SHADES UK LIMITED
TERMS AND CONDITIONS OF BUSINESS FOR THE SALE OF EQUIPMENT

1) GENERAL

Unless otherwise expressly agreed in writing by a Director of Shades UK Ltd (Shades UK) every sale of products by Shades UK Audio Visual shall be subject to these conditions. They are incorporated in all Sales Agreements to the exclusion of any other terms whatsoever. Notices to be served hereunder shall be sent by first class post, facsimile transmission or e-mail to either party at its last known address. Notice shall be deemed served by post 48 hours after posting and by facsimile transmission or telex when the same is received.

2) ACCEPTANCE OF ORDERS

The Sales Agreement signed by the Customer shall constitute an irrevocable offer by the Customer to purchase the products which may be accepted by Shades UK Audio Visual within thirty days of receipt. Shades UK Audio Visual shall not be bound until the Sales Agreement has been accepted by Shades UK Audio Visual. Such acceptance shall be by the Director of Shades UK Audio Visual signing the Sales Agreement subsequent to the signature of the Sales Agreement by an authorised signatory of the Customer. Any representations made by Shades UK Audio Visual agents, representatives or employees are binding only when confirmed in writing by a Director of Shades UK Audio Visual at the time the Sales Agreement is signed by Shades UK Audio Visual. The customer is not entitled to cancel the Sales Agreement once it has been accepted by Shades UK Audio Visual.

3) WARRANTY

Shades UK Audio Visual warrants that upon delivery the products (other than any mechanical or electrical items which are of an expendable nature) shall be free from defects in workmanship and material provided that:- (a) any defects are advised to Shades UK Audio Visual within 7 days of receipt and (b) the Customer affords Shades UK Audio Visual full access to the products for inspection and (c) the Customer makes no further use of the products after any defect is discovered or ought reasonably to have been discovered and (d) the transportation installation maintenance storage and use of the products have been carried out in a proper manner and (e) all recommendations made by Shades UK Audio Visual or the manufacturer relating to the products have been fully compiled with an (f) no alteration, addition or attachment whatsoever has been made to the products other than with Shades UK Audio Visual's prior written approval. All other conditions and warranties express or implied by statute, common law or otherwise are hereby excluded except those which by statute may not be excluded. This condition does not affect the Customer's statutory rights under consumer legislation. Nothing in these Conditions shall exclude or restrict liability for death or personal injury resulting from the negligence of Shades UK Audio Visual. If the products do not comply with the warranty contained in condition 3 Shades UK Audio Visual will at its option and at its expense either:- i. Replace the defective products as soon as reasonably practicable; or ii. Take back the defective products and waive or refund the appropriate part of the purchase price; or iii. Take such steps as Shades UK Audio Visual considers necessary to make the products comply and performance of any one of the above options shall constitute discharge of Shades UK Audio Visual's entire liability under the said warranty. Without prejudice to the provisions of the above paragraph Shades UK Audio Visual shall not be liable in any circumstances for loss of profit, use or goodwill including (but not limited to) breach of the said warranty or delay in delivery or for any indirect or consequential loss or damage of any kind, including but not limited to damage arising from the stoppage, breakdown or failure or loss of Customer data. It is the responsibility of the Customer to ensure that all of its files are adequately duplicated and documented. Shades UK Audio Visual will not be responsible for the cost of reconstructing Customer data. In event Shades UK Audio Visual's liability shall in no event exceed the total purchase price of the products.

4) PRICE VARIATION

Prices stated are those current at the date of the Sales Agreement. Shades UK Audio Visual reserves the right to increase prices to take account of any increases in costs which are notified to Shades UK Audio Visual after such date and which take effect prior to delivery. In such circumstances Shades UK Audio Visual may give written notice to the Customer of a corresponding increase in the contract price. Where delivery is by instalments Shades UK Audio Visual shall be entitled to increase the contract prices as aforesaid in respect of any undelivered products. Value Added Tax will be charged in accordance with United Kingdom legislation in force at the tax point date. Unless otherwise expressly stated in writing all prices are exclusive of VAT and of delivery and installation. The cost of any variation or modification to the Sales Agreement requested by the Customer after the date of the Sales Agreement shall, if accepted by Shades UK Audio Visual, be borne by the Customer. Insurance on products is only provided upon the Customer's written request.

