Page 0098

The buyer's attention is in particular drawn to the provisions of condition 12.4.

1. INTERPRETATION

1.1 The definitions and rules of interpretation in this condition apply in these conditions.

Buyer: the person, firm or company who purchases the Goods from the Company.

Company: Specialised Welding Products Limited (company number: 02573967) whose registered

office is at Unit 1, Farringdon Industrial Estate, Farringdon, Alton, Hampshire GU34 3DD.

Contract: any contract between the Company and the Buyer for the sale and purchase of the Goods,

incorporating these conditions.

Delivery Point: the place where delivery of the Goods is to take place under condition 4.

Goods: any goods agreed in the Contract to be supplied to the Buyer by the Company (including any

part or parts of them).

1.2 A reference to a particular law is a reference to it as it is in force for the time being taking account

of any amendment, extension, application or re-enactment and includes any subordinate legislation

for the time being in force made under it.

1.3 Words in the singular include the plural and in the plural include the singular.

1.4 A reference to one gender includes a reference to the other gender.

1.5 Condition headings do not affect the interpretation of these conditions.

2. APPLICATION OF TERMS

2.1 Subject to any variation under condition 2.3 the Contract shall be on these conditions to the

exclusion of all other terms and conditions (including any terms or conditions which the Buyer

purports to apply under any purchase order, confirmation of order, specification or other document).

2.2 No terms or conditions endorsed on, delivered with or contained in the Buyer's purchase order,

confirmation of order, specification or other document shall form part of the Contract simply as a

result of such document being referred to in the Contract.

2.3 These conditions apply to all the Company's sales and any variation to these conditions and any

representations about the Goods shall have no effect unless expressly agreed in writing and signed

by Jeremy Packer of the Company. The Buyer acknowledges that it has not relied on any statement,

promise or representation made or given by or on behalf of the Company which is not set out in the

Contract. Nothing in this condition shall exclude or limit the Company's liability for fraudulent

misrepresentation.

2.4 Each order or acceptance of a quotation for Goods by the Buyer from the Company shall be deemed

to be an offer by the Buyer to buy Goods subject to these conditions.

2.5 No order placed by the Buyer shall be deemed to be accepted by the Company until a written

acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Goods

to the Buyer.

2.6 The Buyer shall ensure that the terms of its order and any applicable specification are complete

and accurate.

2.7 Any quotation is given on the basis that no Contract shall come into existence until the Company

despatches an acknowledgement of order to the Buyer. Any quotation is valid for a period of 30

days only from its date, provided that the Company has not previously withdrawn it and unless

otherwise stated.

3. DESCRIPTION

3.1 The quantity and description of the Goods shall be as set out in the Company's quotation or

acknowledgement of order.

3.2 All samples, drawings, descriptive matter, specifications and advertising issued by the Company

and any descriptions or illustrations contained in the Company's catalogues or brochures are issued

or published for the sole purpose of giving an approximate idea of the Goods described in them.

They shall not form part of the Contract and this is not a sale by sample.

4. DELIVERY

4.1 Delivery of the Goods shall take place at the Company's place of business, or if some other place for

delivery is agreed in writing by the Company, by the Company delivering the Goods to that place.

4.2 Any dates specified by the Company for delivery of the Goods are intended to be an estimate and

time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery

shall be within a reasonable time.

4.3 Subject to the other provisions of these conditions the Company shall not be liable for any direct,

indirect or consequential loss (all three of which terms include, without limitation, pure economic

loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages,

charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if

caused by the Company's negligence), nor shall any delay entitle the Buyer to terminate or rescind

the Contract unless such delay exceeds 180 days.

4.4 If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for

delivery, or the Company is unable to deliver the Goods on time because the Buyer has not provided

appropriate instructions, documents, licences or authorisations:

(a) risk in the Goods shall pass to the Buyer (including for loss or damage caused by the

Company's negligence);

(b) the Goods shall be deemed to have been delivered; and

(c) the Company may store the Goods until delivery, whereupon the Buyer shall be liable for all

related costs and expenses (including, without limitation, storage and insurance).

