Terms & Conditions

1. Definitions

1.1 Objective of policy document

the "Company" : means Knauf Insulation Limited;

the "Conditions" : means these conditions of purchase and any conditions set that may be set out on the front of the Order;

the "Contract" : means any contract for the purchase of Goods or supply of Services between the Company and the Supplier;

the “Goods” : means the goods (including any instalment of the goods or any part of them) of whatsoever nature comprised in an Order;

the “Order” : means the official written (including electronically transmitted) purchase order made by the Company;

the "Services" : means all services of whatsoever nature comprised in an Order;

the "Supplier" : means the person to whom the Order is addressed;

the "Work" : means any design or building work, manufacturing, installation or implementation of machinery, (technical) equipment and material of any kind (including but not limited to the Goods) carried out by the Supplier as part of the Services, and any reference in these conditions to the Services shall, where applicable, include the Work.

2. Terms of Contract

The Order constitutes an offer by the Company to purchase Goods and/or acquire Services subject to these conditions. The Company shall be entitled to cancel any Order unless unconditionally accepted by the Supplier within 10 days of the date of the Order. On acceptance by the Supplier of any order from the Company the Contract shall automatically incorporate all the Conditions to the exclusion of all other statements, terms and conditions no matter how or when brought to the Company's attention. No variation or departure from the Conditions and no other term or condition whatsoever which is not contained herein shall have any force or effect.
Any alteration, variation or amendment to the Order shall be binding on the Company only if it is in writing signed by one of its duly authorised officials. For the avoidance of doubt the signature of a delivery note or other document submitted by the Supplier or intermediary shall not constitute any variation, amendment or alteration or an acceptance of any conditions of the Supplier.
No responsibility will be accepted by the Company for Goods supplied or Services rendered unless covered by an Order.

3. Packing

Goods are to be securely packed and protected against damage in transit where necessary. All returnable packing materials will be returned to the Supplier if required at the Supplier's expense. The Company will not accept a charge for any such materials. All such materials must be branded or stamped with the Supplier's name and address and marked 'Returnable'.

4. Delivery

All Goods are to be delivered carriage paid (unless otherwise agreed) to the address stated in the Order or as otherwise designated by the Company.
The Property and risk in Goods shall pass when delivery of Goods has been accepted by the Company.
All Goods delivered or Services provided must be in accordance and comply with all relevant legal obligations standards and requirements in force at the time and at the place of delivery.
It is a condition of the Contract that the quantities stated in the Company's Order shall not be exceeded. If a lesser quantity is supplied than that so specified in the Order the provisions of Clause 5(4) shall apply.
Delivery must be in accordance with any delivery dates stated in the Order or on the delivery schedule supplied to the Supplier as part of the Order. Services ordered by the Company must also be provided on the date or within the period stated.
Time shall be of the essence and failure to deliver acceptable Goods or to provide satisfactory Services by the date stated in the Order or delivery schedule shall constitute grounds for a claim by the Company for any loss it may suffer arising in any way out of such failure and shall entitle it to cancel the Order.
For the purposes of this clause such loss shall include but not be limited to any loss which the Supplier is expressly or impliedly aware might arise as a consequence of such failure.

5. Prices

If no price is specified in the Order, the price shall not be higher than that last quoted or charged by the Supplier in respect of preceding similar orders unless agreed by the Company in writing prior to the delivery of Goods or supply of Services.
Where the price of Goods is expressed in any currency other than Sterling and the value of Sterling in terms of that other currency suffers any depreciation between the date of the Order and the date when payment is due hereunder and as a result of such depreciation the amount of Sterling required by the Company to pay or purchase foreign currency to pay for Goods or Services is increased the Company shall be entitled to suspend or cancel the Order. For the purposes of this provision the value of any other currency in terms of sterling shall at each relevant date mean the middle price of the foreign exchange rate reported in the Financial Times of London as having obtained on those dates and, if no such prices shall be reported or available, shall be determined by reference to the Bank of England or the evidence of foreign exchange dealers in London.
The Company reserves the right to demand that all transactions are priced in Euro. The Suppliers are expected to have the necessary procedures in place to be able to comply with this requirement.
In the event of the Supplier delivering to the Company a lesser quantity than that specified in the Order the Company shall be bound to pay such proportion of the price which is equal to the proportion of the Order actually delivered bears to the lot of the quantity of the Order. This provision shall in no way prejudice any claim which the Company may have against the Supplier in respect of any loss caused by the Supplier's failure to supply the quantity ordered.

