Terms & Conditions of Sale

1. Introduction

All business undertaken by the Company is transacted subject to these conditions each of which shall be deemed to be incorporated in and to be a condition of any agreement between the Company and its customers. No agent servant or employee of the Company has the Company's authority to alter or vary these conditions.

2. Customer's Authority

Customers entering into transactions with the Company expressly warrant that they are authorised to accept and are accepting these conditions not only for themselves but also as agents for and on behalf of all other persons who are or may become interested in the Company's goods or products whether in whole or part.

3. Withdrawal or Alteration of Quotations

All quotations are subject to withdrawal or alteration in whole or part by the Company at any time until the customers acceptance of or orders given upon them.

4. Company's Agents and Suppliers

Any orders instructions and requests placed with or given to the Company may be in the absolute discretion of the Company be complied with by the Company itself by its own servants or agents performing part of all of the relevant services or manufacturing processes or by the Company employing or instructing or entrusting the services manufacturing processes goods or products to others for whatever purposed on such conditions as such others may stipulate to perform part or all of such functions whether complete or not and the customer agrees for himself his servants agents or nominees that any such conditions shall be binding upon him as if the customer had given direct instructions to or placed the order with any person as the Company may employ in transactions undertaken by the Company on behalf of its customer.

5. Availability of Materials Licences etc.

All contracts arising out of orders accepted by the Company will be subject to availability of materials and to the Company being able to obtain any necessary authorisation or licences and the same remaining valid.

6. Price Variation

All prices quoted by the Company may be varied by it at any time to correspond with any variation in the prices or costs of materials labour and other overhead expenses which may occur at any time before delivery of the order to the customer is completed.

7. Deliveries

7.1 Deliveries under contract may be suspended by the Company wholly or in part without liability during and for a reasonable time after lockouts combinations of work people bombardments aircraft damage military or civil disturbance riot fire flood breakdown accident or other cause whatsoever imposing upon the Company total or partial stoppage of the Company's works or the supply to the Company of materials or labour or involving partial or total restriction or suspension of the facilities for transport power light or other essential services usually available.

7.2 All estimates given by the Company relating to the time or period for works completion or otherwise are subject to any delays arising from any cause referred to in sub paragraph (a) above such estimates are also subject to site or foundation or other ancillary work not included in the Company's quotation being ready at the time represented to the Company and are to be calculated from the time of actual readiness until otherwise agreed by the Company in writing. Such estimates are based on current conditions as to labour and materials and any change in those conditions causing delay shall not give rise to any claim against the Company.

7.3 No responsibility will be accepted by the Company for loss or damage in transit and no claim can be made unless the Company and the carriers are notified in writing within 14 days of the date of dispatch.

8. Customer Specifications

The customer shall supply details of specifications in reasonable time to enable the Company to complete manufacture and delivery within the specified period.

9. Descriptions and Illustrations

9.1 Any descriptions illustrations weights dimensions or particulars of performance capacity or output submitted by the Company are approximate only and intended only as a general guide. They must not be taken as binding in detail and the Company will not be liable for any error or omission.

9.2 The Company reserves the right to vary the detail in any description illustration or in any quotation provided by it without notice and further gives no warranties implied or otherwise that any services are available for immediate transmission or delivery to a customer

9.3 Any drawing photographic material of any description catalogue literature leaflets blueprints quotations and all or any documents produced for the purpose of any works of any description to be performed by the Company shall remain the exclusive property of the Company and will be returned on demand and shall not be copied or otherwise reproduced without first obtaining the consent of the Company.

10. Payment

10.1 Unless otherwise stipulated by the Company all accounts are strictly net and must be paid in full in cash or by approved cheque or other method on the due date.

10.2 Goods or materials delivered and work and labour done in respect of an order for which an exclusive sum is quoted will be invoiced pro rata and payment on due dates in respect of all such invoices shall be a condition precedent to further deliveries until 90% of the contract price has been paid. The outstanding balance shall be payable within one month after practical completion.

10.3 The Company shall be entitled
10.3.1 to charge interest at the rate of 2% above Midland Bank Limited minimum lending rate for the time being should any account be overdue for a period of more than 30 days such account to include any amount disbursed by the Company on behalf of the customer.

10.3.2 to recover from the customer all legal and other costs and expenses incurred by the company in respect of any action taken to recover monies due on such overdue accounts.

