Mike Lewis (“The Seller”) Terms and Conditions of Sale - (Issue AA1)

The following Standard Conditions of Sale shall govern all transactions except as otherwise specifically agreed in writing by the buyer and the seller

 Terms:

        Unless otherwise agreed in writing by the seller all goods supplied shall be subject to the following payment terms:

(a)   If the seller so requires the payment of a satisfactory deposit prior to the acceptance of an order.

((b) For non account buyers settlement in full for the goods either in advance or upon delivery of the goods as required by the seller.

(c)   For buyers granted an account settlement in full for the goods within the terms set out on the sellers invoice or within 28 days of the    invoice whichever is the earliest.

       For avoidance of doubt “goods” shall mean the supply of any goods or services from the seller to the buyer.

 Quotations:

       All quotations and tenders are given by the seller on condition that the seller shall not be bound until he has communicated his written acceptance to the buyer’s order. In the event of any inconsistency between the terms of the buyer’s order and these conditions these conditions shall prevail unless the contrary has been agreed in   writing by the seller.

 Cost Variation:

       (Except where a price is stated to be fixed) all prices may be altered up to the time the goods are dispatched and or services completed.

 Taxation and Duties:

       Unless stated in writing by the seller all prices quoted or accepted are inclusive of Value Added Tax or any other statutory Tax, Duty or imposition that may be introduced from time to time by the Government of the land and the value of all such Taxes, Duties and impositions shall be added to the cost quoted for the goods.

 Credit:

       The acceptance by the seller of the buyer’s order may be subject to the seller reserving the right of approval of the buyer’s credit or  requiring satisfactory security for payment being given.

 Materials:

(a)   The seller shall not be bound by any oral warranty or representation given nor made on his behalf unless confirmed in writing, nor by any implied term, condition or warranty whether arising by implication of law or to be implied from circumstances save and except a warranty that goods sold shall correspond with the contractual description.

(b)   Sizes and weights of goods are approximate only and may not    correspond with their contractual description provided that any such differences do not make the goods unsuitable for the buyer’s      purpose.

(c)   No guarantee is given that the goods are fit for the buyer’s purpose and the buyer must satisfy himself of their fitness for any purpose for which they are intended to be used.

 Contracts:

       The seller shall have the option (without prejudice to any of his other rights against the buyer) by notice in writing to the buyer to rescind any contracts between the seller and the buyer or to suspend delivery in the following events: ­

(a)   Should any sum owing by the buyer to the seller be overdue whether under the same or any other contract.

(b)   Should a buyer be in breach of any term of the same or any other contract with the seller.

(c)   Should the buyer enter any composition or arrangement with or for the benefit of his creditors have a receiving order in bankruptcy made against him or (if a corporate body) should it go into liquidation either voluntarily or compulsory, or under supervision except for the purposes of re-organisation or re-construction of the company.

 Inability to Supply:

       Where the seller cannot deliver some or all of the goods ordered for reasons beyond its control (including any lack of delivery or other instructions from the buyer) or on account of industrial disputes or in the case of stock items, on account of stocks being exhausted, the seller reserves the right to cancel or suspend any order subsequent to the sellers acknowledgement of it and provided the buyer is given reasonable notice of such cancellation or suspension then the seller shall not be liable for any loss whether direct, indirect or consequential, thereby caused.

 Cancellation or Alteration of Orders:

       Where the seller agrees to supply goods the seller may refuse a request for cancellation suspension or alteration to the order if   materials or components have been ordered or manufacture of the goods has commenced.

 Ownership:

(a)   Equitable and beneficial ownership of goods supplied shall not pass to the buyer until payment for the goods has been made in full and until such time as the buyer shall hold the goods in fiduciary capacity for the seller so that in the event of prior re-sale of the goods the seller shall be entitled in law and in equity to the proceeds of sale or any claim for the same.

(b)   If the goods become constituents of or are converted into other products while subject to the seller’s equitable and beneficial ownership the seller shall have and the buyer hereby transfers to the seller the equitable and beneficial ownership in such other products as if they were the goods and accordingly sub-clause (a) shall as far as appropriate apply to such other products.