5) DELIVERY

The quantities of any consignment of products as ascertained by Shades UK Audio Visual upon despatch from Shades UK Audio Visual's premises shall be prima facie evidence of the quantity received by the Customer on delivery. Any requested Delivery Date specified on the Sales Agreement shall not be treated as a term thereof. Shades UK Audio Visual shall not be liable for failure to deliver by such date or for any loss arising directly or indirectly out of delay in delivery. In no circumstances shall any such delay entitle the Customer to repudiate or rescind the Sales Agreement. Shades UK Audio Visual shall have the right to cancel the Sales Agreement as regards any products or any part thereof which are ready for delivery and which are not accepted by the Customer by the Requested Delivery Date or on the date when the products are delivered at the place specified for delivery. Shades UK Audio Visual shall be entitled to resell the products without prejudice to any claim for damages which Shades UK Audio Visual may have and shall be entitled to invoice such products forthwith and to charge for the handling and storage of such products and for their insurance, from the Requested Delivery Date(s) to the date when the Customer (or its agent) takes delivery or Shades UK Audio Visual disposes of the same. No claim for shortages will be considered unless Shades UK Audio Visual is advised within seven days of delivery and no claim for non-delivery will be considered unless Shades UK Audio Visual is notified in writing within ten days of the dates of the invoice. In the event of failure by the Customer to give the appropriate notice the Customer's claim will be deemed to have been waived and will be absolutely barred. Shades UK Audio Visual shall be entitled to make delivery of the products by instalments and to invoice the Customer for each instalment dispatched. The Customer shall provide at its own expense and be entirely responsible for all proper accommodation and facilities including proper environmental conditions for the products and shall comply with any recommendation of Shades UK Audio Visual or the manufacturer. If Shades UK Audio Visual is responsible under the Sales Agreement for the delivery and/or installation of the products the Customer shall provide full and free access to the intended location of the products and to any other equipment or facilities if the products are to be connected to them. Such access shall be provided with Shades UK Audio Visual's normal business hours of 9:00am to 5:30pm Mondays to Fridays (inclusive) excluding Public and Bank Holidays. If such access is delayed or inhibited in any way for any reason whatsoever then the customer shall accept the products as delivered and/or installed and shall pay additional installation fees at the current rate should the Shades UK Audio Visual Engineer be required to leave and return to complete installation. Installation outside such normal business hours will be subject to additional installation fees at such rate as shall then be applicable.

6) FORCE MAJEURE

If Shades UK Audio Visual is unable to supply the products or carry out the Sales Agreement by reason of any event beyond Shades UK Audio Visual's reasonable control which prevents or hinders Shades UK Audio Visual from delivering the products in accordance with the Sales Agreement then the Requested Delivery Date(s) shall be extended for a period equal to the delay caused by such events. If the period of delay extends beyond a reasonable period either party may terminate the Sales Agreement as regards any undelivered products. Shades UK Audio Visual reserves the right to require the Customer to take and pay for any of the undelivered products purchased for the purpose of the Sales Agreement for which there is no other market readily available to Shades UK Audio Visual.

7) PAYMENT

The terms of payment are as specified on the Sales Agreement. The amount due will be due and payable on the due date specified on the invoice ("the due date"). Time for payment shall be of the essence. If any payment is not made by the Customer on the due date then interest shall be payable at the rate of 4% above the base rate of the Bank of England and shall accrue from day to day on all overdue payments. In addition Shades UK Audio Visual reserves the right to charge and the Customer agrees to pay an additional 1% of the payment overdue by way of fixed administration charge. The Customer agrees that where the products are delivered to the Customer by instalments the Customer shall pay for all items received upon receipt of the invoice relating thereto and shall not withhold payment until all of the products have been received. Any payment due under the Sales Agreement shall be made in full without set-off deduction or counterclaim whatsoever.

8) TITLE AND RISK

Property in the products shall pass to the Customer on payment in full of the whole purchase price of the products. Until payment in full of the whole purchase price of the products the Customer shall keep the products as Shades UK Audio Visual's fiduciary agent and bailee and shall store them in such a way that they are identifiable as the property of Shades UK Audio Visual and are separate from all other goods in the possession of the Customer. At any time before payment in full of the whole purchase price of the products Shades UK Audio Visual may by notice in writing to the customer require the Customer to return the products to Shades UK Audio Visual and the Customer shall cease to be in possession of the products with the consent of Shades UK Audio Visual. At any time after the giving of such a notice Shades UK Audio Visual may (without prejudice to any of its other rights) enter upon any premises where the products are or reasonably believed to be and may remove the products and re-sell the same if it so wishes. Notwithstanding the foregoing and unless otherwise agreed in writing the products are at the entire risk of the Customer from the time of delivery. The Customer will hold on trust from Shades UK Audio Visual the proceeds of any insurance claim made by the Customer in respect of loss or damage to the products until payment in full of the whole purchase price of the products.

