Terms and Conditions of Trading

1. CONTRACT

1.1 All quotations and tenders are given and contracts are made by The Company subject to and only upon these terms and conditions which cannot be varied unless previously agreed in writing by The Company and these terms and conditions supersede any other terms and conditions appearing elsewhere including any terms or conditions of the customer and any course of dealing established between the Company and the Customer.

1.2 Tenders and quotations may be withdrawn or varied by the Company at any time and unless otherwise specified shall be deemed to be withdrawn automatically at the expiry of 28 days from their date of issue. No binding contract will in any case arise until the customer is notified by The Company of the acceptance of its order (and any such contract shall be conditional upon the credit status of the customer being to the Company's satisfaction).

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2. SPECIFICATIONS

The customer shall be responsible for ensuring that any drawings, sketches, specifications, descriptions or information or other instructions supplied by the customer or by any agent or representative of the customer in connection with the manufacture or sale of any goods or the supply of any services are accurate and meet the customer's requirements, and the customer shall indemnify and hold the Company harmless in respect of any liability, loss, injury, damage, demand, cost, charge or expense which may be incurred or sustained by The Company by reason of or arising directly out of any claim in respect of any inaccuracy in respect of any such drawings, sketches, specifications, descriptions or information or otherwise in relation thereto.

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3. DESCRIPTIONS

Any illustrations, samples or descriptive materials, including drawings, specifications of weight, capacity or dimensions, and particulars of shade and quality shall not form part of the contract but shall be treated as approximate only unless specifically stated otherwise. All documents containing such illustrative or descriptive material (as well as the copyright therein) shall remain the exclusive property of The Company and must not be copied or loaned or transferred.

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4. DELIVERY

4.1 The Company shall take reasonable steps to execute the contract within the quoted period, which period shall (unless otherwise specified) commence from the date of receipt by the Company of all instructions and information necessary for the execution of the contract, but such time is not guaranteed, nor deemed to be of the essence of the contract. The estimated time for completion of the contract by The Company shall be extended by a reasonable period if there is any delay caused by industrial dispute or by any cause beyond the reasonable control of The Company.

4.2 If by reason of instructions or lack of instructions from the customer the despatch of any goods in accordance with this contract is delayed for 28 days after The Company has given notice in writing to the customer that such goods are ready for despatch the goods shall be deemed to have been delivered in accordance with the contract and thereafter the goods shall be deemed to be at the risk of the customer. The customer shall pay to The Company the reasonable costs of storing, protecting and preserving such goods after the expiry of such period of 28 days.

4.3 If the contract provides for the delivery by instalments, delay in delivery or non-delivery of any instalment shall not entitle the customer to treat the contract as at an end or to reject any other instalment.

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5. LOSSES OR DAMAGE IN TRANSIT

5.1 If the goods have not been received within 14 days of the date of invoice or if they have been received but appear to be in a damaged condition, then the customer shall immediately give notice to The Company of the relevant facts. Where delivery is made by a carrier on behalf of The Company the customer must notify both The Company and the carrier in writing of any alleged non-delivery or short delivery within the time limits currently laid down by the carrier for notification of such claims. In the case of damaged goods inspection shall be made in the presence of the carrier and such notice to The Company shall be given by endorsement by the customer on the Delivery and Advice Note. If such notice is not so given The Company shall not be liable to the customer in respect of any loss or damage suffered by reason of non-delivery, short delivery or damage which is apparent upon inspection and the customer shall accept liability as if all the goods had been received and shall not claim against The Company in respect of non-delivery, short delivery or damage in transit.

5.2 In the case of goods delivered to premises other than the customer's premises at the request of the customer, the customer shall remain responsible for complying with the provisions of this Clause.

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6. TRANSFER OF RISK AND INSURANCE

Goods shall be at the customer's risk from the moment of delivery or deemed delivery (as described in Clause 4.2) whether or not property in the goods has passed or payment or part payment made therefore, and thereafter the customer shall be responsible for insuring the goods.

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7. PRICE

7.1 The contract price excludes Value Added Tax, or any other tax or duty payable, the amount of such taxes or duties shall be added to the contract price and shall be payable by the customer in the same manner as the contract price.

7.2 Unless otherwise specified the contract price is based on the assumption that the goods and or services will be supplied in one batch and accordingly The Company may, at its discretion at any time, increase the contract price to take account of any additional costs to The Company (including but not limited to storage and delivery costs) by reason of the supply of the goods and or services in more than one batch.

7.3 The Company shall be entitled to make an additional charge where the value of an individual order is less than the minimum amount published from time to time by The Company.

7.4 Should the customer default in making any payment when due, The Company reserves the right without prejudice to any other remedy which it may have to cancel this contract and /or any other contract between the customer and The Company and/or to suspend delivery until payment shall have been made.

7.5 Without prejudice to any other remedy which The Company may have, in the event of the customer cancelling the contract The Company shall be entitled to charge the customer for all expenses incurred by The Company in respect of such contract to the date of cancellation and any loss of profit arising by reason of the cancellation of such contract.

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8. PAYMENT

8.1 Payment shall be made within 30 days of the date of invoice. All payments shall be made in full without deduction in respect of any set-off or counterclaim.

8.2 The contract price shall be payable by the customer notwithstanding any delay in delivery or performance under the contract and notwithstanding any adjustments or corrections which may be required to the goods or services.

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9. RETENTION OF TITLE

9.1 The property in the goods shall remain in the Company, which reserves the right of repossession, and (notwithstanding delivery of the goods to the customer not to a carrier or any third party) the property shall not pass to the customer until

(a) The full amount due hereunder and

(b) the full amount due under all other contracts (if any) between the Company and the customer has been paid to the Company in full, or (if appropriate) until the goods are resold by the customer.

