Terms & Conditions

1. DEFINITION
(i) "Ivojo Multimedia" means Ivojo Multimedia Ltd. of Newton Cross, Hayscastle,
Haverfordwest, Pembs, SA62 5HS or any subsidiary or associated company.
(ii) "Customer" the person, firm or company who or which has agreed to purchase
products from Ivojo Multimedia and whom Ivojo Multimedia may agree to supply
Products in accordance with these terms and conditions.
(iii) "Products" and "Goods" means goods or services to be provided by Ivojo
Multimedia to the Customer in accordance with these terms and conditions.

2. The conditions of business shall apply to all sale and purchase transactions
between Ivojo Multimedia and the customer. No terms and conditions put forward
by the customer in conflict with these terms and conditions shall be
incorporated into the contract unless separately agreed in writing and signed
on behalf of Ivojo Multimedia by a representative of Ivojo Multimedia.

2.2 Any quotation submitted by the customer is an invitation to treat, not an
offer. The placing of an order by the customer in writing shall constitute and
offer and a Contract shall be effected if and when such offer is accepted
by Ivojo Multimedia and not at any earlier time. Ivojo Multimedia will only
accept offers subject to these conditions of business.

3. All times quoted for dispatch or delivery dates are estimated only and,
while Ivojo Multimedia will use all reasonable endeavours to ensure it
complies with any estimates given, Ivojo Multimedia will not be liable for
any failure to comply with such estimate or for any direct or consequential
loss resulting therefrom.

4. Subject to any provisions of these conditions, the contract may not be
cancelled without any prior written consent of Ivojo Multimedia which will only
be given on terms that Ivojo Multimedia is to be indemified against any loss
incurred up to the date of such cancellation. In the event that the customer
cancels the contract the customer shall as regards any goods that are the
subject of the contract reimburse Ivojo Multimedia the amount or amounts of any
work undertaken, time expended and costs incurred in connection with the customers
order, together with any reasonable profit margin.

5. (i) All advertising literature, including catalogues, price lists and the
world wide web as used by Ivojo Multimedia are intended only as an indication as
to the price and range of goods offered and no prices, descriptions or other
particulars contained therein shall be binding on Ivojo Multimedia.
(iv) All prices are exclusive of and subject to Value Added Tax and any similar
taxes except otherwise stated. All such taxes are payable by the Customer and
will be applied in accordance with UK legislation in force at the tax point date.

