TERMS AND CONDITIONS

1. General

All goods supplied by us are sold only upon the following conditions. The placing of an order for any such goods, or the acceptance of our quotation or tender or of delivery of the goods, includes acceptance of the following conditions. Unless expressly agreed by us in writing any other terms or conditions (including any which may be contained in your order) are excluded. Unless expressly incorporated in our quotation or tender, all descriptions, illustrations, drawings, dimensions, weights, measures, specifications, standards of performance or other descriptive matter or pre‐contractual statements are approximate only and shall not form part of the contract. Our record of any order placed by you verbally shall be conclusive as to the type and quantity of product and the point and date of delivery.

2. Validity

Unless previously withdrawn, our quotation is open for acceptance within the period stated therein or, when no period is so stated, within 30 days after its date, and is subject to written confirmation by us at the time of acceptance. All goods are offered subject to their being available upon receipt of order.

3. Delivery

Unless otherwise specified, the price quoted includes delivery to any premises specified by you within our van delivery area, full details of which are available on request. The risk in all goods passes to you when they first enter those premises or are placed in store under Clause 5. We reserve the right to choose the method of transport, to charge for deliveries outside our van delivery area, and to charge you with all manufacturers’ carriage charges for special items.

4. Delivery Times

Time for delivery shall not be of the essence of the contract unless previously agreed by us in writing. Any dates or times quoted for delivery are to date from receipt by us of your written order and all necessary information to enable us to put the work in hand. Such quoted delivery dates or times are approximate only as we are subject to the manufacturers’ or suppliers’ delivery promises which we pass on to you in good faith. For the avoidance of doubt such delivery dates or times given to you shall not create a contractual obligation to deliver on such date or time and accordingly no liability shall be accepted by us for any claim by you or any third party for direct or consequential loss or damage arising from delay in delivery.

5. Delay in delivery

If we do not receive sufficient forwarding instructions within 14 days after notification that the goods are ready for despatch, you will either take delivery or arrange for storage. Otherwise we shall be entitled to arrange storage on your behalf and at your risk, either at our own works (making a charge of 1½% of the invoice value of the goods per month) or elsewhere. We shall be entitled to payment as if the goods had been duly delivered. All charges for storage insurance or demurrage will be payable by you.

6. Acceptance

Unless you give us written notice within 7 days from the date of delivery that the goods are not in conformity with the contract, you are deemed to have accepted the goods.

7. Passing of Property

Each of the following sub‐clauses 7.1 to 7.6 are separate and severable and shall be enforceable accordingly:

7.1 Notwithstanding delivery, all goods supplied by us will remain our absolute property until you pay in full for them and for all other goods previously supplied by us;

7.2 You will store the goods in such a way that they are readily identifiable as our property, but you may, as trustees for us, sell them to a third party in the normal course of your business;

7.3 Upon any sale by you of the goods (either alone or with other items) all rights which you have against the buyer shall automatically vest in us;

7.4 We shall be entitled immediately after giving notice of our intention to repossess, to enter upon any premises with such transport as may be necessary and repossess any goods to which we have title under this Clause;

7.5 If you incorporate the goods we supply to you into other products with or without materials you already possess or which are supplied to you by third parties the property in such other product will pass to us and you shall store them without charge on our behalf as bailee;

7.6 You shall not be entitled to pledge or in any way charge by way of security any of the goods which remain our property but in the event you do so all moneys owing by you to us shall without prejudice to any other right or remedy available to us forthwith become due and payable.

8. Loss or damage in transit

Any shortage or damage must be clearly stated upon the driver’s Delivery Sheet and a written statement of the facts received at our branch and by the Carrier (if not ourselves) within 3 days after the date of delivery, otherwise no claim will be entertained. The package and contents should be retained for examination. Written notice of any non‐delivery must be received at our branch within 7 days after the date of invoice. Time is of the essence of this clause. Our liability in respect of any claim accepted under this Clause is limited to making up the shortage or replacing any goods proved to have been damaged or lost in transit to the point of delivery, and we accept no liability for any loss or damage suffered by you, whether direct or consequential and howsoever arising.

