• Definitions
  1. Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
  2. Commencement Date: the date the Contract commences, as set out in the Contract Details.
  3. Conditions: these terms and conditions set out in clause 1 to clause 13 (inclusive).
  4. Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with the Contract Details and the Schedules and these Conditions.
  5. Delivery Date: the date specified for delivery of an Order in accordance with clause 3.
  6. Delivery Location: the address for delivery of the Goods, as set out in the Contract Details.
  7. Force Majeure Event: events, circumstances, or causes beyond a party’s reasonable control.
  8. Goods: the goods (or any part of them), as set out in the Contract Details.
  9. Order: an order for the Goods submitted by the Customer in accordance with clause 3.
  10. Price: the price for the Goods, as set out in the Contract Details.
  11. Specification: the specification for the Goods, including any related plans and drawings that are agreed in writing by the Customer and the Supplier as set out in the Contract Details.
  12. VAT: value added tax or any equivalent tax chargeable in the UK.
• Interpretation:
  1. A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
  2. Any phrase introduced by the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
  3. A reference to writing or written includes [fax and] emails.

This Contract shall commence on the Commencement Date, which will the date of quotation or proforma and shall continue, unless terminated earlier in accordance with its terms, until the goods are supplied in full and all payments received in full, when it shall terminate automatically without notice.

• All orders made by the Customer shall be given in writing. The Supplier may accept or decline Orders at its absolute discretion. The Supplier may, at its discretion, accept an amendment to an Order by the Customer.
• The Supplier shall assign an order number to each Order. Each party shall use the relevant order number in all subsequent correspondence relating to the Order or the customer’s purchase order number.
• The Customer is responsible for ensuring that Orders and any applicable Specification submitted by the Customer are complete and accurate. The Customer shall give the Supplier all necessary information relating to the Goods that the Supplier reasonably requires to fulfil each Order.

• Any samples, specifications, descriptive matter, or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.
• The Supplier reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.

• Delivery Location: All shipments are made as FOB of Supplier’s shipping point unless otherwise specified to deliver to the customers location.
• The Supplier shall ensure that:

  each delivery of Goods is accompanied by a delivery note, or, the customer will receive via Email the Packing list and BOL, depending on the manner of delivery (local delivery or international), that shows the customer purchase order number, order number, the type and quantity of Goods (including the part code of the Goods, where applicable), special storage instructions (if any).

• The Supplier shall endeavour to deliver Goods to the Delivery Location on the relevant Delivery Date.
• Delivery is completed on the completion of unloading of the Goods at the Delivery Location either to the supplier’s shipping port or the customers location as set in the quotation / proforma.
• Delivery Dates are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of any Goods that is caused by:
  1. a Force Majeure Event; or
  2. Raw material shortage or governmental orders; or
  3. the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
• If the Supplier delivers up to and including 5% more or less than the quantity of Goods ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, a pro rata adjustment shall be made to the Order invoice.
• The Supplier may deliver Orders by instalments, which shall be invoiced and paid for separately. The Customer may not cancel an instalment because of any delay in delivery or defect in another instalment.

• The Supplier warrants that on delivery, the Goods shall:
  1. conform in all material respects with their description and Specification;
  2. be free from material defects in design, material and workmanship; and
  3. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and]
  4. be fit for any purpose held out by the Supplier.
• Subject to clause 6.3, if:
  1. the Customer gives notice in writing to the Supplier upon receipt of goods, within 48 hours of delivery that some or all of the Goods do not comply with the conditions set out in clause 1;
  2. the Supplier is given a reasonable opportunity of examining such Goods; and
  3. the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Customer’s cost,

  the Supplier shall, at its option, replace any Goods that are found to be defective or refund the price of such defective Goods in full.

• The Supplier shall not be liable for Goods’ failure to comply with the conditions set out in clause 6.1 if:
  1. the Customer makes any further use of such Goods after giving notice of defects in accordance with clause 6.2;
  2. the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the handling, storage, and use of the Goods or (if there are none) good trade practice regarding the same;
  3. the defect arises as a result of the Supplier following any drawing, design or Specification supplied by the Customer;
  4. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
  5. the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
• The Supplier’s only liability to the Customer if the Goods fail to comply with the conditions set out in clause 6.1 is as set out in this clause 6.
• The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
• The terms of the Contract shall apply to any replacement Goods supplied by the Supplier.

• Risk in Goods shall pass to the Customer on completion of unloading the Goods at the Delivery Location.
• Title to Goods shall only pass to the Customer once the Supplier receives payment in full (in cash or cleared funds) for them.
• Until title to the Goods has passed to the Customer, the Customer shall:
  1. store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;
  2. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
  3. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
  4. notify the Supplier immediately if it becomes subject to any of the events listed in clause 1(b); and
  5. give the Supplier such information as the Supplier may reasonably require from time to time relating to:
     1. the Goods; and
     2. the ongoing financial position of the Customer.
• The Supplier may recover Goods in which title has not passed to the Customer. The Customer irrevocably licenses the Supplier, its officers, employees and agents, to enter any premises of the Customer (including with vehicles), in order to satisfy itself that the Customer is complying with the obligations in clause 3, and to recover any Goods in which property has not passed to the Customer.
• The Supplier may at any time after delivery elect to transfer title in the Goods to the Customer, in which case the Customer shall immediately pay the Price to the Seller.

