Terms & Conditions

1. GENERAL

1.1 The following words shall have the meanings set opposite each respectively:

the "Buyer" - the person, the firm or company with whom or with which the Company contracts subject to these conditions:

the "Contract" - the contract made or to be made between the Company and the Buyer subject to these conditions:

the "Goods' - any articles to be supplied by the Company to the Buyer under the Contract: the "Services" any services to be performed by the Company for the Buyer under the Contract.

1.2 Any quotation, written or oral, by the Company shall be deemed to be an invitation to treat and not an offer. The placing by the Buyer of any order, written or oral, whether or not any quotation may have been submitted shall constitute an offer by the Buyer. No acceptance shall be binding on the Company and no contract shall come into existence unless and until the Company shall have accepted the Buyer's offer on the Company's printed form of acceptance of offer. Any order placed by the Buyer with any of the Company's salesmen or other employees or representatives shall be subject to acceptance as aforesaid. Acceptance by the Company shall be deemed to include acceptance of these conditions, which shall form the conditions of the Contract and shall apply to the exclusion of any terms and conditions put forward by or on behalf of the Buyer.

1.3 If the Buyer wishes to reply upon any representation, warranty, condition or statement other than those contained in these conditions, the Buyer must submit to the Company a copy of such representation, warranty, condition or statement together with a copy of its order, so that any misunderstanding can be clarified. Only directors of the Company have authority to make or give on behalf of the Company any representation, warranty, condition of statement other than those contained in these conditions. Accordingly no variation of or addition to these conditions, written or oral, shall have effect unless and until agreed in writing by the Company and signed by a duly authorised officer of the Company.

1.4 The Buyer warrants to the Company that it has not relied on any representation, warranty, condition or statement other than those contained in these conditions or otherwise authorised agreed and signed in accordance with 1.3.

1.5 Goods quoted from stock are quoted subject to being unsold when the Buyer's order is accepted.

2. INFORMATION AND SAMPLES

2.1 Any offer submitted by the Buyer shall be accompanied by sufficient data, information and (where relevant) samples to enable the Company (should the offer be accepted) to proceed with the order forthwith.

2.2 Any items (including without limitation samples) supplied by the Buyer shall be delivered at the Buyer's sole risk and expense to the Company at such address as the Company may specify and the risk of damage to or loss of such items shall at all times remain in the Buyer, the Company accepting no liability for loss or damage to such goods of for any loss, financial or otherwise, resulting directly or indirectly therefrom.

2.3 Where samples are or are to be supplied by the Company, no work will be undertaken by the Company with regard to the bulk of the Buyer's order unless and until the Buyer shall have notified the Company in writing that the samples supplied are in all respects satisfactory to the Buyer.

3. DELIVERY

3.1 Any time or date quoted by the Company for delivery of any of the Goods or performance of any Services is an estimate only. The Company shall not be liable for any failure to meet any such estimate, nor for any loss, whether financial or otherwise, resulting directly or indirectly therefrom. Time for delivery shall not be of the essence.

3.2 Delivery shall be made by the Company delivering in such manner as it thinks fit the Goods to such premises as it shall determine or, if the Company so agrees in writing, by the Buyer collecting the Goods at the Company's premises. The Company may deliver or require collection of the Goods in advance of the quoted dates.

3.3 3.3.1 The Company is liable for loss or damage in transit or short delivery only when the Company is responsible for delivery within the United Kingdom, or when the Goods are sold F.O.B. C. & F. or C.I.F. and then only to the point of shipment and subject to the following:

3.3.2 No responsibility will be accepted for any discrepancy in the quanta of Goods supplied or damage caused thereto in transit unless notified to the Company in writing within 3 days of the receipt of the Goods by the Buyer and unless the Buyer signs any delivery note "unexamlned" of records the discrepancy of damage thereon. Goods damaged during transit must be kept with the packing for inspection.

