TERMS & CONDITIONS OF SALE 

1.             ACCEPTANCE Orders are accepted subject to when available and at Sellers price in effect at the date of acceptance of the order. Orders will be processed with every effort to meet the required shipping date, but the Seller is not obligated to make delivery at any specified date nor liable for damage due to delay in filling the order. Specified shipping dates are our best estimates but are not guarantees, and the Buyer is at liberty to cancel for unreasonable delays, by written notice to Seller, unless the order is of special processing and stated as non-cancellable. 

2.             PRICES AND TERMS OF PAYMENT Unless otherwise agreed in writing, our terms are net cash within thirty (30) days from the date of invoice. In the event of non-payment of the Company’s account by the due date the Company reserves the right to charge interest on the outstanding sums at the bank rate in force at that time plus three per cent, up to and including the date on which the final settlement is made. No sales, use or similar taxes have been included in our price. Such taxes, if payable on deliveries hereunder, will be for the account of the purchaser. The Company also reserves the right, if payment has not been made, to suspend further deliveries and credit facilities and to take whatever legal actions the Company thinks fit to enable payment to be obtained or the goods to be recovered. In any action to collect an unpaid account, Buyer will pay all Seller’s costs, including a reasonable attorney’s fee. Sender’s bank charges are the responsibility of the Buyer, the Seller does not accept these charges.   

3.             TITLE Title to the Goods shall not pass to the Buyer until payment is made in full, but risk shall pass to the Buyer from the time the relevant goods leave the Seller’s premises subject to paragraph 7 before ownership of the goods has passed to the Buyer, the Buyer commits on act of bankruptcy or, being a Company, goes into liquidation or a Receiver is appointed. The Seller may give notice to the Buyer that the contract to supply the goods is terminated, or if the goods have been despatched, may enter the premises and repossess the goods. 

4.             FREIGHT TERMS All shipments are F.O.B. shipping point unless otherwise stated herein. In the absence of shipping instructions, we will determine method of shipping and carrier.We are not responsible for material after delivery to the transportation company. Evidence of any shortage or damage should be noted on shipping documents before any receipt is signed. 

5.             RESPONSIBILITY FOR UNFORSEEN CONTINGENCIES The Seller will not be responsible for loss due to war, fire, flood, strike, labour troubles, accident, riot, act of Government authority, act of God, or other contingencies beyond the control of the parties, interfering with production, supply, or source of raw materials affecting this order. 

6.             RETURNED GOODS Goods will not be accepted for return or credit unless so authorized by us. Materials returned for credit may be subject to handing charges covering necessary re-inspection and restocking.  

7.             DEFECTS & WARRANTY       The workmanship, material, and performance of our products is warranted to be commensurate with the levels established in the applicable documents or specifications referenced on this order and issued by public or private bodies with duly constituted authority and in the absence of specific reference to such documents of specifications to confirm with the best commercial practice. If reported defects in material or workmanship are substantiated by us, such parts and materials as are affected will be replaced. Under all circumstances the Buyer must give notice of any quality or quality deficiency to the Seller within twenty one (21) days following receipt and failure to do so shall be deemed a waiver by the Buyer with respect thereto. The above warranty is expressly in lieu of any other warranties, express or implied, including any implied warranties of merchantability or fitness  for a particular purpose, all of which are hereby excluded. This warranty is limited to defects which arise within one (1) year of the date of sale. 

8.             CONSEQUENTIAL LOSS In the event of goods supplied by the Seller being proved defective whether by reason of negligence on the part of the Company or from other cause, it is agreed that the liability of the Seller shall be limited to the replacement of such goods and not include any consequential loss suffered by the Buyer. Our liability is expressly limited to furnishing of such replacement parts or materials and cannot be extended to damages, expense, or loss arising from the use of, or inability to use, our products. 

9.             GOVERNMENTAL REGULATIONS                 Shipment and delivery are subject to any United States or foreign legal requirements, which may prevent, delay or interfere with fulfilment of this order. Buyer will comply with all applicable United States and foreign laws and regulations governing the export or reexport of all product(s), including without limitation the U.S. Export Administration Regulations, the International Traffic in Arms Regulations and any regulations administered by the Department of the Treasury’s Office of Foreign Assets. Without limiting the generality of the foregoing, Buyer will not export or reexport, directly or indirectly, any of the product(s) to Cuba, Iran, Libya, Syria, Sudan or North Korea. 

10.          INDEMNITY Buyer hereby indemnifies and holds Seller harmless in the event of any claim, demand, suit, cause of action, proceeding, award, judgement or liability against Seller, including, without limitation, attorneys’ fees, based upon, arising our of or in any way related to: any negligent act or omission by Buyer or any of its agents, contractors, servants or employees, including without limitation, (1) claims that the product(s) failed to meet any specification provided by Buyer and (2) claims arising out of Buyer’s non-compliance with any applicable governmental law or regulation with respect to the export, reexport or importation of the product(s). For purposes of this Agreement  “claims” shall include, but not be limited to, litigation or arbitration. 

11.          LAW                 The Conditions of Sale shall be construed according to and governed by the Law of England.

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