6. Invoices and Payment

An advice or despatch note stating the Company's order number, article number for each individual product, route, wagon number (if any) and how Goods are addressed must accompany Goods and an invoice must be posted separately to the Company by first class postage for each delivery on the same day (time being of the essence) as Goods are despatched except where a form of consolidated invoicing has been agreed.
Without prejudice to the Supplier's obligation to deliver in accordance with Clause 4 where Goods are collected by a carrier hired by the Company an additional copy of the advice note must be handed to the carrier when Goods are collected.
Unless otherwise expressly agreed in writing invoices and accounts are due for payment on the last day of the month following that in which the invoice is dated. Any discount arrangements will be as shown on the face of the relevant invoice.
Where cash discounts are available for prompt payment a statement to this effect must accompany the invoice.
Failure to observe any terms of these Conditions may delay settlement of the Supplier's account but notwithstanding such delay the Company shall be entitled to take advantage of any cash discount notified pursuant to Clause 6(4).

7. Rejection of Goods

The Company shall be entitled to reject any Goods or any portion of Goods which are defective or in its opinion do not comply with the specification contained in the Order within a period of 30 days from the date of delivery or at the time of performance whichever is the later or, alternatively, shall be entitled to demand from the Supplier to make good any defects with all possible speed at the Suppliers expense.
Detailed advice of all Goods rejected will be sent to the Supplier who shall be entitled to examine them within 10 days from the date of despatch of the rejection advices. Thereafter the Company shall be entitled to return the rejected Goods to the Supplier at the Supplier's risk and expense and shall not be obliged to make a contract with a carrier on any particular or reasonable terms.
The following provisions shall apply in respect of Goods imported from overseas
(a) Bills of Lading of Goods from overseas must be marked "Free inspection and sampling allowed".
(b) No such inspection and sampling shall constitute acceptance by the Company of Goods.
(c) Should such inspection and sampling in the Company's opinion prove the Goods not to be in accordance with the Order, the Company shall be entitled to reject such portion thereof as shall be in default or the whole Order.
In the event of a rejection of any portion (as the whole) of the Goods pursuant to this Clause the Company shall notify the Supplier whether it wishes the Supplier to replace the rejected Goods and if so within what period but otherwise upon the terms of the original Order – unless amended in writing
If the Company notifies the Supplier that it does not wish the Supplier to replace the rejected Goods the Company shall be entitled to cancel the Order in respect portion (or whole) and obtain supplies elsewhere charging any difference in price in addition to any other suffered arising out of the Supplier's breach of contract to the Company.
All Goods rejected pursuant to this Clause remain at the Supplier's sole risk.
If requested by the Company a Certificate of Origin shall be furnished by the Supplier.

8. Quality of Goods and Services

All Goods supplied shall be guaranteed by the Supplier to be of satisfactory quality and reasonably fit for the purpose for which they are purchased where that purpose is stated either expressly or implicitly by the Company.
All Services provided by the Supplier shall be in accordance with the description and specification stated in the Order and/or the underlying contract. The Supplier warrants that all Services supplied shall be performed with diligence, care and skill to be expected of a properly qualified and experienced person in the Supplier's profession or business in performing services of a similar type, scope, complexity and purpose to Services.
The Supplier is bound by any representation or warranty appearing in its quotation or literature preceding the Order and acknowledges that the Company has relied upon the same in placing this Order.
The Health and Safety at Work Act 1974 Section 6(8) shall not apply to relieve the Supplier of any liability for safety or risks to health arising from goods or materials supplied. The Supplier shall apply technical specifications and health and safety data sheets prior to commencement of any supply of Goods or Services.
The Supplier shall deliver with each consignment:
(a) adequate information about any article supplied for use at work concerning the use for which it is designed and has been tested and about any condition necessary to ensure that when put to use, it will be safe and without risk to health;
(b) adequate information about the result of any relevant tests which have been carried out on or in connection with a substance supplied for use at work and about any condition necessary to ensure that it will be safe and without risk to health when properly used.
(c) adequate information about any Goods relating to any feature or characteristic of Goods not generally known within the industry which could render the use thereof or the results of such use in any way dangerous to health.

