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XPO IT SERVICES LIMITED

GENERAL TERMS AND CONDITIONS OF SALE

The following are the terms and conditions under which XPO IT Services Limited sells its products. No modifications or variations thereof  shall be effective unless made in writing by XPO IT Services Limited.

1. Acceptance

Verbal Orders will be accepted by XPO IT Services Limited, however

XPO IT Services Limited will not be liable for any loss resulting in any

difference arising between the products delivered by XPO IT Services

Limited and those ordered verbally by the buyer, unless a written

confirmation of that verbal order is received by XPO IT Services

Limited prior to delivery. Such written confirmation must be clearly

marked “communication only”. Any duplication of orders which takes

place as a result of not stating “Confirmation only” will incur a

cancellation charge. No accepted orders may be cancelled or

rescheduled except with the express written consent of Expo

Distribution Limited.

2. Prices

All prices are quoted exclusive of all taxes and transportation charges

unless otherwise agreed by both parties. Value Added Tax shall be

shown separately on the invoice to the buyer. If the buyer amends the

quantity or delivery date from that specified in the order, XPO IT Services

Limited reserves the right to increase prices to reflect such

variations. XPO IT Services Limited reserves the right to amend

accidental errors or omissions.

3. Delivery

XPO IT Services Limited will use reasonable endeavours to meet any

estimated delivery date but will not be liable for any loss or damages

resulting from any delivery whatsoever caused. The risk of loss or

damage to the products during transportation from whatever cause shall

be borne by the buyer. Any loss or damage in transit should however be

notified to XPO IT Services Limited in writing within three (3) days of

receipt and the product held for inspection. Products shall be deemed

accepted three (3) days after delivery. Before returning products, the

buyer must notify XPO IT Services Limited of rejection and reasons

therefore within such period. Goods returned without prior notification

and consent of XPO IT Services Limited will be liable to a 10%

handling charge. XPO IT Services Limited reserves the right to

dispatch and invoice all or any of the items ordered by the buyer as soon

as they are available and the buyer shall honour all invoices presented

in respect of such deliveries in accordance with the settlement terms.

4. Terms of payment

Payment terms are cleared payment prior to delivery, unless otherwise

stated. All sales are subject to the prior approval of XPO IT Services

Limited’s Credit Department. The buyer shall be in default of payment

without reminder. In the event of non payment, XPO IT Services

Limited reserves the right to alter terms of payment, suspend credit and

delay shipment or pursue any remedies available at law or under this

agreement. The acceptance by XPO IT Services Limited of any

payment after the specified due date will not constitute a waiver or the

buyers obligations to make future payments on the specified dates.

5. Retention of title

Title in the products is rested with XPO IT Services Limited until XPO

IT Services Limited has received the purchase price in full as well as

any other payments due to XPO IT Services Limited from the buyer.

So long as the property in the products remains in XPO IT Services

Limited the buyer must keep the products free from any change lien or

encumbrance and mark the products conspicuously as being the

property of XPO IT Services Limited and ensure that such marking is

not removed or obliterated and if the buyer is in default in any

obligation hereunder or is insolvent or has a Receiver appointed over all

or any of the assets XPO IT Services Limited shall have the right (with

or without prior notice to the buyer) to retake possession of the goods

(and for that purpose to go onto any premises occupied by the buyer and

sever the goods from anything they are attached to without being

responsible for any damage caused) (and shall have the right and power

to sell the goods without prejudice to such other rights as the buyer may

have). Such repossession shall not constitute a rescission or termination

of the contract between XPO IT Services Limited and the buyer unless

XPO IT Services Limited expressly elects to do so.

6. Cancellation

If the buyer cancels all or part of the order XPO IT Services Limited

reserves the right to make a cancellation charge not exceeding 50% of

the order value.

7. Warranty

All warranties of whatever nature whether express implied statutory or

otherwise are excluded from this contract. However, XPO IT Services

Limited will use reasonable endeavours to repair, replace or refund at its

option any component which proves electrically defective and it is returned

to XPO IT Services Limited within 6 months of purchase subject to XPO

IT Services Limited obtaining refunds or replacements from its own

suppliers.

8. Limitation of liability

XPO IT Services Limited will not be liable for any damage, loss of

whatever nature whether direct or consequential arising out of or in

connection with any goods supplied or resulting from the use of failure

thereof.

9. Force majeure

Without prejudice to its legal rights in respect of any breach of contract by

the buyer XPO IT Services Limited reserves the right to suspend deliveries

or cancel or rescind any contract without liability on its part for any loss or

damage resulting from such suspension or cancellation in the event of any

breach of the buyers obligations hereunder or in the event of XPO

IT Services Limited being prevented wholly from fulfilling its obligations

hereunder by reason of any act of God, act of War, hostilities or any act of

insurgency; act of Government, storm, fire, flood, strikes or lockouts,

inevitable accident or other unforeseen circumstances beyond the control of

XPO IT Services Limited.

10. General

All rights and remedies whether conferred hereunder, or by any other

instrument of law will be cumulative and may be exercised singularly or

concurrently. Failure by either party to enforce any term will not be deemed

a waiver of future enforcement of that or any other term. These terms and

conditions supersede all previous understandings (written or oral) between

the parties regarding subject matter hereof. The invalidity of any one or

more of the provisions of these terms and conditions of sale shall not affect

the viability of the remaining provisions.

11. Legal Construction

This contract shall be governed by and interpreted in accordance with

English Law and shall predominate in so far as consistent with any