TERMS AND CONDITIONS OF SALE

AIR LINK SYSTEMS LIMITED

TERMS AND CONDITIONS OF SALE

1. Definitions

1.1 Agreement - these terms and conditions and the document agreed between the parties setting out the parties, Specification of Goods and Services, Installation Site, Target Commencement Date, Contract Price and Warranty Period.

1.2 Contract Price - the price agreed between the parties for the Goods and/or Services.

1.3 Goods - the goods set out in the Specification.

1.4 Warranty Period - the agreed period from the date of completion of delivery or installation of the Goods (or in default of agreement, 3 months).

1.5 Installation Site - the location at which the Goods will be installed.

1.6 Services - the services set out in the Specification.

1.7 Specification - the agreed specification of the Goods and/or the Services to be provided under the Agreement set out in writing.

1.8 Target Commencement Date - the date agreed between the parties on which the Supplier will endeavour to commence installation of the Goods.

1.9 Supplier - Air Link Systems Limited of The Manor, Redfern Road, Tyseley, Birmingham B11 2BE (company number 03413858).

2. Basis of the Agreement

2.1 The Supplier agrees to supply the Goods and to provide the Services to the Customer and the Customer agrees to pay the Contract Price in accordance with the terms of this Agreement.

2.2 This Agreement shall apply to all contracts for the provision of goods and/or services by the Supplier to the Customer to the exclusion of all other terms and conditions including any terms and conditions which the Customer may purport to apply under any order or other document. In the case of any conflict or ambiguity between the Customer’s original or subsequent specification and the Specification set out on this document, the latter shall prevail.

2.3 Acceptance of delivery or installation of the Goods or provision of the Services shall be deemed conclusive evidence of the Customer’s acceptance of this Agreement.

2.4 The Supplier may employ sub-contractors to carry out any part of its obligations under this Agreement at its sole discretion and it may assign its rights and obligations under this Agreement to any other party. The Customer may not employ sub-contractors nor assign its rights and obligations under this Agreement without the written consent of the Supplier.

2.5 Any variation of these terms and conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by an authorised officer of the Supplier.

2.6 Any tender or quotation submitted by the Supplier to the Customer shall be subject to these terms and conditions unless otherwise stated and shall be valid for 30 days and may be revoked at any time.

2.7 Where delivery is agreed to be made by instalments, each instalment may be deemed at the Supplier’s discretion to be a separate and distinct contract and no default by the Supplier in respect of any one or more instalment shall entitle the Customer to reject or withhold payment in respect of any other instalment.

3. Customer’s Responsibilities

3.1 The Customer will provide the Supplier with such facilities, information, drawings and designs as it may reasonably need concerning the Customer’s operations and answers to queries, decisions and approvals which may be reasonably necessary for the Supplier to perform the Agreement. The Customer is responsible for ensuring that such material and answers are accurate and complete.

3.2 The Customer will provide free of charge the following facilities to authorised personnel of the Supplier and any sub-contractors at such times not limited to the Customer’s normal business hours as the Supplier requires to allow it to perform this Agreement;-

3.2.1 access to the Installation Site;

3.2.2 access to the Customer’s employees for information purposes;

3.2.3 access to engineering contacts should this be required by the nature of the Specification;

3.2.4 access to computer systems should this be required by the nature of the Specification;

3.2.5 all electric power, lighting, heating, water, air conditioning and other facilities reasonably needed by the Supplier to perform this Agreement.

3.3 The Customer will ensure that the Installation Site is prepared and conforms with safe working practices and any requirements or description specified to it by the Supplier prior to commencement of installation of the Goods.

3.4 The Customer will obtain all necessary licences or authorities which may be needed in connection with the Goods and the Services.

3.5 Following completion of installation, the Customer shall follow any instructions of the Supplier as to use and maintenance of the Goods.

