Non-Delivery
8.1  The quantity of any consignment of Goods as recorded by the Company upon despatch from the Company’s place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
8.2  the Company shall not be liable for any non-delivery of Goods unless written notice is given to the Company within 10 days of delivery.
8.3  Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.

9.  Specifications
9.1  The Buyer shall inspect the Goods immediately upon delivery and shall within 3 days of delivery notify the Company in writing of any defect, damage, loss, shortage, or other particulars by reason of which the Buyer alleges that the Goods do not conform with the Order.  If no such notice is given, the Goods shall be deemed to have been supplied in accordance with the Order and to have been accepted by the Buyer.
9.2  Goods may be returned which do not conform with the Order, only with the consent of the Company in writing. The Company reserves the right to impose a handling charge of 15% of net invoice value for these Goods. the Company reserves the right to refuse to accept any Goods returned, for whatever reason, if after inspection such Goods or their packaging prove unsatisfactory in any way.
9.3  The Buyer is responsible for ensuring that any returns are free from biological and chemical hazard. the Company reserves the right to refuse to accept Goods which in its view present a hazard to its staff or which may infringe the Health and Safety at Work Act.
9.4  the Company warrants that the Goods delivered to the Buyer shall be free from defects in materials and workmanship and shall correspond with the description referred to in the Contract but the Company’s liability hereunder is limited to the Price of the Goods proved to be defective and for this purpose the Price shall be deemed to be the invoice Price of the Goods. the Company shall be entitled in its absolute discretion to replace such Goods upon the terms hereof in settlement of its liability in lieu of making a cash settlement.

10.  Payment
10.1   Unless otherwise agreed in writing the Price will be paid in Pounds Sterling.
10.2  Payment is due within 30 days of the date of the Company’s invoice.
10.3   the Company reserves the right to require a remittance with Order.
10.4  All sums payable to the Company under the Contract shall become due immediately upon termination of the Contract despite any other provision.
10.5   The Buyer shall make all payments due under the Contract without any deduction by way of set-off, counterclaim, discount, abatement or otherwise.
10.6   Should a well-founded doubt arise about the Buyers ability or willingness to pay invoices on the due date, the Company reserves the right to cancel the Contract or postpone delivery until payment has been received.
10.7   If the Buyer fails to pay the Company any sum pursuant to the Contract the Buyer will be liable to pay interest to the Company on such sum from the due date for payment at the rate of 5% above the base lending rate from time to time of the Company’s bankers accruing on a daily basis until payment is made, whether before or after any judgment.

11.  Export terms
11.1  Where the Goods are supplied for export from the United Kingdom, the provisions of this clause 11 shall (subject to any special terms agreed in writing between the Buyer and the Company) apply notwithstanding any other provision of these Conditions.
11.2  The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties thereon.
11.3  Unless otherwise agreed in Writing between the Buyer and the Company, the Goods shall be available ex works at the Company’s premises with the Buyer collecting or arranging collection of the Goods and the Company shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.
11.4  The Buyer shall be responsible for arranging for testing and inspection of the Goods at the Company’s premises before shipment. the Company shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.
11.5 Payment of all amounts due to the Company shall be made by irrevocable letter of credit by the Buyer in favour of the Company and confirmed by a bank in the United Kingdom acceptable to the Company, or if the Company has agreed in writing on or before acceptance of the Buyer’s Order to waive this requirement, by acceptance by the Buyer and delivery to the Company of a bill of exchange drawn on the Buyer payable 60 days after sight to the order of the Company at such branch of the HSBC bank as may be specified in the bill of exchange.

12.  Title
12.1  Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of the Goods and all other sums which are or which become due to the Company from the Buyer on any account including any interest on such sums.
12.2  Until ownership of the Goods has passed to the Buyer, the Buyer shall hold the Goods on a fiduciary basis as the Company’s bailee, store them separately to other Goods of the Buyer or any third party in a way that they remain readily identifiable as the Company’s property, not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods, maintain them in satisfactory condition insured for their full Price against all risks and hold the proceeds of insurance on trust for the Company and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.
12.3  Until the property in the Goods passes to the Buyer in accordance with the above conditions, the Company shall have the right and is hereby irrevocably granted a Licence by the Buyer to enter any premises in the occupation of or under the control of the Buyer during normal business hours for the purpose of obtaining possession of the Goods.
12.4  The Buyer’s right to possession of the Goods shall terminate immediately if:
12.4.1 the Buyer has a bankruptcy Order made against it or makes an arrangement or composition with its creditors or (being a body corporate) convenes a meeting of creditors (except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation), or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a petition presented for the winding up of the Buyer or for the granting of an administration Order in respect of the Buyer, or any proceedings are commenced relating to the insolvency of the Buyer; or
12.4.2 the Buyer encumbers or in any way charges any of the Goods or suffers or allows any execution to be levied on its property or obtained against it, or fails to observe or perform any of its obligations under the Contract or any other Contract between the Company and the Buyer, or is unable to pay its debts or the Buyer ceases to trade.
12.5  the Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.

