"I am more than happy to have chosen QDOS. The system performs extremely well, as it's clearly one of the best available." - Antec International Limited

1. These Conditions

(1) In these terms and conditions the word 'QDOS' means QDOS Communications Limited, the words 'the customer' shall mean the person, firm or company purchasing or agreeing to purchase goods or services from QDOS, the words 'these conditions' shall mean the terms and conditions of sale set out herein and the word 'goods' shall mean all equipment, spare parts, other goods, repairs or services to be provided to the customer by QDOS.

(2) All agreements by which QDOS agrees to supply goods and services to the Customer shall be subject to these Conditions notwithstanding any variation or attempted variation of these Conditions the making of an order by the Customer for the goods or services supplied by QDOS shall for all purposes to deemed to be acceptable by the Customer of these Conditions to the exclusion of any other terms and conditions. Any brochure in which these Conditions are incorporated shall constitute an invitation to treat by QDOS and any order placed by the Customer shall constitute an offer for goods incorporating these Conditions made by the Customer which QDOS in its discretion accept in writing or by telephone, fax or e-mail. No cancellation of an order by the Customer shall be valid unless made in writing and accepted in writing by QDOS.

(3) No variation of these Conditions is permitted unless expressly accepted in writing by a Director of QDOS.

2. The Goods

(1) Subject to the warranty contained in Clause 6(1), all descriptions, drawings and particulars relating to the goods in any catalogues, leaflets, brochures or other documents are for illustrative purposes only and do not form part of the agreement between QDOS and the Customer. All representations as to performance of the goods are based on information supplied by the manufacturer of the goods and relate to their performance in normal conditions and when used correctly.

(2) Unless otherwise expressly agreed, goods supplied will be in accordance with manufacturer's normal designs and specifications current at the date of manufacture or delivery and the supply by QDOS of goods differing from any contractual or pre-contractual specifications or descriptions shall not be a breach of the agreement between QDOS and the Customer insofar as the goods are if approximately equivalent performance to the goods referred to in such specifications or descriptions.

3. Delivery, Installation and Risk

(1) Unless otherwise expressly agreed, the cost price shown in the quotation or current price list of QDOS is exclusive of value added tax and of the cost of packing and carriage will be charged at QDOS normal rates.

(2) The time for delivery or installation of the goods are not of the essence. The agreed dates for delivery or installation are estimates only and a failure by QDOS to comply with them shall not be a breach of these Conditions.

(3) The Goods shall be at the customers risk at the time of delivery or installation, or, if the customer has requested that he has arranged the collection of the goods, at his risk on the date that QDOS has notified the customer that the goods are ready for collection.

(4) Where the goods are installed by the Seller it is the Buyer's responsibility to obtain, 'make available' and pay all licenses, permits, wayleaves, easements, mains electric power supply, conduits, sockets and such like as are necessary for the installation of the goods by the agreed date for the commencement of the installation and to provide all the necessary access, information and co-operation to enable the installation to proceed from that date.

(5) The Customer is required to inspect the goods on receipt and to notify QDOS of any defects or complaints within 7 days.

(6) If any payment due to QDOS is overdue or if the Customer ceases to trade or enters into any arrangement with its creditors or shall become insolvent or has a receiver or administrative receiver appointed or a petition is presented or a resolution passed for the winding up of the Customer (if the Customer is a Company) other than for the purpose of a solvent reconstruction or amalgamation previously notified to QDOS, the Customer shall then be deemed to have repudiated any agreements it may then have with QDOS who shall be entitled (without prejudice to any other rights or remedies available to it) to stop any goods in transit and to cancel any further deliveries.

4. These Conditions

(1) Notwithstanding risk in the goods passes to the Customer in accordance with clause 3(3) of these Conditions the goods shall remain the sole and absolute property of QDOS and title to legal and equitable ownership of the goods shall not pass to the Customer until payment is received by QDOS of all monies due from the Customer to QDOS in respect of all goods supplied by QDOS to the Customer and the Customer acknowledges that until such payment in full it is in possession of the goods solely as a fiduciary for QDOS.

(2) The Customer is licensed by QDOS to use or to agree to sell the goods provided that the entire proceeds of any sale of such goods are held in trust for QDOS and are not mixed with other monies or paid into an overdrawn bank account and shall at all times be identifiable as QDOS money.

