CONDITIONS OF SALE

(with software licence)

PREPARED FOR

MINDREADY SOLUTIONS (NI) LIMITED

STATEMENTS ON FRONT OF QUOTATION

The conditions overleaf shall apply to this quotation and to any contract between us for the supply of items detailed in this quotation (see condition 2).

STATEMENT ON FRONT OF ACKNOWLEDGEMENT

Your order number dated is accepted on the basis that the conditions on the reverse of our quotation number dated shall apply to the contract between us for the supply of the items detailed in your order (see condition 2).

TERMS AND CONDITIONS OF SALE

1. DEFINITIONS

(a) "Company" means MINDREADY SOLUTIONS (NI) LIMITED Limited of 75 Belfast Road, Carrickfergus Co. Antrim

(b) "Conditions" means the terms and conditions of sale as set out in this document and any special terms and conditions agreed in writing by the Company.

(c) "Goods" means the article or articles including the application software and commissioning (if any) which the Company is to supply in accordance with these conditions and the Order.

(d) "Intellectual Property Rights" means patents, registered and unregistered designs, copyright and all other intellectual property protection having effect in the United Kingdom.

(e) "Licensed Programs" means the software of the company used with the Goods.

(g) "Order" means the acceptance by the Company of an offer to purchase made by the Purchaser in accordance with condition number 2.

(g) "Purchaser" means the organisation who buys or agrees to buy the Goods from the Company.

2. OFFER AND ACCEPTANCE

(a) A quotation does not constitute an offer to supply. All contracts are entered into by the Company on the understanding that these Conditions shall apply thereto.

(b) The placing of an Order shall be deemed to be subject to these Conditions which shall apply to the exclusion of any other provisions contained in any document issued by the Purchaser and, in particular, but without prejudice to the generality of the foregoing, contained in any order sent by the Purchaser.

(c) No modification or amendment of these Conditions shall be binding upon the Company unless otherwise stipulated herein or agreed to in writing by an authorised officer of the Company.

3. ACCURACY OF DESCRIPTION OF GOODS AND RESPONSIBILITY FOR STATEMENTS

(a) Subject to Goods which are stated to be sold as complying with a recognised trade or industry's standard all descriptions, specifications, drawings and particulars of weights and dimensions submitted by the Company or otherwise contained in the Company's catalogues, brochures, price lists, quotations and other published matter are approximate only.

(b) All, if any, statements, recommendations and advice given (whether before or after the contract) by the Company or the Company's servants or agents to the Purchaser or its servants or agents as to any matter relating to the Goods, are given without responsibility unless given in writing by an authorised officer of the Company in response to a specific written request from the Purchaser for advice before or at the time the contract is made.

4. PRICE

(a) Unless otherwise stated in writing the price of the Goods is exclusive of freight, carriage, packing materials, insurance, VAT and all other applicable taxes and duties.

The price of the Goods will be invoiced at the quoted or if no quotation has been given the price is that price ruling at the date of despatch from the Company's Works.
The Company reserves the right to review quotations if quotation delayed.

5. TITLE

(a) The Company warrants that except in relation to Intellectual Property Rights of third parties as referred to in condition 5(b) the Company has good title to the Goods and that it will transfer such title as it may have in the Goods to the Purchaser.

(b) The Company shall have no liability to the Purchaser (other than as provided in condition 12) in the event that the Goods infringe any Intellectual Property Rights of a third party (including without limitation by reason of their possession, sale or use, whether alone or in association or combination with any other Goods); the Company gives no warranty that the Goods will not infringe as aforesaid, and all conditions, warranties, stipulations or other statements whatsoever relating to such infringement or alleged infringement (if any), whether express or implied, by statute, at common law or otherwise howsoever, are hereby excluded.

6. PAYMENT

(a) Unless otherwise stated in writing payment of the price of the Goods will be due as follows: 25% with order, 65% invoiced on delivery, with the remaining 10% invoiced after commissioning. Both invoices are due strictly at 30 days. The invoice on delivery will be due even if commissioning is delayed for any reason. We also reserve the right to part invoice if work is delayed by you. The title to all goods supplied will remain with Mindready (NI) Ltd until payment has been received in full. All prices exclude VAT.

(b) Time of payment is of the essence.

