The following conditions of sale will govern all transactions except as otherwise specifically agreed in writing by the Buyer and Seller.

1. Prices

Prices shall be those quoted or accepted by the Seller and subsequently confirmed in writing subject to any written revision in the event of any increase or decrease.

2. Cancellation

The Buyer may not cancel the Contract without the consent of the Seller which if given shall be deemed to be on the express condition that the Buyer shall indemnify the Seller against all loss damage claims or actions arising out of such cancellation unless otherwise agreed in writing.

3. Terms

a) Payment shall be made on day of shipment of goods.

b) Payment may be made in sterling, US Dollars or Euro by credit card.

c) In the case of a contract involving more than one delivery if default is made in payment for any one delivery the Seller at his option shall be entitled to treat the contract as repudiated by the buyer and claim damages accordingly.

d) Without prejudice to Clause 3c hereof a contract cannot be cancelled except by mutual agreement and only on terms which would fully indemnify the Seller.

4. Delivery

a) All delivery dates are estimates only and the time of delivery shall not be of the essence of the contract. In no circumstances shall the Seller be liable to compensate the Buyer in damages or otherwise for non delivery or late delivery of goods or any of them for whatever reason or for any loss consequential or otherwise arising there from.

b) The Seller shall have the option of revising the delivery date or dates prior to manufacture if circumstances beyond the Sellers control will prevent the Seller keeping to the original agreed date or dates.

c) Should the Seller be prevented from delivering part of the goods by reason of any of the causes specified in the preceding sub-clause the Seller shall deliver and the Buyer shall take and pay for such part of the goods as the Seller shall be able to deliver in accordance with the contract.

d) The Seller shall be entitled to deliver the goods in one or more consignments unless otherwise expressly agreed.

e) Every endeavour will be made to deliver the correct quantity of goods ordered but the Seller shall be deemed to have fulfilled his contractual obligations in respect of any delivery although the quantity may be up to 5% more or less than the quality specified in the Contract and in such event the Buyer shall, subject to clause 6, pay for the quantity of goods actually delivered.

f) Delivery shall be deemed to take place when the goods are delivered to the Buyers premises.

5. Passing of Risk and Property

a) Risk of damage to or loss of the goods shall pass to the Buyer;

i) 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.

ii) In the case of goods to be delivered otherwise than at the Sellers premises at the time of the delivery.

b) Notwithstanding the delivery and the passing of risk in the goods or any other provision of these conditions the property in the goods shall not pass to the Buyer until the Seller has received in cash or cleared fund payment in full of the price of the goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due. Until such payment takes place the following provisions of this clause shall apply:-

The Buyer shall not:-

i) pledge the goods or documents of title thereto or allow any lien to arise thereon.

ii) process the goods.

iii) deal with or dispose of the goods or documents of title thereto or any interest therein.

c) If the Buyer defaults in the punctual payment of any sum owing to the Seller then the Seller shall be entitled to the immediate return of all goods sold by the Seller to the Buyer in which the property has not passed to the Buyer and the Buyer hereby irrevocably authorises the Seller to recover the goods and to enter any premises of the Buyer for that purpose.

6. Inspection of goods

a) The Buyer shall inspect the goods within 7 days of receipt thereof and shall within 10 days of receipt thereof give notice to the Seller in detail of any ground on which the Buyer alleges that the goods are not in accordance with the Contract or are not of satisfactory quality being defective in material or workmanship.

i) If the Buyer fails to give such notice the goods shall be conclusively presumed to be in all respects in accordance with the Contract and of satisfactory quality being free from any defect which would be apparent on reasonable examination of the goods and the Buyer shall be deemed to have accepted the goods accordingly.

ii) In the event that the Buyer establishes to the Sellers reasonable satisfaction that any proportion of the goods are not in accordance with the Contract or are so defective to be of unsatisfactory quality the Buyers remedy in respect of such non-accordance or defect shall be limited as the Seller may elect to the replacement of the goods or refund of the purchase price against return of the goods.

b) No claims whatsoever shall arise against the Seller in respect of defective goods where the Sellers written recommendations for handling storage manufacture or treatment of such goods have not been strictly observed. For the purpose of this clause the Buyer shall be deemed to have notice of the written recommendations referred to herein.

7. Warranties and Liabilities

a) No condition or warranty to be implied as to the suitability for any purpose of the goods ordered whether known to the Seller or not and no responsibilities are accepted by the Seller for any consequential damage or loss arising directly or indirectly out of any goods supplied by them whether defective or otherwise.

b) The Seller shall be under no liability in respect of any Defect in goods arising from any drawing design or specification supplied by the Buyer.

c) The Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow Sellers instructions misuse or alteration or repair of the goods by the Buyer without the Sellers approval.

8. Insolvency

If the Buyer ceases to pay his debts in the course of business or cannot pay his debts as they become due or being a company is deemed unable to repay its debts or has a winding up Petition issued against it, or being a person commits an act of Bankruptcy or has a Bankruptcy Petition issued against him the Seller without prejudice to other remedies shall:

a) Have the right not to proceed further with the Contract or any other work for the Buyer and be entitled to charge for the goods delivered or goods prepared for delivery whether completed or not, together with materials and other incidental expenses incurred for the Buyer (the Charge).

The Charge shall be of an immediate payable debt calculable on the total of goods due to be delivered and all expenses incurred.

b) In respect of all unpaid debts due from the Buyer have a general lien on all goods and property in their possession (whether worked on or not) and shall be entitled on the expiration of 14 days notice to dispose of such goods or property in such manner and at such a price as they think fit and to apply the proceeds towards such debt.

c) To call upon the Buyers premises and collect all goods properly marked and identified as property of the Seller.

9. Force Majeure

The Seller shall be under no liability if they shall be unable to carry out any provision of the Contract for any reason beyond their control, including (without limiting the foregoing) act of god, legislation, war, fire, flood, drought, failure of power supply, lock out, strike or other action taken by employees in contemplation of or furtherance of a dispute or owing to any inability to procure materials required for the performance of the Contract. During the continuance of such contingency the Buyer may by written notice to the Seller elect to terminate the Contract and pay for work done and materials used but subject thereto shall otherwise accept delivery where available.

10. Contract of Variation

No variation of these conditions or the particulars and our acceptance shall be valid unless agreed by us in writing.

11. Proper Law & Jurisdiction

These conditions and all other expressed terms of the contract shall be governed and construed in accordance with the Law of England and Wales . The buyer & the seller agree that all disputes or differences of opinion arising out of the Contract shall be submitted to the exclusive jurisdiction of the courts of England & Wales .