1.    DEFINITIONS

IN THESE TERMS AND CONDITIONS THE ‘COMPANY’ MEANS  IP OFFICE LTD.  ‘TERMS AND CONDITIONS’ MEANS THESE TERMS AND CONDITIONS OF BUSINESS.  ‘PURCHASER’ MEANS THE COMPANY, FIRM OR INDIVIDUAL WHO BUYS OR HAS AGREED TO BUY THE GOODS.  ‘GOODS’ MEANS ANY ITEM OF WHATSOEVER NATURE WHICH THE PURCHASER BUYS OR HAS AGREED TO BUY FROM THE COMPANY TO THESE TERMS AND CONDITIONS.  ‘CONTRACT’ SHALL MEAN THE CONTRACT BETWEEN THE COMPANY AND THE PURCHASER ENTERED INTO PURSUANT TO THE TERMS AND CONDITIONS.  THE EXPRESSION ‘LIABILITY WHATSOEVER’ SHALL INCLUDE WITHOUT PREJUDICE TO THE GENERALITY OF THE EXPRESSION LIABILITY IN TORT (INCLUDING NEGLIGENCE) AND IN CONTRACT INCLUDING LIABILITY FOR CONSEQUENTIAL LOSS (INCLUDING NEGLIGENCE) AND IN CONTRACT INCLUDING LIABILITY FOR CONSEQUENTIAL LOSS (INCLUDING LOSS OF PROFIT) OR DAMAGE OF ANY KIND HOWSOEVER CAUSED OR ARISING.

(A)       ANY QUOTATION OR ESTIMATE GIVEN BY THE COMPANY IS AN INVITATION TO THE PURCHASER TO MAKE AN OFFER ONLY AND NO ORDER OF THE PURCHASER PLACED WITH THE COMPANY IN PURSUANCE OF A QUOTATION OR ESTIMATE OR OTHERWISE SHALL BE BINDING ON THE COMPANY UNLESS IT IS COMMUNICATED TO THE COMPANY WITHIN THIRTY DAYS OF THE DATE OF THE QUOTATION OR ESTIMATE AND WHETHER OR NOT AN ESTIMATE OR QUOTATION IS GIVEN NO ORDER SHALL BE BINDING UNLESS THE GOODS IN QUESTION ARE UNSOLD AT THE DATE OF RECIEPT OF THE ORDER.

(B)       ANY CONTRACT HOWSOEVER MADE BETWEEN THE COMPANY AND THE PURCHASER SHALL INCORPORATE AND BE SUBJECT TO THE TERMS AND CONDITIONS WHICH SHALL APPLY TO THE EXCLUSION OF ANY OTHER PROVISIONS CONTAINED IN ANY DOCUMENT ISSUED BY THE PURCHASER.  NO MODIFICATION OR AMMENDMENT OF THE TERMS AND CONDITIONS SHALL BE BINDING UPON THE COMPANY UNLESS AGREED IN WRITING BY SOMEONE DULY AUTHORISED ON BEHALF OF THE COMPANY.

(C)       UNLESS OTHERWISE SPECIFIED ALL DESCRIPTIONS AND SPECIFICATIONS SUBMITTED BY THE COMPANY OR GIVEN BY THE COMPANY OR ITS EMPLOYEES OR AGENTS OR OTHERWISE CONTAINED IN THE COMPAN’S CATALOGUES, BROCHURES, PRICE LISTS AND OTHER PUBLISHED MATERIAL ARE APPROXIMATE ONLY AND DO NOT FORM PART OF THE CONTRACT BEING INTENDED MERELY TO PRESENT A GENERAL IDEA OF THE GOODS AND ADVICE AND RECOMMENDATIONS WHILE GIVEN IN GOOD FAITH ARE WITHOUT RESPONSIBILITY AND SHALL NOT GIVE RISE TO ANY LIABILITY WHATSOEVER.

(D)      THE HEADINGS ARE FOR CONVENIENCE ONLY.

2.    PRICE

UNLESS OTHERWISE PROVIDED IN THE CONTRACT.

