1. These terms and conditions, together with the terms set out overleaf (or in any attached quote or order acknowledgement) shall apply to the agreement between us in respect of the sale of the Goods and the provision of the Services.  Except to the extent that these terms and conditions are varied by us overleaf they shall constitute the entire agreement between us and shall prevail over your own terms and conditions.  You agree that in entering into this agreement, you shall not rely on any representation or understanding, whether oral or in writing, which is not included or referred to in these terms and conditions.

2. We shall be entitled to sub-contract the provision of the Goods and/or Services.

3. The Price for the Goods shall be the Price set out overleaf exclusive of VAT and other taxes, duties and delivery, unless otherwise stated overleaf.  Quoted Prices are valid for 30 days unless otherwise specifically agreed in writing, but we may withdraw any quote at any time before it is accepted by you, in which case we shall inform you in writing.

4. We may at anytime before delivery of the Goods to you and/or before or during the performance of the Services, increase the Price of the Goods and/or Services to reflect any reasonable increase in our costs which is beyond our control (such as the cost of labour and materials or their manufacture) or which is caused by any change to estimated delivery dates, quantities or specifications requested by you or any delay caused by you.

5. Unless set out overleaf or agreed in writing the Price shall be paid in full before the delivery of the Goods or Services.

6. We reserve the right to charge you for our out of pocket expenses which are reasonably incurred by our employees and agents in the provision of the Services. We agree at your request to provide reasonable evidence of payment of such expenses.

7. If you do not pay any sum owing to us under the terms of this agreement in full and in cleared funds by the due date then, in addition to our other rights, we shall be entitled to terminate this agreement and/or suspend the further provision of the Goods or Services to you and/or charge you interest on the outstanding amount at the rate of [1]% per month or part of a month or if lower, such other rate as allowed by law, and this rate shall apply both before and after the issue of any legal proceedings.

8. The risk in the Goods shall pass to you on Delivery.

9. Title to the Goods shall not pass to you until you have paid all sums due to us:

 a)      in respect of the goods; and

 b)      on any other account.

 10.     Unless otherwise confirmed in writing delivery is EX WORKS INCOTERMS 2000.  Delivery is not of the essence and any dates given for delivery of the goods and/or the       commencement or completion of the services are estimates only and we shall not be liable to you for any reasonable delay in delivery of the goods however that  delay is caused.

11. Until title in the Goods passes to you in accordance with clause 9 above, you shall hold them for us and shall store them separately from any similar goods belonging to you or a third party in such a way that they remain identifiable as our property.

12. Until such time as title in the Goods passes from us to you, you shall upon request deliver up such Goods as are in your possession.  If you fail to do so, we may enter upon any premises owned occupied or controlled by you where the Goods are situated and repossess the Goods

13. The quantity, description and specification of the Goods shall be as set out overleaf. We warrant that the Goods shall correspond with their description and the Specification on delivery.   Provided that the total Price for the Goods and/or Services has been paid in full and in cleared funds on or before the due date for payment, we guarantee the Goods against defects in materials and workmanship to the extent (only) that the Goods or any component in them are the subject of a guarantee or warranty from their manufacturer and to the extent we can enforce such guarantee or warranty against that manufacturer.  All other warranties, conditions or terms relating to fitness for purpose, quality and condition (however implied) are excluded.

14. You shall inspect the Goods on delivery and you shall within 14 days of delivery notify us of any alleged defect, shortage in quantity or failure to comply with description and provide us with a reasonable opportunity to inspect the relevant Goods before use is made of them.

15. We shall provide the Services with reasonable skill and care.  No other warranty or guarantee whether implied by law or otherwise is given in respect of the Services.

16. We shall at all times retain copyright and all other intellectual property rights in respect of the Goods. You shall do nothing which may in any way prejudice our rights in the IPR or which may bring into question its validity. You shall not copy, modify or alter the Goods or our trade marks and shall notify us of any actual or threatened infringement of any of the IPR. You shall keep all details relating to the IPR and our business dealings strictly confidential.

17. We may terminate this agreement immediately if we reasonably consider that you cannot or may not be able to pay your debts as and when they fall due.

18. Except in respect of death or personal injury caused by our negligence we shall not be liable to you by reason of any representation (unless fraudulent) or any implied warranty, condition or other term or any duty at common law or under the terms of this agreement for any liquidated damages, loss of profit or any indirect or consequential loss, damage, costs or expenses which arises out of or in connection with the provision of the Goods.

19. You will promptly on demand provide us with all and any information, documentation and records as we consider necessary or desirable in the provision of the Goods or Services.  Where it is necessary for us, our subcontractor or agents to attend your premises you will provide sufficient access to those premises and all relevant utilities and equipment.  You shall during working hours make available a nominated primary contact and any other appropriate personnel to liaise with us. You shall also advise us of rules and regulations that are in force for the conduct of personnel and we shall ensure that our employees, agents and sub-contractors shall comply with these.

20. You shall ensure that you have adequate public liability insurance for your premises before any of our employees, agents or sub-contractors enter them.  This insurance must cover any injury suffered by our employees, agents or sub-contractors while on site.

21. We shall have no liability to you for any loss, damage, costs, expenses or other claims for compensation arising from instructions (whether given orally or in writing by way of specifications, drawings or otherwise) supplied by you which are incomplete, incorrect, inaccurate or illegible, or arising from the late arrival or non- arrival of any such instructions, or any other fault of you.

22. You shall not without our prior written consent assign, transfer, create any trust over, charge or deal in any other manner with or assign, novate, transfer or otherwise dispose of all or any part of this agreement.

23. We shall not be liable for any delay or failure to meet our obligations under this agreement due to any cause outside our reasonable control, which we will notify to you as soon as reasonably possible.

24. Our total liability to you under this agreement shall not exceed the Price.

25. The failure by us on any occasion to insist upon the full performance of the terms, conditions and provisions of this agreement shall not constitute a waiver of such breach or an acceptance of any variation of this agreement.

26. If any provision in this agreement is held by any competent authority to be invalid or unenforceable, in whole or in part, the validity of the other provisions, and the remainder of the provision in question shall not be affected.

27. This agreement shall be governed by English Law and subject to the jurisdiction of the English courts.  At our option any disputes arising out of or in connection with this agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause.  The number of arbitrators shall be one.  The seat, or legal place, of arbitration shall be London. The language to be used in the arbitral proceedings shall be English.

28. Any notice or other communication to be given under this agreement shall be in writing in English and shall be delivered by hand, sent by prepaid first class post, (or registered airmail in the case of an address outside the United Kingdom) or sent by facsimile to the address details set out overleaf (or such other address or facsimile transmission number as the receiving party has specified to the sending party on at least 10 Business Days' notice). Any such notice shall be effective on the third day after posting.

29. This agreement does not, by virtue of the Contracts (Rights of Third Parties) Act 1999 or otherwise, confer any rights or benefits on any Person or class of Persons existing now or in the future, who is not a party to this agreement except that a party's assignee or successor will be deemed to be a party to this agreement.