Terms and Conditions

1. APPLICATION

1.1 These conditions alone shall govern and be incorporated in every contract for the sale of goods made by or on behalf of the Seller with any customer (“the buyer”). They shall apply in place of and prevail over any terms or conditions, (whether or not in conflict or inconsistent with these Conditions), contained or referred to in any documents submitted by the Buyer or in correspondence or elsewhere implied by trade custom, practice or course of dealing unless specifically excluded or varied in writing by a director or other authorised representative of the Seller and any purported provisions to the contrary are hereby excluded or extinguished.

1.2 Acceptance by the Buyer of delivery of the goods shall (without prejudice to Condition 2 or any other manner in which acceptance of these Conditions may be evidenced) be deemed to constitute unqualified acceptance of the conditions.

1.3 If, subsequent to any conditions of sale or purchase, such contract howsoever made shall be deemed to be subject of these conditions.

2. QUOTATIONS AND ACCEPTANCE

2.1 A quotation by the Seller does not constitute an offer and the Seller reserves the right to withdraw or revise the same at any time prior to the Seller’s acceptance of the Buyer’s order. Any quotations shall in any event lapse unless the Seller accepts an order from the Buyer within 30 days of the quotation.

3. PRICES

3.1 The prices payable for the goods shall be confirmed on communicated price list, and subsequent issued invoice. The Seller shall have the right at any time to revise prices to take into account inflation and/or increases in cost including (without limitation) costs of any goods, materials, carriage, labour or overheads, the increase or imposition of any tax duty or other levy and any variation in exchange rates.

3.2 Unless otherwise specified VAT and any other tax or duties payable by the Buyer shall be added to the price.

3.3 When prices are quoted „CIF‟ or „CIF duty paid‟ or „free delivered‟ to any delivery address outside the United Kingdom, then any increase in insurance, packing or freight costs or duties or taxes applicable to delivery of the goods between acceptance of the Buyer’s order and delivery (together with all costs of any trans-shipment and/or deviation of voyage) shall be paid by the Buyer.

4. TERMS OF PAYMENT

4.1 Payment of invoices shall be made in full without any deduction or set-off in accordance with the terms stated on the Seller’s invoice. Time of payments shall be essence of all contracts between the Buyer and Seller. The Seller reserves the right to suspend the provision of goods to the Buyer where any amounts are overdue under any contract with the Buyer until all such amounts have been paid.

4.2 Interest shall be payable on overdue accounts at the rate of 3% over Lloyds Bank plc London base rate from time to time to run from the due date for payment until receipt by the Seller of the full amount.

4.3 Any credit given by the Seller to the Buyer may be withdrawn or limited at any time by the Seller on such notice as the Seller may think fit and consequently the Seller may refuse to deliver all or part of the goods other than against due tender of the price in accordance with any contract to which these conditions apply.

4.4 All payments made by the Buyer to the Seller shall be apportioned first to goods which have been resold by the Buyer and then to goods which remain in possession or under control of the Buyer notwithstanding any purported contrary appointment by the Buyer.

5. DELIVERY

5.1 Delivery or despatch dates mentioned in any quotation or elsewhere are approximate only and not of any contractual effect and the Seller shall not be under any liability to the Buyer in respect of any failure to deliver on any particular date or dates. Time for delivery shall not be of the essence of any contract to which these conditions apply and shall not be made so by the service of any notice. All orders for goods endorsed delivery as required or with no final completion date for deliveries are accepted on condition that the Seller is given reasonable time to make the goods and full delivery of the goods is taken within 6 months of the Seller’s acceptance.

5.2 Delivery will be on a „Delivered‟, „FOB‟ or „Ex works‟ basis as stated on the order acknowledgement form. In the case of a sale „ex works‟ the Seller shall not be liable for any loss or damage caused by any incident occurring during transit from its premises.

5.3 If the Buyer refuses or fails to take delivery of goods tendered in accordance with the contract or fails to take action necessary on its part for delivery and/or shipment of the goods the Seller shall be entitled to terminate the contract with immediate effect, to dispose of the goods as the Seller may determine, and recover from the Buyer any loss and additional costs incurred as a result of such refusal or failure (including without limitation storage costs from the due date of delivery).

5.4 Unless otherwise expressly agreed by the Seller may affect delivery in one or more instalments. Where delivery is effected by instalments each instalment shall be treated as a separate contract.

5.5 Section 32(2) of the sale of goods act 1979 shall not apply. The Seller shall be required to give the Buyer notice specified in section 32(2) of that act.

6. RISK AND INSURANCE

6.1 Subject (where appropriate) to condition 7 risk shall pass on delivery.

6.2 Any property of the Buyer in or under the Seller’s possession or control and all property supplied to the Seller on behalf of the Buyer shall be held by the Seller at the Buyer’s risk.

6.3 From time of the delivery until property of the goods passes to the Buyer in accordance with Condition 8 the Buyer shall insure the goods for their full value with a reputable insurance office. Upon request, the Buyer shall use reasonable endeavours to get the Seller’s interest in the goods noted on the insurance policy. Until property in the goods passes to the Buyer the proceeds of any claim on such insurance policy shall be held on trust for the Seller and shall forthwith account to the Seller with such proceeds.

