Terms & Conditions

1. Interpretation

1.1 In these Conditions:
"ACKNOWLEDGEMENT OF ORDER" shall mean the document by which
the Seller's authorised representative accepts the Order.
"BUYER" shall mean the purchaser of the Goods from the Seller.
"CONDITIONS" means the terms and conditions of sale set out herein and
includes any special terms and conditions included in the
Acknowledgement of Order.
"CONTRACT" shall mean the contract for the sale and purchase of the
Goods made pursuant to these Conditions.
"GOODS" shall mean the goods which the Seller has agreed to supply to
the Buyer pursuant to these Conditions.
"LOSS" shall mean all actions, claims, demands, losses (direct, indirect,
consequential or otherwise), expenses, costs, actions and proceedings.
"ORDER" shall mean the Buyer's order for Goods.
"SELLER" shall mean HellermanTyton Data Ltd., a company registered in
England and Wales under company number 2412201.
"SPECIFICATION" shall mean the description of the Goods set out in the
Acknowledgement of Order.

1.2 Any reference in these Conditions to any provision of a statute shall
be construed as a reference to that provision as amended, re-enacted or
extended at the relevant time.

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

2. Basis of Sale

2.1 These Conditions shall be incorporated into each Contract and shall
prevail and be effective notwithstanding any variations or additions whether
contained or referred to in the Order, or other document submitted by the
Buyer or in correspondence or elsewhere, or implied by trade, custom,
practice or course of dealing, and shall supersede all other and any prior
promises, representations or undertakings.

2.2 No variation to these Conditions shall be binding unless agreed in
writing by an authorised representative of the Seller.

3. Orders and Specifications

3.1 Each Order shall be deemed to be an offer by the Buyer to purchase
Goods subject to these conditions.

3.2 No Order submitted by the Buyer shall be deemed to be accepted by
the Seller unless and until confirmed by an Acknowledgement of Order.

3.3 The Buyer shall be responsible to the Seller for ensuring the accuracy
of the terms of any Order (including any applicable specification) submitted
by the Buyer and for giving the Seller any necessary information relating to
the Goods within a sufficient time to enable the Seller to perform the
Contract in accordance with its terms.

3.4 If the Goods are to be manufactured by the Seller in accordance with
a specification or instructions submitted by the Buyer:

3.4.1 the Buyer shall indemnify the Seller against all Loss suffered by the
Seller in connection with any claim by a third party that the manufacture
and/or supply of the Goods to such specification or instructions infringes
the rights of any third party; and

3.4.2 the Buyer shall be responsible for supplying reliable and accurate
information to the Seller (including, without limitation, drawings, plans and
designs) to enable the Seller to manufacture the Goods.

3.5 The Seller reserves the right to make any changes in the Specification
of the Goods which are required to conform with any applicable UK safety
or other statutory requirements and/or where such changes do not
materially affect the quality or performance of the Goods.

3.6 No Order which has been accepted by the Seller may be cancelled
by the Buyer except with the agreement in writing of the Seller and on terms
that the Buyer shall indemnity the Seller in full against all Loss incurred by
the Seller as a result of cancellation.

4. Price of the Goods

4.1 Any Price quoted or accepted is exclusive of VAT (which will, where
applicable, be charged at the current rate) and of any other duties and taxes
which may be payable in respect of the Goods which will be paid by the
Buyer. The price shall be the price quoted in the Acknowledgement of
Order. The Seller reserves the right by giving notice to the Buyer at any time
before delivery to increase the price to reflect any increase in the cost to the
Seller which is due to any factor beyond the control of the Seller (such as
without limitation any foreign exchange fluctuation, currency regulation,
alteration of duties, significant increase in the costs of labour materials, or
other costs of manufacture), any change in delivery dates, quantities or
specifications for the Goods which is requested by the Buyer or any delay
caused by any instructions of the Buyer or failure of the Buyer to give the
Seller adequate information or instructions.

