1. Interpretation

“Contract” means the contract for the purchase and sale of the Goods.

2. ”Customer” means any person, firm or company placing an order with the Company for the Goods.

3. ”Goods” means those items (including any instalment of the items or any parts for them) which have been requested by the Customer and (where applicable) any design or other work undertaken with respect to the production or manufacture of those items.

2. Basis of Sale

The Customer acknowledges that all quotations are given and all orders are accepted on the following terms, which supersede any other terms appearing elsewhere, and which override and exclude any other terms stipulated or incorporated or referred to by the Customer, and any course of dealing established between the Company and the Customer.

2. It is agreed that any sample of the Goods given by the Company was solely to enable the Customer to judge for itself the quality of the Goods and so as not to constitute a sale by sample. The Customer shall take the Goods at its own risk as to their corresponding with the said sample.

3. No variation to these terms shall be binding unless agreed in writing between authorised representatives of the Customer and the Company.

3. Price/Variation

1. The price of the goods shall be the Company’s quoted price, which is based on the Company’s best interpretation of the information provided by the Customer.

2. All prices quoted are valid for 30 days only or until earlier acceptance by the Customer, after which time they be altered by the Company without giving notice to the Customer.

3. The Company reserves the right, by giving notice to the Customer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Company which is due to any factor beyond the Company’s control (such as, without limitation, any foreign exchange fluctuation, alteration of duties, or significant increase in the costs of labour, materials or other costs of production), any change of delivery dates, quantities or specifications of the Goods requested by the Customer.

4. The price is exclusive of any applicable value added tax, which the Customer shall pay in addition.

5. The cost of pallets will be charged to the Customer (at £5 per pallet) in addition to the price of the goods, but full credit will be given to the Customer provided the pallets are returned undamaged to the Company without delay.

4. Payment

1. Payment for the Goods shall be made on a pro forma basis at least 7 days prior to delivery unless the Customer has an account with the Company in which payment shall be made within 30 days of the date of the Company’s invoice. The time of payment shall be of the essence of the Contract.

2. If the Customer fails to make payment on the due date, the Company shall be entitled to (without prejudice to any other rights or remedy available to it): a) cancel the contract or suspend further production, manufacture or delivery of the Goods to the Customer, b) appropriate any payment made by the Customer to such of the Goods (or the goods supplied under any other contact between the parties) as the Company may think fit, c) forfeit any discount which had been expressly agreed between the parties, d) charge the Customer interest on all sums dues at the rate of 5% per annum above the base rate of the Company’s bankers from time to time until payment is received whether before or after judgement, e) dictate that all payments in future for the Goods are made at least 7 days prior to delivery of the Goods and these terms shall be varied accordingly.

3. If a) the Customer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes the subject of an administration order or goes into liquidation; or b) a receiver or administrative receiver is appointed over any of the assets of the Customer; or c) the Customer ceases to carry on business: or d) the Customer breaches any of these terms, or e) the Company reasonably apprehends that any of the above events are about to occur; or f) the Customer’s credit rating is not considered acceptable to the Company, the Company (without prejudice to any other rights or remedy available to it) shall be entitled to cancel the Contract or suspend further deliveries, and if the Goods have already been delivered (but not paid for) the price shall become immediately due and payable.

5. Orders/Specifications

1. No order submitted by the Customer shall be deemed to be accepted by the Company unless and until confirmed in writing by the Company.

2. The Customer shall be responsible for ensuring the accuracy of any order (including any applicable specification submitted to the Company.)

3. No order which has been accepted by the Company may be cancelled by the Customer except with the written agreement of the Company and on terms that the Customer shall indemnify the Company in full against all loss (including loss of profit), damages, costs and expenses incurred by the Company as a result of the cancellation.

4. If the Goods are to be produced or any process to be applied to the Goods by the Company in accordance with a specification submitted by the Customer, the Customer shall indemnify the Company against all loss, damages, costs and expenses incurred by the Company in connection with or paid or agreed to be paid by the Company in settlement of any claim for infringement of any patent, copyright, design, trademark or other industrial or intellectual property rights of any other person which results from the Company’s use of the Customer’s specification.

5. The Company reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory or other requirement. The Customer will be responsible for paying all costs incurred in proving that the Goods conform with any applicable statutory or other requirement, such costs to be separately invoiced.

6. Where a specification requires some form of testing, The Company reserves the right to undertake in-house testing rather than external testing. The Customer will be responsible for paying all costs incurred in external testing, such costs to be separately invoiced.

6. Delivery

1. Delivery of the Goods shall be made by the Customer collecting the Goods at the Company’s premises at any time after the Customer has been notified that the goods are ready for collection or, if applicable, the moment that the Company despatches the Goods from its premises. It is agreed that the Company will arrange for the transportation of the Goods, the associated costs shall be payable by the Customer in addition to the prices stipulated for the Goods.

2. Where it is agreed that the Company shall transport or arrange for transportation of the Goods to the Customer’s site: a) the Company will use its reasonable endeavours to get as near to the site as is permitted by safe and adequate routes (if it is transporting the Goods itself); b) the Customer will be required to unload the Goods without delay and, in so doing, provide suitable stacking material if so required; c) the Customer will be responsible for advising the Company of local traffic regulations regarding restrictions on unloading; d) the Company reserves the right to either decline, or to make an extra charge, for carriage and unloading outside normal working hours; e) notwithstanding the provisions of this clause, the Customer will comply with any third party’s conditions of carriage (if applicable).

