Terms and Conditions of Sale

Hereinafter the “Seller” shall mean Talkwire Ltd. And the Buyer shall mean the customer with whom this contract is made.

All orders are accepted subject to the following terms and conditions which shall not be varied, except as agreed by the Seller in writing. All variations to orders shall only be valid if written on the seller’s variation form and shall be subject to these printed terms and reference to an order shall be deemed to include any variations.

Time of delivery dates from the receipt by the seller of the buyer’s signed order. Delivery dates are given in good faith but are not guaranteed.

Any claim in respect of damaged goods or shortage on the deliver must be made in writing to reach the sellers within 7 days of delivery.

The sellers are not the manufacturers of the goods. Goods are sold with only the warranties (if any) issued by the manufacturers. Goods are transmitted with examination by the seller and any lack of satisfactory quality must be reported by the buyer immediately.

Prices are always subject to fluctuation and unless otherwise stated by the seller, goods will be invoiced at prices applicable at the date of dispatch.

The risk in respect of goods delivered to site shall pass to the buyer upon delivery but property in the goods shall not pass to the buyer until all monies due under this contract and any other contract between the buyer and seller have been paid to the seller in full. If the seller has entered into a separate maintenance contract with the buyer it shall nevertheless be under no obligation to maintain the goods until all monies due under this contract have been paid in full.

Legal title shall remain with Talkwire Ltd. notwithstanding that the goods may be used by the customer and connected to the public telephone network and/or affixed and installed at the customer’s premises, until such agreed consideration has been made by the buyer. Until property in the goods passes to the buyer, the buyer undertakes to keep the goods in their original condition, to not adapt damage or tamper with the goods in any way and to protect the goods against any loss or damage. All goods should be marked with the seller’s label or sticker marking the equipment as belonging to Talkwire Ltd and such label or sticker shall not be removed until property or goods is passed to the buyer.

Purchase is completed in knowledge that Talkwire Ltd. cannot exercise any control over the internal workings, or industrial relation, with British Telecommunications Plc or any other public network provider, or the connection of the telephone services to the equipment purchased in this contract.

When a sale is completed, you are referred to as a new customer of Talkwire so please be aware that for marketing purposes, we may use a copy of your company logo with a brief company description on our website. However for security and confidential purposes, unless permission is granted, we will not publicly reference the products and/or services we provide for you or detail your IT requirements.

The seller shall use all reasonable endeavours to assist the buyer in the connection arrangements for the equipment in this contract, but cannot be held responsible for any delay or loss or damage caused on the part of British Telecommunications plc, any other network provider or any other contractor involved in the provision of related goods or services.

Payments by cheque shall only be deemed payment upon clearance of the cheque through the buyer’s bank account.

Installation prices quoted or included cover only work done between the hours of 9.00am and 5.30pm. Overtime, work at the buyer’s request will be charged at overtime rates. Installation costs and timings will assume a free and clear site with no delays on the seller imposed by others.

The buyer shall indemnify the seller against all loss, damage, costs and penalties or any other expenses arising from its use of the goods or while they are at the customer’s premises.

The seller shall make every reasonable effort to ensure agreed delivery and/or installation times are met. The seller shall not, however be liable for any loss or damage caused by delay in the performance or non-performance of any of its obligations the cause of which is beyond its reasonable control.

The seller shall not be obliged to maintain the goods unless it has entered into a separate maintenance contract with the buyer in which case it shall maintain the goods in accordance with that contract.

The buyer agrees to enter into a maintenance agreement with the seller in the seller’s standard form current at the date of this order when requested to do so by the seller, such maintenance agreement to take effect from the date of installation.

Unless otherwise agreed by the seller in writing, payment of 40% of the total contract value is due at the time of order with the balance being payable on connection of the equipment to any public network. The seller shall be entitled to charge interest daily on overdue payments at a rate of 5% per month above Barclays Bank Plc. Base rate, from time to time applicable, and/or cease to perform its obligations under this agreement without prejudice to its existing rights.

The seller is a licensed Credit Broker. Should the buyer request the seller to do so under the terms of its licence, the Seller will use its best endeavours to arrange a lease with the leasing company, on the buyer’s behalf. However, if the seller is unable to arrange an acceptable lease, this contract will still apply and the Buyer will be bound to pay the seller in accordance with the terms and conditions set out herein.

This agreement constitutes the entire agreement between the buyer and the seller and no representation or statement, verbal or otherwise, as regard to specification or performance of the equipment contained in this agreement shall be binding on the seller. No alteration, waiver or modification of the printed terms of this agreement shall be valid unless signed by a director or the secretary of the seller.

• This contract shall be governed by and accordance with the laws of England.