9. Additional Terms relating to the Work

Where Services include any Work to be carried out, the terms contained in this clause shall apply in addition to (but not to the exclusion of) the other terms contained in the Conditions.
Prior to the commencement of Work, the Supplier must ensure that it and all its equipment used and employees involved in carrying out the Work comply with all laws and (safety) regulations relevant to any particular Work and a representative of the Supplier must make himself/herself known to the representative or contact of the Company at the site or place determined in the Order or Contract where the Work is to be carried out.
On request by the Company, the Supplier carrying out Work must provide method statements COSSH information and any other information related to the safe performance of the Order or Contract
The Company may at any time by written notice either by itself or by an engineer appointed by it for the supervision of Work, require the Supplier to vary the Work and any Goods supplied in connection therewith and if any such variation results in an increase or decrease of the initial price fixed for Work, such price shall be adjusted in accordance with the criteria employed by the parties at the time of making the Order or Contract to calculate and determine the initial price.
The Supplier shall forthwith withdraw from any site or place of performance of Work and substitute any employee whom the Company requires the Supplier to withdraw.
The time for completion of Work shall be as stipulated in the Order or Contract or, if no such time is fixed, Work shall be completed within a reasonable time. Risk and property in the work shall pass upon the written acceptance of the Work by the Company.
The Company shall be entitled to reject Work within 30 days from the date of completion under the same conditions which would entitle it to reject Goods under Clause 7, save that the Supplier shall make good by repair or replacement with all possible speed at its expense any defect in or damage to any part of Work which may occur during 12 months after completion and which arise either from any defective materials, workmanship, design or from any act or omission of the Supplier done or omitted during carrying out Work.

10. Indemnity

The Supplier shall indemnify the Company in full in respect of all losses, liabilities, damages, costs and expenses or injury, physical or financial, involving any person or property and against any action, claim, demand, costs, charges or expenses awarded against or incurred or paid by the Company as a result of or in connection with:

(a) breach of any warranty given by the Supplier in relation to Goods or Services;

(b) any fault or alleged fault in relation to Goods or Services;

(d) any other act, omission or negligence of the Supplier, its officers, employees, agents or sub-contractors in supplying and delivering Goods or Services.

11. Return of samples etc

Samples, drawings, tools, surplus or scrap materials or any other property of whatsoever nature of the Company supplied to the Supplier in connection with an Order must be returned to the Company on completion of the Order or on prior request and must be properly consigned by the Supplier, carriage and insurance paid.

12. Intellectual Property

All technical data, drawings, reports, documents and information whatsoever which the Company submits to the Supplier in connection with the Order or Contract (and the copyright therein) shall remain the Company's property and must not be copied or shown to any third party without the Company's written express consent being obtained in advance and in any event upon the condition of a similar condition being imposed upon such third party.
The Company shall be entitled to all intellectual property rights created specifically for the purpose of the Order or the Contract.
The Supplier undertakes not to supply to any other person any items of the Company's design but to refer all enquiries or orders for such items to the Company.
The Supplier shall indemnify the Company on demand against all losses, liabilities, damages, costs and expenses whatsoever suffered or incurred by the Company directly or indirectly arising from the use by the Company of Goods and/or Services supplied by the Supplier under any Order or Contract.

