Terms and Conditions of Sale and Supply

Terms and Conditions of Sale and Supply

(1) Definitions:

i. “The Buyer” means the person(s), firm or company who buys or offers to buy the Products from Sabur Digital Ltd.

ii. “The Conditions” means the terms and conditions set out in this document and any special terms and conditions agreed in writing by Sabur Digital Ltd.

iii. “Delivery Date” means the date specified by Sabur Digital Ltd. on which the goods are to be delivered

iv. “The Products” means the goods which Sabur Digital Ltd. agrees to sell to the Buyer

v. “The Price” means the cost of the Products excluding VAT

(2) Terms and Conditions applicable:

i. The Conditions apply to all contracts for the sale of Products between the Buyer and Sabur Digital Ltd. to the exclusion of all other terms and conditions which shall include any terms and conditions which the Buyer may purport to apply under any purchase order confirmation of order or similar document

ii. Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by Sabur Digital Ltd.

iii. All orders shall be deemed to be an offer by the Buyer to purchase the Products from Sabur Digital Ltd. pursuant to the Conditions

iv. The contract shall be formed at the time of Sabur Digital Ltd. ’s acceptance of an order placed by the Buyer which shall be deemed to occur at the earlier of Sabur Digital Ltd. ’s written acceptance which shall include E-mail or delivery

v. No representation or warranty is made or given by Sabur Digital Ltd. except as stated herein

vi. No addition to the Products ordered can be undertaken unless agreed in writing and signed by an authorised representative of Sabur Digital Ltd.

vii. In the event of any breach of this contract by Sabur Digital Ltd. the remedies of the Buyer shall be limited to damages. Under no circumstances shall the liability of Sabur Digital Ltd. exceed the Price of the Products provided that nothing in this contract shall restrict or exclude liability for death or personal injury caused by the negligence of Sabur Digital Ltd.

viii. Sabur Digital Ltd. shall be under no liability whatsoever to the Buyer for any indirect loss and/or expense (including loss of profit) suffered by the Buyer arising out of a breach by Sabur Digital Ltd. of this contract

ix. Sabur Digital Ltd. may cancel this contract at any time before the Products are delivered by giving written notice to the Buyer. On giving such notice Sabur Digital Ltd. shall promptly repay to the Buyer any sums paid in respect of the Price. Sabur Digital Ltd. shall not be liable for any loss or damage whatsoever arising from such cancellation.

x. None of the provisions of this agreement are intended to or will operate to confer any benefit on a person who is not named as a party to the contract of sale.

(3) The Products

i. The Buyer shall take delivery of the Products tendered notwithstanding that the quantity so delivered shall be either greater or less than the quantity ordered provided that the quantity delivered is determined only by the manufacturer’s pack size.

ii. Sabur Digital Ltd. may from time to time make changes in the specification of the Products which are required to comply with any applicable safety or statutory requirements or which do not materially affect the quality or fitness for purpose of the Products

iii. Sabur Digital Ltd. shall make all reasonable effort to ensure the accuracy of the technical data and literature supplied with the Products but shall not be liable for any loss or damage directly or indirectly arising from any error or omission in such technical data and literature.

iv. The use and application of the Products lies outside the scope of Sabur Digital Ltd.’s control. The Buyer is fully responsible for carrying out its own tests to determine the suitability of the Products for its intended use.

(4) Delivery

i. The Products shall be delivered to the Buyer at Sabur Digital Ltd.’s address. The risk in the Products shall pass to the Buyer upon such delivery taking place.

ii. Sabur Digital Ltd. shall arrange for carriage of the Products to the Buyer’s nominated address and the carrier shall be deemed to be the Buyer’s agent. The Buyer shall pay any additional costs of carriage resulting from the Buyer’s inability or refusal to receive the Products.

iii. The Delivery Date is not of the essence of the contract and Sabur Digital Ltd. shall not be liable for any loss or damage whatsoever due to failure by Sabur Digital Ltd. to deliver the Products (or any of them) promptly or at all.

iv. Notwithstanding that Sabur Digital Ltd. may have delayed or failed to deliver the Products (or any of them) promptly the Buyer shall be bound to accept delivery and to pay for the Products in full provided that delivery shall be tendered at any time within 6 months of the Delivery Date

v. Sabur Digital Ltd. reserves the right to deliver the Products by separate instalments. Each such instalment shall be invoiced and paid for in accordance with the provisions in the contract of sale.

