1.  ACCEPTANCE OF ORDERS

1.1 ALL Orders placed by the Buyer are subject to these Terms and Conditions which are complete and exhaustive and override any other terms, conditions and provisions referring to the Goods and/or Services. Any conflicting terms in documents passing between Tek and the Buyer will have no legal effect.  The Buyer acknowledges that it has not relied upon any representation in placing any order and in entering into any contract with Tek save for any representation expressly set out in these Terms and Conditions.  These Terms and Conditions are not capable of being varied, supplemented, qualified or interpreted by reference to any prior course of dealings Supplemented, qualified or interpreted by reference to any prior course of dealings between the parties.

1.2 No contract for sale shall be deemed to have been concluded until Tek has issued an invoice in respect of an Order received (“the invoice”) or despatched the Goods, whichever is the earlier, or in the case of provision of services until Tek has commenced the provision of service.

1.3 In the event of inconsistency between the Order and the invoice, the invoice shall be conclusive evidence as to the type and quantities of Goods supplied and/or Services provided.

1.4 communication between the parties including without limitation statements, notices, invoices, and orders can be effected by post, courier, facsimile, electronic data interchange or other electronic means and shall be deemed to have been received on the 3^rd day after despatch if sent by post or courier and immediately after despatch if sent by facsimile or electronic means.

2. THE PRICE

2.1 Subject to clause 2.2 below, the price of the Goods and the price of services shall be as stated in their respective current price lists as published by Tek from time to time.

Prices are subject to alteration to those ruling at the date of despatch of the Goods

2.2 Prices are subject to alteration to those ruling at the date of despatch of the Goods or in the case of Services the data of commencement of provision of Services unless otherwise agreed in writing.  The buyer shall be notified of any changes in price as soon as possible.  Where such change exceeds 2% of the price of the Goods and/or Services,

 The Buyer shall have the right to cancel the Order provided that such cancellation is received by Tek within 7 days from the date of notification.

2.3 Where the price of goods is stated by Tek to exclude delivery it shall exclude Tek’s costs of packaging, insurance and delivery of the Goods to the Buyer.  Unless or taxes but are exclusive of value added or other relevant sales tax, which shall be for the buyers account.  The costs of any special packaging or transport arrangements shall be for the account of the Buyer and the Buyer must make its own insurance arrangements in respect of such special requirements.

3. PAYMENT

3.1 The Buyer must ensure Tek receives payment in full for the Goods and/or Services on or before the last working day (being Monday to Saturday excluding bank Holidays in England) of the calendar month (i.e. January, February etc) in which Tek issues its invoice, unless otherwise agreed.

3.2 If payment is not received in full when due, the Buyer may be required to pay interest on the unpaid amount at a rate per annum which is two percent above the Yorkshire Bank Plc Base Lending Rate at the time payment is due (or, as prescribed by stature, whichever is the higher ) compounded with three monthly rests. Entitlement to interest will not preclude Tek from pursuing all available remedies for breach of contract.

3.3 The time for performance of the Buyer’s obligations (whether as to payment or otherwise) shall be of the essence of these Terms and Conditions so that failure to perform shall entitle Tek at its option to treat the relevant contract as repudiated by the Buyer or to delay delivery of the goods or suspend the provision of Services until Tek is Satisfied that the failure has been corrected.

3.4 The Buyer shall make all payments hereunder free and clear of and without deduction for any set-off or counterclaim.

3.5 Without prejudice to the generality of clause 3.1 Tek reserves the right at its discretion to require payment, or such security for payment as Tek may see fit prior to delivery of the Goods or the provision of services.

4.  PROPERTY AND RISK

4.1 Risk of damage to or loss of the Goods shall pass to the buyer: (i) in the case of Goods to be delivered at Tek’s premises, at the time as notified by Tek to the Buyer that the goods are available for collection; or (ii) in the case of Goods to be delivered otherwise than at Tek’s premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when Tek has tendered delivery of the Goods.

4.2 Title to the Goods shall remain in Tek until full payment of all monies due from the Buyer to Tek has been received in cash or cleared funds, or title is properly vested in some other person by the operation of law.  Until the title passes, the Buyer shall keep the Goods free from any charge, lien or other encumbrance and store the Goods in such a Way that they are easily identifiable as belonging to Tek.

4.3 Notwithstanding that title to the Goods has not passed to the Buyer, the Buyer (acting on its own account and not as an agent of Tek) may resell any Goods in its possession in the ordinary course of its business.  The portion of the proceeds of any such re-sale representing the sum due from the Buyer to Tek (“the resale proceeds”) shall belong to Tek until the Buyer has made full payment for the Goods, and until such time the resale proceeds shall be held by the Buyer in a fiduciary capacity on behalf of Tek and shall be kept in a separate account without prejudice to Tek’s rights to trace the same if the Buyer fails to keep such proceeds separate as aforesaid.

4.4 Tek may while the owner of the Goods (and without prejudice to any other right it May have hereunder or at law) demand the immediate return of the Goods at any time and the Buyer shall forthwith comply with such demand and bear the expenses for such return.

4.5 If the Buyer fails forthwith to return the Goods so demanded by Tek, the Buyer shall permit Tek or its successors entitled to the Goods and their respective employees and agents to enter unto any premises during normal business hours for the purpose of removing the Goods (the cost of doing which shall be borne by the Buyer) and may sell or otherwise deal with the Goods.

4.6 Goods returned to Tek that are not faulty will be subject to a 25% restocking charge which is normally deducted from any credit due.

