AUTODATA PRODUCTS LTD TERMS AND CONDITIONS OF SALE

THESE TERMS AND CONDITIONS (“AGREEMENT”) APPLY TO YOUR ORDER AND PURCHASE OF HARDWARE, SOFTWARE, THIRD-PARTY BRANDED SERVICES AND SUPPORT, AND AUTODATA PRODUCTS LTD (“AUTODATA”) SKUABLE SERVICES (COLLECTIVELY, “PRODUCTS”) SOLD BY AUTODATA.

You accept the terms and conditions of this Agreement, unless you have a separate purchase agreement signed by both your company and Autodata, in which case, that separate agreement will govern our relationship in place of this Agreement. Autodata may, from time to time and at its sole option, revise this Agreement without notice by posting the revised agreement on its www.autodata.co.uk website (“Website”). The Agreement posted on the Website at the time Autodata accepts your order will govern your purchase of Products.

1. ACCURACY OF DATA AND CORRECTIONS
1.1 Autodata obtains certain data directly from the relevant manufacturer, publisher or supplier of Products and is not responsible for pricing, typographical or other errors in any such data.
1.2 Availability of third party Products are subject to change without notice. Autodata reserves the right to cancel orders related to such errors, discontinuation or unavailability of Products, and to correct the Website at any time, including pricing errors not detected until after Autodata’s confirmation or e-mail response.

2. PRICES AND PAYMENT TERMS
2.1 Prices are subject to change at any time prior to Autodata’s acceptance of your order. Payment terms are at Autodata’s sole discretion and all orders are subject to Autodata’s credit approval.
2.2 You must provide appropriate credit references upon request and authorise us to obtain credit history from such references. You agree to pay the total purchase price for the Products, plus tax and shipping (to the extent shipping is not prepaid by you, including shipping charges billed to Autodata as a result of using your carrier account number or a carrier selected by you).
2.3 Invoices are due and payable within the time frame and in the currency specified on the invoice, measured from the date of invoice.
2.4 You agree to pay interest on all overdue amounts at the lower of one and one-half percent (1.5%) per month or the maximum rate allowed by law. You will be responsible for Autodata’s costs of collection for any payment default, including, but not limited to, court costs, filing fees and debt collection’ fees. In addition, if payments are not received as described above, Autodata reserves the right to suspend further deliveries until payment is received. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment.
2.5 You shall pay all amounts due in full without any deduction or withholding except as required by law and you shall not be entitled to assert any credit, set off or counterclaim against Autodata in order to justify withholding payment of any such amount in whole or in part.

3. CREDITS
You must expend or apply any credits issued to you by Autodata for any reason within two years from the date the credit is issued. If not used within such period, credits will automatically expire.

4. TAXES
Sales, use and excise taxes and all similar taxes and duties, (excluding taxes based on Autodata’s income, assets or net worth), are solely your responsibility. If requested, you agree to provide Autodata with a tax exemption and indemnity certificate, which will be subject to review and acceptance by Autodata.

5. DELIVERY, TITLE, RISK OF LOSS
5.1 Autodata will use commercially reasonable efforts to meet requested delivery times but does not guarantee delivery by a stated time and is not responsible for any damages due to delays or the failure to meet a stated delivery schedule. All dates quoted for delivery are approximate only and the time of delivery is not of the essence.
5.2 Autodata reserves the right to make deliveries in installments. Delay in delivery of one installment will not entitle you to cancel other installments.
5.3 Products shipped to public sector customers will be delivered to you FOB Destination, freight prepaid and added.
5.4 Title and risk of loss shall pass to you when Products are delivered. Autodata is not responsible for insuring shipments, nor for any loss or damages to Products during shipment and recommends you obtain insurance for such shipments. Notwithstanding anything in this paragraph, title to software Products remain with the applicable licensor(s), and your rights and obligations related to the software are contained in the license agreement between you and the relevant licensor(s). You grant a security interest to Autodata in all Products purchased under this Agreement to secure payment in full. Additionally, you grant Autodata a power of attorney to execute and file a financing statement or other documents that are necessary to perfect Autodata’s security interest. Autodata’s security interest shall terminate when Autodata has received all amounts due for the Product(s).

