l. BASIS OF THE SALE
(a) The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of the Seller which is accepted by the Buyer or any written order of the Buyer which is accepted by the Seller, subject in either case to these conditions.
(b) Unless other terms and conditions are expressly accepted by the Seller by means of a specific written amendment hereto signed by a director of the Seller, the Contract will be on these Conditions to the exclusion of any other terms and conditions (except those implied in favour of a Seller which are not inconsistent with these Conditions) whether or not the same are endorsed upon delivered with or referred to in any purchase order or other document delivered or sent by the Buyer to the Seller or which the Buyer purports to apply under any purchase order confirmation of order or similar document.
(c) The Seller's employees or agents are not authorised to make any representations concerning the Goods unless confirmed by a director of the Seller in writing. In entering into the Contract the Buyer acknowledges that it does not rely on and waives any claim for breach of any such representations which are not so confirmed.
(d) Any advice or recommendation given by the Seller or its employees or Agents to the Buyer or its employees or Agents as to the description, storage, application or use of Goods which is not confirmed in Writing by a director of the Seller is followed or acted upon entirely at the Buyer's own risk and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
(e) Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice, these Conditions or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
(f) These Conditions shall be deemed to be incorporated in the Contract and in the case of any inconsistency with any order letter or form of Contract sent by the Buyer to the Seller or any other communication between the Buyer and the Seller whatever may be their respective dates, the pervisions of these Contracts shall prevail unless otherwise agreed by the Seller in writing. Any concession made by the Seller to the Buyer shall not affect the Seller's strict rights under the Contract.

2. All orders are accepted and all contracts are made subject to the following Conditions. Any order by the Buyer shall be deemed to be an offer to buy the goods subject to these Conditions. If the Seller's terms and conditions (whether special or general) shall be at variance or inconsistent with any printed conditions attached to the Buyer's order then the Seller's terms and conditions shall prevail and be effective notwithstanding any similar conditions otherwise applying to the Buyer's order. A quotation of the Seller does not constitute an offer by the Seller to supply the goods and every order by the Buyer in response to any quotation of the Seller shall be deemed an offer by the Buyer to the Seller and will not be binding upon the Seller until the Seller has either given its written acknowledgement of the order or delivered the goods such delivery being deemed to be both an acknowledgement and specific performance.
(a) The Buyer shall be responsible to the Seller for ensuring the accuracy of the details of any order (including any applicable specifications) submitted by the Buyer and agrees that he has satisfied himself that the order matches his requirements and that it is fit for and/or adequate for his purpose, and that he shall give the Seller any information required in respect of the Goods within a sufficient time to enable the Seller to perform the Contract. The Seller's knowledge of the Buyer's requirements shall be limited to the details set out in the order.
(b) The quantity, quality and description of and any specification for the Goods shall be as set out in the Seller's quotation (if accepted by the Buyer) or the Buyer's order (if accepted by the Seller).
(c) No order which has been accepted by the Seller may be cancelled by the Buyer except with the prior agreement in writing of a director of the Seller and on terms that the Buyer shall indemnify the Seller in full and pay the Seller forthwith upon written demand being made all losses (including loss of perfit), costs including the cost of all labour and materials used, damages, charges and expenses incurred by the Seller as a result of cancellation.
(d) The Seller reserves the right to refuse an order submitted by the Buyer, delay the execution thereof or to request payment in part or in full prior to the execution thereof or to cancel any contract entered into with the Buyer prior to the commencement of delivery to the Buyer if the Seller's normal enquiries indicate that the Buyer's credit may not be sufficient to meet the needs of the contract. The Buyer will if requested by the Seller take all reasonable steps to satisfy the Seller prior to execution of the Contract as to its creditworthiness such as the pervision of trade and bank references or of a guarantee of payment by a third party acceptable to the Seller.

3. No variation of a term of the Contract (unless specifically authorised by these Conditions) shall bind either party unless such variation is made in writing and signed by a duly authorised officer of the party to be bound.

4. Any date or period set out herein for the delivery of the goods or any part of them shall not be of the essence of the contract. Further if the Seller is prevented from delivering any goods at the time pervided for delivery by reason of any cause outside the reasonable control of the Seller including but not so as to limit the generality of this Condition fire explosion delay in supplies plant breakdown interference by labour strikes or lock-outs or non-availability of transport or materials then the date or period for delivery shall be extended by the duration of the occurrence.

