(a) The price of all goods supplied includes the cost of standard packaging. If the Company’s delivery note states

that the container or packages in which the goods are delivered are returnable to the Company, the same shall

remain the property of the Company and shall be returned empty in good condition carriage paid by the Customer

to the Company within three months of delivery otherwise the Customer shall be required to pay for them at

current replacement value.

(b) The price of the goods is exclusive of Value Added Tax, which will be charged at the rate applicable at the

appropriate tax point.

(c) The price of goods does not include the cost of carriage to the contracted place of delivery in the United Kingdom

by the Company. If the Customer instructs the Company to send the goods or materials by passenger train, parcel

post, airfreight or other special transport the additional cost will be for the account of the Customer.

(d) If after the date of the Customer’s order any change shall occur in the costs of any materials, labour, transport

or other items including overheads which the Company has to pay or incur in the supply of the goods, then, the

amount of any increase or decrease in such costs shall be added to or deducted from the quoted contract price or

prices and the Customer shall pay the resultant increased or decreased price or prices.

2. (a) The risk in respect of all goods supplied shall pass to the Customer upon the goods being delivered to the

Customer but notwithstanding such delivery, the property in and title to the goods shall not pass to the Customer

except as provided in Condition 3.

(b) No claim for shortages loss of or damage to the goods prior to delivery will be accepted unless written notice

of such damage shortage or loss with reasonable particulars thereof is given to the Company and to the carrier if

other than the Company within three days of the receipt of the goods or in the case of total loss within ten days of

receipt of the Company’s invoice or the carrier’s delivery advice whichever is the earlier.

3. Until the purchase price of all goods supplied by the Company to the Customer shall have been paid or satisfied

in full:-

(a) The title to and property in such goods shall remain vested in the Company (notwithstanding the delivery of

the same and the passing of the risk therein) but the Customer shall at all times insure the goods for a sum not

less than the full purchase price with an Insurer of repute and until payment by the Customer of the purchase price

a note of the Company’s interest in the goods shall be endorsed on the policy of insurance.

(b) The Company may at any time (but without being obliged to do so) recover and resell the goods (if in the

Customer’s possession) if any of the events specified in Condition 10 hereof shall occur and/or if any sum owed

by the Customer to the Company on any account is not paid on the due date for this purpose the Company, its

servants or agents together with appropriate transport may enter unhindered upon the Customer’s premises where

the goods are situated. The rights conferred on the Company under this paragraph (b) are in addition to and shall

not in any way limit or restrict any other right or remedy of the Company against the Customer.

(c) The Customer shall hold all goods supplied as bailee of the Company and the Customer shall store such goods

in a proper manner without charge to the Company and so that they are identified as belonging to the Company.

(d) The Customer may use the goods in manufacturing or other processes but the Customer shall, upon

commencement of the said manufacture or other process transfer to the Company, in consideration of the consent

by the Company to the said manufacture or other process, the legal and equitable title to all other goods with

which the Company’s goods are to be combined or mixed in the said manufacturing or other process. The title in

the goods shall remain vested in the Company until payment for the goods is made to the Company in accordance

with clause 1 hereof. The goods so mixed manufactured or processed by the Customer shall be entirely subject

to these Conditions of Business and to each and every term thereof as though they were the goods originally

delivered by the Company to the Customer.

(e) The Customer is hereby authorised to sell the goods in the ordinary course of its business for the account of

the Company and its agent and to pass good title in the goods to its customer (being a bona fida purchaser for

value without notice of the Company’s rights) but the Customer’s right of re-sale shall automatically cease upon

the occurrence of any of the events referred to in sub-paragraph 3 (b) above.

(f) In the event of any such sale by the Customer the proceeds of sale shall be held by the Customer in trust for

the Company but the Customer shall be entitled to retain for himself therefrom any excess over the amount then

owing by the Customer to the Company. In addition the Company is entitled to recover directly from the Customer’s

customer any such proceeds of sale unpaid by such customer provided that the Company shall return to the Customer

any monies recovered in excess of the amount then owed by the customer to the Company (the Company being

entitled to deduct from such excess the costs and expenses incurred by it in the recovery of such monies).

(g) Until payment of the purchase price the Customer shall indemnify the Company against non payment loss

damage, destruction or diminution in the value of the goods whether the same shall have been caused by or arisen

from matters wholly or partly within the control of the Customer.

4. (a) The Company will use its reasonable endeavours to comply with any date or dates given for despatch or

delivery of the goods but unless otherwise expressly stated by the Company in writing such date or dates shall

constitute estimates only and shall not be binding.

(b) If notwithstanding that the Company has used its reasonable endeavours, the Company fails to despatch or

deliver the goods by such date or dates, such failure shall not constitute a breach of the contract and the Customer

shall not be entitled to treat the contract as thereby repudiated or to rescind it or any related contract in whole or

in part or claim compensation for such failure or for any consequential loss or damage resulting therefrom.

(c) If the Company shall be prevented or hindered from supplying the goods or any part thereof by any circumstances

beyond its reasonable control further performance of the contract shall be suspended for so long as the Company

is so prevented or hindered.

5. (a) Unless otherwise agreed in writing the contract price for the goods shall be payable net cash on the date of the

Company’s invoice. Time for payment shall be of the essence of the contract.