4.5 The Buyer shall provide at the Delivery Point and at its expense adequate and appropriate

equipment and manual labour for loading the Goods.

4.6 If the Company delivers to the Buyer a quantity of Goods of up to 20% more or less than the quantity

accepted by the Company, the Buyer shall not be entitled to object to or reject the Goods or any of

them by reason of the surplus or shortfall and shall pay for such goods at the pro rata Contract rate.

4.7 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate

contract and failure by the Company to deliver any one or more instalments in accordance with

these conditions or any claim by the Buyer in respect of any one or more instalments shall not

entitle the Buyer to treat the Contract as a whole as repudiated.

Terms & Conditions

5. NON-DELIVERY

5.1 The quantity of any consignment of Goods as recorded by the Company on despatch from the

Company's place of business shall be conclusive evidence of the quantity received by the Buyer on

delivery unless the Buyer can provide conclusive evidence proving the contrary.

5.2 The Company shall not be liable for any non-delivery of Goods (even if caused by the Company's

negligence) unless the Buyer gives written notice to the Company of the non-delivery within [five]

days of the date when the Goods would in the ordinary course of events have been received.

5.3 Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods

within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice

raised for such Goods.

6. SALE AND RETURNS POLICY

6.1 The Company will accept Goods for return if they have been wrongly or over ordered provided that

the Goods:

(a) are normal stock items and have not been manufactured or obtained to the Buyer's

specification;

(b) are returned to the Company in an 'as new' condition, in their original packaging and do not

have any tags or labels attached;

(c) have been supplied by the Company within the last three months; and

(d) are returned to the Company at the Buyer's cost [within five days of the date of delivery].

6.2 Claims for wrong, faulty or damaged Goods must be made within five days of the date of despatch

by the Company. Any claim for loss or damage of Goods in transit cannot be considered for Goods

which have been signed for at the time of delivery as having been received in good condition and

as being complete.

7. RISK/TITLE

7.1 The Goods are at the risk of the Buyer from the time of delivery.

7.2 Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash

or cleared funds) all sums due to it in respect of:

(a) the Goods; and

(b) all other sums which are or which become due to the Company from the Buyer on any account.

7.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:

(a) hold the Goods on a fiduciary basis as the Company's bailee;

(b) store the Goods (at no cost to the Company) separately from all other goods of the Buyer or

any third party in such a way that they remain readily identifiable as the Company's property;

(c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;

and

(d) maintain the Goods in satisfactory condition and keep them insured on the Company's behalf

for their full price against all risks to the reasonable satisfaction of the Company. On request

the Buyer shall produce the policy of insurance to the Company.

7.4 The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:

(a) any sale shall be effected in the ordinary course of the Buyer's business at full market value;

and

(b) any such sale shall be a sale of the Company's property on the Buyer's own behalf and the

Buyer shall deal as principal when making such a sale.

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

(a) 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

(b) 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 Company 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

(c) the Buyer encumbers or in any way charges any of the Goods.

7.6 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of

any of the Goods has not passed from the Company.

7.7 The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter

any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer's

right to possession has terminated, to recover them.

7.8 Where the Company is unable to determine whether any Goods are the goods in respect of which the

Buyer's right to possession has terminated, the Buyer shall be deemed to have sold all goods of the

kind sold by the Company to the Buyer in the order in which they were invoiced to the Buyer.

7.9 On termination of the Contract, howsoever caused, the Company's (but not the Buyer's) rights

contained in this condition 7 shall remain in effect.

8. PRICE

8.1 Unless otherwise agreed by the Company in writing, the price for the Goods shall be the price set

out in the Company's price list published on the date of delivery or deemed delivery and which can

be obtained from the Company's sales department.

8.2 The Company reserves the right to alter prices without prior notice.

8.3 The price for the Goods shall be exclusive of any value added tax and all costs or charges in relation

to packaging, loading, unloading, carriage and insurance, all of which amounts the Buyer shall pay

in addition when it is due to pay for the Goods.

Index

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