Milestone Terms and Conditions of Sale

1. General

All orders are accepted and goods supplied subject to the following express terms and conditions (the “Company’s standard conditions of sale”) and, save to the extent that the exclusion or restrictions of liability may be prohibited by statue, all other conditions, warranties and representations, expressed or implied and statutory or otherwise, except as to the title, are hereby excluded. Any order placed by a customer shall constitute an offer to contract upon these express terms and conditions and no addition thereof or variation therefrom, whether contained in the customer’s order or otherwise, shall apply unless expressly agreed in writing by the Company’s authorised representative.

2. Definitions

“The Company” means Milestone.

“The Customer” means the person to whom the Company may agree to sell goods in accordance with the Company’s standard conditions of sale.

“The Goods” means the articles or things or any of them or any part or parts of them supplied or to be supplied by the Company to the customer under and in accordance with the Company’s standard conditions of sale.

“The Manufacturer” means the person or persons by whom the Goods were manufactured or produced.

“The Supplier” means the Manufacturer or (as the case may require) the person or persons by whom the Goods were supplied to the Company.

3. Orders

All orders are subject to availability of goods and to written acceptance by the Company’s authorised representative. And prior confirmation by the Company by telex, telephone or otherwise shall be deemed to be provisional only.

4. Prices

a) Catalogues, price lists and other advertising literature or material as used by the Company are intended to provide an indication only as to price and range of goods offered and no process, descriptions or other particulars contained therein shall be binding to the Company.

b) All quoted or listed prices are based on the cost to the Company of supplying the Goods to the customer and if, before delivery of the Goods, there occurs any increase in any way in such costs in respect of Goods which have not yet been delivered the price payable shall, at the Company’s discretion, be subject to amendment without notice.

5. Manufacturer’s Specification

The Company will not be liable for or in respect of any loss or damage caused by, or resulting from any variation (for whatever reason) in the Manufacturer’s specifications or technical data and will not be responsible for any loss or damage resulting from curtailment or cessation of supply following such variation. The Company will endeavour to advise the customer of any such impending variation as soon as it receives notice thereof from the Manufacturer.

6. Software products

It is the practice of Manufacturers and/or Supplier of Goods consisting of or including computer software products or copies thereof (“proprietary software”) to retain title to any copyright or other intellectual property rights therein (“the rights”). The Company only transfers to the Customer such title in the Goods as the Company may have and, save as herein provided for, no warranty is given in respect of the exercise by any third party of such rights against the customer. Subject to any express license in writing entered into by the customer with the Company or with the owner of such rights, the limits of the right or interest in any such proprietary software which the customer shall receive shall be such right of license to use or enjoy such proprietary software as may be permitted or conferred by the Company or, other, by the owner of the rights, and which is either manifest from the proprietary software concerned (or any document attached to or accompanying such proprietary software) or which has otherwise been notified by the Company to the customer in writing.

7. Carriage and delivery

Unless otherwise specifically agreed, prices do not include delivery charges to the customer and the Company reserves the right to levy a charge for delivery to any destination advised by the customer.

8. Passing of risk and property

a. Risk in the Goods shall pass to the customer on delivery

b. Property in the Goods shall remain in the Company until payment in full thereof has been made by the customer

c. If payment in full is not made in accordance with the Company’s standard conditions of sale the Company may require the customer to return the Goods forthwith and, if the requirement is not immediately complied with, the Company shall be entitled at any time and without notice to retake possession of the whole or any part of the Goods (and for that purpose to enter the premises occupied by the customer and sever the Goods from anything they are attached to, without being responsible for any damage thereby caused), without prejudice to any other remedy that may be available to the Company.

9. Defects and use

Save as herein expressly provided, ad save to the extent that the exclusion or restriction of liability may be prohibited by statute the Company shall not be liable for any loss of whatsoever nature or to whomsoever or whatsoever caused arising out of the use of the Goods. The customer shall indemnify the Company against the Company by any third party in respect thereof. Unless otherwise agreed:

a. Where the Goods are rejected by the customer as not being in accordance with the customer’s order, the Company will only accept the return of such Goods provided that:

i. it receives written notice thereof, giving detailed reasons for rejection, within 14 days of receipt of the Goods by the customer and if such notice is not received by the Company within the said period of 14 days the Goods shall be deemed to have been accepted by the customer; and

ii. the Return Procedure set out in Clause 16 of the Company’s standard conditions of sale is followed.

The Company will not consider any claim for compensation, indemnity, or refund until liability (if any) has been established or agreed with the Manufacturer and /or the Supplier and, where applicable, any relevant insurance company and under no circumstances shall the invoiced costs of the Goods be deducted or set off by the customer until the Company has passed a corresponding credit note; and

b. In the case of defects or faulty workmanship in the Goods or any part thereof, the customer shall not be entitled to receive any compensation, credit or refund in excess of that received by the Company under any guarantee or warranty given to it by the Manufacturer and/or the Supplier.

10. Payment

Save as herein expressly provided, unless otherwise specifically negotiated and agreed, all accounts are:

a. Payable cash on delivery or against proforma invoice, and

b. Payable net not later than the 15th day of the calendar month following the date of the invoice.