4.2 Except as otherwise stated in an Acknowledgement of Order all
prices are given by the Seller for delivery as defined in clause 6.1. Where
the Seller agrees to deliver the Goods otherwise than as defined in clause
6.1 the Buyer shall be liable to pay the Seller's charges for transport
packaging and insurance where requested.

5. Terms of payment

5.1 Subject to any special terms agreed in writing between the Buyer and
the Seller, the Seller shall be entitled to invoice the Buyer for the price of the
Goods on or at any time after delivery of the Goods. If the Goods are to be
collected by the Buyer or the Buyer wrongfully fails to take delivery of the
Goods, the Seller shall be entitled to invoice the Buyer for the price at any
time after the Seller has notified the Buyer that the Goods are ready for
collection or (as the case may be) the Seller has tendered delivery of the
Goods.

5.2 The Buyer shall pay the price without deduction within 30 days of the
date of the Seller's invoice notwithstanding that delivery may not have taken
place and the property in the Goods has not passed to the Buyer. The time
of payment of the price shall be of the essence of the Contract. Receipts for
payment will be issued only upon request.

5.3 If the Buyer fails to make any payment in accordance with clause 5.2
then without prejudice to any other right or remedy available to the Seller
the Seller shall be entitled to:

5.3.1 cancel the Contract or suspend any further deliveries to the Buyer;

5.3.2 appropriate any payment made by the Buyer to such of the Goods (or
the goods supplied under any other contract between the Buyer and the
Seller) as the Seller may think fit (notwithstanding any purported
appropriation by the Buyer);

5.3.3 charge the Buyer interest on the amount unpaid at the rate of 3
percent per annum above Royal Bank of Scotland 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); and

5.4 Except where insolvency laws provided otherwise the Buyer shall not
be entitled to withhold or set off payment for Goods for any reason
whatsoever. All Goods for which payment has not been made in
accordance with clause 5.2 and which are held by the Seller at its premises
are so hold at the Buyer's risk.

6. Delivery

6.1 Except as otherwise stated in an Acknowledgement of Order delivery
shall take place when the Seller places the Goods at the disposal of the
Buyer at the Seller's premises.

6.2 Any delivery date is approximate only. The Seller shall not be liable for
any Loss arising from failure to deliver the Goods on the delivery date
howsoever caused. Time for delivery shall not be of the essence unless
previously agreed by the Seller in writing. The Goods may be delivered by
the Seller in advance of the quoted delivery date upon giving reasonable
notice to the Buyer.

6.3 Where the Goods are to be delivered in installments each delivery
shall constitute a separate contract and failure by the Seller to deliver any
one or more of the installments in accordance with these Conditions or any
claim by the Buyer in respect of any one or more installments shall not
entitle the Buyer to treat the Contract as a whole as repudiated.

6.4 If the Seller fails to deliver the Goods for any reason other than any
cause beyond the Seller's reasonable control or the Buyer's fault and the
Seller is accordingly liable to the Buyer the Seller's only liability shall be
limited to the excess (if any) of the cost to the Buyer (in the cheapest
available market) of purchasing similar goods to replace those not
delivered.

6.5 If the Buyer fails to take delivery on the delivery date then without
prejudice to any other right or remedy available to the Seller the Seller may:

6.5.1 store the Goods until actual delivery and charge the Buyer for the
costs (including insurance) of storage; or

6.5.2 treat the Contract as repudiated by the Buyer and without prejudice
to any other right it may have against the Buyer the Seller shall be entitled
to resell the Goods and be indemnified by the Buyer for any Loss which it
suffers.

7. Risk and Property

7.1 Risk of damage to or loss of the Goods shall pass to the Buyer on
delivery of the Goods.

7.2 Notwithstanding delivery and the passing of risk in the Goods or any
other provision of these Conditions the property in the Goods shall remain
with the Seller until the Seller has received in cash or cleared funds payment
in full of the price and any other monies due to the Seller in respect of the
Goods and all other goods agreed to be sold by the Seller to the Buyer for
which payment is then due under the Contract or any other contract
between the Seller and the Buyer (including without limitation costs of
delivery).