(c) Without prejudice to any other rights of the Company hereunder if the Purchaser shall fail to give all instructions reasonably required by the Company and all necessary documents licences, consents and authorisation for forwarding the Goods or shall otherwise cause or request delay, the Purchaser shall pay to the Company all costs and expenses, including any storage charges, incurred or arising from such delay.

(d) The Purchaser shall not be entitled to make any deduction from the price of the Goods in respect of any set-off or counter-claim unless both the validity and the amount thereof have been expressly admitted by the Company in writing.

(e) If the Purchaser fails to make any payment on the due date then, without prejudice to any of the Company's other rights the Company may:

(i) suspend or cancel deliveries of any Goods due to the Purchaser; and/or

(ii) appropriate any payment made by the Purchaser to such of the Goods (or Goods supplied under any other contract with the Company) as the Company may in its sole discretion think fit.

(iii) charge the Purchaser interest (both before and after any judgment) on the amount unpaid, at the rate of 4 per cent per annum above Ulster Bank Limited base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).

(f) If this contract is cancelled by the Company (as provided in condition 6(e)) or is cancelled by the Purchaser then the Purchaser shall be liable for all loss and damage whatever arising from such cancellation.

7. STORAGE

If the Company shall be unable through circumstances beyond its control (including, without limitation, lack of shipping instructions from the Purchaser), to deliver the Goods within fourteen days after notification to the Purchaser or its agent that the Goods are ready for delivery, the Company shall be entitled to arrange storage on behalf of the Purchaser, whereupon delivery shall be deemed to have taken place, all risk in the Goods shall pass to the Purchaser, and delivery to the Purchaser of the relevant warehouse receipt shall be deemed to be delivery of the Goods for the purposes of conditions 9 and 10. All charges incurred by the Company for storage or insurance shall be paid by the Purchaser within thirty days of submission of an invoice.

8. PASSING OF PROPERTY

(a) The ownership in the Goods shall remain in the Company until full payment has been received by the Company for all Goods supplied under this or any other contract to the Purchaser.

(b) Until such time as the ownership in the Goods passes to the Purchaser the Purchaser shall (as principal and not as agent) subject to (c) and (d) below, be at liberty to resell the Goods in the ordinary course of business.

(d) The Purchaser's liberty to resell shall be automatically determined if an Administrator or Receiver is appointed over any of the assets or the undertaking of the Purchaser or a winding up order is made against the Purchaser, or the Purchaser goes into voluntary liquidation (otherwise than for the purpose of reconstruction or amalgamation) or calls a meeting of or makes any arrangements or composition with creditors or commits any act of bankruptcy.

Upon determination of the Purchaser's liberty to resell under (c) or (d) above the Purchaser shall place the Goods at the disposal of the Company who shall be entitled to enter upon the premises of the Purchaser for the purpose of removing the Goods.

(f) Notwithstanding the provisions of condition 8 the Company shall be entitled to bring an action against the Purchaser for the price of the Goods in the event of non-payment by the Purchaser by the due date as if ownership in the Goods had already passed to the Purchaser or shall have the right by notice in writing to the Purchaser at any time after the agreed delivery date to pass ownership in the Goods to the Purchaser as from the date of such notice.

(g) Until such times as the ownership in the Goods passes to the Purchaser the Purchaser shall hold the Goods as the Company's fiduciary agent and shall keep the Goods separate from those of the Purchaser and properly stored, protected and insured and identified as the Company's property.

(h) Until such time as the ownership in the Goods passes to the Purchaser the Company shall be entitled at any time to require the Purchaser to deliver up the Goods to the Company and if the Purchaser fails to do so forthwith to enter upon any premises of the Purchaser where the Goods are stored with vehicles if necessary and repossess the Goods.

(i) The Purchaser shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Company but if the Purchaser does so all moneys owning by the Purchaser to the Company shall (without prejudice to any other rights of the Company) become immediately due and payable.

9. RISK

Unless otherwise stated in writing, the Goods shall be at the Purchaser's risk from the time at which delivery is deemed to take place under condition 10 hereof. Any property of the Purchaser's in them left at the Company's premises will be at the Purchaser's risk.

10. DELIVERY

(a) Any time or date stated for delivery is given and intended as an estimate only and shall not be of the essence.