6.4 Any goods returned by the Buyer to the Seller shall be at the Buyers risk unless their return is at the Seller’s request.

7. EXPORT SALES

71 In any case where the goods are sold CIF or FOB or on the basis of any other international trade terms the meaning given to such terms in the I.C.C. Incoterms (as revised from time to time) shall apply except where inconsistent with any of the provisions contained in these conditions. Where goods are sold CIF, the Seller has the option of Insuring under its floating and/or general policies but shall provide a certificate of such insurance if requested to do so by the Buyer. Where goods are sold FAS, FOB or FREE the seller will on the same basis insure the outward voyage if requested by and for the account of the Buyer.

8. TITLE

8.1 notwithstanding delivery and passing of risk, the goods shall remain the property of the seller until such time as the buyer shall have paid to the seller the agreed price (together with any accrued interest) and all other amounts owed by the buyer to the seller.

8.2 Until property in the goods has passed the Buyer shall be in possession of the goods in a fiduciary capacity and shall:

(a) not part with possession of the goods otherwise than in accordance with Condition 8.6,

(b) take proper care of the goods and take all reasonable steps to prevent any damage to or deterioration of them,

(c) keep the goods free from any charge, lien or other encumbrance and store the goods in such a way as to show clearly that they belong to the Seller; and

(d) notify the Seller forthwith upon the happening of any events set out in condition 16.1.

8.3 The Seller reserves the right to repossess and resell the goods to which it has retained title and any right the Buyer may have to possession of the goods shall in any event cease.

(a) if any sum owed by the Buyer to the Seller (whether in respect of the goods or otherwise) is not paid to the Seller by the date it is due, or

(b) upon the happening of any events set out in condition 16.1.

8.4 The Buyer hereby grants an irrevocable right and license to the Seller and its servants and agents to enter all or any of the Buyer’s premises with or without vehicles during normal business hours for the purpose of inspecting and/or repossessing goods to which it has retained title. This right and license shall continue to subsist notwithstanding the termination for any reason of any contract which is subject to these conditions and is without prejudice to any accrued rights of the Seller under such contracts or otherwise.

8.5 The Buyer is licensed by the Seller to process goods to which the Seller has retained title in such fashion as it may wish and/or to incorporate them in or with any products subject to the express condition that the new product or products or any other items of moveable property whatsoever containing any part of the said goods shall become property of the Seller and shall be separately stored and marked by the Buyer to show clearly that they belong to the Seller. The Seller shall hold the new product or products as trustee for itself and the Buyer and the Seller’s interest as a beneficiary of the trust shall be equal to the total of all amounts owing by the Buyer to the Seller.

8.6 The Buyer may in the ordinary course of business sell the goods or any new product or products produced with the Seller’s goods provided that:

(a) as between the Buyer and its sub-buyer or customer the Buyer shall sell the goods as principal and the Buyer shall not and shall not be empowered to commit the Seller to any contractual relationship with or liability to the sub-buyer or customer or any other person,

(b) as between the Seller and the Buyer, the Buyer shall sell the goods in a fiduciary capacity as agent for the Seller, and

(c) notwithstanding any agreed period of credit for payment of the price of the goods the Buyer shall pay the proceeds of such sales to the Seller forthwith upon receipt.

The Buyer acknowledges that as a consequence of its fiduciary relationship with the Seller it is under a common-law duty to hold the proceeds of any such sales or hiring on trust for the Seller and not to mingle such proceeds with any other monies or pay them into an overdrawn bank account, such common-law duty being unaffected by and wholly independent of the terms of these conditions.

8.7 Notwithstanding the provisions of this condition 8 the Seller shall be entitled to bring an action against the Buyer for the price of the goods in the event of non-payment by the Buyer by the due date even though the property in the goods has not passed to the Buyer and/or shall not have the right by notice to the Buyer at any time after delivery to pass property in the goods to the Buyer is from the date of such notice.

9. VARIATION IN QUANTITY

The Seller shall be deemed to have fulfilled its contractual obligations in respect of any delivery even though the quantity may be up to 10% more or less than the quantity specified in the contract and in such event the Buyer shall pay for the actual quantity delivered. Weights and sizes of the goods are taken on the average of the total amount of goods despatched. Weights are guaranteed only at the date of despatch.

10. THIRD PARTY RIGHTS

10.1 the buyer shall indemnify the seller against any and all liabilities, claims and costs incurred by or made against the Seller as a direct or indirect result of the carrying out of any work required to be done on or to the goods in accordance with the requirements or specifications of the Buyer involving any infringement or alleged infringement of any rights of any third party (including without limitation the printing of any libellous or illegal matter on the goods).

10.2 in respect of export sales only, the seller shall have no liability to the buyer in the event of the goods infringing or being alleged to infringe the rights of any third party. In the event that the goods are or may be subject of third party rights the Seller shall be obliged to transfer to the Buyer only such title as the Seller may have.