13.  Risk
13.1  The risk passes to the Buyer when the Goods are delivered by the Company to the Buyer or to a carrier (whether employed by the Company or the Buyer) on leaving the Company’s premises.
13.2.1 The Buyer may resell the Goods before ownership has passed to it solely on the condition that any sale shall be on the Buyer’s own behalf in the ordinary course of the Buyer’s business and the Buyer shall deal as principal when making such sale.

14.  Use
14.1  It is the Buyers responsibility to determine whether Goods are suitable for the contemplated use, whether or not such use is known to the Company. Any technical advice offered by the Company or its representatives or agents is given without charge and only on the basis that it is followed at the users own risk.

15.   Import Licences
15.1.1 The Buyer shall be responsible for obtaining any necessary import licences, details of which should be noted on the Buyer’s Order.

16.  Availability
16.1.1 All goods are offered at all times subject to availability.

17.  Acceptance
17.1.1.1 Acceptance of goods implies acceptance of these conditions.

18.  Force Majeure (Events beyond the Company’s control)
18.1.1.1 If the commencement, continuation or complete performance by the Company of its obligations under this Contract is prevented, hindered, delayed or rendered uneconomic by reason of Force Majeure then the Company shall not be responsible to the Buyer for any loss or damage incurred or sustained by the Buyer as a result. For the purpose of this condition the term Force Majeure shall include any factor affecting the performance of this Contract attributable to acts, events, non happenings, omissions or incidents beyond the reasonable control of the Company and in particular (without limiting the generality of the above) the following; strikes, lock-outs, riots, civil revolution, war, state of national emergency, trade dispute or labour disturbance, accident, breakdown of plant or machinery, difficulty or increased expense in obtaining workmen, materials or transport, fire, explosions, storm, flood, earthquake or other natural physical disaster or circumstances affecting the supply of the Goods (or raw materials) by the Company’s normal source of supply or the delivery of the Goods by the Company’s normal route or means of delivery.

19.  Warranty
19.1  the Company warrants (subject to the other provisions of these Conditions) that upon delivery the Goods will comply with the Company’s specification for the Goods.
19.2  the Company shall not be liable for a breach of the warranty in condition 19.1 unless:
19.2.1  the Buyer gives written notice of any defect to the Company within 3 working days of delivery; and
19.2.2  the Company is given a reasonable opportunity of examining the Goods and the Buyer (if asked to do so by the Company) returns the Goods to the Company’s place of business at the Buyer’s expense for the examination to take place there.
19.3   the Company shall not be liable for a breach of the warranty in condition 19. 1 if:
19.3. 1 the Buyer makes any further use of the Goods after giving notice of any defect; or
19.3.2  the defect arises because the Buyer failed to follow the Company’s instructions as to the storage or use of the Goods; or
19.3.3  the Buyer alters or repairs the Goods without the written consent of the Company.
19.4   Subject to conditions 19.2 and 19.3, if any of the Goods do not conform with the warranty in condition 19.1 the Company shall at its option repair or replace such Goods (or the defective part) or refund the Price of such Goods at the pro rata Contract rate and shall have no further liability for breach of the warranty in condition 19. 1 In respect of such Goods. If the Company so requests, the Buyer shall, at the Buyer’s expense, return the Goods or the parts of such Goods which are defective to the Company.

20.  Limitation of Liability
20.1  Except for death or personal injury caused by the negligence of the Company, the Company’s aggregate liability to the Buyer however arising whether for negligence, breach of Contract, misrepresentation or otherwise shall under no circumstances exceed the cost of the defective damaged or undelivered Goods which give rise to such liability as determined by the net Price invoiced to the Buyer in respect of any occurrences or series of occurrences.
20.2   Subject to condition 19, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-Contractors) to the Buyer in respect of:
20.2.1 any breach of these Conditions; and
20.2.2 any representation, statement or tortuous act or omission including negligence arising under or in connection with the Contract.
20.3   All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
20.4   Nothing in these Conditions excludes or limits the liability of the Company for death or personal injury caused by the Company’s negligence or fraudulent misrepresentation.
20.5  Subject to conditions 20.3 and 20.4:
20.5.1 the Company’s total liability in Contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Price of the Goods the subject of the Contract and
20.5.2 the Company shall not be liable to the Buyer for loss of profit or any type of indirect or consequential loss or damage (whether loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract,

21.  General
21.1  The Buyer shall not assign the Contract or any part of it without the prior written consent of the Company.
21.2  the Company shall be entitled to assign the Contract or any part of it to any person, firm or company.
21.3  The Buyer shall not use the Company’s name, logo or other intellectual property rights in advertising or publicity without the Company’s prior written consent
21.4  If any provision of the Contract is found by any court, tribunal or administrative body of competent
jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect
21 .5  Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract
21.6  Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.
21.7  Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving notice.
21.8  The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
21.9  Any dispute arising under or in connection with these Conditions or the sale of the Goods, shall be referred to arbitration by a single arbitrator appointed by agreement, or (in default) nominated on the application of either party by the President for the time being of The Law Society of England and Wales.