1. IN THESE CONDITIONS THE FOLLOWING WORDS SHALL HAVE THE FOLLOWING MEANINGS:-

2. FORMATION OF CONTRACT

2.1 Any Order by the Purchaser shall be deemed an offer by the Purchaser to purchase the Goods from the Seller and may be accepted entirely at the discretion of the Seller and will only be binding on the Seller if accepted by means of the Seller’s Confirmation of Order. The Purchaser is responsible for ensuring the terms of an Order are accurate and complete. A Quotation by the Seller does not constitute any offer by the Seller to supply the Goods and the Seller reserves the right to withdraw or revise the same prior to the Seller’s issue of the Confirmation of Order.

2.2 Each Order which is so accepted shall constitute an individual legally binding Contract.

2.3 All Orders are accepted and all Contracts are made subject to these Conditions which shall override any contrary different or additional terms contained on or referred to in an Order or other documents or correspondence from the Purchaser including without limitation any standard conditions of purchase of the Purchaser or implied by custom, practice or course of dealing.  No addition, alteration or substitution of these Conditions will bind the Seller or form part of any Order unless they are expressly accepted in Writing by a director of the Seller.

2.4 The Contract constitutes the entire agreement between the Seller and the Purchaser. The Purchaser acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Seller which is not set out in the Contract.

2.5 Except as set out in these Conditions, any variation to the Contract, including the introduction of any additional terms and conditions shall only be binding when agreed in writing and signed by the Seller. 

3. SPECIFICATION AND WARRANTY

3.1 The Seller warrants that on delivery the Goods shall:

3.1.1 conform in all material respects with any applicable specification(s) or description(s) (if any) referred to or expressly listed or set out on the face of the Confirmation of Order  or as otherwise agreed in writing between the Seller and the Purchaser; and

3.1.2 be fit for any purpose held out by the Seller.

Other than those specifications or descriptions (if any) referred to or expressly listed or set out on the face of the Confirmation of Order or as may otherwise be agreed, no other specification, descriptive materials, written or oral representation, correspondence or statement, promotional or sales literature shall form part of or be incorporated by reference into the Contract.

3.2 The Seller reserves the right to amend the specification of the Goods if required by any applicable or regulatory requirement and will notify the Purchaser of any such changes. 

3.3 If the Goods are to be manufactured by the Seller in accordance with a specification submitted by the Purchaser, the Purchaser shall indemnify the Seller against all Loss suffered by the Seller in connection with any claim by a third party that the manufacture and/or supply of the Goods to such specification infringes the Intellectual Property Rights of any third party.

                    3.4 Unless otherwise agreed in writing: 

3.4.1 all copyright and design rights in any drawings created by or on behalf of the Seller in the performance of the Contract; and

3.4.2 all Intellectual Property Rights in relation to the Goods and their method of manufacture shall vest in and remain the property of the Seller notwithstanding the purchase of the Goods by the Purchaser. 

4. DELIVERY & RISK

4.1 The terms upon which Goods are to be delivered and the Delivery Address shall be that detailed in the Confirmation of Order or as otherwise stipulated in writing by the Seller.

4.2 The Purchaser shall store and transport the Goods in conditions that will preserve the Goods in good condition. The Purchaser shall comply with all reasonable requests made by the Seller with regard to the conditions in which the Goods are to be stored and transported.

4.3 Any time or date for delivery given by the Seller is given in good faith but is an estimate only and time shall not be of the essence of such delivery and in no circumstances will the Seller be responsible for any Loss on the Purchaser’s part relating to delivery after the Seller’s estimated date of delivery.

4.4 Subject to clause 9.3, if the Seller fails to deliver the Goods, liability shall be limited to the costs and expenses incurred by the Purchaser in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods, save that the Seller shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Purchaser’s failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.5 Risk in the Goods shall pass to the Purchaser upon delivery or if the Purchaser wrongfully fails to take delivery of the Goods at the time when the Seller tenders delivery of the Goods.

4.6 Where the Goods are to be delivered in instalments, which right the Seller reserves to itself, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with

these Conditions or any claim by the Purchaser in respect of any one or more instalments shall not entitle the Purchaser to treat the Contract as whole as repudiated. 

4.7 If the Purchaser fails to take delivery of the Goods on or before the Delivery Date or fails to give the Seller adequate delivery instructions at the time stated for the delivery  then, without prejudice to any other right or remedy available to the Seller, the Seller may:

4.7.1 store the Goods until actual delivery and charge the Purchaser for the reasonable costs (including insurance) of storage; or

4.7.2 treat the Contract as repudiated by the Purchaser and sell the Goods and be entitled to be indemnified by the Purchaser for any Loss which it suffers. 

4.8 The weights and/or quantities of any consignment of Goods as ascertained by the Seller from the Seller’s premises shall be prima facie evidence of the weight/quantity received by the Purchaser on delivery. The Purchaser shall not be entitled to reject the Goods if the Seller delivers up to and including 10% more or less than the quantity of Goods ordered, but a pro rata adjustment shall be made to the Order invoice on receipt of notice from the Purchaser that the wrong quantity of Goods was delivered. 

