Terms of Trading 1. PRICE (1) Prices exclude VAT and all other charges including packing and carriage and are ex-works. (2) Quotations are subject to acceptance within 30 days unless otherwise stated in writing. (3) Unless subject to a valid current quotation prices for goods may be varied without prior notice in accordance with market conditions at the time of dispatch. 2. SPECIFICATION The Company's policy is one of continuous improvement. To achieve this the Company reserves the right to amend specifications without notice and the customer is advised to confirm any specification prior to order. The onus for doing so in on the customer not on the Company, and no responsibility will be accepted by the Company for any loss occasioned thereby to the customer. Due to metrification, specifications should be considered as approximate, and whilst the information provided has been compiled with every care, The Company cannot be held responsible for any errors or omissions. 3. FULFILMENT OF ORDERS (1) The Company will use its best endeavours to fulfil any orders submitted to it by a customer. Where the Company cannot supply any goods ordered, within a reasonable period the Company reserves the right to cancel a customer's order, either in whole or part. Where the customer's order has been cancelled in part, the Company shall be deemed to have fulfilled such order when the goods ordered (excluding the cancelled goods) are dispatched to the customer. The Company shall be under no liability whatsoever to the customer in respect of any costs expenses or liabilities incurred by the customer as a result of any cancellation whether in whole or part. (2) When free issue components are to be supplied by the customer delivery of these must be completed within eight weeks of the order date failing which the Company reserves the right to revise the contract price/quotation. Additional components in excess of the order must be supplied to cover spoilage. (3) Where the contracts placed cover bulk quantities the Company may deliver an excess or deficiency of up to 5% of the order and payment shall be made pro rata to Contract price. 4. DELIVERY (1) The company shall use it best endeavours to adhere to the delivery dates quoted or where no dates are quoted to deliver goods promptly. No liability can be accepted for any loss whatsoever arising directly or indirectly from any delay in delivery. (2) The time stated for delivery date is from receipt of complete instructions approval of drawing and specifications and samples (where appropriate) and not from the date of the order. 5. SCHEDULED ORDERS (1) If there are to be schedules of requirements from time to time (a) The provision for under/over deliveries shall apply to the quantities shown on each of the customer's schedules. (b) No arrears of goods will be subject to cancellation unless agreed in writing between the customer and the Company (c) The customer will accept delivery of the goods scheduled for the next ensuing three months and will be liable for the cost of raw materials and other purchases made by the Company for the purpose of the customer's scheduled requirements in respect of the following three months thereafter. (2) Where contracts placed cover bulk quantities for the delivery against purchase schedule requirements the customer hereby authorises the Company to manufacture if the Company elects to do so the complete quantity in bulk. 6. CARRIAGE AND PACKING The Company reserves the right to charge additionally for the packing and carriage of goods. 7. RISK AND PROPERTY (1) Goods supplied by the Company shall be at the customer's risk as from the date of dispatch or delivery into the customer's custody (whichever is the sooner) and the customer should therefore be insured accordingly. (2) Unless otherwise specified by the customer goods shall be dispatched to the customer's usual place of business. (3) Notwithstanding delivery and passing of risk the goods shall remain the property of the Company until the customer has paid all monies owed to the Company under any contract or order. (4) The customer has the right to sell goods in its possession for the account of the Company and shall be under a duty to account to the Company for the proceeds of any such sale to the extent that the customer owes any money to the Company. (5) Nothing herein shall give the customer the right to return goods to the Company. 8. MIMIMUM ORDER VALUES No orders shall be accepted if the value thereof is less than £10.oo net. If the Company shall decide to accept such orders, which shall be at the Company's absolute discretion, a Charge of £10 will be made therefore irrespective of the value of the goods supplied. Where an order has been satisfied in part and the value of the outstanding goods to be supplied is less than £10.00 net the Company shall have the right either to cancel the remainder of such order or impose a charge of £10.00 net for the remaining goods to be supplied irrespective of the value to cover invoicing costs. 