Terms and Conditions

1. QUOTATIONS AND ORDERS

(a) All prices quoted are ex warehouse and unless previously withdrawn remain open for acceptance by the customer for 21 days after the date of quotation.

(b) Official orders in writing from customers are required for the supply of any goods.

(c) Submission of a quotation by the Company in response to a verbal order does not constitute acceptance of such order. Orders can only be accepted as specified in paragraph (b) above.

(d) Stenogreaphical or clerical errors or omissions are subject to correction by the Company at any time.

(e) The quoted price for the goods may be varied by additions upward by the Company in accordance with market conditions at the date of actual delivery. The Company will give notice of such increase to the customer and the customer will have the right, within 7 days of the notice, to give a counter-notice declining the increase, in which case the Company will have the option to determine the Agreement or proceed with the Agreement at the original contract price.

2. DETERMINATION

If the customer shall make fault in or commit any breach of any of the obligations to the Company or if any distress or execution shall be levied upon the customers his property or assets or if her (the customer) shall make or offer to make any arrangements or compositions with creditors or commit any act of bankruptcy or if any petition or receiving order in bankruptcy shall be presented or made against him or the customer shall be a Limited company and any resolutions or petitions to wind up such Company’s business shall be passed or presented otherwise than for reconstruction or amalgamation or if a receiver of such Company’s undertaking property or assets of any part thereof shall be appointed or if the customer shall appear on the stop list of any trading association concerning the goods agreed to be sold the Company shall have the following right: To determine any order then subsisting and upon written notice of such determination being posted by it to the customer’s last known address any subsisting order shall be deemed to have been determined without prejudice to any claim or right the Company might otherwise make or exercise.

3. CANCELLATION

After acceptance in accordance with paragraph 1(b) above orders may only be cancelled or goods returned with the previous written consent of the Company. In the event of such cancellation being accepted the Company shall be entitled to make such reasonable and proper cancellation charge upon such terms as to payment as shall compensate the Company for any loss or expense and costs incurred or to be incurred by it.

4. DELIVERY

(a) The place of delivery is the Company’s usual place of business.

(b) Delivery to the customer’s nominated business address will be arranged subject to reasonable delivery and transportation charges being met by the customer.

(c) The Company will use its best endeavour to secure delivery on the estimated date but time and delivery is not of the essence of the contract and late delivery shall not give rise to any claim for diminution in price or damages. The Company will not be liable for delay or non-delivery due to industrial disputes or other caused beyond its control.

(d) The Company may rescind the contract if the manufacturer ceases to make goods of the type agreed to be sold whether the estimated date of delivery has arrived or note. In this event the Company will refund to the customer any sums paid to it as a deposit.

5. DELAYS BY CUSTOMER

If after acceptance of an order pursuant to paragraph 1(b) above the customer shall fail or refuse to accept delivery of the goods ordered for more than 14 days after such goods shall become available the Company shall be entitled to make such reasonable storage charges as it shall think fit. This provision shall be an addition to and not in substitution of any other payment or damages for which the customer may become liable in respect of his failure to take delivery at the appropriate date. Payment for such goods shall fall due on the same date as if there had been no such failure or refusal to accept delivery.

6. PAYMENT

(a)

(i) Accounts are opened upon receipt of 3 acceptable trade references and the name and address of the customer’s bankers.

(ii) The Company shall have the right to set a maximum amount of credit allowable upon any individual customer’s account and to withdraw credit facilities on any overdue account.

(b) In the absence of agreement to the contrary prices are quoted net exclusive of Value Added Tax or similar taxes, levies or duties and are payable net 30 days from date of invoice. The Company reserves the right to charge interest equivalent to the overdraft rate of interest charged by Lloyds Bank Plc on any overdue accounts.

(c) Until payment is made the property in the goods shall remain in the Company.

7. LOSS OR DAMAGE IN TRANSIT

(a) In cases where the Company undertakes in writing to deliver to the customer’s premises or to their order and on receipt the goods are signed for by a duly authorised person the Company will replace lost or damaged goods without charge to the customer provided that notice of the loss or damage is received within 3 days after notice of despatch has been given to the customer. Such replacement goods shall be supplied with all reasonable speed and the Company shall incur no further liability whatsoever for any loss or damage occasioned directly or indirectly by the goods having been lost or damaged in transit. The customer will give the Company all reasonable assistance in any claim against the carrier.

(b) Except as in (a) above the Company accepts no responsibility for loss or damage in transit. The Company will however give all reasonable assistance to the customer at the customer’s expense in any claim made against the carrier.

