TERMS AND CONDITIONS Orders are accepted and goods sold by the Seller only on the following terms and conditions and to the exclusion of all terms or conditions unless expressly accepted in writing by the Seller. If the buyer’s order is inconsistent with these conditions the Seller’s acceptance of the Buyer’s order shall constitute a counter offer and the buyer shall be deemed to have accepted these conditions. The giving of any delivery instructions, the acceptance of or payment for any goods or any conduct of the buyer which can reasonably be regarded as being in confirmation of any transaction hereby contemplated shall in addition constitute acceptance by the buyer of these conditions. The headings of the clauses of these conditions are for reference only. 1. ACCEPTANCE (a) Unless otherwise agreed by the Seller no order shall be binding until accepted in writing by the Seller. The Seller shall not be bound to accept changes to any specification or the order after acceptance but shall endeavour, subject to agreement of any necessary revision to price and delivery date, to meet any reasonable request. (b) The seller only accepts responsibility for compliance with any relevant codes, regulations, standards or rules as published prior to the date of the Seller’s tender or quotation. 2. PRICES (a) Prices quoted are firm for the period specified in the Seller’s tender or quotation or if no such period is specified then for thirty days from the date of its tender or quotation. (b) If the seller receives an order for goods not listed in its current price list or catalogue the Seller shall notify the price of such goods to the Buyer and in absence of notice in writing to the contrary given to the Seller but the Buyer within seven days after such notification such price shall ( subject to any of the other provisions of these conditions ) be the price payable by the Buyer for such goods. (c) The price quoted does not ( unless stated in writing to the contrary ) include the amount of any VAT or any other sales tax or excise duties paid or payable by the seller which shall be added to the price and shall be payable by the Buyer. (d) If the Seller incurs extra expenditure as a result of any delay or suspension of work resulting from the Buyer’s instructions or otherwise from the Buyer’s fault or for causes beyond the Seller’s control the price shall be adjusted accordingly. 3. VARIATION IN QUANTITY Prices quoted apply only to orders for not less than the quantity of goods referred to in the quotation and the Seller reserves the right to review and amend minimum order levels and to apply such amendments without prior notice 4. PAYMENT (a) The Buyer shall not be entitled to withhold payment in whole or part for any defective goods in respect of which the Buyer is not entitled to repudiate. (b) Prices stated in trade catalogues and price lists are net. Payment for goods shall be made by the Buyer in accordance with the terms of payment stated by the Seller in its invoice or quotation or if no date is stated by the Seller time for payment of the price shall be of the essence. (c) If payment is not made in accordance with this condition all monies owed by the buyer to the seller in respect of any order shall immediately become due and payable and recoverable forthwith. (d) The seller may charge interest on overdue payments from the date they become due at the annual rate of not less than 4% above the Seller’s Banker’s base rate from time to time in force. (e) Should the buyer default in any payment when due the seller reserves the right without prejudice to any other remedy it may have to cancel this contract and/or any other contract between the buyer and seller and/or to suspend delivery until payment shall have been made. 5. DELIVERY (a ) Unless otherwise agreed time for delivery dates from the Sellers acceptance of the Buyers order.The seller shall not be under liability to the buyer in respect of any delay in delivery howsoever arising or any damage in respect of or loss caused by or resulting from any such delay. (b) The buyer shall accept delivery of any consignment of goods after the seller has given notice that such consignment is ready for despatch or delivery. (c) Without prejudice to the generally of sub-clause (d) Above and even where it is agreed in writing that the seller shall be liable to the buyer for delay in delivery the buyer shall nonetheless have no claim against the seller for delay in delivery of, or failure to deliver, the goods as a result of strikes, labour disputes or other industrial action emergency conditions fire flood accident or any other cause beyond the Sellers control, whether or not of a similar nature to any of the forgoing; nor shall the buyer have any claim against the seller for failure to deliver the goods within the time specified if the buyer is in breach of any of the terms hereof or in any way delays the work. (e) Where goods are produced to the Buyers order for calling off and no delivery dates are specified then any goods not called off and delivered within six months of productions shall be deemed to have been called off and may be invoiced and delivered or invoiced and stored at the Buyers risk until delivery. 6. TITLE (a) Subject to sub-clause (c) below property and title in the goods shall remain with the seller until the seller has received payment in full of all monies owing from the buyer whether for those or other goods. (b) Upon delivery the buyer shall store and keep the goods , as bailee for the seller in such manner and place as they can be readily identified as being the goods, unless and until they are dealt with in accordance with sub-clause (c) below. (c) If the buyer sells the goods or any of them in there original state and in the ordinary course of business then, only as between the seller and the buyer, they shall be deemed to be the Sellers agent able to pass good title to them.The proceeds thereform shall be held on trust for the seller; full and complete financial records shall be maintained by the buyer to enable the seller to trace any proceeds being held on trust and, all rights, privileges and advantages from such safe shall be transferred to the seller. (d) Upon the happening of any of the events specified in sub clause 14 (a) (i) – (iii) inclusive of these conditions or if the buyer becomes otherwise incapable of trading all monies payable by the buyer shall immediately fall due to the seller and the seller shall be immediately entitled to enter the Buyers premises and remove all goods in which it retains property, title or ownership, but without prejudice to any other remedy of the seller. (e) The risk in the goods shall pass to the buyer upon delivery notwithstanding the provisions of this clause. 