred to in
the Special Conditions. If the System does not conform to such a warranty TDSi shall at its option:
(a) repair or replace the System or the relevant part of it found by TDSi in its sole judgement not to
conform to the warranty (all parts replaced by TDSi becoming the property of TDSi); or
(b) take such steps as TDSi deems necessary to bring the System into a state where it is free from
such defects or meets such specifications.
7.1.2 the Software shall conform to its published specification (although no warranty is given that use of the
software will be uninterrupted or error free) and if it does not, TDSi shall, at its discretion, replace the
software or correct it so that it conforms to the specification.
7.2 If the System or any part thereof is the subject of a third party manufacturer’s guarantee, then the Warranty
Period shall be restricted in duration to the length of the unexpired period of such third party manufacturer’s
guarantee.
7.3 Subject as herein provided, the aggregate liability of TDSi in contract, tort (including negligence or breach of
statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or
contemplated performance of the Contract shall in no event exceed the price payable or paid by the Buyer for
the System and/or the Software and performance of either one of the options in clause 7.1 above under the
above warranties shall constitute an entire discharge of TDSi’s obligations under the above warranties.
7.4 The above warranties are conditional upon the Buyer:
7.4.1 providing TDSi with adequate written notice of the alleged defect within the Warranty Period;
Issue 3 July 2006
7.4.2 affording TDSi reasonable opportunity to inspect the System on Site or returning the software;
7.4.3 installing, using and maintaining the System and/or the Software in accordance with any instructions or
recommendations of TDSi it is
serviced annually by TDSi or a person approved by TDSi and not subjecting the System and/or the
Software to any abnormal or
excessive use or to misuse, abuse, neglect, accident, improper alteration or modification or negligence
in use, storage, transportation or
handling.
7.4.4 As regards defects in design the design in question not having been made, furnished or supplied by the
Buyer.
7.5 If any claim made under the above warranties is found not to be covered by it any costs of investigation, repair
or replacement shall be paid by paid by the Buyer.
7.6 The above warranties may not be assigned without prior written consent of TDSi.
7.7 Where the Special Conditions include the giving by TDSi of a ‘Lifetime Warranty’ then this shall mean a warranty
given by TDSi on the above terms but where the Warranty Period is for the expected life of the System as
notified in the relevant trade literature specified by TDSi and which relates to the System; or, if not so specified,
a maximum of five years from the date of delivery.

8. LIABILITY

8.1 TDSi does not exclude liability for;
8.1.1 death or personal injury resulting from the negligence of TDSi or of its employees whilst acting in the
course of their employment (to the extent the law does not permit such liability to be excluded); or
8.1.2 direct physical loss of, or damage to, the property of the Buyer which is directly attributable to TDSi’s
breach of contract, negligence or other cause (to the extent the law does not permit such liability to be
excluded) provided that in no case shall the amount of such liability in respect of any one incident or
series of incidents arising from a common cause exceed £100,000; or
8.1.3 any matter which it would be illegal for TDSi to exclude or attempt to exclude its liability; or
8.1.4 fraud or fraudulent misrepresentation.
8.2 Save as provided in Conditions 7 and 8 TDSi shall have no liability to the Buyer in respect of any defect or
malfunction in the System, the Software or the Documentation or other breach of contract of whatsoever nature
or other default or negligence on the part of TDSi, its employees, sub-contractors or agents and all conditions,
warranties, terms or representations whether express or implied statutory or otherwise are hereby excluded to
the fullest extent permitted by the law. Without prejudice to the generality of the foregoing, TDSi shall not be
liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise,
in each case whether direct, indirect or consequential, or any claims for consequential compensation
whatsoever (howsoever caused) which arise out of or in connection with the Contract.
8.3 The Buyer shall indemnify and keep indemnified TDSi in respect of any loss or damage whatsoever arising from
the claim of any person against TDSi in relation to the System and/or the Software and against all associated
damages, losses, costs and expenses. This indemnity shall be a continuing indemnity.
8.4 TDSi shall indemnify the Buyer against all claims and proceedings arising from infringement (or alleged
infringement) of any patent, design, copyright or trade secret, by reason of the Buyer’s use or possession of the
System or the Software. As a condition of this indemnity the Buyer shall;
8.4.1 notify TDSi promptly in writing of any allegation of infringement
8.4.2 make no admission relating to the infringement
8.4.3 allow TDSi to conduct and settle all negotiations and proceedings and give TDSi all reasonable
assistance in respect thereof.
8.5 If at any time an allegation of infringement of patents, design, copyright or trade secret is made, TDSi may at its
own expense modify the System or the Software so as to avoid the infringement or may replace the System or
the Software so it becomes non-infringing.
8.6 The indemnity in Condition 8.4 does not apply to infringements occasioned by:
8.6.1 modification to the System or the Software not authorised by TDSi; or
8.6.2 use of the System or the Software in combination with other products not supplied by TDSi; or
8.6.3 designs or specifications made by or to the order of the Buyer or the Buyer’s customers.
The Buyer shall indemnify TDSi against claims, proceedings and expenses arising from any such infringement.
8.7 To the extent that the provisions of clauses 8.1.2 or 8.2 are deemed unenforceable in law, the upper limit of
TDSi’s liability under any Contract shall be limited to the fee charged by TDSi under that Contract.
8.8 The Buyer shall fully and effectively indemnify TDSi against the total expense to TDSI arising out of the Buyer’s
breach or breaches of these Conditions. Such expense shall include (without limitation) (1) all expenses
incurred by TDSi in sourcing and manufacturing the Systrems and Software (2) all court fees (3) all amounts
payable to TDSI’s professional advisers (payable on an indemnity basis) in pursuing claims against the Buyer for
breach or breaches of these Conditions and for enforcing any judgement/s and/or order/s (4) all amounts
Issue 3 July 2006
payable to TDSi’s insurers and/or debt recovery agents, in each case including anticipated sums payable by
TDSi only after payment of any sums from the Buyer.

