General Terms & Conditions of Sale

1. GENERAL

1.1. In these General Terms of Sale references to the 'Goods' are references to the goods (including prototypes) specified in the Sellers quotation to the Buyer, references to the 'Services' are references to the services specified in the Sellers quotation to the Buyer and references to the Sellers quotation are references to such quotation as the same may be varied by an order from the Buyer and/or an acknowledgement of the Buyers order by the Seller.

1.2. These General Terms of Sale are to be read with the Sellers quotation to the Buyer and in the event of any conflict between these General Terms and such quotation then the terms set out in such quotation shall prevail. Subject as aforesaid all quotations are given and all orders are accepted on these terms, which supersede any other terms appearing in the Sellers catalogue or elsewhere, and unless otherwise agreed in writing by the Seller and the Buyer shall override and exclude any other terms stipulated or referred to by the Buyer in any negotiations, and any course of dealing established between the Seller and the Buyer.

1.3. In the event of conflict between the Buyers conditions of purchase and the Seller's conditions of sale then the terms set forth in this acknowledgement of order shall prevail.

1.4. No contract for the sale of the Goods or the Services shall be concluded until the Seller has issued an 'Acknowledgement of Order form.

1.5. The Buyer acknowledges that there are no representations outside these terms which have induced him to enter into the contract (which expression shall include any contract of which these terms form part) and these terms and those on the face hereof shall constitute the entire understanding between the parties for the sale of the Goods and/or the supply of the Services, as the case may be.

1.6. No modification of these terms shall be effective unless made by an express written agreement between the parties. The signing by the Seller of any of the Buyer's documentation shall not imply any modification of these terms.

2. QUOTATIONS

Quotations are subject to withdrawal at any time before receipt of an unqualified order from the Buyer and shall be deemed to be withdrawn unless an unqualified order is received by the Seller within 30 days from their date, or such later date as the Seller may in its discretion determine.

3. THE GOODS

All descriptions and illustrations contained in the Sellers catalogues, price lists and advertisements or otherwise communicated to the Buyer are intended merely to represent a general idea of the Goods described therein, and nothing contained in any of them shall form any part of the contract, unless contained in the Seller's quotation.

4. THE PRICE

4.1. The Seller reserves the right to increase the price of the Goods or the Services before any delivery of the Goods or completion of the work the subject the Services (as the case may be) to the ruling at the date of despatch

4.2. All prices are quoted ex works and exclusive of Value Added Tax and where the Seller has undertaken to provide or arrange carriage from its works to the place of delivery specified by the Buyer, such carriage shall be charged in addition to the price unless otherwise expressly agreed by the Seller in writing.

5. CANCELLATION

The Buyer may not cancel the contract without the written consent of the Seller, which if given shall be deemed to be on the express condition that the Buyer shall indemnify the Seller against all loss, damage, claims, or actions arising out of such cancellation unless otherwise agreed in writing.

6. PAYMENT

6.1. The Services are provided on the basis that one half of the quoted price in respect thereof shall be paid upon acceptance by the Seller of the Buyers order and the balance upon notification by the Seller to the Buyer that the work the subject of the Services is ready for despatch

6.1.1. Unless otherwise agreed the Goods are sold subject to payment in cash within 30 days of the date of invoice.

6.1.2. In the event that payment is not received within the period of 30 days then interest will be charged on any sums outstanding at the rate of 2.5% per month to accrue day by day.

6.1.3. The Seller shall not be bound to give up possession of any Goods or any work the subject of the Services until it shall have received payment, and the Seller shall be deemed to have made a sufficient tender of any Goods, or any work the subject of the Services, if it shall notify the Buyer that the same are ready for despatch subject to payment.

6.2. Where the Goods or the Services are to be supplied or payment therefore is to be made by instalments the failure of the Buyer to pay any instalment in due time shall entitle the Seller to treat such failure as repudiation of the whole contract by the Buyer and to recover damages for such breach of contract.

6.3. Payment shall be made in sterling at the registered office for the time being of the Seller or at such other address as the Seller may notify the Buyer in writing.

6.4. No discounts shall be allowed.

7. DELIVERY

1.1. All delivery dates are estimates only and the time of delivery shall not be of the essence of the contract. In no circumstances shall the Seller be liable to compensate the Buyer in damages or otherwise for non-delivery or late delivery of the Goods or non-performance or late performance of the Services or any of them for whatever reason or for any loss consequential or otherwise arising there from.

1.2. Should the Seller be prevented from or hindered in delivering the Goods or providing the Services or (in either case) any part thereof by reason of war, riot, explosion, fire, flood, strike, lock-out, shortage of materials or labour or any cause beyond the Sellers control, the time for delivery shall be extended until the operation of the cause preventing or hindering delivery has ceased.

1.3. Should the Seller be prevented from delivering part of the Goods or providing the Services by reason of any of the causes specified in the preceding sub-clause, the Seller shall deliver and the Buyer shall take and pay for such part of the Goods or the completed work the subject of the Services as the Seller shall be able to deliver in accordance with the contract.

