1. General

These terms and conditions apply in preference to and supersede any terms and conditions referred to, offered of relied on by the seller weather in negotiation or at any stage in the dealings between the buyer and seller with reference to the goods or services to which the contract relates. Without prejudice to the generality of the forgoing, the buyer will not be bound by any standard or printed terms furnished by the seller in any of its documents, unless the seller specifically states, in writing, separately from such terms that it intends such terms to apply and the buyer acknowledges such notification in writing.

2. Variation

Neither the buyer nor the seller shall be bound by any variation, waiver of, addition to these terms and conditions except as agreed by both parties in writing and signed on their behalf.

3. Specification, Description, Sample

The good or services will be in conformity with the specifications, drawings, samples or other descriptions of the goods or services contained or referred to in the contract.

4. Quality

The goods or services will be of merchantable quality and free from defects in material or workmanship. The buyer or his representative shall be afforded the right to verify at source or receipt that goods or services conform to specification. Verification by the buyer shall not absolve the supplier of the responsibility to provide acceptable goods or services nor shall it preclude subsequent rejection.

5. Fitness For Purpose

If the purpose for which the goods are required is made known to the seller expressly or by implication the goods shall be fit for that purpose.

6. Patents

The seller shall indemnify the buyer from and against all costs, claims, proceedings or demands in respect of any infringements of letters patent, registered design, trade marks or copyright arising out of the sale or use of any goods supplied under the contract, provided always that the seller shall not be required to indemnify the buyer against such infringements where the goods are supplied to the particular design or specification of the buyer.

7.  Price

The price stated in the purchase order or quotation.

8. Payment

The buyer shall pay for goods or services 30 days from receipt of goods or services, or from receipt of invoice , whichever is the later.

9. Delivery

The goods must be delivered carriage paid to such destination as the buyer may direct.

10. Risk

The goods will be delivered at the sellers risk.

11. Time

The time stipulated for delivery shall be of the essence.

12. Property

The property in the goods shall pass to the buyer when the goods have been delivered to the buyer.

13. Force Majeure

Neither the seller nor the buyer shall be liable to the other for any failure to fulfill its obligations under the contract if such failure is caused by circumstances beyond its reasonable control.

14. Rejection

If any of the goods, or the packages containing the same, do not comply with the order or with any term of the contract including quantity, quality or description , the buyer shall be entitled to reject those goods or any part of them at any time after delivery, irrespective of weather the buyer has accepted them. Any acceptance of such goods by the buyer shall be without prejudice to any rights that the buyer may have against the seller. The buyer shall be entitled to return any rejected goods, carriage forward, to the seller at the risk of the seller.

15. Non-Delivery

If the seller does not deliver the goods or services or any part thereof within the time specified in the contract, the buyer shall be entitled to terminate the contract, purchase of other goods or services of the same or similar description to make good such default, and to recover from the seller the amount by which the cost of so purchasing other goods or services exceeds the price which would have been payable to the seller in respect of the goods or services replaced by such purchase, without prejudice to any other remedy for breach of contract.

16. Indemnity

The seller shall indemnify the buyer against all claims, cost, expense, loss or damage whether direct or consequential which the buyer may suffer howsoever arising from the seller’s breach of any of its obligations under the contract.

18. Law

The contract shall be deemed to have been made in England and the parties to the contract hereby submit to the jurisdiction of the English Courts. English law shall be the proper law of the contract.