(3) Until title to the goods passes to the Customer the goods shall be kept separate and distinct from all other property of the Customer and of third parties and in good condition and stored in such a way as to be clearly identifiable as belonging to QDOS and the Customer will not cause or permit or suffer any labels badges serial numbers or other means of identification of the goods to be removed or obscured.

(4) QDOS may for the purpose of recovering its goods enter upon any premises where they are stored or where they are reasonably thought to be stored and may repossess the same.

5. Price and Payment

(1) Unless otherwise expressly agreed, the price payable on delivery of the goods with invoice. If the Customer does not take delivery when requested, the price is payable 7 days after QDOS has requested the Customer to take delivery, together with a 15% charge for the care and storage of the goods.

(2) Time for payment is of the essence and if payments is not made within 30 days from the date of invoice QDOS may require the Customer to pay 2.5% interest above the prevailing Bank Rate per month from the date of invoice compounded monthly until payments is received in full.

(3) If payment should not be made in 30 days QDOS will be entitled to charge (in addition to interest and any legal costs ordered by the Court and without prejudice to any other rights or remedies available to QDOS) the sum of £100 plus VAT by way of liquidated damages and as a contribution to the administrative costs incurred by QDOS in taking steps to secure payment.

(4) Unless otherwise stated, all payments are to be made in Sterling to QDOS address as stated on the invoice.

(5) Where any agreement to supply goods provides to be delivered by instalments which are to be separately paid for, such agreement shall not be severable and failure by the Customer to pay for or accept delivery of any instalment by the due date shall entitle QDOS to it's option to treat the whole agreement with the Customer as repudiated.

(6) The price may be increased by QDOS at its discretion to take account of fluctuations in exchange rates or increases in the cost of the goods to it or taxes or otherwise.

(7) The price shall be payable without any deduction, retention, set-off or discount.

6. Warranty and Liability of QDOS

(1) QDOS undertakes to remedy free of charge by repair or replacement any defects in the goods covered under the manufacturers guarantee provided that the Customer notifies QDOS promptly of such defect and where the Customer arranges for the prompt return to QDOS of the defective goods at the Customers risk and expense.

(2) Save as herein specifically provided and save to the extent that the same cannot by statuate be excluded all conditions and warranties or representations express or implied statutory or otherwise in relation to the goods are hereby excluded. Nothing in this clause 6(2) of these conditions shall exclude the undertakings implied by section 12 of the Sale of Goods Act 1979.

(3) QDOS does not exclude liability in respect of death or personal injury which results from the negligence of QDOS, it's employees, agents or sub-contractors.

(4) QDOS shall not be liable for any financial consequential or indirect loss suffered by the Customer or any third party whether such loss arises from breach of a duty in contract or tort or in any other way including without limitation to the generality of this exclusion, loss of profits, economic loss, loss of goodwill, loss of contracts, loss of data, damage to the property of the Customer or anyone else (other than damage caused by the negligence of QDOS or any of it's employees, agents or sub-contractors) and personal injury to the Customer or anyone else (except so far as such injury is attributable to QDOS' negligence).

(5) To be valid any claim against QDOS whether in contract or in tort must be brought within two years of the date of invoice and any such claim shall be limited to any amount by way of liquidated damages equal to the invoice value of the goods in respect of which the claim is made.

7. Force Majeure

QDOS shall not be liable to the customer for any failure to perform it's obligations due to any circumstances beyond it's control (including without limitation strikes, lock-outs, industrial disputes, failure or power supply delays caused by British Telecommunications PLC or any other person, firm or company delays caused by any manufacture of the goods, riots, civil disturbances, war or war like activity, embargoes, fire, explosion, flood or natural causes) and in such event QDOS may elect that the time for performance shall be extended until such time as QDOS can reasonable effect performance.

8. Waiver

If the Customer shall be in breach of any of these conditions then failure by QDOS to require the Customer to rectify the same shall not create any assumption that such a breach has been waived by QDOS.

9. Notices

All demands, notices and other communications shall be in writing and addressed to QDOS at its address shown in invoices delivered by it and to the Customer at the address given by it for delivery of invoices (or as subsequently notified by one to the other in writing) and shall be deemed to be duly given or made by letter 48 hours after being posted by first class postage pre-paid or if delivered by hand the time of delivery or if given or made by telex when the Sender shall receive the answer back of person to whom it was sent.

10. Law and Jurisdiction

These conditions shall be governed by and constructed in accordance with English law.