3.3.3 Notwithstanding the aforesaid, the Company shall not in any event be liable for loss of or damage to the Goods and the Buyer shall remain liable to pay for the Goods if:

(i) in the case of Goods for delivery by post or road, the Company does notreceive written notification of non delivery within 7 days of the date of invoice:

(ii) In the case of Goods for delivery by rail. the Company does not

receive written notification of non delivery within 21 days of the

date of the advice or despatch notice;

(iii) in the case of F.O.B. sales the Company does not receive written notification forthwith if delivery on board is not effected within 14 days of the date of the advice or despatch notice;

(iv) in the case of C. S F. or C.I.F. sales the Company does not

receive written notification forthwith if delivery is not effected

within 14 days from the arrival of the carrying vessel.

3.3.4 Any Goods in respect of which no notification is given as aforesaid shall be deemed to be in all respects delivered in accordance with the Contract and the Buyer shall be obliged to accept and pay for such Goods.

3.3.5 Where the Company is responsible for loss or damage in transit of short

delivery it will at its option replace or repair or reimburse the price of Goods lost of damaged or not delivered. Save as aforesaid, the Company accepts no liability whatsoever for loss or damage or short delivery nor for any loss, whether financial or otherwise, resulting directly or indirectly therefrom

3.4 If the Buyer fails to take delivery of and/or to collect and/or to call-off the Goods as required by the Contract (including without limitation pursuant to this condition 3) then, without prejudice to any other right or remedy available to the Company, the Company may:

3.4.1 Store the Goods until actual delivery and/or collection and/or call-off upon any of its own premises and/or those of a third party and charge the Buyer for the reasonable costs (including insurance, carriage and storage) in connection therewith: and/or

3.4.2 Sell the Goods (whether immediately upon failure to deliver and/or collect and/or call-off or following a period of storage) at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer lor the excess over the price under the Contract Of charge the Buyer for any shortfall below the price under the Contract,

3.5 The Company reserves the right to deliver by installments and to invoice accordingly, Each installment and/of call-off shall be deemed to be a separate and distinct contract but only to the intent that no default by the Company in respect of any one or more installment and/or call-off shall entitle the Buyer to reject or withhold payment in respect of any other installment or installments and/or call-offs but so that this condition shall operate without prejudice to any rights or remedies of the Company in respect of the entire Contract in the event of any default by the Buyer in respect of any one or more installments and/or call-offs.

4. DESCRIPTION

4.1 All descriptive and technical specifications, drawings, catalogues, illustrations and particulars of weights and dimensions supplied by the Company are approximate only. Accordingly the Company reserves the right without notice to the Buyer to alter any such matters and to supply the Goods as so altered in performance of the Contract,

4.2 All information (including without limitation figures) given by the Company relating 10 the performance of the Goods of the cost of operating the Goods is based upon the Company's experience in the field in question, but the Company shall accept no liability should it prove to be in any way inaccurate and it shall be the responsibility of the Buyer to ensure that the capacity and performance of the Goods are sufficient and suitable for the purpose or purposes intended.

The Buyer:

4.2.1 Warrants to the company that the Goods are sufficient and suitable for the purpose or purposes intended;

4.2.2 Covenants:

(a) that the Goods (whether by the Buyer or by any third party) will

be properly used or dealt with (including without limitation In any machinery or processing) and in particular but without prejudice to the generality of the foregoing only in a manner and (or purposes for which they are sufficient and suitable.

(b) to ensure that any relevant manual is forwarded to the user of the Goods.

5. PRICE AND PAYMENT

5.1 All prices quoted are unless otherwise stated net ex works. All prices are subject to alteration without notice: the Contract price shall be that ruling on the day of despatch, all prices are exclusive of VAT.

5.2 Unless otherwise expressly stated in writing, payment in full must be received by the Company no later than the 20th day of the month following delivery.

5.3 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of 4% over the base rate for the time being and from time to time of Lloyds TSB Bank plc, until payment in full is made.