4.9 The Seller will replace free of charge any Goods proved to the Seller’s satisfaction to have been damaged in transit provided that the Seller was responsible for effecting delivery at the time the damage occurred and provided that within three days after delivery both the Seller and its carriers have received from the Purchaser notification in writing of the occurrence of the damage and also, if and so far as practicable of its nature and extent.

5. PURCHASER OBLIGATIONS

5.1 The Purchaser represents, warrants and covenants that it shall comply with all applicable laws. The Purchaser further represents, warrants and covenants that it shall ensure that it does not cause the Seller or any Group Company to violate or otherwise act in contravention of any laws applicable to the Seller or any Group Company, including Anti-Bribery Laws and Sanctions Laws.

5.2 The Purchaser represents, warrants and covenants that it shall not export, reexport, import, transfer, re-transfer, transit, tranship, sell, supply, use or dispose of any equipment, goods, commodities, software or technology supplied by the Seller in breach of Sanctions Laws.

6. PRICE & PAYMENT

6.1 Subject to the provisions of these Conditions the price of the Goods shall be as stated in the Confirmation of Order.  The price of the Goods is exclusive of the costs and charges of insurance and transport of the Goods, which shall be invoiced to the Purchaser. 

6.2 All prices are stated exclusive of value added tax (“VAT”) or other applicable taxes or duties (which will be applied in accordance with the legislation in force at the tax point date) for which the Purchaser will be additionally liable.  The Seller’s prices will be reviewed annually although the Seller reserves the right to review its prices more frequently including, without limitation, to reflect any increase in their cost of production, delivery, provision or otherwise which is due to Force Majeure (“Review Date”) and where the Seller has supplied Goods after such a Review Date but without reflecting any increase in the price of the Goods to be effective as at such date then the Seller shall be entitled to retrospectively charge the Purchaser for either the new price for the Goods (if not already invoiced) or (if already invoiced) for the difference between the price paid by Purchaser and the new price for the Goods effective as from the relevant Review Date.

6.3 The Seller shall be entitled to send the invoice for the Goods to the Purchaser once the Seller notifies the Purchaser that the Goods are ready for collection or have been delivered or delivery has been wrongfully refused by the Purchaser ("Despatch") or when the Goods are ready for Despatch but are prevented or delayed from being Dispatched due to Force Majeure. All discrepancies between the Price and the invoice must be notified by the Purchaser to the Seller within 10 Working Days of the date of invoice.

6.4 The Purchaser shall pay the Price plus any VAT strictly in accordance with the Payment Terms. Non-compliance with the Seller’s Payment Terms shall constitute a breach of these Conditions.  In the event of such a breach the Seller may without prejudice to any other of its rights:

6.4.1 terminate the Contract; 

6.4.2 charge interest to accrue on a daily basis at the rate of 8% per annum above the Bank of England base rate valid from time to time.  Such interest shall be calculated from the due date to the actual date of payment, such interest to be paid monthly.  The Purchaser and the Seller consider such interest rate to be fair and reasonable and to be a substantial remedy for the purpose of compensating the Seller for late payment as such terms are used within the meaning of the Late Payment of Commercial Debts (Interest) Act 1998;

6.4.3 recover all direct expenses reasonably incurred by the Seller in collecting or attempting to collect amounts of the Price outstanding;

6.4.4 demand payment of all outstanding balances from the Purchaser whether due or not and/or cancel all outstanding orders and/or decline to make further deliveries;

6.4.5 appropriate any payment made by the Purchaser to such of the Goods as the Seller may think fit.

6.5 The Purchaser shall pay all amounts due under the Contract in full without any deduction, or withholding or set-off and the Purchaser shall not be entitled to assert any credit, set-off or counterclaim against the Seller in order to justify withholding payment of any such amount in whole or in part. The Seller may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Purchaser against any amount payable by the Seller to the Purchaser. 

6.6 In addition to any right or lien to which the Seller may by law be entitled the Seller shall in the event of the Purchaser’s insolvency or the Purchaser failing to render payment for any Goods supplied by the Seller when due be entitled to a general lien on all goods of the Purchaser in the Seller’s possession for the unpaid price of any Goods sold and delivered by the Seller under the same or any other contract.

6.7 In addition and without prejudice to its other rights the Seller may on 14 days' notice to the Purchaser sell any goods of the Purchaser on which the Seller has a lien and shall be deemed the Purchaser’s agent for the purposes of effecting such sale. The Seller may apply the proceeds of sale towards the satisfaction of sums due from the Purchaser without prejudice to the Seller’s right to recover the balance thereof from the Purchaser.

6.8 All Goods for which the Payment Terms have not been complied with and which are held by the Seller at its premises are so held at the Purchaser's risk. 

7. RETENTION OF TITLE

7.1 Title to the Goods shall not pass to the Purchaser until the Seller has received payment in full (in cash or cleared funds) for:

7.1.1 the Goods; and 

7.1.2 any other goods or services that the Seller has supplied to the Purchaser in respect of which payment has become due.