4. Payment Provisions

4.1 The Contract Price shall be agreed between the parties in writing before performance of this Agreement.

4.2 The Supplier reserves the right by giving notice to the Customer at any time before completion of its performance of the Agreement to increase the Contract Price if;-

4.2.1 there is any delay to the Target Commencement Date or otherwise which is not the fault of the Supplier;

4.2.2 the costs to the Supplier of providing such Goods or Services increase due to any factor beyond the control of the Supplier;

4.2.3 the Customer changes the Specification;

4.2.4 the Customer agrees to any change to the Specification proposed by the Supplier;

4.2.5 Goods or Services are required by the Customer with exceptional urgency;

4.2.6 the Customer fails to give the Supplier adequate or accurate information, instructions or facilities.

4.3 Unless alternative payment provisions (such as fixed invoicing intervals) are agreed, the Supplier may submit an invoice or invoices at any time during or after performance of the Agreement in respect of such part of the Goods delivered or installed and such part of the Services performed to that date. The Supplier may submit an invoice for any balance of the Contract Price immediately on delivery or installation of any balance of the Goods. Invoices shall be sent to the Customer’s address recorded in this Agreement, unless otherwise directed in writing.

4.4 All sums due under the Agreement will be paid by the Customer within 30 days of the date of receipt of an invoice without any deduction, setoff, counterclaim or abatement and time for payment shall be of the essence.

4.5 The Contract Price excludes VAT or any other sales tax unless stated expressly to the contrary in this Agreement, and such VAT or tax will be charged in addition.

4.6 The Contract Price does not include carriage, packing or insurance unless expressly stated, and such sums may be added by the Supplier to the Contract Price.

4.7 No act or omission of the Customer which prevents the Supplier from delivering the Goods or continuing to perform the Agreement or to perform it according to any agreed time-scale shall prevent the Supplier from raising invoices in accordance with this clause 4.

4.8 If the Customer fails to make any payment within the time specified in this Agreement, the Supplier may take any or all of the following steps;-

4.8.1 immediately invoice the balance of the Contract Price in advance of the delivery of any further Goods or the supply of any further Services;

4.8.2 cancel the Agreement and any other Agreement between the Supplier and the Customer;

4.8.3 charge the Customer interest (both before and after any judgement) on the amount unpaid at the rate of 4% per annum above the Lloyds Bank Plc base lending rate from time to time until payment in full is made, accruing on a weekly basis;

4.8.4 charge the Customer for all costs and expenses (including legal costs) reasonably incurred by the Supplier in the collection of any overdue amount;

4.8.5 appropriate any payment made by the Customer and set-off any monies due to the Customer, whether under this Agreement or any other agreement or otherwise (including any VAT applicable), to or against the unpaid invoice or invoices;

4.8.6 refuse to deliver or install any balance of Goods or provide any further Services or warranty services, whether under this Agreement or any other agreement or otherwise, until payment is made in full;

4.9 Where payment is made by means of any bill of exchange, cheque or other negotiable instrument, payment shall not be treated as having been made until such instrument has been honoured on presentation for payment.

5. Goods and Title

5.1 The Supplier will be responsible at the Customer’s cost for the delivery of the Goods to the Installation Site.

5.2 The Goods shall be at the Customer’s risk as from delivery to the Installation Site, or in the case of collection by the Customer, from the date and time of such collection, save for later damage caused to the Goods by any negligent act of the Supplier or any of its sub-contractors and the Customer will be responsible for insuring the Goods from the time risk passes.

5.3 In spite of delivery having been made, legal title in the Goods shall not pass from the Supplier to the Customer until the Contract Price has been paid in full.

5.4 Until title in the Goods passes to the Customer, the Customer shall where practicable store the Goods separately from all other goods in its possession and shall not remove packaging or labelling.

5.5 Notwithstanding that the Goods remain the property of the Supplier the Customer may use the Goods in the ordinary course of its business provided that installation of the Goods has been completed.

5.6 The Supplier shall be entitled to recover the Contract Price notwithstanding that title has not passed to the Customer.

