1.INTERPRETATION

1.1 In these Conditions:-

“Buyer” means the person, firm or company placing an Order for Goods with the Seller;

“Conditions” means the standard terms and conditions of sale set out in this document and includes any special conditions agreed in writing between the Buyer and the Seller;

“Contract” means an Order for Goods which, if accepted by the Seller, will together with these Conditions, form the contract;

“Ex Works” means "ex works" as defined in the edition of the rules for interpretation of trade terms known as Incoterms current as at the date of the Order;

“Force Majeure” means any cause inhibiting or preventing the Seller from performing any or all of its obligations which arises from or is attributable to acts, events, omissions or accidents beyond the reasonable control of the Seller; including, but not limited to, strikes, lock-outs or other industrial disputes (whether involving the workforce of the party so prevented or of any other party); acts of God, pandemic, explosion, riot, civil commotion; death of royalty; malicious damage; damage, destruction or denial of access to premises; governmental actions, compliance with any law or governmental order, rule, regulation, direction or requirement; the effect of import or export regulation; accident, fire, flood, or storm or other natural disaster or default of suppliers or sub-contractors; war, civil war, national emergency, armed conflict or terrorist attack; nuclear, chemical or biological contamination or sonic boom or by reason of any act done or not done pursuant to a trade dispute or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials or labour or breakdown of machinery;

“Goods” means the goods which are the subject of an Order;

“Group of Companies” means the group of companies comprising the Buyer or the Seller (as the case may be) and all companies which are from time to time its subsidiaries, holding companies or subsidiaries of such holding companies ("subsidiary" and "holding company" to have the meaning ascribed thereto in the Companies Act 2006);

“Order” means an order placed by the Buyer on the Seller for the supply of Goods (as amended from time to time in or accordance with these Conditions);

“Price” means the price quoted by the Seller to the Buyer for the Goods (as adjusted from time to time in accordance with these Conditions);

“Seller” means the company which has provided a quote and/or upon which an Order is placed; and

“Warranty Period” means a period of 12 months from the date of Delivery of Goods.

2. FORMATION OF CONTRACT

2.1 All quotations, offers and tenders are made and all Orders are accepted by the Seller subject to these Conditions. Except as otherwise provided in these Conditions, all other terms, conditions or warranties are excluded from any contract between the Seller and the Buyer unless expressly accepted in writing by the Seller (order acknowledgements do not constitute such acceptance). For the avoidance of doubt, any conditions of purchase submitted at any time by the Buyer shall not apply to this or any other Contract and any failure by the Seller to challenge any such conditions of purchase shall not imply acceptance by the Seller.

2.2 If there is a conflict between these Conditions and any other terms of the Seller's quotation, offer, tender or acknowledgement of Order, such other terms shall prevail (to the extent of the conflict only).

2.3 Unless otherwise stated therein/all quotations given by the Seller shall be available for acceptance by the Buyer for a maximum period of 30 days from issue and may be withdrawn by the Seller at any time by written or oral notice.

2.4 An Order given by the Buyer is not binding on the Seller until accepted in writing or until the Seller makes Delivery under that Order (whichever occurs first).

2.5 Any statement or representation by the Seller its servants or agents upon which the Buyer wishes to rely must be set out in writing. Any statement or representation which is not so confirmed in writing is followed or acted upon entirely at the Buyer’s own risk.

2.6 Unless specifically agreed to the contrary, all trade terms shall be interpreted in accordance with the version of the Incoterms applicable as at the date of the Order.

2.7 The Seller shall be entitled to cancel an Order at any time by serving notice in writing on the Buyer if it does not receive, on request, satisfactory (in the Seller's sole opinion) credit references in relation to the Buyer. If the Seller cancels an Order pursuant to this Clause 2.7 it shall have no liability whatsoever for any liabilities, losses, damages, costs or expenses whatsoever incurred, suffered or paid by the Buyer as a result of or in connection with such cancellation.