6. RISK AND PROPERTY

6.1 Subject to condition 3.3 risk of damage to or loss of the goods shall pass to the Buyer:

6.1.1 In the case of Goods to be delivered by collection from the Company's premises, upon collection as aforesaid; or

6.1.2 In the case of Goods to be delivered otherwise than at the Company's premises, at the time of delivery to the Buyer or his agent on board at the Port of Shipment (whichever shall first occur) off-loading being at the risk and expense of the Buyer; Of

6.2 Notwithstanding the passing or risk under condition 6,1 unless and until payment shall have been made to the Company of

all sums due to it under the Contract and/of under any other contract between the Buyer and the Company on any account whatsoever

6.2.1 Property in and title to the Goods shall remain in the Company; and

6.2.2 Should the Buyer convert the Goods of any of them into any new product or products, whether or not any such conversion may involve the admixture of any other goods or thing whatsoever and in whatever proportions, any such conversion shall be effected by the Buyer solely as agent to the Company, and the Company shall have the full legal and beneficial ownership of any such new product or products: and

6.2.3 Should the Buyer subject the Goods or any of them to any process, whether of not any such process may involve the admixture of any other goods or thing whatsoever and in whatever proportions, any such processing shall be effected by the Buyer solely as agent for the Company, and the Company shall have the full legal and beneficial ownership of the goods of any of them in their processed

condition; and

6.2.4 The Buyer shall keep the Goods and any such new products or products and any Goods in a processed condition separately from all other goods and products and properly stored, protected and insured and identified as the Company's property; and

6.2.5 Subject to conditions 6.2.6 and 6.2.7, the Buyer shall be entitled to resell and/or use the Goods and any such new product of products and any Goods in a processed condition in the ordinary course of its business but shall account to the Company for the proceeds of sale or otherwise of the Goods such new product of products and such goods in a processed condition, whether such proceeds are tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any monies of property of the Buyer and third parties and in the case of tangible proceeds properly stored protected and insured: provided that the Buyer shall have no authority to enter into any contract for sale on behalf of the Company and any contract of sale shall accordingly be concluded in the name of the Buyer and

6.2.6 The Company shall be entitled at any time to revoke the Buyer's power of sale and/or use:

6.2.7 The Buyer's power of sale and/or use referred to in condition 6.2.5 shall

automatically cease if any receive and/of manager of administrator of

administrative receiver shall be appointed over any or all of the assets or under taking of the Buyer, Of if any winding up Order shall be made against the Buyer, or if the Buyer shall go into voluntary liquidation (otherwise than for the purposes of, and followed by, re-construction of amalgamation) or call any meeting of or make any arrangement or composition with Creditors or if any petition in respect of a bankruptcy order shall be presented against the Buyer of if an application shall be made for an interim order in connection with any proposals for a voluntary arrangement of the Buyer's affairs: and

6.2.8 Upon determination of the Buyer's power of sale and/or use under conditions 6.2.6 and/or 6.2.7. the Buyer shall place the Goods and any such new products or products and any Goods in a processed condition at the disposal of the Company, and the Company shall be entitled to enter upon any premises of the Buyer or third party for the purpose of removing the goods and any such new product of products of any goods in a processed condition from the premises (including severance from the realty where necessary).

Where payment may be made by means of any bill of exchange, cheque or other negotiable instrument, the Company shall be deemed not to have received payment for the purpose of this condition unless and until the bill of exchange, cheque or other negotiable instrument shall have been honoured on presentation for payment, notwithstanding that the Company may have negotiated It and received value therefore.

7. CALL - OFFS AND CANCELLATIONS

7.1 Where an order is placed for a particular specification of Goods but with no notification as to an actual quantity and/or dates for supply, and quantities and dates are notified from time to time.

each such notification shall be and be deemed to be a separate and distinct order on the terms hereof and the Company shall be entitled to accept or refuse any such order as it thinks fit.