5. DELIVERY

5.1 Time of delivery of Goods and/or performance of Services shall not be of the essence. Whilst reasonable efforts will be made to adhere to the agreed dates such dates are estimates only and Tek shall not be liable for any losses, costs, damages or expenses suffered by the Buyer or any other person or company howsoever arising, whether directly or indirectly, out of any failure to meet any estimated date.

5.2 Tek shall be under no obligation to deliver Goods and/or provide Services to the Buyer: (i) if the monies payable in respect of those Goods and/or Services together with other monies due by the Buyer to Tek under any other contracts would in total exceed the credit limit set by Tek for the Buyer from time to time, or (ii) in the circumstances envisaged in clause 4.5 above.

5.3 Tek reserves the right to deliver by instalments and to treat each instalment as a separate contract.

6.  CONDITION OF GOODS

6.1 The Buyer shall be entitled to make a claim as to the condition of the Goods, which shall be conditional upon: (i) the giving of a written notice of any defect by the Buyer to Tek within 14 days from the date of discovery of the same; and (ii) the Goods having been properly stored and used prior to the discovery of the defect; and (iii) the Goods not having been subject to any abnormal or improper use or modification; and (iv) the Goods having been returned at Tek’s request and Buyers cost for inspection in its original packaging at such address as Tek may indicate.

6.2 Tek shall have no liability to the Buyer if; (i) a defect in Goods is a result of fair wear And tear, wilful damage, neglect, abnormal working conditions, failure to follow Tek’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without Tek’s approval; or (ii) the total price for the Goods has not been paid by the due date for payment.

6.3 Any requests to return Goods must be made to Tek in writing, which may in its sole discretion allow or refuse it.  If a request is allowed an authorisation notice shall be issued to the Buyer.  No Goods will be accepted for return without a valid authorisation notice.  All items to be returned must be securely packed together with all documents and accessories in the original packaging.

6.4 To the extent that any Goods are covered by any service policy of Tek which is in force at the time of delivery of the relevant Goods, Tek and the Buyer will act in accordance with the service policy to the extent applicable.

7.  LIABILITY

7.1 Tek shall be liable for loss or damage incurred by the Buyer as a result of defective Goods and/or Services provided by Tek pursuant to these Terms & Conditions to the extent that such loss or damage arises in consequence of the default or the negligence of or a misrepresentation by Tek, except as provided below.

7.2 Subject to the provisions of clause 7.4, Tek shall not be liable to the Buyer whether in negligence, breach of contract, misrepresentation, or otherwise in respect of: (i) loss or damage incurred by the Buyer as a result of third party claims; (ii) indirect or consequential Damage suffered by the Buyer, including without limitation, loss of profit, goodwill, business opportunity or anticipated saving.

7.3 The entire liability of Tek under, or in connection with, these Terms and Conditions, whether in negligence, breach of contract, misrepresentation, or otherwise, is limited, in respect of each event or series of connected events, to damages which shall not exceed, in the case of contracts relating to: (i) the sale of Goods, the amount representing the price of the Goods (excluding VAT) invoiced to the Buyer; (ii) the supply of Services, the amount paid by the Buyer in respect of those Services provided that such amounts shall not exceed the sums recoverable under any relevant policies of insurance which Tek may have at the time a claim is made by the Buyer.

7.4 Nothing in these Terms and Conditions shall operate to exclude or restrict Tek’s liability for: (i) death or personal injury; (ii) breach of obligations arising from section 12 of the Sale of Goods Act 1979; (iii) fraud.

7.5 The invalidity, illegality or unenforceability of the provisions of this clause 7 shall not affect or impair the continuance in force of the remainder of this clause.

8.  INTELLECTUAL PROPERTY

8.1 Any and all copyright in the software supplied with the Goods shall remain the property of Tek or its licensors (as appropriate).

8.2 All copies of software supplied to end users are and must be supplied under the terms of the applicable end user licence.

9.  NO WAIVER

Tek’s failure to insist upon strict performance of any provision of these Terms and Conditions shall not be deemed to be a waiver of its rights or remedies or a waiver by it of any subsequent default by the Buyer in the performance of or compliance with any of the provisions of these Terms and Conditions.

10. ASSIGNMENT

Unless otherwise agreed in writing by Tek the Buyer may not assign either the benefit or the burden of any contract with Tek.  Tek may delegate its performance under a contract and may assign any of its rights or benefits hereunder.

11.  RELATIONSHIP OF THE PARTIES

Under these Terms and Conditions both Tek and the Buyer are independent contractors and acknowledge that neither of them is an agent or partner of the other for any purposes or has authority to act. Or hold itself out as acting, on behalf of the other.

12.  FORCE MAJEURE

12.1 Tek shall not be under any liability whatsoever for non-performance in whole or in part of its obligation under any contract with the Buyer, which is a result (whether directly or indirectly) of any strike, lock out, fire, flood, inability to obtain materials, breakdown, delay of supplier or carrier, government act and/or regulation or any cause beyond its control (*events of force majeure*).

12.2 Tek reserves the right to supply alternative goods if the Goods ordered cannot reasonably be obtained because of the events of force majeure but the Buyer within ten days of receipt of notice that alternative goods are being supplied may cancel the Order by notice in writing to Tek.  If no such cancellation is received the Buyer will be obliged to accept the alternative goods.

12.3 If the events of force majeure persist beyond a period of 6 months, the Buyer shall be entitled to cancel the Order by giving a written notice to Tek within ten days after the expiry of the 6 months period.

13. GOVERNING LAW

These Terms and Conditions and all contracts subject to these Terms and Conditions shall in all respects be governed by English law and the parties shall submit to the non-exclusive jurisdiction of the English courts.