Terms and Conditions Of Sale - Installation

In this Agreement the following words shall have the following meanings:

“Agreement” the agreement between the Company and the Customer for the purchase of the Equipment and Services to which these terms and conditions apply;

[“Charges” where applicable the total aggregate Equipment Price, Installation Fee and other Fees as specified in the Particulars;]

“Company” Greenwoods Communications Limited;

“Company’s Premises” the address of the Company set out in the Particulars;

[“Consumer” as defined by Section 3(1) of the Consumer Protection (Distance Selling) Regulations 2000;]

“Customer” the person named as such in the Particulars;

“Customer’s Premises” the address or addresses for delivery and/or where applicable, installation of the Equipment set out in the Particulars;

“Equipment” the equipment specified in the Particulars;

“Equipment Price” the total purchase price of the Equipment as specified in the Particulars;

“Installation” where applicable the installation of the Equipment in the Plant;

“Installation Fee” where applicable the fee for the Installation as specified in the Particulars;

“Installation Period” where applicable the period agreed between the Company and the Customer for Installation as specified in the Particulars;

“Order” an order by a Customer for the purchase of such Equipment and Services as are specified in the Particulars;

“Particulars” the particulars overleaf [or if an Order is placed in electronic form and received by the Company through the Company’s email system the particulars therein contained];

“Plant” where applicable the building, machine, vehicle, or other device in which the Equipment is to be installed.

“Services” where applicable the Installation, Training and other services to be provided by the Company to the Customer as specified in the Particulars;

[“Training” where applicable the training in the use of the Equipment and the Software as specified in the Particulars;]

[“Training Fee” where applicable the fee for Training as specified in the Particulars.]

2. ACCEPTANCE OF ORDERS

2.1 The Company will only be bound by an Order if it is in written form when the Particulars have been signed by the Customer [or if the Order is in electronic form when an acknowledgement of receipt of the Order is given by the Company]. Quotations are for information only and shall not be binding on the Company.

2.2 These terms and conditions shall govern the Agreement to the exclusion of any other terms and conditions and no variation to these terms and conditions shall be binding unless agreed in writing between the Customer and the Company.

2.3 The Company’s employees and agents are not authorised to make any representations or warrants concerning the Equipment or the Services unless confirmed by the Company in writing. In entering into the Agreement, the Customer acknowledges that it does not rely on any such representations or warranties which are not confirmed.

2.4 Any typographical, clerical or other error or omission in the Particulars any literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.

2.5 The Customer shall be responsible for ensuring the accuracy and sufficiency of any Order shown in the Particulars and the accuracy of any accompanying specifications. The Company shall not be liable for the consequences of any inaccuracy, will not issue a credit note in respect of an Order and will be entitled to charge the Customer for the costs it incurs by any variations to an Order.

3. SALE OF THE EQUIPMENT

3.1 Subject to these terms and conditions, the Company shall provide the Customer with the Equipment and such of the Services as are provided in the Particulars.

3.2 Delivery of the Equipment shall be made by the Customer collecting the Equipment at the Company’s Premises at any time after the Company has notified the Customer that the Equipment is ready for collection, or if Installation is to be provided, by the Company delivering the Equipment to the Customer’s Premises, or if some other place for delivery is agreed by the Company, by the Company delivering the Equipment to such address.

3.4 Any dates quoted for delivery of the Equipment are approximate only and the Company shall not be liable for any delay in delivery of the Equipment howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Company in writing. The Company reserves the right to deliver the Equipment in advance of the estimated delivery date.

3.5 The Company reserves the right to deliver the Equipment by instalments and in absence of written agreement to the contrary each delivery shall constitute a separate contract to which these Conditions shall apply. Failure by the Company to deliver any one or more of the instalments of the Equipment in accordance with an Agreement or any claim by the Customer in respect of any one or more of the instalments of the Equipment in accordance with an Agreement or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat an Agreement as a whole as repudiated.

3.6 If the Customer fails to take delivery of the Equipment or fails to give the Company adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Customer’s reasonable control or by reason of the Company’s fault) then, without prejudice to any other right or remedy available to the Company, the Customer shall indemnify the Company in full against all loss, costs, changes and expenses incurred by the Company as a result of such failure.

4. [INSTALLATION

4.1 Installation will be at the Customer’s Premises, or such other address as is notified by the Customer to and approved by the Company prior to Installation, during the Installation Period subject to either the Company or its approved representatives or the Customer giving to the other at least [24 hours] notice to postpone Installation, in which case a new date shall be arranged. If the Customer cancels an Installation on less than [24 hours notice], a cancellation charge may be payable.

