VARIATIONS

1. Any variation of these conditions in any document of the buyer is inapplicable unless accepted in writing by the seller’s authorised representative.

DELIVERY

2. Where a period is named for delivery, and such period is not extended by mutual consent in writing or under the provisions of Clause 4 hereof, the buyer shall take delivery within that period.

3. Any time or date for delivery named by the seller is an estimate only, and the seller shall not be liable for the consequences of any delay.

4. Deliveries may be wholly or partially suspended and the time of such suspension added to the original contract in the event of a stoppage, delay or interruption of work in the establishment of the seller or the seller’s suppliers during the delivery period as a result of strikes, lock-outs, trade disputes, breakdown, accident or any cause whatsoever beyond the control of the seller.

5. Adequate access to permit the use of a rigid or articulated vehicle of 60 feet in length will be provided by the buyer for the delivery of the goods to the buyer’s site or premises. Battens, hardcore or other material must be provided by the buyer to enable the vehicle to pass safely on any unmade ground.

6. If the seller fails to deliver the goods for any reason other than any cause beyond the seller’s reasonable control or the buyer’s fault and the seller is accordingly liable to the buyer, the seller’s liability shall be limited to the excess (if any) of the cost to the buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the goods.

7. Cranage on the site of delivery is the total responsibility of the buyer unless previously agreed between the parties in writing.

8. Unless the product is ordered to be delivered by HIAB vehicle, the buyer must provide at his own expense the labour and any necessary machinery for the unloading of the goods at the delivery site and positioning onto any necessary foundations. Unless otherwise agreed in writing the seller’s products are sold ready for delivery to a site provided by the buyer. The seller is not responsible for the provision or preparation of any foundations or for the storage of goods until the foundations are prepared satisfactorily. Delivery shall be taken to have been made when the goods are in fact delivered whether or not any foundations have been prepared.

9. In the event of an outbreak of hostilities (whether war is declared or not) in which the United Kingdom is involved, or in the event of national emergency, or if the seller’s work or their suppliers’ works should become either directly or indirectly so engaged on government orders or orders under priority directions as to prevent or delay work on other orders, the seller shall be entitled at any time on notice to the buyer, to make partial deliveries only or to determine the contract, without prejudice in any case to rights accrued in respect of deliveries already made.

RISK AND PROPERTY

10. Risk of damage to or loss or deterioration of the goods shall pass to the buyer:

10.1. in the case of goods not to be delivered at the buyer’s premises, at the time when the seller notifies the buyer that the goods are available for
collection; or

10.1.2 in the case of goods to be delivered at the buyer’s premises, at the time of delivery or, if the buyer wrongfully fails to take delivery of the goods,
the time when the seller has tendered delivery of the goods.

10.2 Notwithstanding delivery and the passing of risk in the goods, or any other provision of these conditions, the property in the goods shall not pass to the buyer until the seller has received in cash or cleared funds payment in full of the price of the goods and all other goods agreed to be sold by the seller to the buyer for which payment is then due.

10.3 Until such time as the property in the goods passes to the buyer, the buyer shall hold the goods as the seller’s fiduciary agent and bailee and shall keep the goods separate from those of the buyer and third parties and properly stored, protected and insured and identified as the seller’s property. Until that time the buyer shall be entitled to resell or use the goods in the ordinary course of its business but shall account to the seller for the proceeds of sale or otherwise of the goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any monies or property of the buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.

10.4 Until such time as the property in the goods passes to the buyer, (and provided the goods are still in existence and have not been resold) the seller shall be entitled at any time to require the buyer to deliver up the goods to the seller and, if the buyer fails to do so forthwith, the seller may take possession of the goods (which for the avoidance of doubt will include the right to stop the goods in transit) and remove them and the buyer shall be deemed to have granted irrevocable authority to the seller to enter upon the buyer’s premises or other premises where the goods may be by its employees or agents to take possession of the goods and (if necessary) to dismantle the goods from any thing to which they are attached.

10.5 The buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the goods which remain the property of the seller, but if the buyer does so all monies owing by the buyer to the seller shall (without prejudice to any other right or remedy of the seller) forthwith become due and payable.

SPECIFICATIONS

11. Where specifications are to be supplied, the buyer shall supply such specifications in reasonable time to enable the seller to complete delivery within the period named.

12. The seller reserves the right to make any changes in the specification of the goods which are required to conform with any applicable safety or other statutory requirements or, where the goods are to be supplied to the seller’s specification, which do not materially affect their quality or
performance.

13. The buyer shall indemnify the seller against all damages, penalties, costs and expenses to which the seller may become liable as a result of work done in accordance with the buyer’s specifications which involves the infringement of any letters of patent or registered design.

WARRANTIES AND LIABILITY

14.1 Subject to the conditions set out below the seller warrants that the goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of 12 months from the date of their initial use or 12 months from delivery, whichever is the first to expire.

