STANDARD TERMS & CONDITIONS OF SALE

  1. DEFINITIONS
    “Goods” The Goods and all parts or components of them specified or implied in the Order.
    “Services” All work to be done by the Company as specified or implied in the Order.
    “Order” Means the Customer’s purchase order for the Goods or Services specified in the
    contract. “Business Day” Means any day which is not a Saturday, Sunday or a public
    holiday in the place to which the notice is sent. “Company” Means BREXONS LTD, whose
    registered office is at Unit 5 Edlington Court, Heapham Road Ind Estate, Gainsborough
    DN21 1LT .“Contract” Means any contract for the sale of Goods or Services by the
    Company to the Customer “Customer” Means the company or persons referred to in the
    Order as the party purchasing the Goods and Services.
  2. GENERAL
    2.1 The following terms are the standard terms of contract of the Company. The Company
    concludes contracts for the supply of Goods and Services subject to these terms only and
    any person, firm, agency or company seeking to be supplied with Goods or Services by the
    Company accepts that these terms shall govern relations between himself and the
    Company to the exclusion of any other terms, including conditions warranties or
    representations, written or oral, express or implied, even if contained in any of the
    Customer’s documents which purports to provide that the Customer’s own terms prevail.
  3. ACCEPTANCE
    3.1 Any Order made by the Customer shall be deemed to be an unqualified acceptance
    that these terms shall apply to any contract concluded between the Company and the
    Customer for the supply of Goods and Services, and by dispatching the same the Customer
    waives his own terms.
    3.2 Written or verbal statements of intent and or instructions to proceed or anything
    causing BREXONS LTD to undertake any act with fulfilling the order made by the Customer
    shall be deemed as unqualified acceptance of the Company’s quotation and Terms &
    Conditions of Sale.
  4. REFUSAL OF ORDER
    4.1 The Company reserves the right at its sole discretion to accept or refuse any Order
    placed by the Customer on the basis of quotations issued, and in the event of refusal, no
    damages or expenses of any kind whatsoever shall be payable by the Company to the
    Customer
  5. PRICE
    5.1 The price contained in the Company’s quotation is based upon the cost to the Company
    of labour and materials at the date of such quotation, and in the event of an increase in
    such cost caused by any reason, the Company shall be entitled to vary its prices
    accordingly whether or not such increase was foreseeable by the Company. Where a
    contract is for the supply of fibre optic cable in continuous lengths exceeding 2000 metres
    the length of cable provided may vary between –0% and +5% of the Order requirement
    due to manufacturing
    5.2 Where the price includes Services, it is based upon free and uninterrupted access to
    and possession of fully prepared working areas being made available to the Company
    during normal working hours. In the event that such access and possession are not made
    available, or that the working areas are not duly prepared to the Company’s requirements
    for immediate provision of the Services and or installation of the Goods, without prejudice
    to any other right which the Company may have the Company shall at its own discretion be
    entitled to vary the price accordingly.
    5.3 Unless otherwise stated in the Company’s quotation the cost of delivery from the
    Company’s works to the place of delivery stated in such quotation is not included in the
    price.
    5.4 Prices are subject to alteration and revision without notice in the case of errors and
    omissions.
  6. VALUE ADDED TAX
    6.1 The Company shall be entitled to charge the amount of VAT, at the prevailing rate,
    chargeable at the time of invoice.
  7. PAYMENTS
    7.1 Unless otherwise stated in the Company’s quotation all prices are strictly net and
    payment shall be made within 30 (thirty) days of receipt of the Company’s invoice or
    invoices without any discount or other reduction and without deferment on account of
    disputes or cross claims.
    7.2 The Company may at its sole discretion require at any time by invoice that all or part of
    the price shall be paid in advance or on account and sums so invoiced shall be immediately
    payable, any balance remaining payable as otherwise provided herein.