6. (i) Invoices will be raised and dated by Ivojo Multimedia on the date of
dispatch of the Products. Unless otherwise specifically requested and agreed,
invoices will be payable by the Customer by the date of invoice. Payments which
are not received when payable will be considered overdue and remain payable by
the Customer together with interest for late payment from the date payable at
the rate of 4% per annum above the base rate for the time being of Barclay's Bank
plc. Such interest shall accrue on a daily basis and be payable on demand after as
well as before judgment.
(ii) Title to all goods will pass to the customer only when all outstanding
payments are made in full. The property of the goods agreed to be sold to the
customer by Ivojo Multimedia shall not pass to the customer until Ivojo Multimedia
has received cash or cleared funds payment of the price of the goods together
with any taxes and charges due.
(v) Until such time as the property in the Products passes to the Customer (and
provided the Products are still in existence and not been resold),Ivojo Multimedia
shall be entitled at any time to require the Products be delivered to Ivojo
Multimedia and, if the Customer fails to do so forthwith, to enter upon any
premises of the Customer or any third party where the Products are stored and
repossess the Products.
(vi) The Customer's power of sale or right to use such Products shall immediately
cease if an Administrative receiver is appointed over all or any part of its assets
or if it adjudicated bankrupt or enters liquidation whether compulsory or voluntary,
or if the Customer makes an arrangement with its creditors, or generally becomes
unable to pay its debts within the meaning of the Insolvency Act 1986.
(vii) On termination of the Company's power of sale or right to use the Products
the Customer will immediately hold the Products to the order of Ivojo Multimedia.
(viii) The Customer shall not be entitled to pledge or in anyway charge by way of
security for any indebtness any of the Products which remain the property of Ivojo
Multimedia, but if the Customer does so, all monies owing by the Customer to Ivojo
Multimedia shall (without prejudice to any other right or remedy of the seller)
forthwith become due and payable .
(ix) Ivojo Multimedia reserves the right to cease supplies of Products to the Customer
at any time. On such cessation of supplies, Ivojo Multimedia reserves the right to
withdraw any credit facility such that the whole of the Customer's account becomes
due for payment forthwith.
7. (i) Ivojo Multimedia will not be liable in respect of any loss or damage caused
by or resulting from any variation for whatsoever reason in the manufacturer's
specifications or technical data and will not be responsible for any loss or damage
resulting from curtailment or cessation of supply following such variation. Ivojo
Multimedia will use its reasonable endeavours to advise the Customer of any such
impending variation as soon as it receives any such notice thereof from the manufacturer.
(ii) Unless otherwise agreed, the Products are supplied in accordance with the
manufacturer's standard specifications as these may be improved, substituted or
modified. Ivojo Multimedia reserves the right to increase its quoted or listed price,
or to charge accordingly in respect of any orders accepted for Products of non-standard
specifications and in no circumstances will it consider cancellation of such orders
or the return of such orders.
BUSINESS CUSTOMERS
8. (i) Ivojo Multimedia reserves the right to levy a 25% administration charge in
respect of the rotation of Products and returns.
(ii) Returns must be made subject to the following:
(a) prior authority having been obtained from Ivojo Multimedia which will be given at
Ivojo Multimedias sole discretion;
(b) within 7 days of the date of the invoice;
(c) the Products must be properly packed;
(d) the Products must be in a saleable condition;
(e) the Products must be accompanied by a list;
(f) the Product is still covered by warranty (see section 11).
(iii) Ivojo Multimedia reserves the right to reject any Products which do not comply
with the conditions set out in clause 10.2.
(iv) If Ivojo Multimedia nevertheless agrees to accept any Products returned which
are not in a saleable condition, Ivojo Multimedia reserves the right to charge the cost
to the Customer of bringing the Products into a saleable condition.
PRIVATE CONSUMERS
9.If you are a consumer then you have the right, in addition to other rights, to cancel
the contract and receive a refund so long as notice is given in writing, including fax
or email. The product must be complete, unused and in "as new" condition (E.g., if you
have opened the box to examine the product you must have done so without damaging or
marking the product or packaging in any way). You must inform us in writing, quoting
your invoice number, within 7 working days starting the day after the goods are
delivered to you. You must return the goods to us at your cost or alternatively we
will collect the goods at your cost. Should you choose to return the goods we advise
you to adequately insure against loss or damage whilst in transit. Ivojo Multimedia
Ltd. reserves the right to reject returned goods if they are used or not saleable
as new.
10.(i) Ivojo Multimedia warrants that it has good title to or license to supply all
Products to the Customer.
(ii) If any part of the hardware Products should prove defective in materials or