7.2 Where an order (including for the avoidance of doubt but without limitation any notification as referred to in condition 7,1) is accepted for a Quantity of Goods to be called off from time to time the Buyer shall not be entitled to bring forward and/or postpone the time or date for call-offs or for deliver or collection (as the case may be) of Goods or otherwise to breach the requirements of the Contract without the Company's prior written consent. Postponement of the time or date for call-offs or for delivery or collection or other failure to observe the provisions of the Contract shall entitle the Company without prejudice to its other rights and remedies, to terminate wholly or in part to suspend performance of the Contract and/or any other contract with the Buyer all as provided for in condition 8. Such consent shall only be given (If at all) on condition (whether or not expressed) that the calling off and/or the acceptance by the Buyer of delivery and/or collection (as the case may be) of the items in question not later than such date(s) as may be specked by the Company or if no such date(s) is/are specified within a reasonable period(s) from the giving of such consent, and compliance with the other requirements of the Contract is of the essence of the contract and that any failure on the part of the Buyer to call-off, accept delivery of or collect on or before such date(s) or within such reasonable periods) (as the case may be) and/or to comply with any of the other requirements of the Contract will be properly treated by the Company as a repudiation by the Buyer of its obligations under the Contract, entitling the Company without prejudice to its other rights and remedies (including without limitation pursuant to condition 8), to terminate wholly or in part and/or to suspend performance of the Contract and/or any other orders placed by the Buyer. This condition shall apply notwithstanding and without limitation to the terms of condition 3.1.

7.3 Where an order (including for the avoidance of doubt but without limitation any notification as referred to in condition 7.1) or call-off is made on the basis of certain quantities firm and certain quantities tentative the Company shall be entitled to notify the Buyer that if the tentative indication or indications are not withdrawn or modified by a stated period or periods (to be determined by the Company) in advance of the tentative delivery date or dates, they shall be deemed to have become firm. If subsequent to any tentative indication being deemed to have become firm and/or having been declared firm, the Buyer purports to vary or cancel the quantity or otherwise amend the order as to that quantity in any way he shall not be entitled to do so and there shall be deemed to be a firm order subject in all respects to these conditions (including without limitation condition 7.2).

8. TERMINATION AND SUSPENSION

Without prejudice to any rights and remedies available to it, the Company shall be entitled forthwith on written notice to the Buyer either to terminate wholly or in part the Contract or to withhold performance of all or part any of Its obligations under the Contract (and in such circumstances all monies outstanding from the Buyer to the Company shall become immediately due and payable) if:

8.1 any sum owing to the Company from the Buyer on any account whatsoever shall be unpaid after the due date for payment (in which event the Company shall have a general lien for any such sum on all and any property of the

Buyer in its possession); or

8.2 the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation and reconstruction), or

8.3 an encumbrancer takes possession, or a receiver or administrator or administrate receiver is appointed, of any of the property or assets of the Buyer; or

8.4 the Buyer ceases, or threatens to cease, to carry on business; or

8.5 the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly; or

8.6 the buyer shall commit any breach of any contract with the Company.

The Company shall be entitled to exercise its rights of termination or suspension here under at any time during which the event giving rise thereto shall not have ceased or been remedied, and, in the event of any such suspension, the Company shall be entitled subsequently to terminate as a result of the same event giving rise to the suspension. Termination of the Contract or any other contract as aforesaid (for what ever cause) will not (save as otherwise expressly provided) affect any rights or obligations of the parties which are either expressly or by implication intended to continue after termination, and shall be without prejudice to the rights of either party accrued at the date of the termination and/or accruing in respect of any breach of terms hereof whilst such terms are in force.

