All business is carried on subject to the following terms and conditions

(“Terms”), except as varied by specific written agreement of the

Company. By placing any order with the Company the customer shall

be deemed to have agreed to and accepted these Terms. In these Terms

“Contract” means the contract for the supply of Goods formed by the

Company’s acceptance of the customer’s order.

1. No order will be binding upon the Company unless and until

accepted by the Company in writing or by delivery of any goods

the subject of the order (“Goods”).

2. Orders are accepted only on the basis that these Terms (or

varied as aforesaid) apply to the order. Accordingly any terms

endorsed on or contained or referred to in any customer’s order

or confirmation or otherwise communicated to the Company

which are inconsistent with these Terms and are not specifically

agreed to in writing by the Company, shall be deemed to be

superseded and nullified by these Terms.

3. The Company reserves the right to consult whomever it

considers appropriate for the purposes of obtaining trade

references for the Customer. Such trade references will be

recorded by the Company and will be made available to other

businesses for the continuing assessment of credit risk. The

Company reserves the right to amend any accidental error or

omission on quotations, order acknowledgements, invoices or

credit notes.

4. Although all delivery dates stated by the Company are given in

good faith and all reasonable efforts will be made to adhere to

them, the Company accepts no liability for any failure to comply

with such dates by reason of any cause beyond the Company’s

reasonable control. Time of delivery shall not be of the essence.

5. The Company shall be entitled to make partial deliveries and

failure to deliver part only of any order shall not entitle the

customer to reject the Goods.

6. If the customer fails to take delivery of the Goods on the date of

delivery, the Company shall, without prejudice to its other rights,

be entitled to store the Goods at the customer’s risk and the

customer shall pay all storage and additional carriage costs

incurred.

7. Whilst every effort will be made to supply Goods in accordance

with samples and/or agreed specifications the Company

reserves the right to modify specifications, designs and materials

where such modifications do not materially affect the quality or

fitness for purpose of the Goods or to comply with any

applicable standards or legal requirements.

8. Unless otherwise notified to the customer, Goods will be

invoiced at the price stipulated in the Company’s published

price list current at the date of the acceptance of the order. In

the case of an order for delivery by instalments each instalment

shall be invoiced at the price stipulated in the Company’s

published price list at the date of despatch of such instalment.

Such prices are exclusive of VAT.

9. Prices do not include delivery to a third party address, unless

otherwise agreed in writing. Where appropriate, all carriage,

modifications, special testing, inspections, insurance, packing or

samples will be charged to the customer.

10. Unless it has been agreed between the Company and the

Customer that the Customer purchases the Goods on a

proforma basis before Goods have been despatched to the

Customer, the Company shall invoice the Goods on or after

despatch of the Goods. The Company shall be entitled to

invoice each instalment as and when each instalment is

despatched. Payment of all sums shall be made in sterling and

is due 30 days from the date of the relevant invoice. The

Company may sue for any monies outstanding beyond this date

even if property in any relevant Goods has not passed to the

customer.

11. If any payment is not made in full by the due date then, without

affecting any other right which it may have, the Company may

deduct any outstanding amounts from any monies owed to the

customer on any account whatsoever.

12. Interest on any outstanding amounts may be charged, which

shall accrue from the due payment date until the date of

payment. No payment shall be deemed to have been made until

the Company’s account is credited with the relevant cleared

funds. Should the purchaser fail to pay on the due date or fail to

comply with the terms of payment the Company reserves the

right to claim compensation for debt recovery costs and interest

under the Late Payment of Commercial Debts [Interest] Act

1988.

13. The customer may not withhold or make any deduction from or

set off against any payment due to the Company for any reason.

14. Export sales shall be subject to FOB terms (as defined in the

latest published version of Incoterms from time to time). It is the

customer’s responsibility to obtain all necessary import licences,

clearances and other consents necessary for the purchase of the

Goods and to ensure that the Goods comply with all local

legislative or other legal requirements.

15. If the customer has paid a service fee on any Goods purchased,

then the Company warrants to make all necessary repairs on the

terms as detailed on the customers price list given to the

customer. All service calls must be placed by the customer. This

warranty does not cover breakdowns which have been caused

by the misuse or incorrect installation of any Goods. If after

repairing the Goods the fault is found to have been caused by

customer misuse the service charges plus an administration fee

must be immediately repaid to the Company.

