Terms and Conditions

1. General

1.1 Contracts and orders are accepted only subject to out Conditions of Sale as set out herein and any Special Conditions of Sale (if any) endorsed on the reverse hereof and the Purchaser shall be bound by such Terms and Conditions. No modification of these Terms and Conditions or the particulars contained in our acceptance of an order from the Purchaser will be recognised by us unless such modification is expressly accepted by us in writing. This also applies to orders placed with our Representatives. Any verbal agreements, arrangements or additions of the contract require written confirmation in order to be valid.

1.2 Quotations are not deemed to be an offer and any order placed based on a quotation does not bind us until confirmed on our order confirmation.

2. Prices

2.1 Prices quoted are ex our premises and, unless otherwise stated, include delivery to the Purchaser's address and standard packaging. If the Purchaser stipulates special packaging requirements, these will be charged extra at cost, VAT not included in the quotation or invoice will be added where and at the rate applicable.

2.2 We reserve the right to alter the quoted prices of all or any of the goods without notice in the event of any increase of costs to us due to any factory beyond our control (such as, without limitation, the cost of materials, labour or transport, and foreign exchange fluctuations, currency regulations, alterations of duties). Orders are accepted at the prices current at the time of acceptance and on the understanding that they may be invoiced at prices ruling at the date of despatch. The quoted price is also subject to adjustment if any changes are made by the Purchaser in the specification or quantities of the goods or delivery requirements.

3. Delivery

3.1 Any dates quoted for delivery are approximate only and we accept no liability for any delay or any consequence of any delay. Time of delivery shall not be of the essence. The quoted time is calculated from the date of our order confirmation unless technical details have not been agreed in which case time for the delivery shall be calculated from the time such details are agreed.

3.2 Delivery shall be when the goods are ready and made to the Purchaser's nominated place of delivery which shall be the premise of the Purchaser or if no written nomination has been received by the time the goods are ready, at our premises. Upon delivery of the goods the goods shall be at the sole risk of the Purchaser.

3.3 We reserve the right to deliver by instalments in which case delivery shall constitute a separate contract without prejudice to subsequent deliveries and shall be invoiced accordingly.

4. Payment

4.1 Unless otherwise specified the goods or each instalment of the goods shall be paid for in cash within 30 days of the date of the relevant invoice. Failure to make payment on the due date shall entitle us to suspend the deliveries until payment is made or to terminate the contract in writing, or to treat the contract as repudiated by the Purchaser without prejudice to our rights to damages for breach of contract. If there is any delay in making payment we shall be entitled to charge interest on the outstanding amount at 4 per cent above the base rate charged by our bankers from the due date until the date of actual payment.

4.2 Should we at any time reasonably consider in the light of evidence which we may have as to the Purchaser's financial position or otherwise that the Purchaser is or may be unable to pay for the goods to be despatched in accordance with the contract, or indicating an inability to pay for an intention not to pay, we shall not be bound to despatch or prepare such goods for despatch unless the Purchaser, if required by notice in writing shall have previously either paid cash against our invoice or provided sufficient security in a form acceptable to us. If the Purchaser fails to comply with the request of notice within the period stated therein we may terminate the contract forthwith without prejudice to any rights we may have under the contract prior to such termination.

4.3 We shall further be entitled to appropriate any payment made by the Purchaser to such of the goods, (or the goods supplied under any other contract between us and the Purchaser) as we may think fit (notwithstanding any purported appropriation by the Purchaser).

5. Retention of Title

5.1 Property in the goods shall remain vested in us until payment therefore shall have been made by the Purchaser in full either in cash or cleared funds and payment of all other sums for which payment is then due to us from the Purchaser. The Purchaser shall be in possession of the goods solely as bailee for us until the full price is paid. The Purchaser shall store the goods separately from his own goods and/or those of any other person and at all times the goods shall be stored in such a manner that they are readily identifiable as our good until the full price is paid.

5.1 Property in the goods shall remain vested in us until payment therefore shall have been made by the Purchaser in full either in cash or cleared funds and payment of all other sums for which payment is then due to us from the Purchaser. The Purchaser shall be in possession of the goods solely as bailee for us until the full price is paid. The Purchaser shall store the goods separately from his own goods and/or those of any other person and at all times the goods shall be stored in such a manner that they are readily identifiable as our good until the full price is paid.

5.3 Whenever and as soon as the Purchaser does or omits to do anything whereby his right to possession ceases under the provisions of condition 5 (2) then: (a) the Purchaser shall immediately notify us that his right to possession has ceased and of the circumstances in which this has occurred; and (b) the Purchaser shall on oral or written request furnish us, our representatives or agents with sufficient information so as to enable us to retake possession of the goods and such information shall include full details of the place where the goods are kept; and (c) We shall have an irrevocable licence without prior notice to enter upon the Purchaser's premises by ourselves our representatives or agents during normal business hours in order to retake possession of the goods.

