Terms & Conditions
STANDARD CONDITIONS OF TRADING
1.1 All quotations are made and all orders are accepted subject to these conditions, which shall apply to the
exclusion of all other terms and conditions (including the Customer’s conditions of purchase or supply).
1.2 The written contract comprised by the Company’s quotation (incorporating these conditions); any special
Conditions supplied by the Company (including, without limitation, any warranty terms); the Customer’s order and
the Company’s confirmation of order (together “the Contract”) constitute the entire agreement between the Company
and the Customer and may only be varied in writing signed (in the case of the Company) by one of its Directors or
under the authority of a Director. All previous verbal or written negotiation or representations by or on behalf of
either the Company or the Customer are superseded.
1.3 The Contract is not assignable by the Customer.
1.4 Information contained in the Company’s advertising literature is provided for general guidance only.
1.5 The Contract is subject to the laws of England and Wales and to the exclusive jurisdiction of the courts of
England and Wales, save that nothing in this condition 1.5 shall limit the right of the Company to take proceedings
against the Customer in any other court of competent jurisdiction, nor shall the taking of proceedings in any one
or more jurisdiction preclude the taking of proceedings in any other jurisdiction, whether concurrently or not, to
the extent permitted by the law of such other jurisdiction.
1.6 For the avoidance of doubt, the United Nations Convention on the International Sale of Goods shall not apply to
1.7 It is the Customer’s obligation to acquaint itself and to comply with all applicable requirements and
restrictions imposed by law or by governmental or other authorities relating to the possession, use, import, export
or resale of the goods.
1.8 The Company reserves to itself or its licensors all intellectual property rights whatsoever, howsoever and
wherever arising in relation to the goods, including without limitation any patent, copyright, registered design or
unregistered design right and any application for any of the foregoing, any rights in respect of confidential
information, any other intellectual property right and any database right. Unless otherwise agreed by the Company,
the Contract grants no licence of the Company’s intellectual property to the Customer.
1.9 The Company agrees to keep confidential and not without the prior written consent of the Company disclose to
any third party any information of a confidential nature provided to the Customer by the Company or otherwise
acquired by the Customer in relation to the goods or the Company’s business (whether before or after the date of
the Contract), except to the extent that such information is in the public domain through no fault of the Customer
or as required by law.
2.1 Goods will be delivered to the location specified in the Customer’s order.
2.2 Unless specifically agreed in writing, any date for delivery specified by the Company is an estimate only and
failure to deliver goods by that date shall not constitute a breach of contract, nor shall the Company be liable
for the consequences of delay, even if caused by the Company’s negligence.
2.3 If the Customer fails to take delivery, a charge will be made by the Company for handling and storage of the
goods (at the rate of 4% of the invoice price per week) and the Customer will also be liable for wasted and/or
additional transportation costs incurred by the Company.
2.4 The Customer is responsible for obtaining, at its own cost, such import licences and other consents in relation
to the goods as are required from time to time.
3.1 Risk shall pass to the Customer, and the Customer is responsible for all loss, damage or deterioration to the
goods, in accordance with the provisions of any of the international rules for the interpretation of trade terms of
the International Chamber of Commerce as in force when the Contract is made (“Incoterms”) which the parties may
agree shall apply to the Contract, or (where the application of an Incoterm has not so been agreed) as follows:
(a) if the Company delivers the goods by its own transport – at the time when the goods are off-loaded at the place
of delivery; or
(b) if the Company does not itself effect delivery – when the goods leave the Company’s premises; or
(c) if the Customer is to collect the goods – upon collection or (if earlier), 7 days after notification by the
Company that the goods are ready for collection. Any storage of goods on the Company premises after the expiry of
the period of 7 days is at the Customer’s risk.
3.2 The Company shall be under no obligation to give notice under s.32(3) of the Sale of Goods Act 1979.
4 Retention of Title
4.1 Title to goods sold does not pass from the Company to the Customer until the invoice price, and any other money
which is due and payable by the Customer to the Company at the date of the Contract, has been paid in full.
4.2 Until such time as title has passed:
(a) the goods are in the possession of the Customer on a fiduciary basis as bailee for the Company;
(b) the Customer has no right, as against the Company, to incorporate the goods in any manufacturing process or to
resell them; and
(c) the Customer will, if required by the Company, store the goods separately from goods which belong to the
Customer and insure them against all usual risks to their full market value.
4.3 If the Customer re-sells the goods before the invoice price and other money which is due and payable by the
Customer at the date of the Contract has been paid in full, then the Company has the right to the proceeds of the
sale (or a part of the proceeds sufficient to discharge those sums) which the Customer agrees to hold in trust for