Terms and Conditions of CTEC

as of 24th March 2008, dated 24th March 2008.

1- General

The conditions set out below are the only terms on which CTEC will do business, unless a variation is specifically agreed in writing signed by the proprietor of CTEC, Anthony Croxford. If a customer or a prospective customer wishes to negotiate a variation of the conditions, either generally or in part, the request should be made by letter and sent recorded delivery, addressed for the attention of the proprietor of CTEC, Anthony Croxford, at its indicated address. By not sending such a letter, the customer or prospective customer acknowledges that he accepts these conditions and that any standard terms which may appear on any of the customerís stationery, shall be of no effect.

All goods or services offered for sale or supply are subject to remaining unsold until payment(s) due from the customer are paid in full.

CTEC reserve the right to consider goods supplied or services provided to be sold and fit for purpose and acceptable by the customer if, after supply or provision, such goods or services, in whole or in part, have been used or altered in any way, or if the customer does not confirm in writing that the said goods and services are not fit for the purpose, within 5 working days of receipt, detailing a valid reason as to why such goods or services are not fit for purpose, thereby allowing CTEC to attempt to resolve any issue which CTEC might reasonably deem a legitimate reason for the customer to consider such goods or services not fit for purpose as previously agreed. The decision by CTEC in these circumstances is final. Should the customer wish to further contest the decision, then CTEC reserve all rights to take legal action to recover all payments & costs.

If a written order is not placed, the customer is liable to reimburse any expenses incurred by CTEC at the customerís request, by whatever means.

These terms & conditions are deemed as accepted and agreed to by the customer upon acceptance of a quotation from CTEC, or if a request by the customer for the provision of goods or services to the customer by CTEC whether verbal or written is acted upon by CTEC at the knowledge of the customer, or the receipt by CTEC of payment for goods or services provided by CTEC in part or in full.

2- Price

CTEC reserve the right to vary the price(s) invoiced if the costs of labour, material, or other services vary from that at the contract date or commencement of provision of goods or services to the customer. CTEC also reserve the right to vary the price(s) invoiced if unforeseen circumstances beyond CTECís control, or matters not divulged by the customer to CTEC in relation to the supply of goods or provision of services will, do or are likely to increase costs incurred by CTEC. In all events, verbal or written orders will be invoiced at the price ruling at the date of dispatch or provision of goods or services.

3- Payment

Prices quoted are net and are payable subject to addition of VAT and/or other Taxes and/or Duties. Payment to CTEC is on a Proforma basis. However, if requested, and subject to satisfactory credit rating, bank and trade references, CTEC may agree that a credit account can be given. Payments against accounts become due in full not later than thirty calendar days from invoice date. If an invoice is not paid in full by the due date, and unless otherwise agreed in writing, CTEC reserves its full statutory right to claim interest and compensation charges on any and all outstanding overdue debt(s) under the Late Payment of Commercial Debts [Interest] Act 1998, as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002.

Not withstanding any agreement for credit or course of dealing on credit terms, CTEC may at any time and without giving notice or reason revoke such agreement or terms without penalty. The customer accepts that the absence of a formal written agreement between the customer and CTEC for any matter relating to invoiced items is not a valid reason for non-payment of that invoice.

The title to all goods sold by CTEC and the results of all services provided by CTEC will remain vested in CTEC until full payment has been made. At anytime at CTECís discretion and not at the customerís discretion, CTEC may use its retention of title to recover goods or results of all services not paid for in full from a customer or a third party. Should the goods not be available CTEC may claim other goods of a similar value. On behalf of CTEC, its servants or agents may enter upon the customerís premises for the purpose of repossessing the goods or goods to the same value as. If any money value difference is left after CTEC has recuperated the amount outstanding, the balance will be returned to the customer less costs. Title to the results of services part paid or unpaid for remain with CTEC.

Should default be made by the customer in paying any sum due under order or contract, verbal or written, CTEC at its option shall be entitled either to suspend supplies until default is made good or treat such default as a repudiation of the contract in which case the customer (without prejudice to any right which CTEC may have to the return of any goods or the payment of any compensation or damages by the customer) pay CTEC reasonable charges incurred in the course of any part performance of the contract by CTEC. The customer shall not under any circumstances prevent access to any internet or web based products or services provided by CTEC to the customer until full payment has been received by CTEC for the provision of such products or services.

If CTEC owes any amount to the customer in respect of any purchases whatsoever contra-account transactions will not be accepted.

