1. Application of Terms and Conditions

1.1. The Supplier shall supply, and the Customer shall purchase the Goods and Services in accordance with the Quotation which shall be subject to these Terms and Conditions; and

1.2. The Contract shall be to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Customer.

2. Basis of Sale and Service

2.1. The Supplier’s employees or agents are not authorised to make any representations concerning the Goods or Services unless confirmed by the Supplier in writing. In entering into the Contract, the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.

2.2. No variation to these Terms and Conditions shall be binding unless agreed in writing between the authorised representatives of the Customer and the Supplier.

2.3. Sales literature, price lists and other documents issued by the Supplier in relation to the Goods and Services are subject to alteration without notice and do not constitute offers to sell the Goods and Services which are capable of acceptance. No contract for the sale of the Goods and Services shall be binding on the Supplier unless the Supplier has issued a quotation which is expressed to be an offer to sell the Goods and Services or has accepted an order placed by the Customer by whichever is the earlier of:

2.3.1. the Supplier’s written acceptance;

2.3.2. delivery of the Goods;

2.3.3 provision of the Services; or

2.3.4. the Supplier’s invoice.

2.4. Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Supplier shall be subject to correction without any liability on the part of the Supplier.

3. The Goods

3.1. No order submitted by the Customer shall be deemed to be accepted by the Supplier unless and until confirmed in writing by the Supplier’s authorised representative.

3.2. The Specification for the Goods shall be that set out in the Supplier’s sales documentation unless varied expressly in the Customer’s Purchase Order (if such variation(s) is/are accepted by the Supplier). The Goods will only be supplied in the minimum units thereof stated in the Supplier’s price list or in multiples of those units. Orders received for quantities other than these will be adjusted accordingly.

3.3. Illustrations, photographs or descriptions whether in catalogues, brochures, price lists or other documents issued by the Supplier are intended as a guide only and shall not be binding on the Supplier.

3.4. The Supplier reserves the right to make any changes in the Specification of the Goods which are required to conform with any applicable safety or other statutory or regulatory requirements or, where the Goods are to be supplied to the Customer’s Specification, which does not materially affect their quality or performance.

3.5. No order which has been accepted by the Supplier may be cancelled by the Customer except with the agreement in writing of the Supplier on the terms that the Customer shall indemnify the Supplier in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Supplier as a result of such cancellation.

4. The Services

4.1. With effect from the Commencement Date, the Supplier shall, in consideration of the price being paid in accordance with Clauses 5 and 6 will provide the Services expressly identified in the Quotation.

4.2. The Supplier will use reasonable care and skill to perform the Services identified in the Quotation.

4.3. The Supplier shall use its reasonable endeavours to complete its obligations under the Contract, but time will not be of the essence in the performance of such obligations.

5. Price

5.1. The Price for the Goods will be as set out in the Quotation or in default of such provision will be calculated in accordance with the Supplier’s standard scale of charges in force on the date of formation of the Contract.

5.2. The Supplier reserves the right to request that the Customer pay the full amount of the Price for producing the Goods.

5.3. The Price is exclusive of any applicable Value Added Tax (VAT), excise, sales taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Goods and Services, which the Customer shall be additionally liable to pay to the Supplier.

6. Payment

6.1. Subject to any special terms agreed in writing between the Customer and the Supplier, the Supplier shall invoice the Customer for the price of the Goods and Services.

6.2. The Customer shall pay the price of the Goods before manufacture begins.

The date of the Payment shall be made on the due date notwithstanding that delivery or provision may not have taken place and/or that the property in the Goods has not passed to the Customer. The time for the payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.

6.3. All payments shall be made to the Supplier as indicated on the form of acceptance or invoice issued by the Supplier.

7. Cancellation

7.1. The Customer may cancel the Purchase Order in respect of all or any part of the Goods and/or Services before the start of manufacture.