                7.2     Until title to the Goods has passed to the Purchaser, the Purchaser shall:  

7.2.1 hold the Goods on a fiduciary basis as the Seller’s bailee;  

7.2.2 store the Goods separately from all other goods held by the Purchaser so that they remain readily identifiable as the Seller’s property;  

7.2.3 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; 

7.2.4 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

7.2.5 notify the Seller immediately if it becomes subject to any of the events listed in clause 8.3; and

7.2.6 give the Seller such information relating to the Goods as the Seller may require from time to time, but the Purchaser may resell or use the Goods in the ordinary course of its business.

If before title to the Goods passes to the Purchaser the Purchaser becomes subject to any of the events listed in clause 8.3, or the Seller reasonably believes that any such event is about to happen and notifies the Purchaser accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Seller may have, the Seller may at any time require the Purchaser to deliver up the Goods and, if the Purchaser fails to do so promptly, enter any premises of the Purchaser or of any third party where the Goods are stored in order to recover them.

8. TERMINATION & SUSPENSION

8.1 Where the Seller is unable to manufacture, supply or deliver the Goods by its normal route or means of delivery owing to any of the following:-

8.1.1 the Purchaser’s failure to supply any necessary information; or

8.1.2 Force Majeure,

then the Seller shall not be liable for any failure to perform or for any delay in the performance of its obligations under the Contract and shall have the right on giving written notice to the Purchaser and without incurring any liability to the Purchaser to suspend further performance of this Contact for a period (not exceeding 3 months) equal to the continuance of any such impediment preventing the Seller from performing its obligations.

8.2 At the end of any period of suspension without performance of the Contract under clause 8.1 either party may terminate this Contract immediately by notice in writing to the other.

8.3 In the event that, or in the event that the Seller reasonably believes that the Purchaser is about to become subject to any of the following:-

8.3.1 the Purchaser is in arrears in making any payment due to the Seller under any Contract; 

8.3.2 the Purchaser’s stated credit limit with the Seller has been reached; 

8.3.3 the Purchaser shall be involved in any legal proceedings in which its solvency is in question; 

8.3.4 the Purchaser suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; 

8.3.5 the Purchaser commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Purchaser with one or more other companies or the solvent reconstruction of the Purchaser; 

8.3.6 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Purchaser, other than for the sole purpose of a scheme for a solvent amalgamation of the Purchaser with one or more other companies or the solvent reconstruction of the Purchaser; 

8.3.7 a creditor or encumbrancer of the Purchaser attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; 

8.3.8  an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Purchaser;   

8.3.9 the holder of a qualifying charge over the Purchaser's assets has become entitled to appoint or has appointed an administrative receiver; 

8.3.10 a person becomes entitled to appoint a receiver over the Purchaser's assets or a receiver is appointed over the Purchaser's assets; 

8.3.11 any event occurs, or proceeding is taken, with respect to the Purchaser in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in this clause 8.3; 

8.3.12 the Purchaser suspends, threatens to suspends, ceases or threatens to cease to carry on all or a substantial part of its business; 

8.3.13 the Purchaser's financial position deteriorates to such an extent that in the Seller's opinion the Purchaser's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; 

8.3.14 the Purchaser shall cease or threaten to cease to trade or if in the opinion of the Seller serious doubts arise as to the Purchaser’s solvency; or 

8.3.15 the Purchaser shall default in or commit any breach of any of its obligations to the Seller under these Conditions,

then the Seller may (without prejudice to its other claims and rights under the Contract) suspend further work and/or deliveries under any Contract with the Purchaser and/or under any other contract between the Seller and the Purchaser and require immediate payment of all amounts then due to the Seller and further payment in advance before making any further deliveries under any Contract (notwithstanding agreed credit terms).  

8.4 If any payment falling due in accordance with clause 8.3 or any part of it remains in arrears for 7 days after the Seller has demanded it in writing then the Seller may treat the Contract as wrongfully repudiated by the Purchaser and shall have the further right to cancel that and/or any other Contract with the Purchaser without prejudice to any claim for damages it may have against the Purchaser without incurring any liability to the Purchaser for failure to deliver or perform and if the Goods have been delivered but not paid for the Price shall become immediately due and payable notwithstanding any agreement to the contrary.

8.5 When a Contract is terminated or suspended under clause 8.3 then the Seller shall be entitled to charge the Purchaser with any interest, insurance, transport, storage or other costs and charges arising from any such termination or suspension.

8.6 Apart from the right conferred on the Purchaser by clause 8.2 the Purchaser shall have no right to suspend deliveries or otherwise to postpone performance of any Contract by either party nor to terminate any Contract for any reason other than the Seller’s repudiation of it.

9. INSPECTION & CLAIMS

9.1 The Purchaser shall procure that and shall be deemed to have carried out a thorough inspection and testing of the Goods and quantified the Goods immediately upon delivery and in any event before they are resold or cut, processed or otherwise dealt with by or on behalf of the Purchaser.