TERMS AND CONDITIONS OF SALE

1. INTERPRETATION

1.1 In these Conditions unless the context otherwise permits: -


"Authorised Representative" means a person whose job title is that of Director or Managing Director or a person who holds the office of director.

"Consumer" shall mean any natural person who in the contract with the Customer is acting for purposes that are not related to his trade, business or profession.

"Customer" means the person, firm, company, entity or organisation with whom CL contracts for the sale of Products and/or supply of Services.

"the Conditions/ these Conditions" means the standard terms and conditions of sale set out in this document or such replacement standard terms and conditions notified to Customer as are in force at the date of the Contract and which at that date appear on CL's web site at www.cableservelimited.co.uk and/or which are available on request at CL's principal trading address at The Heath Technology & Business Park, Runcorn, Cheshire, WA7 4QX.

"the Contract" means any contract for the purchase and sale or other supply of Products and/or the supply of Services by CL to a Customer.

"Electronic Means" means any electronic means including without limit on the Web, by EDI or XML.

"CL" means Cableserve Limited (registered in England number 03975801) with its registered office at The Heath Technology & Business Park, Runcorn, Cheshire, WA7 4QX

"Products" means any Products (including, for the avoidance of doubt software and installments of the Products or any parts of or for them) sold by CL to a Customer.

"Services" means any services supplied by CL to the Customer.

"Special Order Products" shall mean Products that are classified in CL's current comprehensive product listing as special order products or have been ordered specifically by Customer or configured to Customer's specifications.

1.2 The headings in these Conditions are for convenience only and shall not affect their interpretation.

1.3 The Conditions shall apply to sales of all Products including Special Order Products ordered for shipment to or within the UK mainland. CL reserves the right to apply supplemental or other terms for Products to be shipped by CL outside the UK mainland.

1.4 Without prejudice to the application of these Conditions additional and more detailed terms may apply for certain Products and suppliers including specific terms applicable to special prices offered by suppliers through CL ("Special Terms"). These Special Terms will be made available on CL's website www.cableservelimited.co.uk  The Special Terms may oblige the Customer to comply with certain requirements including but not limited to (i) the sale of the Products only to specifically named end-users; (ii) the disclosure of end-user information to CL and its suppliers for the purpose of end-user verification; and (iii) the submission of copies of end-user invoices, end-user purchase orders or end-user shipping documents to CL and its suppliers. Subject to the Special Terms applicable for the individual suppliers and Products, non-compliance with the Special Terms may entitle CL and/or its suppliers to reclaim and invoice the Customer in full for all discounts, rebates and other special price conditions granted to the Customer under the special price. It is the Customer's responsibility to be aware of and adhere to the Special Terms as current from time to time. By ordering Products at special prices offered through CL the Customer agrees to be bound by the applicable Special Terms.

2. BASIS OF THE SALE

2.1 All Contracts between CL and a Customer shall be governed by these Conditions (and, where applicable, any other terms and conditions pursuant to Clause 1.3 and/or Clause 1.4) to the exclusion of any other terms and conditions not accepted in writing by an Authorised Representative of CL, including without limit any terms on or referred to in any Customer purchase order. In the case of orders placed by Electronic Means which refer to any terms and conditions of the Customer CL's automatic taking on to its system of such order shall amount to a rejection of the Customer's terms and conditions and an offer to supply the Products ordered on the basis of these Conditions. No variation to these Conditions shall be binding unless agreed by letter signed by an Authorised Representative of CL. It is the Customer's responsibility to be aware of the Conditions as current from time to time but CL will use best efforts to notify Customer of any material changes to the Conditions before they become applicable. In addition to any acceptance of these Conditions by signing CL's account application form, the Customer's acceptance of these Conditions shall also be made (in respect of the first Contract and all subsequent Contracts) either by (1) Customer providing a purchase order to CL or (2) Customer accepting Products or Services from CL, whichever occurs first.

2.2 No employee or agent of CL other than an Authorised Representative has any authority to make any representation at all concerning Products or Services and an Authorised Representative has no authority to make such representation other than by letter (an "authorised representation") and accordingly Customer agrees that in entering into any Contract it does not rely on any unauthorised representation and Customer agrees it shall have no remedy in respect of any unauthorised representation (unless made fraudulently) .

