1 Interpretation

In these Conditions: “Customer” means the person who purchases Products from the Company; “Conditions” means the standard terms and conditions of sale set out in this document; “Contract” means the contract for the purchase and sale of the Products in accordance with these Conditions; “Order” means the Customer’s order for Products, being the Customer’s purchase order or acceptance of the Company’s written quotation; “Products” means the goods described or referred to in the Order; “writing” or “written” includes email and fax.

2 Basis of the sale

2.1 These Conditions apply to the exclusion of any other terms the Customer seeks to impose or which are imposed by trade, custom or course of dealing.

2.2 The Order constitutes an offer by the Customer to purchase Products in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order (including any specification submitted by the Customer) are complete and accurate.

2.3 The Order shall only be accepted when the Company issues a written acceptance of the Order at which point the Contract shall come into existence.

2.4 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any advice, recommendation, statement, representation or warranty made or given on behalf of the Company which is not set out in the Contract.

2.5 No variation to these Conditions is binding on the Company unless agreed in writing between the authorised representatives of the Customer and the Company.

2.6 A quotation for Products given by the Company shall not constitute an offer. A quotation shall only be valid for a period of 8 weeks from its date of issue.

2.7 Any samples, drawings, descriptive matter, or advertising produced by the Company and any descriptions or illustrations contained in the Company’s sales literature or website are produced for the sole purpose of giving an approximate idea of the Products. They shall not form part of the Contract or have any contractual force.

2.8 Any typographical, clerical or other error or omission in any quotation, price list, acceptance of offer, invoice or other document or information issued by the Company may be corrected without any liability on the Company.

3 Orders and Specifications

3.1 The Products shall be as described or referred to in the Order.

3.2 If the Products are to be manufactured or any process is to be applied to the Products by the Company in accordance with a specification supplied by the Customer, the Customer shall indemnify the Company against all loss, damages, costs and expenses suffered or incurred by the Company in connection with (a) any claim for infringement of a third party’s intellectual property rights which results from the Company’s use of the Customer’s specification; and (b) any claim against the Company in respect of an alleged defect in the Products.

3.3 The Company reserves the right to make any changes in the specification of the Products which are required to conform with any applicable safety or other statutory requirements or which do not materially affect their quality or performance.

3.4 Once an Order has been accepted by the Company it may not be cancelled except with the agreement of the Company and the Customer shall indemnify the Company against all loss (including loss of profit) costs (including the costs of all labour and materials used), damages, charges and expenses incurred by the Company as a result of cancellation. The Company reserves the right to make a cancellation charge equivalent to 10% of the price of the Products (excluding VAT) in the event of cancellation.

4 Price of the Products

4.1 The price of the Products shall be the Company’s price as set out in its quotation or as otherwise notified to the Customer in writing.

4.2 The Company reserves the right, by giving written notice to the Customer at any time before delivery, to increase the price of the Products to reflect (a) any increase in cost to the Company which is due to a factor beyond its reasonable control, (b) any change in delivery dates, quantities or specifications for the Products which is requested by the Customer, or (c) any delay caused by the Customer (including failure to give the Company adequate information or instructions).

4.3 Except as otherwise agreed in writing between the Customer and the Company, the prices of Products shall exclude (a) the costs of packaging, insurance and freight charges; and (b) all customs, import and/or export duties and all other taxes tariffs and surcharges which may be payable. These amounts shall be invoiced to the Customer as appropriate.

4.4 The prices of Products are exclusive of VAT, which is additionally payable by the Customer on receipt of a VAT invoice from the Company.

5 Delivery

5.1 Delivery of the Products shall be made by the Customer collecting the Products from the Company’s premises or, if the Company has agreed to deliver the Products to an alternative location, by the Company delivering the Products to that location.