(b) Unless otherwise stated in writing delivery shall be deemed to take place upon the occurrence of the first in time of the following:

(i) the physical delivery of the Goods to the Purchaser at the Company's works; or

(ii) the physical delivery of the Goods to the Purchaser's carrier (or his agent) for the purpose of transmission to the Purchaser of his nominee; or

(iii) the physical delivery of the Goods to a good hard-road nearest to the Purchaser's place of business or such other place as he may direct by the Company's carrier (or his agent), the Purchaser being responsible for unloading.

Signature of any delivery note by any agent, employee or representative of the Purchaser shall be conclusive proof of the delivery.

(i) any claims for non-delivery must be made in writing to the Company within six days of invoice or advice note (whichever is the earlier);

(ii) any claims in respect of Goods damaged in transit or shortages in delivery must be made to the Company within two days of delivery.

Shortages in delivery shall not give rise to a right to reject the Goods delivered.

(d) The Company shall be entitled to make partial deliveries or deliveries by instalments. Each instalment shall be a separate agreement to which all the provisions of these Conditions shall apply.

(e) In the event of any delay in delivery the Company shall not be under any liability whatsoever to the Purchaser including, without prejudice to the generality of the foregoing liability in contract for negligence or under statute.

11. LICENCES, DUTIES, ETC

The payment of all import duties, charges and assessments and the obtaining of any necessary export and import licences in respect of the Goods is the sole responsibility of the Purchaser and the Company shall be under no liability whatsoever to the Purchaser in respect of Goods exported without the necessary export and import licences.

12. INTELLECTUAL PROPERTY RIGHTS

(a) In the event that any claim is made against the Purchaser for infringement of Intellectual Property Rights arising directly from the use by the Purchaser of the Goods the Company at its own expense shall conduct any ensuing litigation and all negotiations for a settlement of the claim. The Company will bear the costs of any payment (either by way of a lump sum or a continuing royalty payment) made in settlement or as a result of an award in a judgement against the Purchaser in the event of litigation.

(b) The benefit of condition 12(a) is granted to the Purchaser by the Company only in the event that the Purchaser shall

(i) give the Company the earliest possible notice in writing of a claim being made or action threatened or brought against it;

(ii) make no admission of liability or take any other action in connection therewith;

(iii) permit the Company to have the conduct of the claim pursuant to condition 12(a);

(iv) give all reasonable information co-operation and assistance to the Company (including without limitation lending its name to proceedings) in relation to the conduct of the claim;

(v) if it is made a condition of any settlement made by the Company or judgement awarded against the Purchaser, pursuant to condition 12(a), return or destroy, as applicable, all infringing Goods still under its control subject to a refund by the Company of any payment for such Goods already made less a reasonable allowance for depreciation of the Goods by reason of their use (if any) by the Purchaser prior to their return or destruction as aforesaid;

(vi) do nothing which would or might vitiate any policy of insurance or insurance cover which the Purchaser may have in relation to such infringement, and the Company's obligation under 12(a) shall not apply to the extent that the Purchaser recovers any sums under any such policy or cover (which the Purchaser shall use its best endeavours to do);

(vii) account to the Company for, all damages and costs (if any) awarded in favour of the Purchaser which are payable by, or agreed with the consent of the Purchaser (which consent shall not be unreasonably withheld) to be paid by, any other party in respect of any such claim; and

(viii) without prejudice to any duty of the Purchaser at common law, take such steps as the Company may reasonably require to mitigate or reduce any such loss, damages, costs or expenses for which the Company is liable to indemnify the Purchaser under this clause.

(c) The provisions of condition 12(a) shall not apply to any infringement caused by the Company having followed a design or instruction furnished or given by the Purchaser nor to any use of the Goods in a manner or for a purpose which shall have been specifically prohibited in writing by the Company nor to any infringement which is due to the use of such Goods in association or combination with any other product.

(d) Any design or instruction furnished or given by the Purchaser shall not be such as will cause the Company to infringe any Intellectual Property Rights and the Purchaser shall indemnify the Company against any liability whatsoever suffered by the Company as a result of such infringement.

(e) The foregoing states the Company's entire liability to the Purchaser and the Purchasers sole and exclusive remedies against the Company in connection with claims based on or resulting from the infringement of Intellectual Property Rights, of any kind whatsoever, of third parties.

