TERMS & CONDITIONS

1. ORDER

1.1 SDS Spares LLP T/A Scottish Data Systems (the Seller) offers to sell the Buyer the Goods which have been ordered by the Buyer and by receiving these General Terms of Contract the Buyer agrees that all purchases from the Seller will be on the basis of these General Terms of Contract. Any variation of these General Terms of Contract must be expressly put to the seller and accepted in writing by one of its directors. The Seller does not accept other standard contract terms.

1.2 If these Goods (being purchased by the Buyer under these General Terms of Contract) are out of stock when the Buyer places the order (being defined as any order placed by the Buyer on the Seller) the Seller may cancel the order by notifying the Buyer as soon as practicable or may deliver alternative Goods similar to those ordered. The Buyer may reject alternative Goods and cancel the order by notice in writing which must be received by the Seller within 10 working days of delivery of the alternative goods and shall be responsible for all expenses involved in returning the Goods to the Seller.

2. SUBSEQUENT DEALINGS

2.1 These General Terms of Contract shall as so far as they are relevant apply to any sales of ancillary Goods for use in connection with the goods as invoiced by the Seller to the Buyer from time to time.

2.2 If the Buyer resells, hires, lets or otherwise disposes of the goods he must ensure that the recipient of the Goods accepts these General Terms of Contract so far as they are relevant.

3. DELIVERY

3.1 The Seller will make every effort to keep to any agreed delivery date unless prevented from doing so by circumstances outside its control. Any dates given for delivery are only estimates and are not essential terms of the contract. The Seller will not be liable for any loss resulting from delay.

3.2 The price of goods does not include packing, insurance during transit or delivery within the United Kingdom (unless stated otherwise in the Order). If the Buyer requests special arrangements or the address for delivery is outside the United Kingdom he will be liable for the additional costs incurred by the seller.

4. DEFECTS IN GOODS

4.1 It is the Buyers responsibility to inspect the Goods immediately on delivery. If notice of any alleged defect or discrepancy is not received by the Seller within 7 working days of delivery the Buyer will be taken to have accepted the Goods as being in accordance with the contract and free from all defects or discrepancies. Where the Goods are to be exported, the Buyer or his representative may inspect the same at the Seller's works before dispatch and the Seller shall not be liable for any claim made after the date of shipment.

4.2 If the Buyer notifies the seller of an alleged defect or discrepancy he must preserve the Goods intact as delivered and at his risk together with the packaging for 10 working days from the date of notification and must allow the Seller access to his premises during that period so that the Seller can inspect the Goods. If the Seller agrees to the Goods being returned they must be securely packed in their original packaging with all documentation and accessories and will be collected by the Seller at the Buyers expense.

4.3 The Seller will make available to the Buyer any rights it may have under guarantees from its suppliers but it will be under no further liability to the Buyer except for statutory liability and as stated in the order and these conditions in respect of the Goods or arising from the use of the Goods, any faulty Goods must be returned to the Seller at the Buyer's expense. The Seller will be under no liability where the goods have been altered or tampered with without its approval or unauthorised parts have been affixed to the Goods. Nor will the Seller be under any liability caused by circumstances outside its control.

4.4 The liability of the Seller to the Buyer in respect of defects in the Goods and for breach of contract and for negligence in relation thereto shall be limited to the obligations under the terms of Clauses 4.1, 4.2 and 4.3 and the Seller shall have no other liability whatsoever to the Buyer. Notwithstanding the terms of this paragraph, nothing contained in these terms and conditions shall affect the Seller's liability under the Unfair Contract Terms Act 1977 for death or personal injuries caused by the negligence of the Seller. Where permitted by law to do so the Seller shall be entitled to limit its liability in respect of any such death and personal injury to the sum of £500,000.00.

4.5 The Buyer shall not be entitled to withhold payment of any amount payable under any contract to the Seller because of any disputed claim of the Buyer in respect of faulty goods or any other alleged breach of contract, nor shall the Buyer be entitled to set off any amount payable under the contract to the Seller against any monies which are not then presently payable to the Seller or which the Seller disputes liability.

5. PAYMENT

5.1 Goods will be invoiced by the Seller and must be paid for in full on delivery unless otherwise agreed in writing, without deduction or set off.

5.2 If the Seller has not received payment in full by the due date it shall be entitled to claim interest on the balance outstanding from time to time (including VAT) at 5% above the current base rate of the Bank of Scotland as from 30 days if the date of invoice (or other date payment became due) compounded with 3 monthly rests.

6. RESERVATION OF TITLE

6 (A) RESERVATION OF TITLE – SCOTLAND

This provision shall apply to goods supplied to a Buyer in Scotland

(a) Property and Goods shall not pass from the Seller to The Buyer until the price thereof (including the VAT payment) has been paid in full. The Buyer shall store the Goods in such a manner that they are readily identifiable as the Seller's Goods until the full price is paid.

(b) In the event of failure by the Buyer to pay any part of the price by the due date of payment, in addition to any other remedies available to the Seller under these terms and conditions or otherwise, the Seller shall be entitled to repossess the Goods. The Buyer will assist and allow the Seller to repossess the Goods as aforesaid and for this purpose admit or procure the admission of the Seller or its employees and agents to the premises in which the goods are situated.

(c) If the Buyer becomes apparently insolvent or compounds with his or its creditors or has a liquidator, receiver or administrator appointed over all or any of its assets or carries out or undergoes any analogous act proceeding under foreign law prior to property in any goods passing, the Buyers right to re-sell or otherwise deal in the goods shall automatically terminate and the Seller shall be entitled to repossess any of the goods in respect of which title has not passed as aforesaid.