5.7 Title to the Goods shall remain in the Supplier (until payment of the Contract Price), notwithstanding that the Goods have been installed or partially installed by the Supplier or any other party. In this respect, the parties recognise that the Goods are generally capable of de-installation.

5.8 Until such time as title in the Goods passes to the Customer, and provided that the Customer is in default in payment or enters into any insolvency process or indicates an intention to do so or the Supplier in good faith has doubts about the solvency of the Customer, the Customer shall on request deliver up such Goods as have not ceased to be in existence or resold, to the Supplier. If the Customer fails to do so, the Supplier may enter upon any premises owned, occupied or controlled by the Customer where the Goods are situated and repossess the Goods, using only such force as may be necessary. On the making of such request the Customer’s rights under clause 5.5 shall cease.

5.9 If the Supplier reasonably incurs costs in relation to de-installation of Goods under clause 5.8, it may further invoice those costs to the Customer and those shall be payable on receipt of invoice.

5.10 The Customer’s rights under clause 5.5 shall automatically cease if any of the grounds for termination of the Contract under clause 10.1 arise.

5.11 The Customer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of the Supplier.Without prejudice to the other rights of the Supplier, if the Customer does so all sums whatever owing by the Customer to the Supplier shall forthwith become due and payable.

5.12 The Customer shall insure and keep insured the Goods to their full value against “all risks” to the reasonable satisfaction of the Supplier until the date that property in the Goods passes, and shall whenever requested by the Supplier produce a copy of the then current policy of insurance.

Without prejudice to the other rights of the Supplier, if the Customer fails to do so, all sums whatever owing by the Customer to the Supplier shall forthwith become due and payable.

5.13 Any intellectual property rights in the Goods or in any designs or specifications produced by the Supplier for the purpose of the Agreement shall remain the property of the Supplier. No right or licence is granted except the right to use the Goods.

6. Timescale

6.1 The Supplier will use all reasonable endeavours to commence performance of the Agreement on the Target Commencement Date. Any timescales given will be treated as target dates only and time will not be of the essence.

6.2 The Supplier shall not be responsible for delay caused by factors beyond its control, including failure of the Customer to comply with clause 3.

6.3 The Supplier reserves the right by giving notice to the Customer at any time before delivery of any Goods or performance of any Services to change the Target Commencement Date if;-

6.3.1 the Customer changes the Specification;

6.3.2 the Customer causes any delay;

6.3.3 the Customer fails to give the adequate or accurate information, instructions or facilities.

6.4 The Customer shall make such arrangements as are necessary to take delivery of the Goods at the Installation Site on any agreed date.

7. Warranty

7.1 Within 14 days of completion of installation of any Goods or of provision of any other Services under this Agreement, the Customer shall notify the Supplier in writing of any fault it has identified in such provision.

7.2 If no such notification is received, the Customer shall be deemed to have accepted the Goods and Services and shall not thereafter be entitled to reject them outright.

7.3 During the Warranty Period, the Customer shall notify the Supplier in writing within 14 days of discovery of any defects either in the Goods or the provision of the Services. The Supplier shall use its best endeavours to correct any defect arising under normal use and due solely to faulty design (except where supplied by or on behalf of the Customer), materials or workmanship, of any of Goods and Services supplied under this Agreement, which is notified to it within the Warranty Period and within the above time limit, within a reasonable time of receiving such notification, and may at its discretion;-

7.3.1 carry out such work as is necessary to remedy the defect on-site;

7.3.2 take such part of the Goods as is necessary away from the Installation Site to examine the Goods or carry out repair work;

7.3.3 replace all or any part of the Goods;

7.3.4 refund the Contract Price or such part of it as relates to the defective Goods or Services.

7.4 The Customer’s obligations at clause 3 shall apply in relation to the provision of maintenance under this clause 7 as to the installation of the Goods.