4.2 It shall be the Customer’s responsibility to ensure suitable facilities are provided at the Customer’s Premises or such other premises referred to in condition 4.1 to enable Installation to be undertaken. The Company has the right to refuse an Installation if a suitable location is unavailable.

4.3 The Customer will allow the Company or it’s approved representatives to remove or otherwise disconnect any of the Customer’s existing equipment or carry out such works at the Customer’s Premises as is necessary to affect Installation and the Customer shall give the Company or its approved representatives all necessary assistance to enable such work to be carried out.

4.4 Although the Company will make every reasonable effort to ensure Installation during the Installation Period, this period is an estimate only and the Company will not be responsible for any consequences of delay if Installation is not met during the Installation Period. The Company reserves the right to procure Installation in advance of the Installation Period.]

5. RISK AND OWNERSHIP

5.1 All risk in the Equipment will pass to the Customer upon delivery or (if applicable) Installation.

5.2 The Equipment shall remain the sole and absolute property of the Company until such time as the Customer shall have paid to the Company the Charges and any other charges due from the Customer in full.

5.3 The Customer hereby acknowledges and agrees that in relation to the Equipment:

5.3.1 the existence of an immediate binding fiduciary relationship between itself and the Company in relation to the Equipment; and

5.3.2 the Customer is in possession of the Equipment solely as fiduciary bailee for the Company until such time as the Charges are paid to the Company in full.

5.4 The Company may at any time forthwith revoke the Customer’s bailment of the Equipment by notice to the Customer given orally or in writing and the Company may upon such revocation collect the Equipment.

5.5 Further to sub-condition 5.4 hereof, the Customer’s bailment of the Equipment and its right to the Licence shall immediately cease if:

5.5.1 a receiver or administrator is appointed over any part of the assets or of any part of the undertaking of the Customer;

5.5.2 the Customer goes into voluntary liquidation or if it convenes any meeting of members or creditors or sends any notices relating to any proposed voluntary liquidation;

5.5.3 a winding up order is made against the Customer or if a notice under Section 123(1)(a) of the Insolvency Act 1986 or a creditor’s petition is served upon the Customer;

5.5.4 the Customer calls any meeting or makes any arrangements with Creditors or enters into any form of composition.

5.6 The Customer specifically agrees with and authorises the Company to enter the Customer’s Premises or such other premises where the Equipment is located to recover the same.

5.7 Until the Customer has paid the Charges to the Company in full, the Customer shall not sell, hire, lease, mortgage, pledge or otherwise dispose of the Equipment and shall keep the same in good condition, properly stored, protected and insured and separately from all other goods and products of the Customer and any third party in such a way that they can be readily identified as being the property of the Company.

6 TRAINING

Training shall be provided at the time of Installation and thereafter by telephone, fax transmission or electronic mail.]

7 CHARGES

7.1 Unless otherwise agreed in writing by the Company, the price of the Equipment and/or Services shall be as stated in the Particulars.

7.2 Unless otherwise agreed in writing by the Company, payment of the Charges is due within 30 days following the date of invoice [and the Company shall be entitled to invoice the Customer on or at any time after the Company has notified the Customer that the Equipment or part thereof is ready for collection, or the Equipment or part thereof has been delivered].

7.3 Unless otherwise expressly stated in the Particulars, all Charges are exclusive of any applicable value added tax which the Customer shall be additionally liable to pay the Company.

7.4 Notwithstanding sub-condition 8.2 any sums due to the Company from the Customer if unpaid for more than seven days after the due date shall bear interest at the rate of 2% above the base rate of Lloyds TSB Bank plc from time to time calculated from the date the payment was due until the date of actual payment. Without prejudice to any other right the Company shall be entitled to recover from the Customer all costs and expenses (including legal costs) reasonably incurred in connection with the collection of overdue sums. [reserve right to charge interest at max permitted by law]

7.5 The Customer will pay all sums due to the Company or to such other person that the Company may specify by the method specified in the Particulars.

7.6 The Company shall be entitled to increase the Charges to reflect any increase in the cost to the Company which is due to any factor beyond the Company’s reasonable control (such as, without limitation, significant increase in the costs of labour or materials or regulatory or legal changes), any change in delivery dates, quantities or specifications for Equipment or Services which is requested by the Customer, or any delay caused by any instructions of the Customer’s or failure of the Customer to give the Company adequate information or instructions [provided that the Company shall give the Customer at least one months’ notice of such increase and further provided that if the Customer deals as a Consumer the Customer may dissolve this Agreement within 14 days of receipt of such notice (time to be of the essence)].

