1. DEFINITIONS AND EFFECT OF CONDITIONS

2. DELIVERY.
(a) Any delivery dates quoted whether verbally or otherwise are estimates only and in regard to any such date time shall not be of the essence.
(b) Delivery of all the goods to the customer's address or any other place stipulated by him shall constitute delivery and the risk therein shall pass upon such delivery to the customer.
(c) The company shall be entitled to make partial deliveries by instalments and these conditions shall apply to each partial delivery.

3. FRUSTRATION etc. (Force Majeure)
The company will not be deemed to be in breach of any of its obligations under the agreement or otherwise be liable to the customer due to any delay in performing or any failure to perform any such obligations by reason of any cause or event beyond the company's control (including without limitation breakdown of plant or machinery, strike or industrial dispute, shortage of materials or failure of or delay in receiving supplies, act of war (whether declared or not). Act of God, or any law regulation of any government or any local or municipal authority. If any such event continues for more than 28 days the company may terminate the agreement forthwith by written notice to the customer without prejudice to the accrued rights of either party.

4. PRICE

(a) Unless otherwise stated any prices quoted by the company are
(i) exclusive of value added tax (United Kingdom rates and conditions apply) and any other taxes.
(ii) exclusive of carriage, packing and insurance.
(iii) exclusive of any release certificates and the company shall charge extra in respect of the above items.
(b) Prices quoted are those current at the time of quotation and the price payable by the Customer shall be that which is current at the time of delivery to the Customer.
(c) Where agreed call off's are not adhered to by the Buyer, the company reserves the right to amend the price structure in accordance with the quantities delivered.

5. PAYMENT
(a) The price is payable on demand but in any case must not be paid later than 30 days from date of invoice.
(b) The company reserve the right to suspend deliveries where payment is not received in accordance with paragraph 5(a) of this clause or in accordance with any alternative terms of payment agreed in writing.
(c) Where payment is not made in accordance with the terms of paragraph 5(a) hereof the customer shall pay interest on any unpaid amounts calculated at 3% above Barclays Bank plc's base rate (in the United Kingdom) for the time being in force calculated on a daily basis.
(d) No cash or other discount is allowed unless agreed in writing.
(e) If the company is able to deliver some items comprising the goods the subject of an agreement but unable to deliver all such items due to cause beyond its control (including but not limited to the examples referred to in Condition 3 hereof) the customer shall pay for such items as are delivered.

6. TELEPHONED ORDERS
The customer agrees to send to the company a written order in confirmation of any telephoned orders marked with any confirmation reference given by the company otherwise the company cannot accept liability for any duplication of delivery that may occur.

7. TITLE OF GOODS
(a) Immediately upon delivery to the customer of any goods agreed to be sold by the company to the customer the customer shall become the bailee thereof and the legal title thereto shall be retained by the company as bailor. Notwithstanding delivery and the passing of risk, the legal and beneficial ownership of the goods will remain with the company until the company has received payment in full of :-
(i) all sums payable to the company in relation to the agreement, and
(ii) all other sums payable by the customer to the company when the sums referred to in (i) are paid, in respect of the supply of any other goods or services.
(b) Notwithstanding the terms of (a) above the customer shall be entitled before discharging its obligations to the company to resell the goods or any of them. Upon such re-sale and without derogating from the company's other remedies (including its right to trace) the customer shall hold the proceeds of sale upon trust in a separate account first for the company for an amount equivalent to all sums owed by the customer to the company in relation to the agreement (and all other monies payable by the customer to the company, when those sums are paid, for the supply of any other goods or services). The customer will pay that amount forthwith to the company and will hold any balance in trust for the company.

8. DOCUMENTS & MEDIA etc.
All documents, manuals, disks or other media supplied to the customer or third party shall not be copied, reproduced or communicated without the Company's prior written consent.

9. LOSS OR DAMAGE IN TRANSIT
(a) The company will not be responsible for damage to any of the goods or loss of the goods or part thereof in transit or for any discrepancy between the goods delivered and the contracted goods to the company unless the customer gives written notice of a claim to the company and to the carrier (as appropriate) from which the loss, damage or delay can be substantiated.

10. GUARANTEE

(a) If within 12 calendar months of their being delivered any physical defect in the goods is discovered which is directly due to faulty materials or workmanship, or if a valid claim is made by the customer under Condition 9(a)(i) hereof, the company will at its option remedy the defect or damage by replacement or repair or give credit to the customer.
(b) The guarantee will be subject to the following conditions:-
(i) it will not apply to any defect or damage resulting from any alteration or modification to the goods without the company's prior written consent, incorrect storage, normal wear and tear, overloading, misuse, abnormal conditions of use, incorrect installation by anyone other than the company, maintenance or repair not carried out by the company, use which is not in accordance with the company's instructions, any act or omission of the customer or any third party or any fault in any other goods or equipment.
(ii) the customer must complete and return the company's Returns Authorisation (RA) form in relation to any such defect or damage. If it appears to the Company from the information in the completed form that such defect or damage is covered by the guarantee an RA number will be issued confirming that the goods concerned may be returned, subject to verification by the company after inspection of the goods. RA numbers are valid for 28 days from the date of issue, and if the goods concerned are not returned during that period a new RA number must be requested.
(iii) allegedly defective or damaged goods must be returned to the company carriage paid at its address stated overleaf, with their original packaging and, where applicable all related manuals and accessories as well as a copy of the completed Returns Authorisation form and a valid RA number clearly marked on the outside of the packaging. Any without valid RA number, delivery will be refused.
(iv) the customer must collect any returned goods within 5 days of notification that they are not covered by the guarantee or on written instructions from the customer, the company will dispose of the goods if not collected within 5 days.
(v) the guarantee will apply to goods replaced or repaired under the guarantee for the balance of the original guarantee period.
(vi) unless the company otherwise decides, credit will only be given if the customer notifies the company of the alleged defect or damage within 3 days of the customer's receipt of the goods.