TERMSAND CONDITIONS OF SALE

1.DEFINITIONS

"We" "us" and "our" refer toSymitry IT (North) Limited.

"You" and "your" refer to theperson, firm or company who offers or agrees to buy Products and/or Servicesfrom us.

The "Price" means the price ofProducts and/or Services plus any other charges specified overleaf.

The "Contract" means everyagreement between you and us for the sale and purchase of the Products and/orServices and any other products and/or services.

The "Order" means an offer fromyou to buy the Products and/or Services described overleaf on the terms andconditions set out herein.

The "Products" means the productsdescribed overleaf.

The "Services" means theservices described overleaf.

2.TERMS

These terms and conditions shallapply to the Contract. Any offer, order, acceptance, sale and/or delivery orany conduct in confirmation of any transaction will be subject to these termsand conditions which are the only basis upon which we do business and shallprevail notwithstanding any printed or other conditions referred to in anypurchase order or other document prepared by you or on your behalf.   No other agreement,representation, promise, undertaking or understanding of any kind shall add to,vary or waive any of these terms and conditions unless it is expresslyconfirmed in writing by one of our directors. A Contract cannot be cancelledexcept with our consent and on terms that will indemnify us against all loss.

3.SUPPLY OF PRODUCTS AND SERVICES

3.1.We will in normal circumstances supplyProducts and/or Services for which you send us by letter, fax or e-mail anumbered purchase order in accordance with our current quotation but we shallbe entitled:

(a)to withdraw or cancel a quotation atany time without liability for any loss howsoever arising;

(b)to refuse or delay the supply whereyour credit or the conduct of your account is unsatisfactory in our opinion;

1. to modify designs and specifications forProducts without prior notification and withdraw Products replacing them withitems of the equivalent specification;

1. to vary or withdraw Services by notice toyou provided that such variation or withdrawal shall not take effect until theend of the period for which the price of such Services has been  paid in advance or for 3 months, whichever isthe later.

3.2.Any software comprised in or suppliedwith our Products and/or Services is supplied under licence from the softwareowner and no rights of ownership are transferred to you. You must comply withthe terms of the software licence and indemnify us against the consequences ofany breach.

4.PRICES

4.1.Notwithstanding any Price specified inour quotation or your purchase order, the Price of the Products and/or Servicesshall be that applicable on the date of delivery.  We shall endeavour to maintain Prices quotedbut we reserve the right to increase quoted Prices at any time to take accountof increase in costs including (without limitation) costs of labour, materials,carriage or other overheads.

4.2.Prices for the Products and/or Servicesdo not include, unless otherwise specified, VAT or other sales tax, insurance,delivery or special packing or alteration or installation to your order.

5.TERMS OF PAYMENT

1. Our terms of payment are strictly 30 daysfrom date of invoice. You shall not be entitled to make any deduction from theamount of    our invoice or withholdpayment by reason of any counterclaim or set-off or otherwise.

1. We shall be entitled to charge interest atthe Barclays Bank plc base rate plus 8% from the date of invoice on the amountof any overdue invoice.

5.3 Failure by you to pay in accordancewith the provisions of this clause shall entitle us, without prejudice to ourright to damages, to suspend any outstanding deliveries or to cancel theContract.

6.DELIVERY OF PRODUCTS ANDSERVICES

6.1. Any times quoted for delivery areestimates only and, although we will use all reasonable efforts to deliver theProducts and/or Services in accordance with the times specified, failure tocomply with such times shall not constitute a breach of this Contract. We willdeliver Services with all reasonable professional skill but it will be yourresponsibility to provide access and facilities for us to work anda safe and convenient working environment on your premises for our personnel.
6.2.Unless otherwise agreed in writing, we shall be entitled tomake deliveries of Products by instalments and these
terms and conditions shall apply to eachpartial delivery.

6.3.The risk in the Products passes to youon delivery to you of the Products by us or our nominated carrier but if you
collect Products from ourpremises risk shall pass to you when the Products leave our premises.

1. Where you notify us that you are unable totake delivery of the Products within seven days of our giving notice

that the Products are ready fordespatch, we shall endeavour to store the Products and you shall reimburse
us without delay all reasonablecosts and storage charges incurred by us until the time of delivery.

1. Where

1. the Products are to be delivered byinstalments or against call-off and you either:

(a)fail to accept any delivery whendue or, in the case of call-offs, fail to accept outstanding deliveries withinone month of the date of the Order acceptance; or

1. default in making any payment when due; or

1. fail to provide access or safe andconvenient facilities for us to carry out the Services or have not paid thePrice for further Services on the expiry of a Services contract;

then we maycancel any or all subsequent delivery of Products and/or Services and you shallcompensate us in full for any loss or expense arising from such cancellationand, notwithstanding our duty to mitigate our loss, shall compensate us in fullfor the loss of the Price in respect of the Products and/or Services ordered,but not delivered.