3. CUSTOMER IDENTIFICATION

3.1 In placing an order including by Electronic Means Customer may utilise one or a combination of account name, account number and other forms of identification including password or other code issued to Customer (together and individually "Customer's Identification" or "Customer Identification").

3.2 It is the Customer's responsibility to keep the Customer's Identification confidential. Customer has the sole responsibility for its Customer Identification. Customer shall immediately inform CL in case of loss of password or in case of any abuse or attempted abuse of Customer password or other Customer Identification. Customer agrees that Customer is entirely responsible for use of Customer's Identification and that it is Customer's responsibility to have in place security measures and procedures to ensure use of its Customer Identification only by authorised personnel for authorised purposes.

3.3 Customer agrees that CL is entitled to rely absolutely on any orders placed on CL which have utilised Customer's Identification and to deliver as directed by such orders and to invoice and be paid in respect of such orders.

3.4 Customer agrees that any order placed on CL including by Electronic Means mentioning or utilising Customer's Identification is a valid and binding purchase order.

3.5 Customer acknowledges that CL cannot guarantee the security of the Internet and the possibility of interception or corruption of data transmitted from Customer to CL using correct Customer Identification, and that CL is nonetheless entitled to rely on data transmitted in the form it is received at CL.

4. CABLESERVE INFORMATION

4.1 All Product pricing, description, availability and related information ("Information") provided by CL, in any form, is the property of CL or its suppliers. CL hereby grants Customer a limited, non-exclusive, non-transferable license to use the Information for its internal use only for the purpose of Customer's purchases and sales of Products sold by CL to it. CL shall be entitled to stop the provision of Information at any time without notice. Customer agrees to hold in confidence and not to directly or indirectly use, reveal, report, publish, disclose or transfer to any other person or entity any of the Information or utilise the Information for any purpose except as permitted herein. CL makes no warranty, either express or implied on the Information or its accuracy. All Information is provided to Customer "as is." If CL provides Information to Customer by Electronic Means, Customer agrees to update such Information regularly to ensure its accuracy. Customer agrees to hold in confidence and not to directly or indirectly use, reveal, report, publish, disclose or transfer to any other person or entity any of the Information or utilise the Information for any purpose except as permitted herein. Specifically but without limitation Customer is not entitled to utilise Information for any purpose other than in the normal course of business of a reseller and is not entitled to use, reproduce or display the Information in any way, which in CL's opinion; (1) would enable it to be identified as information obtained from CL (2) would enable comparison of the Information with other suppliers' information relating to products or (3) could be damaging to CL's business interests.

4.2 CL agrees to hold in confidence and not to directly or indirectly use, reveal, report, publish, disclose or transfer to any other person or entity any Customer sensitive information or utilise such information for any purpose if Customer has notified CL in writing that it is confidential.

5. ORDERS AND SPECIFICATIONS

5.1 The Customer shall be responsible to CL for ensuring the accuracy of the terms of any purchase order.

5.2 CL reserves the right to make any changes to the Contract due to changes in the specification of the Products which are required to conform with any applicable safety or other statutory requirements. These changes will be duly notified to the Customer. The Customer cannot cancel or reschedule the Contract provided the changes do not alter the material terms of the Contract. For other types of changes, the possibility of cancellation will be subject to CL's discretion and conditions.

5.3 CL is under no obligation to accept the withdrawal of an order or the cancellation of a Contract which has been accepted by CL. If CL agrees to accept the Customer's withdrawal of any order or the cancellation of a Contract such agreement will only be effected by means of letter, fax or email signed or sent by an Authorised Representative of CL.

5.4 Notwithstanding any other terms of these Conditions it is agreed that the provision or display of Product pricing and other Information (as defined in Clause 4.1) by CL to Customer does not amount to an offer by CL to sell such Product at that price or on any other terms. Supply of such Information is only an invitation to treat. An order by the Customer for Product or Services shall be the offer.