6. LIMITED WARRANTY.
6.1 PRODUCTS MANUFACTURED, PUBLISHED OR PROVIDED BY THIRD PARTIES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT REPRESENTATION OR WARRANTY BY AUTODATA OF ANY KIND, EITHER EXPRESS OR IMPLIED. You shall have the benefit of, to the extent available, any manufacturer’s/publisher’s/supplier’s written warranties associated with third party Products purchased from Autodata.
6.2 Although third-party services and support are considered “Products” and you may purchase such services through Autodata, Autodata is not obligated to provide the services or support.
6.3 Autodata accepts no liability for any claims arising out of any act or omission, including negligence, by your third-party service provider; and any amounts associated with third party services, including but not limited to taxes, will be collected solely in our capacity as an independent reseller of such Products.

7. DISCLAIMER OF WARRANTY.
THE FOREGOING WARRANTIES ARE YOUR SOLE AND EXCLUSIVE REMEDIES. AUTODATA DISCLAIMS ALL OTHER WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. No agent or employee of Autodata or any other party is authorised to make any warranty in addition to those made in this Agreement.

8. LIMITATIONS ON — USE.
8.1 If Products purchased under this Agreement are intended for export, they may be subject to export regulations. You accept full responsibility for and agree to comply fully with all export regulations, including obtaining export licenses. The export of Products may also alter or void the manufacturer’s or publisher’s warranty.
8.2 PRODUCTS OFFERED BY AUTODATA ARE NOT DESIGNED FOR — USE IN LIFE SUPPORT, LIFE SUSTAINING, NUCLEAR SYSTEMS OR OTHER APPLICATIONS IN WHICH FAILURE OF SUCH PRODUCTS COULD REASONABLY BE EXPECTED TO RESULT IN PERSONAL INJURY, LOSS OF LIFE OR CATASTROPHIC PROPERTY DAMAGE. — USE IN ANY SUCH APPLICATIONS IS AT YOUR SOLE RISK.

9. LIMITATION OF LIABILITY.
9.1 AUTODATA WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF INCOME, PROFITS, DATA, OPERATIONAL EFFICIENCY, — USE OR INFORMATION, ARISING UNDER THIS AGREEMENT REGARDLESS OF THE FORM OF ACTION OR THEORY OF RELIEF, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 Any liability for direct damages arising under this Agreement, regardless of the form of action or theory of relief, is limited to the purchase price of the Products. No action arising out of the transactions under this Agreement may be brought by you more than one (1) year after the damage, loss or expense occurred. Autodata is not liable for any claim made by a third party or made by you on behalf of a third party.

10. TERMINATION.
10.1 You may cancel your order (unless the order has been previously notified by Autodata as non-cancellable) for Products at no charge up to five (5) business days prior to scheduled shipment upon written notice to Autodata, unless such Products have been modified or otherwise reconfigured in accordance with your specifications.
10.2 Cancellation shall not relieve your duty to pay for Products shipped, services performed or expenses incurred by Autodata prior to such notice. If an order is cancelled prior to shipment, your sole remedy and Autodata’s sole obligation will be a full refund of the purchase price paid for the Products. Cancellation of orders following shipment must be made in accordance with the return policies of the manufacturer, publisher or supplier of the Products.

11. CUSTOMER’S INSOLVENCY
If you become subject to any insolvency event or your financial position deteriorates to such an extent that in Autodata’s opinion you cannot adequately fulfil your obligations, then, without limiting any other right or remedy available to Autodata, Autodata may cancel or suspend all further deliveries under the Agreement or under any other contract between the parties without incurring any liability to you, and all outstanding sums in respect of Products delivered to you shall become immediately due.

12. GOVERNING LAW.
This Agreement shall be governed by the laws of England & Wales. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. You are responsible for compliance with local laws, if and to the extent local laws are applicable. Both parties to this Agreement specifically agree to submit to the exclusive jurisdiction of, and venue in, the English courts.

13. ASSIGNMENT.
13.1 Autodata may assign or subcontract all or any portion of its rights or obligations with respect to the sale of Products and/or assign the right to receive payments without your consent. You may not assign this Agreement or any of its rights or obligations without the prior written consent of Autodata.
13.2 Subject to the restrictions in assignment contained in this provision, this Agreement will be binding on and inure to the benefit of the parties hereto and their successors and assigns.

14. FORCE MAJEURE.
Autodata will not be liable for failure to fulfil its obligations under this Agreement or for delays in delivery or performance due to causes beyond its reasonable control. Autodata’s time for performance of any such obligation will be extended for the time period of such delay, or Autodata may, at its options, cancel any order or remaining part thereof, without liability, upon notice to you.

