1. APPLICATION
These conditions apply to all sales of goods ('the Goods') by the seller to any purchaser (the 'Buyer') and shall apply in place of and prevail over any terms or conditions contained or referred to in the Buyer's order or in correspondence or implied by trade, custom, practice or dealing unless specifically agreed to in writing by a director or other representative of the Seller and any purported provisions to the contrary hereby excluded or extinguished.

2. QUOTATIONS AND ORDERS
2.1 A Quotation by the Seller does not constitute an offer and the Seller reserves the right to withdraw or revise the same at any time prior to the seller's acceptance of the Buyer's order. A quotation by the Seller is valid for a period of one month from the date of the quotation.
2.2 The Seller's acceptance of the Buyer's order shall be effective only where such acceptance is made in writing by an authorised representative of the Seller.

3. PRICES
3.1 The price of the Goods shall be the price stated in the quotation or when no price has been quoted or a quoted price is no longer valid the price contained in the Seller's price list therefore current at the time of despatch. The discounts allowable to the Buyer are those shown on the Seller's quotation only and unless otherwise expressly agreed in writing no other discounts or commissions are to become due or allowable to the Buyer (notwithstanding any previous course of dealing.) The Seller shall have the right at any time before the delivery to withdraw any discount from its normal prices and/or to revise the price of the Goods to take into account Increases In costs Including (without limitation) costs of any goods, materials, carriage, labour or overheads, the increase or imposition of any tax duty or other levy and any variation in exchange rates.
3.2 Except as otherwise stated under the terms of any quotation or any price list of the Seller or unless otherwise agreed in writing between the Buyer and the Seller all prices are given by the Seller on ex-works basis and where the Seller agrees to deliver the Goods otherwise than at the Seller's premises, the Buyer shall be liable to pay the Seller's charges for transport, packaging and insurance.
3.3 Unless otherwise specified the price is exclusive of any applicable Value Added Tax and any other tax or duties payable by the Buyer which the Buyer Shall additionally be liable to pay to the Seller.
3.4 The cost of pallets and other returnable packaging materials will be charged to the Buyer in addition to the price of the goods, but full credit will be given to the Buyer provided they are returned undamaged to the Seller before the due payment date.

4. TERMS OF PAYMENT
4.1 Subject to any special terms agreed in writing between the Buyer and the Seller the Seller shall be entitled to invoice the Buyer for the price of the Goods and any other sums due hereunder on or at any time after delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitles to Invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods and provided further that in the case of non-account holding buyers the Seller may submit an Invoice on acceptance of order.
4.2 Payment of invoices shall unless otherwise agreed in writing be made in full in sterling, without any deduction or set ? off not later than the 20th day of the Month following the month of invoice or delivery of goods whichever is earlier.
4.3 Interest Shall be payable by the Buyer on overdue accounts at the rate of 4% over-Barclays Bank plc base rate to run from the due date for payment thereof until receipt by the Seller of the full amount whether before at after judgement.
4.4 If in the opinion of the Seller the credit worthiness of the Buyer shall have deteriorated prior to delivery the Seller may require full or partial payment of the price prior to delivery or the provision of security for payment by the Buyer in a form acceptable to the Seller.

5. DELIVERY
5.1 Delivery of the goods shall be made by the Buyer collecting the Goods at the Seller's premises within a reasonable time after the Seller has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by the Seller delivering the Goods to that place provided that in that case the Sellers obligation shall be to deliver as near to the place of delivery as a safe hard road permits and the Buyer shall provide free of charge the labour for unloading.
5.2 Delivery dates mentioned in any quotation acknowledgement or order or elsewhere are approximate only and not of any contractual effect and the Seller shall not be under any liability to the Buyer in respect of any failure to deliver on any particular date or dates. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
5.3 The Seller shall be deemed to have fulfilled its contractual obligations in respect of any delivery although the quantity may be up to 5% more or less than the quantity specified in the contract and in such event the Buyer shall pay for the actual quantity delivered.
5.4 If the Buyer refuses or fails to take delivery of Goods tendered in accordance with the contract or fails to take any action necessary on its part for delivery and/of shipment of Goods the Seller shall be entitled at this option:-
5.4.1 to store the Goods until actual delivery and charge the Buyer for the reasonable costs (including Insurance) of storage; or
5.4.2 to terminate the contract with immediate effect, dispose of the Goods as the Seller may determine and to recover from the Buyer any loss and additional costs, Incurred as a result of such refusal or failure.
5.5 Unless otherwise expressly agreed the Seller may effect delivery of the Goods in one or more instalments. Where delivery is effected by Instalment each instalment shall be treated as a separate contract and failure by the Seller to deliver any one or more, instalments in accordance with these conditions or any claim by the Buyer in respect of any one or more Instalments shall not entitle the Buyer to treat the contract as a whole as repudiated.