13. Force Majeure

The Company shall be entitled to suspend the delivery of or cancel the Order in the event of and shall not be liable for any failure to perform any of its obligations arising in any way out of accident, strike, lock-out, war, civil disturbance, governmental regulation or restriction, Act of God, strikes or industrial disputes, force majeure or any other cause of whatsoever nature outside the Company's control.

14. Implication of Government Standard Terms

If Goods or Services which are the subject of the Order are required in connection with any Government contract it will be so stated on the face of the Order which will then be subject to the Government's standard contract terms or to any special Government terms stated, copies of which can be seen by the Supplier on request to the Company.

15. Insurance

Any insurance which the Supplier is required by the Company to arrange hereunder shall be against loss or damage from any cause whatsoever with a reputable insurance company which shall be notified of the Company's interest and requested to endorse the policy appropriately. On request by the Company, the Supplier shall produce evidence of such insurance and the payment of insurance premiums to the Company.
If the Supplier fails to comply with this requirement, the Company shall have the right to arrange for insurance cover and shall be entitled to be reimbursed by the Supplier the expenses or, alternatively, cancel the Order or contract and claim for all losses, damages, costs and expenses which the Company might suffer as a result.

16. Prevention of Modern Slavery Act

The Supplier represents and warrants that the Supplier has procured and shall procure for each Order that no slavery or human trafficking takes place or has taken place within parts of its own business or in any of its supply chains.

The Supplier shall notify KI in writing promptly if it becomes aware or has reason to believe that Supplier’s organisation or any of its agents or subcontractors have breached or potentially breached this Section 16. Such notice shall set out full details of the circumstances concerning the breach or potential breach of Supplier’s obligations.

Any breach of this Section 16 by the Supplier shall be deemed a serious contractual violation according to Section 18 and shall entitle KI to immediately terminate this Agreement and/or any Purchaser to immediately terminate its Orders.

17. Confidentiality

The Supplier shall maintain and shall procure that each of its employees, sub-contractors, servants and agents maintains confidential at all times all information (including but not limited to the Order, any contract, technical data, sketches, drawings, photographs, tools, scrap material and documents) in whatever form disclosed to it by the Company and shall promptly return to the Company all such information at the Company's request.

18. Termination

Without prejudice to any rights it may have, the Company may terminate any Contract by written notice in the event of any breach by the Supplier of the Contract or upon presentation of a petition for an administration for winding up or bankruptcy order against the Supplier, the appointment of a receiver of the Supplier's assets or any of them, the passing of a resolution to wind up by the Supplier or the making of any proposal for a voluntary arrangement or scheme of arrangement by the Supplier, or if it appears to the Company that the Supplier is or is likely to become unable to pay its debts or meet any of its contractual obligations or if the Supplier ceases or threatens to cease to carry on all or any material part of its business.

19. General

The Supplier shall not assign the benefit of the Order or sub-contract any of its obligations hereunder without the prior written consent of the Company. Following any such consent by the Company any sub-contract shall impose an obligation on the sub-contractor to comply with the terms and conditions of the Order concerned.
All Goods and Services shall be produced, sold and delivered or performed (as the case may be in strict compliance with all applicable laws, regulations and instruments to which the Goods and/or Services are subject.
The Company is a member of the Knauf Group of companies. Accordingly the Company may perform any of its obligations or exercise any of its rights under the contract by itself or through any other member of the Knauf Group acting as its agent, provided that any act or omission of any such other Group member shall be deemed to be the act or omission of the Company.
No waiver by the Company of any breach of the Order or Contract by the Supplier shall constitute a waiver of any prior or subsequent breach and the Company's rights shall not be affected by any delay, failure or omission to enforce or any forbearance granted in respect of any obligation of the Supplier.
If any term or provision of the Conditions, an Order or Contract is declared by any judicial or other competent authority in whole or in part to be void, voidable, illegal or otherwise unenforceable that term or provision or part shall to that extent be deemed not to form part of any agreement and the enforceability of the remainder of any agreement shall not be affected.
The Order or Contract and the Conditions and all matters arising therefrom shall be governed and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts.

