Conditions of sale

1. DEFINITIONS

In these conditions, except where the context otherwise requires, the following words shall have the meanings set opposite each respectively:

"Buyer" the person, firm or company with whom or with which the Company contracts subject to those conditions.

"Contract" the contract made or to be made between the Company and the Buyer subject to these conditions. "Goods" the goods or services including samples where relevant, the subject matter of the Contract.

2. ACCEPTANCE

Any quotation, whether written or oral, submitted by the Company shall be deemed to be an invitation to treat and not an offer. The placing by the Buyer of any order whether written or oral and whether or not any quotation may have been submitted by the Company, shall conslilute an offer by the Buyer and the Contract shall not be taken to have come into existence unless and until the Company shall have accepted the Buyer's offer. Any order placed by the Buyer with any of the Company's salesmen or other employees or representatives shall be subject to acceptance by the Company as aforesaid. Acceptance by the Company shall be deemed to be subject to these conditions, which shall form the conditions of the Contract and shall apply to the exclusion of any terms or conditions put forward by or on behalf of the Buyer.

3. TIME LIMITS

Any time or date quoted by the Company for delivery or all or any of the Goods is an estimate only and 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.

4. AVAILABILITY

All goods quoted as ex stock are subject to availability.

5. DELIVERY

Unless otherwise agreed by the Company in writing, the Company shall forthwith notify the Buyer in writing when the goods are ready and of the address of the Company at which they may be collected. Within 5 working days following the date of such notice, the Buyer shall collect the Goods from the Company, collection to take place during the Company's normal hours of business from time to lime in force and the costs of carriage and insurance to be borne by the Buyer.

6. LOSS OR DAMAGE IN TRANSIT

Where the Goods are delivered by or on behalf of the Company, the Company accepts no liability whatsoever for loss of or damage to Goods in transit or shortages thereof unless notified in writing of the details within seven days following despatch.

7. STORAGE

In the event that the Buyer shall be unable to accept delivery of or collect the Goods within five working days following the date of, notification that they are ready for despatch or collection (as the case may be), the Buyer shall forthwith upon such notification arrange for the Goods to be at once removed and stored at its own risk and expense. If at the expiry of five working days following the date of such notification the Goods shall not have been removed as aforesaid, the Company shall be entitled without further reference to the Buyer either to sell the Goods for the Company's own benefit or to store the Goods upon its own premises or arrange for their storage with a third party, in which event any costs Oncluding VAT thereon) so incurred by the Company (including but not limited to storage, carriage and insurance) shall be borne by the Buyer, and the/company shall thereupon be entitled to charge the Buyer for the Goods and any costs so incurred.

8. DESCRIPTION

The Company shall be entitled without notice to the Buyer to alter any specification, description, design, drawing, illustration and/or other particulars to Goods and to supply the Goods as so altered in performance of the Contract and shall be entitled to substitute similar goods of equivalent type, and to supply such goods in performance of the Contract.

9. PERFORMANCE

9.1 It shall be the responsibility of the Buyer to ensure that the Goods are sufficient and suitable for the purpose or purposes intended, and that is premises are safe and suitable for the installation and operation with all relevant legislation (including without limitation safety legislation).

9.2 Where the Buyer provides any item of the equipment for the installation and/or operation of the Goods and/or ancillary to and/or for use in connection with the Goods, it shall be the Buyer's responsibility to ensure that the use of any such item does not adversely affect the suitability of the Goods.

10. SAMPLES

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

11. CANCELLATION

Following acceptance as aforesaid by the Company of the Buyer's order, no cancellation, either in whole or in part, may be made by the Buyer other than with the prior written consent of the Company and upon payment to the Company of a restocking charge of 15% of the full invoice price (any cash discount being ignored) against the issue by the Company of a credit note for any balance due.

12. PRICE

Any price quoted by the Company is exclusive of delivery from the premises of the Company where the order is placed, but the actual price to be charged to the Buyer under the Contract shall be the Company's price ruling at the date of despatch or collection (as the case may be) together with, where relevant the cost to the Company of any carriage, insurance and/or storage effected by it in connection with the Buyer's order. In accordance with the terms of this condition, the Company shall be entitled at anytime up to the dale of despatch to vary the price quoted to the Buyer.

13. CREDITWORTHINESS

The Company reserves the right,on giving to the Buyer written notice of its intention to do so, to withhold performance of any or all of its obligations, whether under the Contract or otherwise howsoever, if in its absolute discretion it considers the Buyer's credit status to be unsatisfactory.

14. DATE OF PAYMENT

14.1 The Buyer shall make payment of each and every invoice in full without contra or set off by the last working day of the month following the month dated on the Company's invoice. Interest at the rate of 11.12% per month compound will be charged from day to day on all monies outstanding after this time until the actual date of payment, and any cash discount referred to in the quotation, correspondence and/or elsewhere will not be allowed to the Buyer.

14.2 Where payment is agreed to be made by instalments, any delay or default by the Buyer in making payment in respect of anyone Instalments shall render all the remaining instalment due forthwith and interest will be charged in accordance with condition 14.1 with immediate effect until date of actual payment.