9) TERMINATION OF SALES AGREEMENT

Shades UK Audio Visual shall be entitled to terminate the Sales Agreement or any other contract with the Customer forthwith by notice without prejudice to any of its other rights:- If the Customer (whether under the Sales Agreement or any other contract between the Customer and Shades UK Audio Visual) is overdue with any payment or commits any breach of contract which is incapable of remedy or which if the same be capable of remedy it fails to remedy within 14 days of Shades UK Audio Visual's written notice to do so or If any distress or execution shall be levied on the Customer's assets, or if the Customer shall make or offer to make any arrangement or composition with creditors or commit an act of bankruptcy if any petition or receiving order in bankruptcy or administration order shall be presented or made the same (other than for the purposes of reconstruction or amalgamation of a solvent company) shall be appointed to the Customer's assets and undertaking or any part thereof or If serious doubts arise as to the solvency or credit status of the Customer or If any leasing, hire purchase or other credit arrangements to be made by or on behalf of the Customer in relation to the products are refused or withdrawn. Shades UK Audio Visual shall without prejudice to its right to terminate be entitled to suspend further deliveries of products or to make partial deliveries of products under the Sales Agreement:- if any of the events mentioned in the above paragraph of this section occur or if and to the extent that the value of the products delivered but not paid for exceeds, or if delivered would exceed, the Customer's credit limit whether or not advised to the Customer and whether or not payment is overdue. Notwithstanding any such termination or suspension in accordance with the above paragraphs in this section and of Condition 10 below, the Customer shall pay Shades UK Audio Visual at the contract rate for all work done, materials used and products delivered up to and including the date of suspension or termination and shall in addition indemnify Shades UK Audio Visual against any resulting loss, damage or expense.

10) WARRANTY BY THE CUSTOMER

The Customer hereby warrants to Shades UK Audio Visual that it is an ultimate end-user or is an authorised dealer for the products and agrees to comply with all applicable laws and regulations. In the event of any breach of this warranty Shades UK Audio Visual shall be entitled to terminate the Sales Agreement forthwith by notice in writing and the Customer shall indemnify Shades UK Audio Visual against any loss, damage or expense resulting from a breach of this condition.

11) SOFTWARE

Any software to be supplied by Shades UK Audio Visual to the Customer for use with the products shall be supplied (if required by the software supplier to Shades UK Audio Visual) only upon the terms of any such supplier's software licence particulars of which shall be supplied to the Customer upon request. Notwithstanding that the Customer shall not ask for such particulars or sign such a licence on or before acceptance by Shades UK Audio Visual of the Sales Agreement the Sales Agreement shall remain binding upon the Customer. The non performance of any service or contract or the non delivery of any software products or equipment by any person, firm or company other than Shades UK Audio Visual shall not give the Customer any right to delay acceptance of delivery of and payment for the products.

12) TRAINING

Shades UK Audio Visual is under no obligation whatsoever to train the Customer or his employees in the use of the products.

13) CONFIDENTIAL INFORMATION

Whilst Shades UK Audio Visual shall use its reasonable endeavours to prevent disclosure of confidential information (except (I) as may be required by law and (ii) as to any such information which comes into the public domain otherwise than by breach of the terms of this condition) it shall not be liable for such disclosure or the consequences thereof.

14) NON-ASSIGNMENT BY THE CUSTOMER

The Customer shall not (but Shades UK Audio Visual shall be entitled to) assign transfer or sub-licence all or any part of the Sales Agreement or of its rights and obligations thereunder.

15) SEVERANCE

If at any time any one or more of these Conditions (or any paragraph, sub-paragraph or any part thereof) is held to be or becomes void or otherwise unenforceable for any reason under any applicable law, the same shall be deemed omitted herefrom and the validity and/or enforceability of the remaining provisions of these Conditions shall not in any way be affected or impaired thereby.

16) WAIVER

The rights and remedies of Shades UK Audio Visual under the Sales Agreement shall not be diminished, waived or extinguished by the granting of any indulgence, forbearance or extension of time by Shades UK Audio Visual nor by any failure of or delay by Shades UK Audio Visual in asserting or exercising any such rights or remedies.

17) LAW AND JURISDICTION

These Conditions and each and every Sales Agreement made pursuant hereto shall be governed by and construed in all respects in accordance with English Law. The parties hereby submit any dispute arising in connection with the Sales Agreement to the non-exclusive jurisdiction.