(A)      PRICES OF GOODS SCHEDULED FOR DELIVERY OR INSTALLATION MORE THAN 60 DAYS AFTER THE ACCEPTANCE OF THE ORDER SHALL BE THOSE

RULING AT THE DATE OF DELIVERY OR INSTALLATION.

(B)      SUBJECT THERETO PRICES SHALL BE THOSE RULING AT THE DATE OF RECEIPT OF THE ORDER OR IF PURSUANT TO A VALID QUOTATION, THE PRICES

STATED IN THE QUOTATION.

(C)      PRICES SHALL INCLUDE THE COST OF LOADING ONTO THE PURCHASER’S TRANSPORT ON THE PREMESIS OF THE COMPANY BUT EXCLUDE THE COST OF PACKAGING OTHER THAN BASIC PACKAGING.

(D)      PRICES SHALL EXCLUDE THE COST OF FREIGHT INSURANCE DELIVERY CHARGES VAT AND ALL APPLICABLE TAXES AND DUTIES WHICH SHALL BE PAYABLE BY THE PURCHASER AND DETERMINED AT THE DATE OF DELIVERY OR INSTALLATION.

3.    PAYMENT

(A)       UNLESS CREDIT ARRANGEMENTS SATISFACTORY TO THE COMPANY HAVE BEEN EXPRESSLY AGREED IN WRITING, PAYMENT IS TO BE MADE BY THE

PURCHASER IN CASH PRIOR TO THE COMPANY DESPATCHING THE GOODS TO THE PURCHASER OR INSTALLING THE GOODS AND WITHOUT SET OFF OR COUNTERCLAIM.  IF SUCH CREDIT ARRANGEMENTS HAVE BEEN AGREED THE PURCHASER SHALL MAKE FULL PAYMENT TO THE COMPANY WITHIN 7 DAYS OF THE DATE OF THE INVOICE.  IF PAYMENT IS NOT MADE IN ACCORDANCE WITH THE FORGOING THE COMPANY WITHOUT PREJUDICE TO ITS OTHER RIGHTE SHALL BE ENTITLED TO CHARGE IN ADDITION TO ANY MONIES DUE UNDER THE CONTRACT INTEREST ON THE OUTSTANDING AMOUNT AT THE RATE OF 4% PER ANNUM ABOVE THE BASE RATE OF HSBC BANK PLC FROM TIME TO TIME IN FORCE UNTIL THE OUTSTANDING AMOUNT IS PAID.

(B)       TIME OF PAYMENT IS OF THE ESSENCE FOR ALL MONIES DUE TO THE COMPANY.

(C)       WHERE PAYMENT IS MADE BY CHEQUE IT SHALL NOT BE DEEMED TO HAVE BEEN MADE UNTIL THE CHEQUE HAS BEEN HONOURED BY THE DRAWER’S BANK.

4.    TITLE

UNTIL THE CONTRACT PRICE OF THE GOODS SHALL HAVE BEEN PAID OR SATISFIED IN FULL AND EXCEPT AS MENTIONED IN CONDITION 8.

(A)        THE TITLE TO THE PROPERTY IN THE GOODS SHALL REMAIN VESTED IN THE COMPANY (NOTWITHSTANDING THE DELIVERY OF THE SAME AND THE PASSING OF THE RISK

THEREIN) AND THE PURCHASER SHALL POSSESS THE GOODS AS BAILEE OF THE COMPANY.

(B)        THE COMPANY MAY AT ANY TIME RECOVER AND RESELL THE GOODS (IF IN THE PURCHASER’S POSSESSION OR UNDER ITS CONTROL) AND FOR THIS PURPOSE THE COMPANY AND ITS SERVENTS AND AGENTS TO BE ENTITLED TO FREE AND UNRESTRICTED ENTRY UPON THE PURCHASERS PREMESIS AND/OR OTHER LOCATIONS WHERE THE GOODS ARE SITUATED.

(C)       NOTHING IN THIS CLAUSE SHALL ENTITLE THE PURCHASER TO RETURN THE GOODS OR DELAY PAYMENT THEREFORE.

