Terms and Conditions of Sale

1) General , All orders for products and services by Barair Systems Limited are accepted by Barair Systems Limited ('BaSL') subject to these terms and conditions of sale. No other terms will apply to the supply of products and services by BaSL unless agreed in writing by an authorised signatory of BaSL. ll descriptions of the products and services contained in the website or otherwise communicated to the Customer are approximate only and shall not form any part of the contract between BaSL and the Customer. BaSL may correct any errors in its product information without liability to the Customer. The advertising of products and services on the BaSL website and other publicity material merely constitutes an invitation by BaSL for the Customer to make an offer to purchase products and services. These terms and conditions do not apply to export transactions, to which separate terms and conditions of sale apply. BaSL is a business-to-business supplier. BaSL products are intended for use by business customers and not for consumers or private individuals.

2) Prices , The prices of the products and services are as set out on the BaSL website and official publications are current at the date of dispatch / publication. All prices exclude VAT, which BaSL will add at the rate applicable at the date of dispatch. Whilst BaSL will try to maintain the prices quoted in BaSL publications, BaSL reserves the right to change them without prior notice at any time.

3) Ordering , BaSL reserves the right to decline to trade with any company or person. In addition, BaSL may decline to accept any order, whether or not payment has been received, by giving notice of non-acceptance to the Customer by telephone or facsimile within a reasonable period of receipt by BaSL of the order. BaSL executes orders to the Customer's requirements, and does not substitute one product for another unless requested by the Customer, or unless the product has been superseded by the latest version. To the extent that orders cannot be fulfilled completely from stock, the unfulfilled balance will (at the Customer's option) either be put on back order to be fulfilled when BaSL next has available stock or be cancelled. The Customer must submit orders using the BaSL stock numbers and the priced units used in the BaSL website or BaSL publications and must specify which delivery option is required. If the Customer confirms telephone, fax or internet orders, the confirmation must be marked 'CONFIRMATION ONLY' to avoid duplication. If the Customer orders the wrong product or number of products, or duplicates orders, the handling fee referred to in clause 11 will apply to any returns.

4) Delivery and Collection , BaSL will aim to deliver products in accordance with the Customer's order. Delivery prices apply per order, irrespective of the number of products ordered. Delivery will normally only be made to the Customer's usual business address. Times and dates for delivery quoted by BaSL employees are approximate only and BaSL shall not be liable for the consequences of any delay in delivery. Time for delivery shall not be of the essence. If any delivery is late, the Customer must notify BaSL, and BaSL will endeavor to ascertain if the product has been delivered or the expected delivery time of the product to the Customer. BaSL will also, at its discretion, refund the total delivery charge to the Customer. If a revised delivery time is not acceptable BaSL will also, at its discretion, offer an alternative delivery option. These are the Customer's exclusive remedies for late delivery.

5) Inspection , Delivery Delays and Non-Delivery, The Customer must inspect the products as soon as is reasonably possible after delivery and shall, within 10 days of the date of delivery, give notice to BaSL in detail of: 1) Any defect in the product that is apparent on reasonable examination. In this case BaSL shall, at BaSL’s discretion, replace the products or refund the purchase price. In any event the Customer must refuse parcels delivered to it in a damaged condition; 2) Any shortfall in products delivered. In this case BaSL shall, at its discretion, deliver the undelivered products or refund the price of the undelivered products; 3) Any delivery of products not in accordance with the order. In this case BaSL shall, at BaSL’s discretion, replace the products or refund the purchase price; 4) Any non-delivery of the products (in which case the time limit is within 10 days of the estimated despatch date). In this case BaSL shall deliver the undelivered products or refund the price of the undelivered products. If the Customer fails to give any such notice, the products shall be conclusively presumed to be, in all respects, in accordance with the order and free from apparent defects, and the Customer shall be deemed to have accepted the products accordingly. BaSL’s record of the products dispatched (including the quantity) shall be conclusive evidence of the products received by the Customer, unless proved otherwise by the Customer.The remedies set out above are the Customer's exclusive remedies for non-delivery or short delivery of products, or for apparent defects in the products or delivery of products not in accordance with the order. BaSL shall not be liable for any losses, consequential or otherwise, arising from these circumstances.