3. PRICE

3.1 The price for the Goods shall (subject to Clause 2.3) be the price quoted by the Seller or where no price has been quoted or a quoted price is no longer valid, the price listed on the Seller's standard UK price list current at the date of the Order ("Price").

3.2 Unless otherwise agreed in writing, all Prices are quoted net Ex-Works exclusive of VAT and any other taxes, duties or levies payable in respect of the Goods. If the Seller agrees to Deliver the Goods otherwise than at its own premises, the Buyer shall pay all transportation and insurance costs and other charges incurred by the Seller in making or arranging such Delivery.

3.3 Where the Seller Delivers or arranges Delivery of the Goods, the Buyer shall be liable to the Seller for carriage costs and any demurrage costs incurred by the Seller if vehicles are unduly delayed at the place of Delivery.

3.4 Notwithstanding Clause 2.3, the Seller reserves the right to make reasonable adjustments to the Price at any time by giving the Buyer 14 days written notice in the event of any increases in the cost of labour or changes in the timescales for Delivery of the Goods, , quantities or specifications for the Goods requested by the Customer or any other changes affecting the cost of supplying the Goods which are beyond the reasonable control of the Seller (including, but not limited to, any foreign exchange fluctuation, currency regulation or alteration of duties).

3.5 The Seller reserves the right at any time prior to Delivery to increase the Price to reflect any increase in material and overhead costs to the Seller which is due to any factor beyond the control of the Seller. The Seller shall notify the Buyer as soon as reasonably practicable after such increase in the Price and shall allow the Buyer a period of not more than 14 days to decide whether or not they wish to proceed with the Order in light of the increased Price.

4. PAYMENT

4.1 The Seller shall (subject to Clause 4.8 and 4.9) be entitled to submit its invoice to the Buyer upon receipt of the Order or at any time afterwards, and these shall be payable by the Buyer in full in cleared funds by the earlier of (1) two working days prior to the date of Delivery, and (2) 30 days from the date of the invoice.

4.2 Where Goods are Delivered by instalments the Seller may invoice each instalment separately and the Buyer shall pay such invoices in accordance with these Conditions.

4.3 Subject to Clauses 4.8 and 4.9, if the Seller has agreed in writing in advance to extend the Buyer any terms of credit in respect of the supply of the Good all invoices shall be due and payable in full in cleared funds 30 days from the date of the invoice. In such circumstances, the Seller shall be entitled to submit its invoice to the Buyer upon Delivery of the Goods or at any time afterwards except that, where Delivery has been postponed at the request of or by the default of the Buyer, the Seller may submit its invoice at any time after the Goods are ready for Delivery or would have been ready in the ordinary course but for the Buyer's request or default.

4.4 Time for payment of the Price is of the essence of the Contract.

4.5 Unless the invoice states otherwise, the currency of payment shall be in pounds sterling (GBP).

4.6 The Buyer shall not be entitled to make any withholdings or deductions from amounts due to the Seller or exercise any rights of set-off.

4.7 If the Buyer fails to make any payments by the due date, the Seller shall be entitled, without prejudice to any other right or remedy it may have under these Conditions or otherwise, to do all or any of the following:-

4.7.1 to suspend any or all further deliveries under the Contract and under any other contract or contracts in existence between the Seller and the Buyer without notice;

4.7.2 to charge interest on a daily basis (after as well as before judgement) on any amount outstanding at the rate of four percent (4%) above the base rate of Lloyds TSB plc in force at the time payment was due, such interest being charged as a separate, continuing obligation not merging with any judgment together with any statutory debt recovery costs;

4.7.3 to serve notice on the Buyer requiring immediate payment for all Goods supplied by the Seller under this and all other contracts with the Buyer whether or not payment is otherwise due;

4.7.4 to sue for all outstanding amounts (regardless of whether title in the Goods has passed to the Buyer).