If the customer is a limited company or other legal entity claiming limited liability and the customer is unable to pay for goods and or services supplied for any reason whatsoever, including insolvency, the directors or partners shall also become jointly and severally liable for the debt.

4- Delivery

Delivery terms quoted are subject to confirmation after receipt of a written order and are at times subject to unforeseen delays over which CTEC have no control. CTEC whilst making reasonable effort to comply with the quoted date of delivery shall not be liable for any penalty, loss, injury, damage or expenses directly or indirectly consequent upon any delay or failure in delivery or performance by CTEC or its agents or servants from any cause whatsoever nor shall such delay entitle the customer to cancel any order, or without agreement in writing from CTEC refuse to accept or repudiate any contract for work to be done.

Orders arranged on a customer to collect basis, and/or via the customerís own appointed carrier or appointed person, are deemed to be the responsibility of the customer and/or its appointed carrier or appointed person once collection has taken place. Any liability CTEC has for the condition of the goods and packaging ceases upon collection, and full liability for the condition of such goods and packaging, including damage, is then the responsibility of the customer or its appointed carrier or appointed person.

Not with standing any agreement for credit or course of dealing on credit terms, CTEC may at any time and without giving notice or reason revoke such agreement or terms without penalty. The customer accepts that the absence of a formal written agreement between the customer and CTEC for any matter relating to invoiced items is not a valid reason for non-payment of that invoice.

5- Exclusion

CTEC does not hold or warrant any goods or services as being fit for any particular purpose, whether made known to CTEC or not and the customer must not rely on CTECís skill or judgment in relation to the fitness of goods or services for any purpose. If the customer requires assistance on the fitness of any goods or services for any purpose he should seek appropriate professional advice. CTECís staff are not authorised to express any opinion or make any representation as to the fitness of any goods or services for any purpose, and any such opinions or representations as may be expressed by them are not binding on CTEC. Services provided by CTEC, whether paid for or not paid for, in full or in part, are to the customer only, and therefore CTEC shall not be liable as a result of the customerís decision to act upon or take further, the results of such services. In addition, services to the customer are not transferable, in whole or in part.

6- Liability

CTEC (subject as herein provided) undertakes to replace, correct or at its option credit the value of all goods or services supplied, which are defective or otherwise not in conformity of contract subject to all of these conditions provided always. CTEC must be informed in writing of such defective goods or services and requested to make such replacement or correction or give such credit within 14 calendar days from collection or delivery of the goods or services.

CTECís liability whether in contract, tort or otherwise in respect of any goods supplied or services provided by it shall be limited solely to the foregoing, and in no circumstances does CTEC accept any further liability or any injury, damage or financial loss or for either direct or consequential losses howsoever or whenever arising.

7- Limitation of liability

If CTEC carries out any work at the request of the customer, CTECís liability for any failure or breach of contract will be limited to the invoice cost of the work.

8- Cancellation

Orders placed with CTEC cannot be cancelled except with CTECís written consent and on terms that will indemnify CTEC against any damage or consequential loss.

9- Nominees

The customer shall indemnify CTEC and any and all of its agents, officers and servants against all costs arising from the provision of nominee officers, signatories, shareholders etc.

10- Assignment

The customer shall not assign the contract to any third party without the prior written consent of CTEC.

11- Copyright, Subject Matter and/or Content

The Copyright of all material in published, electronic, stored media or other, remains the sole property of CTEC. The Subject Matter and/or Content of all such Copyright material is the property of CTEC, with the exception of Subject Matter and/or Content supplied to or agreed with CTEC by the customer or prospective customer for inclusion in a published, electronic, stored media or other form in respect of an order in writing or verbal from the customer or prospective customer. The customer or prospective customer shall fully indemnify CTEC and any and all of its agents, officers and servants against all costs and legal actions arising from the provision and inclusion of any Subject Matter and/or Content by the customer or prospective customer to CTEC.

12- Patents

The customer is to indemnify CTEC against any claims whatsoever for damages and or costs against all liability in respect of any infringement of trade mark, patent right, copy right or any other intellectual property resulting from compliance with customers instructions express or implied, and/or services provided to the customer, whether paid or unpaid.

13- Law and jurisdiction

Subject to the above conditions the customer shall not take legal action against CTEC. The contract shall be governed by and constructed in all respects in accordance to English law. The customer on entering into the contract submits to the jurisdiction of the English courts. Should any condition or part thereof become unenforceable for any reason whatsoever this shall be without prejudice to the remainder of that condition and all other conditions and part conditions. The condition headings are inserted for convenience only and shall not effect the construction of these conditions.