16. The Company will (at the Company’s option) either replace or

refund the price of any Goods which are shown to the

Company’s reasonable satisfaction to be defective in materials

or workmanship at the time of delivery or to be a shortfall in

quantity delivered provided that:

16.1 the customer inspects the Goods on delivery and notifies

the Company within three days of delivery of any alleged

defects, shortage in quantity or damage. If the customer

fails to comply with these provisions, the Goods shall be

deemed conclusively to be in accordance with the

Contract and free from any defect or damage which

would be apparent on a reasonable examination of

them;

16.2 when signing for deliveries the customer must state

clearly on the delivery note any damage or shortages;

16.3 loss or non-delivery must be notified in writing to the

Company and to the carrier within fourteen days of the

despatch date on the advice note or invoice;

16.4 where a defect would not have been apparent on a

reasonable examination under clause 16.1, the

customer notifies the Company as soon as reasonably

possible when the defect becomes apparent or within

one hundred and eighty (180) days of delivery whichever

is earlier; and

16.5 the customer provides all information and assistance

required by the Company to investigate any suspected

defect and, if required, permits the Company to inspect

the Goods concerned at any premises where the same

are located.

Goods returned which are over twenty eight (28) days

old from the date of purchase may be replaced with a

refurbished or repaired product

17. Clause 16 defines the Company’s full liability in respect of the

Goods. All other conditions, warranties or other undertakings

concerned with the Goods whether express or implied by statute,

common law, custom, usage or otherwise, are excluded except

that nothing in these Terms shall exclude any liability of the

Company for death or injury resulting from negligence or for

breach of terms as to title under Section 12 of the Sale of

Goods Act 1979.

18. Without prejudice to the provisions of clauses 15 and 16, the

Company shall not be liable for any costs, claims, damages,

losses or expenses arising out of any tortious act or omission or

any breach of contract or statutory duty calculated by reference

to profits, income, production or accruals or loss of such profits,

income, production or accruals.

19. Save where the law prohibits such limitation of liability and

without prejudice to clauses 16, 17 and 18 the liability of the

Company shall not in any circumstances exceed the invoice

value of the Goods.

20. The Company shall not be responsible for affixing any warning

notices to the Goods or their packaging, this shall be the

responsibility of the customer who is deemed to have full

knowledge of the Goods in relation to safety and otherwise.

21. The Company will only accept the cancellation of orders as

follows:

(a) Goods are not sold on a trial basis. Customers should

check the specifications and suitability of the Goods

before ordering. The Company does not warrant the

suitability of the Goods for specific applications.

(b) Goods which have been incorrectly ordered will only be

accepted for return with the prior approval of the

Company.

(c) Returned Goods will only be accepted if they are:

correctly packed in the original packaging with the

manuals, returned with the necessary proof of delivery

and purchase, and have not been used. A restocking

charge of 25% of the value of the Goods will be charged

to the customer on all such Goods.

(d) If the customer cancels the Goods whilst the Goods are

still in transit, an abortive delivery charge will be charged

to the customer.

(e) Goods may not be returned without a Goods Return

Authorisation Number which can be obtained from the

Company by contacting the Company Sales Desk on

08456 521 260.

(f) Any item ordered that is not normally held in stock will be

ordered on the customers behalf from the manufacturer

or other supplier. Such items cannot be returned if the

customer decides that it is no longer required.

22. Goods which the Company has agreed to sell to the customer

shall be at the customer’s risk as soon as they are delivered to

the customer’s UK premises or other agreed destination. These

Goods shall remain the property of the Company until such time

as the customer shall have paid the Company the agreed price,

together with the full price of any other goods sold to the

customer payment for which is outstanding. The passing of title

and risk in the Goods supplied by the Company shall be as

follows:

(a) from the time of delivery, the Goods shall be at the

customer’s risk who shall be solely responsible for their

custody and maintenance but, unless otherwise expressly

agreed in writing, the Goods shall remain the

Company’s property until all payments to be made by the

customer under this Agreement and any other agreement

between the Company and the customer and on any

other account whatsoever have been made in full and

unconditionally. Whilst the Company’s ownership

continues the customer shall keep the Goods labelled as

belonging to the Company and separate and identifiable

from all other goods in its possession as bailee for the

Company;

(b) the customer’s right to possession of the Goods shall

immediately cease if the customer does anything or fails

to do anything which would entitle an administrator or

administrative receiver to take possession of any of the

customer’s assets or entitle any person to present against

the customer a petition for winding up;

