Conditions of  Sale DEFINITIONS In these conditions the following words have unless the context requires otherwise  the meanings set out opposite them. "the Company" shall mean Asset 2000 Ltd.; "the Customer" shall mean any person firm or Company or  organisation to whom the Company agrees to sell "the Goods"; "the Goods" shall mean the Goods (and any parts thereof) the subject matter of the  Contract as described in these conditions and (if  appropriate) on the face of the Company’s order acknowledgement form. "the Manufacturer" shall mean the manufacturer of the  Goods.   GENERAL All  contracts for the sale of the Goods by the Company are made subject to these  conditions of sale which supersede any earlier sets of conditions issued by the Company. Any stipulations or conditions in the Customers order form or other  document delivered by the Customer which would if applicable conflict with these conditions or in any way qualify or negative the  same shall be deemed to be inapplicable to the Company unless the same shall  have been expressly agreed to in writing in a document signed by a Director of the Company. No other servant  or agent of the Company has any authority to alter  or qualify these conditions in any way. The  Company reserves the right by notice in writing to the Customer signed by a director of the Company to add to amend or vary these  conditions at any time  before acceptance of delivery of or payment for the Goods whichever is earlier. Acceptance of delivery of the Goods or payment for the Goods by the Customer to the Company shall itself constitute an acceptance of these conditions where acceptance has not been previously communicated to the Company. Quotations shall be available for acceptance (unless expressly stated otherwise) for a  maximum period of 30 days from the date  thereof and may be withdrawn by the Company within such period at any time by  written or oral notice.   DELIVERY The  time for delivery is given as accurately as possible but is not guaranteed. In the event that the Goods are not delivered on the date  stipulated then the  Customer shall accept delivery of the Goods within such further period which is  reasonable in all the circumstances provided that the  Customer is of the  reasonable opinion that such reasonable period has expired be  shall given  written notice to that effect to the Company stating his reasons for  such opinion whereupon such reasonable period shall be deemed to expire 15 days after the service of such notice. The Customer shall have no right to claim  damages  or cancel the order for any delay in delivery not exceeding 15 days  beyond such  reasonable period. The  Company shall not be required to fulfil orders in the  sequence in which they were placed. Failure  by the Customer to take delivery of or to make payment in respect of the Goods  or any one or more instalments of the Goods shall entitle the Company to treat the whole of the Contract as repudiated by  the Customer. Without  prejudice to condition 2.4 the Company will  endeavour to comply with reasonable  requests by the Customer for postponement of delivery of the Goods but shall be  under no obligation to do so and where  delivery is postponed by agreement  otherwise than due to default by the Company the Customer shall pay the costs  and expenses including a reasonable charge for  storage and transportation  occasioned thereby and payment for the Goods shall be  made on the date payment would have been due had delivery not been  postponed.   PASSING OF PROPERTY AND RISK Risk shall pass to the Customer so that the Customer is  responsible for all loss damage or deterioration of the Goods:- if the Company delivers the Goods by it’s own transport  or in accordance with a  specific contractual obligation arranges transport for  the Goods at the time when the Goods arrive at the place of delivery; in all other circumstances at the time when the Goods  leave the Company’s  premises. Title  to the Goods or any part thereof shall not pass to the Customer until:- the  Customer has paid to the Company all sums due and  payable by it to the Company under this Contract and all other prior contracts  between the Company and the  Customers: or the  Company serves notice in writing on the Customer specifying that the title in the Goods or any specified part thereof has passed to the Customer; and until title to the Goods has passed to the Customer the Customer shall poses the Goods  or any part thereof as bailee of the Company and shall store the Goods or any part thereof separately from other Goods as to  ensure that they are clearly  identifiable as the property of the Company. The  Company shall be entitled to recover Goods in respect  of which title has not passed to the Customer at any time and the Customer  hereby licenses the Company  it,s officers employees and agents to enter upon any premises of the Customer  for the purpose either of satisfying itself that  condition 4.2 is being  complied with by the Customer or recovering any Goods in respect of which title  has not passed to the Customer. The  Customer shall only be at liberty to sell the Goods  hereunder prior to passing of title to the Customer on the understanding that that portion of the proceeds of the sale of the Goods which represents the sums  due to the Company hereunder belong to the Company and are held by the Customer on trust for the Company and  are paid into a separate bank account designated as a trust account for the company.   PRICE All  prices are unless otherwise stated quoted net ex works exclusive of V.A.T. or other tax or duty relating to the sale or delivery of the Goods chargeable to  the Customer and the cost of carriage and packaging if required by the Company  shall be charged extra.   TERMS OF PAYMENT Unless otherwise agreed by the Company in writing payment  for the Goods shall be paid  in full and received by the Company within 30 days from the date of  delivery. Where  the Goods are delivered by instalments the Company may invoice each instalment  separately and the Customer shall pay such invoices  in accordance with these conditions. In the event of default in payment by the Customer the Company shall be entitled  without prejudice to any other right or remedy the Company has under these  conditions and without prior notice to suspend all  further deliveries or any  Contract or contracts between the Customer and the  Company and to charge interest on the amount outstanding at the rate of 4% above  the base rate of Natwest Bank Plc from time to time in force throughout the  period the amount is outstanding. A cheque tendered by the Customer in payment shall not be treated as payment until the same has been cleared.   