8 CUSTOMER’S OBLIGATIONS

The Customer agrees during the continuance of an Agreement:

8.1 not to adjust, reset, repair or alter the internal workings or set-up of the Equipment in any way without the prior written consent of the Company; and

8.2 to allow the Company, its employees or representatives full and free access to the Equipment during normal working hours, and at other reasonable times required, to enable the Company to perform any repairs or adjustments; and

8.3 to notify the Company immediately of any loss of the Equipment and to comply with any reasonable security and other checks.]

9 CANCELLATION/TERMINATION

9.1 Following acceptance by the Company of the Customer’s Order, no cancellation and/or suspension, either in whole or in part, may be made by the Customer other than with the prior written consent of the Company and upon terms that the Customer shall indemnify the Company in full against all loss (including without limitation loss or profit) damages, costs expenses and other liabilities awarded against or incurred by the Company as a result of or in connection with the cancellation and/or suspension.

9.2 Without prejudice to any other claims or remedies which the Company may have against the Customer the Company may (subject to the provisions of the Consumer Credit Act 1974, if applicable) terminate the Agreement immediately in any one of the following circumstances by written notice:

(i) if the Customer fails to comply with any of the terms of this Agreement including failure to pay any Charges when due; or

(ii) if the Customer makes or offers to make any arrangements or composition with creditors or commits any act of bankruptcy, or if a petition in bankruptcy is presented or made against the Customer, or if the Customer is a limited company and any resolution to wind up that company is passed, or if any receiver or administrator is appointed over the whole or any part of such company’s assets; or

(iii) if the Customer convenes any meeting to discuss any proposal or application is made for the appointment of an administrator, receiver, liquidator or similar official in respect of the Customer or any of it its assets; or

(iv) if the Customer does or allows to be done anything which in the Company’s reasonable opinion will or may have the effect of jeopardising the Customer’s ability to pay the Charges.

9.3 Upon termination the Customer shall pay on demand all Charges outstanding at the time of termination. [In addition, the Customer shall pay to the Company a sum equal to the minimum sum for all charges which would otherwise have fallen due for payment by the Customer had the Agreement continued, discounted to take account of early payment at a rate of 2% below Lloyds TSB Bank plc base rate at the date of termination.]

10 LIABILITY

10.1 Except as expressly provided in this Agreement all warranties, statements terms and conditions or undertakings which may be implied by statute, common law, custom of the trade or otherwise are hereby excluded and this Condition 10 specifies the entire liability of the Company including liability for negligence.

10.2 The Company does not exclude liability:

(i) for fraudulent misrepresentation or death or personal injury resulting from its negligence or that of its employees;

(ii) where a Customer deals as a Consumer for any breach of any obligation implied by statute to use reasonable skill and care in the provision of the Equipment and the Services;

(iii) for direct physical damage to or physical loss of the property of the Customer resulting from the Company’s or its employees negligent acts or omissions provided that the Company’s liability under this sub-condition 10.2(iii) shall not exceed in aggregate a sum equal to the total aggregate sums payable by the Customer to the Company under the Agreement and provided further that the Company is notified of any alleged damage or loss within 14 days of the date the Customer discovers or ought reasonably to have discovered such damage or loss (time to be of the essence).

10.3 Subject to Condition 10.2, the Company will not be liable to the Customer for any:

(i) direct, loss, damage or injury; and/or

(ii) indirect, consequential or special loss, damage or injury (including but without limitation) financial loss, loss of profits, loss of business or contracts, loss of operating time or loss of use:

whether foreseeable or not to the Customer or to the Customer’s property howsoever, whensoever or wheresoever arising whether by reason of any representation or any implied warranty, condition or other term or duty at common law or under statute or under the express terms of the Agreement (and whether caused by the negligence of the Company or otherwise) or otherwise in respect of or in connection with the provision of the Equipment and to the Services.

10.4 Except to the extent as provided by sub-condition 11.2(i) the Customer shall indemnify and keep the Company indemnified against any liability (including liability for negligence) no matter when or how arising out of any claim by any third party against the Company in respect of or in connection with the use of the Equipment or the provision of the Services together with all legal and other costs relating to any such claim except that in so far as the claim relates to direct physical damage to or physical loss of property resulting from the negligence of the Company or it’s employees, this indemnity shall only apply if and to the extent that the said liability and all costs exceeds the sum for which the Company is liable pursuant to sub-condition 11.2(iii).