4.8 For supplies to a Buyer outside of the jurisdiction in which the Seller is incorporated, the Seller shall be entitled to require that payment is made by irrevocable letter of credit confirmed with a UK clearing bank approved by the Seller prior to the date of Delivery of Goods.

4.9 All payments payable to the Seller under the Contract shall become due immediately on its termination despite any other provision.

4.10 Supplies to export houses may be zero rated for VAT purposes provided that all relevant conditions and requirements from time to time in force are satisfied. If the export house fails to provide satisfactory proof of export within one month (or other requisite period) of the time of supply or otherwise to comply with all relevant conditions and requirements for zero rating, the Seller shall be entitled to invoice and receive payment of VAT at the rate in force at the time of supply and payment shall be due on the later of the date of such invoice and the due date for payment of the price for the Goods.

4.11 No disputes arising under this Contract shall serve to permit payment by the Buyer of sums due to the Seller to be delayed or withheld nor shall disputes interfere with prompt payment in full. The Buyer shall not in any circumstances be entitled to make any deduction from sums owing to the Seller by reason of any such dispute.

5. DELIVERY

5.1 Unless otherwise agreed in writing by the Seller, delivery of the Goods shall be deemed to be made by release of the Goods to the Buyer or the Buyer's servants or agents at the Seller's premises regardless of whether the Seller has specifically agreed in writing to arrange transport for the Goods ("Delivery").

5.2 All dates and periods for Delivery are estimated, do not constitute fixed times for Delivery by the Seller. The Seller will seek to achieve any agreed times for Delivery of Goods but all such Delivery times are not guaranteed. The Buyer shall have no right to damages or to cancel the Contract for any failure to meet any Delivery time stated nor shall the Buyer be entitled to make, or to purport to make, time for Delivery of the essence of the Contract. Unless otherwise expressly agreed in writing by the Seller, the Seller shall not be liable for any liabilities, damages, losses, costs or expenses whatsoever as a result of or in connection with the failure by the Seller to meet any Delivery times specified in the Order or subsequently set by agreement in writing between the authorised representatives of the Seller and the Buyer.

5.3 Notwithstanding Clause 5.2, the Buyer shall be obliged to collect the Goods or take Delivery of the Goods on the date or within the period stated in the Order or in any delivery schedule notified to the Buyer by the Seller from time to time. If no Delivery date or period is stated the Buyer shall be obliged to accept Delivery of the Goods one (1) month after the issue of notice in writing by the Seller notifying the Buyer that the Goods are available for collection by the Buyer or its carrier at the Seller's premises. Failure by the Buyer to collect the Goods or take Delivery as set out in this clause shall entitle the Seller to terminate the Contract (such right is without prejudice to any other rights and remedies available to the Seller) whether expressly provided for in these Conditions or implied by any rule of law.

5.4 The date for Delivery of Goods shall in every case be dependent upon prompt receipt of all necessary information, final instructions or approvals from the Buyer and in the event of the Buyer delaying in providing any such information, the time for Delivery shall be extended accordingly.

5.5 The Seller may deliver Goods in instalments in which case each instalment and Delivery shall be treated as a separate Contract governed by these Conditions. No delay or failure in the Delivery of any one or more instalment of Goods or any defect therein or any claim by the Buyer in respect thereof shall entitle the Buyer to terminate the remaining Contracts.

5.6 The Seller will endeavour to comply with any reasonable requests by the Buyer for postponement of Delivery of the Goods but shall be under no obligation to do so. Where Delivery of Goods is postponed, otherwise than due to default by the Seller, then without prejudice to all other rights and remedies available to the Seller, the Buyer shall pay all liabilities, costs and expenses incurred by the Seller as a result of any such delays (including but not limited to any charges for storage and transportation of the Goods).

5.7 The Seller shall not be obliged to give notice to the Buyer to enable the Buyer to insure the Goods during transit. Release of the Goods at the Seller's premises shall constitute Delivery to the Buyer and the Seller shall not be required to make any contract with the carrier on behalf of the Buyer. The Seller shall not be responsible for any loss or damage to the Goods in the course of transit.