9. SOFTWARE LICENCE

9.1 The Buyer agrees and acknowledges that TDSi or the licensors of the Software have and shall retain all right,
title and interest including copyright and any other intellectual property rights in an to the Software and the Buyer
shall obtain only such rights as are specifically provided or referred to in the Conditions, the Special Conditions,
or in any specific software licence agreement.
9.2 If TDSi informs the Buyer that the terms of any specific software licence agreement applies to the Software then,
as a condition of the Contract the Buyer shall first be required to enter into such agreement.
9.3 In the absence of an agreement to the contrary, supply of the Software to the Buyer as an end user shall be
deemed to confer upon the Buyer a non-exclusive non-transferable paid up licence or sub-licence from TDSi or
the licensor of the Software (as appropriate) to use the Software and Documentation only on or in conjunction
with the System upon and subject to these Conditions and in particular the following Conditions 9.4 to 910.
9.4 TDSi shall supply the Buyer with a single copy of the Software in machine readable form and the Buyer shall not
make or cause to be made any copy, reproduction, translation, adaptation, variation, version or modification of
the Software (other than copies for back-up use and archival purposes) without prior written consent of TDSi.
9.5 The Buyer shall keep the Software and the rest of the Documentation and all and any copies of the Software
and the rest of the Documentation in whatever form at all times within its own control and shall take all steps as
necessary to ensure that such materials do not come into other hands whether by loan or theft or otherwise.
9.6 No right or licence granted to the Buyer in respect of the Software shall be assigned, sub-licensed or transferred
or otherwise dealt with in any way without the prior consent of TDSi.
9.7 All and any rights and licenses granted to the Buyer in respect of the Software (and any other software supplied
by TDSi to the Buyer) shall terminate automatically without the need for notice on the part of TDSi in the event
of the termination of the Contract for any reason.
9.8 Should the Buyer fail to comply with any of the Conditions or any Special Conditions or agreements relating to
the Software or to the rest of the Documentation (and if capable of remedy fail to rectify such non-compliance
within 30 days of written notice of it) or upon the occurrence in relation to the Buyer of any of the events
specified in Condition 11.1 then (and in any such case) TDSi reserves the right to give written notice to the
Buyer terminating all and any rights and licences granted to the Buyer in respect of the Software (and any other
software supplied by TDSi to the Buyer with immediate effect).
9.9 In the event of termination of the rights and licences granted to the Buyer in respect of the Software howsoever
rising, the Buyer shall return to TDSi or destroy (as TDSi shall direct) the Software, the Documentation and all
copies (in whole or in part) of the Software and (where required by TDSi) certify in writing that to the best of its
knowledge all such copies have been returned or destroyed.
9.10 Supply of the Software to the Buyer when not an end user shall not confer on the Buyer any right, licence or
interest in the Software and the Buyer shall not supply the System or Software to any person without first
obtaining a signed software licence agreement in the form required by TDSi.

