Conditions of Sale

1 Definitions

'Quotation' means the offer and/or pro-forma invoice and/or quotation set out overleaf and on any continuation sheets referred to thereon; 'Goods' means the Goods described on the Quotation; 'Contract' means the agreement between the Buyer and the Seller for the supply of the Quotation; 'Seller' means the party described as such on the Quotation who agrees to supply the Goods in return for the Price; 'Buyer' means the party described as such on the Quotation who agrees to pay the Price in return for the Goods; 'Place of Delivery' means the location(s) described on the Quotation to which the Goods are required by the Buyer to be delivered; 'Specifications' means the descriptions of the Goods on the Quotation; 'Price' means the net amount shown on the Quotation or invoice to be paid by the Buyer and shall unless otherwise agreed be ex-works and deemed to exclude Value added Tax or any other tax arising on the sale.

2 Packing

The Seller shall use its discretion in packing Goods and shall not be liable for any damages or other consequential expenses caused by the unsuitability of packing or by defective packing except where the Seller has negligently failed to pack the Goods in accordance with the specific written instructions of the Buyer accepted by the Seller. The Seller reserves the right to charge for packing where considered necessary by the Seller.

3 Prices

Prices quoted are subject to change without prior notice and are based on delivery at on time to one destination. All orders are accepted subject to Seller's price in effect at time of despatch of material. The Seller shall also be entitled to revise the Price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the Seller's control or in the event of a clerical error in a quotation or if there is any change in quantity, size, analysis, finish or method and time of despatch differing from those covered in the original order.

4 Delivery

The Goods are required to be delivered to the Place of Delivery within the delivery times specified in the Quotation which shall run from the later of (I) the date of the contract or (ii) the date at which the Seller has been furnished with all the necessary information to enable manufacture or preparation for delivery to take place. Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in the delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Seller in writing. If the Buyer informs the Seller that the Goods are no longer required or if the Buyer fails to accept delivery at the time and place fixed the Seller shall be entitled to cancel the Contract. The Buyer shall be liable for any loss suffered by the Seller in that event. Alternatively, at the option of the Seller, if the Buyer refuses or is unable to accept delivery of the Goods or if the Seller has not received appropriate delivery instructions in respect of the Goods, or, as to Goods priced at the Seller's despatch point, if the Buyer fails to collect the Goods when ready, the Goods will be stores at the Buyer's expense.

5 Quantity and Permissible Variations

Warehouse and mill shipments can vary in quantity or otherwise in line with general commercial practice and specifications practised by producing mills and such variations or variations in quantity by plus or minus 10% shall not entitle the Buyer to any claim in respect thereof. The Seller does not accept responsibility in respect of suitability of a particular size or dimension of the Goods. All Goods shall be furnished to mill standard manufacturing variations recognised by trade practice, in the country in which produced.

6 Shortage and Defective Goods

Seller shall not be liable in respect of any claim for shortages or damaged Goods made more than five days after delivery. If Goods prove defective Seller must be notified within 30 days after delivery and Seller's representative permitted to reinspect before any return is made as a precondition to any liability of the Seller. Claims, including those required to be accepted by the producing mills, will be settled without any unnecessary delay. The Seller's obligation however, is limited to repairing or replacing defective Goods or, in the case of shortages, to replacement or crediting the Buyer with the price of the shortage. The Seller shall not be liable for any charges for labour, damages or other consequential expenses occasioned by defective Goods which charges shall be for the Buyer's account. The Seller shall be under no liability in respect of any defect in the Goods:

7 Inspection

Where source inspection is made by the Buyer, the Buyer's Inspector shall be deemed agent of the Buyer to accept Goods on behalf of the Buyer with complete authority to waive specified tests or details of test procedure, and to accept Goods which may deviate from formal specifications.

8 Property in Goods

Unless it is otherwise agreed in writing, until the Price shall have been paid in full, together with the payment of any interest and other sums due from the Buyer in respect of the Goods, the Goods shall remain the property of the Seller and unless the Buyer processes the Goods or incorporates them into other products in the ordinary course of business, the Buyer shall carefully store the Goods in such a way as to enable them to be identified as the property of the Seller. The Buyer shall keep the Goods insured against all loss or damage howsoever caused at its own expense. If the Buyer shall sell or dispose of the Goods to any third party before the Price has been paid in full he shall not give any warranties or incur any liability on behalf of the Seller in connection with the sale or disposal of the Goods and any proceeds resulting therefrom (or claim thereto) shall belong to the Seller to the extent of sums due from the Buyer to the Seller in respect of the Goods. If the Goods are used as a component in the production of other goods or as a part of a mixture of other goods then the proceeds or sale or other disposal of such other goods shall belong to the Seller to the extent that the Goods form a part of those other goods and to the extent of such sums due from the Buyer to the Seller. The Buyer shall not attach the Goods as a fixture to any land without the prior written permission of the Seller. Failure on the part of the Buyer to pay the Price when due shall give the Seller the right (without prejudice to any other remedies) to re-possess the Goods with or without prior notice and to enter upon any premises in which the Goods may be for the purposes or repossession.