APPENDIX

Tools and Materials

All tools loaned by the Company for the purpose of manufacture of goods shall at all times remain the property of the Company and must be returned to the Company on completion of the relevant Order or on prior request. Such tools shall not be used for the manufacture of any items other than those comprised in an Order.
The Supplier will be responsible at its own expense for the proper and skillful use, care and maintenance to the Company's satisfaction of such tools until they are returned to the Company.
When such tools are returned to the Company, the Company shall be entitled to claim from the Supplier all costs incurred by the Company in making good any damage due to the Supplier's failure to observe the aforesaid obligation provide that this sub-clause shall not be taken to limit in any way other legal rights which the Company may possess against the Supplier.
Where the Order included the manufacture of tools for which the Company agreed to bear fixed proportion of the cost the Company shall be entitled to purchase such tools. The price payable shall be either the balance of the cost or such proportion of the balance as shall be reasonable bearing in mind the use of such tools shall have had whichever is lesser.
The following additional provisions shall apply to any material or tools loaned by the Company to the Supplier.

(a) Unless the Supplier refuses to accept delivery when tendered for valid reasons such delivery of the material or tools to the Supplier shall be conclusive of the fact that the Supplier has examined the material or tools and has found them to be complete and in good order and condition and in every way satisfactory to it. The Company shall not be liable to provide the Supplier with any replacement material or tools.

(b) The Supplier shall not sell or offer for sale, assign, mortgage, pledge, underlet, lend or in any way part with material or tools or any interest therein and shall not permit the creation of any charge or lien thereon.

(c) The Supplier shall not suffer the material or tools or any part thereof to be seized or taken out of his possession or control under any legal process but if any goods or part thereof are so seized will notify the Company forthwith and indemnify it against all losses, costs, charges, damages, and expenses incurred by reason or in respect thereof.

(d) The Company shall not be liable for loss, liability, claim or proceeding in respect of any loss of damage of whatsoever nature and howsoever caused arising out of or in connection with the material or tools or the use thereof by the Supplier or its servant or agents provided that if the Company is held liable in respect of any such claim the Supplier shall indemnify the Company accordingly.

(e) The Supplier shall permit the Company or its authorised representatives at all reasonable times to inspect the material or tools and for that purpose to enter upon any premises in which the material or tools may be situate and shall grant reasonable facilities for such inspection.

(f) If the Supplier shall call any meeting of its creditors or enter into any liquidation or have a receiver of any of its assets appointed to do or cause to be done or permit or suffer any act or thing whereby the Company's right in the material or tools may be prejudiced or put in jeopardy then and in any such case the Company may forthwith without notice terminate the loan and repossesses the material or tools.
If any materials or tools of the Company shall come into the possession of the Supplier they shall be insured by the Supplier against all loss or damage caused by normal insurable risk.
For the purposes of this Clause "tools" includes tools, jigs, fixtures, gauges or equipment of whatsoever nature used to manufacture goods.

CONDITIONS OF SALE

1. Interpretation

In these Conditions

"Seller" means Knauf Insulation Limited (company no.01926842) of Stafford Road, St. Helens, Merseyside WA10 3NS.

"Buyer" means the person who accepts the Seller’s Written quotation for the sale of the Goods or whose written order for the Goods is accepted by the Seller.

“Conditions” means the terms and conditions set out in this document and (unless the context otherwise requires) includes any special terms agreed in Writing between the Buyer and the Seller.

"Contract" means the contract for the sale and purchase of the Goods.

“Goods” means the goods (including any instalment of the goods or any part of them) which the Seller is to supply in accordance with these Conditions.

"Writing" and any similar expression, includes facsimile transmission and comparable means of communication, including electronic mail.

2. Basis of the Sale

2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with the Seller’s Written quotation (if accepted by the Buyer), or the Buyer’s Written order (if accepted by the Seller), subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms 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 Buyer.. No modification or variation of these Conditions or the particulars contained in the Seller's acceptance shall be binding on the Seller unless expressly accepted by the Seller in Writing.