(c)   All risks in the goods shall pass on delivery of the goods to the buyer’s premises or if collected by the buyer upon collection of the goods.

 Delivery:

        If no time for delivery is specified in the contract the buyer shall be bound to accept the goods when they are ready for delivery by the seller and payment by the buyer shall become due in accordance with Clause 1 of these Terms.

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 Damage or Shortage:

         Any complaint of short delivery or of damage to goods in transit must         be notified within 24 hours of receipt of goods and confirmed in writing at the time by the buyer to the seller.

 Claims:

(a)  Claims in respect of any alleged defect in the quality of the goods delivered must be made in writing within 14 days after delivery or if related to the transport of the goods within such time as will enable      the seller to comply with the time limit and procedure of any carriers by goods were transported.

(b)    The return of goods shall not be made without prior agreement between the buyer and the seller.

(c)    If the buyer shall make any complaint within the time stipulated the seller shall after he has had reasonable time to investigate the same and examine the goods in dispute be entitled at his option:

To replace the goods (if defective)

To accept the return of the goods (if defective) and to credit the buyer with the price there of or

To make the buyer (if the goods are defective) an allowance representing the difference between the value of the goods at the time of com         -plaint by the buyer and the value they would have had if they had been in accordance with the contract providing the buyer pays the balance not in dispute according to normal terms.

 Limitation of Seller’s Liability:

(a)    Except as otherwise expressly mentioned in these Conditions the seller shall have no liability of any kind whatsoever to the buyer in respect of        any loss or damage (whether direct, indirect or consequential) suffered by the buyer whether in contract or negligence or otherwise how so ever, whether for loss or damage to property or for death or bodily injury or otherwise howsoever in respect of any goods supplied or work done by the seller. The buyer shall indemnify the seller against any claim made    against the seller by third party arising out of any goods supplied to or         work done for the buyer.

(b)    No forbearance or indulgence by the seller shown or granted to a buyer whether in respect of these Conditions or otherwise shall in any way affect or prejudice the rights of the seller against the buyer or to be taken as a waiver of any of these conditions.

 Time:

Time shall not be of the essence of the contract.

 Place of Delivery:

Where the seller agrees to deliver goods to a place chosen by the buyer the buyer shall provide for the unloading of the goods or reimburse the seller the cost of such unloading.

 Special Packing:

Where an order requires abnormal or special packing this will be carried out at the cost of the buyer.

 Sub Contracting:

The seller is at liberty to employ Sub Contractors on all or any part of any order by the buyer.

 Statutory Requirements and Infringement of Patents:

Every effort is made to meet known statutory requirements and not to infringe any patents or trademarks belonging to third parties, but no          guarantee is given that the design construction and quality of the goods to be supplied under the contract comply with all relevant requirements of any Statute, statutory rule, or order or other instrument                 having the force of law which may be in force at the time of supply. Further that the sale or use of the goods by the purchaser would not infringe any British Patent Trademark or trade name or registered design.

 Force Majeure:

The performance of all contracts is subject to variation or cancellation by the seller owing to any Act of God, war, strikes, government regulation or orders, national emergencies, lock outs, fire, flood, drought, tempest or any other cause (whether or not of a like nature beyond the control of the seller or owing to any inability by the seller to procure materials or articles required for the performance of the contract and the seller shall not be held responsible for any inability to deliver caused by any such contingency).

 Governing Law:

These standard Conditions of Sale or any variation agreed in writing to them will be governed by English Law.

 Separate Terms:

If any term of these Conditions is deemed unenforceable by a competent court of law this will not affect the remaining terms which will remain in full force and affect.

 Consumer Transactions:

Where goods are purchased by a buyer under a consumer transaction As defined by the Consumer Transactions Restrictions on Statements Order 1976) the statutory rights of the buyer are not affected by these conditions.   

                                                                                                                         Issue: AA1