Page 67 - Unpriced Product Guide 10.10.24

TERMS & CONDITIONS OF SALE

1. GENERAL. No order shall be binding upon us until accepted in writing. Acceptance of your order is conditional on acceptance of the
following conditions which shall override all other terms and conditions inconsistent therewith whatever contained. No variation to
these conditions of the contract shall be valid unless accepted by us in writing.

2. PRICE VARIATION. The prices quoted by us for orders are based on the cost of materials and general overheads, rates of wages
payable to labour and the cost of conforming to statutory obligations ruling at the date of acceptance by us of your order. If between
such date and the date or dates despatch variations either by rise or fall occur in such costs, or rates, such prices may be amended
by us to take account of such variations and amended prices when notified to you shall be binding on you.

3. DESPATCH. Despatch dates are quoted without engagement although every endeavour will be made to adhere to the date or dates
quoted. In no circumstances shall we be liable for any loss arising from delay in despatch, howsoever caused. Time shall not be the
essence of the contract.

4. CARRIAGE. All goods ordered for despatch within the UK region will be despatched carriage paid unless otherwise stated in our
acceptance of order. We shall have the sole choice as to the method/methods and carrier/carriers employed unless otherwise
specifically agreed in writing.

5. DAMAGE & LOSS IN TRANSIT. (i) We accept no liability for damaged goods in transit unless notified to us and the carrier concerned
within 48 hours after delivery. (ii) In the case of non-delivery we accept no liability of any sort unless written notice of non-delivery is
given to us within 7 days after the date of our advice of despatch of the goods. (iii) Our liability for damage in transit or non-delivery of
goods duly notified to us in accordance with the above shall in any event be limited to the replacement of the goods within
reasonable time whether non-delivery or damage is due to negligence or otherwise.

6. DEFECTS AFTER DELIVERY. Subject to the provisions of condition 5, if you, upon delivery, any of the goods shall be found to be
defective and providing that within thirty days after delivery we are notified in writing and the goods returned to us if we so require, or
alternatively made available for inspection by us, and we are satisfied as to the defects, we shall at our option either replace the
defective goods within a reasonable time or credit you with their contract price. All defective goods returned to us shall be our
property.

7. PAYMENT. Payment Terms will be strictly Net Monthly.

8. TITLE OF GOODS.
(i). The goods shall remain our property as legal and equitable owner and no property or title to the goods shall pass to you until their full

price has been duly paid to us together with the full price of any goods the subject of any other contract with us.
(ii). While the ownership of the goods remains with us, you shall store them at your premises separately from you own goods or those of

any other person and in a manner which makes them readily identifiable as our goods.
(iii). Risk in the goods passes to you as soon as the goods leave our premises save where we undertake transportation to your premises

or nominated delivery point in which case risk passes to you immediately on arrival at your said premises or delivery point.
(iv). If any payments due hereunder are overdue in whole or in part we may (without prejudice to our other rights) recover or resell the

goods or any part of them and may enter upon your premises (or such other premises where the goods are stored) by our servants
or agents for that purpose.
(v). You shall not be at liberty to sell on the goods before effecting payment thereof to us unless such on-sale is at a price not less than the
price agreed between us. Without prejudice and subject to our rights in law and equity, if any of the goods shall be sold by you before
payment for them has been made that part of the proceeds of sale which represents or is equivalent to the amount owed by you to us
shall be paid into a separate bank account designated for that purpose. We shall be entitled to trace the proceeds of any such sales
into said bank account (or wherever such proceeds may in fact be located) and you hereby authorise us to make enquiries of your
bankers (or otherwise as appropriate) relating to such proceeds.
(vi). You shall ensure that the goods are not incorporated in or mixed with or used as part of other goods (“New Goods”) before payment
for the goods has been made to us although if such incorporation or mixing shall take place the property in those goods which remain
identifiable and/or severable from such New Goods shall be and remain with us until payment has been made of the New Goods
have been sold as aforesaid and all our rights hereunder in the goods shall extend to such part of the New Goods and to the
proceeds of sale thereof, which shall be held by you in accordance with sub-condition 10.5 hereof.
(vii). Any failure by us to require a separate account under sub-condition 108 and/or 10.6 above shall not constitute a waiver or variation of
its rights under this condition.
(viii). Each of the foregoing sub-conditions shall so far as the context permits be read and construed independently of the other sub-
conditions so that if one or more should be held to be invalid for any reason whatsoever then the remaining sub-conditions shall be
valid to the extent that they are not held to be so invalid.

9. INSOLVENCY
(i). This condition applies if:
(a) You make any voluntary arrangement with your creditors or become subject to an administration order or go into liquidation (otherwise

that for the purpose of amalgamation or reconstruction) or (being an individual or firm) become bankrupt; or
(b) An encumbrance take possession, or a receiver or administrative receiver is appointed, over any of your property or assets; or
(c) You cease or threaten to cease to carry on business; or
(d) We reasonably apprehend that any of the events mentioned above is about to occur in relation to you and notify you accordingly.

(ii). If this condition applies then, without prejudice to any other right or remedy available to us, we shall be entitled to cancel the Contract
or suspend any further deliveries under the Contract without any liability to you, and if the goods have been delivered but not paid for
the prices shall immediately be due and payable notwithstanding any previous agreement or arrangement to the contrary.

(iii). In addition to any right of lien to which we may by law be entitled we shall (in the event of your insolvency) be entitled to a general lien
on all of your goods in our possession (although such goods or some of them may have been paid for) in respect of all sums due or
owing from you on account whatsoever.

10.INTERPRETATION. Any agreement between us shall be subject to and governed by the domestic law of England and each of us
hereby agrees to submit to the jurisdiction of the Courts of England.