(b) Where any goods are delivered by instalments, then each instalment shall be deemed to be the subject of a

separate contract and these Conditions shall apply to each such contract mutatis mutandis. The Customer shall pay

for each instalment of the goods so delivered in accordance with the provision of sub-paragraph 5 (a) above. If the

Customer shall fail to pay within the relevant period specified the Company shall be entitled to suspend further

deliveries of the goods pending payment without prejudice to any other remedy available to the Company.

(c) If the Customer refuses or is unable to accept or take delivery of the goods or any part thereof within seven days

of written notification from the Company that they are ready for delivery, the Company may require the Customer to

pay for the same as if the goods had been accepted and store the goods at the Customer’s risk and expense.

6. (a) Unless it is expressly stated in writing by the Company that any figures or statements in the Company’s

catalogues or in any relevant drawings or other documents supplied by the Company as to the performance of the

Contract goods are guaranteed to be accurate, such figures and statements shall be approximate.

(b) Every delivery of goods shall comply with the order if there is a surplus or deficiency not exceeding ten per

cent by weight or volume save that the purchase price shall be adjusted accordingly.

7. (a) If any of the goods manufactured and supplied by the Company shall be shown to the reasonable satisfaction

of the Company to be defective within a period of six months after the delivery thereof, the Company will at its

option

(1) deliver replacement goods to the Customer free of charge

OR

(2) refund to the Customer the contract price for such goods

Provided that:–

(i) all such defective goods are first returned to the Company’s Works carriage paid by the Customer,

(ii) written notice of any such claim is received by the Company within six months from the delivery of the

relevant goods: and

(iii) the total liability of the Company for such defective goods and for any loss, injury or damage attributable

thereto shall save only as provided in the Condition be limited to the invoice value of such goods exclusive of

Value Added Tax.

(b) The Company shall not be responsible for the quality or fitness of the goods for any purpose whether or not

such purpose is made known by the Customer and the Customer shall take the goods at its own risk as to their

quality and fitness for such purpose.

(c) Save as aforesaid (and save in respect of death or personal injury resulting from the negligence of the Company

its servants or agents) the Company shall not be liable for any claim or claims for direct or indirect consequential

or incidental injury loss or damage made by the Customer against the Company whether in contract or in tort

(including negligence on the part of the Company its servants or agents) arising out of or in connection with any

defect in the goods, work or materials or any act, omission, neglect or default (whether or not the same constitutes

a fundamental breach of the contract or breach of a fundamental term thereof) of the Company its servants or

agents, in the performance of the contract.

(d) Without prejudice to the generality of the foregoing, nothing herein contained shall

(i) operate to exclude or limit any warranty or condition implied by the Unfair Contract Terms Act 1977 in the

event of the Customer dealing as a "consumer" as defined by Section 12 of the said Act; OR

(ii) restrict or exclude any Condition as to title implied by Section 12 of the Sale of Goods Act 1893.

8. Without prejudice to any other remedies which the Company may have, The Company shall in respect of all debts

due and payable by the Customer to the Company have a general lien on all goods and property belonging to the

Customer in its possession (whether worked on manufactured or processed or not) and shall be entitled upon the

expiration of fourteen days notice to the Customer, to dispose of such goods or property as it thinks fit and to

apply any proceeds of sale thereof towards the payment of such debts.

9. The attention of the Customer is drawn to the provisions of Section 6 of the Health and Safety at Work etc. Act

1974. The Company will make available upon written request such information on the composition and use of the

goods as is in its possession to ensure that as far as is reasonably practicable they are safe and without risk to

health when properly used.

10. In the event that:–

(a) The Customer shall commit any breach of the contract and shall fail to remedy such breach (if capable of

remedy) within a period of thirty days from receipt of the notice in writing from the Company, requesting such

remedy; and

(b) Any distress or execution is levied upon any of the goods or property of the customer; or

(c) The Customer offers to make any arrangements with or for the benefit of its its creditors or commits any act of

bankruptcy or in the case of a limited company, has a Receiver appointed of the whole or any part of its undertaking

property or assets; or

(d) (Where the Customer is a Limited Company) An order is made or a resolution is passed or analogous

proceedings are taken for the winding up of the Customer (save for the purpose of reconstruction or amalgamation

without insolvency and previously approved in writing by the Company) the Company shall thereupon be entitled

without prejudice to its other rights hereunder, forthwith to suspend all further deliveries until the default has been

made good or to determine the contract or any unfulfilled part thereof or at the Company’s option to make partial

deliveries. Notwithstanding any such termination, the Customer shall pay to the Company at the contract rate for

all work done materials used and goods delivered up to and including the date of termination.

(e) In the event of any of the aforementioned circumstances arising then the Company (provided it shall not have

been paid in full by the Customer for the goods) shall as a right forthwith be entitled with or without vehicles to

enter upon the premises of the Customer and immediately to recover possession of the goods, such right of entry

and recovery of possesion shall be paramount and shall take effect in absolute precedence to any rights arising

on the part of a Trustee in Bankruptcy of the customer, or (being a limited company) of any Receiver and Manager,

Official Receiver, or Liquidator of a Customer.

11. These Conditions and each and every contract made pursuant thereto shall be governed by and construed in all

respects in accordance with the Laws of England.