1. Conditions applicable

1.1 These Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the buyer may purport to apply under any purchase order confirmation of order or similar document.          

1.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.                                            

1.3 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyers' acceptance of these Conditions

1.4 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller

1.5 This contract is subject to the law of England and Wales

1.6 All disputes arising out of this contract shall be subject to the exclusive jurisdiction of the courts of England and Wales

 2. Price and payment

2.1 The price shall be the price set out in the Sellers price list. The price is exclusive of all costs of carriage (unless otherwise agreed) VAT and insurance which shall be due at the rate ruling on the date of the Seller's invoice

2.2 Payment of the price in full shall be due within 30 days of the date of the invoice. Time for payment shall be of the essence

2.3 Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 2% above Lloyds Tsb's base rate from time to time in force and shall accrue at such a rate after as well as before any judgment

3. Liability

3.1 All terms, conditions and warranties (whether implied or made expressly) whether by the Seller or its servants or agents or otherwise (other than those express warranties set out in the current edition of the Seller's specification) relating to the quality and/or fitness for purpose of the Goods or any of the Goods are excluded

3.2 The Seller shall be under no liability whatever to the Buyer for any indirect loss and/or expense (including loss of profit) suffered by the Buyer arising out of a breach by the Seller of this contract

3.3 In the event of any breach of this contract by the Seller the remedies of the Buyer shall be limited to damages. Under no circumstances shall the liability of the Seller exceed the Price of the Goods.

3.4 All warranties and conditions whether implied by statute or otherwise are excluded from this contract Provided that nothing in this contract shall restrict or exclude liability for death or personal injury caused by the negligence of the Seller or affect the statutory rights of a buyer dealing as consumer

4. Retention of Title

4.1 In spite of delivery having been made property in the Goods shall not pass from the Seller until:

4.1.1 The Buyer shall have paid the price in full; and

4.1.2 no other sums whatever shall be due from the Buyer to the Seller

4.2 Until property in the Goods passes to the Buyer in accordance with clause 4.1 the Buyer shall hold the Goods  and each of them on a fiduciary basis as bailee for the Seller. The Buyer shall store the Goods (at no cost to the Seller) separately from all other goods in its possession and marked in such a way that they are clearly identified as the Seller's property such sale or dealings. Until property in the Goods passed from the Seller the entire proceeds of sale or otherwise of the Goods shall be held in trust for the Seller and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the Seller's money

4.3 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 Buyer's business at full market valuefor 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 sale or dealings. Until property in the Goods passed from the Seller the entire proceeds of sale or otherwise of the Goods shall be held in trust for the Seller and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the Seller's money

4.4 The Seller shall be entitled to recover the Price (plus any cost of carriage and insurance) notwithstanding that property in any of the Goods has not passed from the Seller

4.5 Until such time as property in the Goods passed from the Seller the Buyer shall upon request deliver up such of the Goods as have not ceased to be in existence or resold to the Seller. If the Buyer fails to do so the Seller may enter upon any premised owned occupied or controlled by the Buyer where the Goods are situated and repossess the Goods. On the making of such request the rights of the Buyer under clause 4.3 shall cease

4.6 The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which  are the property of the Seller. Without prejudice to the other rights of the Seller, if the Buyer does so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable

4.7 The Buyer shall insure and keep insured the Goods to the full Price against all risks 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, if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable

5. Delivery of Goods

5.1 Delivery of the Goods shall be made to the Buyer's address (unless otherwise agreed) on the Delivery Date. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery

5.2 The Seller shall not be liable for any loss or damage whatever due to the failure by the Seller to deliver the Goods ( or any of them) promptly or at all

5.3 Notwithstanding that the Seller may have delayed or failed to deliver the Goods (or any of them) promptly the Buyer shall be bound to accept delivery and to pay for the Goods in full provided that delivery shall be tendered at any time within 60 days of the Delivery Date.

6. Assignment

6.1 The Seller may license or sub-contract all or any part of its rights and obligations under this contract without the Buyer's consent

7 Insolvency

7.1 If the Buyer fails to make payment for the Goods in accordance with this contract of sale or commits any other breach of this contract of sale or if any distress or execution shall be levied upon any of the Buyer's goods or if the Buyer offers to make any arrangement with its creditors or if any petition in bankruptcy is presented against the Buyer or the Buyer is unable to pay its debts as they fall due or if being a limited company any resolution or petition to windup the Buyer (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented or if a receiver administrative receiver or manager shall be appointed over the whole or any part of the Buyer's business or assets or if any petition for the appointment of an administrator is presented against the Buyer or if the Buyer shall suffer any analogous proceedings under foreign law all sums outstanding in respect of the Goods shall become payable immediately. The Seller may in its absolute discretion and without prejudice to any other rights which it may have:

7.1.1 Suspend all future deliveries of the Goods to the Buyer and/or terminate the contract without liability upon its part; and/or

7.1.2 Exercise any of its rights pursuant to clause 4                       

8. Cancellation

8.1 The Seller may cancel this contract at any time before the Goods are delivered by giving written notice. On giving such notice the Seller shall promptly repay to the Buyer any sums paid in respect of the Price. The Seller shall not be liable for any loss or damage whatever arising from such cancellation

9. Intellectual Property

9.1 All goods sold in retail packaging may be resold by the Buyer only in the packaging supplied by the Seller and in no case may any trade mark other than those applied by the Seller be marked in or applied in relation to the Goods

9.2 No right or licence is granted under this contract of sale to the Buyer under any patent, trade mark, copyright, registered design or other intellectual property right except the right to use or resell the Goods.

9.3 Where any specifications and designs of the Goods or any of the Goods have been provided by the Buyer the copyright, design right  or other intellectual property in them shall remain the property of the Buyer

10. Force Majeure

10.1 Neither party shall be liable for any default due to any cause beyond their reasonable control including without limitation any act of God, inclement weather, failure or shortage of power supply, flood, drought, lightning or fire, strike, lock-out, trade dispute or labour disturbance, war, military operations or riot