5.8 The Seller shall not be liable for any non-delivery of Goods or shortages in deliveries of Goods (howsoever caused) unless written notice is given by the Buyer to the Seller and, where applicable, the carrier within 7 days of the date when the Goods would, in the ordinary course of events, have been received.

5.9 Any liability of the Seller for any shortages in Delivery or any non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note in respect of the non-delivered Goods or the shortfall in the Delivery of the Goods.

5.10 Where applicable, the Seller shall endeavour to obtain an export licence to enable to the Goods to be exported from the United Kingdom. The Buyer shall be responsible for supplying an original end user certificate and/or copy of import licence and all other relevant documents as may be reasonably requested by the Seller in support of application by the Seller for the issue of the export licence. In the event that the Seller is unable to obtain an export licence, the Seller shall not be in breach or otherwise be held liable for non-performance of the Contract.

5.11 The Buyer shall be responsible for obtaining all consents necessary for the import of the Goods into the country of destination.

5.12 The Buyer shall indemnify the Seller and shall keep the Seller indemnified against any and all liabilities, costs and expenses of any nature incurred or suffered by the Seller directly or indirectly arising by reason of the Buyer's breach of Clauses 5.10 and 5.11 above.

5.13 Except as otherwise expressly agreed by the Seller in writing in advance, the Goods will be delivered to the Buyer by the Seller Ex Works the Seller's premises and the Buyer shall provide at the Seller's premises and at its expense adequate and appropriate equipment and manual labour for loading the Goods.

5.14 The Buyer shall (and shall procure that its sub-contractors and agents):

5.14.1 observe the works rules and safety regulations applicable to the Seller's premises; and

5.14.2 indemnify and keep the Seller indemnified in full against all and any direct, indirect or consequential liabilities (all three of which terms include without limitation loss of profit, loss of business, depletion of goodwill and like loss), losses, claims, damages, costs and expenses (including all legal and other professional expenses) awarded against or incurred or paid by the Seller as a result of or in connection with any death or personal injury to the Seller's employees or agents while such employees or agents are on any premises of the Seller in connection with the Contract.

6. RISK AND TITLE

6.1 Unless otherwise agreed between the Seller and the Buyer in writing, risk shall pass to the Buyer (so that the Buyer is responsible for all loss, damage or deterioration of the Goods) at the time when the Goods are released at the premises of the Seller or would, had the Buyer (or its carrier) collected the Goods on the correct date, have been released by the Buyer.

6.2 Title to the Goods shall not pass to the Buyer until either:

6.2.1 the Seller has received in cash or cleared funds all monies payable (whether or not due) to the Seller, including any default interest:- (a) under this and any other contracts whenever made between the Seller and the Buyer including but not limited to contracts made after this Contract; and (b) under all contracts between the Seller and any company within the same Group of Companies as the Buyer; or

6.2.2 when the Seller serves on the Buyer notice in writing specifying that title in the Goods or any part thereof has passed to the Buyer.

6.3 The Seller may recover Goods in respect of which title has not passed to the Buyer at any time and the Buyer irrevocably licences the Seller, its officers, employees and agents to enter upon any premises of the Buyer, with or without vehicles, for the purpose either of satisfying itself that Clause 6.4 below is being complied with by the Buyer or of recovering any Goods in respect of which title has not passed to the Buyer.

6.4 Until title to the Goods has passed to the Buyer under these Conditions:-

6.4.1 the Buyer shall possess the Goods as fiduciary agent and bailee of the Seller. The Buyer shall store the Goods separately from other goods, shall ensure that they are clearly identifiable as belonging to the Seller and shall ensure that they are fully insured on an all risks basis;

6.4.2 the Buyer shall not sell, offer to sell, assign, underlet, pledge, mortgage, charge, encumber or part with possession of the Goods or any interest in the Goods nor create or allow to be created over the Goods any lien; and

6.4.3 the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller, and if the Buyer fails to do so within a reasonable period of time, the Seller shall be entitled to enter upon the Buyer's premises or any third party's premises and recover and/or dispose of the Goods. For the avoidance of doubt, the Buyer shall make no claim against the Seller in respect of any such entry or disposal. 