    7.3 Should the Customer default in payment for whatever reason on the due date of any
    sum, without prejudice to any other right which the Company may have, the Company shall
    be entitled to be paid interest on such sum accruing from the due date at 4% per annum
    above Barclays Bank plc. base rate from time to time.
  8. INSOLVENCY
    In the event that any of the following occur:
    8.1 Any distress or execution is levied on the property of the Customer; or
    8.2 The Customer offers to make an arrangement with or for the benefit of its creditors; or
    8.3 Bankruptcy proceedings are instituted by or against the Customer; or
    8.4 Being a limited company, the Customer has a receiver or administrator appointed over
    its undertakings or assets or any part thereof; or
    8.5 Save for the purposes of a reconstruction or amalgamation without insolvency, the
    Customer goes into liquidation or shall be unable to pay its debts as they fall due or is
    otherwise insolvent; or
    8.6 The equivalent or something similar occurs in any jurisdiction in which the Customer
    resides or operates, then, the Company shall be entitled without prejudice to its other
    rights, forthwith to suspend all further deliveries of Goods and or Services until such time
    as the Company sees fit or to determine the Contract or any unfulfilled part thereof and if
    the Goods have been delivered but not paid for the price shall become immediately due
    and payable notwithstanding any previous agreement or arrangement to the contrary.
  9. TIME FOR DELIVERY
    9.1 Any times stated or agreed by the Company for delivery, dispatch or completion either
    in its quotation or by any other means are not of the essence of any contract, either as to
    supply of Goods or as to Services. Such times are given by way of general information only
    and in the event that delivery, dispatch or completion is not made for any reason
    whatsoever at the times so stated, the Company shall not be liable for any loss or damage
    whatsoever sustained by the Customer.
    9.2 In the event that the Customer does not take delivery of the Goods or Services
    forthwith upon being notified by the Company that manufacture has been completed, the
    Company shall be entitled to charge and recover reasonable storage rates which shall be
    added to the price stated in the Company’s quotation and shall be paid in accordance with
    clause 7 of these Terms. The storage will be at the Customer’s risk and will not entitle the
    Customer to postpone payment for the Goods.
  10. DELIVERY AND RISK
    10.1 It shall be the responsibility of the Customer entirely at his own cost and at his own
    risk, to unload. Where the price includes Services, it shall further be the responsibility of
    the Customer at his own cost to provide adequate dry and secure storage of the Goods
    pending and during such installation. All risks in the Goods shall pass to the Customer upon
    completion of delivery, at which time a delivery note will usually be handed to the
    Customer or his representative or left with the Goods. The Company’s liability to the
    Customer for missing or damaged Goods shall be limited to the invoice value of the Goods
    and this clause shall only apply if the Company is notified of such an event in accordance
    with clause 11 hereof.
  11. CLAIMS NOTIFICATION
    11.1 The Customer must inspect the Goods as soon as is reasonably practicable after
    delivery and shall within 5 days of delivery give notice to the Company in detail of any
    defect in the Goods or of any other complaint which the Customer may have in relation to
    the Goods.
    11.2 If the Company fails to give such notice then the Goods shall be deemed to be in all
    respects in accordance with the contract and free from defect and the Customer shall be
    deemed to have accepted the Goods accordingly.
    11.3 In the event that the Customer establishes to the Company’s reasonable satisfaction
    that the Goods are not in accordance with the contract or are defective, the Customer’s
    sole remedy in respect of such non-accordance or defects shall be limited to the
    replacement of the Goods or where sums are owed by the Customer to the Company the
    issue of a credit note against return of the Goods.
    11.4 Queries regarding shortages of Goods must be made within 5 working days of the
    delivery date and must be accompanied by the delivery note.
    11.5 After acceptance the Customer shall not be entitled to reject Goods which are not in
    accordance with the contract.
