Primatel Products Limited

Sales Order Terms & Conditions.

Dated: 19.10.2004

For Your order to be accepted, You agree to the terms set forth below (this "Agreement" or "Order"), unless there is an existing Primatel agreement between You and PRIMATEL ("PRIMATEL Customer Agreement").  Where a PRIMATEL Customer Agreement exists, that agreement shall remain in full force and effect.  If the PRIMATEL Customer Agreement does not specifically address the products You are acquiring through an Order, the section(s) of this Agreement that apply to the product(s) shall supplement the PRIMATEL Customer Agreement for those purposes.  In the event that You or PRIMATEL wish to process orders via electronic data interchange or other electronic means, PRIMATEL may require You to enter into an PRIMATEL agreement covering such transactions; all orders submitted by telephone or electronic means shall also be subject to this Agreement.

TERMS

After acceptance of an Order, PRIMATEL will supply the products at the price stated on the Order.  Prices are valid for this Order only, and are subject to change for future Orders.  PRIMATEL will invoice when the products are shipped.  Payment terms are net cash on receipt of invoice.  Prices do not include, and You shall pay PRIMATEL for, any applicable shipping charges, and any VAT, sales, use, or similar taxes (unless PRIMATEL is provided exemption documentation in advance).  You shall pay freight and shipping charges from PRIMATEL's facility to Your designated destination, unless otherwise specified on your order.  If PRIMATEL does not receive payment within 30 days of the invoice date, PRIMATEL reserves the right to charge interest on late payments at two percent above the London one year LIBOR rate for sterling accruing daily both before and after judgment.  All sales are final; except  for  warranty returns, there is no right of return.

BILLING

Ship & Bill Option (mandatory for stock products).  PRIMATEL will invoice when the products are shipped.  All products will be shipped at one time (in one or more shipments), without storage.  Title to products and risk of loss pass to You and delivery occurs when PRIMATEL tenders the products to a shipping agent for delivery to You or Your designee.

Storage Only Option (stock and custom products).  PRIMATEL will manufacture or procure, and will store products for You, and will invoice You when the products are placed in storage, for the price of the entire quantity of the products and for the full storage period to be paid in advance.  PRIMATEL will ship from storage upon request.  No storage period may exceed the warranty period for the products involved.  Title to products and risk of loss pass to You and delivery occurs when PRIMATEL delivers the products to the applicable storage facility.

Expiration of Storage Period.  If products remain in storage at the end of the period, You agree to elect either (a) shipment of those products, or (b) further storage only, for up to six additional months, to be billed in advance (You shall bear all risk of obsolescence and ageing of the products, and waive any warranty or other claims with respect thereto).

Warehouse Responsibility.

Under the Storage Only Option, PRIMATEL will assume the duties of a warehouseman, and will be responsible for losses to the products caused only and solely by its negligence as a warehouseman (excluding, e.g., damage due to casualty losses), not to exceed the value of any damaged products, and subject to the damage limitations contained in this Agreement.

CUSTOM PRODUCT ORDERS

The following pertain only to orders for custom products, which for the purposes of this Agreement are defined as products bearing Your requested artwork, logo or name, made pursuant to Your specifications, packed in unique quantities, dimensions, or packaging, procured specially on Your behalf from third parties, or differing in any other respect from PRIMATEL's stock products:

A.  All custom products on which manufacturing has commenced, together with raw materials and finished goods made or procured as a result of this Order, must be purchased.

B.  Multiple Manufacturing Run (MMR) prices for custom products are firm for the first run.  For subsequent runs, prices are subject to adjustment to reflect changes in raw material costs.

C.  PRIMATEL may ship in quantities of 10% over or underrun.  Shipments will be made to the whole carton nearest the quantity ordered.  Billing, however, will be for the actual quantity shipped.

D.  If PRIMATEL ships conforming products and you reject such shipment for any reason other than the failure of the products to conform to this Agreement ("wrongful rejection"), or after delivery revoke acceptance of custom products or any part of them for any reason other than the failure of the products to conform to this Agreement ("wrongful revocation"), or fail to purchase custom products for which You have caused manufacturing to be commenced and / or raw materials or finished goods to be procured, PRIMATEL may invoice You, and may hold the products at Your risk of loss or damage to the products, and maintain an action for breach of this Agreement and recover PRIMATEL's loss.

E.  All orders for custom products are "firm orders" and are non-cancelable and non-returnable, except for warranty claims.

F.  If You terminate Your relationship with PRIMATEL before completion and shipment of all pending Orders, You are obligated to purchase all finished custom products, all work in process, and all raw materials dedicated to such custom products.

WARRANTIES AND WARRANTY REMEDIES

PRIMATEL warrants that the consumable products it manufactures and sells will be of workmanlike quality and free from material defects, and will meet their performance specifications (as amended by printers proofs, if any) for six months after manufacture for labels and ribbons, and twelve months after manufacture for forms or other products.

EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, PRIMATEL DISCLAIMS ALL WARRANTIES, TERMS AND CONDITIONS, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES, TERMS OR CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, THOSE ARISING FROM A COURSE OF DEALING AND THOSE OF COMPATIBILITY WITH ANY PARTICULAR EQUIPMENT OR CONDITIONS.

PRIMATEL's sole liability, and Your exclusive remedy, for breach of warranty shall be limited to repair, replacement, or refund/credit, at PRIMATEL's discretion, for products returned during the warranty period.

