1. DEFINITION
(i) "Central AV " means Central AV Ltd. Elite House 95 Stockfield Road, Birmingham, B27 6AT or any subsidiary or associated company.
(ii) "Customer" the person, firm or company who or which has agreed to purchase products from and whom Central AV may agree to supply Products in accordance with these terms and conditions.
(iii) "Products" and "Goods" means goods or services to be provided by Central AV to the Customer in accordance with these terms and conditions.

2. The conditions of business shall apply to all sale and purchase transactions between Central AV and the customer. No terms and conditions put forward by the customer in conflict with these terms and conditions shall be incorporated into the contract unless separately agreed in writing and signed on behalf of Central AV by a representative of Central AV

2.2 Any quotation submitted by the customer is an invitation to treat, not an offer. The placing of an order by the customer in writing shall constitute and offer and a Contract shall be effected if and when such offer is accepted by Central AV and not at any earlier time. Central AV will only accept offers subject to these conditions of business.

3. All times quoted for dispatch or delivery dates are estimated only and, while Central AV will use all reasonable endeavors to ensure it complies with any estimates given, Central AV will not be liable for any failure to comply with such estimate or for any direct or consequential loss resulting the reform.

4. Subject to any provisions of these conditions, the contract may not be cancelled without any prior written consent of Central AV which will only be given on terms that Central AV is to be indemnified against any loss incurred up to the date of such cancellation. In the event that the customer cancels the contract the customer shall as regards any goods that are the subject of the contract reimburse Central AV the amount or amounts of any work undertaken, time expended and costs incurred in connection with the customers order, together with any reasonable profit margin.

5. (i) All advertising literature, including catalogues, price lists and the world wide web as used by Central AV are intended only as an indication as to the price and range of goods offered and no prices, descriptions or other particulars contained therein shall be binding on Central AV . (iv) All prices are exclusive of and subject to Value Added Tax and any similar taxes except otherwise stated. All such taxes are payable by the Customer and will be applied in accordance with UK legislation in force at the tax point date.

6. (i) Invoices will be raised and dated by Central AV on the date of dispatch of the Products. Unless otherwise specifically requested and agreed, invoices will be payable by the Customer by the date of invoice. Payments which are not received when payable will be considered overdue and remain payable by the Customer together with interest for late payment from the date payable at the rate of 4% per annum above the base rate for the time being of Barclay's Bank plc. Such interest shall accrue on a daily basis and be payable on demand after as well as before judgment. (ii) Title to all goods will pass to the customer only when all outstanding payments are made in full. The property of the goods agreed to be sold to the customer by Central AV shall not pass to the customer until Central AV has received cash or cleared funds payment of the price of the goods together with any taxes and charges due. (v) Until such time as the property in the Products passes to the Customer (and provided the Products are still in existence and not been resold),Central AV shall be entitled at any time to require the Products be delivered to Central AV and, if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the Products are stored and repossess the Products. (vi) The Customer's power of sale or right to use such Products shall immediately cease if an Administrative receiver is appointed over all or any part of its assets or if it adjudicated bankrupt or enters liquidation whether compulsory or voluntary, or if the Customer makes an arrangement with its creditors, or generally becomes unable to pay its debts within the meaning of the Insolvency Act 1986. (vii) On termination of the Company's power of sale or right to use the Products the Customer will immediately hold the Products to the order of Central AV . (viii) The Customer shall not be entitled to pledge or in anyway charge by way of security for any indebt-ness any of the Products which remain the property of Central AV, but if the Customer does so, all monies owing by the Customer to Central AV shall (without prejudice to any other right or remedy of the seller) forthwith become due and payable . (ix) Central AV reserves the right to cease supplies of Products to the Customer at any time. On such cessation of supplies, Central AV reserves the right to withdraw any credit facility such that the whole of the Customer's account becomes due for payment forthwith.

7. (i) Central AV will not be liable in respect of any loss or damage caused by or resulting from any variation for whatsoever 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. Central AV will use its reasonable endeavors to advise the Customer of any such impending variation as soon as it receives any such notice thereof from the manufacturer. (ii) Unless otherwise agreed, the Products are supplied in accordance with the manufacturer's standard specifications as these may be improved, substituted or modified. Central AV reserves the right to increase its quoted or listed price, or to charge accordingly in respect of any orders accepted for Products of non-standard specifications and in no circumstances will it consider cancellation of such orders or the return of such orders.

BUSINESS CUSTOMERS

8. (i) Central AV reserves the right to levy a 15% administration charge in respect of the rotation of Products and returns. (ii) Returns must be made subject to the following: (a) prior authority having been obtained from Central AV which will be given at Central AV s sole discretion; (b) within 7 days of the date of the invoice; (c) the Products must be properly packed; (d) the Products must be in a saleable condition; (e) the Products must be accompanied by a list; (f) the Product is still covered by warranty (see section 11). (iii) Central AV reserves the right to reject any Products which do not comply with the conditions set out in clause 10.2. (iv) If Central AV nevertheless agrees to accept any Products returned which are not in a saleable condition, Central AV reserves the right to charge the cost to the Customer of bringing the Products into a saleable condition.