9. Packing Etc.

Crates, cases, pallets, stillages or skids or other returnable packaging are not included in the quoted price, and will be charged at current rates. You will, however, be credited with the amount charged when it is returned to us in good condition within 14 days of the date of our invoice. Cable drums will be charged in accordance with the makers’ drum schedules.

10. Prices

All goods are sold subject to the prices and any relevant discounts ruling at the time of delivery. Our prices, discount rates and Conditions of Sale may be altered at any time without notice. All discounts and prices are calculated upon a “whole order” or “majority of the order” basis. If, when placing your order you select only certain items or reduced quantities are specified, we must reserve the right to review the discounts and prices at which such orders are accepted.

11. Payment

Payment in full without retention or set‐off shall be due not later than the end of the month following that in which the goods were delivered, or on earlier demand. If you do not comply punctually with these terms of payment we reserve the right to charge you interest on any amount overdue at the rate of 2% over the Royal Bank of Scotland plc base rate current for the time being, and without notice to suspend further deliveries until all arrears (including interest) have been paid and, at our option, to rescind any subsisting contract with you as to all or any parts of future deliveries but without prejudice to any rights already accrued to us under such contracts.

12. Performance

It is your responsibility to determine that the goods are sufficient and suitable for the purpose to which they are to be put. We cannot accept any responsibility either in respect of the installation of any goods or as to the ultimate performance of any product in which the goods may be installed. We shall in no way be liable for any direct or consequential damage, loss or expense arising from any defect or inefficiency caused by the manner in which the goods are used.

13. Defects after delivery

All goods supplied by us are manufactured by others. Accordingly, we shall pass on to you the benefit of the warranty, if any, given by the manufacturer of the goods. Our liability under this Clause shall be in lieu of any warranty or condition implied by law as to the quality or fitness for any particular purpose of the goods, and we shall not be under any liability, whether in contract, tort or otherwise in respect of any goods or loss resulting from such defects or from anything done or omitted in connection with the goods or from any work done in connection therewith.

14. Return of Goods

In no circumstances may goods supplied against a firm order be returned without our prior written consent and the receipt of your advice note stating the reason for the return and the date and number of our invoice. All goods returned must be securely packed and, unless we arrange collection, consigned carriage paid. If we collect we reserve the right to make a handling charge, and the issue of our collection note will not bind us to issue any credit in respect of the goods.

15. Termination

We may without prejudice to our other rights and remedies determine the contract or any unfulfilled part of it or withhold further deliveries or make partial deliveries if:‐

(a) you fail to make payment on the due date under this or any other contract between us;

(b) you purport to cancel or suspend, or commit any breach of, this or any other contract between us;

(c) you become insolvent or make any composition with your creditors or have a receiver appointed of all or any part of your undertaking or assets or go into liquidation (save for the purposes of amalgamation or reconstruction) and we shall be entitled to recover from you all our loss including any loss of profit or loss on re‐sale.

16. Waiver

Any failure by us to enforce any or all these Conditions shall not be construed as a waiver of any of our rights hereunder.

17. Rights of Third Parties

For the avoidance of doubt the provisions of the Contracts (Rights of Third Parties) Act 1999 shall not apply to any term or condition hereof and nothing contained herein shall confer on any third party any benefit or the right to enforce any term or condition hereof.

18. Conditions of Sale

You shall be responsible for the cost of collection, treatment, recovery and environmentally sound disposal of all goods that fall within the scope of the WEEE Directive where you are not the end user.

1. OFFICIAL ORDERS

Goods must only be supplied on receipt of an official Purchase Order Form, signed by our authorised representative, and the Purchase Order must be quoted on all advice and packing notes, invoices and packages.

2. DOCUMENTATION

A. Packing notes must accompany all goods.
B. Invoices must be issued in duplicate submitted to order issuing Profit Centre.

3. ELECTROMAGNETIC COMPATIBILITY

It is a condition of this order that the products you supply conform with the requirements of the electromagnetic compatibility directive and the CE mark is applied to the product or packaging to indicate compliance.

