No amendment or variation may be made to the Contract except in writing. Incoterms from time to time as specified in the relevant sales contract shall apply, but in the event of conflict the terms and conditions set out herein and of the relevant sales contract shall override such incoterms.

(a)      Unless otherwise agreed and subject to sub-clause (b), prices of goods include the cost of carriage, freight, insurance and other incidental costs and charges of making deliveries. Any increase in such costs or charges incurred by the seller prior to delivery shall be paid for by the Buyer.

(b)      For deliveries outside the UK all consular charges, stamp duties, export or import duties, purchase tax or similar fiscal demands (UK or otherwise), bank charges and interest charges shall unless otherwise stated, be paid for by the Buyer.

(a)      Payment for the goods shall be made in cash or such other method as the Sellers shall stipulate by the 30th date following the date of invoice unless otherwise agreed in writing by the Seller.

(b)      Time of payment shall be of the essence.

(c)      The Seller understands and reserves the right to exercise our statutory right to claim interest and compensation for debt recovery costs under the late payment legislation if we are not paid according to the agreed credit terms.

(a)      Delivery of goods shall be made at the time and place stated in the relevant sales contract to the Buyer, his agent or any other person authorised by the Buyer to take delivery of the goods.

(b)      Risk of damage to or loss of the goods shall pass to the Buyer at the time of delivery.

(c)      In spite of delivery having been made, property in the goods shall not pass from the Seller to the Buyer until:
     (i)     the Buyer shall have paid the price plus VAT in full; and
     (ii)    no other Sums whatever shall be due from the Buyer to the Seller.

(d)      Until property in the goods passes to the Buyer in accordance with clause 4(c) the Buyer shall hold the goods and each of them on a fiduciary basis as bailee for the seller.

(e)      Notwithstanding that the goods (or any of them) remain the property of the Seller the Buyer may sell or use the goods in the ordinary course of the Buyers business at full market value for the account of the Seller. Any such sale or dealing shall be a sale or use of the Seller’s property by the Buyer on the Buyer’s own behalf and the Buyer shall deal as principal when making such sales of dealings.

(f)      The Seller shall be entitled to recover the price (plus VAT), or any goods notwithstanding that property in those goods has not passed from the Seller.

(g)      Until such time as property in the goods passes to from the Seller to the Buyer shall upon request delivery up to the seller such of the goods as have not ceased to be in existence or resold. If the Buyer fails to do so the Seller may enter upon any premises owned, occupied or controlled by the Buyer, where the goods are situated and repossess the goods. On the making of such request the right of the Buyer under clause 4(e) shall cease.

(h)      The Buyer shall not pledge or in any way charge by way of security for any indebtedness of any of the goods which are the property of the Seller and without prejudice to the other rights of the Seller. If the buyer does so pledge or charge any of the goods then all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.

(i)      The Buyer shall insure and keep insured the goods to the full price against all risk of an insurable nature to the reasonable satisfaction of the Seller until the date that property in the goods passes from the Seller and shall whenever requested by the Seller produce a copy of the policy of insurance. Without prejudice to the other rights of the Seller I the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.

In those cases where the seller makes a charge to the buyer in respect of containers, it is the responsibility of the buyer to return the containers to the seller within three months of the date of delivery in order to obtain any refund due.

In all cases where the contract provides deliveries of goods by instalments, each instalment shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments or any claim by the Buyer in respect of any one or more of the instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.

The Seller may at its option terminate the contract (and any other contract with the Buyer) or suspend any further deliveries to the Buyer in the event of default by the Buyer in making payment due thereunder, or if the Buyer shall enter into any voluntary arrangement with its creditors generally or is placed in voluntary liquidation otherwise than for the purpose of reconstruction or amalgamation, or any order of the relevant Court is made for its compulsory liquidation or an administrative receiver or other encumbrancer is appointed over the whole or any part of its assets or undertaking or it suffers any similar act in consequence of debt or if it ceases to carry on business or is deemed to be unable to pay its debts within the provisions of sections 123 of the Insolvency Act 1996 or is made subject to any such arrangement under action or equivalent process under the laws of any country other than England to the jurisdiction of which the Buyer may from time to time be subject.

(a)      Any dates quoted for delivery are approximate only.

(b)      The seller shall not be liable for any loss, direct or indirect, arising from non-delivery or delay in making delivery of the goods for any reason which is beyond the reasonable control of the seller in particular (but without prejudice to the generality of the forgoing) as a result of any default by a supplier of the Seller in making delivery of goods for any which and the Seller was proposing to appropriate to the contract or in making delivery of any such goods in a merchantable condition.

(c)      Subject to the provisions of clause 12, the buyer sole remedy for non-delivery or delay in making delivery of the goods shall be expressly limited to the right to cancel the contract.

(a)      Claims in respect of defective goods must be notified to the Seller in writing within 7 days of delivery or (where the defect was not apparent on reasonable inspection) within 2 days after discovery of the defect or failure, in which case the Seller may at its sole discretion upon return of the defective goods elect to repair or replace the goods, or refund the purchase price.

(b)      Should the buyer fail to give the requisite notice he shall not be entitled to reject the goods and the Seller shall have no liability for such defect of failure and the Buyer shall be bound to pay for the goods in full.

(c)      Notwithstanding that a sample of the goods has been exhibited to and inspected by the Buyer, the Buyer accepts that such sample was exhibited and inspected solely to enable it to judge for itself the quality of the bulk and not so as to constitute a sale by sample under the relevant Contract.

(d)      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 of 1977), all warranties, conditions or other terms are implied by statute or common law are excluded to the fullest extent permitted by law.

(e)      The Seller shall have no liability whatsoever in respect of any loss or damage whatsoever including consequential loss attributable to the failure of the Buyer or any of its employees or agents to comply in every respect with all written or oral precautions or instructions relating to the goods.

The Buyer shall be responsible for obtaining any necessary import/export license and/or exchange control permit for the goods.

The Buyer agrees to indemnity the Seller against: -

(a)      all claims for infringement or alleged infringement of third parties patent or other industrial property right, and all costs and expenses incurred in connection therewith arising from the execution of the Buyer’s order in accordance with the Buyer’s requirements; and

(b)      all claims for personal injury, loss or damage to property brought against the Seller by third parties arising from the use of the goods unless such injury loss or damage is solely attributable to the negligence of the Seller or the Seller’s employees or agents.

The Buyer agrees to indemnity the Seller against: -

(a)      In the event that either party is able to perform its obligations hereunder due to the force majeure which for the purposes hereof shall mean fires, storms, Acts of God, strikes, lock outs, wars, governmental control restrictions or prohibitions whether local or national and any other causes whatsoever beyond the control of the parties, the party unable to perform its obligations shall give notice as soon as reasonably practicable after the occurrence of such circumstances of its inability to perform and why it cannot perform. During the period that such circumstances continue neither party shall incur any liability to the other whatsoever.

(b)      If such suspension continues for more than 120 days the party who receives notice of such suspension may at any time thereafter cancel any affected shipment or delivery under the Contract and shall not be liable to the other party for any damages thereby occasioned

Unless otherwise agreed in writing, the Seller shall be under no obligation to give notice to the Buyer under Section 32 (3) of the Sale of Goods Act 1979.

Any dispute relating hereto shall be finally settled under the provisions of the Conciliation and Arbitration of the international Chamber of Commerce by one or more arbitrators in Birmingham appointed in accordance with the Chamber’s rules.

This Contract shall be contrasted in accordance with and governed by English Law.