1. DEFINITIONS
In these terms and conditions
“the Buyer” means the person, firm, company or organisation agreeing to purchase goods pursuant to these terms and conditions.
“goods” means all goods sold pursuant to these terms and conditions.

2. CONTRACT
No contract in respect of the goods between the Seller and the Buyer shall exist until the Buyer’s order has been accepted by the Seller. In the event that the Buyer’s order seeks to make the sale subject to terms different from these conditions, acceptance of the Buyers offer by the Seller (whether or not such acceptance is effected by a formal order acknowledgement) shall be deemed to be a fresh offer by the Seller on the basis of these conditions, in which event (unless these conditions are accepted by the Buyer prior to delivery) acceptance of delivery of the goods by the Buyer shall constitute acceptance of the Sellers offer, and the Contract of Sale shall be formed at that moment. No conditions or terms stipulated in any other communication or document shall vary or annul any of these conditions except insofar as the same are expressly consented to in writing by the Seller.

3. PRICES
3.1 The Seller reserves the right to invoice at the prices currently ruling at the date of despatch of the relevant goods not withstanding the fact that some other price may have been quoted to the Buyer.
3.2 All prices quoted by the Seller are based on the full quantities specified by the Buyer and the Seller reserves the right to revise prices in the event of quantities being reduced for whatsoever cause.
3.3 The price quoted by the Seller is based on current rates for the normal route for carriage and for other transit charges; an increase in these charges shall entitle the Seller to increase the said contract price to take account of the said increases.
3.4 Any price list issued by or on behalf of the Seller is subject to alteration by the Seller without notice.
3.5 Duty, if any, is for the Buyer’s account.
3.6 Interest at five per cent (5%) per annum above National Westminsters Bank plc base rate prevailing at the date of the Seller’s invoice shall be payable by the Buyer from the date on which payment became due until the date of payment of the balance outstanding.

4. DELIVERY
4.1 Any time quoted by the Seller in respect of delivery of any goods is estimated by the Seller with all reasonable care but cannot be guaranteed and is subject to revision without prior notice; the Seller will not be liable in anyway whatsoever in respect of delivery dates (whether estimated by the Seller or stipulated by the Buyer or otherwise) not being met for whatever reason.
4.2 Without prejudice to the generality of paragraph 4.1 deliveries may be suspended as a result of any contingency beyond the control of the Seller (including, without limitation, strike, lockout, riot, civil commotion, fire, accident, explosion, tempest, act of God, war, stoppage of navigation or other transport, short supply of fuel or raw materials or any other contingency whatsoever preventing the manufacture and/or delivery of the goods) and in any such case deliveries may be at the option of the Seller be cancelled or, with the agreement of the Buyer, made at the same rate of delivery commencing after the period of suspension but the Seller shall in no way be liable for any loss caused by such cancellation or postponement of delivery.
4.3 Each delivery shall stand as a separate contract and the failure of the Seller to make any one delivery shall not vitiate the contract as to others.
4.4 Where goods are sold FOB, the Buyer must make his own shipping arrangements and the Seller’s responsibility shall cease when the goods have been placed on board the vessel.
4.5 No order for goods may be cancelled nor may goods be returned without the seller’s prior written consent and if such consent is given the goods must be returned at the Buyer’s expense in their original condition and packaging.

5. RELIANCE UPON THE BUYER’S SKILL AND JUDGEMENT
The Buyer hereby acknowledges and represents to the Seller that he is entering into the contract with the Seller in reliance upon his own skill and judgement and not in reliance on any representation or statement (whether written or oral and whether expressed or implied by statute, trade custom or otherwise) made in the course of negotiations leading to the contract by, or on behalf of the Seller unless the said representation or statement is confirmed by the Seller in writing by any person duly authorised by the Directors.

6. WARRANTIES
Goods are sold with the benefit of the following warranties:
(a) that they will in all material respects comply with any relevant specification made available to the Buyer;
(b) that they will, if used or applied strictly in accordance with any directions for use given and with appropriate skill and expertise, be fit for the purpose for which they were expressly supplied.

7. TECHNICAL ADVICE
If, whether pursuant to this Contract or otherwise, the Seller provides the Buyer, its employees, agents or contractors or employees of its agents or contractors with technical advice relating to the use or application of the goods or plant and equipment used in connection therewith or otherwise or makes available personnel to supervise the use or application thereof, the Seller, while using all reasonable efforts to secure that any technical advice so provided is useful and any personnel so made available are competent, gives no warranty or undertaking relating to the usefulness of such technical advice or the competence of such technical personnel or otherwise in relation hereto, unless the Seller has expressly agreed in writing to the contrary the Buyer will indemnify and keep indemnified the Seller against any loss or damage suffered by the Seller arising out of any claim made against the Seller as a result of the provision of such technical advice or supervisory personnel (other than an action for personal injury caused by the negligence of the Seller, it’s servants or agents).