4. WEEE REGULATIONS AND ENVIRONMENTAL COMPLIANCE

It is a condition of this order that you, the Supplier, accept all Producer responsibilities for the goods, as defined by the Waste Electrical and Electronic Equipment Regulations 2006 together with any separate or supplemental implementation of the European Parliament and Council Directive on Waste Electrical and Electronic Equipment whether by Defra, the Department of Environment Northern Ireland or Scottish Executive (together the “WEEE Regulations”). All goods must be appropriately marked and confirm with the WEEE Regulations and all other relevant environmental legislation as at the date of supply.

5. ROHS

It is a condition of this order that you, the Supplier, accept all Produce responsibilities for the goods, as defined by the Restriction of Use of Certain Hazardous Substances in Electrical and Electronic Equipment (RoHS) Regulations 2008 (as amended).

6. RIGHTS OF THIRD PARTIES

For the avoidance of doubt the provisions of the Contracts (Rights of Third Parties) Act 1999 shall not apply to any term or condition hereof and nothing contained herein shall confer on any third party any benefit to the right to enforce any term or condition hereof.

7. DELIVERY

The time of delivery of goods and the rate of deliveries requested by us are of the essence of this order and we reserve the right of alteration or cancellation in the event of failure to deliver at the specified time and rate, together with all consequential rights. The acceptance by us of any quantity of goods smaller than the specified instalment shall not constitute any waiver of right on our part to cancel the balance of the order. We will deduct from amount of invoices any excess costs resulting from your disregard of our forwarding instructions if any. All deliveries must be carriage paid, unless prior agreement has been made. You shall be responsible at all times for providing proof of delivery of goods originals of which proof may be requested by us at any time and which you shall supply forthwith on receipt of such request.

8. PACKAGING

No responsibility can be accepted or payment made in respect of containers, packing cases, packing materials, cables drums, pallets or stillages but every care will be taken to ensure their return, carriage forward. Returnable packing must be shown as such on all documents.

9. ASSIGNMENT OF INTEREST

The order is placed on the condition that you shall not assign it or any interest therein, including any payment due or to become due with respect thereto without our prior written consent.

10. SET-OFF

We shall be entitled at all times to set-off any amount of owing from you to us or any of our associated companies against any amount due or owing to you with respect to this order.

11. REJECTS

We reserve the right to reject at your expense, the whole or part of any consignment in which defective goods may be found. Deliveries made over the quantities ordered may be rejected or accepted at our option and if rejected will be held at your risk and returned carriage forward.

12. PATENTS

You shall hold us fully indemnified against all claims for damages and for all legal and other expenses and all losses due to infringement of patents, devices or processes embodied therein arising from our purchase of goods from you, whether or not we defend any legal proceedings.

13. WARRANTIES

You expressly warrant that all the materials and articles covered by this order or other description or specification furnished by you will be in exact accordance with such order description or specification and free from defects in material and/or workmanship; and notwithstanding the foregoing warranty, all materials and articles covered by this order shall be fit for the purpose and of satisfactory quality. Such warranties shall survive delivery and shall not be deemed waived either by reason of our acceptance of said materials or articles or by payment for them. Any deviation from this order or specifications furnished hereunder, or any other exceptions or alterations must be approved in writing by our authorised representative. You must undertake to replace any defective goods free of charge or credit us with the full purchase price. On request by us you shall supply forthwith a Certificate of Conformity to the relevant British Standard for the item(s) the subject of this order.

14. FORCE MAJEURE

We reserve the right to suspend acceptance of delivery during any period in which our business may be disrupted by strikes, lock-outs or other incidents of whatever kind beyond our control.

15. OWNERSHIP

Ownership of the goods will be vested in us only after delivery in accordance with this order notwithstanding that the goods are collected by our own transport and you will remain responsible to make good loss or damage to the goods howsoever occasioned at any time prior to delivery. This order is based on the condition that is any of the items in it are at some future date reduced in price or discounts to the trade increased, you will provide us with full compensation for the reduction in value of our total stock holding consequent upon and at the date of such price reduction or increase in trade discounts.