6.6.You shall examine the Products onarrival and notify us by facsimile transmission or by registered post within 7days of delivery of any damage or short delivery of the Products specified inthe Order.  If we do not receive suchnotification, the delivery shall be deemed accepted by you. We will acceptwithin a further 7 days the return of Products found to be damaged if they andtheir packaging are returned to us in otherwise sound and unmarked condition.Your right to reject Products on the ground that they were short or damaged ondelivery will be lost after 14 days from delivery.

1. TITLE

7.1.Notwithstanding delivery to you,ownership in the Products shall remain with us until you have paid the Pricefor them.  If you have not paid us on thedue date and by specific reference to our invoice(s) we shall be entitled inour discretion to allocate to accrued interest and/or outstanding invoices anypayment subsequently received.  Untilsuch payment you shall be a fiduciary bailee of the Products and shall take allnecessary measures for the protection of them (including maintaining adequateinsurance therefore) and not dispose of them or any part of them to any otherparty whatsoever, whether by sale or otherwise, or create or allow to becreated any rights in the Products in favour of any third party.

7.2.So long as the property in the Productsremains in us, we shall have the right (without prejudice to your obligation topurchase the Products), to re-take possession of the Products and for thatpurpose to go on and into any premises occupied by you.

7.3In the event that

(a)you receive notice that a receiver ormanager is to be appointed in respect of the whole or any part of yourbusiness;

(b)you receive notice of a petition towind up or for an Administration Order in respect of your company or youresolve to wind up (save for the purposes of a reconstruction or amalgamation);

1. you decide to make an arrangement withyour creditors;

1. you become unable to pay your debts withinthe meaning of the Insolvency Act 1986

you mustimmediately inform us. Furthermore, allProducts that are still our property pursuant to the provisions of Clause 7 andare in your possession shall be delivered immediately to us.  Without prejudice to your duty to makedelivery as aforesaid we shall also have the right, upon receiving notice fromwhatever source of the happening of any one of the said events, to enter anypremises during normal business hours to take possession of our Products.

8.WARRANTY ON PRODUCTS

8.1.We will endeavour to ensure that youreceive the benefit of any guarantee or warranty which may have been given tous by a third party manufacturer. You are responsible for informing yourselvesas to the terms of such guarantee or warranty and ensuring that any conditionsare fully complied with.

8.2.If no guarantee or warranty is offeredby the manufacturer or supplier, or if anything we have done has invalidatedsuch guarantee or warranty, then if you shall notify us in writing within 90days (7 days in the case of software) from the date of delivery that theProducts supplied by us have failed, we will replace or repair at ourdiscretion any Products proved to be defective. "Defective" means sufferingfrom any defect in physical workmanship of the Product and, in the case ofsoftware, a defect to the recording media upon which the software is supplied.However, such remedy is only available to you provided that the Product shallbe returned to our premises at your expense.

8.3You must ensure that the Products areserviced, maintained and used properly and in accordance
with our recommendations (andany guarantee or warranty) and are not fitted or used with
any parts, accessories orancillary equipment other than those recommended by us or stated by us
to be suitable.

8.4During the warranty period set out inClause 8.2 above, no attempt must be made by you or any third
party to remedy any defect or todismantle or otherwise tamper in any way with the Products except
in accordance with our specificinstructions, directions and/or requests.

9.CONDITIONS IN RELATION TOSERVICES

9.1.The following maintenance is not included and shall becharged for:

(a)electrical work external to anyequipment;

(b)maintenance of accessories,attachments, machines or other devices not supplied by us nor agreed inwriting;

(c)repair of damage arising from:

(i)transportation or relocation ofequipment not performed by us;

(ii)failure of electrical power, airconditioning or humidity control;

(iii)changes, alterations or additions notperformed by us;

(iv)operator error or omission;

(d)maintenance rendered more difficultbecause of changes, alterations or additions;

(e)attendance to faults caused byoperating equipment outside design specifications or outside any documentationor manuals supplied with the equipment;

(f) Cleaning, painting, refinishing ortouching‑up, specification changes, relocation of equipment, addition/removalof accessories, attachments and other devices;

(g)Software maintenance except whenagreed in writing;

(h)Repair of any malfunction due toradiation in the environment of the equipment;

(i)Diagnosis and/or rectification ofproblems not associated with the equipment;

(j) Diagnosisand/or rectification of problems arising from the operating environment;

(k) Workshop overhauls or repairs ofequipment, which, as a result of fair wear and tear, can no longer bemaintained in good working order.  Forsuch items we will upon request submit a cost estimate of the work required.  In the event that you do not authorise thework to be carried out, the item or items concerned may be deleted from theequipment we have agreed to maintain;

1. Services provided outside normal working hours (­includinglocal and national holidays) unless otherwise agreed in writing.

9.2Alterationsand additions to or in connection with any of the equipment may only be carriedout by us and we accept no liability whatsoever for any alterations oradditions carried out in contravention of this clause nor for any effect suchalterations or additions may have on the equipment.