(D)       THE RIGHTS AND REMEDIES CONFERRED UPON THE COMPANY BY THIS CLAUSE ARE IN ADDITION TO AND SHALL NOT IN ANY WAY PREJUDICE LIMIT OR RESTRICT ANY OTHER RIGHTS OR REMEDIES OF THE COMPANY UNDER THE CONTRACT AND IN PARTICULAR, THE RIGHT OF A COMPANY TO MAINTAIN AN ACTION FOR THE PRICE OF THE GOODS NOTWITHSTANDING THAT PROPERTY IN THE GOODS HAS NOT PASSED.

5.    RISK

(A)         THE GOODS SHALL BE AT THE PURCHASERS RISK AT THE OCCURRENCE OF THE POINT OF TIME OF ANY OF THE FOLLOWING EVENTS:-

(i)                THE PHYSICAL DELIVERY OF THE GOODS TO THE PURCHASER AT THE COMPANY’S PLACE OF BUSINESS: OR

(ii)               THE PHYSICAL DELIVERY OF THE GOODS TO THE PURCHASER’S CARRIER OR TO AN INDEPENDENT CARRIER FOR THE PURPOSE OF TRANSMISSION TO THE PURCHASER: OR

(iii)               THE PHYSICAL DELIVERY OR INSTALLATION OF THE GOODS TO OR AT THE PURCHASER’S PLACE OF BUSINESS OR HOME BY THE COMPANY.

6.    DELIVERY AND INSTALLATION

(A)      UNLESS OTHERWISE STATED IN WRITING ANY TIME OR DATE FOR DELIVERY OR INSTALLATION SHALL RUN FROM THE DATE ON WHICH ACCEPTANCE OF THE ORDER IS COMMUNITED TO THE PURCHASER

(B)      THE COMPANY WILL MAKE ALL REASONABLE ENDEAVOURS TO COMPLY WITH ANY DATE OR DATES FOR DESPATCH DELIVERY OR INSTALLATION OF THE GOODS AS ARE STATED IN THE CONTRACT, BUT UNLESS THE CONTRACT OTHERWISE EXPRESSLY PROVIDES SUCH DATE OR DATES SHALL CONSTITUTE ONLY STATEMENTS OF EXPECTATION AND SHALL NOT BE BINDING. IF THE COMPANY HAVING USED ITS REASONABLE ENDEAVOURS FAILS TO DESPATCH, DELIVER OR INSTALL THE GOODS SUCH FAILURE SHALL NOT CONSTITUTE A BREACH OF THE CONTRACT NOR SHALL THE PURCHASER BE ENTITLED TO TREAT THE CONTRACT AS THEREBY REPUDIATED OR TO RESCIND IT OR CLAIM COMPENSATION FOR SUCH FAILURE OF FOR ANY CONSEQUENTIAL LOSS OR DAMAGE RESULTING THEREFROM.

(C)     IF THE COMPANY SHALL BE PREVENTED OR HINDERED FROM PERFORMING THE CONTRACT OR ANY PART THEREOF BY ANY CIRCUMSTANCES BEYOND ITS REASONABLE CONTROL INCLUDING (BUT WITHOUT LIMITING THE GENERALITY OF THE FOREGOING) STRIKES, LOCK-OUT OR OTHER INDUSTRIAL ACTION, INABILITY TO OBTAIN MATERIALS OR LABOUR, POWER OR MACHINERY BREAKDOWN OR FAILURE, ADVERSE WEATHER CONDITIONS, FURTHER PERFORMANCE OF THE CONTRACT SHALL BE CANCELLED OR SUSPENDED AT THE OPTION OF THE COMPANY FOR SO LONG AS THE COMPANY IT SO PREVENTED OR HINDERED AND THE COMPANY IN RESPECT OF SUCH NON-PERFORMANCE SHALL HAVE NO LIABILITY WHATSOEVER TO THE PURCHASER.

(D)     DELIVERY OF THE GOODS SHALL BE DEEMED TO HAVE TAKEN PLACE UPON THE FIRST POINT IN TIME OF ANY OF THE EVENTS SPECIFIED IN CONDITION 6(A) ABOVE. SIGNATURE OF ANY DELIVERY NOTE BY AN AGENT, EMPLOYEE OR REPRESENTATIVE OF THE PURCHASER OR BY AN INDEPENDENT CARRIER SHALL BE CONCLUSIVE PROOF OF THE DELIVERY OF GOODS.