15. DELIVERY BY INSTALMENTS

Where delivery is agreed to be made by instalments, each instalment shall be deemed to be a separate and distinct contract,, and no default by the Company in respect of anyone or more instalment shall entitle the Buyer to reject or withhold payment in respect of any other instalment or instalments

16. DISPUTES AND SET-OFF

17. RISK

Subject to condition 6, the risk of loss or damage to the Goods or any of them shall pass to the Buyer.

17.1 In respect of such of the Goods as are delivered to the Buyer, upon delivery at the premises or nominated site of the Buyer, and

17.2 In respect of such of the Goods a are collected by the Buyer, upon collection as aforesaid; and

17.3 In respect of such of the Goods as many be stored in accordance with condition 7, upon the expiry of the period of five working days referred to,the Company having no obligation to insure any such of the Goods notwithstanding any other provision of these conditions.

18. TITLE
18.1 Notwithstanding the passing of risk under condition 17,unless and until payment shall have been made to the Company of all sums due to it, whether under the Contract or otherwise howsoever:
18.1.1 Property in and title to the Goods shall remain in the Company: and
18.1.2 Should the Buyer convert the Goods or any of them into any new product or products, whether or not any such conversation 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 for the Company and the Company shall have the full legal and beneficial ownership of any such new product or products: and
18.1.3 The Buyer shall store the Goods and any such new product or products separately from all other goods and products, and in such a way that they can be readily identified as being the property of the Company: and
18.1.4 Subject to conditions 18.1.5 and 18.1.6 the Buyer shall be free to sell the Goods and as such new product or products in the ordinary course of its business on the basis that the proceeds of sale shall be the property of the Company and the Buyer shall account therefore to the Company on demand; provided that the Buyer shall have no authority to enter into any contract for sale on behalf of the Company and any contract for sale shall accordingly be concluded in the name of the Buyer: and

18.1.5 The Company may at any time revoke the Buyer's power of sale referred to in condition 18.1.4 by written notice to the Buyer if the Buyer shall for seven days or more be in default in the payment any sum whatsoever due to the Company (whether in respect of the Goods or any other goods supplied by the Company or services rendered, whether or not under the contract by the Company or for any other reason whatsoeve . Or if any'bill of exchange, cheque or other negotiable instrument drawn or accepted by the Buyer in favour of the Company in good faith shall have doubts as to the solvency of the Buyer: and

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

18.1.6 The Buyer's power of sale referred to in condition 18.1.4 shall automatically cease if any receiver or manager shall be appointed over any or all of the assets or undertaking of the Buyer, or 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 or amalgamation) or call any meeting of or make any arrangements or composition with creditors or commits any act of bankruptcy: and

18.1.7 Upon determination of the Buyer's power of sale under conditions 18.1.5 and/or 18.1.6 above, the Buyer shall place the·Goods and any such new product or products atthe disposal of the Company and the Company shall be entitled, using only such force as many be necessary, to enter upon any premises of the Buyer for the purpose of removing the Goods and any such new product for products from the premises. Including severance from realty where necessary.

18.2 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 purposes of this condition unless and until the bill of exchange, cheque or other negotiable instrument shall have been honoured or presentation for payment, notwithstanding that the/company may have negotiated same and received value in exchange.

19. TERMINATION

Without prejudice to any rights and remedies available to it, whether under the Contract or otherwise, the Company shall be entitled, in its absolute discretion and upon giving to the Buyer written notice of its intention to do so, either to terminate wholly or in part the Contract and/or any other contract with the Buyer or to withhold performance of all or any of its obligations under the Contract and/or any other contract in anyone or more of the following events:

19.1 If any sum owing to the Company from the Buyer and any account whatsoever shall be unpaid after the due date for payment

19.2 If the Buyer shall refuse to take delivery of or collect any of the Goods in accordance with the terms of the Contract

19.3 If the Buyer shall commit any act of insolvency (which shall be deemed to mean and include the presentation of a petition of the passing of a resolution for the winding up of the Buyer, other than a voluntary winding up for the purposes of and following by amalgamation or reconstruction, the appointment of a receiver and/or manager over the whole or any part of its undertaking and assets the convening of a meeting or making of any composition or arrangement with its creditors generally and the levying of execution against any of its assets).

20. SALE OF GOODS ACT

The Company neither gives not makes any warranty, guarantee, condition or representation with regard to the Goods, all of which (other than the conditions implied by section 12 of the Sale of Goods Act 1979). Express or implied, statutory or otherwise, are accordingly hereby expressly excluded.

21. COMPLIANCE WITH REGULATIONS

II shall be the responsibility of the Buyer to ensure that all requirements applicable to the goods, whether statutory, regulatory, municipal and/or otherwise howsoever, are duly complied with

22. FORCE MAJEURE

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 nay 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 country, industrial dispute, civil commotion, fire, tempest and/or food.

23. WAIVER

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

24. SEVERABILITY

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-enforceability of any other such obligation.

25. HEADINGS

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

26. GOVERNING LAW

The Contract shall in ass respects be governed by and construed in accordance with English Law.