LEGAL INFORMATION - TERMS AND CONDITIONS OF TRADING

1.  DEFINITIONS

(I) The expression "company" for the purposes of these Conditions of Sale shall mean PROSPOT LTD or it's subsidiaries.

(ll) The expression "Buyer" for the purposes of these Conditions of Sale shall mean the party with whom the Company is contracting for the sale or hire of goods or services.

(lll) The expression "goods" for the purposes of these Conditions of Sale shall mean the subject matter of the Contract being services, hire, materials or equipment.

2.  GENERAL

(l) These conditions shall be deemed to form part of any order or contract accepted by the Company.

(ll) No servant or agent of the Company acting on his own shall have power to alter or in any way vary these conditions.

(lll) Any further conditions wished to be imposed by the Buyer must be submitted in writing to and agreed by a Director of the Company in writing before delivery of goods or services takes place.

3.  LEGAL CONSTRUCTION

The contract shall in all respects be constructed in accordance with English Law and shall operate as an English contract and shall be subject to the jurisdiction of the English Courts.

4.  TITLES

The titles of the Clauses do not form part of the same and shall not affect their legal construction.

5.  FORCE MAJEURE

The Company shall be under no liability if it is unable to carry out any order for any reason beyond its control including without prejudice to the generality of foregoing act of God, fire, inclement or exceptional weather conditions, official or unofficial industrial action, hostilities, shortage of labour, materials, power or other supplies, government order or intervention or any other cause whatsoever beyond the Company's control or of an unexpected or exceptional nature.

6.  DELIVERY

(l) Any dates quoted for delivery are estimated only and time shall not be of the essence of the Contract.

(ll) The Company reserve the right to make part deliveries.

7.  LIABILITY

In no circumstances whatever shall the Company be liable for consequential loss and in any event the liability of the Company shall be limited to the cost of replacing the goods by the Company.

8.  PRICES

(l) Save where expressly stated all prices quoted are exclusive of value added tax.

(ll) The Company reserves the right at any time to alter any of its prices without notice. In respect of goods delivered after any such change of price, the price charged shall be the price ruling at the date of despatch of the goods by the Company, unless specifically agreed otherwise in writing.

(lll) Unless otherwise agreed all prices are net and shall not be subject to any discount.

(lV) All orders are subject to a £15.00 minimum order charge.

9.  V A T

The full amount of value added tax shall be paid at the same time as payment is made for the relative goods.

10.  TERMS OF PAYMENT

Strictly Nett 30 Days

11.  RISK

The risk in the goods passes to the Buyer upon delivery to the Buyer or the Buyer's carrier, agent or other bailee for transmission to the Buyer whichever is the earlier.

12.  TITLE TO GOODS

(l) Ownership in any goods supplied by the Company shall not pass to the Buyer until payment for such goods has been received by the Company in full. Until the time of actual payment to the Company of the total amount owing in respect of the goods the Buyer shall hold goods for the Company as Bailee and shall store the goods in such a way as to be clearly identifiable as the property of the Company.

(ll) So long as the property in the goods remains in the Company and the Buyer is in default in any obligation hereunder the Company shall have the right, with or without prior notice to the Buyer, to retake possession of the goods (and for that purpose to go upon any premises occupied by the Buyer, his carrier, agent of other bailee) on such retaking of possession in full the Contract shall be terminated.

13.  DAMAGE OR LOSS IN TRANSIT

Claims for any damage or shortage of goods in transit must be made to the Company in writing within two days of the date of despatch or in the case of loss within two days after such loss could reasonably be discovered by the Buyer.

14.  RETURN OF GOODS

(l) The Company will not accept the return of any goods supplied in accordance with any contract except by written agreement and the Company accepts no liability whatsoever for goods returned in any other circumstances.

(ll) Goods returned must be accompanied by the correct documentation of the Company, a copy of which must be obtained by the Buyer as the only accepted proof of return of goods to the Company.

(lll) The cost of third party carriers for such return of goods shall be incurred by the Buyer unless previously agreed in writing with the Company. However, the Company will not unreasonably withhold the provision of its own transport fleet for such purposes provided that return of goods can be affected during the course of its planned routes.

15.  CONFIGURATION

(l) The Company will configure and install Goods to the specification provided by the Buyer at the time of order at such rates as it notifies to the buyer from time to time.

(ll) The Company will use all reasonable care and skill in performing such installation/ configuration and will perform such services within a reasonable time.

(lll) In the event the Buyer changes the specification for such installation/ configuration the Company reserves the right to require payment for implementing such changes at rates notified to the Company from time to time.

(lV) Should any installation/configuration be in the opinion of the Company to be outside the scope of suitability for it's intended purpose or to be considered a potential or actual hazard to safety to the Company reserves the right to cancel that part of any contract relating to the installation/configuration. The buyer will remain liable for a fair proportion of the overall payment for the installation/ configuration for all works performed prior to the decision and any materials purchased to perform or support the installation/configuration.

16.  WARRANTY

(l) The Buyer acknowledges that the Company may not be the manufacture of the Goods.

(ll) The Company will pass on to the Buyer such unexpired warranties it receives from the manufacturer of the Goods as are capable of transfer and the Companies liability shall be limited to such guarantee as it may receive from the manufacturer.