Rayware Ltd - Terms and Conditions

8.3 Where the Company accepts any claim for breakages, shortages or defects brought to its attention under Clause 8.1, it shall either (at its option) replace the Goods or allow the Customer credit in respect of the Goods which are the subject of the claim.

8.4 The Company shall have no liability for breakages, shortages or defects in any Goods that would be apparent on any reasonable inspection unless the same are brought to the Company's attention within the period stated in Clause 8.1.

9

Force Majeure

The Company shall not be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from a Force Majeure Event. In such circumstances the Company party shall be entitled to a reasonable extension of the time for performing such obligations.

10

Termination

10.1 The Company shall be entitled to immediately terminate the Contract by written notice and, without prejudice to its other rights or remedies, recover from the Customer any loss for damage it incurs, where: -

10.1.1 the Customer fails to collect or take delivery of any Goods within thirty days from the agreed collection or delivery date; or

10.1.2 the Customer defaults on or commits a breach of any of its obligations under the Contract or any other agreement with the Company; or

10.1.3 distress or execution of any other legal process shall be levied upon any of the Customer's property, goods or assets; or

10.1.4 the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

10.1.5 the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or

10.1.6 the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

10.2 Without limiting its other rights or remedies, the Company may suspend provision of the Goods under the Contract or any other contract between the Customer and the Company if the Customer becomes subject to any of the events listed in Clause 10.1.3 to Clause 10.1.6 (inclusive), or the Company reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract, or any other contract with the Company, on the due date for payment or any.

10.3 Without limiting its other rights or remedies, the Company may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

10.4 On termination of the Contract for any reason the Customer shall immediately pay to the Company all of the Company's outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Company shall submit an invoice, which shall be payable by the Customer immediately on receipt.

10.5 Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

10.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

11

Quality

11.1 Subject to Clause 11.3, the Company warrants that on delivery or collection, and for a period of 12 months from the date of delivery or collection ( Warranty Period ), the Goods shall:

11.1.1

conform in all material respects with their description and any applicable Specification; and

11.1.2 be free from material defects in design, material and workmanship not caused by fair wear and tear, damage in transit or accident.

11.2

Subject to Clause 11.311.3, if:

11.2.1 the Customer gives notice in writing to the Company during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in Clause 11.1;

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