1.

Definitions

In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:

the ''Agreement''

means the contract formed by the Supplier's acceptance of the Customer's order, to which these terms and conditions shall apply.

''business day''

means any day other than a Saturday, Sunday Bank Holiday or public holiday and the Supplier's hours of business shall be 9:00 am to 5:00 pm Monday to Friday.

the ''Delivery Date''

means the provisional delivery date or dates specified in the Order or such extended date(s) as may be agreed between the parties or granted pursuant to Clause 11.

the ''Equipment''

means the equipment specified in the Order.

the ''Location''

means the Customer's premises in which the Equipment is to be installed as specified in the Order or as otherwise agreed.

the ''Off-Loading Point''

means the Customer's off-loading point specified in the Order or as otherwise agreed.

the ''Order''

means the Customer's order for the Supplier's goods and/or services which has been accepted in writing by the Supplier.

the ''Price''

means the price for the Equipment and the services to be provided hereunder as specified in the Order.

2

Products and Services to be Provided

2.1

The Supplier agrees to:

2.1.1

sell the Equipment to the Customer free from encumbrances;

2.1.2

provide the other services hereinafter described (including any referred to in the Order) upon the terms and conditions hereinafter contained.

2.2

The Equipment is subject to availability and in the event that the Supplier is unable to obtain all or part of the Equipment, the provisions of Clause 12 shall apply.

2.3

Without prejudice to Clause 2.2, the Supplier reserves the right prior to delivery of the Equipment to substitute an alternative item of equipment for any item of equipment agreed to be supplied hereunder provided that such substitution will not materially affect the performance or suitability of the Equipment as ordered.

2.4

Unless otherwise agreed operating consumable supplies and similar accessories are not supplied as part of the Equipment.

2.5

A11 samples submitted by the Supplier or their agents shall remain the property of the Supplier and are returnable at the request of the Supplier.

3

Price and payment

3.1

Subject to Clause 3.2 and unless otherwise agreed by the parties, the price shall be paid by the Customer in the sums and on the date or dates set out on the Order.

3.2

The Price and any additional charges payable under this Agreement are in accordance with the Supplier's standard scale of charges in force on thedate of this Agreement. The Supplier shall be entitled at any time before the Delivery Date to vary the Price and any additional charges payable underthis Agreement to reflect any changes in the Supplier's standard scale of charges and the Supplier shall give written notice of such variation to theCustomer. This Agreement shall be deemed to be varied accordingly by such notice of variation unless the Customer shall within 14 days of thereceipt of such notice terminate this Agreement by giving notice in writing to the Supplier in which event neither party shall have any liability to theother in respect of such termination.

3.3

Unless otherwise agreed the Price and any additional charges payable under this Agreement are exclusive of Value Added Tax which shall be paid by the Customer at the rate and in the manner for the time being prescribed by law.

3.4

If any sum payable under this Agreement is not paid within 7 days after the due date then (without prejudice to the Supplier's other rights and remedies) the Supplier reserves the right to:-

3.4.1

charge interest on such sum on a day to day basis (as well after as before any judgment) from the due date to the date of payment (both dates inclusive) at the rate of 4 per cent per annum above the base rate of The Bank of Scotland plc from time to time in force;

3.4.2

terminate the Agreement such that all payments made by the Customer in the event of such termination be retained by the Supplier.

4

Title and Risk

4.1

The title to the Equipment shall pass to the Customer on payment in full of the Price and any other sums which may then be due under this Agreement.

4.2

Risk in the Equipment shall pass to the Customer on delivery of the Equipment at the Off-Loading Point and accordingly the Customer shall be responsible for insuring the Equipment against all normal risks with effect from such time.

5

Location Preparation

The Supplier shall supply to the Customer in reasonable time before delivery of the Equipment such information and assistance as may be necessary to enable the Customer to prepare the Location for the installation of the Equipment and to provide proper environmental and operational conditions for the efficient working and maintenance of the Equipment and for this purpose the Supplier will make available to the Customer the advice of a suitably qualified person. The Customer shall at its own expense prepare the Location and ensure that the proper environmental and operational conditions are maintained at all times.

6

Information and Access

6.1

The Customer undertakes to provide the Supplier promptly with any information which the Supplier may reasonably require from time to time to enable the Supplier to proceed uninterruptedly with the performance of this Agreement.

6.2

The Customer shall, for the purposes of this Agreement, afford to the authorised personnel of the Supplier during normal working hours full and safe access to the Location and shall provide adequate free working space and such other facilities as may be necessary for the installation of the Equipment.