6.5 The Buyer's right to possession of the Goods shall terminate immediately if:

6.5.1 the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or

6.5.2 the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Seller and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or

6.5.3 the Buyer encumbers or in any way charges any of the Goods.

6.6 If the Seller repossesses the Goods pursuant to this Clause 6, the relevant Order which relates to those Goods shall be treated as discharged in full with immediate effect and the Seller grant to the Buyer a valid VAT credit note in respect of the price or any part thereof that had previously been invoiced to the Buyer but not paid in respect of those Goods. For the avoidance of doubt, the Seller and the Buyer agree to take all reasonable steps to procure that the credit note has effect for the purposes of crediting the VAT originally charged following the subsequent repossession of the Goods.

6.7 On termination of the Contract, howsoever caused, the Seller's (but not the Buyer's) rights contained in this Clause 6 shall remain in effect. 6.8 Nothing in this Clause 6 shall be construed as preventing the Buyer from dealing with the Goods in the ordinary course of its business.

7. CANCELLATION

7.1 The Seller shall not be obliged to accept any cancellation or amendment of Orders by the Buyer. If the Seller exercises its discretion to accept any such cancellation, it will only do so on the condition that the Buyer will indemnify the Seller and keep the Company indemnified in full against all and any direct, indirect or consequential liabilities (all three of which terms include without limitation loss of profit, loss of business, depletion of goodwill and like loss), losses, claims, damages, costs and expenses (including all legal and other professional expenses) awarded against or incurred or paid by the Seller up to the time of cancellation or amendment.

7.2 Goods returned to the Seller without the Seller's prior written consent will not be accepted for credit.

8. SPECIFICATIONS AND INTELLECTUAL PROPERTY

8.1 The Seller reserves the right to make changes in dimensions or other specifications of the Goods as are required to conform to applicable standards or laws or are otherwise within reasonable limits having regard to the nature of the Goods. Dimensions specified by the Seller are to be treated as approximate only unless it is specifically agreed in writing that exact measurements are required.

8.2 Any illustrations, performance details, literature and all other data (including data in machine readable format) provided by the Seller are provided for general guidance only. No such information or data shall form part of the Contract and the Seller shall have no liability whatsoever for any such information and data provided to the Buyer.

8.3 All know-how and intellectual property in the Goods and the manufacturing processes and the sourcing of any materials shall belong to the Seller and shall remain the Seller's sole and exclusive property.

8.4 All drawings, documents, specifications, confidential records and any other information supplied by or on behalf of the Seller, whether produced by itself or a third party, are supplied on the express understanding that all intellectual property rights (including, but not limited to, copyright) are reserved to the Seller (or the third party) and that the Buyer shall not, without the prior written consent of the Seller, give away, loan or sell any drawings, documents, specifications, confidential records or other information or extracts from them or copies of them or use them in any way except in connection with the Goods in respect of which they are issued. If so requested by the Seller, all such drawings, documents, confidential records, specifications and other information (and all copies of the same) shall be immediately returned to the Seller upon termination of the Contract.

9. WARRANTY AND LIABILITY

9.1 The Seller warrants that, for the Warranty Period, the Goods will be free from defects arising as a result of faulty design, workmanship or materials.

9.2 Subject to the remaining provisions of this Clause 9, the Seller shall not be liable for breach of the warranty in Clause 9.1 unless:-

9.2.1 the Buyer gives written notice of the defect in the Goods to the Seller (and if the defect is as a result of damage in transit, to the carrier) and supplies the Seller with evidence which supports its claim in respect of the relevant Goods, within 7 days of:-

(a) the date of Delivery of the Goods (where the defect would be apparent to the Buyer upon a reasonable inspection); or

(b) the date when the Buyer knew or ought reasonably to have known of the defect in the Goods (where the defect would not be apparent to the Buyer upon a reasonable inspection); and

9.2.2 the Seller is given a reasonable opportunity after receiving the notice to examine such Goods (or a sample thereof) and the Buyer (if asked to do so by the Seller) returns such Goods (or a sample thereof) to the Seller for the examination to take place.

