Terms and Conditions of Trading 1. Business Customer and consumers 1.1 Some of these terms apply to consumers only: some apply to business customers only. Those terms are marked as such. 1.2 All other terms apply to all customers. 1.3 You are classified as a business customer if you indicate to us that the good supplied by us will be used in the course of your business. 1.4 If you are not a business customer, then you are a consumer. You have certain statutory rights as a consumer which are not affected by these terms. 2. Price 2.1 The price quoted excludes VAT (unless otherwise stated). VAT will be charged at the rate applying at the time of delivery. 2.2 Our quotations lapse after seven days (unless otherwise stated). 2.3 The price quoted includes delivery (unless otherwise stated). 2.4 Business customers: unless otherwise stated, the price quoted to business customers is an illustrative estimate only and the price charged will be our price current at the time of delivery. 2.4 Business customers: rates of tax and duties on goods will be those applying at the time of delivery. 2.5 Business customers: at any time before delivery we may adjust the price to reflect any increase in our costs of supplying the goods. 3. Delivery 3.1 All delivery times quoted are estimates only. 3.2 If we fail to deliver within a reasonable time, you may (by informing us in writing) cancel the contract, however: 3.2.1 You may not cancel if we receive your notice after the goods have been dispatched; and 3.2.2 if you cancel the contract you can have no further claim against us under that contract 3.3 If you accept delivery of the goods after the calculated time, it will be on the basis that you have no claim against us for the delay (including indirect or consequential loss, or increase in the price of the goods). 3.4 We may deliver goods in instalments. Each instalment is treated as a sperate contract. 3.5 The customer shall at his own expense provide the necessary labour for unloading our products and, when off-loaded, car must be taken when handling and stacking. All unloading and other lifting devices used to unload or move the products or pallets must comply with all relevant statutory provisions and supplier's instructions. Any failure by the customer to comply with these statutory or other provisions and requirements of our instructions or any other mishandling by him which causes damage or breakage, shall be at his own risk and expense. We, our employees or agents shall not be responsible for any loss, damage or injury incurred to any person or property in the course of unloading or movement of the products or pallets and the customer shall indemnity us, our employees or agents against any actions, costs, claims or loss which may be made against us or incurred by us, our employees or against arising either directly or indirectly out of such unloading movement. 3.6 All consignments must be unloaded within a reasonable time for delivery, otherwise we reserve the right to make a charge fir the time lost owing to such delay in the unloading of goods. 4 Delivery and Safety 4.1 We may decline to deliver if; 4.1.1 we believe that it would be unsafe, unlawful or unreasonably difficult to do so; or 4.1.2 the premises (or access to them) are unsuitable for our vehicle. 5 Delivery and Risk 5.1 The goods are at your risk from the time of delivery. 5.2 Delivery takes place either; 5.2.1 at our premises (if you are collecting them or arranging carriage); or 5.2.2 at your premises (if we are arranging carriage). 5.3 You must inspect the goods on delivery. If any goods are damaged (or not delivered), you must write to tell us within five working days of delivery, (or the expected delivery time). You must give us and any carrier fair chance to inspect the damaged goods. 6 Licenses and Consents 6.1 The customer is responsible for obtaining al permissions, byelaw consents and any licenses necessary and for ensuring that goods and services ordered comply with the same. The customer will indemnity us against any liability arising out of the customers breach of this clause and against any claims or liability in respect of infringement or alleged infringement of patent rights, copyright or other industrial intellectual property resulting from the customer's instructions. 7 Payment Terms 7.1 You are either to pay us cash on delivery or collection (unless you have an approved account with ourselves), or by the end of the month of invoice. 7.2 Business customers: if you have an approved UK business account, payment is due at the end of the month following the month of invoice (unless otherwise stated). 7.3 If you fail to pay us in full on the date: 7.3.1 we may suspend or cancel any future deliveries; 7.3.2 we may cancel any discount offered to you. 7.4 If you have an approved business account we may withdraw it or reduce your credit limit or bring forward your due date for payment. 7.5 We may take any of those actions in 7.4 at any time and without notice. 7.6 Business customers: you do not have the right to set off any money you may claim from us against anything you may owe us. 7.7 Consumers: you may only offset money you claim from us against money you owe us with our written agreement and on such terms as we may state. 7.8 While you owe us money, we have the right to keep any property we may hold of yours until you have paid us in full (a lien). 7.9 You are to indemnify us in full and hold us harmless from all expenses and liabilities we may incur (directly or indirectly and including finance costs and legal costs on a full indemnity basis) following any breach by you or any of your obligations under these terms. 8. Title 8.1 Consumers: your ststutory rights are unaffected. 