(E)      IF ANY GOODS ARE TO BE INSTALLED BY THE COMPANY THE PURCHASER WILL PROVIDE SUITABLE ACCESS TO THE INSTALLATIONS SITE, AND CONDITIONS OF SAFE AND UNOBSTRUCTED INSTALLATION AND ALL LIGHTING, HEATING AND POWER SUPPLIES AND FACILITIES, WHICH MAY BE REQUIRED FOR OR IN CONNECTION WITH THE INSTALLATION. IF AT THE TIME WHEN THE DELIVERY OF GOODS IS EFFECTED INSTALLATION CANNOT BE PROCEEDED WITH ANY EXTRA COST WHATSOEVER INCURRED BY THE COMPANY AS A RESULT OF OR IN CONNECTION WITH DELAY IN INSTALLATION INCLUDING A REASONABLE CHARGE FOR THE TIME OF EMPLOYEES WILL BE AN EXTRA CHARGE TO THE PURCHASER. THE PURCHASER MUST OBTAIN AND PAY FOR ALL NECESSARY CONSENTS (INCLUDING THAT OF BRITISH TELECOM IF REQUIRED) AND THE APPROVAL OF PLANNING, FIRE OR SIMILAR AUTHORITIES IF REQUIRED. NO LIABILITY SHALL ATTACH TO THE COMPANY IF ANY CONSENTS OR APPROVALS ARE WITHDRAWN.

7.    COPYRIGHT AND SOFTWARE

(A)      THE COPYRIGHT AND ALL OTHER INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS IN ALL DOCUMENTS AND SOFTWARE PROVIDED BY THE COMPANY SHALL REMAIN

INVESTED IN THE COMPANY OR ITS LICENSORS.

(B)      ANY SOFTWARE FORMING PART OF THE GOODS IS SUPPLIED UNDER LICENCE ONLY. THE LICENCE IS NON-EXCLUSIVE AND NON-TRANSFERABLE. THE PURCHASER SHALL

OBTAIN NO TITLE TO SUCH SOFTWARE.

(C)     ALL DOCUMENTS AND SOFTWARE SUPPLIED TO THE PURCHASER ARE CONFIDENTIAL AND SHALL NOT BE DISCLOSED TO ANY OTHER PERSON OR ENTITY NOR MAY THEY BE

COPIED OR MODIFIED WITHOUT THE CONSENT IN WRITING OF THE COMPANY.

8.    ACCEPTANCE

ANY DISCREPANCY BETWEEN THE QUANTITY OR TYPE OF GOODS SPECIFIED ON THE COMPANYS DELIVERY NOTE AND THE QUANTITY OR TYPE OF GOODS DELIVERED TO THE   PURCHASER OR ANY DAMAGE TO THE GOODS DELIVERED TO THE PURCHASER OR ANY DAMAGE TO THE GOODS MUST BE NOTIFIED IN WRITING TO THE COMPANY (AND THE CARRIER WHERE APPROPIATE) WITHIN SEVEN DAYS OF DELIVERY OTHERWISE THE PURCHASER SHALL BE DEEMED TO HAVE ACCEPTED THE GOODS..

9.    WARRANTY

THE COMPANY SHALL USE ITS BEST ENDEAVOURS TO PASS ON TO THE PURCHASER THE BENEFIT OF ANY WARRANTY GIVEN BY THE MANUFACTURER OF ANY GOODS AUPPLIED BY THE COMPANY BUT SHALL HAVE NO OTHER LIABILITY WHATSOEVER IN REAPECT THEREOF.

