1. Definition
The Vendor is Cardmedia (Europe) Ltd having its registered offices at Companies House, Crown Way, Cardiff, CF14 3UZ UK. The Purchaser is any individual or company to whom the Vendor may agree to sell goods and services in accordance with the Vendor's general terms and conditions of sale.

2. Error
Clerical errors are subject to correction by the Vendor at any time.

3. Prices
Prices quoted are ex-works and exclude carriage and V.A.T. Any quoted or listed price shall be subject to revision, without notice, according to the Vendor's prices ruling at the date of despatch.

4. Risk and Property
Risk in the goods shall pass to the Purchaser upon delivery and the Purchaser shall insure them and keep them insured for not less than the full Invoice value whilst the goods are in the Purchaser's possession and control. Property in the goods shall remain with the Vendor until such time as full payment has been received by the Vendor from the Purchaser.
Notwithstanding such retention of title the Purchaser may, in the ordinary course of business, resell the goods. However, the Vendor may revoke such Purchaser's power of sale at any time when the purchase price, or any part thereof, is overdue or in the event that the Purchaser is in breach of any other term and condition of sale. Upon such revocation, the Purchaser shall return the goods or such part as still remain in the Purchaser's possession or control, to the Vendor and shall allow the Vendor immediate entry and access to all premises where goods are kept to allow the Vendor to repossess them should it so wish.

5. Delivery
The Vendor shall make every reasonable effort to meet estimated delivery date but shall not accept any liability whatsoever resulting from failure or delay in delivery. Where an order calls for a number of items, the Vendor reserves the right to deliver any number of items as soon as they are available and the Purchaser shall accept and honour all invoices in respect of such part shipments in accordance with the payment terms. Claims for non-delivery must be made in writing to the Vendor within five (5) working days of the Invoice.

6. Inspection and Acceptance
If the Purchaser desires to inspect the goods, such inspection must be made, in advance of delivery, at the Vendor's premises or at the premises of the Vendor's subcontractors and notification of such a requirement must be given in writing at the time of placing the order. If upon inspection the goods are approved by or on behalf of the Purchaser, such approval shall constitute final acceptance. If no inspection is made, the Purchaser shall be deemed to have accepted the goods upon delivery unless the Purchaser rejects the goods in writing within five (5) working days of delivery.

7. Payment
Punctual payment is of the essence of the contract and payment of installments due is a condition precedent to further deliveries. Unless otherwise agreed in writing by the Vendor, payment shall be in advance against a pro-forma invoice from the Vendor. All payments emulating from outside the UK shall be by telegraphic transfer direct to the Vendor's bank account. Full details are found on the face of all invoices.

8. Interest on and Collection of Overdue Accounts
The Vendor reserves the right to charge interest on all overdue balances at the rate of Finance House Base Rate plus 5%. The Vendor reserves the right to add to any overdue account the costs incurred by Vendor in collecting the account through a third party acting on Vendor's behalf.

9. Export Control
If the goods are licensed by the US Government for ultimate destination within the UK or any other EEC country then the goods may not be re-exported from these countries without the prior approval of the Vendor in writing.

10. Force Majeure
The Vendor shall not be liable for failure to perform or delay in performance of any contract or for loss or damage to goods directly or indirectly resulting from any cause whatsoever beyond the reasonable control of the Vendor including but not limited to acts of God, fire, theft, riot, war, embargo, strikes, shortage of labour, delays in delivery of materials by sub-suppliers, prohibition of export or import, confiscation or the action of any Government.

11. Illustrations and Specification Data
All drawings, descriptive and forwarding specifications and particulars pertaining to weights and dimensions are approximate only. All descriptions and illustrations contained in catalogues, price lists and advertisements are intended only to present a general guide-line to the goods described therein and shall not form part of the contract. Provided that any changes in specification shall not materially impair performance, the Vendor reserves the right to incorporate new features and consequently supply goods which may not be in strict accordance with the specification previously agreed.

12. Purchaser's Default, Cancellation and Rescheduling of Orders
If the Purchaser shall default in or commit any breach of its commitments to the Vendor or if the Purchaser shall become bankrupt, go into liquidation or become insolvent or be placed in Receivership or Administrative Receivership, the Vendor shall have the right (without prejudice to any further or other claims or rights) to terminate the contract forthwith and payment for any deliveries already made shall become due immediately. Cancellation or rescheduling delivery dates of any order will only be considered if application is made in writing more than fourteen (14) days prior to the Scheduled delivery date. In the event of cancellation the Vendor shall be entitled to claim as damages an amount equal to 15% of the value of the order which amount the Purchaser agrees represents a genuine estimate of the Vendor's loss.

13. Warranty
The Vendor warrants that goods to be delivered under this contract are as described and that the Vendor has title thereto and right to sell same. The Vendor's warranty is effective from the date the goods have been accepted in accordance with Clause 6 above and limited to twelve (12) months thereafter or such period as may be notified in writing (the "warranty period"). During the warranty period, the Vendor will replace free of charge, ex-works, any part of the goods, provided always the goods are returned to the Vendor's works carriage paid. The goods when serviced or replacement goods supplied will then be returned carriage paid by the Vendor. The warranty shall not operate where the goods have been subject to use beyond their normal performance specifications or in any other way misused. Notwithstanding the foregoing, the Vendor's liability in respect of items subject to a separate guarantee by the manufacturer of the equipment concerned, will be limited to the manufacturer's own warranty terms and conditions. Subject to the provisions set out above, all implied warranties or conditions, statutory or otherwise, as to quality or fitness for any purpose are hereby expressly excluded and the Vendor shall not (except as set out above) be under any liability whatsoever in respect of defects in goods delivered nor for any injury, damage or loss resulting from such defects howsoever arising.

14. Invalidity
Should any clause contained in these terms and conditions be held to be invalid, such invalidity will not affect the validity of the remaining clauses.

15. Law
These terms and conditions shall be subject to and construed in accordance with English Law.