    11.6 Except as set out above in no circumstances shall the Company be liable to
    compensate the Customer in damages or otherwise for non-delivery or late delivery of the
    Goods or any of them for whatever reason or for any loss consequential or otherwise
    arising from non-delivery or late delivery.
    11.7 Notwithstanding that the Company may have delayed or failed to deliver the Goods
    (or any of them) promptly the Customer shall be bound to accept delivery and to pay for
    the Goods in full provided that delivery shall be tendered at any time within 4 weeks of the
    Delivery Date.
    11.8 Goods must be returned to the Company in their original condition and in their original
    packaging within 10 days of delivery in order to be entitled to a refund or credit note as
    may be applicable.
    11.9 Where Goods are returned the Company reserves the right to levy a handling
    restocking fee. Goods accepted for return will be credited at invoice value less the
    applicable restocking fee.
  12. TITLE AND PROPERTY
    12.1 Notwithstanding the passing of risk in the Goods title and property in the Goods
    supplied against the quotation shall not pass to the Customer until payment has been
    received by the Company of the full purchase price for the Goods and all other amounts
    due from the Customer to the Company or in the case of the Company accepting tender of
    a cheque bill of exchange or promissory note, until the same has been honoured.
    12.2 If payment has not been received at any time after payment is due, the Company may
    require the products to be returned at the Customer’s expense or be entitled to enter the
    Customer’s premises to remove or check the stock of the Goods.
    12.3 Until title and property in the Goods passes to the Customer, the Customer shall hold
    the Goods as the Company’s bailee and shall store or mark them so that they can at all
    times be identified as the Company’s property.
    12.4 The Company shall be entitled at any time before title and property passes to the
    Customer to enter the Customer’s premises to repossess and move any of the Goods and
    in doing so shall be entitled to dismantle any Goods from equipment or products to which
    they have been attached without being liable for any damage caused thereby whereupon
    the Customer’s right to use or deal in the Goods shall terminate.
    12.5 Until title and property in the Goods passes to the Customer any proceeds of the sale
    of the Goods by the Customer shall be held in trust for the Company.
    12.6 The Company shall be entitled to maintain an action for the price of any Goods
    notwithstanding that property and title in them has not passed to the Customer.
    12.7 The Customer may not withhold payment of any invoice or other amount due to the
    Company by reason of any right of setoff or counterclaim which the Customer may have or
    alleges to have or for any reason whatever.
  13. ON-SITE INSTALLATION
    13.1 The Customer will ensure that premises where the Company’s employees or agents
    are installing Goods, and the plant and equipment thereon, are in a fit condition for the
    safe carrying out of the installation work and shall indemnify the Company against all loss
    suffered by the Company, and against employees or agents or any damage to the
    Company’s property caused by the unfitness of such premises, plant or equipment.
    14 WARRANTY
    14.1 The Company will make good by repair, or at the Company’s option by the supply of a
    replacement, defects which under proper storage and use appear in the Goods within the
    period of 12 (twelve) months after the Goods have been delivered or installed whichever
    shall be the later and arise solely from faults in design or materials or workmanship.
    14.2 The warranty given in this clause is subject to the following provisos namely:
    14.2.1 that the Customer has operated the Goods in line with industry best practice.
    14.2.2 that in the case of defects which would have been reasonably apparent to the
    Customer upon reasonable examination of the Goods on delivery, the Customer shall notify
    the Company pursuant to clause 11 hereof.

14.2.3 that in the case of any other defects the Customer shall notify the Company
pursuant to clause 11 hereof.
14.2.4 that where in discharge of its obligation under the warranty given in this clause the
Company agrees that the Customer undertake any repair or remedial work on its behalf the
cost of such work shall be agreed in writing between the Customer and the Company
before the commencement of any such repair or remedial work.
14.2.5 In the event that patch leads are installed that are of differing manufacture to the
installed structured cabling system, the Customer should be aware that damage can occur
to the pins within either the patch panel or outlet. Should this arise, the damage and any
subsequent replacement products and/or remedial works will not be covered by any
manufacturer or installation warranty.
