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TERMS & CONDITIONS OF TRADING

1. Price
1.1 The price quoted excludes VAT (unless otherwise stated). Vat will be charged at the rate applying at the time
of delivery.
1.2 Our quotations lapse after 30 days (unless otherwise stated).
1.3 The Price quoted excludes delivery (unless otherwise stated).
1.4 Unless otherwise stated, the price quoted is an illustrative estimate only and the price charged will be our price
current at the time of delivery.
1.5 Rates of tax and duties on the goods will be those applying at the time of delivery.
1.6 At any time before delivery we may adjust the price to reflect any increase in our costs of supplying the goods.

2. Delivery
2.1 All delivery times quoted are estimates only and are largely dependent on our suppliers.
2.2 If we fail to deliver within a reasonable time, you may (by informing us in writing) cancel the contract, however:
2.2.1 you may not cancel if we receive your notice after the goods have been dispatched; and
2.2.2 if you cancel the contract, you can have no further claim against us under that contract; and
2.2.3 Clause 10 then applies.
2.3 If you accept delivery of the goods after the estimated delivery time, it will be on the basis that you have no
claim against us for the delay (including indirect or consequential loss, or increase in the price of goods)
2.4 We may deliver the goods in installments. Each installment is treated as a separate contract.
2.5 We may decline to deliver if:
2.5.1 we believe that it would be unsafe, unlawful or unreasonably difficult to do so; or
2.5.2 the premises (or the access to them) are unsuitable for our employees or vehicle.

3. Risk
3.1 The Goods are at your risk from the time of delivery.
3.2 Delivery takes place either:
3.2.1 when the goods are loaded at our premises (if you are collecting them or arranging carriage); or
3.2.2 when the goods are unloaded at your premises or address specified by you (if we are arranging carriage).
3.3 You must inspect the goods on delivery and installation. If the goods are damaged or not delivered, you must
write to tell us within five days of delivery or the expected delivery time. You must give us (and any carrier) a fair chance to inspect the damaged goods.
3.4 You should not interfere or alter the goods in anyway without prior consent.

4. Payment terms
4.1 You are to pay us in cash or cleared funds prior to delivery, unless you have an approved credit account.
4.2 If you have an approved credit account, payment is due no later than 30 days after the date of our invoice
unless otherwise agreed in writing.
4.3 If you fail to pay us in full on the due date we may;
4.3.1 suspend future deliveries;
4.3.2 charge you interest at the rate set under s.6 of the Late Payment of Commercial Debts (Interest) Act 1998;
a. calculated (on a daily basis) from the date of our invoice until payment;
b. compounded on the first day of each month; and
c. before and after any judgement (unless a court orders otherwise);
4.3.3 claim fixed sum compensation from you under s.5A of the Act to cover our credit control overhead costs; and
4.3.4 recover (under clause 4.7) the cost of taking legal action to make you pay.
4.4 If you have an approved credit account, we may withdraw it or reduce your credit limit or bring forward your due
date for payment. We may do any of those at any time without notice.
4.5 You do not have the right to set off any money claim from us against anything you may owe us.
4.6 We may set off any sums which you (or any of your group companies) owe us (or any of our group companies).
If we do this we may also rely on any other right or remedies we have.
4.7 While you owe money to us, we have a lien on any of your property in our possession.
4.8 You are to indemnify us in full and hold us harmless from all expenses and liabilities we may incur (directly or
indirectly including financing costs and including legal costs on a full indemnity basis) following any breach by you of any of your obligations under these terms.
4.9 You are liable to pay should delivery or installation of goods be delayed by you or a third party the full amount
of the order less the delivery or installation costs.

5. Title
5.1 Until you pay all your debts you may owe us:
5.1.1 all goods supplied by us remain our property;
5.1.2 you must store them so that they are clearly identifiable as our property;
5.1.3 you must insure them (against the risks for which a prudent owner would insure them) and hold the policy
on trust for us;
5.1.4 you may use those goods and sell them in the ordinary course of your business, but not if:
a. we revoke that right (by informing you in writing); or
b. you become insolvent.
5.2 You must inform us (in writing) immediately if you become insolvent.
5.3 If your right to use and sell the goods ends you must allow us to remove the goods.
5.4 We have your permission to enter any premises where the goods may be stored:
5.4.1 at any time, to inspect them; and
5.4.2 after your right to use and sell them has ended, to remove them, using reasonable force if necessary.
5.5 Despite our retention of the title to the goods, we have the right to take legal proceedings to recover the price
of goods supplied should you not pay us by the due date.
5.6 You are not our agent. You have no authority to make any contact on our behalf or in our name.

6. Warranties
6.1 We warrant that the goods:
6.1.1 comply with their general description and the narrative on our acknowledgement of our order form; and
6.1.2 are free from unnatural or unusual material defect at the time of delivery (as long as you comply with 6.3)
6.2 We give no other warranty (and exclude any warranty, term or condition that would otherwise be implied) as to
the quality of the goods or their fitness for any purpose.
6.3 We shall not be liable under any warranty for parts or equipment not manufactured by us.
In respect of such goods you shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to us.
6.4 If you believe that we have delivered goods that are defective in materials or workmanship, you must:
6.4.1 inform us (in writing), with full details, with in five days; and
6.4.2 allow us to investigate (we may need access to your premises and product samples).
6.5 If the goods are found to be defective in material or workmanship (following our investigations), and you have
complied with those conditions (in clause 6.4) in full, we will (at our option) repair the goods replace the goods or refund the price.
6.6 We are not liable for any loss or damage arising from the contract or the supply of goods or their use, even if
we are negligent, including (as examples only);
6.6.1 direct financial loss, loss of profits or loss of use; and
6.6.2 indirect or consequential loss
6.7 Our total liability to you (from one single cause) for damage to property caused by our negligence is limited to
five million pounds.
6.8 For all other liabilities not referred to elsewhere in these terms our liability is limited in damages to the price of
the goods.
6.9 Nothing in these terms restricts or limits our liability for death or personal injury resulting from negligence.