7.5 The Supplier may invoice the Customer for the cost of any work or materials brought about by the Customer’s notification of any fault, where such fault is not attributable to any act or omission of the Supplier or is attributable to;-

7.5.1 misuse of the Goods by the Customer;

7.5.2 failure to follow the Supplier’s advice as to use and maintenance of the Goods;

7.5.3 any modification made to the Goods or other work undertaken on them by the Customer or by third parties without the prior written consent of the Supplier.

7.6 If any unauthorised modification is made to the Goods or other work undertaken on them by the Customer or by third parties without the prior written consent of the Supplier, the Supplier shall not be obliged to correct any defects or provide any warranty services under this Agreement.

8. Warranties and Indemnities

8.1 The Supplier warrants that the Goods and the Services will comply with the Specification.

8.2 The Customer warrants that it has not relied on any representations made by or on behalf of the Supplier or upon any descriptions, illustrations or specifications contained in any material produced by or on behalf of the Supplier, save for the Specification of the Goods and the Services as agreed between the parties.

8.3 The Customer warrants that any copy, specification, design or instruction or other material supplied by it to the Supplier, and any computer software to which the Supplier is given access in the course of this Agreement, will not infringe any intellectual property or other rights of any third party, nor will it be defamatory or otherwise unlawful, and that the Supplier’s use of such material or software for the purposes of this Agreement will not give rise to any right of action by any third party, and the Customer will indemnify the Supplier in respect of any claim relating to such infringement.

9. Limitation of Liability

9.1 The Supplier shall not be responsible for any defects in the Goods or the Services which are not notified in writing to it within the Warranty Period nor for any defects notified to it within this period but not in accordance with the time limits set out at clause 7, nor for any defects which are the fault of the Customer or any third party.

9.2 All information and advice given by the Supplier to the Customer relating to the performance or use of the Goods or otherwise is based on the Supplier’s experience, but the Supplier shall not be liable for any inaccuracies.

9.3 The terms of this Agreement represent the whole agreement between the parties and all other warranties, conditions, terms, undertakings or of an intention to terminate if the breach is not remedied; representations of any kind, whether express or implied, statutory or otherwise relating to the provision of any goods or services under or in connection with the Agreement including (without limitation) as to the condition, quality, performance or fitness for purpose of any goods or the standard of care used in the provision of services are hereby expressly excluded from the Agreement save as prohibited by law.

9.4 The Supplier shall not be liable under contract, tort (including negligence) or otherwise for any loss of production, loss or corruption of data, loss of profits or of contracts, loss of operation time, loss of goodwill and loss of anticipated savings, nor for any indirect or consequential loss, damage, cost or expense of any kind whatever and however caused.

9.5 The Supplier accepts liability for death or injury caused by the negligence of the Supplier, its employees, agents or sub contractors in the course of their engagement under this Agreement, and liability which otherwise cannot be excluded or restricted under law, without limit.

9.6 In all other cases not falling within clause 9.5, the Supplier’s total liability (whether in contract, tort including negligence or otherwise) under or in connection with this Agreement or based on any claim for indemnity or contribution shall not exceed two times the Contract Price in aggregate. The Supplier may be prepared to provide wider limitation terms in return for an enhanced payment.

9.7 The Supplier shall not be liable for any change to the Specification of the Goods if the variation does not materially affect the characteristics of the Goods, and the substituted materials (if any) are of comparable quality to the originals.

9.8 The Customer agrees that except as expressly provided in this Agreement the Supplier will not be under any liability of any kind whatever and however caused, arising directly or indirectly in connection with this Agreement.

9.9 Any liability of the Supplier under the Contract shall be subject to and conditional upon the due performance by the Customer of all its obligations under this Contract and, subject to these terms, the Customer shall not be entitled to withhold or delay payment or exercise any right of set-off which might otherwise have been available to it.

