TERMS OF TRADING    TSA - Tecno Star Audio

All goods sold are subject to these Conditions

VALIDITY AND PRICES

This price list is valid for deliveries from 1 st. April, 2002 until further notice and supersedes all previously dated price lists.

Deliveries made outside the period of validity of this price list will be made at the prices and subject to the conditions of sale ruling at the date of dispatch.

Prices quoted are EXW (exclusive of carriage, packing and insurance).

We reserve the right to effect changes without prior notice, You are advised to check the ruling price when placing an order.

PRODUCT INFORMATION AND AVAILABILITY INFORMATION

We recommend that you verify dimensions, other data and future availability before incorporating products into designs or for other critical purposes ( and before ordering).

We reserve the right at any time to review, or vary the technical specifications and designs of any goods, and to discontinue any goods ( guaranteeing quality and finish of the goods as delivered).

Our technical department will be pleased to advise you in any matters.

ORDERING

Orders will be accepted by fax or email.

No order placed by the customer will form the basis of a contract with Tecno Star Audio unless it is an unconditional acceptance of a quotation given by TSA not more than 45 days previously or unless it is accepted in writing by TSA.

All contracts between us will be on these conditions.  The acceptance by us of any order form you will be deemed to incorporate all of these conditions.  No terms contained in any of your order forms or other documents and no other term whatsoever shall have any effect whether as part of or as collateral to the contract except insofar as we have expressly agreed to it in writing by one of our directors.

We reserve the right to decline to trade with any company or person,

PAYMENT TERMS

Swift Transfer with order.

Non account customers should allow time for clearance before goods are dispatched or provide a banke@s draft.

Credit terms may be granted and withdrawn at the sole discretion of TSA, Where credit is granted, payment will be due as agreed.

The customer shall not be entitled to withhold or set off payment goods any grounds whatsoever,

Valid rejection by the customer of part only of any particular consignment or of part only of the goods comprised in any particular contract, will not operate to delay the obligation on the Customer to pay the applicable price for the pad of the consignment or contract goods no so rejected.

All special discounts are offered on the proviso that no overdue invoices are outstanding at the time the discount is deducted from the remittances The customer must ensure their account is current before taking advantage of settlement discount.

In the case of Goods left for repair or maintenance, TSA will have a lien over the goods in respect of all sums payable by the customer, If the Customer fails to make payment in accordance with these conditions then, and without prejudice to any oMr right or remedy available to it, TSA will be entitled to at any time after the expiry of 3 months from the date of service of the invoice for the work, sell the Goods at the best price readily obtainable and ( after deducting all reasonable storage and selling expenses) account to the Customer for the excess ( if any) over the sums due to TSA in respect of the goods.

RISK AND PASSING OF TITLE

The good shall be at the custome@s risk with effect form the time of delivery (EXW) , and it shall be the customer's responsibility to insure them against loss or damage form that time.

Property of the goods will not pass to the customer until we have received, in cash or cleared funds, payments in full.

CLAIMS

Queries regarding shortage of goods must be made in writing within 10 days of delivery date and be accompanied by our Packing List.

Quehes regarding goods invoic ed but not delivered must be made in writing within 1 0 days of invoice date and the invoice number quoted.

PLEASE REFUSE PARCELS DELIVERED TO YOU IN A DAMAGED CONDITION.

LIABILITY

TECNO STAR AUDIO warrants that the Goods sold to the Customer will be of

professional sound material.

The Customer will inspect the Goods immediately upon receipt and will notify TSA in writing of any shortage or defect not more that 7 days after receipt.  Any liability of TSA for unfitness for purpose will cease 3 months from the date of delivery of the Goods to the Customer.

TSA sole liability to the Customer in respect of any or repair shall be to rectify the defect so that the work is in accordance with the contract.

TSA will be under no liability to the Customer in respect of defective goods where the Custome@s claim is:

a)       made more that 12 months after the date of delivery; or

b)       in respect of loss or damage in transit, is made more than 7 days after the date of delivery; or

c)       in respect of non - delivery of goods and is made more than 14 days after receipt by the Customer or notice (by dispatch note, invoice or otherwise) that the goods have been dispatched by TSA; or

d)       the result of the Customer having failed to use the Goods in accordance with all applicable instructions, or having failed to take reasonable care of the Gd@@d-s.

e)    In respect of loss or damage caused by a third party.

TSA liability will in all cases be limited to the repair or replacement of the defective goods, and will be subject to a monetary limit equal to the invoice value of the goods in question.

TSA will not in any circumstances be liable for loss of profit or indirect or consequential loss or damage of any nature, but acknowledges its continuing liability for death or personal injury caused by any defect in the goods

CANCELLATION

TSA will be entitle to suspend or cancel its performance of the contract with the Customer if..

a)       any payment under the contract is overdue; or

b)       the Customer rejects, without good cause, any goods ordered by it and tendered for delivery by TSA, or:

c)       the value of goods to be delivered exceeds the customer's credit limit or

d)       the Customer has a receiver or administrator appointed in respect of any of its assets, has a winding-up petition presented against it, or enters into liquidation.

INTELLECTUAL PROPERTY RIGHTS

All technical data, drawings, and information contained in this price list and in our literature or any other which TSA submits to the Customer (and the copyright, property rights including trade marks and design rights and all other intellectual) will remain our property and must not be copied or claimed, without express written consent being obtained in advance.

GENERAL

The failure on any occasion by either TSA or the Customer to exercise or enforce any right conferred by these Conditions shall not operate as a waiver of the right for future occasion,

These Conditions will be interpreted in accordance with the law of Spain, and TSA and the Customer agree to submit any dispute to the non-exclusive jurisdiction of the courts of Spain or, if agreed, to the International Chamber of Commerce.

date april 2002