11 WARRANTY

11.1 Any Equipment which is found to the Company’s reasonable satisfaction to be defective within 12 months from the date of purchase (“the Warranty Period”) due to faulty design or manufacture will, at the sole discretion of the Company, be replaced free of charge or repaired free of charge provided that:

(i) notice of the defect in question has been received by the Company from the Customer or the supplier of the Equipment no later than the expiry of the Warranty Period; and

(ii) the Equipment has not been misused, mishandled, modified or repaired other than with the written consent of the Company

(iii) the Equipment is made available for inspection at a time and place reasonably arranged by the Company;

(iv) the defect in the Equipment does not arise from any instructions or specifications supplied by the Customer; and

(v) the Charges for the Goods have been paid by the due date

save that in no circumstances shall the Company be liable for:

(i) any defect arising from fair wear and tear;

(ii) any parts and materials or equipment not manufactured by the Company in respect of which the Customer shall only be entitled to the benefit of any warranty or guarantee as is given by the manufacturer to the Company.

12 EXCUSABLE EVENTS

12.1 The Company will not be liable to the Customer for any breach of these terms and conditions or failure on the Company’s part to perform any obligation as a result of act of God, governmental control, restrictions or prohibitions or any other government act or omission whether local or national, act or default of any supplier, agent, sub-contractor or industrial disputes of any kind or any other similar or dissimilar cause beyond the Company’s control.

13 EXPORT TERMS

13.1 In these conditions “Incoterms” means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Agreement is made. Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these terms and conditions, but if there is any conflict between the provisions of Incoterms and these terms and conditions, the latter shall prevail.

13.2 Where the Equipment or Services are supplied for export from the United Kingdom, the provisions of this condition 13 shall (subject to any special terms agreed in writing between the Company and the Customer) apply notwithstanding any other provision of these conditions.

13.3 The Customer shall be responsible for complying with any legislation or regulations governing the importation of the Equipment into, or the provision of the Services within the country of destination and for the payment of any duties on them.

13.4 Unless otherwise agreed in writing between the Company and the Customer, the goods shall be delivered ex-works and the Company shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979 (as amended).

13.5 The Customer shall be responsible for arranging for testing and inspection of the Equipment at the Company’s Premises before shipment. The Company shall have no liability for any claim in respect of any defect in the Equipment which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.

13.6 Payment of all amounts due to the Company shall be made by irrevocable letter of credit opened by the Customer in favour of the Company and confirmed by a London clearing bank acceptable to the Company or, if the Company agreed in writing on or before the Company signing the Particulars to waive this requirement, by acceptance by the Customer and delivery to the Company of a bill of exchange drawn on the Customer payable 60 days after sight to the order of the Company at such branch of Lloyds TSB Bank plc in England as may be specified in a bill of exchange.

13.7 The Buyer undertakes not to offer the Equipment for resale in any other country, or to sell the Equipment to any person if the Customer knows or has reason to believe that that person intends to resell the Equipment in any such country.

14 MISCELLANEOUS

14.1 Consumers

In the event the Customer deals as a Consumer, nothing in these terms and conditions excludes or purports to exclude, a Consumer’s statutory rights

14.2 Representations

These terms and conditions represent the complete agreement between the Company and the Customer and supersede all representations or other communications between them relating to the subject matter of the Agreement.

14.3 Notices

The Customer must promptly advise the Company of any change of address. Any notice hereunder sent by the Company to the Customer shall be deemed to be served within 48 hours of posting. Any notice hereby sent by the Customer to the Company shall only be deemed to have been validly served on the Company if the Company shall have received the same.

14.4 Severable Contract

In the event of any of the provisions set out in these terms and conditions being unenforceable or void for any reason whatsoever each condition (including each sub-condition) shall be deemed to be severable from the remaining conditions and such remaining conditions shall remain in full force and effect.

14.5 Subsequent Contract

If subsequent to the execution of the Agreement the Company agrees (whether in writing, orally or otherwise) to provide the Customer with equipment and services similar to the Equipment and the Services in respect of any other plant or apparatus, except to the extent otherwise agreed, such contract shall be deemed to be a separate and severable contract which incorporated these terms and conditions.

14.6 Other Agreements

The termination of any other agreement with any person, firm or company by which the Customer hires, leases or rents equipment shall not effect the Agreement.

14.7 Waiver

Failure by the Company at any time to enforce provisions of this Agreement shall not be construed as a waiver of any such provision or in any way effect the validity of the Agreement or any part hereof.

14.8 Law

These terms and conditions shall be governed and construed in accordance with English Law.

14.9 Headings

The headings for these terms and conditions are for convenience only and do not form part and shall not affect the construction of these terms and conditions or any part hereof.

14.10 Joint and Several

Where the Customer is more than one person all of the Customer’s obligations under these terms and conditions shall be joint and several.

14.11 Authority

Any person signing the Particulars on behalf of the Customer warrants to the Company that he is authorised to do so.

14.12 Assignment

The Agreement is personal to the Customer and may not be assigned to anyone else. The Company may assign, transfer or novate the Agreement to any third party.

14.13 Third Parties

A party who is not a party to these terms and conditions or the Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.