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EQUIPMENT SALES AGREEMENT
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This Sales Agreement ("Agreement") is entered into by and between Xxxxxxxxxx
Xxxxxxxxxxxx ("DC") and Internet Telecommunications Plc ("Customer").
1. SALE OF EQUIPMENT. Customer hereby agrees to purchase from DC the
equipment (the "Equipment") set forth as follows:
9 DigiTalk switches
4 Everyware Soft Switches
2 Server
2 Database PC's
Including all Software licence's
2. PRICE. The price and time for payment for the Equipment is as follows:
The Price of (pound)350,000 will be the purchase price and will be
exchanged into Internet Telecommunication Plc share of the value of
49,998 at par value of (pound)7 on exchange. Any amounts payable by
Customer hereunder which remain unpaid after the due date shall be
subject to a late charge equal to 1.5% per month from the due date
until such amount is paid.
3. DELIVERY. DC shall use its reasonable efforts to deliver the Equipment
to Customer on the delivery date set forth in Section 2. Delivery shall
be made F.O.B. at DC's offices in London, UK. If the delivery is not
made within 30 days of the scheduled delivery date, other than because
of the fault of Customer or by FORCE MAJEURE (as set forth in Section
9(l)), Customer may cancel its purchase of the Equipment. All
transportation, shipping and handling charges shall be paid by
Customer. Customer bears all risk of loss or damage to the Equipment
after delivery to the transportation shipping point.
4. OPERATION OF THE EQUIPMENT. Customer shall be responsible for operation
of the Equipment. Customer shall operate the Equipment in a reasonably
competent manner and in compliance with the operations manual for the
Equipment. Customer shall comply with all applicable rules, laws, and
regulations in connection with operation of the Equipment.
5. INFRINGEMENT INDEMNITY. DC will defend and indemnify Customer against a
claim that the Equipment infringes a United Kingdom copyright or
patent, provided that: (a) Customer notifies DC in writing within 30
days of the claim; (b) DC has sole control of the defense and all
related settlement negotiations; and (c) Customer provides DC with the
assistance, information and authority necessary to perform CDC's
obligations under this Section. Reasonable out-of-pocket expenses
incurred by Customer in providing such assistance will be reimbursed by
DC. DC shall have no liability for any claim of infringement based on
use of Equipment altered by Customer. In the event the Equipment is
held or is believed by DC to infringe, DC shall have the option, at its
expense, to (a) modify the Equipment to be no infringing; (b) obtain
for Customer a license to continue using the Equipment; or (c) refund
the fees paid for the Equipment. This Section 5 states DC's entire
liability and Customer's exclusive remedy for infringement,
misappropriation or related claims.
6. DISCLAIMERS AND WARRANTY.
a. DC warrants to the original purchaser of Equipment that for the
Warranty Period (as defined below), the Equipment will be free from
material defects in materials and workmanship. The foregoing warranty
is subject to the proper installation, operation and maintenance of the
Equipment in accordance with installation instructions and the
operating manual supplied to Customer. Warranty claims must be made by
Customer in writing within sixty (60) days of the manifestation of a
problem. DC's sole obligation under the foregoing warranty is, at DC's
option, to repair, replace or correct any such defect that was present
at the time of delivery, or to remove the Equipment and to refund the
purchase price to Customer.
b. The "Warranty Period" begins on the date the Equipment is
delivered and continues for 12 months. c. Any repairs under
this warranty must be conducted by an authorized DC service
representative. d. Excluded from the warranty are problems due
to accidents, misuse, misapplication, storage damage,
negligence, or modification to the Equipment or its components.
e. DC does not authorize any person or party to assume or create
for it any other obligation or liability in connection with
the Equipment except as set forth herein.
f. THE INDEMNITY IN SECTION 5 AND WARRANTY IN SECTION 6(a) ABOVE
IS EXCLUSIVE AND IN LIEU OF ALL OTHER INDEMNITIES OR
WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.
DC and the customer, agree to the full performance of the covenants herein
contained.
IN WITNESS WHEREOF, they have executed this Agreement the day and year first
above written:
By: Xxxxxxxx Xxxxxxxxxxxx
By: Xxxxxxx Xxxxxxxx
Dated: 1st June 2004