workmanship under normal operation or service, such Products will be repaired or
replaced only in accordance with any warranty cover or terms as provided by the
manufacturer of the Products PROVIDED THAT no unauthorized modifications to the
Product or to the system of which the Product forms part have taken place. Ivojo
Multimedia is not responsible for the cost of labour or other expenses incurred in
repairing defective or non-conforming parts.
(iii) If the Products are rejected by the Customer as not being in accordance with
the Customer's order pursuant to clause 11.2 or 11.3, Ivojo Multimedia will only
accept the return of such Products provided that it receives written notification
thereof giving detailed reasons for rejection. Ivojo Multimedia will not consider any
claim for compensation, indemnity or refund under liability, if any, has been established
or agreed with the manufacturer and where applicable the insurance company. Under no
circumstances shall the invoiced Products be deducted or set off by the Customer until
Ivojo Multimedia has passed a corresponding credit note.
(iv) EXCEPT AS SPECIFICALLY SET OUT IN THIS CLAUSE 11, IVOJO MULTIMEDIA DISCLAIMS
AND EXCLUDES ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE,
INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF DESCRIPTION,DESIGN, SATISFACTORY QUALITY
AND FITNESS FOR A PARTICULAR PURPOSE,OR ARISING FROM ANY PREVIOUS COURSE OF DEALING,USAGE
OR TRADE PRACTICE.
11.(iii) Ivojo Multimedia disclaims and excludes all liability to the Customer in
connections with these terms and conditions including the Customer's use of the Products
and in no event shall Ivojo Multimedia be liable to the Customer for special, indirect or
consequential damage including but not limited to loss of profits arising from loss of data
or in connection with the use of the Products. All terms of any nature, express or implied,
statutory or otherwise, as to correspondence with any particular description or sample ,
fitness for purpose or merchantability, are hereby excluded.
(iv) The Customer shall indemnify and defend Ivojo Multimedia and its employees in respect
of any claims by third parties which are occasioned by or arise from any Ivojo Multimedia
performance or non-performance pursuant to the instructions of the Customer or its authorized
representative.
12. This agreement may be terminated forthwith by notice in writing:
(i) By Ivojo Multimedia if the Customer fails to pay any sums due hereunder by the due date
notwithstanding the provisions for late payment as in clause 7.i.
(ii) If either party fails to perform any of its obligations under this Agreement and such
failure continues for a period of 14 days after written notice thereof, by the other party.
(iii) If either party is involved in any legal proceedings concerning its solvency,
or ceases trading, or commits an act of bankruptcy or is adjudicated bankrupt or enters
liquidation, whether compulsory or voluntary, other than for the purposes of an amalgamation
or a reconstruction, or makes an arrangement with creditors or petitions for an administration
order or has a Receiver or Manager appointed over all or any part of its assets or generally
becomes unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986,
then without prejudice to any other rights or remedies available to it, the other party
shall have the right to terminate this Agreement forthwith.
(iv) Any termination of this Agreement pursuant to this clause shall be without prejudice
to any other rights or remedies a party may be entitled to hereunder or at law, and shall
not affect any accrued rights or liabilities of either party.
13. (i) No forbearance, delay, indulgence by either party in enforcing its respective rights
shall prejudice or restrict the rights of that party, and no waiver of any such rights or of
any breach of any contractual terms shall be deemed to be a waiver of any other right or any
later breach.
(ii) The Customer agrees not to assign any of its rights herein without the prior written
consent of Ivojo Multimedia.
(iii) In the event of any of these terms and conditions or any part of them being judged
illegal or unenforceable for any reason, the continuation in full force and effect of the
remainder of them shall not be prejudiced.
(iv) Neither party shall be liable to the other for any delay in failure to perform its
obligations hereunder (other than a payment of money) where such delay or failure results
from force majeur, act of God, fire, explosion, accident, industrial dispute or any cause
beyond its reasonable control.
(vi) Any documents or notices given hereunder by either party to the other must be in writing
and may be delivered personally or by recorded delivery or registered post and in the case
of post will be deemed to have been given 2 working days after the date of posting.
Documents or notices shall be delivered or sent to the addresses of the parties on the first
page of this Agreement or to any other address notified in the normal course of trading in
writing by either party to the other for the purpose of receiving documents or notices after
the date of this Agreement.
(vii) These terms and conditions shall be construed in accordance with English Law.

Ivojo Multimedia Ltd.
http://www.ivojo.co.uk
Online Store: interactive-av.co.uk
Local Rate Numbers
Tel: (0845) 126 0530 Fax: (0845) 126 0535
Standard rate: Tel 01348 840080 Fax 01348 841081

Last Updated: 28 November 2008