5.5 In the case of orders placed by Electronic Means only, notwithstanding any acceptance by CL of any offer for any Product, if there has been a material or obvious pricing error by CL, CL shall be entitled within 30 days of its acceptance of such offer to either invoice the Customer for the Customer's true list price (not exceeding the prevailing market price at wholesale level) of the Product at the date of order or, if the Customer shall prefer, collect the Product at CL's expense and credit the Customer for any charges (e.g. price and freight) invoiced by CL.

5.6 Orders for direct shipment to Customer's customers or Special Order Products may require prepayment and will be subject to additional fees.

5.7 CL will set minimum order levels and charge additional fees for any order below such levels. Current minimum order levels can be found on CL's website. www.cableservelimited.co.uk

6. PRICE OF THE PRODUCTS

6.1 Subject to the provisions of Clause 5.5 and Clause 6.2:-

6.1.1 Prices for Products in CL's stock ready to be shipped will be established at the time the order is accepted by CL;

6.1.2 If the Customer places an order for Products not in stock at the time of order (a "Backorder") or the Customer places an order for scheduled delivery, such orders shall be irrevocable and the price for such Products shall be the price established at the time the Backorder or scheduled delivery is accepted by CL.

6.2 Notwithstanding any of the foregoing CL reserves the right to increase its prices after acceptance of an order due to an increase in its supplier's price to CL or an increase in direct costs to which CL becomes subject (including without limit costs resulting from currency fluctuation) but CL shall only increase its price by such level as is necessary to reflect such increases.

6.3 All prices exclude the cost of delivery from CL to the Customer's delivery point, configuration, fulfilment and other services provided by CL.

6.4 All prices and charges are exclusive of any applicable Value Added Tax, which the Customer will be additionally liable to pay to CL. Unless otherwise stated prices exclude any copyright levies, waste and environmental fees, and similar charges that CL by law or statute may or shall charge or collect upon resale.

6.5 If Customer is offered special pricing for certain orders and such pricing is made available to CL from its suppliers ("Special Bids"), the Customer shall adhere to the terms and conditions of such Special Bids and agrees to indemnify CL for any claims made against CL by the suppliers for Customer's non-compliance with the supplier's terms and conditions. Customer agrees to pay any service fees charged for CL's pass-through of Special Bids and other supplier driven benefits the Customer may receive, including any marketing funding, price protection and individual rebates, and agrees that pass-through and payment of such benefits will be subject to CL having received the benefits from its supplier.

7. TERMS OF PAYMENT

7.1 Payment for all the Products shall be made in full by the Customer with the Customer's order. If payment is made by credit or debit card the Customer agrees to pay all fees and service charges incurred by CL for the handling of such transaction including fees charged by the card company to CL.

8. DELIVERY

8.1 Delivery of the Products shall be made by CL to such place as shall have been agreed between CL and the Customer. Unless the Customer shall have notified CL in writing within 5 working days of the date of CL's invoice that the Products have not been delivered then delivery shall be deemed to have taken place in accordance with the Contract and the Customer shall not be entitled to raise any claim of short or mis-shipment.
8.2 CL shall be entitled to assume that any person who both reasonably appears and claims to have authority to accept delivery who signs a note in respect of the Products on behalf of the Customer or the Customer's customer (if CL has agreed to deliver direct) does in fact have the authority.

8.3 Any dates quoted for the delivery of Products are approximate only and CL shall not be liable for any delay in delivery of the Products howsoever caused.

8.4 Partial delivery is allowed unless otherwise mutually agreed by both parties. Failure by CL to deliver the rest of the Products shall not entitle the Customer to treat the order as a whole as repudiated.

8.5 For the purpose of these Conditions where CL has agreed to deliver Products direct to the Customer's customer any such delivery shall be deemed to be delivery to the Customer and any refusal by the Customer's customer to accept delivery shall be deemed to be a refusal by the Customer.

8.6 The Customer shall bear all costs associated with the unjustified refusal of delivery of Products. If the refusal is made on the grounds that the order was wrongly placed (i.e. wrong product, wrong pricing, etc.) and the refusal is accepted by CL, CL reserves its right to charge accordingly additional fees for return transportation and administrative expenses related thereto, and original carriage costs will not be reimbursed.

9. RISK AND TITLE

9.1 Risk of damage to or loss of Products shall pass to the Customer at the time of delivery or if the Customer unjustifiably fails to take delivery of Products the time when CL has tendered delivery of the Products.

