• These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
• The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable technical specification for the Goods submitted by the Customer are complete and accurate.
• The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point, and on which date the Contract shall come into existence.
• The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
• Any samples, drawings, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
• The Quotation for the Goods given by the Supplier shall not constitute an offer. The Quotation shall only be valid for a period of 14 days from its date of issue.

• The Goods are described in the Supplier’s product guide, with further details provided in the Specification (or any specification submitted by the Customer and agreed by the Supplier in writing, as the case may be).
• To the extent that the Goods are to be manufactured in accordance with a specification supplied by the Customer, the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Supplier’s use of such Customer specification. This clause 2 shall survive termination of the Contract.
• The Supplier reserves the right to amend the product guide and Specification (or any specification submitted by the Customer, as the case may be) if required by any applicable statutory or regulatory requirement, and the Supplier shall notify the Customer in any such event.

• The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
• The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (“Delivery Location”), to be delivered at any time after the Supplier notifies the Customer that the Goods are ready for delivery.
• Delivery is completed on the completion of unloading of the Goods at the Delivery Location.
• Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
• If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier 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 Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
• If the Customer fails to accept delivery of the Goods on the delivery day, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier’s failure to comply with its obligations under the Contract in respect of the Goods:
  • delivery of the Goods shall be deemed to have been completed at 9.00 am on the second day after the delivery day; and
  • the Supplier shall store the Goods until actual delivery takes place and charge the Customer for all related costs and expenses (including insurance).
• If five days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not accepted actual delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, charge the Customer for any shortfall below the price of the Goods.
• The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

• The Supplier warrants that on delivery the Goods shall:
  • conform in all material respects with the Specification (including any technical specification provided by the Customer and agreed by the Supplier in writing);
  • be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
  • be fit for any purpose held out by the Supplier.
• Subject to clause 3, if:
  • the Customer gives notice in writing to the Supplier within 72 hours of delivery that some or all of the Goods do not comply with the warranty set out in clause 1;
  • the Supplier is given a reasonable opportunity of examining such Goods; and
  • the Customer makes the Goods available for the Supplier to collect (at the Supplier’s cost),

the Supplier shall, at its option, replace the defective Goods, or refund the price of the defective Goods in full.

• The Supplier shall not be liable for the Goods’ failure to comply with the warranty set out in clause 1 if:
  • the Customer makes any further use of such Goods after giving notice in accordance with clause 2;
  • the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage or use of the Goods or (if there are none) good trade practice regarding the same;
  • the defect arises as a result of the Supplier following any drawing, design or specification supplied by the Customer;
  • the Customer alters such Goods without the written consent of the Supplier;
  • the defect arises as a result of wilful damage, negligence, or abnormal storage or working conditions; or
  • the Goods differ from their description or the Specification (including any technical specification provided by the Customer) as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
• Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 1.
• The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
• These Conditions shall apply to any replacement Goods supplied by the Supplier.

• The risk in the Goods shall pass to the Customer on completion of delivery.
• Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods.
• Until title to the Goods has passed to the Customer, the Customer shall:
  • store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;
  • not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
  • maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
  • notify the Supplier immediately if it becomes subject to any of the events listed in clause 1.2to clause 9.1.4; and
  • give the Supplier such information as the Supplier may reasonably require from time to time relating to:
    • the Goods; and
    • the ongoing financial position of the Customer.
  • Subject to clause 5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:
    • it does so as principal and not as the Supplier’s agent; and
    • title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.
  • At any time before title to the Goods passes to the Customer, the Supplier may:
    • by notice in writing, terminate the Customer’s right under clause 4 to resell the Goods or use them in the ordinary course of its business; and
    • require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

• The price of the Goods shall be the price set out in the Quotation.
• The Supplier may, by giving notice to the Customer at any time up to five days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
  • any factor beyond the Supplier’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
  • any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification (or Customer specification); or
  • any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
• The price of the Goods:
  • excludes amounts in respect of value added tax (“VAT”), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and
  • includes the costs and charges of packaging, insurance and transport of the Goods.
• The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery.
• The Customer shall pay each invoice submitted by the Supplier:
  • within 30 days of the date of the invoice or in accordance with any credit terms agreed by the Supplier and confirmed in writing to the Customer; and
  • in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.
• If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s other remedies under the Contract, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 6 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
• Without prejudice to the Supplier’s right to interest in accordance with clause 6 and its other rights and remedies under the Contract, if the Customer fails to make a payment due to the Supplier under the Contract by the due date, then the Customer shall pay the Supplier, as liquidated damages, £10.
• The parties confirm that the liquidated damages in clause 7 are reasonable and proportionate to protect the Supplier’s legitimate interest in receiving payment for the Goods on time.
• All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

• References to liability in this clause 8 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
• Nothing in the Contract limits any liability for:
  • death or personal injury caused by negligence;
  • fraud or fraudulent misrepresentation;
  • breach of the terms implied by section 12 of the Sale of Goods Act 1979;
  • defective products under the Consumer Protection Act 1987; or
  • any liability that legally cannot be limited.
• Subject to clause 2, the Supplier’s total liability to the Customer under the Contract shall not exceed 150% of the price of the Order.
• Subject to clause 2, the following types of loss are wholly excluded:
  • loss of profits;
  • loss of sales or business;
  • loss of agreements or contracts;
  • loss of anticipated savings;
  • loss of or damage to goodwill; and
  • indirect or consequential loss.
• This clause 8 shall survive termination of the Contract.

• Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:
  • the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of the Customer being notified in writing to do so;
  • the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
  • the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
  • the Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
• Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 1.2 to clause 9.1.4, or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
• Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
• On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest (and any other payments due under the Contract) and, in respect of Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt.
• Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
• Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for two months, the party not affected may terminate the Contract by giving 10 days’ written notice to the affected party.