10.   EXCLUSION OF LIABILITY

(A)        SAVED AS PROVIDED IN CONDITION 9 AND SAVE WHERE THE ABSOLUTE PROHIBITIONS AGAINST EXCLUSION AND RESTRICTION OF LIABILITY CONTAINED IN SECTIONS 2(1),  6(1) AND 6(2) OF THE UNFAIR CONTRACT TERMS ACT 1977 APPLY THE PURCHASER MUST RELY ON THIS OWN SKILL AND JUDGEMENT IN RELATION TO THE GOODS AND THE COMPANY SHALL UNDER NO LIABILITY WHATSOEVER TO THE PURCHASER FOR ANY DEFECT IN, FAILURE OF, OR UNSUITABILITY FOR ANY PURPOSE OF THE GOODS OR ANY PART THEREOF WHETHER THE SAME BE DUE TO ANY ACT, OMISSION, NEGLIGENCE OR WILFUL DEFAULT OF THE COMPANY OR ITS SERVANTS OR AGENTS OR TO ANY OTHER CAUSE WHATSOEVER, AND ALI CONDITIONS REPRESENTATIONS WARRANTIES (WHETHER IN INFORMATION SUPPLIED IN RELATION TO THE GOODS OR OTHERWISE) OR OTHER TERMS WHETHER EXPRESS OR IMPLIED WRITTEN OR ORAL STATUTORY OR OTHERWISE INCONSISTENT WITH THE PROVISIONS OF THE CONDITIONS ARE HEREBY EXPRESSLY EXCLUDED.

(B)        THE PURCHASER IS ADVISED TO TEST THE GOODS BEFORE USING THEM IN ORDER TO ASCERTAIN THEIR FITNESS OR SUITABILITY FOR THE PURCHASERS PURPOSE

(C)       WITHOUT PREJUDICE TO THE FOREGOING THE COMPANY SHALL IN NO CIRCUMSTANCES BE LIABLE FOR ANY LOSS DAMAGE COSTS OR EEXPENSES WHICH EXCEED IN THE AGGREGATE THE CONTRACT PRICE OF THE GOODS.

(D)       THE PRICE AT WHICH THE COMPANY AGREES TO SUPPLY THE GOODS IS BASED ON (i) THE WARRANTIES GIVEN AND ACCEPTED (ii) THE COST OF INSURANCE (iii) THE EXCLUSIONS AND RESTRICTIONS OF LIABILITY IMPOSED. THE COMPANY IS PREPARED TO NEGOTIATE A DIFFERENT PRICE IF THE PURCHASER REQUIRES ANY VARIATION OF SUCH WARRANTIES OR EXTENSION OF THE LIABILITIES ACCEPTED BY THE COMPANY.

11.    WAIVER

THE OMISSION TO EXERCISE OR ANY DELAY IN EXERCISING ANY OF ITS RIGHTS OR REMEDIES UNDER ANY CONTRACT TO WHICH THE CONDITIONS APPLY SHALL NOT CONSTITUE A

WAIVER OF ANY SUCH RIGHTS OR REMEDIES BY THE COMPANY.

12.    INSOLVENCY

IF ANY DISTRESS OR EXECUTION SHALL BE LEVIED UPON THE GOODS OR PROPERTY OF THE PURCHASER OR IF THE PURCHASER (OR ANY PARTNER THEREOF SHOULD THE PURCHASER BE A PARTNERSHIP) SHALL ENTER INTO ANY NEGOTIATION FOR ARRANGEMENT OR COMPOSITION WITH ITS CREDITORS OR COMMIT AN ACT OF BANKRUPTCY OR (SHOULD THE PURCHASER BE A LIMITED COMPANY) PROCEEDINGS SHALL BE COMMENCED TO WIND UP THE PURCHASER OR A RECIEVER OF THE PURCHASERS ASSETS OR UNDERTAKING OR ANY PART THEREOF SHALL BE APPOIINTED THE COMPANY SHALL BE ENTITLED TO DETERMINE FORTHWITH ANY CONTRACT THEN SUBSISTING WITHOUT PREJUDICE TO ANY CLAIM OR RIGHT THE COMPANY MIGHT MAKE OR EXERCISE.

13.   LAW

ALL CONTRACTS MADE BETWEEN THE COMPANY AND THE PURCHASER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH ENGLISH LAW AND THE PURCHASER HEREBY SUBMITS TO THE JURISDICTION OF THE ENGLISH COURTS