9. WARRANTY

9.1 The Company shall:

(a) make good at its option by reimbursement of the whole or part of the price (and, where relevant, as a deduction from any part of the price remaining unpaid) or at its option by repair or by replacement any defect developing under normal use in the Goods and due solely to faulty design (except where supplied by or on behalf of the Buyer), materials and/or workmanship:

(b) make good by reimbursement of the price or by re-performance of the Services any defective workmanship in the performance of Services;

provided that;

9.1.1 The detect in question shall have appeared within 12 months after the Buyer shall have taken possession of the Goods in question or the Services shall have been performed (as the case may be) and shall have been thereupon promptly '' notified in writing to the Company; and

9.1.2 The Company shall be under no liability until any monies due from the Buyer under the Contract have been paid; and

9.1.3 The Company shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Company's Instructions (whether oral or in writing), misuse or alteration or repair of the Goods and/or of any item in respect of which the Services have been performed without the Company's approval;

9.1.4 Where any such defect is due to a fault in any part, component, accessory and/or other Item of the goods not manufactured by the Company, the Buyer shall be entitled, as against the Company, only to such remedy as the Company may be able to obtain against the relevant manufacturer or supplier; and

9.1.5 Any Goods alleged to be defective are promptly made available to the Company for inspection and, if so required by the Company, are promptly returned at the Buyer's risk and expense to the Company's works for Inspection, and the Company shall in its reasonable opinion consider them to be defective solely by reason of faulty design, materials and/or workmanship provided always that where, as a result of such inspection, the Company does not consider In its reasonable opinion that such Goods are defective solely by reason of faulty design, materials and/or workmanship, the Buyer shall forthwith on demand reimburse the Company its reasonable costs arising out of such inspection.

9.2 Apart from such reimbursement, replacement or repair as aforesaid, the Company, its employees and agents shall be under no liability to the Buyer for any injury, loss or damage of any kind whatsoever and howsoever arising or arisen, (including without limitation any liability pursuant to Part I Consumer Protection Act 1987) and whether direct or indirect, including without limitation any injury, loss or damage arising out of and/or incidental to;

9.2.1 Any negligence of the Company and/or of any of its employees and/or agents (except insofar as such negligence may result in death or personal injury); and/or

9.2.2 The Company's performance of and/or failure to perform and/or breach of any of its obligations whether express or implied, under the Contact and/or otherwise: and/or

9.2.3 The supply, use or re-sale of any of the Goods; and/or

9.2.4 Any defect in any of the Services and/or the Goods and/or any parts, components, accessories or other items comprised therein on forming part thereof; and/or

9.2.5 Any advice given and/or representation made by the Company or on its behalf in relation to the nature, quarterly, specification, design, performance, use and/or installation of any of the Goods, Accordingly all conditions, warranties, representations, statements, liabilities and other terms whatsoever implied by common law. Statute and/or otherwise, shall be excluded to the extent allowed by law,

9.3 In no event will the Company be liable under any term of or otherwise in connection with the Contract for lost profits or any other incidental or consequential damages.

10. THIRD PARTY CLAIMS

The Buyer shall indemnify the Company in full against any liability whatsoever (including any liability based on the negligence of the Company and/or any liability imposed on the Company by virtue of Part 1 Consumer Protection Act 1987) which it may incur resulting from any claim made against the Company by any third party, including without limitation any employee or agent of the Buyer or any subsequent buyer or hirer or other bailee of any of the Goods or of any tern on or in respect of which the Services have been performed, arising or arisen directly or indirectly out of the performance and/or any non-performance and/or breach of the Contract and/or otherwise out of or connected with the manufacture and/or supply of any of the Goods and/or the provision of Services.

11. INTELLECTUAL PROPERTY RIGHTS

The Buyer shall forthwith notify the Company in writing of any claim made or action brought against the Buyer for infringement of any intellectual property right or rights or for unauthorised use of any confidential information or

for passing off by reason of the manufacture and/or sale of any Goods, and the Company shall be free at the Company's cost and expense to conduct any negotiations for the settlement of any such claim and/or to conduct any legation resulting therefrom without any obligation or responsibility whatsoever to the Buyer other than, where it is decided by a competent court of law or agreed by the Company in writing that there has been any such infringement or unauthorised use or passing off, to give credit for the goods giving rise to the claim or action or, at the option of the Company, and at its cost and expense, to make such alterations thereto as may be necessary to remedy the matter complained of. The