6) Payment , If BaSL has not granted credit to the Customer, payment terms are cash with order. Credit terms (subject to satisfactory references) are available. If credit has been granted, the Customer shall pay the price of the product or service by the 20th day of the month following the month in which the products are dispatched. All payments must be made without any set-off, deduction or counterclaim. If any sum is not paid on the due date for payment then, without prejudice to any other right or remedy: All sums then outstanding from the Customer will immediately become due and payable notwithstanding that such sums would not otherwise be due until a later date, and BaSL may also charge the Customer interest from the due date until payment is made in full (both before and after any judgement) on the amount unpaid at a rate which is 8 per cent per annum above the HSBC Bank plc base rate from time to time, compounded monthly.

7) Risk and Ownership , Risk of loss of or damage to the products shall pass to the Customer on delivery. Ownership of the products shall not pass to the Customer until all sums due to BaSL from the Customer for those products have been received by BaSL (in cash or cleared funds). If the Customer is late in paying any sum to BaSL, then BaSL shall be entitled to the immediate return of all products where the ownership has not passed to the Customer. The Customer authorizes BaSL and its agents to recover the products, and to enter any premises of the Customer for that purpose. Demand for or recovery of the products by BaSL shall not of itself discharge either the Customer's liability to pay the whole of the price and take delivery of the products or BaSL’s right to sue for the whole of the price.

8) Product and Availability Information , BaSL reserves the right, without prior notice, to discontinue any product or to make design changes as part of its continuous programme of product improvement, or to assist product availability.

9) Warranty , For products purchased from BaSL warrants that if any product is defective, it will replace or repair the product or refund the purchase price. This warranty is subject to a claim being made in writing to BaSL within 12 months of the original date of dispatch, or such other longer period as may be indicated by BaSL for specific products from time to time. For services purchased from BaSL (as referred to in clause 12): R BaSL S warrants that if any service is defective, it will, at its option, either rectify the service or supply to the Customer free of charge a substitute product in place of the defectively serviced product. This warranty is subject to a claim being made in writing to BaSL within 12 months of the date of the invoice, or such other periods as may be indicated by BaSL for specific products from time to time.These warranties shall not apply to any defect which arises from improper use, failure to follow the product instructions, or any repair or modification made without the consent of BaSL. The Customer must return or dispose of the products, or make them available for collection by BaSL, in accordance with BaSL’s instructions. If returned they must be suitably packaged and, where relevant, returned in accordance with any particular instructions which BaSL may have notified to the Customer at the time of supply.Returned products or parts must be accompanied by an advice note stating the original invoice number in respect of the products and the nature of any claimed defect, together with such further information as BaSL may at the time of supply have stipulated. Where the Customer returns products otherwise than in accordance with these warranty provisions, BaSL may refuse such products and return them to the Customer at the cost of the Customer.Any products or parts which are replaced by BaSL shall become the property of BaSL. Title to replacement products shall pass to the Customer on delivery, and the period of the replacement product's warranty shall be calculated from the date of dispatch of the defective product. The remedies set out above shall be BaSL’s sole liability and the Customer's sole remedy for any breach of warranty. Save as expressly provided in these terms and conditions of sale, all implied warranties, terms and conditions (whether statutory or otherwise) are excluded to the fullest extent permitted by law. BaSL will not be liable to the Customer for any loss of any kind whatsoever which arises out of the breach of implied warranties, terms or conditions (statutory or otherwise) or breach of any other duty of any kind imposed on BaSL by operation of law. The Customer acknowledges that it is responsible for ensuring that the products and services it orders are fit for the purposes for which it intends to use them.