• If the Customer is the subject of a request, court order or other directive of a governmental or regulatory authority to withdraw any Goods from the market (Recall Notice) it shall immediately notify the Supplier in writing enclosing a copy of the Recall Notice.
• Unless required by law, the Customer may not undertake any recall or withdrawal without the written permission of the Supplier and only then in strict compliance with the Supplier’s instructions as to the process of implementing the withdrawal.

• The Customer shall pay for Goods in accordance with this clause
• Prices may be changed by supplier without notice. Any price increased are derived from the manufacture, sales, or circulation of item, consisting of however not restricted to, rise in labour, freight, as well as raw material price fluctuation that are outside of the supplier’s control, prior to delivery, may be invoiced to Purchaser.
• The Price excludes:

  amounts in respect of VAT, which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate (if applicable), subject to the receipt of a valid VAT invoice.

• The Supplier may invoice the Customer for the price of Goods plus VAT at the prevailing rate (if applicable) on or at any time after it confirms the relevant Order to the Customer. The Supplier shall ensure that the invoice includes the date of the Order, the invoice number, the Customer’s order number, the Supplier’s VAT registration number, and any supporting documentation that the Customer may reasonably require.
• The Customer shall pay invoices in full in cleared funds not later than the due date specified in the invoice. Payment shall be made to the bank account nominated in writing by the Supplier.
• If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then, without limiting the Supplier’s remedies under clause 12:
  1. the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
  2. the Supplier may suspend all further deliveries of Goods until payment has been made in full.
• All amounts due under this agreement from the Customer to the Supplier shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). The Supplier may at any time, without limiting any of its other rights or remedies, set off any amount owing to it against any amount payable by the Supplier to the Customer.

• The Supplier has obtained insurance cover in respect of certain aspects its own legal The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange, and the Customer is responsible for making its own arrangements for the insurance of any excess liability.
• Nothing in this Contract shall limit or exclude the Supplier’s liability for:
  1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
  2. fraud or fraudulent misrepresentation;
  3. breach of the terms implied by section 12 of the Sale of Goods Act 1979;
  4. any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
• Subject to clause 10.2:
  1. the Supplier shall not be liable to the Customer, whether in contract, tort (including negligence), misrepresentation, restitution or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
  2. the Supplier’s total liability to the Customer for all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), misrepresentation, restitution or otherwise, shall not exceed the total sums paid and/or payable by the Customer for Goods under the Contract].

• In performing its obligations under the Contract, the Supplier shall:
  1. comply with all applicable laws, statutes, regulations [and codes] from time to time in force;

  provided that the Supplier shall not be liable under this agreement if, as a result of such compliance, it is in breach of any of its obligations under this agreement.

• The Customer may immediately terminate the Contract for any breach of this clause 11 by the Supplier.

• Without limiting its other rights or remedies, either party may terminate this Contract with immediate effect by giving written notice to the other party if:
  1. the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;
  2. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
  3. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
  4. the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy.
• Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 14 business days after being notified in writing to make such payment.
• Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract which existed at or before the date of termination.
• Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

• Force majeure. Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate this Contract by giving 30 days’ written notice to the affected party.
• Assignment and other dealings.
  1. The Customer shall not assign, transfer, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
  2. The Supplier may at any time assign, transfer, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights under this agreement.
• Confidentiality
  1. Each party undertakes that it shall not at any time and for a period of two years after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party [or of any member of the group to which the other party belongs, except as permitted by clause 3(b)]. For the purposes of this clause, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.
  2. Each party may disclose the other party’s confidential information:
     1. to its employees, officers, representatives, contractors, sub-contractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives, contractors, sub-contractors, or advisers to whom it discloses the other party’s confidential information comply with this clause 3; and
     2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
  3. No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Contract.
• Entire agreement.
  1. This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, conditions, representations and understandings between them, whether written or oral, relating to its subject matter.
  2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or conditions (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
• Variation: No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
• Waiver: No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
• Severance: If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
• Notices:
  1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered by hand, or sent by pre-paid first class post or other next working day delivery service, or email.
  2. A notice or other communication shall be deemed to have been received: if delivered by hand, when left at the address referred in clause 8(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or, if sent by email, one Business Day after transmission.
  3. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
• Third party rights. No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms.
• Governing law. This Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with, the law of England and Wales.
• Jurisdiction: The customer irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation. The supplier reserves the right appoint jurisdiction to the courts in the customers’ home jurisdiction where applicable.