7.1.1. a sum equal to the full cost of producing the Designs of the cancelled Goods if cancellation takes place after such Manufacturing have been produced;

7.1.2. a sum equal to the full cost of producing the Goods produced and delivered prior to cancellation;

7.1.3. a sum equal to the price of purchasing all remaining stock of the Goods produced but not yet delivered to the Customer at the time of the cancellation; and

8. Delivery and Performance

8.1. Delivery of the Goods shall be made by the Supplier delivering the Goods to the Delivery Location as specified in the Quotation or, if no place of delivery is so specified, by the Customer collecting the Goods at the Supplier’s premises at any time after the Supplier has notified the Customer that the Goods are ready for collection.

8.2. The Delivery Date is approximate only and time for delivery shall not be of the essence unless previously agreed by the Supplier in writing. The Goods may be delivered by the Supplier in advance of the Delivery Date upon giving reasonable notice to the Customer.

8.3. The Customer is solely responsible for loading and/or unloading the Goods at the point of delivery and shall provide (at its expense) adequate and appropriate equipment and labour for loading and/or unloading the Goods.

9. Installation

9.1 If included in the Customer’s Purchase Order, the Supplier shall install the Goods at the Installation Location at the cost and suitable time arranged with the Customer as detailed in the Quotation.

9.2. The Customer shall give full access to the Installation Location to the Supplier for the purpose of installing the Goods, shall undertake any previously agreed preparatory work and shall compensate the Supplier for any additional costs incurred by reason of the Customer’s failure to properly undertake any such preparatory work.

9.3. The Supplier shall procure that its employees who install the Goods comply with all reasonable health and safety, security and other regulations which are in force or apply at the delivery address and the Customer shall indemnify and hold the Supplier harmless against any loss, damage, cost and/or expense which the Supplier may suffer or incur as a result of any injury to its employees or damage to or loss of its property whilst at the Installation Location resulting from anything other than the negligence of the Supplier or its employees.

10. Defective Goods

10.1. If on delivery any of the Goods are defective in any material respect and either the Customer lawfully refuses delivery of the defective Goods, the Supplier shall at its option:

10.1.1. replace the defective Goods within 15 Business Days of receiving the Customer’s notice; or

10.1.2. refund to the Customer the price for those Goods (or parts thereof, as appropriate) which are defective; but the Supplier shall have no further liability to the Customer in respect thereof and the Customer may not reject the Goods if delivery is not refused or notice given by the Customer as set out above.

10.2. The Supplier shall be under no liability in respect of any defect arising from fair wear and tear, or any wilful damage, negligence, subjection to normal conditions, failure to follow the Supplier’s instructions (whether given orally or in writing), misuse or alteration of the Goods without the Supplier’s prior approval, or any other act or omission on the part of the Customer, its employees or agents or any third party.

10.3. Goods, other than defective Goods returned by the Customer and accepted by the Supplier may be credited to the Customer at the Supplier’s sole discretion and without any obligation on the part of the Supplier.

10.4. Subject as expressly provided in these Terms and Conditions, and except where the Goods are sold under a consumer sale, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

10.5. The Customer shall be responsible for ensuring that, except to the extent that instructions as to the use or sale of the Goods are contained in the packaging or labelling of the Goods, any use or sale of the Goods by the Customer is in compliance with all applicable statutory requirements and that handling and sale of the Goods by the Customer is carried out in accordance with directions given by the Supplier or any competent governmental or regulatory authority and the Customer will indemnify the Supplier against any liability loss or damage which the Supplier might suffer as a result of the Customer’s failure to comply with this condition.

11. Liability

11.1. The Supplier will not by reason of any representation, implied warranty, condition or other terms, or any duty at common law or under express terms of the Contract (or these Terms and Conditions), be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the Supplier’s servants or agents or otherwise) which arise out of or in connection with the supply of the Goods and Services.

11.2. All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.

11.3. The Supplier shall not be liable to the Customer or be deemed to be in breach of these terms and conditions by reason of any delay in performing, or any failure to perform, any of the Supplier’s obligations if the delay or failure was due to any cause beyond the Supplier’s reasonable control.

12. Third-Party Rights

12.1. A person who is not a party to the Contract shall have no rights under the

Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.

12.2. Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions or to the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.