9.2 Notwithstanding delivery and the passing of risk of the Products or any other provisions of these Conditions, title to the Products shall not pass to the Customer until CL has received in cleared funds payment in full of:-

9.2.1 the Products; and

9.2.2 all other sums which are or which become due to CL from the Customer on any account.

9.3 Until such time as title to the Products passes to the Customer the Customer shall:-

9.3.1 hold the Products as CL's fiduciary agent and bailee; and

9.3.2 keep the Products separate to those of the Customer and third parties; and

9.3.3 keep the Products properly stored protected and insured, and identified as CL's property; and

9.3.4 accept that Products may be labelled as being CL's property until CL is paid.

9.4 Until such time as the title in the Products passes to the Customer (and provided the Products are still in existence and have not been resold) CL shall be entitled at any time to require the Customer to deliver up the Products to CL and if the Customer fails to do so forthwith to enter upon any premises of the Customer or any third party where the Products are stored and repossess the Products.

9.5 The Customer's right to possession of the Products shall terminate immediately if:-

9.5.1 the Customer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any Act for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for the winding up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer; or

9.5.2 the Customer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe/perform any of his/its obligations under the Contract or any other contract between CL and the Customer or is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or the Customer ceases to trade; or

9.5.3 the Customer encumbers or in any way charges any of he Products.

9.6 Customer is entitled to resell the Products in the ordinary course of business. Customer is not able or entitled to offer the Products as collateral or otherwise grant a charge in respect of the Products until title has passed to the Customer in accordance with these Conditions. Customer shall inform its customers that title to the Products is retained by CL until Customer has paid CL, and shall ensure that its customer has agreed with the Customer that any unpaid Products shall be returned to CL in the event of Customer's failure to pay CL's invoices when they fall due. The Customer shall upon CL's request provide CL with all details and information necessary for CL to collect the Products.

10. WARRANTIES AND LIABILITY

10.1 CL does not manufacture the Products (or where the Products comprise computer software does not publish or license the software) and subject to the conditions set out below in this Clause 10 CL only sells the Products with the benefit of the manufacturer's or publisher's or licensor's ("publisher's") warranty (as the case may be).

10.2

10.2.1 CL will accept liability for defective Products only to the extent that CL is entitled to make a claim under the manufacturer's or publisher's, Dead on Arrival, warranty or other defective goods terms and actually obtains from the manufacturer or publisher a refund credit repair or replacement in respect of the defective Products. Processing of these defective Products shall be made according to the manufacturer's procedure and the instructions set out in Clause 10.4 below. CL cannot and shall have no obligation to accept a return of and/or grant a credit for Product not compliant with the manufacturer's procedures.

10.2.2 CL shall be under no liability in respect of any defect arising from fair wear and tear wilful damage negligence abnormal working conditions failure to follow CL's or the manufacturer's or publisher's instructions (whether oral or in writing) misuse or alteration or repair of the Products without CL's approval

10.2.3 CL shall be under no liability under the above warranty if the total price of the Products has not been paid.

10.3 All warranties, conditions or other terms implied by common law or statute, or otherwise in connection with the sale or supply of goods or goods or services (save, in the case of goods, as to title) are excluded to the fullest extent permitted by law.

10.4 Any claim by the Customer which is based on a defect in the quality or condition of the Products shall be notified to CL's Customer Services Department. Upon notification of any such claim by the Customer CL shall either notify the Customer whether the policy of the manufacturer of the Products is to deal with the Customer direct (in which case the Customer shall deal with the manufacturer direct provided CL gives sufficient details to enable the Customer so to do) or shall provide the Customer with an RMA number (in which case the Customer shall return the Products to CL in their original UNMARKED packaging together with details of the RMA number and the Customer's name and address). If CL issues an RMA number to the Customer CL shall not send any replacement Products to the Customer until after the original Product has been returned to CL. This Clause 10.4 shall only apply to Products the Customer is entitled to return to CL as provided in these Conditions.