13. SOFTWARE LICENCE

The Company hereby grants to the Purchaser a non-exclusive non-transferrable licence to use the Licensed Programs for its own internal business purposes only.

14. FORCE MAJEURE

If the Company is prevented or delayed (directly or indirectly) from making delivery of the Goods or any part thereof or from otherwise performing the contract or any part thereof by reason of acts of God, war, embargo, riot(s), strike(s), lock-out(s), trade dispute(s), fire(s), breakdown, inclement weather, interruption of transport, Government action, delay in delivery to the Company of any Goods or materials or by any other cause whatsoever (whether or not of like nature to those specified above) outside its control, it shall be under no liability whatsoever to the Purchaser, and shall be entitled at its option either to cancel the contract or without any liability to extend the time or times for delivery by a period equivalent to that during which such delivery has been prevented.

15. GUARANTEE AND LIABILITY

(a) The Company guarantees Goods supplied by the Company against any defect of work or materials provided that full details of any such defects are notified to the Company within 10 working days of its first appearing.

(b) The Company will in addition and to the extent that it is able so to do pass on to the Purchaser the benefit of any warranties or guarantees given by any other manufacturer whose products are supplied by the Company but subject thereto the Company shall have no liability to the Purchaser in respect of any defects of whatsoever nature in the Goods or products of such other manufacturers provided that if such defects are shown to be the result of the negligence or breach of contract of the Company they shall then be subject to the remainder of these Conditions to the extent that the same can be made applicable.

(c) The guarantee shall be for a period of 12 months from the date of delivery and the liability of the Company shall be limited at its option to either repairing goods or supplying replacement Goods which will be repaired or supplied subject to these Conditions or alternatively (at the Company's option) to repay the full purchase price paid for such Goods (or to allow a credit if the price shall not have been paid).

(d) The Purchaser must rely on its own skill and judgment in relation to the Goods, and subject always to condition 16 the Company shall, save as set out in the terms above be under no liability whatsoever to the Purchaser for or arising out of any defect in, failure of, or unsuitability for any purpose of the Goods or any part thereof whether the same be due to any act, omission, negligence or wilful default of design, workmanship or materials or to any other cause whatsoever, and all conditions, warranties or other terms whether express or implied, statutory or otherwise, inconsistent with the provisions of these Conditions are hereby expressly excluded save only to the extent (and not otherwise) that such exclusion is held by a Court of competent jurisdiction to be unfair or unreasonable.

16. ECONOMIC LOSS

Subject to condition 16 and notwithstanding anything contained in these Conditions (other than condition 16) in no circumstances shall the Purchaser be liable, in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever, and whatever the cause thereof,

(i) for any loss of profit, business, contracts, revenue, or anticipated savings, or

(ii) for any special indirect or consequential damage of any nature whatsoever.

17. UNFAIR CONTRACT TERMS ACT

Nothing in these Conditions shall:

(a) purport to exclude or restrict such implied warranties or conditions as are in law incapable of exclusion or restriction.

(b) purport to exclude or restrict any liability which the Company may otherwise have for death or personal injuries arising out of the negligence or breach of contract of the Company.

These Conditions contain exclusion and restriction clauses. To the extent that they are required by law to comply with any test of

fairness or reasonableness the Company will contend that they do so comply.

18. SEVERABILITY

If any term or provision in these Conditions of sale shall be held to be illegal or unenforceable, in all or in part under any enactment or rule of law such term or provision or part shall to that extent be deemed not to form part of these Conditions but the validity and enforceability of the remainder of these Conditions shall not be affected.

19. SUB-CONTRACTS

The Company reserves the right to sub-contract the performance of the contract or any part thereof.

20. ASSIGNMENT

The Purchaser shall not assign or transfer or purport to assign or transfer any contract to which these Conditions apply for the benefit thereof to any other person whatsoever without the Company's prior written consent.

21. CONFIDENTIALITY

Each of the Company and the Purchaser shall keep confidential and shall not without the prior consent in writing of the other disclose to any third party any technical or commercial information which either has acquired from the other as a result of discussions, negotiations and other communications between them relating to the Goods and the Order.

22. PROPER LAW

All contracts made between the Company and the Purchaser shall be governed by Northern Irish Law and the Purchaser shall submit to the jurisdiction of the Northern Irish Courts.

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Terms And Conditions