14.2. The above warranty is given by the seller subject to the following conditions:

14.2.1 the seller shall be under no liability in respect of any defect in the goods arising from any drawing, design or specification supplied by the buyer;

14.2.2 the seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working
conditions, failure to follow the seller’s instruction (whether oral or in writing), misuse or alteration or repair of the goods without the seller’s approval;

14.2.3 the seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the goods has not been paid by the due date for payment;

14.2.4 the above warranty does not extend to parts, materials or equipment not manufactured by the seller’s direct suppliers, in respect of which the buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the seller’s suppliers.

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

14.4. Where the goods are sold under a consumer transaction (as defined by the Consumer Transaction (Restrictions on Statements) Order 1976) the statutory rights of the buyer are not affected by these conditions.

14.5. Any claim by the buyer which is based on any defect in the quality or condition of the goods or their failure to correspond with specification shall
(whether or not delivery is refused by the buyer) be notified to the seller within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the buyer does not notify the seller accordingly, the buyer shall not be entitled to reject the goods and the seller shall have no liability for such defects or failure, and the buyer shall be bound to pay the price as if the goods had been delivered in accordance with the contract. Goods represented by the buyer to be defective shall not form the subject of any claim for work done by the buyer or for any loss, damage or expense whatsoever arising directly or indirectly from such defects.

14.6. Where any valid claim in respect of any of the goods which is based on any defect in the quality or condition of the goods or their failure to meet
specification is notified to the seller in accordance with these conditions, the seller shall be entitled to replace the goods (or the part in question) free
of charge or, at
the seller’s sole discretion, refund to the buyer the price of the goods (or a proportionate part of the price), but the seller shall have no further liability to
the buyer.

14.7. Except in respect of death or personal injury caused by the sellers negligence, the seller shall not be liable to the buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses, or other claims for consequential compensation whatsoever (and whether caused by the negligence of the seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the goods or their use or resale by the buyer, except as expressly provided in these conditions.

14.8 The seller shall not be liable to the buyer or be deemed to be in breach of the contract by reason of any delay in performing, or any failure to perform, any of the seller’s obligations in relation to the goods, if the delay or failure was due to any cause beyond the seller’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the seller’s reasonable control:

14.8.1 Act of God, explosion, flood, tempest, fire or accident;

14.8.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;

14.8.3 acts, restrictions, regulations, by-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;

14.8.4 import or export regulations or embargoes;

14.8.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the seller or of a third party);

14.8.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery;

14.8.7 power failure or breakdown in machinery

DEFAULT OF BUYER

15. If the buyer shall make default in or commit a breach of the contract or of any other of his obligations to the seller, or if any distress or execution shall be levied upon the buyer’s property or assets or if the buyer shall make or offer to make any arrangement or composition with creditors, or commit any act of bankruptcy, or if any petition or receiving order in bankruptcy shall be presented or made against him, or if the buyer is a limited company and any resolution or petition to wind up such company’s business (other than for the purpose of amalgamation or reconstruction) shall be passed or presented or if a receiver of such company’s undertaking, property or assets or any part thereof shall be appointed, the seller shall have the right forthwith to determine any contract then subsisting and upon written notice of such determination being posted to the buyer’s last known address any subsisting contracts shall be deemed to have been determined without prejudice to any claim or right the seller may otherwise make or exercise.

16. In addition to any right of lien to which the seller may by law be entitled the seller shall (in the event of the buyers insolvency) be entitled to a general lien on all goods of the buyer in the seller’s possession (although such goods or some of them have been paid for) for the unpaid price of any goods, sold and delivered to the buyer by the seller under the same or any other contract.

17. The buyer will indemnify the seller against any loss or damage arising from delays caused to vehicles or damage thereto or to goods or towing
charges as a result of poor site conditions.

PRICES

18.1 Unless otherwise expressly stated in writing the seller’s prices are based on present costs of materials labour and transport including emoluments expenses and insurances. Any increase in such costs between the date of the seller’s quotation and delivery of the goods will be charged to and paid by the buyer.

18.2 All prices quoted to the buyer by the seller are exclusive of any Value Added Tax, for which the buyer shall be additionally liable at the applicable standard
rate.

TERMS OF PAYMENT

19. Terms of payment are 30 days from date of delivery. The invoice for the goods will be raised on the agreed date of delivery. If goods cannot be accepted by the buyer on the date agreed for delivery the 30 day period will run from the agreed date of delivery or the date on which the goods are manufactured and ready for delivery whichever is the later. The seller shall be entitled to charge interest at the rate of 3% per annum above the seller’s bank’s base rate as published from time to time on all outstanding accounts, such interest to accrue from day to day from the day the account becomes due to the day of actual payment thereof. If the seller is unable to make delivery on account of the fault of the buyer the seller may add to
the contract price the reasonable cost of storage, insurance and maintenance.

PLANNING AND CONSENTS

20. The buyer must obtain all necessary planning consents and Building Regulation Approval together with approval of the Fire Authorities.

LAW

21. These conditions and the contract shall be subject to and constructed in accordance with English Law.

GENERAL

22. Any typographical, clerical or other error or omission in any sale literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the seller shall be subject to correction without any liability on the part of the seller.

23. No waiver by the seller of any breach of the contract by the buyer shall be considered as a waiver of any subsequent breach of the same or any
other provision.