9.3We may by notice in writing to youterminate this Agreement forthwith if any of the following events shall occur, viz.:

(a)If you are in breach of any term,condition or provision of this Agreement or required by the law relating tothis Agreement, including but not limited to, non‑payment and have failed toremedy such breach (if capable of remedy) within 14 days of havingreceived notice from us specifying the nature of the breach;

(b)If you, being a body corporate shallpresent a petition or have a petition presented by a creditor for your windingup, or convene a meeting to pass a resolution for voluntary winding up, orshall enter into any liquidation whether compulsory or voluntary (other thanfor the purposes of reconstruction or amalgamation), shall call a meeting ofyour creditors, shall enter any composition or arrangement with its creditors,or shall have a receiver of all or any of your undertaking or assets appointed,or shall be unable to pay your debts or shall cease to carry on business.

On terminationhowsoever or whenever occurring, you shall pay to us all money owing to us inrespect of Services under this Agreement or otherwise in addition and withoutprejudice to any other rights and remedies we may have under this Agreement orin accordance with the law relating to this Agreement.

10.LIABILITY

10.1(a)Exceptto the extent that by the law relating to this Agreement it is not lawful toexclude such liability, we shall not be liable to you   or to any person for any lossor damage whatsoever or howsoever caused, except as provided in (c) below,arising directly or indirectly in connection with this Agreement or theServices carried out hereunder.

(b)Notwithstanding the foregoinggenerality, we expressly exclude liability for direct, indirect orconsequential loss or damage including, but not limited to loss or damage todata or to other equipment or property whether or not the same may be in ourcare, custody or control, or for loss of profit, business, revenue, goodwill oranticipated savings.

(c) In the event that any exclusion ofliability contained herein shall be held to be invalid for any
reasonand we become liable for loss or damage, such liability shall be limited to110% of
thePrice per annum paid by you for Services under this agreement.

(d)We do not exclude liability for deathor personal injury to the extent that we have a
liabilityarising from the negligence of employees, our agents, authorisedrepresentatives or
ourselves.

10.2.In cases where we are asked to recommend Products we do notwarrant that purchase of the Products will satisfy your requirements and we can accept noresponsibility if any Products supplied fail to meet your requirements or to achieve any particular level of  performance.

10.3.You are advised to make and retainback-up copies of all software (within the terms of your licence) and data. Weshall not be liable for any losses consequent to any loss or non-retrieval ofdata or programs from computer disk or tape for any reason.

11.RIGHTS OF THIRD PARTIES

Nothing in these terms shallconfer on any third party any benefit or the right to enforce any term of acontract between you and us.

12.PERSONNEL

You warrant that you will notsolicit either directly or indirectly our personnel for a minimum period of sixmonths after such personnel leave our employment except with our expresswritten permission.  In the event that youengage any of our personnel to whom you have been introduced or with whom youhave had contact during the performance of this agreement, you shall pay anintroduction fee of 13 weeks, or the equivalent, of the engaged person’sremuneration in your service or employ.

13.FORCE MAJEURE

We shall be under no liabilityfor any delay in delivery or failure of the Products and/or Services in theevent that the manufacture, supply or delivery of the Products and/or Servicesis prevented or delayed by any act or circumstances beyond our reasonable controlincluding, but not limited to Act of God, act of terrorism, legislation, war, fire, drought, failure of fuel or power supply,lock-out, strike or other action taken by employees in contemplation orfurtherance of a trade dispute or owing to any inability to procure materialsrequired for the performance of the Contract.

14.WAIVER AND SEVERANCE

14.1.Any indulgence granted by us to you andany failure by us to insist upon strict performance of these terms andconditions shall not be   deemed a waiverof any of our rights or remedies nor be deemed a waiver of any subsequentdefault by you.

1. The invalidity in whole or in part of anyclause in these terms and conditions shall not affect the validity of theremainder of such clause or these terms and conditions.

15.ASSIGNMENT

The Contract is not assignableby you without our written consent and is between you and us as principals, butwe may without consent assign or sub-contract all or any of our rights andobligations hereunder.

16.TERMINATION

If you become insolvent or inour opinion are likely to go into bankruptcy, receivership or liquidation, ormake default in or commit a breach of the Contract, we may forthwith terminatethe Contract without incurring liability to you and without prejudice to ourrights which may have accrued up to the date of termination.

17.GOVERNING LAW

The interpretation andapplication of the Contract shall be in accordance with English Law and bothparties hereby agree to submit to the non-exclusive jurisdiction of the EnglishCourts.

18.HEADINGS

Headings to clauses in theseterms and conditions are included for ease of reference only and shall not haveany effect on their construction and interpretation.

19.NOTICES

Any notice or document to begiven under these terms and conditions shall be given by sending the same in apre-paid letter or by facsimile transmission to the address of the relevantparty set out in the Contract or to such other address as such party may havenotified to the other for the purposes hereof. Any notices sent by post shall be deemed (in the absence of evidence ofearlier receipt) to have been delivered 2 working days after dispatch and inproving the fact of dispatch it shall be sufficient to show that the envelopecontaining such notice was properly addressed, stamped and posted.  Any notice sent by facsimile transmissionshall be deemed to have been delivered on the next working day following itsdispatch.