10. CONFIDENTIALITY AND INTELLECTUAL PROPERTY RIGHTS

10.1 The Buyer shall keep and shall procure that its directors, employees and agents shall keep confidential and
shall not copy or part with possession of (save as provided in Condition 9.10) or otherwise disclose in any
manner to any other person any of the Software or information relating to the System or any other of the
Documentation including drawings, descriptions, part lists and other technical or promotional material supplied
by TDSi or any part of such information or material.
10.2 The Buyer shall use its best endeavours to protect all intellectual property rights in or relating to the System and
the Software and other Documentation and shall promptly inform TDSi of any infringement or suspected
infringement of such rights which may come to its attention.
10.3 All copyright and any other intellectual property rights in the System, the Software or the Documentation are and
shall remain the exclusive property of TDSi or its supplier (as the case may be). If any intellectual property rights
are created in the performance of the Contract they shall be the exclusive property of TDSi.
10.4 The Buyer shall not remove, cover, deface or alter any trade mark, trade name or copyright notice guarantee or
other statement or marking affixed or applied by TDSi on or to (or incorporated in) the Systems, the Software or
any related technical or promotional material or packaging.

11. TERMINATION

11.1 If the Buyer;
11.1.1 shall fail to make any payment when due or shall breach any provision of the Contract; or
11.1.2 shall cease or threaten to cease to carry on business or shall make any composition with creditors or
shall have entered into or shall propose to enter into any voluntary arrangement within the meaning of
Issue 3 July 2006
the Insolvency Act 1986, or shall suffer the appointment of a receiver, and/or manager, administrative
receiver or administrator of the whole or any part of its assets or undertaking, or if any order shall be
made or a notice be issued convening a meeting of shareholders to consider passing of a resolution for
or a resolution shall be passed for its winding-up (otherwise that for the purposes of amalgamation or
reconstruction), or if the Buyer being an individual shall commit any act of bankruptcy or shall compound
with his creditors or take or suffer any similar action in consequence of debt; then (and in any such
case); then
TDSi may give written notice to the Buyer terminating the Contract forthwith and subject to 11.2 below, TDSi
shall have no further liability whatsoever to the Buyer.
11.2 Termination of the Contract howsoever arising shall be without prejudice to the rights and liabilities of either
party which may have accrued on or at any time up to the date of termination or any of the provisions of the
Contract (such as those relating to confidentiality and intellectual property rights) which are of a continuing
nature.

12. EXPORT CONTROL

12.1 The Buyer undertakes to comply with English export control laws including without limitation (i) not to use any
System or any Software or to (ii) sell or otherwise dispose of any System or licence any Software, directly or
indirectly to any other person for use in connection with any stage in the development, production, handling,
detection or storage of chemical, biological or nuclear weapons or missiles or any part thereof (“Prohibited
Purposes”) without the express prior written consent of TDSi which will only be given if TDSi first obtains the
required governmental permission.
12.2 The Buyer undertakes to enquire as to the end use of any System or any Software which it intends to sell or
otherwise dispose of including making all enquiries as would be made by a prudent business person to confirm
that the System or any Software will not be used for a purpose prohibited by any law of England or any
international law.
12.3 The Buyer undertakes to indemnify TDSi in full and on demand from any claim, cost, expense, loss or liability
which TDSi may suffer or incur in connection with the use or sale or other disposal of any System or any
Software contrary to the export control laws of England or otherwise as a consequence of a breach by the Buyer
of this clause 12.

13. GENERAL

13.1 All recommendations and advice whether oral or written given by or on behalf of TDSi to the Buyer as to any
methods of using or applying the System or the Software and the purposes to which the System or the Software
may be applied are given without liability on the part of TDSi.
13.2 All drawings, photographs, illustrations, specifications, performance data, dimensions, weights and the like,
contained in any literature or other material supplied by TDSi under or in connection with the Contract or
otherwise communicated to the Buyer are provided or made by TDSi in the belief that they are as accurate as
reasonably possible, but except for current Software specifications published by TDSi, they do not constitute a
description of the System or of the Software, nor shall they be taken as representations by TDSi nor are they
warranted to be accurate.
13.3 No relaxation, forbearance, delay or indulgence by TDSi in enforcing any of the terms of conditions of the
Contract or the granting of time by it to the Buyer shall prejudice, affect or restrict its rights and powers under the
Contract.
13.4 The Buyer shall not assign, transfer, charge or otherwise deal with the whole or any part of the Contract without
the prior written consent of TDSi.
13.5 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to
be wholly or partially illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such
illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the
remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
13.6 The parties to this Contract do not intend that any term of the Contract shall be enforceable by virtue of the
Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
13.7. Any notice or invoice to be given here under shall be given by sending the same by hand or pre-paid first class
post, to the principal address or place of business of the relevant party or to such other address as such party
may have notified to the other for the purpose hereof. Any notice or invoice sent by post shall be deemed (in the
absence of evidence of earlier receipt) to have been served if in the UK three days after despatch or if overseas
seven days after despatch. Any notice sent by hand shall be deemed to have been served on delivery.
13.8 Any contract and these Conditions are governed by and shall be interpreted in accordance with English law and
the parties submit themselves to the non-exclusive jurisdiction of the English courts.