vi. The failure of Sabur Digital Ltd. to deliver one or more of the said instalments of the Products on the due date shall not entitle the Buyer to treat the contract of sale as repudiated

vii. The failure of the Buyer to pay for any one or more of the said instalments of the Products on the due dates shall entitle Sabur Digital Ltd (at the sole option of Sabur Digital Ltd.) without notice to suspend further deliveries of the Products pending payment by the Buyer

(5) Acceptance

i. The Buyer shall be deemed to have accepted the Products 4 working days after delivery to the Buyer

ii. Latent defects shall be deemed approved where such defects have not been reported to Sabur Digital Ltd. as soon as they are discovered by the Buyer and at the latest within 6 months after delivery. The Buyer must quote the date of the order, the invoice and dispatch numbers when notifying Sabur Digital Ltd. of any Products delivered which are not in accordance with the contract.

iii. After acceptance the Buyer shall not be entitled to reject the Products which are not in accordance with the contract

iv. If the Buyer properly rejects any of the Products which are not in accordance with the contract the Buyer shall nonetheless pay the full Price for such Products unless the Buyer promptly gives notice of rejection to Sabur Digital Ltd and at the Buyer’s cost returns such Products to Sabur Digital Ltd. subject to the provisions of clause 5.4 below, before the date when payment of the Price is due

v. Products returned without the prior written approval of Sabur Digital Ltd. may at Sabur Digital Ltd.’s absolute discretion be returned to the Buyer or stored at the Buyer’s cost without prejudice to any rights or remedies Sabur Digital Ltd. may have.

(6) Price and Payment

i. The Price of the Products shall be Sabur Digital Ltd.’s quoted price which shall be binding on Sabur Digital Ltd. provided that the Buyer places the order based on such quotation within 1 month of the date of such quotation. The Price is exclusive of VAT which shall be due at the rate ruling on the date of the VAT invoice.

ii. Sabur Digital Ltd may by giving notice to the Buyer at any time up to 7 days before but not including the date of delivery increase the Price of the Products to reflect any increase in the cost to Sabur Digital Ltd. which is due to factors occurring after the making of the contract which are beyond the reasonable control of Sabur Digital Ltd. (including , without limitation, foreign exchange fluctuations, taxes and duties and the cost of labour, materials and other manufacturing costs). Provided that the Buyer may cancel the contract within 4 working days of the date of any such notice from Sabur Digital Ltd. The Price is exclusive of VAT which is payable in addition at the rate ruling at the date of Sabur Digital Ltd.’s invoice.

iii. Payment of the Price and VAT is due on or before the date specified for such payment on Sabur Digital Ltd.’s invoice. Time for payment shall be of the essence.

iv. All guarantees given by Sabur Digital Ltd. shall be null and void where payment is received by Sabur Digital Ltd. after the due date.

v. Interest on overdue amounts will accrue at a daily rate on the amount overdue from the date when payment becomes due until the date of payment at the rate of 4% above Barclays Bank plc base rate from time to time in force and will accrue at such a rate after as well as before judgement.

vi. The Buyer may not withhold payment of any invoice or other amount due to Sabur Digital Ltd. by reason of any right of set-off or counterclaim which the Buyer may have or allege to have or for any reason whatever

vii. If the Buyer fails to make payment for the Products on the due date or commits any other breach of the contract or if any distress or execution shall be levied upon any of the Buyer’s goods or if the Buyer offers to make any arrangement with its creditors or commits an act of bankruptcy or if any petition in bankruptcy is presented against the Buyer or the Buyer is unable to pay its debts as they fall due or if being a limited company any resolution or petition to wind up the Buyer (other than for the purposes of amalgamation or reconstruction without insolvency) shall be passed or presented or if a receiver administrator administrative receiver or manager shall be appointed over the whole or any part of the Buyer’s business or assets or if the Buyer shall suffer any analogous proceedings under foreign law all sums outstanding in respect of the Products shall become payable immediately. Sabur Digital Ltd. may in its absolute discretion and without prejudice to any other rights which it may have:

a. suspend all future deliveries of Products to the Buyer and/or terminate the contract without liability upon its part;

b. and/or exercise any of its rights pursuant to Clause 7

(7) Title and Risk

i. The Products shall be at the Buyer’s risk as from delivery

ii. In spite of delivery having been made property in the Products shall not pass from Sabur Digital Ltd. until:

a. the Buyer shall have paid the Price plus VAT in full and

b. no other sums whatever shall be due from the Buyer to Sabur Digital Ltd.