11. Passing of Property in Goods

Until the customer shall have paid all monies due to the Company on any account in respect of any Order the Company shall be entitled to withhold delivery of any further goods to the customer.

12. Lien

All goods and products whether manufactured by the Company or not and documents relating to such goods or products shall be subject to a particular and general lien and right of detention for monies due either in respect of such goods or products or for any particular or general balance or other monies due from the customer to the Company. If any monies due to the Company are not paid within 1 calendar month after notice has been given to the customer that such goods are being retained they may be sold by auction or otherwise at the sole discretion of the Company and at the expense of the customer and the proceeds applied in or towards satisfaction of such indebtedness.

13. Customer Claims or Counterclaims

A claim or counterclaim by the customer against the Company in respect of one particular transaction shall not be made the reason for deferring payment or withholding payment of monies payable or liabilities incurred to the Company in respect of any other transaction.

14. Termination or Suspension of the Contract

14.1 Destruction or Damage - if the goods are destroyed or damaged at any time before dispatch the Company will be at liberty to terminate the Contract without incurring any liability for any loss or damage resulting from such cancellation.

14.2 In the event of either:-

14.2.1 The Company being delayed in or prevented from making delivery due to act of God force majeure was civil disturbance requisitioning statutory restrictions import or export regulations strike lock-out trade dispute difficulty in obtaining labour materials breakdown of machinery fire accident or any other cause whatsoever beyond the Company's control or

14.2.2 Non delivery by the Company's suppliers or damage to or destruction of the whole or part of the goods the Company shall be at liberty to cancel or suspend the contract without incurring any liability for any resultant loss or damage.

14.2.3 Default of customer - If the customer shall default in any of his obligations to the Company or commits any breach of the terms of any contract entered into by the Company with the customer or any agent or nominee of the Company then the Company shall have the right to terminate without notice any agreements arrangements orders or obligations of any description and invoice the customer for any work performed an expense incurred including any loss of profit forthwith and the customer shall pay any such invoice so rendered in accordance with the applicable clauses hereof.

14.2.4 Bankruptcy and liquidation of customer - The Company shall also have the right to determine any agreement or order or other obligation whether contractual or not if the customer shall make or offer to make any arrangement or composition with creditors commit any act of bankruptcy or if any petition or receiving order in bankruptcy shall be presented and made against the customer and if the customer is a limited company as defined by statue then if any resolution or petition to wind up (other than for the purpose of amalgamation or reconstruction) shall be passed or presented or if the Receiver of the customers undertaking property or assets or any part thereof shall be appointed the Company shall have the right of determination o the terms hereinbefore expressed.

15. Alterations, Inspections, Extras

15.1 The Company reserves the right to make an additional charge for any extras ordered and not specified in the quotation and also for the expense of all inspection tests alterations or additions for any other work undertaken at the customers request.

15.2 Re-erecting. The re-erection after delivery of any apparatus that the Company has to dismantle for transit is an extra to contract price unless otherwise expressly specified in the quotation.

15.3 Equipment supplied in kit knock down or component form is priced as such and assembly or re-assembly onsite is an extra to the contract price unless otherwise expressly specified in the quotation.

16. Extent of Conditions

The foregoing terms and conditions supersede and exclude all general or special terms or conditions imposed or sought to be imposed by the customer at any time in relation to the contract.

17. Returns

Goods cannot be taken back without the Company's previous consent and should in all cases be accompanied or preceded by advice notes. To assist in avoiding loss or delay in transit goods should not be returned in cases consigned as "empty".

18. Factoring

The Company may from time to time enter into arrangements with factors for the factoring of debts owing to it. Where such an arrangement has been entered into all monies owing for goods sold by the company may only be discharged by payment to the factor and the customer shall not as against such factor be entitled to exercise any right of set-off or cross claims which the customer may have against the Company and the customer shall pay the full amount of all monies owing in respect of goods sold without any deduction whatsoever to the factors. The name and address of any factors to whom payment should be made will be stated o n the invoice sent in respect of the goods and any objections to any invoice which appears to have been factored must be notified to the factors within the time specified on the invoice as well as to the Company and any invoice not objected to within the time specified shall be deemed to be correct as between the customer and the factor.

19. Interpretation

Any contract between the company and the Customer and the customer shall in all respects be construed and operate as an English contract in conformity with English Law.