7

Delivery

7.1

On the Delivery Date the Supplier shall deliver or begin to deliver the Equipment to the Off-Loading Point.

7.2

The Supplier shall not carry out or be responsible for the removal of doors, widening of entrances or any other structural work of any description for the purpose of moving the Equipment from the Off-Loading Point to the Location, which work shall be undertaken by the Customer at its own expense prior to delivery.

7.3

The Customer shall be responsible for all reasonable costs incurred by the Supplier in providing special equipment, personnel or works necessary to move the Equipment from the Off-Loading Point to the Location. Such costs shall be paid by the Customer in addition to the Price.

8

Installation

8.1

If stipulated on the Order, the Supplier shall install the Equipment at the Location.

8.2

If in the reasonable opinion of the Supplier it is necessary to remove or otherwise disconnect any of the Customer's existing equipment at the Location in order to carry out the installation of the Equipment, then the Customer shall permit, and obtain all necessary consents and accept full responsibility for, such removal and/or disconnection and shall give the Supplier all necessary assistance to enable such work to be carried out.

9

Acceptance

9.1

Following installation of the Equipment the Supplier shall be entitled at its own discretion to carry out its standard inspection tests ("the Inspection") upon the Equipment to ensure that each and every part of it is in full working order.

9.2

Once the Equipment has successfully passed the Inspection the Equipment shall be accepted by the Customer and the Customer shall acknowledge such acceptance by signing a commissioning certificate in a form acceptable to the Supplier.

10

Time

The time of delivery and installation of the Equipment shall not be of the essence of this Agreement and accordingly the Seller shall not be liable for any failure to deliver the Equipment at the Off-Loading Point and install the Equipment at the Location on the agreed date(s).

11

Force Majeure

Notwithstanding anything else contained in this Agreement, the Supplier shall not be liable for any delay in performing its obligations hereunder if such delay is caused by circumstances beyond its reasonable control (including without limitation any delay caused by any act or omission of any third party). Subject to the Supplier promptly notifying the Customer in writing of the reasons for the delay (and the likely duration of the delay), the performance of the Supplier's obligations shall be suspended during the period that the said circumstances persist and such party shall be granted an extension of time for performance equal to the period of the delay.
The Supplier shall not be liable to the Customer by any reason of any failure of the supplier to deliver the Equipment for any reason outside the Supplier's reasonable control, whether or not caused by or arising from the non-compliance of any of the Supplier's or third party systems or of any equipment with BSI DISC PD 2000-1:1998.

12

Unavailability of Equipment

12.1

In the event that (through no fault of the Supplier) any Equipment cannot be obtained (whether at all or for the agreed price) the Supplier shall use its reasonable endeavours to obtain suitable replacement equipment.

12.2

ln the event that the Supplier is unable to obtain suitable replacement equipment in the circumstances under Clause 12.1, the Supplier's liability to the Customer shall not exceed the Price paid or such proportion of the Price as the Customer may have paid in respect of the unavailable Equipment.

13

Customer's Default

If the Supplier is prevented or delayed from peforming its obligations under this Agreement by reason of any act or omission of the Customer then the Customer will indemnify the Supplier with all reasonable costs, charges and losses sustained or incurred by the Supplier as a result (including without limitation the cost of storage and insurance of the Equipment).

14

Cancellation

14.1

The Customer shall not be entitled to cancel this Agreement in respect of all or any part of the Equipment (other than for any breach of this Agreement by the Supplier as would entitle the Customer to terminate) prior to the Delivery Date except with the agreement in writing of the Supplier and on terms that the Customer shall indemnify the Supplier in full against all loss (including loss of profit) costs (including the costs of all labour and materials used) damages charges and expenses incurred by the Supplier as a result of such cancellation.

14.2

Until the Supplier shall have received full payment and indemnity, the Customer's notice of termination shall be of no effect and the Supplier may treat this Agreement as subsisting.

15

Termination

15.1

This Agreement may be terminated forthwith by the Supplier on giving notice in writing to the Customer if the Customer shall commit a material breach of any of the terms of the Agreement or if the Customer shall have a receiver or administrative receiver appointed or shall pass a resolution for winding-up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction shall make an order to that effect or if the Customer shall become subject to an administration order or shall enter into any voluntary arrangement with its creditors or shall cease or threaten to cease to carry on business or if the Supplier reasonably apprehends that any of the events mentioned in this Clause 15.1 is about to occur in relation to the Customer.