10.5 CL shall not be liable to the Customer for any economic or financial loss or damage (including without limit any loss of profits, loss of revenue, liabilities incurred by the Customer to third parties relating to Products delivered or Services rendered by CL, or additional expenses incurred or the cost of time spent) or any consequential, indirect, or special loss or damage costs expenses or other claims for consequential compensation whatsoever (including without limit loss of or damage to data or loss of goodwill) incurred or suffered by the Customer and in every case howsoever caused or arising (and whether caused by the negligence of CL its employees or agents or otherwise).

10.6 CL's liability for direct loss or damage arising from damage to tangible property for which CL is liable shall be limited to the VAT exclusive price of the relevant Product or Service in connection with which any claim for damage or loss is made.

10.7 Nothing in these Conditions shall in any way exclude or limit any liability CL may have for death or personal injury caused by its negligence.

10.8 CL shall not be liable to the Customer or be deemed to be in breach of any Contract by reason of any delay in performing or any failure to perform any of CL's obligation in relation to the Products or Services if the delay or failure was due to any cause beyond CL's reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond CL's reasonable control:-

10.8.1 Act of God explosion flood tempest fire or accident;

10.8.2 act of terrorism war or threat of war sabotage insurrection civil disturbance or requisition;

10.8.3 acts restrictions regulations bye-laws prohibitions or measures of any kind on the part of any governmental or parliamentary or local authority;

10.8.4 import or export regulations or embargoes;

10.8.5 strikes lock outs or other industrial actions or trade disputes (whether involving employees of CL or a third party);

10.8.6 difficulties of CL's supplier in obtaining raw materials labour fuel parts or machinery.

10.9 If Customer is selling Products or Services purchased from CL to a Consumer the Customer shall ensure the Consumer is given sufficient and appropriate information and descriptions as to the Product's or Services' fitness for the purpose for which the Products or Services are normally used and any particular purpose the Consumer has required or agreed with the Customer. Customer shall not remove or replace any labelling, user manuals, components or other material from the Product as supplied by the manufacturer or CL, and shall not in its advertising, marketing or labelling provide any public statements on the specific characteristics of the Products or Services on behalf of CL, the manufacturer or their representatives.

10.10 Customer accepts liability for the Products' conformity with the Customer's Consumer contract ('conformity' as defined by the EU Directive 1999/44/CE of May 25, 1999 and legislation implementing the Directive), and Customer shall not offer any warranties or representations to the Consumer as to the quality, fitness for purpose of the Products without the manufacturers' express consent. Customer agrees to hold harmless and indemnify CL and the manufacturers against any loss, costs, and damages caused by the Customer's acts or omissions, and non-compliance with the obligations set forth in Clause 10.9, Clause 10.10 and Clause 10.11. If Customer is held liable to the Consumer caused by a Product's lack of conformity resulting from an act or omission by the manufacturer or CL, or any other intermediary, Customer may by law or statute be entitled to pursue remedies against CL, the manufacturer or any other person liable in the contractual chain. Provided Customer is legally entitled to pursue such remedies and CL is held liable by a competent court of law, CL 's liability to Customer shall be limited to an amount corresponding to the Customer's original purchase price of the Product or Service giving rise to the claim by the Consumer.

10.11 Should the Product warranties offered by the manufacturers or CL under these Conditions be restricted compared to the guarantees the Consumer is entitled to under law, the Customer agrees to take sole responsibility towards the Consumer for the excess liability and waives any claim it may have against CL in respect of such excess.

10.12 The Products are subject to the intellectual property rights of CL's suppliers (i.e. the Product manufacturers). Customer is not authorised to alter, cover, or remove any reference to such intellectual property rights on the Products, and shall adhere to any guidelines and restrictions provided by CL's suppliers with respect to such rights. CL shall have no duty to defend, indemnify or hold Customer harmless from and against any or all claims brought against Customer or damages and costs incurred by Customer arising from the infringement of a third party's intellectual property rights, except to the extent CL's supplier is offering such defence or indemnification to CL on a pass through basis. Upon threat of claim or claim of infringement, CL may, at its option (i) procure the right to continue using any part of Product, (ii) replace the infringing Product with a non-infringing Product of similar performance, or (iii) refund to the Buyer the purchase price paid by the Buyer for the infringing Product. Notwithstanding any other terms or conditions to the contrary CL's liability for infringement of intellectual property rights under these Conditions shall not exceed the Customer's purchase price for the infringing Products.