9.3 The Seller shall not be liable for a breach of the warranty in Clause 9.1 if:-

9.3.1 the defect in Goods arises because the Buyer failed to follow the Seller's oral or written instructions as to the storage, installation use or maintenance of the Goods or (if there are none) good trade practice; or

9.3.2 the Buyer alters, interferes with, or repairs such Goods without the prior written consent of the Seller; or

9.3.3 the defect in the Goods arises from any instruction or specification given by the Buyer; or

9.3.4 the Buyer makes any further use of such Goods after giving notice pursuant to Clause 9.2.1.

9.4 If the Buyer makes a valid claim against the Seller based on a defect in the quality of the Goods and provides satisfactory evidence to the Seller (in the Seller's sole opinion), the Seller shall, at its option either repair or replace such Goods (or the defective part) or, if the Goods are returned to the Seller, refund the Price of the Goods in question (or a reasonable part thereof (determined by the Seller in its sole discretion) if the Goods are retained by the Buyer).

9.5 If the Seller complies with Clause 9.4 it shall have no further liability for a breach of the warranty in Clause 9.1 in respect of the quality of the Goods.

9.6 Any Goods replaced will belong to the Seller and any repaired or replacement Goods will be warranted on these Conditions for the unexpired portion of the original Warranty Period.

9.7 If the Buyer makes a valid claim against the Seller based on a defect in the quality of the Goods and the Seller has taken any steps under Clause 9.4, the Buyer shall (unless otherwise agreed with the Seller) return to the Seller, at the Seller's cost, the Goods giving rise to such claim and which have been repaired or replaced by the Seller or in respect of which the Seller has provided a refund.

9.8 The obligations stated above represent the Seller's quality commitments. All warranties, conditions and other terms which may otherwise be implied by statute or common law are excluded to the fullest extent permitted by law.

9.9 The benefit of Clause 9.1 shall only extend to Goods not manufactured by the Seller to the extent that the Seller has equivalent recourse against the manufacturer or supplier thereof.

9.10 The Seller does not exclude liability arising under Section 12 of the Sale of Goods Act 1979 or for death or personal injury caused by its negligence or for fraudulent misrepresentation or for any matter which it would be illegal for the Seller to exclude or attempt to exclude its liability.

9.11 Notwithstanding any other provision of these Conditions but without prejudice to Clause 9.10, the Seller shall not have any liability to the Seller whatsoever and whether arising in contract, tort (including negligence), breach of statutory duty or otherwise for any:-

9.11.1 loss of profit (whether direct or indirect);

9.11.2 loss of anticipated savings (whether direct or indirect);

9.11.3 loss of business (whether direct or indirect);

9.11.4 loss of opportunity (whether direct or indirect); 9.11.5 loss or damage to goodwill (whether direct or indirect);or

9.11.6 any indirect, special or consequential losses or damages.

9.12 Subject to Clause 9.10 and without prejudice to Clause 9.11, the Seller's maximum total liability to the Buyer, whether in respect of one claim or a series of related claims and whether arising in contract, tort (including but not limited to negligence), misrepresentation, breach of statutory duty, restitution or otherwise, will be limited to and will in no circumstances whatsoever exceed the Price in respect of the relevant "batch" of Goods giving rise to the Seller's liability.

9.13 The parties accept that the allocation of liabilities and risk between the parties as effected by these Conditions and in particular by Clause 9 has been evaluated in accordance with the entire framework of these Conditions taking into account such matters as the nature of the Goods and the Price. The parties also acknowledge that any change to the agreed allocation of liabilities and risk as set out in these Conditions would in turn require a renegotiation of these Conditions (including the Price) and accordingly that such allocation of liabilities and risk is reasonable as between the parties in all the circumstances as at the date of the Contract.