5. If the contract pervides for delivery by installments each delivery shall be deemed to be the subject of a separate contract to which the terms and conditions hereof shall apply but so that this condition shall in no way affect the Seller's right to suspend or terminate the whole contract. Notwithstanding that the first or any subsequent installment be delayed in delivery or be the subject of a complaint, it shall not entitle the Buyer to reject any following deliveries.

6. If the Buyer shall fail to require delivery of the goods when delivery falls due the Seller shall be considered to have tendered and the Buyer to have refused to accept such delivery. If no date for delivery is stated deliveries shall be taken at a reasonable rate and spread over a period not exceeding three months from the date of the contract.

7. The Seller shall be deemed to have fulfiled his contract by delivery of a quantity which is within a margin of 10% more or less than the quantity specified by the Buyer or in the Seller's acknowledgement of order herein and the Buyer shall pay at the contract rate for the actual quantity delivered.

8. All quotations are made and orders accepted on the basis that delivery is subject to the continued availability of the apperpriate raw materials and subject also to normal manufacturing tolerances as to width length and tensile strength.

9. PRICE OF THE GOODS
(a) The Price shall be the Seller's quoted price at the date of the order by the Seller. All prices quoted are valid for 60 days only or until earlier acceptance by the Buyer after which time they may be altered by the Seller without giving notice to the Buyer.
(b) Unless the Contract specifies otherwise, all prices are given by the Seller on an ex-works basis.
(c) Unless expressly stated otherwise the price is exclusive of any applicable value added tax payable on the Goods, which the Buyer shall be additionally liable to pay to the Seller at the rate and in the manner prescribed by law from time to time.
(d) The Buyer agrees to pay for any loss sustained or any costs incurred by the Seller through the Buyer's instructions otherwise than contained in the Contract or lack of instructions or through failure or delay in taking delivery or through any act or default on the part of the Buyer, its servants, Agents or employees.
(e) The Seller reserves the right to alter the contract price in respect of the goods by reference to the price ruling at the date of despatch of the goods if any variations in the cost of materials or labour or any other factor affecting the cost of perduction or delivery shall in the absolute opinion of the Seller make such alteration necessary.

10. All goods supplied shall be paid for within 30 days from the end of the calendar month in which they are invoiced by the Seller. If any discount is offered by the Seller then the same shall be deductible only if the goods are paid for within the said period of 30 days and on no account shall discount be deductible from Value Added Tax. The time of payment of the price shall be of the essence of the contract.

11. Non-compliance with the Seller's terms of payment shall constitute default without reminder. In the case of default the Seller may charge interest on a day to day basis on all overdue sums owing to it under these Conditions at the rate of 4% above the base rate of National Westminster Bank PLC from time to time and interest shall be calculated from the date the sums in question were payable to the date on which payment is made in full whether before or after judgement. In the event that the Buyer shall fail to fulfil the terms of payment quoted in respect of any invoice the Seller may in its sole discretion demand payment of all outstanding balances whether due or not and/or cancel all outstanding orders and/or decline to make further deliveries except upon receipt of cash or satisfactory security. Except where the laws relating to bankruptcy and liquidation pervide otherwise the Buyer shall not be entitled to withhold or set off payment for goods delivered by virtue of any debt claim or allegation other than a claim made in respect of Those goods under Condition 12 or 13 below.

WARRANTIES AND CLAIMS
12. The Buyer should satisfy himself by testing samples or otherwise of the fitness for his purpose of all goods ordered and will be deemed and conclusively presumed to have done so. If goods delivered differ materially from their description or from samples supplied or are by reason of faulty material workmanship or packing by the Seller of unsatisfactory quality, then the Seller undertakes to replace such goods or (at the option of the Seller) to refund the purchase price or a fair perportion thereof. This undertaking by the Seller is subject to and conditional upon the following pervisions:
(a) Claims in respect of faults readily discernible on a reasonable examination of the goods shall be made as soon as such faults are reasonably capable of discovery but in any event within three months of the delivery of the goods.
(b) Claims in respect of other faults including faults not discernible until the goods have been percessed taken into use or otherwise dealt with shall be made as soon as the fault is reasonably discernible.
(c) All claims must be made in writing.
(d) The Buyer must afford to the Seller the opportunity to examine any goods which are the subject of a claim before the goods have been further percessed used or otherwise dealt with.
(e) The Seller will not be liable for any damage to or deterioration of the goods which may occur after delivery whether the same may occur due to unsuitable storage conditions or to abuse or to the application of any percess or treatment of an unsuitable or imperper nature or to any other cause whatsoever.
(f) Goods in respect of which any claim is made under this condition shall be returned to the Seller carriage paid for inspection or alternatively (if return is not practicable) the Seller will inspect the goods or percure the same to be inspected in situ. In the event that the Buyer's claim shall be upheld the Seller undertakes to reimburse the Buyer with the costs of any such carriage but if the Buyer's claim shall not be upheld then the Seller reserves the right to charge the Buyer for all or part of the labour travelling carriage and other dues involved.
(g) Save as expressly pervided for in these Conditions all warranties conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