9.SETTLEMENT (1) Non-account customers: Cash must accompany order unless prior arrangements have been made with the Company. If arrangements have been made with the Company for the payment to be made on delivery of goods, the Company reserves the right to impose a surcharge to cover the cost of collecting such payment. (2) Account Customers: Payment is to be made no later than 30 days after the date of delivery of the goods or the relevant invoice, whichever shall be sooner ("the due date"). If payment is not made on or before the due date interest at the rate of 1.75% per month of the sum outstanding shall become payable to the Company. (3) Generally: (a) Where goods comprised in any order are to be delivered on different dates the Company shall be entitled to submit separate invoices but the sum of any separate invoices shall not exceed the order price. (b) Credit facilities may be available from the Company entirely at its own discretion. Such facilities may be suspended or withdrawn without prior notice. The Company may suspend delivery of goods ordered to a customer where the customer has not paid an invoice previously rendered on the due date. (c) In the event of the customer failing to meet payment obligations on time then in addition to paying interest as above the customer shall reimburse the Company on demand for all collection costs incurred by the Company in the recovery or attempted recovery of the debt in particular those incurred with solicitors and debt collecting agencies. 10.DEFECTIVE GOODS AND DISCREPANCIES Notification of any defective goods or discrepancies in orders must be given to the Company in writing within 7 days of the date of delivery of the same and the defective goods must be returned to the Company within 14 days of the date of delivery. If the Customer fails to notify the Company as above it shall be deemed to have accepted the goods supplied unconditionally. 11.WARRANTY In respect of non-consumer sales all statutory or other warranties descriptions or representations expressed of implied as to the state quality or fitness for any purpose of the goods are expressly excluded. Any manufacturers warranty appropriate to the goods supplied will be offered to the customer. In respect of consumer sales in addition to the manufacturers warranty (if any) appropriate to the goods supplied the warranties implied by the Sale of Goods (Implied Terms) Act 1973 shall apply. The Company shall not in any circumstances be liable for any damages, compensation, costs, expenses, losses or other liabilities whether direct or consequential and any other remedy which would otherwise be available in law hereby excluded except to the extent that such exclusion is prohibited by the rule of law. 12.RETURN OR CANCELLATION OF ORDERS Where a customer wishes to return or cancel an order to the Company and accepted by the Company, The Company may accept such return or cancellation on such terms as it shall think fit, but without prejudice to the generality of the foregoing, the following shall apply: (a) Where the subject matter of a returned or cancelled order consists of goods normally held in stock, the Company may refund, credit or replace the goods provided any returned goods are received in perfect condition complete in original packing with all documentation such that the goods are in a resalable condition. (b) Where the subject matter of the returned or cancelled order consists of goods not normally held in stock, the Company may accept such cancellation on the payment of a sum or sums equivalent to the aggregate cancellation fees imposed upon the Company by the suppliers following cancellation of any order plus 10% of the value of the ordered goods. Any returned goods must be received in perfect condition complete in original packing with all documentation such that the goods are in a resalable condition. The Company shall be deemed to have accepted an order where the Company shall have itself placed orders with its suppliers to enable it to fulfil such order prior to such cancellation. (c) Returns of software packages cannot be accepted unless the packages are unopened and the software seals are intact. 13.ORIGIN The Company makes no representation and gives no warranty in respect of the source or origin of manufacture of any goods supplied. 14. FORCE MAJEURE The Company shall not be under any liability to the customer in respect of any failure to carry out or delay in carrying out any of its obligations under any contract with the customer attributable to force majeure or any other cause of whatsoever nature outside its reasonable control. 15.PREVAILING CONDITIONS Unless otherwise agreed in writing by the Company, these conditions, which supersede any earlier sets of conditions appearing in the Company's catalogues or elsewhere, shall override any terms or conditions stipulated incorporated or referred to by the customer whether in the order or in any negotiations and quotations are submitted and orders accepted subject to these terms only. 16.JURIDICTION These conditions and any contract between the customer and the Company shall be subject to and construed in accordance with the English Law.