8.2 Business customers: until you pay all debts you may owe us; 8.2.1 all goods supplied remain our property; 8.2.2 you must store then so that they are clearly identifiable as our property 8.2.3 you must insure them (against the risks for which a prudent owner would insure them) and hold the policy on trust for us; 8.2.4 you may use these goods and sell them in the ordinary course of business, but if not: a. we revoke that right (by informing you in writing) or b. you become insolvent. 8.3 Business customers: you must inform us in writing immediately if you become insolvent. 8.4 Business customers: if your right to use and sell the goods ends you must allow us to remove the goods. 8.5 Business customers: we have your permission to enter any premises where the goods may be stored: 8.5.1 at any time, to inspect them; and 8.5.2 after your right to sue and sell them has ended, to remove them, using reasonable force if necessary. 8.6 Despite our retention of title to the goods, we have the right to take legal proceedings to recover the price of the goods supplied should you not pay us by the due date. 8.7 You are not our agent. You have no authority to make any contract on our behalf or in our name. 9 Warranties 9.1 We warrant that the goods: 9.1.1 comply with their description on our acknowledgement of order from; and 9.1.2 are free from material defect at the time of delivery (as long as you comply with clause 8.4) 9.2 Business customers: we give no warranty (and exclude any warranty, term of condition that would otherwise be implied) as to the quality of the goods or their fitness for any purpose. 9.3 Consumers: your statutory rights are unaffected. 9.4 If you believe that we have delivered goods which are defective in material or workmanship, you must: 9.4.1 inform us (in writing), with full details as soon as possible; and 9.4.2 allow us to investigate (we may need to access your premises and product samples). 9.5 If the goods are found to be defective in material or workmanship following our investigatuns, and you gave complied with those conditions (in clause 8.4) in full, we will (at our options) replace the goods or refund the price. 9.6 We are not liable for any other loss or damage (including indirect or consequential loss, financial loss, loss of profits or loss of use) arising from the contract or the supply of the goods or their use, even if we are negligent. 9.7 Our total liability to you (from one single clause) for damage to property caused by our negligence is limited to £1000. 9.8 All other liabilities not referred to elsewhere in these terms and conditions is limited in damages to the price of the goods. 10 Return of goods 10.1 We will accept return of goods from you only: 10.1.1 by prior arrangement (confirmed in writing) 10.1.2 on payments of an agreed handling charge (unless the goods were defective when delivered) and 10.1.3 where the goods are as fit for sale on their return as they were on delivery. 11 Cancellation 11.1 If the order is cancelled (for any reason) you are to pay us for all stock (finished or unfinished) we may then hold (or to which we are committed) for the order. 11.2 We may suspend or cancel the order, by written notice if: 11.2.1 you fail to pay us any money when due (under the order or otherwise); 11.2.2 you become insolvent; 11.2.3 you fail to honour your obligation under these terms 11.3 You may not cancel the order unless we agree in writing (an clauses 3.2.2 and 11.1 then apply) 12 Waiver and variations 12.1 Any waiver or variation to these terms is binding in hour only unless: 12.1.1 made (or recorded) in writing; 12.1.2 signed on behalf of each party and 12.1.3 expressly stating an intention to vary these terms. 12.2 All orders you place with us will be on these terms (or any that we may issue to replace them). By placing an order with us, you are expressly waiving any printed terms you may have to the extent that they are inconsistent with our terms. 13 Force majeure - business customers only 13.1 If we are unabl to perform our obligations to you (or able to perform them only at an unreasonable cost) because of circumstances beyond our control, we may cancel or suspend any of our obligations to you, without liability. 13.2 Examples of those circumstances include act of God, accident, explosion, fire, flood, transport delays, strikes and other industrial disputes and difficulty in obtaining supplies. 14 General 14.1 The proper law applicable to all contracts between the customer and ourselves is that of England. 14.2 We may treat you as insolvent if: 14.2.1 you are unable to pay your debts as they fall due; or 14.2.2 you (or any item of your property) becomes the subject of: a. any formal insolvency procedure (examples of which include receivership, liquidation, administration, voluntary arrangements (including moratorium) or bankruptcy; b. any application or proposal for any formal insolvency procedure, or c. any application, procedure or proposal overseas with similar effect or purpose. 14.3 Business customers: all brochures, catalogues and other promotional materials are to eh treated as illustrative only. Their content form no part of any contract between us and you should not rely on them in entering into any contract with us. 14.4 Business customers: any notice by either of us which is to be served under these terms may be served by leaving it at or by delivering it to (by first class post) the others registered office or principal place of business. All such notices must be signed. 14.5 No contract will create any right enforceable (by virtue of the contracts (rights of Third Parties) Act 1999) by nay person not identified as the buyer or seller. 14.6 The only statements upon which yo may rely in making the contract with us are those may in writing by someone who is (or whom you reasonably believe to be) our authorised representative and either: 14.6.1 contained in our estimate (or covering letter) and not withdrawn before the contract is made; or 14.6.2which expressly state that you may rely on them when entering into contract 14.7 Nothing in these terms and conditions affects our limits or limits our liability for fraudulent misinterpretation.