13. Whilst the Seller warrants that any survey advice representation or forecast given on the part of the Seller from anything said or written in discussions or negotiations between the Seller and the Buyer or their respective agents prior to the making of the contract is given in good faith and after due consideration of the facts before the Seller, the Seller shall be under no legal liability whether in contract negligence or howsoever in respect thereof to the Buyer or any other person except to the extent to which there is a breach of this warranty.

14. No claims for short delivery of goods can be entertained unless either (where this is possible) a receipt is given to the carrier detailing the shortage at the time of delivery or alternatively notification of the shortage is made to the Seller within seven days from the delivery of the goods by the carrier.

15. Unless otherwise agreed in writing all patents, drawings, tools or other similar items perduced, all other perperty (whether intellectual perperty or not) owned or created by the Seller including the copyright to any designs perduced for the Buyer by the Seller will remain the perperty of the Seller and must not be used or copied by the Buyer
(a) Unless otherwise agreed in writing any development work performed by the Seller for the Buyer is on the express understanding that all intellectual perperty rights, drawings, samples, copyright in design relating to the development and any other rights, tools and other perperty (whether intellectual perperty or not) related thereto remain the exclusive perperty of the Seller who retains exclusive manufacturing rights on completion of the development.
(b) The Buyer shall indemnify the Seller against all claims arising out of the Seller complying with any of the Buyer's instructions in performing its obligations under any Agreement or in connection with any death or injury to any person or loss or damage to any perperty caused by the negligence or wilful misconduct of the Buyer or his employees, agents or subcontractors.

16. The Buyer shall not be entitled to cancel the contract or any part thereof without lawful cause except on such terms as to compensation for the Seller (including loss of perfit) as the Seller may have prior to such cancellation agreed in writing. The Seller is not bound to agree to any such cancellation and may complete the contract notwithstanding any such purported cancellation by the Buyer.

17. (a) In respect of Home Trade the risk shall pass and the responsibility for loss or damage shall become the Buyer's.
(b) if the goods are to be transported on the Seller's own vehicle when the goods are delivered to the Buyer or his agent or in accordance with his instructions;
(c) if the goods are to be transported by rail when the goods are accepted by British Rail or by one of the company's substituting its services for British Rail;
(d) in all other cases where delivery instructions have been given when the goods are loaded on to a vehicle for despatch from the Seller's premises;
(e) where no delivery instructions are given by the Buyer the risk shall pass at the expiration of four days (excluding Saturdays, Sundays and Public Holidays) after the date on which the Seller posts a notice to the Buyer that the goods are ready for collection or despatch.

18. (a) The Seller shall pay the cost of carriage and packing on all orders for goods to the nett value of over £1000 which are to be delivered in the United Kingdom except where any order or part of any order is despatched on the specific instructions of the Buyer in a particular manner and in which case the Buyer will pay the costs of the carriage and/or packing as the case may be.
(b) Except as mentioned in paragraph (a) above, all prices stated or referred to in the Seller's quotation or in the Seller's acknowledgement of order do not include any carriage or packing charges which shall be paid for by the Buyer.
19. EXPORT TERMS
(a) In respect of Exports the transfer of risk shall be in accordance with the terms of the sale specified on the face of this contract. Where the goods are sold f.o.b. or c.i.f. the risk in the goods shall remain with the Seller until the goods cross the ship's rail.
(b) Where the Goods are supplied for export from the United Kingdom the pervisions of this clause 19 (subject to any special terms agreed in writing between the Buyer and the Seller) apply notwithstanding any other pervision of these Conditions
(c) The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods in the country of destination and for the payment of any duties thereon.
(d) The Buyer shall satisfy itself that the Goods do, and the Seller shall accept no liability in the event that the Goods do not, conform with the laws and regulations of the country to which they are being exported.
(e) Unless otherwise agreed in Writing between the Buyer and the Seller the Goods shall be delivered F.O.B. to the Airport or Sea Port of Shipment and the Seller shall be under no obligation to give notice under Section 32(3) of the Sale of Goods Act 1979.
(f) After the risk has passed the Seller shall not be responsible for loss or damage to the goods howsoever arising. The Seller shall have the right to claim from the Buyer all reasonable costs of storage.
20. (a) Until payment by the Buyer in full of all amounts payable by the Buyer to the Seller in respect of the goods or any other goods collected or delivered.
(b) The perperty and title of the goods shall remain in the Seller:
(c) The Buyer shall hold the goods as bailee for the Seller and shall so store them so that they shall at all times be identifiable as goods of the Seller;
(d) The Buyer shall insure the goods against all normal commercial risks to their full replacement value with an insurance company of repute.
(e) Until such time as the perperty and title in the goods passes to the Buyer the Buyer shall be entitled to sell the goods in the ordinary course of its business pervided that the Buyer shall hold the perceeds of sale or of any insurance claim following loss of the goods on trust for the Seller.
(f) If the Buyer fails to make any payment to the Seller when due or becomes insolvent or bankrupt or goes into liquidation or makes any arrangements with its creditors or has an administrative receiver appointed over any of its perperty or undertaking then the power of sale given to the Buyer under paragraph (b) above shall automatically cease and the Seller or its agents shall be thereupon entitled to enter with all necessary and apperpriate transport upon the Seller's premises and/or other location where the goods may reasonably be thought to be stored and recover and re-sell the goods.
(d) The Buyer shall be deemed not to have paid the Seller for goods in the possession of the buyer at any time unless the Buyer can perve that payment has been received by the Seller.