7.3 Until such time as the property in the Goods passes to the Buyer the
Buyer shall hold the goods as the Seller's fiduciary agent and bailee and
shall keep the Goods separate from those of the Buyer and third parties and
properly stored protected and insured and identified as the Seller's
property.

7.4 Until such time as the property in the Goods passes to the Buyer the
Buyer shall be entitled to resell or use the Goods in the ordinary course of
its business but shall account to the Seller for the proceeds of sale or
otherwise of the Goods whether tangible or intangible including insurance
proceeds and shall keep all such proceeds separate from any monies or
property of the Buyer and third parties and in the case of tangible proceeds
properly stored protected and insured.

7.5 If the Goods are prior to sale by the Buyer made up or incorporated
in or mixed with other goods, then if they remain separately identifiable the
Seller shall retain property and title thereof and if they do not remain
separately identifiable the Seller shall become a joint owner of the goods in
or which the Goods are incorporated or mixed in such proportion as the
value of the Goods bears to the value of the Goods in which the Goods are
so incorporated or mixed.

7.6 If the Buyer sells the Goods or the goods in which the Goods have
been incorporated or mixed the sale shall be on behalf of the Seller as the
joint owner thereof as the case may be and the proceeds of any such sale
for the Seller's share thereof it the sale is of jointly owned property shall be
held on trust for the Seller and in a separate identified account.

7.7 Until such time as the property in the Goods passes to the Buyer (and
provided the Goods are still in existence and have not been resold) the
Seller shall be entitled at any time to require the Buyer to deliver up the
Goods to the Seller and if the Buyer fails to do so forthwith to enter the
premises of the Buyer or any third party where the Goods are stored and
take possession of any Goods in which property remains in the Seller and
remove and dispose of them as the Seller thinks fit. The Seller shall apply
the proceeds of disposal (after deduction of all expenses) in discharge of
the amount unpaid by the Buyer.

7.8 The Buyer 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 Seller without the Seller's consent but if the Buyer does so
all moneys owing by the Buyer to the Seller shall (without prejudice to any
other right or remedy of the Seller) forthwith become due and payable.

8. Confidentiality and Proprietary

8.1 The Buyer agrees and undertakes that it will keep confidential and will
not disclose or use for any purpose (other than to perform its obligations
under the Contract) any confidential information. Any confidential
Information supplied to the Buyer by the Seller shall at all times remain the
property of the Seller. The Buyer shall not acquire any rights in the
confidential Information, which shall be returned to the Seller immediately
upon request.

8.2 Unless otherwise, agreed in writing all intellectual, property rights in
relation to the Goods including without limitation their method of
manufacture shall vest in the Seller and remain the property of the Seller
notwithstanding the purchase of the Goods by the Buyer and the Buyer
undertakes to do all acts and/or enter into such agreements or deeds as the
Seller shall require to vest any such intellectual property rights in the Seller.

8.3 Unless otherwise agreed in writing and notwithstanding that the
Buyer may have contributed towards the costs of such items all tooling (and
all intellectual property rights in relation to such tooling) produced or
acquired by the Seller in relation to the manufacture of the Goods shall be
and remain the property of the Seller.

9. Warranty

9.1 The Seller warrants that upon delivery the Goods accord with the
Specification and are free from defects in material and workmanship
developing out of normal use for a period of one year from the date of
delivery.

9.2 The Seller shall not be liable for any breach of warranty unless;
(a) the Buyer gives written notice of the defect to the Seller and (if the
defect is as a result of damage in transit) to the carrier, within 7 days of the
time when the Buyer discovers or ought to have discovered the defect; and
(b) the Seller is given a reasonable opportunity after receiving the notice
of examining such Goods and the Buyer (if asked to do so by the Seller)
returns such Goods to the Seller's place of business at the Sellers cost for
examination.

9.3 The Seller shall not be liable for a breach of warranty if:
(a) the Buyer makes any further use of such Goods after giving such
notice; or
(b) the defect arises because the Buyer failed to follow the Seller's oral or
written instructions as to the storage, installation, commissioning, use or
maintenance of the Goods or (if there are none) good trade practice; or
(c) the Buyer alters or repairs such Goods without the written consent of
the Seller.