15.2

Any termination under Clause 15.1 shall discharge the Supplier from any liability for further performance of this Agreement and shall entitle the Supplier to enter any of the Customer's premises and recover any equipment and materials the property of the Supplier (and so that the Customer hereby irrevocably licenses the Supplier, its employees and agents to enter any such premises for that purpose) and also to be paid a reasonable sum for any work carried out by it prior to such termination.

15.3

Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of the Supplier nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.

16

Warranties and Liability

16.1

Unless otherwise specified on the Order, the Supplier warrants that the Equipment will be free from defects in materials, workmanship and installation for a period of twelve (12) months after the Delivery Date (the ''Warranty Period").

16.2

If the Supplier receives immediate written notice from the Customer of any breach of the warranty set out in Clause 16.1 above (the ''Warranty'') then the Supplier shall at its own expense and within a reasonable time after receiving such notice, repair or, at its option, replace the Equipment or such parts of it as are defective or otherwise remedy such defect provided that the Supplier shall have no liability or obligations under the Warranty unless it shall have received immediate written notice of the defect in question no later than the expiry of the Warranty Period. The title to the Equipment or any defective parts shall revert to the Supplier upon the replacement of the Equipment or such defective parts.

16.3

The Supplier shall have no liability or obligations under the Warranty other than to remedy breaches thereof by the provision of materials and services within a reasonable time and without charge to the Customer. lf the Supplier shall fail to comply with such obligations its liability for such failure shall be limited to a sum equal to the Price or price for the relevant parts of the Equipment. The foregoing states the entire liability of the Supplier, whether in contract or tort, for defects in the Equipment notified to it after the Delivery Date other than liability assumed under Clause 16.8 hereof.

16.4

The Warranty is contingent upon the proper use of the Equipment (and maintenance of the proper environmental and operational conditions) by the Customer and does not cover any part of the Equipment which has been modified otherwise than in accordance with the Supplier's prior written instructions or which has been subjected to unusual physical or electrical stress or on which the original identification marks have been removed or altered nor will the Warranty apply if repair or parts replacement is required as a result of causes other than ordinary use including without limitation accident, hazard, misuse neglect or failure or fluctuation of electrical power, air conditioning, humidity control or other environmental conditions.

16.5

The Supplier does not give any warranty that the Equipment is fit for any particular purpose unless that purpose is specifically advised to the Supplier in writing by the Customer and the Supplier confirms in writing that the Equipment can fulfil that particular purpose.

16.6

The Supplier does not warrant that the Equipment will achieve any particular performance criteria unless:

16.6.1

the Supplier has specifically guaranteed such criteria in writing subject to specified tolerances in an agreed sum as liquidated damages; and

16.6.2

the environmental conditions specified by the Supplier are maintained.

The payment by the Supplier of the liquidated damages referred to in Clause 16.6.1 shall be in full satisfaction of any liability of the Supplier in respect of the Equipment failing to achieve such performance criteria.

16.7

The Seller does not warrant in respect of any Equipment or any component of any Equipment supplied or manufactured by a third party that such Equipment or any parts of it will meet with the standard of Year 2000 Compliance as set out in BSI DISC PD2001:1998.

16.8

Except in respect of death or personal injury caused by the Supplier's negligence, the Supplier shall not be liable to the Customer for any breach of contract or negligence (whether caused by the Supplier, its employees or agents or otherwise) arising out of or in connection with this Agreement:

16.8.1

ln respect of indirect or consequential loss (which shall include loss or corruption of Customer's data);

16.8.2

In respect of direct loss, other than up to a maximum value of the Price or proportionate part thereof.

16.9

None of the provisions of this Clause 16 are intended for the benefit of any third party and may not be assigned.

17

Customer's Warranty

The Customer warrants that it has not relied upon any drawings, particulars of weight and dimensions, descriptions, illustrations or specifications contained in any catalogues and publicity material reproduced by or for the Supplier which are only intended to convey a general idea of the products and services mentioned therein.

18

Confidentiality

Each party shall treat as confidential all information obtained from the other pursuant to this Agreement and shall not divulge such information to any person (except to such party's own employees and then only to those employees who need to know the same) without the other party's prior written consent provided that this Clause shall not extend to information which was rightfully in the possession of such party prior to the commencement of the negotiations leading to this Agreement, which is already public knowledge or becomes so at a future date (otherwise than as a result of a breach of this Clause) or which becomes known to such party from a source other than the other party to this Agreement. Each party shall ensure that its employees are aware of and comply with the provisions of this Clause. lf the Supplier shall appoint any sub-contractor then the Supplier may disclose confidential information to such sub-contractor subject to such sub-contractor giving the Customer an undertaking in similar terms to the provisions of this Clause. The foregoing obligations as to confidentiality shall survive any termination of this Agreement.