9 Risk

The Goods shall be at the Buyer's risk upon their delivery to the Buyer. Where the Goods are sold C & F the Buyer shall be responsible for loss or damage and shall insure the Goods from the time of actual delivery to dock, or from the time of estimated date of shipment, whichever is earlier. The Buyer shall be solely responsible for complying with any legislation or regulation governing the exportation of the Goods from the United Kingdom and for the payment or any duties thereon and shall indemnify and keep indemnified the Seller against all actions, costs, claims, losses (including consequential losses), damages, expenses and liabilities arising out of or in connection with the failure by the Buyer to so comply.

10 Payment

Unless otherwise stated payment shall be made in pounds sterling and made on the later of the dates specified in the Contract or within 30 days of the date of the Seller's invoice. Payment shall be due whether or not property in the Goods has been passed by virtue of Clause 8. The Buyer shall not be entitled to make any deduction from such payment or exercise any right to set off or contribution howsoever arising. If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall, (at its option) be entitled to (i) treat the Contract as repudiated by the Buyer and suspend any further deliveries to the Buyer, claim damages from the Buyer and charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of 2% per month above Lloyds Bank PLC base rate from time to time, until payment in full is made; or (ii) affirm the Contract, claim damages from the Buyer and charge the Buyer interest (as above).

11 Third Party Liability

This Clause 11 shall not apply to the Contract when the Buyer's place of business and the place to which the Goods are supplied are both outside the United Kingdom.

12 Force Majeure

The Seller shall not be liable to the Buyer for any loss or damage which may be suffered by the Buyer, as a result of the supply of Goods by the Seller being prevented, hindered, delayed or rendered uneconomic by reason of circumstances or events beyond the Seller's reasonable control (“a circumstance or Force Majeure”). A circumstance of Force Majeure shall include, but not be limited to, act of God, war (whether declared or not), armed conflict (whether internal or international), insurrection, riot, civil commotion, rebellion, any act of violence, act of any government, tide, storm, tidal wave, flood, lightning, explosion, fire, earthquake, strike, lock out, labour or industrial dispute or stoppage, negligence, or default of any third party.

13 Assignment

The Buyer shall not without the prior written consent of the Seller assign or sub-let in whole or in part of the Contract. Any written consent to be valid must set out the liability of the Buyer for the time after the subletting or assignment.

14 Liquidation or Bankruptcy

This Clause applies if:

If this Clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and it the Goods have been delivered but not paid for the Price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

15 Guarantees

The Seller will to the extent legally able to do so, make available to the Buyer the benefit of any guarantee or warranty of the Goods enforceable against the supplier or manufacturer form whom the Seller purchased the Goods and will if requested by the Buyer, show to or provide the Buyer with a test certificate from the supplier, whenever possible. Except as provided in these conditions, all terms, conditions, guarantees, or warranties including those relating to the quality or fitness of the Goods for any purpose whether express or implied by Statute, common law or otherwise and all and every liability of the Seller to the Buyer are hereby excluded. The Seller shall in no circumstances be liable for any indirect, consequential or incidental loss or damage of any kind whatsoever howsoever arising.

16 Amendments or Variations

No amendment to or variation of these conditions or any part thereof shall be valid as against the Seller unless it is in writing and signed by a representative of the Seller duly authorised for the purpose.

17 Severability

If any clause of these conditions or part thereof shall be found to be invalid, ineffective or unenforceable the invalidity, ineffectiveness or unenforceability shall not affect the remainder of these conditions.

18 Law

The Contract shall be governed and construed in accordance with the Laws of England and the parties hereby submit to the exclusive jurisdiction of the English Courts provided that the Seller may sue the Buyer in the courts of any country such proviso being for the sole benefit of the Seller.

Conditions for Returning Goods

Any goods that may require credit will be subject to the terms laid down in Clause 6, and only after satisfactory reinspection of goods at our warehouse will the seller consider the issue of a credit against goods. In such cases “handling” charges will be applicable.

Outgoing and incoming carriage charges will be deducted from the credit where applicable. Once a return has been agreed with us, then the goods must be returned to us within 28 days.

We regret that we are unable to credit or refund for Goods that have been incorrectly ordered by the Buyer in the cases where the Goods have been especially manufactured or prepared or cut in pieces at the request of the Buyer.