The following terms and conditions ("the Conditions") are the terms on which Omni Tracking Systems sells products and services and supersedes all other terms and conditions relating to the subject matter of these Conditions:

1 DEFINITIONS

1.1 “Seller” means Omni Tracking Systems.

1.2 “Buyer” means the purchaser or lessee of the Goods.

1.3 “Goods” means the articles or services that the Buyer agrees to purchase or lease from the Seller.

1.4 "Terms and Conditions" means the terms and conditions of purchase set out in this document.

1.5 To the extent of any conflict between these Terms and Conditions and the Special Conditions, the Special Conditions apply.

1.6 Reference to any Clause is to a clause of these Terms and Conditions.

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

2 CONDITIONS

2.1 Contracts of sale made by the Seller shall incorporate these terms and conditions that shall prevail over any documents or communications from the Buyer.

2.2 Acceptance of Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Terms and Conditions.

3 PRICE AND PAYMENT

3.1 The price (exclusive of VAT, if applicable, or any analogous sales tax, carriage, freight, postage or insurance costs)) for the Goods ("the Price") shall be the price as stated on the list maintained by the Seller detailing prices of the Goods as amended by the Seller from time to time, or such other price as the parties may agree in writing.

3.2 Where applicable Value Added Tax (or other payable tax) will be added to the Price in accordance with United Kingdom law. Residents from other European Community countries agree to provide their EC VAT registration number.

3.3 The Buyer shall make payment of the Price for the Goods within 28 days of the date of the invoice or by the earlier date as stated on the invoice or as stated on the Seller’s order forms.

3.4 Payments in currencies other than Pounds Sterling will be made by electronic bank transfer only to the bank account specified on the Seller’s invoices.

3.5 All payments will be made free of any bank charges levied by either the Buyer’s or Seller’s bank.

3.6 Default on any payments will result in the suspension or termination of the services and the Buyer will be liable for any charges relating to the suspension or termination.

4 GOODS

4.1 All Goods shall be required to conform to the specification in the order for Goods by the Buyer as accepted by the Seller’s acknowledgement ("the Purchase Order") or as otherwise expressly agreed in writing.

4.2 Any order for Goods sent by the Buyer to the Seller shall only be accepted by means of the Seller’s standard acknowledgement form and shall be deemed to be accepted subject to the Conditions contained herein.

4.3 Each order for Goods accepted by the Seller shall be deemed to be an individual legally binding contract between the parties.

5 DELIVERY

5.1 The Seller shall deliver the Goods to the Buyer at the address of the Buyer in the Purchase Order. Time shall not be of the essence for delivery.

5.2 The Buyer shall be deemed to have accepted the Goods upon their delivery.

5.3 All risk in the Goods shall pass to the Buyer upon delivery.

5.4 If the Seller is unable to deliver the Goods for reasons outside its control, the Seller shall be entitled, at the Buyer’s expense, to place the Goods in storage until such time as the Goods may be delivered.

6 TITLE TO GOODS

6.1 The Seller warrants that it has good title to the Goods and that it will transfer title in the Goods to the Buyer pursuant to Clause6.2.

6.2 Notwithstanding delivery, title in the Goods shall not pass to the Buyer until the Seller has been paid in full for the Goods. Nothing in this Clause shall prevent the Seller from raising an action against the Buyer for payment of the Goods.

7 DAMAGE IN TRANSIT

7.1 Upon serving notice within 24 hours of delivery to the Seller, the Buyer shall be entitled to replacement Goods if the Seller is reasonably satisfied that the Goods have been damaged during transportation.

8 GUARANTEE

8.1 Where the goods have been manufactured by the Seller and are found to be defective, the Seller shall repair or in its sole discretion, replace defective Goods free of charge upon the following conditions:

8.1.1 the Buyer giving notice of the defect within 5 days of the defect coming to the Buyer’s attention;

8.1.2 such notice being served within 90 days of delivery;

8.1.3 the defect being due to the Seller’s faulty design, workmanship or materials; and

8.1.4 the defect not having arisen from the Buyer’s failure to comply with the Seller’s oral or written instructions as to storage, installation, use or maintenance of the Goods or in accordance with good trade practice.

8.2 Any Goods to be repaired or replaced under Clause 8.1 shall be delivered to the Seller at the Buyer’s expense.

8.3 Where the Goods have been manufactured and supplied to the Buyer by a third party the Seller shall where possible pass on to the Buyer the benefit of any warranty in respect of the Goods granted to the Seller by such third party.

9 LIMITATION OF LIABILITY

9.1 Subject to the Seller’s liability under Clause 6 and subject to Clause 10 the Seller shall not be liable to the Buyer for any loss (including loss of profit), costs, damages, charges or expenses incurred by the Buyer or for any loss or damage to or caused by the Goods.

9.2 Subject to this Clause 9 and Clause 10 all other conditions, warranties or other stipulations concerning the Goods whether express or implied by common law or under statute are excluded to the fullest extent permitted by law, and, in particular, but without limiting the foregoing generality, the Seller grants no warranties regarding fitness for purpose, use, quality or nature of the Goods whether express or implied by statute or common law.

9.3 Subject to Clause 10 the liability of the Seller under this Agreement howsoever arising shall not exceed the Price.

10 GENERAL

10.1 Nothing in these Conditions shall be construed so as to exclude or limit the liability of the Seller for breach of the warranties contained in Clause 6 or for breach of warranty as to title and quiet possession implied by the Sale of Goods Act 1979 where such Act applies to the contract between the Seller and the Buyer for the sale and purchase of the Goods incorporating these Conditions.

10.2 Nothing contained in these Conditions shall be construed so as to limit or exclude the liability of the Seller for death or personal injury as a result of the Seller’s fraudulent misrepresentation, negligent actions or those of its employees or agents.

11 BUYER’S UNDERTAKINGS

11.1 Where software programs are supplied by the Seller for asset tracking services the Buyer has non-exclusive usage rights as part of the contract with the Seller and in conjunction with any other terms and conditions which apply to that software.

11.2 The Buyer undertakes confidentiality in relation to any passwords or user names in connection with the Goods.

11.3 Where the Buyer purchases Goods for the purposes of asset tracking, and the Buyer is not the owner of the asset, the Buyer undertakes to obtain written consent from the relevant asset owner for the use of the Goods in relation to the asset.

11.4 The Buyer undertakes that the Goods will not be used for any purpose or activity that is or may be deemed unlawful.

12 FORCE MAJEURE

12.1 The Seller shall not be liable for any failure to perform any or all of its obligations in relation to the Goods arising from any inability to secure or procure at reasonable cost, labour, materials or other supplies or provision of supplies of any kind or any act of God, war, strike, lockout or other labour dispute, fire, flood, drought, air-pollution, equipment failure, legislation, order of public authority or any other cause whatsoever beyond its control.

13 SEVERABILITY

13.1 If and to the extent that any provision of the Goods (including these Terms and Conditions) is wholly or partly illegal, invalid, void or unenforceable then such provision or offending part thereof shall be severable from the remaining provisions or parts of provisions that shall remain in full force and effect.

14 GOVERNING LAW AND JURISDICTION

14.1 This Agreement shall be governed by and construed in accordance with the law of England and the parties hereto submit to the non-exclusive jurisdiction of the English Courts.