9.2 Subject to 9.4 below until such time as the contract price payable hereunder and all other sums (if any) payable by the customer to the Company have been paid in full or (if appropriate) until the goods are resold by the customer, the goods shall not be distributed elsewhere than the place of delivery.

9.3 If payment of:

(a) the contract price or

(b) any sum payable by the customer to the Company has not been made on or before the due date or if a resolution shall be passed or a petition presented for the winding-up of the customer's business or the Company shall become insolvent as defined in Section 123 of the Insolvency Act 1986 or if a receiver, administrator or administrative receiver shall be appointed to the customer's business the Company shall have the right with or without prior notice at any time to retake possession of the whole or any part of the goods and/or any other goods (and for that purpose to go on any premises occupied by the customer or any subsidiary, parent or associated company of the customer) to the value of:

(a) the contract price and

(b) any other sums due to The Company without prejudice to any other remedy of The Company.

9.4 The customer shall be entitled to sell (as principal in relation to any sub-purchase but as agent as between the Company and the customer) any goods supplied by the Company in respect of which payment has not been made provided that such sale is made for the account of the Company and that the customer holds any sum received or payable in respect of such sale in a fiduciary capacity for the Company until payment of:

(a) the total contract price of the goods by the customer and

(b) any other payments due to the Company from the customer has been duly made.

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10. GUARANTEE

10.1 The Company shall at its option and without cost to the customer, either repair or replace any defective goods, or make good any defects which shall be proved to the satisfaction of The Company to be the result of faulty design, materials or manufacture or installation (where The Company shall itself have installed the goods) provided however, that The Company shall have no liability for any such defects unless the customer notifies The Company promptly in writing of the alleged defect and in the case of damage in transit, in accordance with the provisions of Clause 5 above.

10.2 The liability of The Company shall only apply to defects that appear under proper use and under conditions of operation not more onerous than those declared to The Company and in particular shall not apply to defects which arise from the customer's neglect, misuse or improper installation or from alterations carried out without the prior written consent of The Company or from repairs carried out improperly by the customer or arising from normal wear and tear.

10.3 Any repaired or new parts will be delivered by The Company to the customer free of charge. Any goods, which have been returned to The Company and replaced by the Company, shall become the property of The Company.

10.4 The Company will under no circumstances allow deductions to be made from its accounts for repairs. The Company reserves the right to charge on a quantum merit basis for the costs of repairs where the damage has resulted from misuse or incorrect installation of the goods by the customer.

10.5 Neither acknowledgement of receipt nor investigation by The Company of any claim hereunder or consent under 10.2 above shall constitute or imply admission by The Company of any liability in respect of such claim.

10.6 All goods supplied but not manufactured by The Company are sold subject to the conditions of sale of the manufacturer thereof and the sole liability of The Company in respect thereof shall be to give to the customer such benefits as The Company shall have received under any contract which The Company has with such manufacturer or under any guarantee which might be given up to The Company in respect thereof. In the event of such failure by such manufacturer for whatever reason to meet such liability which may arise by reason of any defect in such product or part thereof, The Company shall be under no liability to the customer by reason thereof.

10.7 All express or implied warranties or conditions statutory or otherwise as to the quality or fitness for any particular purpose of the goods, except to the extent that this provision is held to be unenforceable under or by virtue of any provision contained in the Sale of Goods Act 1979 or under the Unfair Contract Terms 1977 or any statutory modification or re-enactment thereof for the time being in force, are hereby expressly excluded. Save as aforesaid, The Company shall be under no liability whatsoever to the customer in any circumstances, whether in the contract, tort or otherwise, for loss of anticipated profits or revenue or contracts or for any other indirect or consequential loss or damage arising from any cause whatsoever.

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11. TERMINATION

If the customer shall commit any breach of its obligations hereunder or shall make any default in payment of any sum due to The Company under this or any other contract whatsoever or if any distress, execution or other legal process shall be levied upon or sued out against the customer's property or assets or if the customer shall make or offer to make any arrangement or composition with its creditors or commit any act of bankruptcy or if any petition or receiving order shall be presented or made against the customer or, if the customer is a company, any resolution or petition to wind it up shall be passed or presented, or if a receiver, administrative receiver or administrator shall be appointed then in each and every such case The Company shall have the right forthwith or any time thereafter to determine the contract (except insofar as it related to goods title to which shall already have passed to the customer) and to cancel any outstanding delivery and/or the further supply of services and to stop any goods in transit or service then being supplied and, notwithstanding any other provisions hereof, payment in respect of any delivery already made or services already supplied shall become immediately due, but all without prejudice to any remedy which The Company may have against the customer.

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12. MISCELLANEOUS

12.1 Unless otherwise specifically agreed, goods and services shall not be required to comply with any direction, regulation or provision of any foreign law or governmental authority, including without prejudice to the generality of the foregoing, any direction, regulation or provision relating to safety.

12.2 No warranty is given by The Company that the use of the goods for any purpose does not infringe any British or foreign patents.

12.3 Unless otherwise specifically agreed, The Company shall be entitled to affix to any goods legends bearing The Company's name and/or trade or other marks.

12.4 No forbearance or indulgence shown or granted by The Company to the customer whether in respect of these conditions or otherwise shall in any way affect or prejudice the rights of The Company against the customer or be regarded as a waiver of any of these Conditions.

12.5 This contract shall be governed by and construed in all respects in accordance with English law and the customer hereby submits for all purposes of and in connection with this contract to the non-exclusive jurisdiction of the English Courts.

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