6. TITLE AND RISK
6.1 Risk of damage to or loss of the Goods shall pass to the Buyer:-
6.1.1 in the case of Goods to be delivered at the Sellers premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or
6.1.2 in the Case of the Goods to be delivered otherwise than at the Seller's premises, at the time of delivery, or if the Buyer wrongfully fails to take delivery of the Goods, at the time when the Seller has tendered delivery of the Goods.
6.2 Title to the Goods
6.2.1 The Goods shall remain the sole and absolute property of the Seller as legal and equitable owner until such time as the Buyer shall have paid to the Seller the agreed price together with the full price of any other Goods the subject of any other contract with the Seller
6.2.2 Until such payment the Buyer shall be in possession of the Goods solely as bailiff for the Seller and in a fiduciary capacity and shall store the Goods in such a way as to enable them to an identified as the property of the Seller.
6.2.3 Subject to the terms hereof the Buyer is licensed by the Seller to process the said Goods in such fashion as it may wish and/or incorporate them in or with any other product or products subject to the express condition that the new product or products or any other chattel whatsoever containing any part of the said Goods shall become the sole and exclusive property of the Seller and shall be separately stored and marked so as to be identifiable as being made from or with the Goods the property of the Seller.
6.2.4 The Buyer shall be at liberty and may in the ordinary course of its business sell and deliver the Goods or any product produced with the Goods to any third party as Seller bailiff and in a fiduciary capacity and provided that the entire proceeds of the sale are held in trust for the Seller and are not mingled with any other monies and shall at all times be identifiable as the Seller's monies. The Buyer agrees immediately upon being so requested by the Seller to assign to the Seller all rights and claims which the Buyer may have against its customers arising from such sales until payment is made in full as aforesaid.
6.2.5 The Seller reserves the immediate right of repossession of Goods to which it has retained title as aforesaid and thereafter to re-sell the same and for this purpose the Buyer hereby grants an Irrevocable right and licence to the Seller's servants and agents to enter upon all or any of its premises with or without vehicles during normal business hours. This right shall continue to subsist notwithstanding the termination of the contract for any reason and is without prejudice to any accrued rights of the Seller there under or otherwise.

7. THIRD PARTY RIGHTS
7.1 The Buyer shall indemnify the Seller against any and all liabilities claims and costs incurred by or made against the Seller as a direct or indirect result of the carrying out of any work required to be done or to the Goods in accordance with the requirements or specifications of the Buyer involving any infringement or alleged infringement of any rights of any third party.
7.2 The Seller shall have no liability to the Buyer in the event of the Goods Infringing or being alleged to infringe the right of any third party. In the event that the Goods are or may be the subject of third party rights the Seller shall be obliged to the Buyer only such title as the Seller may have.
7.3 The Buyer shall notify the Seller forthwith of any claim made or action brought or threatened alleging Infringement of the rights of any third party. The Seller shall have control over and shall conduct any such proceedings in such manner as it shall determine. The Buyer shall provide all such reasonable assistance in connection therewith as the Seller may request. The cost of any such proceedings shall be borne in such proportions as the party shall determine.

8. SPECIFICATION AND INFORMATION
8.1 Where samples of goods or colour charts are provided they are only indicative of the class, size or colour of goods quoted for and sales of such goods shall not be by reference to any such samples or colour charts.
8.2 While all descriptions and illustrations of the Goods in internet-site, catalogues, brochures and price lists provided by the Seller have been carefully prepared, they are intended nevertheless for general guidance only and do not form part of the contract for sales of goods and no responsibility is accepted for any errors or omissions therein or for any loss or damage resulting from reliance on each descriptions or illustrations.
8.3 All descriptions, illustrations, samples, colour charts and information submitted by the Seller are confidential and shall not be disclosed to any third party without the Sellers written consent.