8. LIMIT UPON THE SELLER’S LIABILITY
Any liability upon the Seller in respect of goods sold pursuant to these terms and conditions howsoever arising shall be limited to replacement of the goods in question or refund of the price, as the Seller may in its absolute discretion consider appropriate.

9. EXCLUSION OF TERMS AND CONDITIONS
9.1 Save as expressly herein provided the Seller shall not be liable to the Buyer in respect of any representation, warranty, undertaking or condition, whether express or implied by statute trade custom or otherwise howsoever and in particular (but without prejudice to the generality of the foregoing) the Seller shall not be liable for any consequential loss or damage (howsoever caused or arising) suffered by the Buyer resulting directly or indirectly from the supply of the goods to the Buyer.
9.2 Nothing in these terms and conditions shall operate to exclude any implied terms and conditions concerning the Seller’s title to sell the goods or (where relevant) any liability on the part of the Seller for personnel injury to or the death of the Buyer arising from the negligence of the Seller.
9.3 Nothing in these terms and conditions affects the Buyer’s statutory rights (if any).

10. RISK
10.1 Except where goods are sold FOB UK port, risk in the goods shall pass to the Buyer when the goods are delivered to the Buyer’s premises.
10.2 The Buyer must advise the Seller in writing:
(a) of the non-receipt of any goods invoiced within fourteen days of the date of invoice, and
(b) of any damage to goods delivered or any shortages in delivery within three days of the relevant delivery AND in the event of the Seller not receiving such written advice within the aforesaid time limits the Seller shall be under no liability whatsoever to the Buyer who shall be deemed to have received all the goods in accordance wit the terms and conditions of the contract.

11. RETENTION OF TITLE
11.1 The ownership of the goods shall remain with the Seller which reserves the right to dispose of the goods until
(a) payment in full
(i) of all sums due in respect of the goods, and
(ii) of all other sums due from the Buyer to the Seller on whatsoever account at the time of full payment of goods under this contract, or
(b) such time as the Buyer sells the goods to its customers by way of bona fide sale in the normal course of business at full market value.

11.2 If such payment as aforesaid is overdue in whole or in part the Seller may (without prejudice to any of its other rights) recover and/or resell the goods in respect of which ownership is reserved as aforesaid or any of them and may enter upon the Buyer’s premises by its servants or agents for that purpose.
11.3 If any of the goods are incorporated in or used as material for other goods so as to be practicably irrecoverable (“the new goods”), the ownership in the whole of the new goods shall be and remain with the Seller and the Buyer in proportion to the respective values of the goods and items other than the goods (if any) which shall have been incorporated in or used as material for the new goods until such payment has been made or the new goods have been sold as aforesaid.
11.4 Until the Seller is paid in full the sums specified in paragraph 11.1 (a), the relationship of the Buyer to the Seller shall be fiduciary in respect of the good s and/or the new goods. If the same are sold by the Buyer, the Seller shall have the right to trace the proceeds thereof. A like right for the Seller shall apply where the Buyer uses the goods and/or the new goods in anyway so as to be entitled to a payment from a third party.

12. EVENTS OF DEFAULT
12.1 If the Buyer
(a) is overdue with any payment to the Seller (whether such default be in respect of the whole of any relevant payment or any part thereof); or
(b) fails to take delivery of any of the goods; or
(c) exceeds his credit limit (if any) with the Seller; or
(d) makes default in or commits any breech of his other obligations to the Seller hereunder; or
(e) being an individual or number of individuals he or they or any of them shall have committed any act of bankruptcy; or
(f) being a company, any circumstances as is mentioned in section 517 of the Companies Act 1985 has occurred (circumstances in which a company may be wound up by the court); or
(g) being a company, any resolution is passed (otherwise than for reconstruction or amalgamation as a solvent company) to wind it up or a receiver is appointed in respect thereof; or
(h) ceases or threatens to cease to trade or if reasonable doubt arises as to the solvency of the Buyer;

Then the Seller may (without prejudice to any of its other rights hereunder) suspend further performance of its obligations to the Buyer for such time (not exceeding six months) as the Seller shall in its absolute discretion determine or (whether or not notice of such suspension shall have been given) treat the contract as wrongfully repudiated by the Buyer and forthwith terminate all contracts between the Seller and the Buyer (without prejudice to the rights of the Seller in respect of such repudiation).

12.2 without prejudice to any other rights of the Seller, if the account of the Buyer with the Seller shall become overdue in whole or in part then all other sums not yet due and payable to the Seller from the Buyer shall forthwith become immediately due and payable.

13. LAW
These terms and conditions and any contract for the sale of goods between the Buyer and the Seller shall be governed exclusively by the Laws of England.

14. VARIATION
Any purported variation of these terms and conditions will be void and of no effect unless specifically agreed in writing on behalf of the Seller by any person duly authorised by the Directors. These terms and conditions shall override any conditions of purchase stipulated by the Buyer unless specifically agreed on behalf of the Seller in the aforesaid manner.