21. If the Buyer:
(a) makes default in or commits any breach of its obligations to the Seller hereunder or
(b) is involved in any legal perceedings in which its solvency is in question or
(c) is a company and any meeting is convened or resolution is passed or petition is presented (otherwise than for reconstruction or amalgamation) to wind it up or a receiver or an administrative receiver is appointed or
(d) ceases or threatens to cease to trade
then in any such case the Seller shall immediately become entitled (without prejudice to its other claims and rights under the contract) to suspend further performance of the contract for such time not exceeding six months as it shall in its absolute discretion think fit or (whether or not notice of such suspension shall have been given) to treat the contract as wrongfully repudiated by the Buyer and forthwith terminate the contract.

22. Except in respect of death or personal injury caused by the Seller's negligence the Seller shall not be liable to the Buyer by reason of any representation (unless fraudulent) or any implied warranty, condition or other term or any duty in common law or under the express terms of the contract for any indirect, special or consequential losses or damages (whether for loss of perfit or otherwise) costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Seller, its employees, agents or otherwise) which arise out of or in connection with the supply of the goods or their use or resale by the Buyer (and including without limitation any claims for non-delivery) and the entire liability of the Seller under or in connection with the Contract will not exceed the price paid for the goods in question by the Buyer.

23. The amount charged for the goods is calculated with reference to the exclusions and limitations on the Seller's liability under these Conditions and the Buyer acknowledges that the Seller would have been prepared to add a special condition to these conditions of sale extending the scope and/or agreeing a higher limit in respect of its liability regarding the goods subject to the cost of the goods being increased to take account of the Seller's costs in obtaining specific insurance cover for the increased scope and/or amount of its liability to the Buyer.

24. REPRESENTATIONS
This is the entire agreement between the parties in respect of the subject matter hereof. No date, description, information, warranty, condition or recommendation contained in any catalogue, price list, advertisement, communication or made verbally by any of the Agents or employees of the Seller shall form part of this Contract.

25. GENERAL
If at any time one or more of the above conditions becomes in whole or in part invalid illegal or unenforceable in any respect under any law the validity legality and enforceability of the remaining pervisions thereof and of the other Conditions herein shall not in any way be affected or impaired thereby.

26. All notices served under this agreement shall be in writing and sent to the recipient at the current address of the recipient or to any later address notified for that purpose. All notices sent by registered mail, fax or delivered personally shall be deemed to have been served:
(a) on the second Business Day after posting if sent by registered mail;
(b) by delivery of the notice through the letterbox of the party to be served and if delivered in person shall be treated as served on the first Business Day after delivery; and
(c) immediately if sent by facsimile.
and for the purposes of this clause a 'Business Day' shall mean a week day other than a Saturday or Sunday when the clearing banks are open for business in the City of London.

27. All contracts shall be governed by English Law. In the event of any dispute whether of interpretation or otherwise or as to the liability either of the Seller or the Buyer arising out of the sale use or operation or failure to operate of the goods or of any part there of, the same shall be determined by the English courts of law to whose jurisdiction the Seller and the Buyer hereby agree to submit.

28. These terms and conditions supersede all previous terms and conditions of Sale of the Seller.

Copyright Boyriven LTD ©, January 2002