3. Delivery dates are entered into in good faith but are estimates only and the time of delivery shall not be of the essence of the Contract. In no circumstances shall the Company be liable to compensate the Customer in damages or otherwise for non-delivery or late delivery of the Goods for whatever reason or for any loss consequential or otherwise arising as a result.

4. If the Customer fails to take delivery of the Goods or fails to give the Company adequate instructions for transportation at the time stated for delivery, the Company (without prejudice to any other rights or remedy available to it) may: a) store the Goods until such time and charge the Customer for reasonable transportation and storage costs (including insurance); or b) require the Customer to provide alternative transportation arrangements without delay; or c) require the Customer to pay all costs incurred by the Company in endeavouring to effect delivery; or d) require the Customer to make payment in full for the Goods without delay; or e) sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for any excess over the price under the Contract or charge the Customer for any shortfall below the price under the Contract.

7. Passing of Property

1. Risk of damage to or loss of the Goods shall pass to the Customer at the time of delivery.

2. The property in the Goods shall not pass to the Customer until delivery has been effected and the Company has received in cash or cleared funds payment in full of all sums due or owing to the Company by the Customer on any account.

3. Until such time as title to the Goods passes to the Customer: a) the Customer shall ensure that the Goods are properly stored, protected, insured and identified as the Company’s property, but the Customer shall be entitled to sell or use the Goods in the ordinary course of its business (but shall immediately account to the Company for the proceeds of sale or otherwise of the Goods); b) the Customer shall not pledge the Goods or documents of title thereto, or allow any lien to arise; c) (and provided the Goods have not been resold), the Company shall be entitled to require the Customer to deliver up the Goods and, if the Customer shall fail to do so, enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods.

8. Warranties and Liability

1. Subject to the terms set out in clause 8, the Company warrants that the goods will correspond with the relevant specification of the Company, and will be free from defects in material and workmanship, at the time of delivery

2. The above warranty is given by the Company subject to the fact that the Company shall be under no liability: a) in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Customer;  b) in respect of any defect arising from fair wear and  tear, wilful damage, negligence, abnormal working conditions, incorrect movement installation or erection, failure to follow the Company’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Company’s approval; c) under the above warranty (or any other warranty condition or guarantee  if the total price of the Goods has not been paid by the due date for payment; d) in respect to parts, materials or equipment not produced by the Company.

3. Subject as expressly provided in these terms, all warranties, conditions or other terms implied by statute or common law are excluded except any implied by law which by law cannot be excluded.

4. Any claim by the Customer which is based on any defect in the quality or condition of the Goods shall be notified to the Company within 7 days from the date of delivery. If the Customer does not notify the Company accordingly, the Customer shall not be entitled to reject the Goods and the Company shall have no liability for such defect or failure and the Customer shall be bound to pay the price as if the Goods had been delivered pursuant to the Contact.

5. Where any valid claim is notified in accordance with clause 8, the Company shall be entitled to replace the Goods (or the part in question) free of charge or, at the Company’s sole discretion, refund to the Customer the price of the Goods (or a proportionate part of the price), but the Company shall have no further liability to the Customer.

6. Except in respect of death or personal injury caused by the Company’s negligence, or where exclusion or limitation of liability is otherwise prohibited by law, the Company shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or any duty at common law or under the terms of the Contact, for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Company its employees or agents or otherwise) which arise out of or in connection with the supply of the goods or their use or resale by the Customer and the entire liability of the Company with respect to the Contract shall not exceed the price of the goods.

7. The company shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing or failure to perform, any of the Company’s obligations in relation to the Goods so long as the delay or failure was due to any cause beyond the Company’s reasonable control including (without limitation to the generality of the foregoing): a) act of god, explosion, flood, tempest, fire or accident; b) war or threat of war, sabotage, insurrection, civic disturbance or requisition; c) acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; d) strikes, lock-outs, or other industrial actions or trade disputes (whether involving employees of the Company or of any third party); e) difficulties in obtaining raw materials, labour, fuels, parts, machinery, design or mouldworks; f) power failure or breakdown in machinery.

9. Indemnity

The Customer shall indemnify the Company in respect of any damage, injury or loss occurring to any person or property and against all actions, claims, demands, charges, or expenses in connection therewith arising from the condition or use of the Goods in the event and to the extent that the damage injury or loss shall have been occasioned partly or wholly by the Customer or its servants or agents, or any third party, or by any breach by the Customer of its obligations to the Company hereunder.

10. Miscellaneous

1. Any notice required or permitted to be given by either party to the other under these terms shall be in writing, addressed to that other party at its registered office or principal place of business and such notice shall be deemed effectively given on the day when in the ordinary course of business it would first be received by the addressee during normal business hours.

2. The exercise by the Company or the Company’s decision not to exercise any right conferred on it by these terms shall be without prejudice to the Company’s future exercise of any other such right or the exercise of the right which it earlier determined not to exercise and no waiver by the Company of any of the Customer’s obligations shall release the Customer from the performance of its remaining obligations.

3. The Customer shall not assign any benefit under the Contract without the consent in writing of the Company.

4. The Customer shall not be entitled to the benefit of any set-off.

5. The Company reserves the right to use and produce photographs, editorial material or any other form of advertising/marketing material relating to the Goods it has supplied pursuant to the Contract.

6. These terms and the Contract shall be construed in accordance with English law.