9.4 Subject to conditions 9.2 and 9.3 if any of the Goods do not conform
with the warranty in condition 9.1 the Seller shall at its option repair or
replace such Goods (or the defective part) or refund the price of such
Goods at the pro rata Contract rate provided that, if the Seller so requests,
the Buyer shall, at the Seller's expense, return the Goods or the part of such
Goods which is defective to the Seller.

9.5 The Seller complies with condition 9.4 it shall have no further liability
whatsoever for warranty claims.

10. Limitation of liability

10.1 Subject to clause 9, the following provisions set out the entire
financial liability of the Seller (including any liability for the acts of omissions
of its employees, agents and sub-contractors) to the Buyer in respect of:
(a) any breach of these Conditions; and
(b) any representation, statement or tortious act or omission including
negligence arising under or in connection with the Contract.

10.2 All warranties, conditions and other terms implied by statute or
common law (save for the conditions implied by section 12 of the Sale of
Goods Act 1979) are, to the fullest extent permitted by law, excluded from
the Contract.

10.3 Nothing in these Conditions excludes or limits the liability of the Seller
for death or personal injury caused by the Seller's negligence or fraudulent
misrepresentation.

10.4 Subject to clauses 10.2 and 10.3:
(a) the Seller's total liability in contract, tort (including negligence or
breach of statutory duty), misrepresentation, restitution or otherwise, arising
in connection with the performance or contemplated performance of this
Contract shall be limited to all sums paid under the Contract; and
(b) the Seller shall not be liable to the Buyer for any indirect or
consequential loss or damage (whether for loss of profit, loss of business,
depletion of goodwill or otherwise), costs expenses or other claims for
consequential compensation whatsoever (howsoever caused) which arise
out of or in connection with the Contract

11. Insolvency of Buyer

11.1 In the event that:

11.1.1 the Buyer makes any voluntary arrangement 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 purpose of amalgamation or reconstruction);

11.1.2 an encumbrancer takes possession or a receiver or administrator is
appointed of any of the property or assets of the Buyer;

11.1.3 the Buyer ceases or threatens to cease to carry on business;

11.1.4 the Seller reasonable apprehends that any of the events mentioned
above is about to occur in relation to the Buyer and notifies the Buyer
accordingly, then without prejudice to any other right or remedy available to
the Seller the Seller shall be entitled to suspend further performance of the
Contract for such time as it shall in its absolute discretion see fit or treat the
Contract as wrongfully repudiated by the Buyer and forthwith terminate the
Contract (either with or without notice to the Buyer) without any liability to
the Buyer and if the Goods have been delivered but not paid for the price
shall become immediately due and payable notwithstanding any previous
agreement or arrangement to the contrary.

12. Force Majeure

The Seller shall be excused from the performance of any of its obligations if
and in so far as, and for so long as, such performance is delayed or
prevented by circumstances beyond its reasonable control including but
not limited to strikes, lock-outs or labour disputes of any kind (whether
relating to its own employees or others), fire, flood, explosion, natural
catastrophe, terrorism, military operations, blockade, sabotage, revolution,
riot, civil commotion, war or civil war.

13. Export Terms

The Buyer shall be responsible for complying with any legislation or
regulations governing the importation of the Goods into the country of
destination and for the payment of any duties thereon.

14. General

14.1 Any notice required or permitted to be given by either party to the
other under these Conditions shall be given in writing at its registered office
or principal place of business or such other address as may be notified for
such purpose to the party giving notice.

14.2 No waiver by the Seller of any breach of these Conditions shall be
considered as a waiver of any subsequent breach of the same or any other
provision.

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

14.4 A party who is not a party to the Contract shall have no right under
the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

14.5 The Conditions shall be governed by the laws of England and each
party submits to the non-exclusive jurisdiction of the English Courts.

14.6 These Conditions are binding on the Seller and its successors and
assignees and the Buyer and its successors and permitted assignees.