15 SCOPE OF CONTRACT.
15.1 Under no circumstances shall the Company have any liability of whatever kind for:
15.1.1 any defects resulting from wear and tear, accident, improper use by the Customer
or use by the Customer except in accordance with the instructions or advice of the
Company or the manufacturer of any Goods or neglect or from any instructions or
materials provided by the Customer;
15.1.2 any Goods which have been adjusted, modified or repaired except by the Company;
15.1.3 the suitability of any Goods for any particular purpose or use specific conditions
whether or not the purpose or conditions were known or communicated to the Company;
15.1.4 any substitution by the Company of any materials or components not forming part
of any specification of the Goods agreed in writing by the Company;
15.1.5 any descriptions, illustrations, specifications, figures as to performance, drawings
and particulars of weights and dimensions submitted by the Company contained in the
Company’s catalogues, price lists or elsewhere since they are merely intended to represent
a general idea of the Goods and not to form part of the Contract or be treated as
representations;
15.1.6 any technical information, recommendations, statements or advice furnished by the
Company its servants or agents not given in writing in response to a specific written
request from the Customer before the Contract is made; or
15.1.7 any variations in the quantities or dimensions of any Goods or changes of their
specifications or substitution of any materials or components, if the variation or
substitution does not materially affect the characteristics of the Goods, and the substituted
materials or components are of a quality equal or superior to those originally specified.
16 EXTENT OF LIABILITY
16.1 The Company shall have no liability to the Customer for any loss or damage of any
nature, including but not limited to any consequential loss, loss of contracts, profits or
business, or for any extra operating expenses or other indirect loss arising from any breach
of any express or implied warranty or condition of the Contract or any negligence, breach
of statutory or other duty on the part of the Company or in any other way out of or in
connection with the performance or purported performance of or failure to perform the
Contract except for: –
16.1.1 death or personal injury resulting from the Company’s negligence, and
16.1.2 as expressly stated in these conditions.
16.2 If the Customer establishes that any Goods have not been delivered, have been
delivered damaged, are not of the correct quantity or do not comply with their description
the Company shall, at its option, replace with similar Goods any Goods which are missing,
lost or damaged or do not comply with their description, allow the Customer credit or their
invoice value or repair any damaged Goods.
16.3 If the Customer establishes that any Goods are defective the Company shall, at its
own option, replace with similar Goods or repair any defective Goods, allow the Customer
credit for their invoice value or to the extent that the Goods are not of the Company’s
manufacture, assign to the Customer (so far as the Company is able to do so) any
warranties given by the manufacture of the Goods to the Company.
16.4 The delivery of any repaired or replacement Goods shall be at the Company’s
premises or other delivery point specified for the original Goods.
16.5 Where the Company is liable in accordance with this condition in respect of only some
or part of the Goods the Contract shall remain in full force and effect in respect of the other
or other parts of the Goods and no set-off or other claim shall be made by the Customer
against or in respect of such other or other parts of the Goods.
16.6 No claim against the Company shall be entertained for any defect arising from any
design or specification provided or made by the Customer or if any adjustments,
alterations or other work has been done to the Goods by any person except the Company.
16.7 The Company shall not be liable where any Goods the price of which does not include
carriage are lost or damaged in transit and all claims by the Customer shall be made
against the carrier. Replacements for such lost or damaged Goods will, if available, be
supplied by the Company at the prices ruling at the date of dispatch.
16.8 In no circumstances shall the liability of the Company to the Customer under this
condition exceed the invoice value of the Goods.
17 IMPOSSIBILITY OF PERFORMANCE AND CANCELLATION
17.1 The Company shall be entitled by written notice to the Customer to cancel any
contract concluded between the Company and the Customer should the Company be
hindered or prevented by any cause beyond its reasonable control from performing the
same, including a cause which renders performance commercially difficult or expensive.