1.4. The Seller shall be entitled to deliver the Goods and/or the completed work the subject of the Services in one or more consignments and subsequently raise multiple invoices against such deliveries.

1.5. Delivery shall be deemed to take place when the Goods or the completed work the subject of the Services (as the case may be) are despatched from the Sellers works.

1.6. The Seller shall not be liable for any loss of any kind to the Buyer arising from any damage to the Goods and/or the completed work the subject of the Services occurring after the risk has passed to the Buyer however caused, or shall any liability of the Buyer to the Seller be diminished or extinguished by reason of such loss.

8. PASSING OF RISK AND PROPERTY

Risk and property in the Goods or the completed work the subject of the Services shall pass to the Buyer on receipt of the Goods or such work by the Buyer and shall be deemed to have so passed in the event that the Goods or such work are despatched by the Seller and the Buyer fails to notify the Seller within 14 days of despatch that the Goods or such work have not been received.

9. INSPECTION OF GOODS

The Buyer shall inspect the Goods or the work the subject of the Services (as the case may be) immediately on delivery thereof and shall within 21 days from such delivery give notice to the Seller of any mailer or thing by reason whereof the Buyer may allege that the Goods or the work the subject of the Services are not in accordance with the contract. If the Buyer shall fail to give such notice the Goods or the work the subject of the Services (as the case may be) shall be deemed to be in all respects in accordance with the contract and the Buyer shall be deemed to have accepted the same accordingly.

10. RIGHTS RESERVED TO SELLER

Copyright in all work produced by the Seller in the course of performing the Services shall remain the property of the Seller.

11. DEFECTS AFTER DELIVERY

1.1. The Seller will make good, by repair or at the Sellers option by the supply to a replacement, detects which under proper use appear in such part of parts of the Goods as are the Sellers manufacture within a period of twelve months after the Goods have been delivered and arise solely from faulty materials or workmanship, provided always that defective parts are promptly returned by the Buyer carriage paid to the Seller's works and become the property of the Seller if replaced.

1.2. The Seller will use all reasonable endeavours to procure for the Buyer the benefit of such warranties and other rights as are conferred on the Seller in relation to detects in such part or parts of the Goods as are not of the Sellers manufacture by the terms of the Sellers agreement with the suppliers of such part or parts of the Goods.

1.3. The Sellers liability under this clause shall be in lieu and to the exclusion of any warranty, condition or liability implied by law in respect of the quality or the fitness for any particular purpose of the Goods (notwithstanding any advice or representation by the Buyer all liability in respect of which, howsoever arising, is expressly excluded), and save as provided in this clause the Seller shall not be under any liability, whether in contract, tort or otherwise, in respect of defects in the Goods or for any injury, damage or loss resulting from such defects or from any work done in connection therewith or for any consequential loss howsoever arising. For the avoidance of doubt no warranty is given by the Seller that the Seller will satisfactorily be able to complete the work the subject of the Services.

12. SELLER'S LIEN

The Buyer acknowledges the Sellers full ownership of the goods until such time as payment has been received.

In addition to any right of lien to which it may by law entitle the Seller shall be entitled to a general lien on all such goods of the Buyer from time to time in the Sellers possession (although such goods or some of them may have been paid for) for all sums, whether liquidated or quantified or not, due from the Buyer to the Seller. The Seller shall not be liable for loss of or damage to the Buyers property in the Seller's possession either as a result of the exercise by the Seller of its lien or otherwise.

13. INDEMNITY

The Buyer shall indemnify the Seller in respect of all damage, injury or loss occurring to any person or property and against all actions, suits, claims, demands, charges, or expenses in connection therewith arising from the condition or use of the Goods in the event that the damage, injury or loss shall have been occasioned partly or wholly by the carelessness of the Buyer or his servants or agents.

14. PATENTS AND TRADEMARKS

The Goods are sold subject to the rights of any person, whether in respect of any patent, trademark, registered design, copyright or otherwise howsoever to prevent or restrict the sale or use of the Goods in any part of the world; and the Buyer will in this respect accept such title of the Goods as the Seller may have.

15. PROPER LAW

The contract shall be governed by and interpreted in accordance with English Law, and the Buyer submits to the jurisdiction of the High Court of Justice in England but the Seller may enforce the contract in any court of competent jurisdiction.

16. ASSIGNMENT

The Buyer shall not assign any benefit under the contract without the consent in writing of the Seller, which may, if given, be on such terms as to guarantee or indemnify or otherwise as the Seller thinks fit.

17. NOTICES

Any notice given under or pursuant to the contract may be sent by hand or by post or registered post or by the recorded delivery service or transmitted by telex, telegram or other means of telecommunications resulting in the receipt of a written communication in permanent form and, if so sent or transmitted to the address of the party shown on the face hereof or such other address as the party may by notice to the other have substituted therefore, shall be deemed validly and effectively given on the day when in the ordinary course of the means of transmission it would first be received by the addressee in normal business hours.