7. Specification
7.1 If we prepare the goods in accordance with your specifications or instructions it is your responsibility to
ensure that:
7.1.1 the specifications or instructions are precise and accurate;
7.1.2 goods prepared in accordance with those specifications or instructions will be specifically fit for the purpose
for which you intend to use them; and
7.1.3 your specifications or instructions will not result in an infringement of any intellectual property rights of a
third party, or in the breach of any applicable law or regulation.
7.2 We reserve the right;
7.2.1 to make any changes in the specifications of our goods that are necessary to ensure they conform to any
applicable safety or statutory requirements; and
7.2.2 to make without notice any minor modifications in our specifications we think necessary or desirable.

8. Return of goods
8.1 We do not accept the return of any goods.

9. Export terms
9.1 Clause 9 of these terms applies (except to the extent that it is inconsistent with any written agreement between
us) where we supply the goods over an international border or overseas.
9.2 The ‘Incoterms’ of the International Chamber of Commerce which are in force at the time when the contract is
made apply to exports, but these terms prevail to the extent that there is any inconsistency.
9.3 Unless otherwise agreed, the goods are supplied ex works our place of manufacture.
9.4 Where the goods are to be sent by us to you by route including sea transport we are under no obligation to give
a notice under section 32(3) of the Sale of Goods Act 1979.
9.5 You are responsible for arranging testing and inspection of the goods at our premises before shipment (unless
otherwise agreed). We are not liable for any defect in the goods which would be apparent on inspection unless a claim is made before shipment. We are not liable for any damage during transit.
9.6 We are not liable for the death or personal injury arising form the use of the goods delivered in the territory of
another State (within the meaning of s.26 (3) (b) Unfair Contract Terms Act 1977).

10. Cancellation
10.1 You may not cancel the order unless we agree in writing (and clauses 2.2.2 and10.2 then apply).
10.2 If the order is cancelled (for any reason) you are then to pay us for all the stock (finished or unfinished) that we
may then hold (or to which we are committed) for the order. You must also pay us labour costs for preparing the goods.
10.3 We may suspend or cancel the order by written notice if:
10.3.1 you fail to pay us any money when due (under the order or otherwise);
10.3.2 you become insolvent;
10.3.3 you fail to honour your obligations under these terms.

11. Waiver and variations
11.1 Any waiver or variation of these terms is binding in honour unless:
11.1.1 made (or recorded) in writing;
11.1.2 signed on behalf of each party; and
11.1.3 expressly stating an intention to vary these terms.
11.2 All orders that you place with us will be on these terms (or any that we may issue to replace them).
By placing an order with us you are expressly waiving any printed terms you may have to the extent that they are inconsistent with our terms.
11.3 Any typographical clerical or other error or omission in any sales literature quotation price list acceptance or offer
invoice or other document or information issued by Us shall be subject to correction without liability on the part of Us.

12. Force majeure
12.1 If we are unable to perform our obligations to you (or able to perform them only at an unreasonable cost)
because of circumstances beyond our control, we may cancel or suspend any of our obligations to you, without any liability.
12.2 Examples of those circumstances include act of god, accident, explosion, war, terrorism, fire, flood, transport
delays, strikes and other industrial disputes and difficulty obtaining supplies.

13. General
13.1 English law is applicable to any contract made under these terms. The English and Welsh courts have
non-exclusive jurisdiction.
13.2 We may sub contract the performance of the Contract in whole or part.
13.3 If you are more than one person, each of you has joint and several obligations under these terms.
13.4 If any of these terms are unenforceable as drafted:
13.4.1 it will not affect the enforceability of any other of these terms; and
13.4.2 if it would be enforceable if amended, it will be treated as so amended
13.5 We may treat you as insolvent if:
13.5.1 you are unable to pay your debts as they fall due; or
13.5.2 you (or any item of your property) become the subject of:
a. any formal insolvency procedure (examples of which include receivership, liquidation, administration,
voluntary arrangements (including a moratorium) or bankruptcy;
b. any application or proposal for any formal insolvency procedure; or
c. any application, procedure or proposal overseas with similar effect or purpose.
13.6 All brochures, catalogues and other promotional materials are to be treated as illustrative only. Their contents
form no part of any contract between us and you should not rely on them in entering into a contract with us.
13.7 Any notice by either of us which is to be served under these terms may be served by leaving it or at or by
delivering it to (by first class post or by fax) the other’s registered office or principle place of business. All such notices must be signed.
13.8 No contract will create any right enforceable (by virtue of the Contracts Rights of Third Parties Act 1999) by any
person not identified as the buyer or seller.
13.9 The only statements upon which you may rely in making a contract with us, are those made in writing by
someone who is our authorised representative and either:
13.9.1 contained in our quotation (or by covering letter); or
13.9.2 which expressly state that you may rely on them when entering into the contract.

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