6 (B) RESERVATION OF TITLE – ENGLAND AND WALES

This provision shall apply to goods supplied to a Buyer in England and Wales.

(a) The Goods shall remain the sole and absolute property of the Seller as legal and equitable owner until such a time as the Buyer shall have paid to the Seller the agreed price together with the full price of any other goods, the subject of any other contract with the Seller.

(b) The Buyer acknowledges that he is in possession of the goods solely as bailee for the Seller until such time as the full price thereof is paid to the Seller together with the full price of any other goods, the subject of any other contract with the Seller.

(c) Until such a time as the Buyer becomes owner of the Goods, he will store them on his premises separately from his own goods or those of any other person and in a manner which makes them readily identifiable as the Goods of the Seller.

(d) The Buyer’s rights to possession of the Goods shall cease if he, not being a Seller commits an available act of bankruptcy or if he, being a Seller does anything or fails to do anything which would entitle any person to present a petition for winding up. The Seller may, for the purpose of recovery of its Goods, enter upon any premises where they are stored or where they are reasonably thought to be stored and may repossess the same.

(e) Subject to the terms hereof the Buyer is licensed by the Seller to process the said goods in such a fashion as he may wish and /or incorporate them in or with any other product or products subject to the express condition that the new product or products or any other chattel whatsoever containing any part of the Goods shall be separately stored and marked so as to be identifiable as being made from or with the Goods the property of the Seller.

(f) If any Goods of the property of the Seller are admixed with Goods the property of the Buyer or are processed with or incorporated therein, the product thereof shall become and/or shall be deemed to be the sole and exclusive property of the Seller. If the Goods the property of the Seller are admixed with the Goods the property of any other person other than the Buyer or are processed or incorporated therein, the product thereof shall become or be deemed to be owned in common with that other person.

(g) The Buyer shall be at liberty to agree to sell on any product produced from or with the Seller’s goods on the express condition that such agreement shall take place as agents and bailees for the Seller whether the Buyer sells on his own account or not and that the entire proceeds thereof are held in trust for the Seller and are not mingled with any other monies and at all times shall be identifiable as the Seller’s monies.

(h) If the Buyer has not received the proceeds of any such sale he will, if called upon to do so by the Seller within 7 days thereof assign to the Seller all rights against the person or persons to whom he has supplied any product or chattel made from or with the Seller’s Goods.

6(C) RESERVATION OF TITLE - OUTWITH THE UNITED KINGDOM

This provision shall apply to goods supplied to a Buyer outwith the United Kingdom.

The provision of Clause 6(B) above shall apply insofar as recognised by the jurisdiction in question and enforceable there under, to the intent that the Seller, until it has received payment in full, shall retain the maximum of rights and powers in relation to the Goods as against the Buyer and any other party who has any dealings with the Goods.

7. RISK

The Goods shall be at the Buyer’s risk from the time that they are delivered to him or to his carrier where he has arranged for transport. He must ensure that the Goods are adequately insured whilst they remain the property of the Seller.

8. TRADEMARKS

The Buyer undertakes not to remove or alter any trademarks, nameplates, logos and numbers affixed to the Goods by the manufacturer or by the Seller. The Buyer shall indemnify the Seller against all damages, penalties, costs and expenses to which the Seller may become liable as a result of work done in accordance with the Buyer’s specifications which involves the infringement of any copyright, letters patent, registered design or any other intellectual property rights.

9. TERMINATION

(A)The Seller shall be entitled without prejudice to its other rights and remedies either to terminate wholly or in part any contract between itself and the Buyer or to suspend any further deliveries under any or every such contract in any of the following events.

(i) If debt is due and payable by the Buyer to the Seller but is unpaid.

(ii) If the Buyer failed to provide any repayment, bill of exchange, or other security required by the contract provided that in such event the aforesaid rights of termination or suspension shall only apply in regard to the particular contract in respect of which the Buyer shall have so failed.

(iii) If the Buyer has failed to take delivery of any Goods under any contract between himself and the Seller other wise than in accordance with the Buyer’s contractual rights.

(iv) If the Buyer becomes apparently insolvent or compounds with his or its creditors or has a liquidator, receiver or administrator appointed over all or any of its assets or carried out or undergoes any analogous act or proceeding under foreign law.

(B) The Seller shall be entitled to exercise its aforesaid rights of termination or suspension by notice in writing to the Buyer at any time during the continuance of the event or default giving rise thereto and in the event of any such suspension the Seller shall be entitled as a condition of resuming delivery under any contract between it and the Buyer to require prepayment or such security as it may require for the payment or price of any further delivery.

10. EXPORT

10.1 Computer equipment of all kinds requires an export licence obtainable from the Department of Trade and Industry before it can be exported from the UK. If the Buyer intends to export or sell for export it is the Buyer’s responsibility to obtain such a licence.

10.2 Equipment of U.S.A origin also requires the approval of the U.S Department of Commerce prior to exporting. The Buyer must obtain such approval.

11. SCOTTISH LAW

The contract shall be governed by and interpreted according to the law of Scotland with the exemption of Clause 6 (B) which shall be governed by and interpreted according to the law of England. The Buyer shall not be entitled to sign the contract or any benefit there-under, the Seller shall be entitled to sub-contract the performance of any part of the contract but shall remain primarily responsible to the Buyer.

SDS Spares LLP T/A Scottish Data Systems (the Seller)

Registered in Scotland No: SO301120.

VAT: GB554635822.