This warranty shall not apply to products that have been subjected to accident, misuse, neglect, alteration, improper storage or installation, repair, or improper testing.  Items repaired or replaced by PRIMATEL shall be subject to the above warranty to the same extent as originally delivered. 

If the products are purchased for re-sale, the foregoing warranties may be passed through to the end user, subject to the limitations and requirements herein.  Any products bearing a third party's name or logo shall be subject solely to the warranty provided by the third party.

LIMITATION OF LIABILITY

PRIMATEL SHALL NOT BE LIABLE TO YOU OR ANYONE CLAIMING THROUGH YOU FOR LOSS OF PROFITS, REVENUE, DATA OR TIME, OR FOR INCIDENTAL, INDIRECT, LIQUIDATED, SPECIAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT, NEGLIGENCE, PRODUCT LIABILITY, STATUTE OR OTHERWISE, EVEN IF PRIMATEL IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  PRIMATEL SHALL NOT BE LIABLE FOR ANY DAMAGES CAUSED BY DELAY IN MANUFACTURING OR SHIPMENT. 

EXCEPT FOR CLAIMS FOR BODILY INJURY OR DEATH, PRIMATEL's LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY CLAIM ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL PRICE ACTUALLY PAID FOR THE PARTICULAR PRODUCTS CAUSING DAMAGE.  EACH CLAUSE OF THIS SECTION IS SEPARATE FROM THE OTHERS AND FROM THE REMEDY LIMITATIONS AND EXCLUSIONS IN THIS AGREEMENT, AND WILL APPLY AND SURVIVE NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF A REMEDY OR TERMINATION OF AN ORDER OR OTHER AGREEMENT.

REMEDIES

Delinquencies.  Failure to timely pay for goods permits PRIMATEL, in addition to other available remedies at law or equity, to suspend any services or further shipments of products, and to reclaim and recover products for which payment in full has not been made.  On the occurrence of either party's bankruptcy or insolvency, all Orders automatically terminate unless the non-insolvent party elects to have any such Order continue.

Rejections, Revocations, and Shortage Claims.  If PRIMATEL is unable within 30 days to resell stock products that are wrongfully rejected or are wrongfully revoked, PRIMATEL shall invoice You, and may hold the products at Your risk of loss or damage to the products and maintain an action for breach of this Agreement and recover PRIMATEL's loss.  Any returns that PRIMATEL elects to accept in its sole discretion are subject to a 20 percent restocking fee.  Any claim for a credit or additional product due to short shipments or insufficient quantity must be made within 30 days of receipt, or is deemed waived.

GENERAL

Proofs, Test Runs, Logo.  PRIMATEL may require You to approve a printing proof based on original copy supplied by You.  If so, PRIMATEL will create one proof and mail it to You.  However, if You terminate this Agreement before paying for any products under it, You will pay PRIMATEL for the reasonable costs incurred in preparing the proof.  You will pay PRIMATEL for all reasonable costs incurred in altering the proof.  Changes approved by You shall supersede any performance specification to the extent of any conflict.  Unless otherwise agreed, PRIMATEL shall also charge You for test runs if the subject product meets stated specifications.  PRIMATEL may place its logo or other identifying mark on products unless otherwise specified in the Order.

Termination by PRIMATEL.  PRIMATEL may terminate this Agreement or any transaction under it if You are subject to any affirmative act of insolvency or any petition or action under any bankruptcy, reorganisation, insolvency arrangement, liquidation or receivership or any other law or laws for the relief of, or relating to, debtors or make an assignment for the benefit of creditors or cease to do business; it may also do so upon Your repudiation or wrongful rejection, and recover PRIMATEL's loss.

Special Requests.  Special requests for storage type or location, or modes of shipment or invoicing procedures (such as split shipments or billings), will be accommodated in PRIMATEL's discretion subject to payment of all extra freight or other charges PRIMATEL incurs, and an administrative fee.

Inconsistent Terms.  The foregoing are PRIMATEL Systemedia's standard terms and conditions.  Terms contained in Your purchase orders or other forms that inconsistent with these terms, or at that are in addition to them, shall be of no force or effect, and are hereby rejected.

Infringement.  Unless set forth in writing, PRIMATEL assumes no liability to You for the infringement, actual or alleged, of any third party’s patent, copyright, trade secret, or trademark.  You indemnify and agree to hold PRIMATEL harmless against claims of infringement relating to or arising out of Your product designs, copy, artwork, or intellectual property.

Disputes and Governing Law. This Agreement is governed by the law of England and Wales and the parties submit to the exclusive jurisdiction of the English courts.  No action may be brought more than eighteen months after the cause of action has accrued.

Excused Performance.  A party shall be excused from any failure to comply with this Agreement, other than tender of payment, arising from any cause beyond its control, including without limitation such things as lack of or inability to obtain raw materials or printing proofs, strikes, fires, floods, acts of God, severe weather, carrier delay, labour disputes, riots, war, terrorism, embargo, and acts or allocations of governmental authorities whether or not valid.

Entire Agreement; Amendment and Waiver. This Agreement is the entire agreement between PRIMATEL and You with respect to the products described on the attachments to or face of this form, or on future supplements, schedules or amendments, and supersedes all prior communications, including oral and written proposals, and controls over purchase orders and acknowledgements.  This Agreement cannot be amended or waived, wholly or in part, by implication or otherwise, except in writing signed by You and an authorized PRIMATEL representative.

Third Party Rights.  Unless the third party is referenced by name and You and PRIMATEL expressly agree in writing that this clause is overruled, a person who is not party to this Agreement shall have no right under the Contract (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.  This does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.