9.14 The Buyer shall indemnify and keep the Seller indemnified in full against all and any direct, indirect or consequential liabilities (all three of which terms include without limitation loss of profit, loss of business, depletion of goodwill and like loss), losses, claims, damages, costs and expenses (including all legal and other professional expenses) awarded against or incurred or paid by the Seller as a result of or in connection with any breach of the Contract by the Buyer.

10. TERMINATION

10.1 The Seller shall (without prejudice to any rights or remedies available to the Seller) be entitled to terminate a Contract (in whole or part) and/or to suspend Delivery and/or to receive upon demand payment of all monies payable under any such contracts whether or not otherwise due, without liability if:-

10.1.1 the Buyer or any member of the Buyer's Group of Companies becomes bankrupt or subject to an administration order or shall be deemed to be unable to pay its debts for the purposes of Section 123 of the Insolvency Act 1986 or ceases of threatens to cease to carry on business; or

10.1.2 the Buyer or any member of the Buyer's Group of Companies shall enter into an arrangement (including, but not limited to, a company voluntary arrangement pursuant to the Insolvency Act 1986 or any other composition or scheme or arrangement) with or for the benefit of its creditors or if a resolution shall be passed or proceedings shall be commenced for the administration or liquidation of the Buyer or any member of the Buyer's Group of Companies (other than for a voluntary solvent winding up for the purposes of reconstruction or amalgamation); or

10.1.3 if a receiver or manager shall be appointed of all or any part of the Buyer's assets or undertaking or the assets or undertaking of any member of the Buyer's Group of Companies; or

10.1.4 an encumbrancer takes possession or a receiver or administrative receiver or similar officer is appointed of any of the property or assets of the Buyer; or

10.1.5 if anything analogous to the foregoing occurs under the laws of any jurisdiction or if the Seller reasonably anticipates that any of the foregoing events are likely to occur; or

10.1.6 the Seller reasonably believes that any of the events mentioned above or any equivalent or similar event under any relevant laws to which the Buyer or any connected person is subject has or may occur;

10.1.7 the Buyer commits, or allows to be committed, any breach of the Contract.

10.2 In the event of termination (howsoever arising) all amounts owing to the Seller shall become immediately due and payable including, for the avoidance of doubt, the Price for all Goods supplied.

11. EXCUSABLE DELAYS

11.1 If the Seller is prevented or delayed in the performance of any of its obligations under any Contract by Force Majeure, the Seller shall forthwith serve notice in writing on the Buyer specifying the nature and extent of the circumstances giving rise to Force Majeure, and shall, subject to service of such notice and having taken all reasonable steps to avoid such prevention or delay, have no liability in respect of the performance of such of its obligations as are prevented by the Force Majeure events during the continuation of such events, and for such time after they cease as is necessary for the Seller, using all reasonable endeavours, to recommence its affected operations in order for it to perform its obligations. It is acknowledged that some Force Majeure events will render the Seller unable to perform the contract e.g. the taking of action against the Seller by a governmental or regulatory authority which requires the Seller’s withdrawal from the Contract. If such a Force Majeure event occurs which requires Seller’s withdrawal from the contract the Seller will notify the Buyer in writing and within 30 days of such a notice the Buyer will make payment for any goods delivered pursuant to the Contract prior to the withdrawal and will release Seller from all performance bonds and the Seller shall have no further liability to the Buyer in respect of the contract.

12. HEALTH & SAFETY

12.1 The Buyer agrees to pay due regard to any information supplied by the Seller relating to the use for which the Goods are designed or have been tested or concerning conditions necessary to ensure that they will be safe and without risk to health at all times when they are being set, used, cleaned, serviced or maintained by any person at work and the Buyer undertakes to take such steps as may be specified by such information or otherwise necessary to ensure that as far as is reasonably practicable the Goods will be safe and without risk to health at all times as mentioned above.

