CONDITIONS OF SALE – PLUM COMMUNICATIONS LIMITED

1 INTERPRETATION

1.1 In these Conditions: THE COMPANY means Plum Communications Limited, a company incorporated in England under number 3677545 THE CUSTOMER means the individual, firm, company or other body whose order for the Services is accepted by the Company SERVICES means the goods or services which the Company is to supply in accordance with these Conditions CONDITIONS means the standard terms and conditions of sale set out in this document and includes any special terms and conditions agreed in writing between the Customer and the Company CONTRACT means the contract for the purchase and sale of the Services WRITING includes telex, cable, facsimile transmission and comparable means of communication.

1.2 Any reference in these Conditions to the provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.

2 BASIS OF THE SALE

2.1 The Company shall sell and the Customer shall purchase the Services subject to these Conditions.

2.2 The Company’s employees or agents are not authorised to make any representations concerning the Services unless confirmed by the Company in writing and in entering into the Contract the Customer acknowledges that it does not rely on and any such representations which are not so confirmed.

2.3 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other documentation or information issued by the Company shall be subject to correction without any liability on the part of the Company.

3 ORDERS AND SPECIFICATIONS

3.1 No order submitted by the Customer shall be deemed to be accepted by the Company unless and until confirmed in Writing by the Company’s authorised representative.

3.2 The Customer shall be responsible to the Company for ensuring the accuracy of the terms of any order submitted by the Customer, and for giving any necessary information relating to the Services within a sufficient time to enable the Company to perform the Contract in accordance with its terms.

3.3 The Company reserves the right to make any changes in the specification of the Services which are required to confirm with any applicable safety or other statutory requirements or, where the Services are to be supplied to the Company’s specification, which do not materially affect their quality or performance.

4 PRICE OF THE SERVICES

4.1 The price of the Services shall be the Company’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Company’s published price list current at the date of acceptance of the order.

4.2 The Company reserves the right, by giving notice to the Customer at any time before delivery, to increase the price of the Services.

4.3 The price is exclusive of any applicable value added tax, which the Customer shall be additionally liable to pay to the Company.

5 TERMS OF PAYMENT

5.1 Subject to any special terms agreed in Writing between the Customer and the Company, the Company shall be entitled to invoice the Customer for the price of the Services on or at any time after delivery of the Services.

5.2 All prices quoted are strictly nett unless otherwise stated in writing by the Company.

5.3 The Customer shall pay the price of the Services (less any discount to which the Customer is entitled, but without any other deduction) on delivery unless otherwise agreed in writing by the Company and the time of payment of the price shall be of the essence of the Contract.

5.4 If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to:

5.4.1 cancel the contract or suspend any further deliveries to the Customer;

5.4.2 appropriate any payment made by the Customer to such of the Services (or the Services supplied under any other contract between the Customer and the Company) as the Company may think fit (notwithstanding any purported appropriation by the Customer); and

5.4.3 charge the Customer interest (both before and after any judgement) on the amount unpaid, at the rate of 5 per cent per annum above Barclays 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).

6 DELIVERY

6.1 Any dates quoted for delivery of the Services are approximate only and the Company shall not be liable for any delay in delivery of the Services howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Company in writing. The Services may be delivered by the Company in advance of the quoted delivery date upon giving reasonable notice to the Customer.

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

7 RISK AND PROPERTY

7.1 Risk of damage to or loss of the Services shall pass to the Customer:

7.1.1 in the case of Services to be delivered at the Company’s premises, at the time when the Company notifies the Customer that the Services are available for collection; or

7.1.2 in the case of the Services to be delivered otherwise than at the Company’s premises, at the time of delivery or, if the Customer wrongfully fails to take delivery of the Services, the time when the Customer has tendered delivery of the Services.

7.2 Notwithstanding delivery and the passing of risk in the Services, or any other provision of these Conditions, the property in the Services, shall not pass to the Customer until the Company has received in cash or cleared funds payment in full of the price of the Services and all other Services agreed to be sold by the Company to the Customer for which payment is then due.

7.3 Until such time as the property in the Services passes to the Customer, the Customer shall hold the Services as the Company’s fiduciary agent and bailee, and shall keep the Services separate from those of the Customer and third parties and properly stored, protected and insured and identified as the Company’s property. Until that time the Customer shall be entitled to resell or use the Services in the ordinary course of its business, but shall account to the Company for the proceeds of sale or otherwise of the Services, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the Customer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.

7.4 Until such time as the property in the Services passes to the Customer (and provided the Services are still in existence and have not been resold), the Company shall be entitled at any time to require the Customer to deliver up the Services to the Company and, if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the Services are stored and repossess the Services.

7.5 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Services which remain the property of the Company, but if the Customer does so all moneys owing by the Customer to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable.

8 WARRANTIES AND LIABILITY

8.1 Subject to the conditions set out below the Company warrants that the Services will correspond with their specification at the time of the delivery and will be free from defects in material and workmanship for a period of 12 months from the date of their initial use or 12 months from delivery, whichever is the first to expire.

8.2 The above warranty is given by the Company subject to the following conditions:

8.2.1 the Company shall be under no liability in respect of any defect in the Services arising from any drawing, design or specifications supplied by the Customer;

8.2.2 the Company shall be under no liability in respect of any defect arising from fair wear and tear, willful damage, negligence, abnormal working conditions, failure to follow the Company’s instructions (whether oral or in writing), misuse or alteration or repair of the Services without the Company’s approval;

8.2.3 the Company shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Services has not been paid by the date for payment;

8.2.4 the above warranty does not extend to parts, materials or equipment not manufactured by the Company, in respect of which the Customer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Company.