Late payment shall be subject to late charge of 1.5% per month beginning on the thirty first day after the date of the invoice.

11. Despatch

Any times quoted for despatch are to be treated as estimates only and without prejudice, although every endeavour will be made by the Company to adhere to them. Quotations or offers of goods ex. Stock are subject to the Goods being unsold at the time of the receipt of the customer’s written order. All despatch dates are calculated from the date of acceptance of the customer’s written order or from the date when all outstanding technical details have been resolved, whichever is later

12. Customer default and cancellations and re-scheduling of deliveries.

a. If the customer shall make default in, or commit any breach of, any of its obligations to the Company or if the customer, being an individual (or when the customer is a firm, a partner in that firm), shall at any time become bankrupt or shall have a receiving order or administration order made against him or shall make any composition or arrangement with, or for the benefit of, his creditors or shall purport to do so, or, if in Scotland, he shall be made insolvent or bankrupt or any application shall be made under any bankruptcy or analogous enactment for the time being in force for sequestration of its estate or a Trust Deed shall be granted by him on behalf of his creditors or the customer, being an incorporated body, any resolution or petition to wind up its business shall be passed or presented, otherwise than for the purposes of a scheme for reconstruction or amalgamation (previously approved by the Company), or if a liquidator or receiver or manager of each corporate body or its undertaking, property or assets (or any part thereof) shall be appointed or if the customer shall be insolvent or shall be unable, or shall admit its inability, to meet its commitments promptly as and when due, the Company shall have the right (without prejudice to any further or other claims or rights which the Company might have) forthwith to cancel any uncompleted order tor to cancel or suspend delivery and, notwithstanding any other provisions of the Company’s standard conditions of sale, payments for any delivery already made shall immediately become due.

b. Requests by a customer for cancellation of any order or for re-scheduling of deliveries will only be considered by the Company of made in writing, and shall be subject to the written acceptance of the Company in accordance with sub-clause 12(a) as aforesaid, or if cancelled or re-scheduled at the request of the customer as aforesaid then the customer shall indemnify the Company against all loss, costs (including costs of labour and materials used and overheads incurred), damages, charges, and expenses arising out of the order and cancellation or re-scheduling thereof.

c. Force Majeure

The Company shall not be liable for the cancellation by it of any order or any unfulfilled part thereof or for effecting partial delivery or performance if performance by the Company is prevented or delayed, whether directly or indirectly, by any cause whatsoever beyond the reasonable control of the Company, whether such cause existed or was foreseeable at the date of acceptance of the customer’s order by the Company or not and, without prejudice the generality of the foregoing, any cause shall be deemed to prevent hinder or delay the Company if the Company is thereby prevented, hindered or delayed from fulfilling other commitments, whether to the customer or to third parties.

d. Non-standard goods

Unless otherwise agreed the Goods are supplied in accordance with Manufacturer’s and/or Supplier’s standard specifications. The Company reserves the right to increase its quoted or listed price or to change accordingly in respect of any orders accepted for products of non-standard specification and in no circumstances will it consider cancellation of such orders or the return of the Goods.

e. Split Deliveries

Unless otherwise quoted or listed, prices are calculated on the basis of one delivery. Specific requests for more than one delivery shall be subject to agreement by the company and the Company reserves the right to levy additional charges therefore. Where the company agrees to make delivery by instalments, every instalment shall be deemed to be the subject matter of a separate contract. If the customer requests and the Company agrees to a deferred delivery the Company reserves the right to raise a stockholding charge if specific stocks have been purchased by the Company against the customer’s order.

f. Returns procedure

Where the customer desires, at any time and for any reason, to return any Goods to the Company the following procedure for return shall be complied with by the customer (no return or purported return of Goods to the Company by the customer being effective for any purpose unless such procedure is complied with by the customer):

i. The customer shall, prior to despatching or returning any Goods, notify the Company by letter, telex or telephone of its desire to return the Goods concerned and the reason therefor;

ii. Prior to any return of Goods, the customer shall obtain from the Company a designated return label with label will contain an identification number and shall be affixed by the customer to the Goods (or their packaging) when return to the Company.

c. The foregoing procedure being designated solely for administrative convenience, the issuance by the Company of any return label shall not be taken as an admission of fault and/or liability on any account whatsoever on the part of the Company in relation to any Goods the subject of such return and shall not in any way prejudice or impair any rights which the Company may have under the terms of any applicable contractual arrangements.

g. US Government requirements

The customer is advised that the Goods may be subject to US. Government export regulations. Where these apply, it is the customer’s sole responsibility to obtain authorisation from the US. Government before re-exporting the Goods from the country of purchase.

h. Severability

If and to the extent that any provision or any part of a provision of the Company’s standard conditions of sale is illegal, void or unenforceable for any reason, then such provision or part thereof (as the case may be) shall be deemed to be severable from the remaining provisions or parts of the relevant provisions (as the case may be) all of which remaining provisions shall remain in full force and effect.