The Ownership of any goods to be delivered by the Company will only be transferred to the Purchaser when he or it has met all that is owing to the Company no matter on what grounds. Until the date of payment, the Purchaser, if the Company so desires, is required to store the goods in such a way that they are clearly the property of the Company. Nevertheless, the Purchaser will be entitled to sell the goods to a third party within the framework of the normal carrying on of its or his business and to deliver them on condition that if the company so requires the Purchaser, as long as he has not fully discharged his debt to the Company, shall hand over to the Company the claims he has against his Buyer eminating from such transaction.

Should the Purchaser remain in default of any payments for which he is liable to the Company (which would be the case in exceeding the time within which the Purchaser should have paid) – then the Company is entitled to stop all further deliveries irrespective of which Contract with the Purchaser they spring from and to rescind the Contract in question without judicial interposition, all this without prejudicing their right to full compensation and without prejudicing their right to take back at once from the Purchaser the goods which by virtue of the provision hereinbefore contained are still the company’s property.

In all cases where the goods are to be delivered to an address in the United Kingdom the risk will pass when the goods have been so delivered.

In all cases where goods are to be collected by the Purchaser the risk will pass when the products have been so collected by the Purchaser or anyone acting on behalf of the Purchaser or if the Purchaser fails to collect the products within 14 days after the Company has given the purchaser written notice that the products are ready for delivery and collection.

Specifications

Instalments

Unless within 21 days from the date of despatch the Company is notified in writing goods shall be deemed to have been accepted by the Purchaser.

The terms of payment are:

In the case of deliveries within the United Kingdom, payment in full in sterling within thirty days from the date of invoice. In the case of Export shipments net cash, payable in sterling in full by irrevocable divisible letters of credit confirmed by a London Bank payable against onboard Bill of Landing in the Company’s favour. The letter of credit must provide for partial Shipments. All prices quoted are actual amounts payable to the Company free of all deductions whatsoever and the Purchaser is responsible for all tariffs, taxes, import duties and all other charges and payments which may be levied charged assessed or imposed in respect of the goods. As an alternative for Open Account Export Purchasers net cash payable in sterling within thirty days from arrival of Shipment. Payment by Open Account facility and the special payment arrangements required must be obtained in writing from the Company prior to the placement of any order.

Punctual payment is to be of the essence of the Contract.

If payment of the price or any part or instalment thereof is not made on the due date the Company shall be entitled to charge interest on the outstanding amount at the rate of 2 ½ % per calendar month and in addition any costs incurred in relation to the recovery of any sums outstanding shall be for the purchaser’s account.

No deduction shall be made by the Purchaser in respect of any set-off or counterclaim howsoever arising.

All prices quoted are ex works and do not include packing insurance and carriage whether for delivery in the United Kingdom or shipments to export destinations. All packing, insurance carriage, taxes and duties shall be for the Purchasers Account.

The Purchaser shall pay the Company (where applicable) in addition to the Contract Price a sum equal to the value added tax, purchase tax or any other similar tax levies or duties chargeable in respect of the value of the supply of the goods and/or services.

If the Purchaser shall make default in or commit a breach of the Contract or any other of his or its obligations to the Company, or if any distress or execution shall be levied upon the Purchasers property or assets, or if the Purchaser shall make or offer  to make any arrangements or composition with the Creditors or commit  any act of bankruptcy or if any petition or receiving order in bankruptcy shall be presented or made against him, or if the Purchaser is a limited Company and nay resolution or petition to wind up such Company’s business (other than for the purpose of amalgamation or reconstruction) shall be passed  or presented, or if a receiver of such Company’s undertaking, property or assets or any part thereof shall be appointed, the Company shall have the right forthwith to determine any Contract then subsisting and upon written notice of such determination being posted to the Purchasers last known address any subsisting Contracts shall be deemed to have been determined without prejudice to any claim or right the Company may otherwise make or exercise, and further in each and every such case as aforesaid the Company shall have  the right to stop any goods in transit and not withstanding any other provisions herein contained payment in respect of any delivery already made shall be immediately due.

The cancellation of an order by the Purchaser shall not be effective without the prior written consent of the Company and shall be subject to payment by the Purchaser to the Company of such sum as the Company shall consider reasonable in respect of work in progress at the time of cancellation.

The Company may wholly or partially suspend deliveries and the time of such suspension added to the original contract in the event of a stoppage, delay or interruption of work in the establishment of the Company during the delivery period as a result of strikes, lock-outs, trade disputes, breakdown, accident, interruption of transport, refusal of licence, delays in deliveries to the Company of any other cause whatsoever beyond the control of the Company.

