GENERAL TERMS AND CONDITIONS OF SALE BASIS OF SALE 1

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GENERAL TERMS AND CONDITIONS OF SALE

BASIS OF SALE
1. The Company (as named overleaf) shall sell and the Client (as named overleaf) shall purchase the goods described on the front of the Sales Order Form which is accepted by the Client, subject to these general terms and conditions and any special terms and conditions set out overleaf which shall be binding as between the Company and the Client, and shall govern the sale of goods supplied under this Sales Order Form to the exclusion of all other terms and conditions.
2. No variations to these general terms and conditions shall be binding unless agreed in writing by an authorised representative of the Company and the Client.
3. Any typographical, clerical or other error or omission in any sales literature, price list, invoice or other document or information issued by the Company shall he subject to correction without any liability on the part of the Company
ORDERS AND INFORMATION
4. The Client confirms the accuracy of the information submitted by the Client for the completion of the Sales Order Form including without limitation the delivery date; discount; Client's Order Number, delivery and invoice addresses; quantity and description of the goods to be supplied. The Company shall be under no liability whatsoever for any loss arising from the submission by the Client of any inaccurate information.
5. No order for the supply of goods accepted by the Client may be cancelled by the Client except with the agreement in writing of the Company and on terms that the Client shall indemnify the Company in full against all loss including loss of profits, costs, damages, charges and expenses incurred by the Company as a result of such cancellation.
PRICE OF GOODS
6. The price of the goods supplied shall be the price listed in the Company's price list current at the date of acceptance by the Client of the order (subject to any discounts stated overleaf).
7. Notwithstanding clause 6 above, the Company reserves the right by giving notice to the Client at any time before delivery, to increase the price of the goods to reflect any increase in the cost to the Company which is due to any factor beyond the reasonable control of the Company

PAYMENT
8. The Client shall make payment for any goods supplied under the Sales Order Form in whatever currency and on whatever terms the Company shall from time to time specify, including (without limitation) cash, irrevocable letter of credit and bill of exchange.
9. The Company shall be entitled to invoice the Client for the price of the goods supplied on or at any lime after delivery, unless the goods are to be collected by the Client, in which event the Company shall be entitled to invoice the Client for the price at any time after the goods are ready for collection.
10. The Client shall pay the price of the goods within the payment terms stated overleaf notwithstanding that delivery may not have taken place. The time of payment of the price shall be of the essence.
11. If the Client fails to comply with clause 10 above the Company shall be entitled to:
(a) cancel the contract or suspend any further deliveries to the Client.
(b) charge the Client interest (both before and after any judgement) on the amount unpaid, at the rate of 2% per annum, above NatWest Bank plc. base rate from time to time, until payment in full is made.
(c) Pro Forma. Invoices will be held for 30 days from date of letter/invoice, thereafter it will automatically be cancelled.

DELIVERY
12. Any dates quoted on the Sales Order Form for delivery of the goods are approximate only and the Company shall not be liable and the Client shall not make any claim for any delay in delivery of the goods howsoever caused. The goods may be delivered by the Company in advance of the quoted delivery date upon giving reasonable notice to the Client.
13. The Order contained in the Sales Order Form is subject to the availability of goods held by the Company from time to time. If the quantity of goods as specified overleaf is not available the Company will use its best endeavours to supply such quantity as it is able, to comply as far as possible with the Client's order, and the Client agrees to accept the quantity delivered in lieu of the quantity ordered.
14 If the Client prevents, impedes, inhibits or fails to take delivery of the goods or gives inaccurate delivery instructions to the Company, the Company may store the goods until actual delivery and charge the Client for the reasonable costs of storage including insurance and transport costs

RISK AND PROPERTY
15. Risk of damage to or loss of the goods shall to the Client:
(a) in the case of goods to be delivered at the Client's premises at the time of delivery or, if the Client wrongfully fails to take delivery, the time when the Company has tendered delivery of the goods: or
(b) in the case of exported goods at the time when the goods are made available for collection by the Client.
16. Notwithstanding delivery and the passing of risk in the goods or any other provision of these general terms and conditions, the title in the goods shall not pass to the Client until the Company has received payment in full for the goods in accordance with these general terms and conditions.

LIABILITY
17. Any claim by the Client which is based on any defect in the description or condition of the goods shall be notified to the Company within 7 days from the date of receipt of the goods or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the detect or failure. If delivery is not refused and the Client does not notify the Company accordingly, the Client shall not be entitled to reject the goods and the Company shall have no liability for such detect or such failure, and the Client shall be bound to pay the price as if the goods had been delivered in accordance with the Sales Order Form
18 Where any valid claim based on any defect in the description or condition of the goods is notified to the Company in accordance with Clause 17 above the Company shall be entitled to replace the goods (or a part thereof) free of charge or at the Companys discretion, refund to the Client the price of the goods (or a proportionate part of the price), but the Company shall have no liability to the Client.
19 If the Company and the Client agree, the Client may elect to retain the goods delivered notwithstanding clause 18 above and such delivery shall be deemed to be a full and sufficient discharge of the Companys obligations under the Sales Order Form, save the client shall pay to the Company forthwith any amount in excess of the price of the goods delivered above the agreed price of the goods originally ordered, and correspondingly the Company shall pay any shortfall in price forthwith to the Client.
20 The Company shall not be liable to the Client by reason of any delay in performing or any failure to perform any of its obligations in relation to the goods, if the delay was due to any cause beyond the Companys reasonable control, which without prejudice to the generality of the foregoing shall include strikes, lock-outs, or other industrial actions (whether involving employees of the Company or a third party)

INSOLVENCY OF CLIENT

21 (a) The clause will apply if:
i ) the Client makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being individual or firm)
becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction), or
ii) an encumbrancer takes possession or a receiver is appointed, of any of the property or assets of the Client; or
iii) the Client ceases, or threatens to cease to carry on business; or
iv) the company reasonably apprehends that any of the events mentioned above is about to occurred in relation to the Client and notifies the Client accordingly
(b) if the clause applies, then without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the order without any liability to the Client and if the goods have been delivered but not paid for either the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary, or the Client shall grant a right of access to the premises to the Company shall forthwith be entitled to enter and repossess any goods delivered.
EXPORT
22 In these terms and conditions Incoterms means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date of this Sales Order Form. Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of incoterms shall have the same meaning in these terms and conditions but if there is any conflict between the provisions of Incoterms and these terms and conditions, the latter shall prevail.

23 Where the goods are supplied for export from the United kingdom the provisions of clauses 22 to 26 shall (subject to any special terms agreed in writing between the Client and the Company) apply notwithstanding any other provision of these general terms and conditions

24 The Client shall be responsible for complying with any legislation or regulations governing the importation of the goods into the country of destination and for the payment of any duties thereon.

25 Unless otherwise agreed in writing between the Client and the Company, the goods shall be delivered F.O.B. to the air or sea port of shipment and the Company shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.

26. The Client shall be responsible for arranging for testing and inspection of the goods at the Companys premises before shipment. The Company shall have no liability for any claim in respect of any defect in the goods, which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.

GENERAL
27. Any notice required or permitted to be given by either party to the other under these general terms and conditions shall be in writing addressed to that other party at its registered office or principal place or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
28 No waiver by the Company of any breach of these general terms and conditions by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision
29 If any provision of these general terms and conditions is held by the competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these general terms and conditions and the remainder of the provisions in question shall not be affected thereby
30. These general terms and conditions shall be governed by the Law of England and the Client and the Company agree to submit to the non- exclusive jurisdiction