9.10 The Customer shall maintain such insurance protection as shall be reasonable and prudent, taking account of the nature of the Customer’s business. The Supplier shall not be liable under this Contract for losses suffered by the Customer which are, or would have been, recoverable under such policy of insurance.

10. Termination

10.1 The Supplier may terminate this Agreement or suspend its performance with immediate effect on written notice if;-

10.1.1 the Customer ceases or threatens to cease to carry on its business or becomes insolvent;

10.1.2 a Receiver, Administrator or similar officer is appointed over all or any part of the assets or undertaking of the Customer;

10.1.3 the Customer makes any arrangement for the benefit of its creditors;

10.1.4 the Customer goes into liquidation save for the purposes of a genuine amalgamation or reconstruction;

10.1.5 the Customer commits a material breach of this Agreement and (in the case of a breach capable of remedy) fails to remedy it within 7 days of receipt of written notice from the Supplier specifying the breach and containing a warning of an intention to terminate if the breach is not remedied;

10.1.6 the Customer refuses to take delivery of the Goods or any part of them on the Target Delivery Date or any other agreed date;

10.1.7 the Customer defaults in paying the Contract Price or any part of it.

10.2 In the event of a suspension, the Supplier shall be entitled to demand pre-payment of any part of the Contract Price not yet due for payment as a condition of re-commencing its performance.

10.3 The Supplier may terminate this Agreement at its discretion at any time by giving 1 months notice in writing to the Customer.

10.4 Upon termination of this Agreement for whatever cause the Customer shall pay to the Supplier all monies due to the Supplier at that date after taking into account amounts previously paid including;-

10.4.1 the total value of Goods delivered and Services performed up to the date of termination, the Contract Price for which shall then become payable immediately notwithstanding any prior contrary arrangement;

10.4.2 any cancellation charges payable to the Supplier’s sub-contractors;

10.4.3 the cost of the Goods ordered for the purposes of the Agreement for which the Supplier has paid or is legally bound to pay. The Supplier may

at its discretion retain or take back part or all of the Goods in lieu of the payment attributable to such material;

10.4.4 the cost of removal from the Installation Site of any property of the Supplier;

10.4.5 any other costs incurred by the Supplier in connection with the Agreement or its termination including but not limited to loss of profits, processing costs already incurred and any reduction in the value of the material used.

10.5 Termination of this Agreement shall not affect any rights of the parties accrued to them up to the date of termination.

11. Miscellaneous

11.1 Neither party shall be liable for any delay in performing or failing to perform any of its obligations under this Agreement due to any act of God, war, strike, lock-out, industrial action, fire, flood, drought, tempest or other event beyond the reasonable control of either party.

11.2 All notices to be given under this Agreement shall be in writing and shall be sent to the normal business address of the party concerned by first class post or by hand.

11.3 No delay or failure by the Supplier to exercise any of its powers, rights or remedies under this Agreement will operate as a waiver of them and any waiver, to be effective, must be in writing.

11.4 If any part of this Agreement, is found by a court or other competent authority to be invalid, unlawful or unenforceable then such part will be severed from the remainder of this Agreement which will continue to be valid and enforceable to the fullest extent permitted by law.

11.5 This Agreement is the complete and exclusive statement of the agreement between the parties relating to the subject matter of the Agreement and supersedes all previous communications, representations and other arrangements, written or verbal.

11.6 The Customer undertakes not at any time to disclose any confidential information, documents or other material supplied or made known to it during the existence of this Agreement by the Supplier to any third party, save as permitted by this Agreement and save for any information in the public domain, and to use its best endeavours to prevent unauthorised publication or disclosure of the same.

11.7 The Supplier shall be entitled to set-off against any monies payable to it by the Customer under this Agreement, any monies which may be payable by it to the Customer, whether under this Agreement or otherwise. The Customer shall not be entitled to any right of set-off.

11.8 This Agreement will be construed in accordance with and governed by the law of England and Wales and each party agrees to submit to the jurisdiction of the courts of England and Wales.

Posted on 0000-00-00