2.2 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by the Seller is followed or acted on 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.

2.3 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.

3. Orders and Specification

3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in Writing by the Seller‘s authorised representative.

3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within sufficient time to enable the Seller to perform the Contract in accordance with its terms.

3.3 The quantity, quality and description of the Goods and any specification for them shall be as set out in the Seller's sales literature.

3.4 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory or E.U. requirements or, where the Goods are to be supplied to the Seller's specification, which do not materially affect their quality or performance.

3.5 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller 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 Seller as a result of cancellation.

3.6 The Buyer confirms that he relies on his own skill and judgment in determining the suitability of the Goods ordered for any particular purpose. The Seller gives no warranties as to the suitability of its Goods for any particular purpose. Unless agreed by the Seller otherwise in Writing, the Buyer is solely responsible for ensuring suitability of the Goods for his purposes.

3.7 All Goods supplied by the Seller are in accordance with the description stated in the product literature published and are subject to any tolerances stated in that literature. If the Goods are ordered by brand name the Seller reserves the right to substitute similar goods which perform to the same standard.

3.8 If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a drawing, design or specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with, or paid or agreed to be paid by the Seller in settlement of, any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Seller's use of the Buyer's drawing, design or specification.

4. Prices

4.1 Prices quoted refer to the stipulated quantities of Goods in an order only and will not necessarily hold good for other quantities. Unless otherwise stated all prices quoted are delivered prices.

4.2 All prices quoted are valid for 14 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.

4.3 Prices are exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Seller.

5. Variation of Prices

The Seller reserves the right, by giving Written notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.

6. Payment

Unless otherwise agreed in Writing, the Goods or each instalment of the Goods in cases where they are to be delivered by instalments shall be paid within 30 days from the end of the month in which the relevant Seller's invoice has been issued. The time of payment of the price shall be of the essence of the Contract. Failure to make payment at the due date shall entitle the Seller to suspend deliveries until payment is made or to cancel the Contract in Writing, or to treat the Contract as repudiated by the Buyer without prejudice to the Seller's rights to damages for breach of contract. If there is any delay in making payment the Seller shall be entitled to charge interest on the outstanding amount at 8 per cent above the base rate charged by the Seller's bankers from time to time from the due date until the date of actual payment.

7. Packing

Unless otherwise agreed the Goods shall be delivered in the Seller's or the manufacturer's standard packing. Special packaging specifications to meet the Buyer's requirements must be referred to the Seller for review and acceptance in Writing. If the Seller accepts the Buyer’s requirements for special packaging specifications, then the Seller shall be entitled to charge the Buyer any additional costs incurred by the Seller in connection with these specifications and such costs will be shown as a separate item on the Seller’s invoice.

8. Delivery

8.1 Every effort will be made to maintain delivery dates but the Seller accepts no liability for delay however occasioned or for the consequences of any delay. Time of delivery shall not be of the essence of the Contract unless previously agreed by the Seller in Writing.

8.2 Delivery shall have occurred when the Seller has notified the Buyer that the Goods are ready and at the place of delivery, which, unless agreed otherwise in Writing, shall be

(a) the Seller's premises (ex-works), or

(b) the Buyer's own premises if the Contract provides that carriage is to be effected by the Seller, its carriers or agents and the Seller has agreed in the Contract to deliver the Goods to such premises.

8.3 Seller reserves the right to deliver by instalments in which case each delivery shall constitute a separate contract and shall be invoiced accordingly. Failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated

8.4 The Seller shall use its reasonable endeavours to deliver on the date stated in the Contract but no guarantee or warranty as to the date or rate of delivery is given or implied and the Seller shall not be liable for any late delivery of the Goods howsoever caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by the Seller in Writing. No delivery shall be considered as overdue until the Buyer has made a Written request for delivery and given the Seller reasonable time to comply with such request.

8.5 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of the Seller's fault) then, without limiting any other right or remedy available to the Seller, the Seller may:

(a) store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or

(b) sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.