13. COMPLIANCE

13.1 The Buyer shall comply with all relevant anti-corruption legislation in connection with the Contract and the Seller’s business and shall immediately notify the Seller if it discovers or suspects that any of its officers, directors, employees or representatives are acting or have acted in a way which violates such legislation.

13.2 The Buyer acknowledges that the Seller has a code of responsible business (the “IMI Way”) which is available at www.imiplc.com and the Buyer shall, at all times, conduct, and procure that its officers, directors, employees and/or representatives conduct, business ethically and in accordance with the relevant provisions of IMI Way. This clause shall apply whether or nor the Buyer is acting pursuant to the Contract or its relationship with the Seller.

13.3 The Buyer agrees that it must be able to demonstrate its compliance with the requirements referred to in this clause 13 at the request of and to the satisfaction of the Seller which includes, but is not limited to, the Seller having the right to inspect any site involved in work for the Seller. If the Buyer fails to comply with this clause 13, the Seller shall be entitled, in its sole discretion, to terminate this Contract and any other agreements between the Buyer and the Seller without penalty to the Seller, but with obligations for the Buyer to remedy any damages suffered by the Seller as a result of such termination or as a result of the breach of Contract pursuant to clause 9.13.

14. GENERAL

14.1 The Contract is between the Company and the Customer as principals; the Buyer shall not be entitled to assign the benefit or burden of any Contract without the prior written consent of the Seller.

14.2 In the case of any Order for the export of Goods, the Schedule to the Uniform Law on International Sales Act 1967 shall not in any circumstances apply to the Contract and neither shall the limits imposed by the Unfair Contract Terms Act 1977 on the extent to which liability can be excluded or limited.

14.3 If any provision of these Conditions shall be held invalid or unenforceable in whole or in part, then the unaffected provisions shall remain in full force and effect.

14.4 Any failure to exercise or any delay by the Seller in exercising a right or remedy provided by this Contract or at law or in equity will not constitute a waiver of the right or remedy or a waiver of any other rights or remedies. A waiver of a breach of any of the terms of the Contract or of a default under these Conditions will not constitute a waiver of any other breach or default and will not affect the other terms of the Contract.

14.5 The Buyer shall keep as confidential all information disclosed to it by or on behalf of the Seller which could reasonably be considered as confidential. This shall include, but not be limited to, all information disclosed by the Seller which relates to manufacturing processes and know-how, sourcing information and all information relating to the Seller's business which is not in the public domain. The Buyer shall not use any information so provided other than to enable it to perform its obligations under the Contract. All such information (and all copies thereof) shall be immediately returned to the Seller upon termination of the Contract.

14.6 Without prejudice to the rights of any member of the Seller's Group of Companies, a person who is not a party to the Contract (a "third party") shall have no rights pursuant to the Contracts (Rights of Third Parties) Act 1999 (the "Act") to enforce any Contract. Any right or remedy of a third party which exists or is available apart from the Act is not affected.

14.7 All notices to be served by the Buyer on the Seller shall only be valid if addressed to the Managing Director of the Seller.

14.8 No variation of the Contract will be valid unless it is in writing and signed by or on behalf of each of the parties.

14.9 The Buyer shall not be entitled to hold itself as an agent or representative of the Seller nor shall the Buyer be entitled, in any way, to bind the Seller without the prior written consent of the Seller (any such consent to be signed by a director of the Seller).

14.10 The Contract and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales. The parties irrevocably agree for the exclusive benefit of the Seller that the courts of England and Wales will have jurisdiction over any claim or matter arising under or in connection with this Contract and that accordingly, any proceedings by or against the Seller in respect of any such claim or matter may be brought in such courts. However, nothing in this Clause 14.11 will limit the right of the Seller to take proceedings against the Buyer in any other court of competent jurisdiction.