iii. Until property in the Products passes to the Buyer in accordance with clause 7.1 the Buyer shall hold the Products and each of them on a fiduciary basis as bailee for Sabur Digital Ltd. The Buyer shall store the Products (at no cost to Sabur Digital Ltd.) in premises and under conditions suitable for such storage and being supervised and protected from loss damage theft fire or other perils. The Buyer shall store the Products separately from all other goods in its possession and marked in such a way that they are clearly identified as Sabur Digital Ltd.’s property.

iv. Notwithstanding that the Products (or any of them) remain the property of Sabur Digital Ltd. the Buyer may sell or use the Products in the ordinary course of the Buyer’s business at full market value for the account of Hybrid Services Ltd. Any such Sale or dealing shall be a sale or use of Sabur Digital Ltd.’s property by the Buyer on the Buyer’s own behalf and the Buyer shall deal as principal when making such sales or dealings. Until property in the Products passes from Sabur Digital Ltd. the entire proceeds of sale or otherwise of the Products shall be held in trust for Sabur Digital Ltd. and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as Sabur Digital Ltd.’s money.

v. Sabur Digital Ltd. shall be entitled to recover the Price (plus VAT) notwithstanding that the property in the Products has not passed from Sabur Digital Ltd.

vi. Until such time as property in the Products passes from Sabur Digital Ltd. the Buyer shall upon request deliver up such of the Products as have not ceased to be in existence or resold to Sabur Digital Ltd. If the Buyer fails to do so Sabur Digital Ltd. or its authorised agents may enter upon any premises owned occupied or controlled by the Buyer where the Products are situated and repossess the Products. On the making of such request the rights of the Buyer under clause 7.3 shall cease

vii. The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the Products which are the property of Sabur Digital Ltd. Without prejudice to the other rights of Sabur Digital Ltd., if the Buyer does so all sums whatsoever owing by the Buyer to Sabur Digital Ltd. shall forthwith become due and payable.

viii. If the Buyer is a registered company it shall promptly deliver the prescribed particulars of this contract to the Registrar in accordance with the Companies Act 1985 Part XII as amended. Without prejudice to the other rights of Sabur Digital Ltd., if the Buyer fails to do so all sums whatsoever owing by the Buyer to Sabur Digital Ltd. shall forthwith become due and payable.

(8) Warranties and Limit of Sabur Digital Ltd. ’s Liability

i. Subject to clause 3 above Sabur Digital Ltd. warrants that the Products will at the time of delivery correspond to the description given by Sabur Digital Ltd. All other warranties conditions and terms relating to fitness for purpose merchantability or condition of the Products and whether implied by Statute or common law or otherwise are excluded

ii. No right or licence is granted under the contract of sale to the Buyer under any patent, trade mark, copyright, registered design or other intellectual property right except the right to use the Products.

(9) Force Majeure

i. Neither party shall be liable for any default due to any act of God, war, strike, lockout, industrial action, fire, flood, drought, tempest or other event beyond the reasonable control of either party.

(10) Miscellaneous

ii. The Buyer shall provide Sabur Digital Ltd. with electricity, water and ink together with any materials and supplies normally used in conjunction with the Products, free of charge for the fixing and repair of Products at the Buyer’s premises.

iii. Any notice required to be served pursuant to any contract for the sale of Products between the Buyer and Sabur Digital Ltd. shall be in writing and served by first class post or by hand on Sabur Digital Ltd. at Unit 13 Longfield Court, Middlewoods Way, Carlton, Barnsley, S71 3GN or such other address as Sabur Digital Ltd. may from time to time notify to the Buyer and on the Buyer at the Buyer’s registered office or principal place of business Sabur Digital Ltd may licence or sub-contract all or any part of its rights and obligations under this contract without the Buyer’s consent

iv. All headings are for ease of reference only and shall not affect the construction of this contract

v. No waiver or forbearance by Sabur Digital Ltd. (whether express or implied) in enforcing any of its Any provision of this contract which is or may be void or unenforceable shall to the extent of such invalidity or unenforceability be deemed severable and shall not affect any other provision of this contract.

(11) Law and Jurisdiction

i. This Contract shall be governed by English Law and the Buyer consents to the exclusive jurisdiction of the English Courts in all matters

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