9. Risk and Property

9.1 Risk of damage to or loss of the goods shall pass to the Buyer: -

(a) in the case of Goods to be delivered at the Seller's premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or

(b) in the case of the Goods to be delivered otherwise than at the Seller's premises, at the time of delivery or, if the Buyer fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods. Unloading of the Goods from the transport at the Buyer's premises is at the Buyer's risk.

9.2 Notwithstanding 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 funds 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.

9.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller's fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller's property, but the Buyer may resell or use the Goods in the ordinary course of its business.

9.4 Until such time as the property of the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller may at any time require the Buyer to deliver up the Goods to it and, if the Buyer fails to do so forthwith, enter on any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.

9.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the Seller's property, but if the Buyer does so all monies owing by the Buyer to the Seller shall (without limiting any other right or remedy of the Seller) forthwith become due and payable.

10. Seller's Right to Set-off

Notwithstanding anything else provided in these Conditions, the Seller may set off any matured payment obligation due to it from the Buyer against an payment obligation owed by the Seller to the Buyer under any contract.

11. Force Majeure

The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller's obligations in relation to the goods, if the delay or failure was due to any cause beyond the Seller's reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond the Seller's reasonable control:

11.1 Act of God, explosion, flood, tempest, fire or accident;

11.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;

11.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;

11.4 customs clearance controls, import or export regulations or embargoes;

11.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);

11.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery;

11.7 power failure or breakdown in machinery.

12. Warranty and Liability

12.1 Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

12.2 The Seller warrants the Goods to be free from defects in material and workmanship for a period of six (6) months from date of delivery thereof.

12.3 The above warranty is given by the Seller subject to the following conditions:

(a) the Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer;

(b) 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 the Seller's instructions (whether oral or in Writing), misuse or alteration or repair of the Goods without the Seller's approval;

(c) the Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment.

12.4 The above warranty does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller.

12.5 A claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specifications shall (whether or not delivery is refused by the Buyer) be notified to the Seller within seven (7) days from the date of delivery or where the defect or failure was not apparent on reasonable inspection within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract. Goods that are subject to any claim under this warranty must be stored by the Buyer for the Seller's inspection free of charge and in appropriate storage conditions so as to ensure that the Goods do not deteriorate.

12.6 Where a claim in respect of any of the Goods which is based on defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these Conditions and the Seller has accepted such claim following an investigation by the Seller, the Seller may replace the Goods (or the part in question) free of charge or, at the Seller's sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), in which case the Seller shall have no further liability to the Buyer.

12.7 Except in respect of death or personal injury caused by the Seller's negligence, or liability for defective products under the Consumer Protection Act 1987, or liability under section 12 of the Sale of Goods Act 1979, 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 at common law, or under the express terms of the Contract, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods (including any delay in supplying or any failure to supply the Goods in accordance with the Contract or at all) or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Conditions.

13. Insolvency of Buyer

13.1 This clause applies if

(a) the Buyer makes a composition or voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction) or a moratorium comes into force in respect of the Buyer (within the meaning of the Insolvency Act 1986); or

(b) an encumbrancer takes possession, or a receiver is appointed, of any of the property assets of the Buyer; or

(d) the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.

13.2 If this clause applies then, without limiting any other right or remedy available to the Seller, the Seller may cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

14. General

14.1 The Seller's rights shall not be affected or restricted by any indulgence or forbearance granted to the Buyer. No waiver by the Seller of any breach shall operate as a waiver of any later breach.

14.2 The Seller is a member of the group of companies, and accordingly the Seller may perform any of its obligations or exercise any of its rights under the Contract by itself or through any other member of its group, provided that any act or omission of any such other member shall be deemed to be the act or omission of the Seller.

14.3 The Contract shall be governed by the laws of England, and the Buyer agrees to submit to the non-exclusive jurisdiction of the English courts.

14.4 If any provision of the Contract is held by a court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of the Contract and the remainder of the provision in question shall not be affected.

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