(c) the customer may only re-sell the Goods to the

customer’s clients in the ordinary course of the

customer’s business as a fiduciary and trustee for the

Company. In the event of any resale by the customer of

the Goods the Company’s beneficial entitlement shall

attach to the proceeds of sale or other disposition thereof

so that such proceeds or any claim therefor shall be

assigned to the Company and until such assignment

shall be held on trust in a separate identified account for

the Company by the customer and such proceeds shall

not be mingled with other moneys or paid into any

overdrawn bank account and shall at all times be

identifiable as the Company’s moneys;

(d) without prejudice to the equitable rules as to tracing, in

the event of failure to pay any and all the payments for

the Goods in accordance with these Conditions the

Company shall have power to re-sell the Goods, such

power being additional to (and not in substitution for)

any other power of sale arising by operation of law or

implication or otherwise and for such purpose the

Company and its servants and agents may forthwith enter

upon any premises or land occupied or owned by the

customer to remove the Goods; and

(e) pending payment of any and all payments due hereunder

for the Goods the customer shall at all times keep the

Goods comprehensively insured against loss or damage

by accident, fire, theft and other risks usually covered by

insurance in the type of business carried on by the

customer in an amount at least equal to the balance of

the payments due hereunder for the same from time to

time remaining outstanding. The policy shall bear an

endorsement recording the Company’s interest.

23. The Company or any related companies shall have the right to

cancel all or any contracts with the customer or withhold delivery

of any Goods if:-

23.1 the customer fails to pay any monies owing to the

Company or any related companies by the due date;

23.2 the customer commits any breach of any contract with

the Company or any related companies; or

23.3 the customer compounds with or executes an assignment

for the benefit of its creditors or commits any act of

bankruptcy or goes into liquidation or has a receiver,

administrative receiver or administrator appointed over

all or part of its assets or has a third party levy distress on

their property, or suffers any similar or analogous act.

In the event of delivery being withheld the Company shall

be entitled as a condition of resuming delivery to require

pre-payment of or such security as it may require for the

payment of the price of any further delivery.

24. The customer’s attention is drawn to the Company’s guidelines

and regulations on health and safety within the workplace,

copies of which will be provided on request. The installation of

the Goods requires a qualified person. The Company makes no

warranty as to the suitability of any packaging should the

customer wish to re-sell the Goods. It is the responsibility of the

customer to take such steps as are necessary to ensure that

appropriate information relevant to the Goods is made

available to any person to which the customer supplies the

Goods to.

25. The construction, validity and performance of all Contracts

between the parties shall be governed by English law and shall

be subject to the exclusive jurisdiction of the English Courts

although this shall not limit the right of the Company to

commence proceedings in any other jurisdiction the Company

deems appropriate.

26. Any suggested retail prices quoted in the Company’s price lists

or catalogues shall not limit the customer’s right to set its own

retail prices.

27. The Company shall not be liable in any way for loss, damage or

expense arising directly or indirectly from any failure or delay in

performing any obligation under any contract caused by any

circumstances beyond its reasonable control, which shall,

without limiting the generality of the foregoing, be deemed to

include war or any other action of military forces, terrorism, riot,

civil commotion, sabotage, vandalism, accident, break-down or

damage to machinery or equipment, fire flood, legislative or

administrative interference, acts of God, strike, lock-out or other

industrial disputes (whether or not involving employees of the

Company) or shortage of materials or the Company’s inability

to procure materials or supplies. On the occurrence of any such

event, the Company may at its discretion, perform, suspend

performance of or terminate the contract.

28. The Customer shall ensure that no trade mark or logo used on

or in connection with any of the Goods or their packaging is

added to, obscured, removed, defaced, altered or otherwise

interfered with in any way.

29. Trade marks and/or logos applied to any of the Goods may be

used in advertising material intended for use in retail outlets or

in catalogues for the purpose only of promoting the retail sale

of the Goods concerned and provided that the Company’s prior

written consent is obtained.

30. Except as permitted by clause 29 above the customer shall not

make any use of any logo or trade mark owned or used by the

Company (whether in connection with the goods or otherwise)

or any part thereof for any purpose whatsoever.

31. Any part of these Terms which is void or unenforceable shall be

deemed severable and shall not affect any other part of these

Terms.

32. No waiver or forbearance by the Company (express or implied)

in enforcing any of its rights under a Contract shall prejudice its

right to do so in the future. 

33. Items may be returned, within seven days of receipt. A full refund

will be given minus courier charge and restocking fee. If the item is

damaged on arrival no courier or restocking fee applies.