8. GUARANTEE

Subject as hereinafter provided the Company shall repair (or at its sole option replace) at its own cost all parts of its own manufacture which are or become faulty by reason only of the use of defective materials or by reason of defective workmanship within a period of 12 calendar months from the date when the goods shall become available for delivery to the customer subject to the following: -

(a) The customer must give the Company immediate written notice of any such defects and must not in anyway attempt to repair or remedy the defective goods.

(b) The Company must be satisfied on inspection that the goods have not been put to abnormal or improper use: and

(c) Any defective goods or parts must be returned carriage paid for inspection to the Company’s warehouse. Goods and parts repaired or replaced under guarantee will be delivery to customers in the United Kingdom free of charge.

9. EXCLUSIONS

(a) The Company shall be liable for any indirect damage caused to the customer or any others due to such faults and defects specified in condition 8 above.

(b) The Company incur no liability whatsoever for any faults or defects in parts not of its manufacture and the customer must rely on the guarantee (if any) give by such manufacturer.

(c) The Company’s liability under the above guarantee is limited to the cost or repairing or replacing any defective goods or parts and such liability shall terminate after the expiration of 12 months from the date of delivery.

10. PATENTS

The customer shall indemnify the Company against all damages penalties and costs and expenses to which the Company may become liable if any work done in accordance with the custom’s specification involves an infringement of a registered design or patent.

11. ORAL REPRESENTATION

The customer declares that he is not relying on any oral representative made about the goods (either as to their quality or otherwise given to him by or on behalf of the Company) and agrees that any oral representations that have been made do not form part of any contract between him and Company and in no way give ground even if such representations prove to be false for any claim against the Company.

12. RIGHT TO RETAIN PROPERTY

(a) The goods supplied to the customer by the Company shall be at the customer’s risk immediately on delivery to the customer or into custody on the customer’s behalf (whichever is the sooner) and the customer should therefore be insured accordingly but the property in the goods shall not pass to the customer until the Company has received payment in full for (a) the goods supplied hereunder and (b) all other goods the subject of any other contract between the Company the customer. If before the property in the goods shall have passed as aforesaid the customer being a corporate body shall have a Receiver appoint or shall go into liquidation (save for the purposed of amalgamation or reconstruction) or being an individual or firm shall have a Receiving Order made or be adjudicated bankrupt and whether being a corporate body or an individual or firm shall enter into any composition with its his or their creditors or suffer any distress or execution to be levied on its his or their goods then and in any such cases the customer shall at the request of the Company make the goods available to the Company or its agents and shall permit the Company or its agents to gain access to the place where the goods are stored at that time and shall permit the Company to regain possession of such goods.

(b) Until the date of payment the customer, if the Company so desires is required to store the goods in such a way that they are clearly the property of the Company.

(c)

(i) The Company and the customer agree that if the customer should make (a) new object(s) from the goods mix the goods with (an) other object(s) or if the goods in anyway whatsoever become a constituent of (an) other object(s) the Company will be given the property of this (these) new object(s) as surety for the payment in full of all sums owed at that date by the customer to the Company.

(ii) To this end the Company and the customer agree that the property in the goods whether finished or not is to be transferred to the Company and that this transfer of property will be considered to have taken place through and at the moment of single operation or event by which the goods are converted into (a) new object(s) or are mixed with or become a constituent of (an) other object(s).

(iii)Until full payment of all sums owed by the customer to the Company the customer shall keep the object(s) in question for the Company in his capacity of fiduciary owner and if required shall store this (these) object(s) in such a way that it (they) can be recognised as such.

13. TIME OF ESSENCE

The time herein before mentioned within which the customer is obliged to pay for goods shall be the essence of this contract.

14. DELAYED SUPPLY

The Company reserves the right to amend a project price to meet with current pricing policy if delays occur beyond 90 days of the order placement date. This will be implemented if a contract is not completed within 90 days of order placement.

15. INTERPRETATION

The singular number shall be deemed to include the plural and the masculine shall be deemed to

include the feminine.

16. VALIDITY

Unless otherwise agreed these conditions which supersede any earlier sets of conditions appearing in the Company’s catalogues or elsewhere shall override any terms or conditions stipulated incorporated or refunded to by the customer whether in the order or in any negotiations and all guarantees or conditions (including any conditions as to quality or fines for any particular purpose) whether expressed or otherwise are excluded and hereby negative (so far as statute permits).

17. VARIATION

The above terms and conditions may only be varied with the written consent of the Company.

18. PROPER LAW

Unless otherwise agreed in writing these conditions and the contract shall be subject to and onstrued in accordance with English Law.