9. LIABILITY
9.1 The Seller shall not be liable to the Buyer:-
9.1.1 for shortages in quantity delivered unless the Buyer notifies the Seller of any claim for short delivery within 7 days of the delivery of the Goods.
9.1.2 For damage to or loss of the Goods or any part thereof in transit (where the Goods are carried by the Sellers own transport or by a carrier on behalf of the Seller) unless the Buyer shall notify the Seller of any such claim within 48 hours of receipt of the Goods or the scheduled date of delivery whichever shall be earlier followed by a complete claim in writing within seven days of the date of advice of despatch.
9.1.3 For defects in the Goods caused by fair wear and tear, abnormal conditions of storage or abnormal working conditions, wilful damage, negligence, failure to follow the Sellers instructions (whether oral or in writing) misuse or alteration or repair of the Goods without the Sellers prior written approval.
9.1.4 For other defects in the Goods unless notified to the Seller within one month of receipt of the Goods by the Buyer or where the defects would not be apparent on reasonable inspection within 12 months of delivery
9.2
9.2.1 Where liability is accepted by the Seller under paragraph 9.1 the Seller's only obligation shall be at its option to make good any storage or non-delivery and/or as appropriate to replace or repair any of the Goods found to be damaged or defective and/or to refund the cost of such Goods to the Buyer.
9.2.2 The Seller's aggregate liability to the buyer whether for negligence breach of contract, misrepresentation or otherwise shall in no circumstances exceed the cost of the defective, damage or undelivered goods which gave rise to such liability as determined by the net price invoiced to the Buyer in respect of any occurrence or series of occurrences.
9.3 Except as expressly provided in these conditions, all conditions, warranties and representations expressed or implied by statute, common law or otherwise in the relation to the Goods are hereby excluded and the Seller shall be under no liability to the Buyer for any loss, damage or injury direct or indirect (including without prejudice to the generality of the foregoing consequential loss or damage, whether for loss or profit otherwise) resulting from defective material, faulty workmanship or otherwise howsoever arising and whether or not caused by the negligence of the Seller its employees or agents SAVE THAT the Seller shall accept liability for death or personal injury caused by the negligence of the Seller and liability under part 1 of the Consumer Protection Act 1987 save where there is a defence, exclusion, exclusion or mitigation of such liability allowed by law PROVIDED always them the Buyer shall indemnify the Seller against any and all such liability and any costs incurred in connection herewith AND SAVE THAT where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions or Statements) Order 1976) the statutory rights of the Buyer are not effected by these conditions.
9.4 The Sellers prices are determined on the basis of the limits of liability set out in this Condition. The Buyer may by written notice to the Seller request the Seller to agree a higher limit of liability provided insurance cover can be obtained therefore. The Seller shall effect Insurance up to such limit and the Buyer shall pay upon demand the amount of any premiums. The Buyer shall disclose such information as the insurers shall require. In no case shall the Buyer be entitled to recover from the Seller more than the amount received from the Insurers.
9.5 The Seller shall not be liable to the Buyer for any loss or damage which may be suffered by the Buyer as a direct or indirect result of the supply of the Goods by the Seller being prevented, hindered, delayed or rendered uneconomic by reason of circumstances or events beyond the Sellers reasonable control including but not limited to Act of God, war, riot, strike, lock-out, trade dispute or labour disturbance accident, breakdown of plant or machinery, fire, flood , storm, difficulty or increased expense in obtaining workmen, materials or transport or other circumstances affecting the supply of the Goods or of raw materials therefore by the Sellers normal source of supply or the manufacture of the Goods by the Sellers normal means or the delivery of the goods by the Sellers normal route or means of delivery. If due to such circumstances or events the Seller has insufficient stocks to meet all its commitments the Seller may apportion available stocks between its customers at its sole discretion.

10. INSOLVENCY AND DEFAULT
10.1 If the buyer is in breach of any terms hereof and (if such breach is remediable) fails to remedy such breach within 30 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied or an encumberancer takes possession or a receiver is appointed over any of the property or assets of the Buyer or the Buyer makes any voluntary arrangement with its creditors or becomes subject to an Administration Order or the Buyer goes into liquidation (except for the purposes of amalgamation or reconstruction and in such manner that the company resulting there from effectively agrees to be bound by or assume the obligations imposed on the Buyer under this Agreement) or anything analogues to any of the foregoing under the law of any jurisdiction in relation to the Buyer or the Buyer ceases, or threats to cease, to carry on business or the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly then without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled without any liability to the Buyer to stop any of the Goods in transit and/or suspend further deliveries and/or by notice in writing to the Buyer, determine the contract and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

11. CANCELLATION
If an order is cancelled the following charges will apply:
a) Standard Material ? order cancelled after 15.00 on the day prior to despatch:-
Orders over £2,000 = £200
Orders under £2,000 = £100
b) Special Orders i.e non-standard products:
i) Not Produced ? If special raw materials have been purchased for the production of a 'special order' for which the order is subsequently cancelled we will endeavour to return these items to the supplier. Any costs or charges incurred relating to this will be charged to the Company placing the initial order.
ii) Produced ? 100% of the order value.
In the event of the Buyer cancelling part of an order the Seller reserves the right to revise the price for the remaining part of the order.

12. RETURNS
No Goods can be returned to the Company without prior negotiation and issue of return authorisation. In the event of returns a handling and administration charge will be levied against the value of all Goods to be returned. All returns are subject to Quality Assurance procedures and subject to appropriate extra charges at the sole discretion of the Company.

13. GENERAL
13.1 If any licence an any consent of any government or other authority shall be required for the acquisition, carriage, or use of the Goods by the Buyer, the Buyer shall obtain the same as its own expense and if necessary produce evidence of the same to the Seller on demand. Failure so to do shall not entitle the Buyer to withhold or delay payment of the price. Any additional expenses or charges incurred by the Seller resulting from such failure shall be for the Buyers account.
13.2 Failure by the Seller to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such rights or operate so as to bar the exercise or enforcement thereof at any time thereafter.
13.3 Any notice hereunder shall be deemed to have been duly given if sent by prepaid first class post, email, telex, facsimile transmission to the party concerned at its last known address. Notices sent by first class post shall be deemed to have been given seven days after despatch and notices sent by email, telex, facsimile transmission shall be deemed to have been given on the date of despatch.
13.4 The contract shall be governed by and construed In accordance with the laws of England the parties hereby submit to the jurisdiction of the English Courts.