8.3 Subject as expressly provided in these Conditions, and except where the Services are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

8.4 Where the Services are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976 the statutory rights of the Customer are not affected by these Conditions.

8.5 Any claim by the Customer which is based on any defect in the quality or condition of the Services or their failure to correspond with the specification shall (whether or not delivery is refused by the Customer) be notified to the Company within 7 days from date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Customer does not notify the Company accordingly, the Customer shall not be entitled to reject the Services and the Company shall have no liability for such defect or failure, and the Customer shall be bound to pay the price as if the Services had been delivered in accordance with the Contract.

8.6 Where any valid claim in respect of any of the Services which is based on any defect in the quality or condition of the Services or their failure to meet specification is notified to the Company in accordance with these Conditions, the Company shall be entitled to replace the Services (or the part in question) free of charge or, at the Company’s sole discretion, refund to the Customer the price of the Services (or a proportionate part of the price), but the Company shall have no further liability to the Customer.

8.7 Except in respect of death or personal injury caused by the Company’s negligence, the Company shall not be liable to the Customer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any consequential loss or damage (whether for loss or profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with the supply of the Services or their use or resale by the Customer, except as expressly provided in these Conditions.

8.8 The Company shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to the Services, if the delay or failure was due to any cause beyond the Company’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Company’s reasonable control:

8.8.1 Act of God, explosion, flood, tempest, fire or accident;

8.8.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;

8.8.3 acts, restrictions, regulations, by-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;

8.8.4 import or export regulations or embargoes;

8.8.5 strikes, lockouts or other industrial actions or trade disputes (whether involving employees of the Company or of a third party);

8.8.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery;

8.8.7 power failure or breakdown in machinery.

9 INDEMNITY

9.1 If any claim is made against the Customer that the Services infringe or that their use or resale infringes the patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person, the Company shall indemnify the Customer against all loss, damages, cost and expenses awarded against or incurred by the Customer in connection with the claim, or paid or agreed to be paid by the Customer in settlement of the claim, provided that:

9.1.1 the Company is given full control of any proceedings or negotiations in connection with any such claim;

9.1.2 the Customer shall give the Company all reasonable assistance for the purposes of any such proceedings or negotiations;

9.1.3 except pursuant to a final award, the Customer shall not pay or accept any such claim, or compromise any such proceedings without the consent of the Company (which shall not be unreasonably withheld);

9.1.4 the Customer shall do nothing which would or might vitiate any policy of insurance or insurance cover which the Customer may have in relation to such infringement, and this indemnity shall not apply to the extent that the Customer recovers any sums under any such policy or cover (which the Customer shall use its best endeavours to do);

9.1.5 the Company shall be entitled to the benefit of, and the Customer shall accordingly account to the Company for, all damages and costs (if any) awarded in favour of the Customer which are payable by or agreed with the consent of the Customer (which consent shall not be unreasonably withheld) to be paid by any other party in respect of any such claim; and

9.1.6 without prejudice to any duty of the Customer at common law, the Company shall be entitle to require the Customer to take such steps as the Company may reasonably require to mitigate or reduce any such loss, costs or expenses for which the Company is liable to indemnify the Customer under this clause.

10 INSOLVENCY OF CUSTOMER

10.1 This clause applies if: 10.1.1 the Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or

10.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer; or

10.1.3 the Customer ceases, or threatens to cease, to carry on business; or

10.1.4 the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.

10.2 If this clause applies then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Customer, and if the Services have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

12 GENERAL

12.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to the other party at its registered office or principal 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.

12.2 No waiver by the Company of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.

12.3 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.

12.4 Any dispute arising under or in connection with these Conditions or the sale of the Services shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party by the President for the time being of the Telecommunications Industry Association, in accordance with the rules of that Association.

12.5 The Contract shall be governed by the laws of England.

1. “Personal Data” is any data that identifies You. The Personal Data which You supply to Us You agree will
be true, complete and accurate in all respects and You agree to notify Us immediately of any changes to
that. We will deal with Your Personal Data in compliance with the current UK data protection legislation.
Please note this applies only to Plum websites and not to other companies’ or organisations’ websites to
which We link.
2. Personal Data will be collected, processed and used by Us for the purposes of providing Plum services to
You and the other purposes mentioned below. Personal Data may also be processed and used by such
other organisations on our behalf for the purpose of providing Plum services to You. The use of
information will remain under the control of Plum at all times.
3. We encourage You to tell Us what Your preferences are for using Your Personal Data for marketing
purposes.
4. We only send email and text messages to You about new products and services which We consider may be
of interest to You only if You have given Us permission to do so.
5. We may collect Personal Data about Your usage of the services on the Plum website in order to provide a
service to meet Your needs.
6. We may hold Personal Data relating to the transactions You enter into with Us or others through Plum
websites. We will disclose Personal Data to a party to the transaction, but only to assist Your transaction.
We may use Personal Data to let You know about products and services that may be of particular interest
to You.
7. If You have any questions about the handling or protection of Your Personal Data or Your rights under this
Online Agreement please contact write to Plum Communications Limited, Earl Business Centre, Dowry
Street, Oldham OL8 2PF.
8. Plum may disclose Your Personal Data acting in good faith if it believes such action is necessary: to
conform to a legal requirement or comply with the legal process, protect and defend the rights or property
of Plum, enforce this Online Agreement, or act to protect the interests of its users.
9. Cookies – A cookie is a text file that is saved on your hard disk by a website and is used to identify your
computer whenever you visit that website. Cookies cannot be used to run programs or deliver viruses to
your computer. We use cookies to help you save time and provide you with a more personalised service.

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