CANCELLATION Cancellation of this Contract will only be agreed to by  the Company on the condition that  all costs and expenses incurred by the Company  up to the time of cancellation  and loss of profits and other loss or damage resulting to the Company by reason  of such cancellation will be paid forthwith by the Customer to the  Company.   INSTALLATION/WARRANTY The  Customer undertakes and warrants the Company that the  Goods will be installed  by the Manufacturer or an engineer authorised by the  Manufacturer to carry out such installation and upon completion of the installation the Manufacturer  and/or the authorised engineer shall run a full diagnostic check on the system  into which the Goods have been installed. The Customer shall notify the Company immediately in the event of the diagnostic  check not proving satisfactory. In the event that the Customer installs the  Goods in any other manner or takes delivery of the Goods into its own stock then  it does so at its own  risk. The  Company shall not be liable for:- Any  defects in the quality or state of the Goods unless  such defect arises and the Customer gives notice in writing to the Company of this defect within 7 days of completion of the Manufacturers diagnostic check in  accordance with 8.1 hereof. Any  loss or dame suffered by reason of use of the Goods  after the Customer becomes aware of a defect or after the Customers becomes aware of circumstances which should reasonably have indicated the existence of a defect.   GUARANTEE In the event that the Goods or any part thereof are  defective in quality or state  or otherwise not in accordance with the Contract  then the Customer shall  require (in lieu of any legal remedy which may otherwise  have been due to the  Customer) the Company to repair or supply satisfactory substitute Goods and the  Company provided the Customer has complied with the requirements as to notice contained in these conditions shall be obliged at its  option to repair or take back the defective Goods and supply satisfactory  substitute Goods free of cost  and within reasonable time. Upon the Company  repairing the defective Goods or supplying satisfactory substitute Goods then  the Customer shall be bound to accept such repaired or substitute Goods and the  Company shall be under no liability to the Customer in respect of any loss or damage whatsoever arising from the initial delivery of defective Goods or from  the delay before the defective Goods are repaired or the substitute Goods are delivered. In the event that the Goods are not manufactured by the  Company then:- The  Company will use its reasonable endeavours to assign to the Customer the benefit  of any warranty or guarantee given by the  Manufacturer Any  recommendation by the Company of such Goods shall not  in any way make the  Company liable in respect of such goods. The  Company gives no assurance warranty or guarantee whatsoever that the sale or use  of the Goods will not infringe patent, copyright, registered design, design copyright or other intellectual property  rights of any other person firm or company. Insofar  as the Goods comprise second users the Company warrants that the Goods are  eligible for cover under the standard maintenance Contract provided by the  manufacturer.   LIABILITY Save where the Company can be shown to have failed to  exercise reasonable care in  the supply of Goods and such failure results in death or personal injury the Company shall not without prejudice to condition 10 be liable to the Customer for loss, injury or damage of any kind whatsoever  consequential or otherwise  (including without limitation removal or  rectification work required in  connection with the installation of repaired or  substituted Goods) which results directly or indirectly from the Company,s  supply or failure to supply the Goods to the Customer.   CONFIDENTIAL INFORMATION The  Customer shall treat as confidential all information supplied to the Company  under this agreement which is designated as confidential by the Company or which is by its nature is clearly confidential.   INSOLVENCY If the Customer shall become bankrupt or unable to pay it,s debts as prescribed by  section 123 Insolvency Act 1986 or compound with its creditors in the event of a  resolution being passed or proceedings commenced for  the administration or  liquidation of the Customer (other than for voluntary winding up for the purpose  of reconstruction or amalgamation) or if a receiver is appointed of all or part of its assets or undertaking the Company shall be  entitled to cancel the Contract in whole or in part by notice in writing without  prejudice to any  right or remedy accrued or accruing to the Company.   FORCE MAJEURE In the event that the manufacture or delivery of any of  the Goods is prevented or  hindered directly or indirectly by fire, the elements,  war civil commotion, strikes or lock-outs, industrial dispute, shortage of raw  materials or fuel notwithstanding that the Company has taken all reasonable steps to procure the same, shortage of labour, breakdown or partial failure of  plant and machinery,  late receipt of Customers specifications or other necessary  information, acts, orders or regulations of Government, delay on the part of any independent  sun-contractor or supplier, or any other cause whatsoever beyond the  reasonable control of the Company then the time for the delivery of the Goods shall be extended for a reasonable period having regard to the effect of the delaying cause on the manufacture or delivery.   NOTICES Any  notice required to be given either to the Company or the Customer to the other  shall be deemed to be properly served if sent by prepaid registered letter posted to the registered office or such address as may from time to time be  notified to the other for this purpose and any notice served shall be deemed to have been served 24 hours after the time of posting  and in proving such service  it shall be sufficient to prove that the notice was  properly addressed and posted.   ENGLISH LAW This Contract made hereunder shall be governed and interpreted according to English Law and the Company and Customer hereby submit  themselves to the jurisdiction of the English Courts.