11. RETURNS AND REPAIRS

11.1 Except for Special Order Products, which are expressly excluded from the terms of this Clause 11 and cannot be returned under any circumstances, if CL agrees to accept the return of any Products (other than for the purpose set out in Clause 10 above) or agrees to carry out repairs to other products which have not been purchased from CL or agrees to repair Products which are out of warranty the Customer shall not send the same to CL unless they are accompanied by an RMA number previously advised by CL's customer services department and a copy of the relevant sales invoice and are sent in their original packaging.

11.2 The Customer shall notify CL within 4 working days of any delivery discrepancies, other than for the purposes set out in Clause 10. If CL issues a returns number (RMA), Products must be returned to CL within 4 working days of the date thereof.

11.3 If CL has agreed to carry out repairs or to replace Products (or any parts thereof) other than for the purpose set out in Clause 10 above the Customer irrevocably authorises CL to carry out such repairs or provide such replacements as shall place the Products in proper working order.

11.4 CL shall accept no liability for any damage to or loss in transit of Products returned to CL whether under this Clause or under Clause 10 above unless CL collects the Products using its own carrier.

11.5 If CL has agreed to accept the return of Products, other than for the purposes set out in Clause 10 above or for the purpose of carrying out any other repair or replacement, the Products must be returned in their original packaging and in a clean resalable condition, and will be subject to a re-stocking fee at CL's discretion, failing which CL will refuse to accept the same and the Customer shall remain liable for the price thereof.
11.6 Details of CL's returns process and terms can be found on www.cableservelimited.co.uk  and Customer agrees to comply with this process and abide to the terms when returning any Product to CL.

12. INSOLVENCY OF CUSTOMER

12.1 If:-

12.1.1 the Customer makes any voluntary arrangements with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation otherwise than for the purposes of a solvent amalgamation or solvent reconstruction;

12.1.2 an encumbrancer takes possession or a receiver is appointed of any of the property or assets of the Customer; or

12.1.3 the Customer ceases or threatens to cease carrying on business; or

12.1.4 CL reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly; then upon the happening of any of the above, without prejudice to any other right or remedy available to CL, CL shall be entitled to cancel the Contract and/or suspend any further deliveries or services under the Contract without any liability to the Customer and if the Products have been delivered and not paid for then the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

13. EXPORT RESTRICTIONS

13.1 If Customer delivers the Products to its customer who may use the Products outside the United States or the European Union or EFTA countries, Customer acknowledges and shall advise its customer that some Products are controlled for export by the U.S. Department of Commerce or by EU/EFTA member state bodies and such Products may require authorization prior to export. Customer agrees that it will not export, re-export, or otherwise distribute Products, or direct products thereof, in violation of any export control laws or regulations of the United States or any EU/EFTA member state. Customer warrants that it will not export or re-export any Products with knowledge that they will be used in the design, development, production, or use of chemical, biological, nuclear, or ballistic weapons, or in a facility engaged in such activities, unless Customer has obtained prior approval from the U.S. Department of Commerce or any other competent government agency. Customer further warrants that it will not export or re-export, directly or indirectly, any Products to embargoed countries or sell Products to companies or individuals listed on the Denied Persons List published by the U.S. Department of Commerce.

13.2 These restrictions change from time to time. If the Customer has any questions regarding its obligations under USA export regulations the Customer should contact the Bureau of Export Administration, United States Department of Commerce, Office of Export Licensing, Washington DC, USA (202) 377 4811 or the local United States Consulate.

13.3 Upon request the Customer agrees to confirm in writing its intention to comply with applicable export and restricted user and uses regulations, by signing up to the terms in CL 's reseller application form.

14. CONFIGURATION AND OTHER SERVICES

14.1 If agreed in any particular case CL will provide configuration Services to Customer. Configuration Services will be at the price agreed at the time the order is accepted. The Customer shall be solely responsible for the accuracy of its order, the specification of the components and their configuration and for ensuring that the configured product specified is satisfactory for the purposes for which it is required including without limit that it has sufficient overall functionality, and will support, be compatible and inter-operable with any hardware, software or middleware with which it is intended to operate.

