Conditions of Sale

AUDIO VISUAL MATERIAL - CONDITIONS OF SALE (2002 Edition)

1. Application of Conditions

1.1 These conditions shall govern the contract between you the buyer and Audio
Visual Material Limited (referred to in these conditions by the expressions
"we", "our" or "us") which agrees to sell you the goods, to the exclusion of any terms or conditions which you may purport to apply under any purchase order, confirmation of order, specification or other document.

1.2 No variation to these conditions or any representation about the goods shall have effect unless expressly agreed to in writing and signed by one of our duly authorised representatives.

1.3 Each order for goods shall be deemed to be an offer by you to purchase the goods subject to these conditions.

1.4 A contract shall not exist until we accept your order or (if earlier) we deliver the goods to you.

1.5 You are responsible for ensuring that the terms of your order and any applicable specification are complete and accurate.

2. Description

2.1 The description of the goods shall be as set out in our quotation or your order.

2.2 All drawings, descriptive matter, specifications and advertising issued by us, or contained in our catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the goods described in them. They shall not form part of the contract.

3. Delivery

3.1 Unless we agree otherwise in writing, delivery of the goods shall take place at our place of business.

3.2 Any date we specify for delivery of the goods is an estimate only and time of delivery shall not be made the essence of the contract.

3.3 Subject to the other provisions of these conditions, we shall not be liable for any loss (including loss of profit), or costs, caused by any delay in the delivery of the goods nor will any delay entitle you to terminate or rescind the contract.

3.4 The quantity of goods as recorded by us upon dispatch from our place of business shall be conclusive evidence of the quantity received by you on delivery unless you can provide conclusive evidence to the contrary.

3.5 We shall not be liable for any non-delivery of goods unless written notice is given to us within 3 working days of expected delivery.

3.6 Our liability for any non-delivery of goods shall be limited to delivering the non-delivered goods within a reasonable time or issuing a credit note at the pro-rata contract rate against any invoice we have raised for such goods.

4 Returns Policy

4.1 Unless faulty or damaged on arrival, goods purchased on special order may not be returned under any circumstances.

4.2 If faulty or damaged goods are reported to us within 24 hours of delivery, we will arrange collection and full refund of the invoice value upon their return to us.

4.3 Except for 4.1 and 4.2 above, (subject to a restocking fee of 20% of the invoice value of the goods and only with our express permission), you may return goods at your own expense within 10 working days of the date of delivery, provided that they are in the same condition as when delivered, unused in the original packaging, unopened and unmarked.

5. Price

5.1 Unless we agree otherwise in writing the price for the goods shall be the price set out in our price list in force at the date of delivery.

5.2 The price for the goods shall be exclusive of any value added tax and all costs or charges in relation to loading, unloading, carriage and insurance which you will pay in addition.

6. Payment

6.1 Payment of the price of the goods is due with order if you do not have a credit account with us and within 30 days of the date of our invoice where you have credit account. Time of payment is of the essence.

6.2 You will make all payments due under the contract without any deduction by way of set-off, counterclaim, discount, and abatement or otherwise.

6.3 If you fail to pay us any sum due pursuant to the contract you will be liable to pay interest to us on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of our bankers accruing on a daily basis until payment is made, whether before or after any judgment.

7. Risk/Ownership

7.1 The risk in the goods passes to you at the time of delivery.

7.2 Ownership of the goods shall not pass to you until we have received payment in full in cash or cleared funds:

7.2.1 all sums payable in respect of the goods; and

7.2.2 all other sums which are or which become payable to us from you on any account including any interest on such sums.

7.3 Until ownership of the goods has passed to you, you will store the goods separately from other goods belonging to you or any third party in a way that they remain readily identifiable as our property and we shall be entitled at any time to require you to deliver up the goods and if you fail to do so immediately upon our request, we shall be entitled to enter upon any premises where the goods are stored and repossess them. You grant us an irrevocable license to enter such premises for this purpose.

7.4 We shall be entitled to recover payment for the goods notwithstanding that ownership of any of the goods has not passed to you.

8. Warranty

8.1 We warrant (subject to the other provisions of these conditions) that for a maximum period of 15 months from the date of delivery or 12 months from the date of their resale to the end user, whichever first occurs, the goods will comply with the manufacturer's specification for them.

8.2 We will not be liable for a breach of the warranty in condition 8.1 unless:

8.2.1 you give written notice of any defect to us within the warranty period; and

8.2.2 we are given a reasonable opportunity to examine the goods and, if we ask you to do so, you return the goods to our place of business at your expense for the examination to take place there.

8.3 We will not be liable for a breach of the warranty in condition 8.1 if:

8.3.1 further use of the goods is made after giving notice of any defect; or

8.3.2 the defect arises because of failure to follow any instructions as to the storage or use of the goods; or

8.3.3 the goods are altered or repaired or alteration or repair is attempted without our written consent.

8.4 Subject to conditions 8.2 and 8.3, if any of the goods do not conform with the warranty in condition 8.1 we will at our option repair or replace such goods
(or the defective part) or refund the price of such goods at the pro-rata contract rate and we will have no further liability for breach of the warranty in condition 8.1 in respect of such goods. If we so request, you will, at your expense, return the goods or the parts of such goods, which are defective to us.

9. Limitation of Liability

9.1 Subject to condition 8, the following provisions set out our entire liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you in respect of:

9.1.1 any breach of these conditions; and

9.1.2 any representation, statement or tortuous act or omission including negligence arising under or in connection with the contract.

9.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the contract.

9.3 Nothing in these conditions excludes or limits our liability for death or personal injury caused by our negligence or fraudulent misrepresentation.

YOUR ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF
CONDITION 9.4

9.4 Subject to conditions 9.2 and 9.3:

9.4.1 our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of the contract shall be limited to the price of the goods the subject of the claim; and

9.4.2 we will not be liable to you for loss of profit, goodwill or business opportunity or production downtime or any type of indirect or consequential loss or damage, costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the contract.

9.5 if you deal as a consumer (within the meaning of the Unfair Contract Terms
Act 1977) your statutory rights are not affected by these conditions.

10. Events beyond our control

10.1 We reserve the right to defer the date of delivery or to cancel the contract or to reduce the volume of the goods ordered by you (without liability to you) if we are prevented from or delayed in the carrying on of our business due to circumstances beyond our reasonable control.

11. General

11.1 You cannot assign the contract or any part of it without our prior written consent.

11.2 We may assign the contract or any part of it to any person, firm or company.

11.3 If any provision of the contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the contract and the remainder of such provision shall continue in full force and effect.

11.4 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 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.

11.5 Subject to condition 11.2, nothing in these conditions confers on any third party any benefit or any right to enforce any of these conditions.

11.6 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the jurisdiction of the English courts.