5.4 The Purchaser may before the property in the good passes to the Purchaser resell or use the goods in the ordinary course of his business, but shall account to us for the proceeds of sale and any insurance proceeds and shall keep all proceeds of the sale separate from anyone else's monies or property.

5.5 The Purchaser shall if so requested by us, assign to us all the rights the Purchaser may have against any subsequent purchaser for payment for the goods whether in their original state or not.

6. Pledge/Charge

The Purchaser may not pledge or charge as security any goods whilst they remain our property but if the Purchaser does all monies owing by the Purchaser to us shall (without prejudice to any other right or remedy we may have) forthwith become due and payable.

7. Warranty

7.1 We shall make good by repair, or at our option by the supply of a replacement, defects which under proper storage use appear in the goods within the period of 12 calendar months after the goods have been delivered and arise solely from faulty design (other than design made or furnished by the Purchaser) materials or workmanship, we may use improved designs of the parts to be replaced.

7.2 The warranty is subject to the following conditions: -

7.2.1 The Purchaser shall have followed I.E.E regulations when installing the goods and any other instructions for fitting supplied with the goods;

7.2.2 The Purchaser shall notify us of defects which are reasonably apparent to the Purchaser on examination of the goods on delivery within 10 days of the date of delivery;

7.2.3 In case of any other defects the Purchaser shall notify us of the defects in writing within 7 working days of the date when the defect first becomes apparent;

7.2.4 The Purchaser shall if requested by us return the goods or the parts alleged to be defective free of charge.

7.3 We shall not be liable for transportation or installation charges, for expenses of the Purchasers for repairs or replacements or for damages for delay or loss of use or other direct, indirect, incidental or consequential damage of any kind including loss of profit or any other claims for consequential damage.

7.4 Save as stated above all other conditions, guarantees or warranties whether express or implied by statute, common law or otherwise are hereby expressly excluded.

8. Technical Details, Catalogues or Tests

8.1 All our products are carefully inspected and where practicable submitted to standard tests at the time of manufacture. If tests other than those specified or tests in the presence of the Purchaser or its representatives are required, these will be charged for. We shall notify the Purchaser when the goods are ready for such tests in writing and if the Purchaser or its representatives fail to attend such tests within 7 days after this notice has been given, then these tests will take place in the absence of the Purchaser and the Purchaser agrees to accept and pay for such tests as if they had been performed in the Purchaser's presence.

8.2 All technical data, descriptions and illustrations (including particulars of weights and dimensions) used by us in our price list, catalogues and drawings and advertising matter are by way of general description and approximate only and shall not form part of any contract or give rise to any liability on our part.

8.3 It is our policy to develop and improve our products and accordingly we reserve the right to change all specifications without prior notification or public announcement pursuant to such policy. We therefore reserve the right to deliver such improved goods provided that price, function and time of delivery are not affected.

9. Patents and Copyright

9.1 The Purchaser shall indemnify us against all damages, penalties, costs, losses and expense suffered by us for which we may become liable in respect of the infringement of any intellectual property including (but without limitation) any patent, copyright, registered trademark, name of know-how arising out of our manufacture of goods in accordance with any specification, design drawings or other data supplied by the Purchaser or its servants or agents.

9.2 Any drawings, descriptions and other information submitted by us to the Purchaser shall remain our property together with the copyright therein.

10. Force Majeur

We shall not be liable to the Purchaser or be deemed to be in breach of the contract by reason of any delay in performing, or any failure to perform, any of our obligations in relation to the goods, if the delay or failure was due to any cause beyond our reasonable control.

11. Claims

The Purchaser shall inspect the goods immediately on delivery. If the Purchaser fails to give notice or report in accordance with these provisions the Purchaser shall be bound to accept and pay for the goods at the time or times specified in these conditions unless a written claim is received: - (1) By both us and the carrier within 3 working days of delivery in respect of damage, delay or partial loss in transit. (2) By both us and the carrier within 3 days of the despatch in respect of non-delivery. (3) By us within 10 days of delivery in respect of any other matter. Goods which are subject to any claim must be stored free of charge for our inspection.

12. Waiver

Our rights shall not be affected or restricted by any indulgence or forbearance granted to the Purchaser. No waiver by us of any breach shall operate as a waiver of any later breach.

13. Applicable Law

The rights and obligations of the parties and all the terms and conditions hereof and any disputes arising out thereof shall be construed in accordance with English law and jurisdiction of the courts of which the Purchaser shall submit.

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