PRIVATE CONSUMERS

9.If you are a consumer then you have the right, in addition to other rights, to cancel the contract and receive a refund so long as notice is given in writing, including fax or email. The product must be complete, unused and in "as new" condition (E.g., if you have opened the box to examine the product you must have done so without damaging or marking the product or packaging in any way). You must inform us in writing, quoting your invoice number, within 7 working days starting the day after the goods are delivered to you. You must return the goods to us at your cost or alternatively we will collect the goods at your cost. Should you choose to return the goods we advise you to adequately insure against loss or damage whilst in transit. Central AV Ltd. reserves the right to reject returned goods if they are used or not saleable as new.

10.(i) Central AV warrants that it has good title to or license to supply all Products to the Customer.
(ii) If any part of the hardware Products should prove defective in materials or workmanship under normal operation or service, such Products will be repaired or replaced only in accordance with any warranty cover or terms as provided by the manufacturer of the Products PROVIDED THAT no unauthorized modifications to the Product or to the system of which the Product forms part have taken place. Central AV is not responsible for the cost of labour or other expenses incurred in Repairing defective or non-conforming parts.
(iii) If the Products are rejected by the Customer as not being in accordance with the Customer's order pursuant to clause 11.2 or 11.3, Central AV will only accept the return of such Products provided that it receives written notification thereof giving detailed reasons for rejection. Central AV will not consider any claim for compensation, indemnity or refund under liability, if any, has been established or agreed with the manufacturer and where applicable the insurance company. Under no circumstances shall the invoiced Products be deducted or set off by the Customer until Central AV has passed a corresponding credit note.
(iv) EXCEPT AS SPECIFICALLY SET OUT IN THIS CLAUSE 11, CENTRAL AVDISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF DESCRIPTION,DESIGN, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE,OR ARISING FROM ANY PREVIOUS COURSE OF DEALING,USAGE OR TRADE PRACTICE.

11.(iii) Central AV disclaims and excludes all liability to the Customer in connections with these terms and conditions including the Customer's use of the Products and in no event shall Central AV be liable to the Customer for special, indirect or consequential damage including but not limited to loss of profits arising from loss of data or in connection with the use of the Products. All terms of any nature, express or implied, statutory or otherwise, as to correspondence with any particular description or sample , fitness for purpose or merchantability, are hereby excluded. (iv) The Customer shall indemnify and defend Central AV and its employees in respect of any claims by third parties which are occasioned by or arise from any Central AV performance or non-performance pursuant to the instructions of the Customer or its authorized representative.

12. This agreement may be terminated forthwith by notice in writing: (i) By Central AV if the Customer fails to pay any sums due hereunder by the due date notwithstanding the provisions for late payment as in clause 7.i.
(ii) If either party fails to perform any of its obligations under this Agreement and such failure continues for a period of 14 days after written notice thereof, by the other party.
(iii) If either party is involved in any legal proceedings concerning its solvency, or ceases trading, or commits an act of bankruptcy or is adjudicated bankrupt or enters liquidation, whether compulsory or voluntary, other than for the purposes of an amalgamation or a reconstruction, or makes an arrangement with creditors or petitions for an administration order or has a Receiver or Manager appointed over all or any part of its assets or generally becomes unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986, then without prejudice to any other rights or remedies available to it, the other party shall have the right to terminate this Agreement forthwith. (iv) Any termination of this Agreement pursuant to this clause shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law, and shall not affect any accrued rights or liabilities of either party.

13. (i) No forbearance, delay, indulgence by either party in enforcing its respective rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or any later breach.
(ii) The Customer agrees not to assign any of its rights herein without the prior written consent of Central AV .
(iii) In the event of any of these terms and conditions or any part of them being judged illegal or unenforceable for any reason, the continuation in full force and effect of the remainder of them shall not be prejudiced.
(iv) Neither party shall be liable to the other for any delay in failure to perform its obligations hereunder (other than a payment of money) where such delay or failure results from force major, act of God, fire, explosion, accident, industrial dispute or any cause beyond its reasonable control.
(vi) Any documents or notices given hereunder by either party to the other must be in writing and may be delivered personally or by recorded delivery or registered post and in the case of post will be deemed to have been given 2 working days after the date of posting. Documents or notices shall be delivered or sent to the addresses of the parties on the first page of this Agreement or to any other address notified in the normal course of trading in writing by either party to the other for the purpose of receiving documents or notices after the date of this Agreement.
(vii) These terms and conditions shall be construed in accordance with English Law.