17.2 Orders for Goods which have to be made especially for the Customer will be charged
in full unless written notice of cancellation is received not later than 8 (eight) weeks before
the expected delivery date quoted in the Company’s Order acknowledgement and
manufacture of them or any components for them has not commenced at the date of that
notice. Orders for stock items may be cancelled by written notice at any time before the
Goods are allocated to the Contract but if a cancellation notice is received after the Goods
have been allocated to the Contract then a packing and handling charge will be payable by
the Customer.
17.3 If the Goods are manufactured in accordance with any design or specification
provided or made by the Customer the Customer shall compensate the Company in full on
demand for all claims, expenses and liabilities of any nature in connection with them,
including any claim, whether actual or alleged, that the design or specification infringes the
rights of any third party.
18 STAND DOWN
18.1 In the event that the Company is unable to install the Goods and/or provide the
Services (where goods are provided free-issue) due to no fault of its own the Customer
shall pay the Company the full amount shown on the quotation and the Customer shall
submit a further Order for the installation provided that the Company shall at its sole
discretion be entitled to increase the original quote price.
19 SUB-CONTRACTING
19.1 The Company shall be entitled to sub-contract or assign without consent all or any of
its obligations hereunder.
20 FRESH INSTRUCTIONS
20.1 The Customer may, prior to dispatch of the Goods or any part thereof from the
Company’s works but in good time to enable the Company to withhold such dispatch, give
notice in writing to the Company requesting that the Goods shall be altered to meet the
Customer’s requirements or that other or new arrangements be made as to the place of
delivery of the Goods. The Company shall use its best endeavours to comply with any such
reasonable request, provided always that in complying with any such request the Company
shall be entitled to vary delivery times and to vary the price accordingly, as well as to
impose such other conditions as the Company at its sole discretion may require.
21 TERMINATION
21.1 The Company may without incurring further liability terminate the Contract by written
notice if in its reasonable opinion the Customer is unable to make payment in accordance
with the terms hereof. Without prejudice to any other right which the Company may have,
upon such termination the Company shall be entitled to receive payment on a quantum
merit basis in respect of work completed or in progress at the date of termination.
22 VARIATION OF TERMS
22.1 No variation of these terms or of any quotation or of any contract shall be valid unless
agreed to in writing and signed by a Director.
23 FURTHER SERVICES
23.1 The terms hereof shall apply mutatis mutandis in regard to any further Services after
completion of the contract which the Company may in its discretion perform.
24 WAIVER
24.1 The failure on the part of the Company to exercise or enforce any rights conferred
under the contract shall not be deemed to be a waiver of any such right nor operate so as
to bar the exercise or enforcement thereof or of any other right on any later occasion.
25 ASSIGNMENT
25.1 The Customer shall not assign any of its rights or obligations under the contract
without the Company’s prior written consent. The Company shall have the right to assign
or otherwise delegate all or any of its rights or obligations under the contract upon
notification to the Customer.
26 NOTICES
26.1 Any notice given hereunder shall be in writing and signed by or on behalf of the party
giving it and shall be served by delivering it personally or by sending it by pre-paid
recorded delivery or Special Delivery to the Registered Office address of the Company.
26.1.1 If delivered personally, at the time of delivery.
26.1.2 In the case of recorded delivery or special delivery, two working days after the date
of posting. Provided that if deemed receipt occurs before 9 a.m. on a Business Day the
notice shall be deemed to have been received at 9 a.m. on that day and if deemed receipt
occurs after 5 p.m. on a Business Day the notice shall be deemed to have been received on
the next Business Day.
27 CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
27.1 For the avoidance of doubt nothing in these standard terms of contract shall confer on
any third party any benefit or the right to enforce any term of the Contract.
28 INTERPRETATION
28.1 The contract shall in all respects be construed and have effect according to English
Law, and the parties agree to submit to the jurisdiction of the English Courts.