7. INSTALMENTS Where goods are to be delivered by instalments each instalment shall be deemed to be purchased under a separate contract 8. DAMAGE SHORTAGE OR LOSS The seller shall not be under any liability in respect of damage or loss of the goods in respect of which the seller has not been notified in writing within 7 days after delivery of the goods by the seller and if the Seller has not been notified within the said seven days the Buyer shall be deemed to have accepted the goods. 9. EXCLUSION OF LIABILITY The Sellers liability arising out of the supply of defective goods or any breach of the contract shall not in any case exceed the price of such goods and the seller will in no circumstances be liable in contract tort or otherwise for any consequential damage injury loss or expense howsoever caused whether to the buyer or to any other person or thing and whether arising indirectly from such defective goods. (a) The Buyer acknowledges that it has inspected the goods or has had the opportunity to inspect the goods prior to delivery and has satisfied itself that the goods are satisfactory and are fit for the Buyer’s purpose. (b) Nothing in these conditions excludes or limits the liability of the Seller for death or personal injury caused by the Seller’s negligence. 10. ILLUSTRATIONS AND DESCRIPTIONS (a) Photographs drawings and other illustrations or descriptions contained in any catalogue price list brochure or other document of the seller shall not save where the contrary is expressly stipulated in the orders form part of any contract between the buyer or the seller and no warranty is given that goods supplied will correspond exactly with those specified. (b) No oral statement or representation made at anytime prior to the contract shall be term of the contract or deemed to be an inducement or collateral contract pursuant to which the buyer entered into the contract. (c) The seller reserves the right at anytime before or after an order is placed to vary alter or amend any particulars description prices measurements or specifications contained in its catalogues price lists brochures and other sales literature and such alterations amendments and variations shall be binding upon the buyer. 11. CANCELLATION Cancellation of any order by the buyer cannot be accepted or goods returned for credit unless previously agreed to in writing by the seller .Where such cancellation is agreed the seller reserves the right to charge the buyer with the amount of any losses or expenses incurred or material used and reasonable allowance for overhead charges and profits. 12. PATENTS,TRADE MARKS REGISTERED DESIGNS AND COPYRIGHT (a) Provided that all goods sold to the buyer and parts thereof shall have been used only in a manner or for a purpose reasonably to be inferred by the seller from the nature of the goods or disclosed to the seller in writing prior to to the making of the contract if any claim or action is made or brought against the buyer in respect of the infringement of any Patent Trade Mark or Registered Design arising from the manufacture or sale by the seller of the goods the buyer shall forthwith give notice to the seller of such claim or action and the seller shall be at liberty at its own expense but with the Buyers assistance if required and in the name of the buyer to contest such a claim or action or conduct any negotiations for the settlement thereof.The buyer shall not make any admission which might be prejudicial to any such negotiation or litigation. (b) Subject to the proviso contained in sub-clause (a) hereof the seller shall indemnify the buyer in respect of any such claim or action mentioned therein. (c) The buyer shall indemnify the seller against all claims and actions made or brought against the seller for infringement of any Patent Trade Mark or Registered Design where the goods are manufactured or supplied or packaged to the Buyers designs and/or specifications. (d) Any invention disclosure or information made or received or acquired by the seller in the performance of any order shall remain its property. (e) No trademarks trade name or indicia of patent rights shall be defaced or removed from goods supplied by the seller nor shall the goods be advertised or used at any show display or exhibition without the sellers previous written consent. 13. SUBCONTRACTING/ASSIGNMENT The Seller shall be entitled to assign this contract and the supply of goods to any third party. The Buyer shall not be entitled to assign the contract without the prior consent in writing of the Seller.” 14. TERMINATION AND DAMAGES (a) Without prejudice to any rights of the seller the seller may determine the contract if; (i) the buyer shall fail to take delivery of the goods when required to do so or shall after due warning commit or continue any serious breach of its obligations under any contract with the seller. (ii) any distress execution or other legal process is levied upon any of the Buyers assets; or (iii) the buyer shall make any arrangements or composition with his or its creditors, commit any act of bankruptcy or (being a corporation) shall enter into liquidation or have a winding up petition presented against it or call a meeting of its creditors or suffer the appointment of a receiver in respect of all or any part of its undertaking or assets. (iv) if payment of the price is not made when it is due for payment. (b) Without prejudice to any rights of the seller shall in the event of determination be entitled to recover from the buyer. (i) the contract value of any work completed or goods produced at the date of determination (ii) the value of any such work begun or goods begun to be produced but not completed at such date, Such value to include the cost of materials, labour, overheads and a fair profit as determined by the Seller`s auditors whose decision shall be conclusive and binding on the seller and the buyer and (iii) the costs of the goods and material ordered by the seller pursuant to the contract for which the seller has to pay. 15. INTERPRETATION (a) In the above conditions the following expressions shall have the following meanings “the Seller“ shall mean POWELL MCNEIL MACHINERY CO. LTD. “the Buyer” shall mean the person named as such overleaf “the goods” shall mean any goods supplied or proposed to be supplied by the seller to the buyer or any other product or service to be supplied or proposed to be supplied by the seller to the buyer. (b) In these conditions words denoting the singular shall include the plural and vice versa, words denoting any gender shall include all genders and words denoting persons shall include bodies corporate and vice versa. (c) The contract and these conditions are governed by English law and any dispute or claim arising out of or in connection with these conditions or the contract shall be subject to the jurisdiction of the English Courts.