10) Liability, BaSL shall not be under any liability for damage, loss or expenses resulting from the failure to give advice or information or the giving of incorrect advice or information whether or not due to its negligence or that of its employees, agents or sub-contractors. BaSL shall not be liable for intellectual property rights infringement, punitive damages, loss of revenue, loss of profits or expected future business, damage to reputation or goodwill, loss of any order or contract or any consequential or indirect loss or damage, all as may result from, or be connected with: (i) any express or implied terms of the contract between BaSL and the Customer, or of any order accepted by BaSL; (ii) any duty of any kind imposed on BaSL by law arising out of or in relation to the contract or order; or (iii) any defect in the products or services. If, notwithstanding clauses 9 and 10, any liability attaches to BaSL, RS's liability to the Customer in respect of one or more of (i) any express or implied terms of the contract between BaSL and the Customer, or of any order accepted by BaSL; (ii) any duty of any kind imposed on BaSL by law arising out of or in relation to the contract or order; or (iii) any defect in the products or services; shall be limited in the aggregate to £500,000. Nothing in this clause 10 shall exclude or limit the liability of BaSL for death or personal injury caused by the negligence of BaSL or its employees, agents or sub-contractors, or for fraud.

11) Cancellations and Returns , The Customer may not cancel orders once accepted by BaSL. BaSL may, at its discretion and in writing, allow an order to be cancelled subject to BaSL recovering from the Customer the costs incurred by BaSL. In the event of part cancellation, BaSL may invoice the Customer any difference in selling price per unit applicable to the quantity actually dispatched up to the time of cancellation compared to the quantity ordered. The customer may only return products to BaSL, and receive a credit or refund, on the following conditions: 1)The Customer must contact BaSL and obtain the prior consent of BaSL. 2) Return must be made within 30 days of the date of delivery. Products must be returned to RS in their original condition and packaging and in a condition which will enable them to be immediately fit for re-sale 3) The Customer must follow any specific instructions which appear in this catalogue or with any product regarding its return to BaSL. 4) The Customer must quote the invoice details or the BaSL reference number on the BaSL Customer Returns Form from the original despatch note, otherwise the credit will be based upon the lowest sales price. For products returned due to Customer error or no longer required and returned in accordance with (i) - (iii) above a handling charge will be applied. Where the Customer returns products to BaSL not in accordance with (i) - (iii) above (for example, after 30-days from the date of despatch or in an unfit state) BaSL will refuse delivery and return the products at the Customer's expense or may apply a handling charge which relates to the actual cost of reprocessing (subject to a minimum charge). This returns policy excludes software, calibrated products and specially manufactured products. BaSL accepts no responsibility for any loss of or damage to products in transit or for any items received by BaSL with them. Products to be returned to BaSL must be adequately packed and dispatched freight prepaid, clearly labeled to: CUSTOMER RETURNS , Barair Systems Limited, 4 John Street, Thornton, Bradford, BD13 3JS using the address label on the reverse of the dispatch note.

12) Force Majeure , A force majeure event is any event beyond the reasonable control of BaSL (including strikes, traffic congestion, the downtime of any external line, or BaSL’s inability to procure services, materials or articles required for the performance of the contract except at enhanced prices). If BaSL is prevented or restricted from carrying out all or any of its obligations under these terms and conditions of sale by reason of any force majeure event, then BaSL shall be relieved of its obligations during the period that such event continues, and shall not be liable for any delay and/or failure in the performance of its obligations during such period. If the force majeure event continues for a period longer than fourteen days, BaSL may cancel the affected order or cancel the whole or any part of these terms and conditions of sale, without any liability to the Customer.

13) Law and Jurisdiction , The contract between BaSL and the Customer shall be governed by and interpreted in accordance with English Law and the Customer submits to the jurisdiction of the High Court of Justice in England, but BaSL may enforce the contract in any court of competent jurisdiction. © Barair Systems 2004