19

Operating Manuals and Training

19.1

The Supplier shall provide the Customer with a set of operating manuals containing sufficient information for the proper operation of the Equipment.

19.2

The Supplier may by agreement with the Customer provide training in the use of the Equipment for the Customer's staff. Such training shall be provided in accordance with the Supplier's standard scale of charges from time to time in force.

20

Removal of Labels

The Customer shall not change, remove or obscure any labels, plates, insignia, lettering or other markings which are on the Equipment at the time of installation thereof.

21

Intellectual Property Rights Indemnity

21.1

The Supplier will indemnify the Customer and keep the Customer fully and effectively indemnified against all costs, claims, demands, expenses and liabilities of whatsoever nature arising out of or in connection with any claim that the use or possession of the Equipment infringes the intellectual property rights (including without limitation any patent, copyright, registered design or trademark) of any third party, subject to the following conditions:

21.1.1

the Customer shall promptly notify the Supplier in writing of any allegations of infringement of which it has notice and will not make any admissions without the Supplier's prior written consent;

21.1.2

the Customer, at the Supplier's request and expense, shall allow the Supplier to conduct and/or settle all negotiations and litigation resulting from any such claim;

21.1.3

the Customer shall, at the request of the Supplier, afford all reasonable assistance with such negotiations or litigation, and shall be reimbursed by the Supplier for any out of pocket expenses incurred in so doing.

21.2

lf the Customer's use or possession of the Equipment is held by a court of competent jurisdiction to constitute an infringement of a third party's intellectual property rights or if the Supplier is advised by legal counsel that such use or possession is likely to constitute such an infringement then the Supplier shall promptly and at its own expense:

21.2.1

procure for the Customer the right to continue using and possessing the Equipment; or

21.2.2

modify or replace the Equipment (without detracting from its overall performance) so as to avoid the infringement (in which event the Supplier shall compensate the Customer for the amount of any direct loss and/or damage sustained or incurred by the Customer during such modification or replacement); or

21.2.3

if sub-clauses 21.2.1 or 21.2.2 cannot be accomplished on reasonable terms, remove the Equipment from the Location and refund the Price to the Customer.

21.3

The foregoing states the Supplier's entire liability to the Customer in respect of the infringement of the intellectual property rights of any third party.

22

Software Licence

22.1

Where the Equipment includes third party software, the Supplier shall either arrange for a licence to be provided to the Customer from the relevant third party or the Supplier shall sub-license such software to the Customer on the terms required by the third party licensor. ln either case the Customer shall use such software solely in accordance with the terms of the relevant licence or sub-licence.

22.2

The Customer shall indemnify the Supplier in full in respect of any losses, costs, claims or damages incurred by the Supplier as a result of the Customer's breach of Clause 22.1 above.

23

Waiver of Remedies

No forbearance, delay or indulgence by either party in enforcing the provisions of this Agreement shall prejudice or restrict the rights of that party nor shall any waiver of its rights operate as a waiver of any subsequent breach and no right, power or remedy herein conferred upon or reserved for either party is exclusive of any other right, power or remedy available to that party and each such right, power or remedy shall be cumulative.

24

Entire Agreement

This Agreement supersedes all prior agreements, arrangements and undertakings between the parties and constitutes the entire agreement between the
parties relating to the subject matter hereof. No addition to or modification of any of the provisions of this Agreement shall be binding upon the parties
unless made by a written instrument signed by a duly authorised representative of each of the parties.

25

Notices

All notices which are required to be given hereunder shall be in writing and shall be sent to the address of the recipient set out in this Agreement or such other address as the recipient may designate by notice given in accordance with the provisions of this Clause. Any such notice may be delivered personally or by first class pre-paid letter, telex or facsimile transmission and shall be deemed to have been served if by hand when delivered, if sent by first class post, 48 hours after posting and if sent by telex or facsimile transmission upon receipt of an answerback code confirming transmission.

26

Headings

The headings to the Clauses of this Agreement are for ease of reference only and shall not affect the interpretation or construction of this Agreement.

27

Applicable Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of England and the parties hereby agree to submit to the exclusive jurisdiction of the English Courts.