15. MISCELLANEOUS.
15.1 No provision of this Agreement may be waived, amended or modified by either party except by a written agreement signed by both you and Autodata. Any delay or failure by either party to exercise any right or remedy will not constitute a waiver of that party to thereafter enforce such rights.
15.2 The relationship between Autodata and you is that of independent contractors and not that of employer/employee, partnership or joint venture.
15.3 If any part of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable, all other parts will still remain in effect.
15.4 Notices to be provided under this Agreement must be in writing and will be deemed received upon the earlier of: 1) actual receipt; 2) three (3) days after mailing, if mailed postage prepaid by regular mail or airmail; or 3) one (1) day after such notice is sent by courier, email or facsimile transmission. The terms and conditions applicable to all returns are set forth in Autodata’s Return Policy. Terms in effect at the time of the Products’ purchase shall apply to any requested returns.

16. ENTIRE AGREEMENT.

This Agreement constitutes the entire agreement between us regarding this purchase of Products from Autodata and supersedes and replaces any previous communications, representations or agreements, as well as any terms which may be implied by trade, custom, practice or course of dealing. Any additional or different terms or conditions contained in any purchase order or other documents provided by you are considered material alterations to this Agreement, expressly rejected and will not be binding upon Autodata.

Schedule 1: Autodata Return Policy

A. Policy. Unless you have a separate written agreement with Autodata, the return of hardware and software purchased from Autodata (collectively, “Products”) are subject to specific manufacturer, publisher or distributor terms and restrictions. Such suppliers may provide limited or no returns of Products. If the supplier accepts returns, you may return Products and Autodata will assist in their replacement or grant you a credit against future purchases in an amount equal to the original purchase price and freight paid for the Products less any applicable restocking fees. You are responsible for shipping charges and risk of loss on all return shipments. Returns are also subject to the rights of return processes below. If you fail to return Products within the applicable return policy period or if the Products don’t meet the rights of return and processes under this Return Policy, the Products are considered accepted by you and not returnable.

B. Rights of Return:

Permitted Product Returns.

Hardware: If permitted by the manufacturer’s return policy, hardware, accessories, peripherals and parts may be returned if: 1) the packaging is unopened and still in the manufacturer’s sealed package, and 2) returned within 30 days from the date of shipment.

Software: Software may be returned if permitted by the publisher’s return policy, if the publisher does not allow the return of software, you may not return the software to Autodata.

Damaged Products. Packages that are obviously damaged should be refused at the time of original delivery attempt. If damaged Products are accepted from the carrier, contact Autodata’s Customer Services within 7 days after receipt of shipment to arrange for a carrier inspection and a pickup of the damaged Products. All damages should be noted on the carrier delivery record prior to the driver leaving your premises. Please save the Products and all original box and packaging. Timely receipt of this information is necessary to file a damage claim with the freight carrier and avoid delays in returns and replacements.

Order Discrepancies. All order discrepancies (shortages, mislabelled Products or overages) must be reported to Autodata’s Customer Services Department within 5 days of receipt of shipment.
• Defective/Dead on Arrival (DOA). Report DOAs to Autodata’s Customer Services Department within 10 days of receipt of shipment. Some manufacturers and publishers require DOAs to be handled directly through them. In such cases, Autodata’s Customer Services department will provide the manufacturer’s contact information.
• Non Returnable Products (not all inclusive). The following Products cannot be returned to Autodata:
– Discontinued items
– Special order items
– Items for which manufacturers will not accept returns
– Custom configurations of systems
– Open units, and/or units which require re-packaging
– Units in an unsuitable resale condition
– Closeout, remanufactured and refurbished Products

C. Process.

All returns must have an Autodata return material authorisation (“RMA”) number. If the return meets Autodata’s return guidelines, you may obtain a RMA number by the following:

In order to expedite a return, please have the following information on hand when requesting an RMA number: Client Account Number, Invoice Number, Part Number, Serial Number (if applicable), and the nature of the issue and whether the manufacturer’s seal has been broken.

Once the RMA number is issued, please note:

• RMA numbers issued by Autodata are good for 7 business days only. Products authorised for return must be received within such time period at the facility identified on your RMA instructions.
• RMA numbers cannot be extended or re-issued.
• Clearly mark each address label of each package being returned with the RMA number. DO NOT WRITE ON THE VENDOR’S BOX.
• Autodata strongly recommends using a reputable shipping carrier capable of providing proof of delivery, as well as properly packing and fully insuring return shipments.
• All returns MUST be 100% complete and contain:
– ALL original boxes and packing material;
– Have original UPC codes on the manufacturer’s or publisher’s boxes; and
– Contain all blank warranty cards, accessories and documentation provided by the manufacturer or publisher.

Incomplete returns may be returned to sender or subject to a minimum 25% restocking fee at Autodata’s sole discretion.