Buyer shall without cost to the Company provide such facilities and assistance as the Company may reasonably

require to enable it to investigate and conduct any such claim or action. Where any Goods are manufactured and sold

by the Company to the Buyer in accordance with a design or speculation provided by the Buyer, then, as regards such Goods, the Buyer shall indemnify the Company against all actions, costs, claims, demands, damages, liabilities and expenses whatsoever and howsoever arising or arisen, together with interest and any VAT thereon, in relation to any claim or action for infringement of any intellectual property rights or for unauthorised use of any confidential information or for passing off, whether actual or alleged.

12. GENERAL

12.1 In these conditions "Incoterms" means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made, Unless the context otherwise requires, any term or expression which is defined In or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions, but if there is any conflict between the provisions of Incoterms and these Conditions, the latter shall prevail.

12.2 Unless otherwise agreed in writing between the Buyer and the Company, the Goods shall be delivered F.O.B. the air or sea port of shipment and the Company shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.

12.3 It shall be the responsibility of the Buyer to ensure that all requirements applicable to the Contract including without limitation to the Goods and any use to which they may be put. Whether statutory, regulatory, municipal and/or otherwise howsoever, are duly complied with. The Buyer will also ensure than any purchaser, and any subsequent hirer, bailee or user, of the goods or any product into which any of the Goods are incorporated, acquaints himself with and complies with such requirements. It shall be a condition precedent to the performance by the Company of its obligations under the Contract that all necessary licenses, permits and consents shall have been obtained by the Buyer.

12.4

12,4,1 All weights and dimensions quoted are subject to the tolerances provided by the appropriate British Standards.

12.4.2 The Company shall not be obliged to produce test and performance certificates or safety critical certificates unless requested by the Buyer and accepted by a Director of the Company in writing.

12.5 The Company shall be entitled to appoint one or more sub-contractors to carry out all or any of its obligations.

12.6 The Company shall have no liability whatsoever for any failure to perform, or for any delay in the performance of, any of its obligations under the Contract arising wholly or in part by reason of any factor beyond its direct control, including without limitation shortage of raw materials, components or services, act of God, war, national emergency, laws or regulations of any territory, industrial dispute, civil commotion, fire, tempest and/or flood.

12.7 These conditions are stipulated by the Company on behalf of the Company and on behalf of all the employees and agents and apply for their benefit as for that of the Company, and the Buyer shall not sue or make any claim against any employee or agent of the Company in respect of any alleged negligence and/or other default on the part of the Company and/or any such person in relation to the Contract.

12.8 Any liability of the Company under the Contract shall be subject to and condition upon the due performance and observance by the Buyer of all its obligations under these conditions, and subject to these conditions the Buyer shall not be entitled to withhold or delay payment or exercise any right of set-off whatsoever and howsoever arising or arisen which might otherwise be available to it.

12.9 No failure or delay on the part of the Company to exercise any of its rights under the Contract shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise therof. Any waiver by the Company of any breach by the Buyer of any of te obligations under the Contract shall not

affect the rights of the Company in the event of any further or additional breach or breaches.

12.10 The Contract is personal to the Buyer, who shall not assign or in any way part with the benefit thereof without the Company's prior written consent,

12.11 Each and every obligation contained in these conditions shall be treated as a separate obligation and shall be severally enforceable as such notwithstanding the non-enforceabilily of any other such obligation.

12.12 The clause headings in these conditions are for convenience only and shall not in any way affect the interpretation of the contract.

12.13 The language of the Contract shall be English as understood in England, and all communications, whether written or oral, relating thereto shall be conducted in English.

12.14 The Contract shall in all respects be governed by and construed in accordance with English law, and the Company and the Buyer shall submit to the jurisdiction of the English courts provided that such submission to such jurisdiction shall not limit the right of the Company to commence any proceedings arising out of the Contract in any other jurisdiction it may consider appropriate.