5.2 Delivery shall be completed on the notification to the Customer that the Products are ready for collection or, if the Company has agreed to deliver the Products to an alternative location, on the delivery of the Products to that location. If the Products are to be collected by a carrier then delivery shall be completed when the carrier has collected the Products.

5.3 Any dates quoted for delivery of the Products are approximate only and the Company shall not be liable for any delay in delivery of the Products howsoever caused. Time for delivery shall not be of the essence. The Products may be delivered in advance of the quoted delivery date on giving reasonable notice to the Customer.

5.4 Where the Products are to be supplied in instalments or on a call-off basis, each instalment or amount called-off shall constitute a separate contract and failure by the Company to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as a whole as repudiated

5.5 If the Company fails to deliver the Products, its liability shall be limited to the excess (if any) of the cost to the Customer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Products. The Company shall not be liable for any failure to deliver the Products if such failure is due to a cause beyond the Company’s reasonable control or the Customer’s fault.

5.6 If the Customer (a) fails to take delivery of the Products or any instalment; (b) fails to call-off the Products within an agreed timescale; or (c) does not give the Company adequate delivery instructions then, without prejudice to any other right or remedy available to the Company, delivery shall be deemed to have been completed on the third working day after the Company has notified the Customer that the Products are ready for collection. The Company may store the Products until actual delivery at the cost and risk of the Customer and charge the Customer for the reasonable cost (including insurance) of storage.

5.7 If the Customer fails to take delivery within 2 weeks of being notified that the Products are ready, the Company may sell the Products at the best price readily obtained and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the price under the Contract or charge the Customer for any shortfall below the price under the Contract.

5.8 Claims for damages in transit, short delivery, non-delivery or loss in transit must be made in writing to the Company and carrier within five days of the actual or anticipated date of delivery whichever is the earlier. Full details must be given of the claim and any additional information provided at the request of the Company and the expense of the Customer.

6 Terms of Payment

6.1 The Company may invoice the Customer for the Products (or any instalment of Products or amount of Products which are called-off) on or at any time after delivery has taken place (whether actual or deemed under clause 5.6).

6.2 Payment is due (without deduction or set off other than any agreed discount) within 30 days of the date of the Company’s invoice. The time of payment of the price is of the essence of the Contract.

6.3 If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Company, the Company may:

6.3.1 cancel the Contract or suspend any further deliveries to the Customer under the Contract or any other contracts with the Customer

6.3.2 set off any amount owing to it against any amount payable by the Company to the Customer or any other payment made by the Customer;

6.3.3 charge the Customer interest (both before and after any judgment) on the amount unpaid, at the rate of 4% per annum above the Bank of England’s base rate from time to time. Interest shall accrue daily from the due date until payment in full is made. The Customer shall pay the interest together with the overdue amount; and

6.3.4 disapply any agreed discount in which case the payment due shall be increased accordingly.

7 Risk and Title

7.1 Risk in the Products shall pass to the Customer on completion of delivery (whether actual or deemed under clause 5.6).

7.2 Title to the Products shall not pass to the Customer until the Company has received payment in full of the price of the Products in cash or cleared funds.

7.3 Until title to the Products has passed to the Customer, the Customer shall keep the Products separate from other goods held by the Customer and ensure they are properly stored, protected, insured and identified as the Company’s property. If the Customer resells the Products or any goods which incorporate them before the Company has received payment, title to the Products shall pass from the Company to the Customer immediately before the resale.

7.4 If, before title to the Products has passed to the Customer, the Customer becomes subject to an insolvency event as set out in clause 10 then, without limiting the Company’s other rights and remedies:

7.4.1 the Customer’s right to resell the Products shall cease; and

7.4.2 the Company may at any time require the Customer to deliver up the Products and, if the Customer fails to do so, the Company may enter any premises of the Customer where the Products are stored to recover them.

8 Warranties

8.1 Subject to clause 8.4, the Company warrants that the Products will be free from defects in material and workmanship for a period of 3 months from the date of delivery.

