Terms & Conditions of Sale

1. DEFINITIONS AND INTERPRETATIONS

1.1. In these Conditions:

“Digital World” means Soars of Barnsley Ltd, trading as Digital World;

“Buyer” means the person firm or company so described in the Order;

“Conditions” means the standard terms and conditions of purchase set out in this document and (unless the context otherwise requires) includes any varied or special terms and conditions agreed in writing between Digital World and the Buyer;

“Contract” means the contract of the sale and supply of the Goods and/or the supply and performance of the Services subject to these Conditions;

“Goods” means the Goods (including any instalment of the Goods or any part of them) described in the Order;

“Order” means any written quotation of Digital World which is accepted by the Buyer, or any written order of the Buyer which is accepted by Digital World for the supply of Goods or performance of Services;

“Price” means the Price of the Goods and/or the charge for the Services;

2. GENERAL BASIS OF SALE

2.1. These Conditions apply to all Contracts for sale of Goods by Digital World.

2.2. The placing of an Order by the Buyer for the Goods shall constitute acceptance of these Conditions notwithstanding any other terms and conditions subject to which any quotation by Digital World is accepted or purported to be accepted or any such order is made or purported to be made by the Buyer.

2.3. No Order submitted by the Buyer shall be deemed to be accepted by Digital World unless and until confirmed in writing by Digital Worlds authorised representative.

2.4. No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and Digital World.

2.5. The Buyer acknowledges that all advice, instructions or recommendations of Digital World rely and are dependent upon all the information and technical background given to Digital World by the Buyer.

2.6. Where the Buyer does not specify a particular process, Digital World will not be liable for any defect or failure of the process or entitle the Buyer to withhold payment if Digital World have dispensed with such inspection on request of the Buyer for whatever reason.

3. PRICE OF THE GOODS

3.1. The Price shall be Digital World’s quoted price. The Prices quoted are valid for 30 days only, after which time they may be altered by Digital World without giving notice to the Buyer.

3.2. Digital World reserves the right, by giving notice to the Buyer at any time before delivery, to increase the Price to reflect any increase in the cost to Digital World which is due to any factor beyond the control of Digital World, any change in delivery dates, quantities or the Specifications which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give Digital World adequate or accurate information or instructions.

3.3. Except as otherwise stated under the terms of the Order and unless otherwise agreed in writing between the Buyer and Digital World, the Price is given by Digital World on an ex works basis, and where Digital World agrees to deliver the Goods otherwise than at Digital World’s premises, the Buyer shall be liable to pay Digital World’s charges for transport, packaging and insurance.

3.4. The Price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to Digital World.

4. TERMS OF PAYMENT

4.1. Subject to any special terms agreed in writing between the Buyer and Digital World, Digital World shall be entitled to invoice the Buyer for the Price on or at any time after delivery of the Goods or the Buyer wrongfully fails to take delivery of the Goods, in which event Digital World shall be entitled to invoice the Buyer for the Price at any time after Digital World has notified the Buyer that the Goods are ready for collection or (as the case may be) Digital World has tendered delivery of the Goods.

4.2. The Buyer shall pay the Price within 30 days of the date of Digital World’s invoice unless otherwise notified by Digital World to the Buyer in writing, and Digital World shall be entitled to recover the Price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of payment of the Price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.

4.3. If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to Digital World, Digital World shall be entitled to:

4.3.1. cancel the Contract or suspend any further deliveries to the Buyer;

4.3.2. appropriate any payment made by the Buyer to such of the Goods (or goods and/or services supplied under any other contract between the Buyer and Digital World) as Digital World may think fit (notwithstanding any purported appropriation by the Buyer); and

4.3.3. charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of 4 per cent per annum above National Westminster Bank Plc base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest) before and after judgment.

5. DELIVERY

5.1. Delivery of the Goods shall be made to some place agreed by Digital World, by Digital World delivering the Goods to that place.

5.2. In the case of sales made F.C.A, F.A.S. or F.O.B. UK mainland unless otherwise agreed the Buyer shall upon request by Digital World nominate a carrier or vessel willing to receive the Goods within 30 days from the date of Digital World’s request.

5.3. Any dates quoted for delivery of the Goods are approximate only and Digital World shall not be liable for any early or late delivery of the Goods however caused.

5.4. Where delivery of the Goods is to be made by Digital World in bulk, Digital World reserves the right to deliver up to 2½ per cent more or 2½ per cent less than the quantity ordered without any adjustment in the price, and the quantity so delivered shall be deemed to be the quantity ordered.

5.5. Where the Goods are to be delivered in installments, each delivery shall constitute a separate contract and failure by Digital World to deliver any one or more of the installments in accordance with these Conditions or any claim by the Buyer in respect of any one or more installments shall not entitle the Buyer to treat the Contract as a whole as repudiated.

5.6. If Digital World fails to deliver the Goods (or any installment), Digital World’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the Price of the Goods.

5.7. If the Buyer fails to take delivery of the Goods or fails to give Digital World adequate delivery instructions at the time stated for delivery (otherwise than by reason of any Force Majeure or by reason of Digital World’s fault) then, without prejudice to any other right or remedy available to Digital World, Digital World may:

5.7.1. store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or

5.7.2. sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the Price or charge the Buyer for any shortfall below the Price under the Contract.

5.8. Any charges quoted for delivery of the Goods including transport, packaging and insurance are approximate only and Digital World shall not be liable for any changes to the charges quoted however caused.

6. INSOLVENCY OF BUYER

6.1. If the Buyer makes any voluntary arrangement with its creditors or becomes bankrupt or becomes subject to an administration order or goes into liquidation or Digital World reasonably apprehends that any of the events mentioned above is about to occur then Digital World shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

7. GENERAL

7.1. Digital World shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of Digital World’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond Digital World’s reasonable control.

7.2. Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that party as its registered office or principle place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

7.3. No waiver by Digital World of any breach of the Contract by Digital World shall be considered as a waiver of any subsequent breach of the same or any other provision.

7.4. If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.

7.5. The Contract and its performance shall be governed by the laws of England, and Digital World agrees to submit to the non-exclusive jurisdiction of the English court.