In the event of an outbreak of hostility (whether war is declared or not) in which the United Kingdom is involved, or in the event of National emergency, or if the Company’s work should become either directly or indirectly so engaged on Government orders or orders under priority directions as to prevent or delay work on other orders the Company shall be entitled at any time, on notice to the Purchaser to make partial deliveries only or to determine the contract without prejudice in any case to rights accrued in respect of deliveries already made.

Any time or date named by the Company for delivery is given and intended as an estimate only the Company shall not be liable to make good any damage or loss whether arising directly or indirectly out of delay in delivery.

The Company warrants that the goods to be delivered consequent upon the Company’s acceptance of the Purchasers order are as described in his acknowledgement of good quality and workmanship and that the Company has title thereto and the right to sell the same. The Company’s obligation under this warranty shall be limited to replacing without charge any part or parts of the said goods which prove to be defective within 90 (ninety) days from the date on which the original goods shall first have been despatched from the Company works and which are carefully packed and returned at the Purchasers expense to the Company’s works, provided that notice of such defects and satisfactory proof thereof is given by the Purchasers immediately after discovery and provided further that the said goods shall not have been taxed, beyond their normal capacity and shall in all respects have been operated and maintained in the normal and proper manner. The Company’s obligation in this respect shall not apply to nor include any of the said goods or parts thereof which have been subjected to accident, alteration abuse or misuse. Save as in this clause expressed the Company shall be under no liability in contract tort or otherwise for any personal consequential or other injury, loss or damage of whatsoever kind or howsoever caused or for anything done or omitted in connection with the goods or any work in connection therewith including any breach by the Company their servants or agents of any fundamental term or any fundamental breach by the Company, their servants or agents of any terms of the Contract and the liability of the Company under this Clause shall be in lieu of and to the exclusion of any liability, condition, guarantee, warranty, term, undertaking or representation whether express or implied statutory or otherwise.

The Purchaser assumes responsibility that goods stipulated by the Purchaser are sufficient and suitable for the Purchasers purpose save in so far as the Purchasers stipulations are in accordance with the advice of the company.

All technical data presented by the Company in relation to the performance dimensions capacity  output consumption and weight of any goods and all illustrations descriptions specification and drawings relative thereto whether contained in brochures catalogues price lists and other advertising materials issued on behalf of the Company are given as guide lines only and the Purchaser shall be required to satisfy himself or itself that the goods are in every respect suitable for his or its purposes by sample or otherwise.

Where goods are supplied in accordance with a specification submitted to the Purchaser the Company will make every effort to ensure that the latest modifications are incorporated in production of the goods and to this end the Company reserves the right to adopt any changes in construction or design or of specification thereof and the buyer shall accept the goods so changed in fulfilment of the order.

The Company shall retain the exclusive property and reserve the copyright in all documents supplied or produced to the Purchaser in connection with any Contract or Tender and it shall be a condition of such supply or production that the contents of such documents or any part thereof shall not be communicated either directly or indirectly to any other person firm or Company without the prior written consent of the Company. All communications in connection with any contract or intended Contract and all arrangements for the inspection of goods and/or facilities shall be regarded as strictly confidential between the Company and the Purchaser and shall not be divulged to any other person, firm or company without the prior written consent of the Company.

The Purchaser warrants that any design or instructions furnished or given by him to the Company shall not be such as will cause the Company to infringe any letters patent, registered designs, trade mark, or trade name or any other protected industrial right or property in performance of the Contract and further the Purchaser shall indemnity the Company against all actions, costs, claims and demands, liabilities and expenses which may be incurred or sustained by the Company by reason of or arising directly out of any third party claim or right which arise due to the Company having followed a design or instruction furnished by the Purchaser or to the use of the goods in a manner or for a purpose not reasonably to be inferred by the Company or disclosed to the Company prior to making of the Contract.

The property in the design of the goods covered by the Contract shall subject to any existing rights of any third party in any design or invention incorporated or used in the design of the goods remain exclusively the property of the Company and neither the Purchaser nor any Agent Contractor or other person authorised by the Purchaser nor any other person firm or company shall at any time make use of the design or any part thereof.

The Company reserves the right to sub-contract the fulfilment of the Contract or any part thereof.

Any dispute under the contract shall be referred to an Arbitrator or Arbitrators to be appointed by the Parties or in default of agreement by the President of the Law Society for the time being and his or their decision shall be binding on both parties and this shall be a submission to arbitration within the Arbitration Act 1950 or any statutory modification thereof for the time being in force.

Any notice required or authorised to be given hereunder may be given either personality or by post addressed to the other party at its last known address and such notice if given by post shall be deemed to have been served 48 hours after the same is posted and proof that the envelope containing the Notice was properly addressed and sent by pre-paid post shall be sufficient evidence of service.

These Conditions and the Contract shall be subject to and construed in accordance with English Law.