14.2 Configuration Services will have a warranty of 14 days from the date of shipment to the Customer. CL's sole liability (and the Customer's sole remedy against CL) in respect of any defective Services for which CL is responsible shall be the repair by CL or at CL's option replacement of the Product on which the Services have been performed. (If any alleged defect shall be attributable to defect in Product the provisions of Clause 10 shall apply). Claims in respect of defective Services must be made within 21 days of the date of delivery of the configured Product.

14.3 CL may offer other Services to Customer including direct fulfilment and billing, installation and support services, storage and consolidation, and other logistics services. Such Services will be provided under these Conditions in addition to specific terms agreed upon in writing with Customer.

15. MISCELLANEOUS

15.1 Customer is not allowed for any purpose whatsoever to use CL's logos and trade marks without CL's prior written approval from an Authorised Representative.

15.2 Customer agrees that CL may use Customer data, including any personal data, for the purpose of marketing and sales of Products, and Customer agrees to CL's collection, storage and use of such data for this purpose. Personal data will not be shared with third parties without the Customer's consent. Customer agrees to receive Product information and promotions and other communications from CL by e-mail and other communication tools.

15.3 Every effort has been made to ensure the accuracy of all information contained herein. Cableserve Limited makes no warranty expressed or implied with respect to accuracy of the information, including price, product editorials or product specifications. Cableserve Limited or its suppliers shall not be liable for incidental, consequential or special damages arising from, or as a result of, any electronic transmission or the accuracy of the information contained herin, even if Cableserve Limmited has been advised of the possibility of such damages. Product and manufacturer names are used only for the purpose of identification.

16. GENERAL

16.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving notice.

16.2 No waiver by CL of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.

16.3 If any provision of these Conditions is held by any authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be affected thereby.

16.4 The Contract shall be governed by the laws of England and the Customer submits to the exclusive jurisdiction of the English Courts.
 

TERMS AND CONDITIONS OF WEBSITE

1. By placing purchase orders using this web site and CL's electronic commerce offerings (the "Program") you, the Customer, accept to be bound by these terms and conditions ("Terms"). Upon acceptance of the Terms, CL will entitle the Customer to submit electronic orders.

2. Accordingly Customer agrees that CL is entitled to rely absolutely on any orders placed on it which have utilized Customer's Identification and to deliver as directed by such orders and invoice and be paid in respect of such orders.

3. Customer agrees that any purchase order placed via the Program or other electronic means mentioning or utilizing Customer's Identification is a valid and binding purchase order and, for the avoidance of doubt, the equivalent of a signed purchase order.

4. Customer acknowledges that CL cannot guarantee the security of the Internet and the possibility of interception or corruption of data transmitted from Customer to Cableserve using correct Customer Identification exists and that Cableserve is nonetheless entitled to rely on data transmitted in the form it is received at Cableserve.

5. CL may at any time modify the present Terms.

6. CL reserves the right to accept or decline any purchase order submitted via the Program.

7. In case the Customer wants to keep a record of any purchase order placed via the Program, the order confirmation screen must be printed by the Customer as otherwise an CL invoice may be the only documentation provided by CL for purchase and payment of CL's products and services ordered via the Program.

8. CL's Terms and Conditions of Sale set forth shall apply to all orders placed via the Program, unless CL and Customer have entered into any other agreement regarding the purchase or license of the CL products being purchased ("Purchase Agreement"), in which case the terms and conditions of such Purchase Agreement shall govern the purchase and license of CL products ordered via the Program.

9. The parties agree that CL shall not be liable for any incidental, consequential or special damages arising from, or as a result of, the electronic transmission of orders or other information even if CL has been advised of the possibility of such damages.

10. Customer hereby waives any future challenge to the validity and enforceability of any order submitted via the Program on the grounds that it was electronically transmitted and authorized.

11. Customer is responsible for all costs and charges, including without limitation, phone charges and telecommunications equipment, incurred in order to use the Program.

12. The validity, interpretation, and performance of these Terms shall be controlled by and construed under the laws of the country where CL accepts the order, and Customer accept the exclusive jurisdiction of the courts of that country, provided that CL shall at all times have the right to commence proceedings against Customer in any other court of appropriate jurisdiction for collection of its outstanding invoices to the Customer.