TERMS-AND-CONDITIONS

1.1 PARTIES

“The Seller” means Virustatic Limited (Registered No. 07029732 and any other Company that is an associated company of Virustatic Limited.

1.2 “The Purchaser” means any person, firm, company or corporation placing an order with the Seller

1.3 “The Goods” means items and services supplied by the seller to the Purchaser.

1.3 “The Goods” means items and services supplied by the seller to the Purchaser.

2.

2.1 CONTRACT

The contractual relationship between the Seller and the Purchaser shall be subject to these Standard Conditions of Sale (“the Conditions”) and no addition or variation shall apply unless agreed in writing. These Conditions supersede any prior representation whether made in writing or orally and these Conditions override any other terms that the Purchaser may subsequently seek to impose.

3.

3.1 ADVERTISING MATERIALS & REPRESENTATIONS

Catalogues, specifications, brochures, price lists, advertising material and verbal representations by the Seller’s personnel are only an indication of the type of goods offered and no such particulars shall be binding on the Seller.

3.2 All goods are sold subject to availability to the Seller of material. The Seller reserves the right without notice to substitute materials, components and units other than those mentioned in the Contract. All specifications and drawings, or particulars of weights and dimensions and all forwarding specifications issued by the Seller are approximate only and do not form part of any contract.

4.

4.1 LIABILITY

Subject to the remaining sub-clauses of this clause, the Seller’s liability in respect of any defective goods manufactured or supplied by the Seller or for any loss or damage, consequential or otherwise, is limited to replacement of the goods which the customer proves are defective; and are defective or fail due to faulty material manufactured by the Seller or defective workmanship of the Seller; and failed or are found to be defective within a period of two calendar months after the Goods were delivered to the Purchaser.

4.2 The Seller may, at its option, give the Purchaser a credit in respect of the goods found to be defective of up to the full value of the price paid by the Purchaser.

4.3 The goods are sold on the condition that they will be used only in the prescribed manner and for the purpose for which they were intended.

4.4 The Purchaser must satisfy itself that the intended use of the goods is a use in the prescribed manner and in accordance with the Technical Data Sheet that refers to the prescribed use of the Goods and the purpose for which they were designed. In the event that the Purchaser is purchasing for onward sale the Purchaser must make known to its Customer the prescribed use of the Goods and the purpose for which they were designed.

4.5 The Seller shall not be liable for any damage, loss or injury resulting from any misuse of the goods or any use which is not in accordance with the prescribed manner or the purpose for which they were designed.

4.6 Where the Purchaser provides a specification of the goods to be manufactured by the Seller, the Seller shall not be liable for any defect in the goods caused by compliance with that specification.

4.7 If the Purchaser packages or causes the goods to be packaged in such a way so as to make the goods defective then the Purchaser shall indemnify the Seller against all damage and loss caused by reason of the product being defective.

4.8 The Seller has available information and product literature concerning the conditions necessary to ensure that the Goods supplied by the Seller will be safe and without risk to health when properly used. If the Purchaser is not already in possession of such literature or requires any information or advice in connection with the safe use of the Goods the Purchaser should immediately contact the Seller.

4.9 Nothing in these Conditions shall have the effect of excluding or limiting liability to a person for death, personal injury or damaged property due to defective product as defined in the Consumer Protection Act 1987.

4.10 In the case of goods supplied but not manufactured by the Seller, the liability of the Seller shall be limited to amounts recovered by the Seller under warranties given by the supplier to the Seller, provided that the Seller shall not be called upon to bear any liability or expense greater than the amount recovered from that supplier. Nothing herein shall impose any liability upon the Seller in respect of any loss, damage, consequential or otherwise, in relation to or arising out of goods found to be defective or attributable directly or indirectly to the acts, omissions, negligence or default of the Purchaser or the Purchaser’s servants or agents including (in particular but without prejudice to the generality of the foregoing) any failure by the Purchaser to comply with any recommendations of the Seller as to the handling and use of the goods.

4.11 If the Seller is held to be legally liable for any breach of this contract or shall become legally liable to the Purchaser in any way whatsoever the liability of the Seller in respect of any or all causes of action shall in no circumstances exceed the contract price.

4.12 Nothing in these Conditions shall have the effect of excluding or limiting liability for loss arising from death or personal injury resulting from the negligence of the Seller.

5

5.1 DELIVERY

Delivery dates are not of the essence. They are merely estimated. Every effort will be made to meet the estimated delivery time. They cannot be guaranteed by the Seller who shall not be liable for any costs or damage caused by reason of any delay in delivery.

Customs and import charges: It is the buyer’s responsibility to ensure that they are aware of their own country’s specific duty and tax surcharges, on imports. Any charges on a parcel must be paid by the buyer. If duties and/or taxes are not paid, the goods will be returned to the Seller. In this instance, the Seller will not be liable to issue a postage refund. It is the buyer’s responsibility to check their local customer’s office for current chargers, before purchasing.

5.2 The Seller shall be under no liability to the Purchaser in respect of any damaged Goods delivered unless at the time of delivery the damage is endorsed in writing on the delivery note or the delivery note is endorsed “not examined” and a separate written notice of the damaged goods is sent to the Seller in writing within 14 days of delivery. The Purchaser must notify the Seller (and,if appropriate, the carrier) in writing of the non-receipt or shortage in delivery of any Goods by the Purchaser or his nominated carrier within 10 days of the sales date relating to any delivery.

5.3 The Purchaser shall hold the Seller indemnified against any loss or damage arising by the failure to give the notification of receipt or damaged Goods within the time limit specified above.

5.4 Any request by the Purchaser for proof of delivery from the Seller or the carrier must be made in writing no later than four months after the date of the invoice related to the delivery and in the absence of any such request in writing delivery of the goods shall be deemed conclusively to have been made.

5.5 If the Purchaser fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions then without prejudice to any other right or remedy available to the Seller, the Seller may elect to store the Goods until actual delivery and charge the Purchaser for the reasonable costs (including insurance) for storage and the Seller may sell the goods for a price readily obtainable and after deducting reasonable storage, insurance and selling expenses, charge the customer for any shortfall.

6.

6.1 RISK

Risk shall pass to the Purchaser on the Goods being tendered for delivery at the Purchaser’s designated premises or (if earlier) on delivery to the carrier nominated by the Purchaser or (where the goods are to be collected by the Purchaser from the Seller) on being loaded onto the vehicle of the Purchaser or his agent. The Purchaser must insure the goods for their full replacement value against all risks with the interest of the Seller being noted on the policy (from the time that risk passes).

6.2 Where goods are stored by the Seller at the premises of the Purchaser in contemplation of ongoing sales (consignment), the goods are at the risk of the Purchaser.