8.2 The Customer shall give written notice of any defects to the Company 7 days from delivery or (where the defect was not apparent on reasonable inspection) within 14 days after discovery of the defect.

8.3 If the Customer gives notice to the Company in accordance with clause 8.2 that some or all of the Products do not comply with the warranty set out in clause 8.1, and, if requested the Company, returns the Products in question, the Company shall, at its option, either repair or replace the defective Products or refund the price of the defective Products.

8.4 The warranty set out in clause 8.1 is given subject to the following conditions: 8.4.1 the Company is not liable for any defect in the Products arising from any drawing, design or specification supplied by the Customer, or from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Company’s or the Product manufacturer’s instructions (whether oral or in writing), misuse or alteration or repair of the Products without the Company’s approval;

8.4.2 the Company is not liable under this warranty (or any other warranty, condition or guarantee) if the total price for the Products has not been paid by the due date for payment; and

8.4.3 this warranty does not extend to parts, materials or equipment not manufactured by the Company, in respect of which the Customer is only entitled to the benefit of such warranty or guarantee to the manufacturer to the Company as the Company is able to pass on to the Customer.

8.5 Subject as expressly provided in these Conditions, and except where the Products are sold to a person dealing as a consumer, all warranties, conditions or other terms implied by statute or common law (including, without prejudice to the generality of the foregoing, warranties of merchantability or fitness for a particular purpose) are excluded to the fullest extent permitted by law.

9 Limitation of Liability

9.1 Nothing in these Conditions shall limit or exclude the Company’s liability for death or personal injury caused by the Company’s negligence or fraud or fraudulent misrepresentation.

9.2 Subject to clause 9.1, the Company shall not be liable to the Customer whether in contract, tort (including negligence) or breach of statutory duty for any indirect or consequential loss or damage (whether for loss or profit or otherwise), which arise out of or in connection with this Contract.

9.3 The Company shall not be liable to the Customer or in breach of the Contract due to any delay in performing, or any failure to perform, any of the Company’s obligations, if the delay or failure was due to any cause beyond the Company’s reasonable control. Without prejudice to the generality of the foregoing, causes beyond the Company’s reasonable control include Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage insurrection civil disturbance or requisition, acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, or other public authority; import or export regulations or embargoes strikes, lockouts or other industrial actions (whether involving employees of the Company or of a third party); difficulties in obtaining raw materials, labour, fuel, parts or machinery; power failure or breakdown in machinery.

10 Insolvency of Customer

10.1 If the Customer makes any voluntary arrangements with its creditors or becomes subject to an administration order or bankrupt or goes into liquidation or an encumbrancer takes possession, or a receiver is appointed, over any of its property or assets or the Customer ceases, or threatens to cease to carry on business; or any analogous act in any part of the world; or the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly, then, without prejudice to any other right or remedy available to the Company, the Company may terminate the Contract and/or suspend any further deliveries under the Contract without any liability to the Customer.

10.2 On termination of the Contract the Customer shall immediately pay all of the Company’s outstanding invoices and interest and, in respect of Products supplied but for which no invoice has been submitted, the Company may submit an invoice which shall be payable immediately on receipt.

11 General

11.1 The Company may assign or sub-contract any of its rights under the Contract at any time.

11.2 Any notice to be given by either party to the other under the Contract shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may have previously been notified in writing to the other party.

11.3 Service of notices may be by hand, first class post, fax or email. Service is deemed effected: by hand upon delivery, by first class post on the second day after posting; by fax or email at 9am on the next working day.

11.4 No failure or delay by a party to exercise any right or remedy under the Contract shall constitute a waiver of that or any other right or remedy nor prevent the future exercise of that or any other right or remedy.

11.5 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. The validity of the rest of this Contract shall not be affected.

11.6 A person who is not a party to the Contract shall not have any right to enforce its terms.

11.7 The Contract shall be governed by the laws of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising.