The Customer's attention is drawn in particular to the provisions of clause 9.

1. The Order constitutes an offer by the Customer to purchase the goods in accordance with theseThe Customer is responsible for ensuring that the terms of the Order are complete and accurate.  The Order shall only be deemed to be accepted when the Company issues a written acceptance of the Order, by means of a Sales Order Confirmation Form and once that Sales Order Confirmation Form has been signed by the Customer, at which point the Contract shall come into existence.  The Sales Order Confirmation Form constitutes the entire agreement between the parties.  The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Company which is not set out in the Contract.  These Conditions shall apply to any Contract to the exclusion of any terms and conditions which the Customer may purport to apply.  No variation of these Conditions shall be effective unless agreed in advance in writing by the Commercial Manager on behalf of the Company. Errors and admissions are excepted and the Company will not be responsible for fulfilment of any Contract where it is obvious to any party that there are clear and material errors in the terms quoted in the Sales Order Confirmation Form.
2. All warranties, conditions or other terms implied by statute or common law are hereby excluded. The Customer is to arrange for inspection of the goods prior to every loading before final delivery. If the Customer fails to do so, and does not lodge a claim regarding quality or shortfall before loading, then the Company will not be liable for quality and/or shortfall issues. For the avoidance of doubt, the Company shall not be liable to the Customer at all if the goods are not fit for the purpose for which the Customer purchases them, nor will the Company be liable in any circumstances for any costs involved in or incurred as a result of a product re-call initiated by the Customer or a third party.
3. Delivery of the goods shall be made to the address specified on the Sales Order Confirmation Form. The Customer shall be deemed to have accepted the goods once the goods have been loaded by a transport company for delivery to the Customer, unless a written claim detailing any defect in quality or condition or any shortfall is received by the Company prior to loading. The Company shall be given a reasonable opportunity to investigate any such claim and, where the Company accepts such claim, it shall be entitled in its absolute discretion to replace the goods or refund all of the price (or an appropriate proportion thereof). Where the Customer accepts or has been deemed to accept the goods or the Company has refunded all of the price (or an appropriate proportion thereof) the Company shall have no further liability to the Customer (other than for death or personal injury caused by the Company's negligence). Delivery to a party nominated by the Customer shall be deemed to be delivery to the Customer. The risk in the goods shall pass to the Customer on delivery.
4. The Customer may only cancel the Contract by agreement with the Company. The Company may cancel a contract without any liability whatsoever where the Company has ordered the goods from a third party and that third party has failed to meet its obligations to the Company in respect of its supply to the Company of such goods.
5. The Company shall use its best endeavours to deliver the goods to the Customer on or before the Delivery Date but time shall not be of the essence and the Company shall not be liable in any way whatsoever in respect of any loss suffered by the Customer arising from any delay in the delivery of the goods.
6. Unless the Sales Order Confirmation Form states otherwise, all invoices are to be paid within 30 days of the date of loading. Where goods are sold on credit, after the due payment date of the invoice, interest at the rate of 20 % per annum will be charged on any amounts outstanding. Interest accrues from day to day from the due date for payment until payment is actually made by the Customer. The Customer shall make no deduction from the price on account of any set-off, claim or dispute. The Company reserves the right, at its sole discretion, to change the payment terms stated on the Sales Order Confirmation Form, if, not less than 7 days before loading, there is (a) an overdue balance payable to the Company upon the account of the Customer or (b) a dispute with the Customer upon the terms of the Sales Order Confirmation Form or (c) the Company’s credit insurer confirms that there is no or insufficient credit limit for the Customer.
7. Title to the goods shall not pass to the Customer until the Company receives payment in full (in cash or cleared funds) for the goods and any other goods that the Company has supplied to the Customer in respect of which payment has become due, in which case title to the goods shall pass at the time of payment of all such sums. Until title to the goods has passed to the Customer, the Customer shall store the goods separately from all other goods held by the Customer so that they remain readily identifiable as the Company’s property; not remove, deface or obscure any identifying mark or packing on or relating to the goods; maintain the goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; notify the Company immediately if it becomes subject to any event of insolvency process; and give the Company such information relating to the goods as the Company may require from time to time. Subject to the next sentence of this paragraph, the Customer may resell or use the goods in the ordinary course of its business (but not otherwise) before the Company receives payment for the goods. However, if the Customer resells the goods before that time; it does so as principal and not as the Company’s agent; and title to the goods shall pass from the Company to the Customer immediately before the time at which resale by the Customer occurs. If before title to the goods passes to the Customer the Customer becomes subject to any event of insolvency process or commits a material breach of the Contract then, without limiting any other right or remedy the Company may have; the Customer’s right to resell the goods or use them in the ordinary course of its business ceases immediately; and the Company may at any time (i) require the Customer to deliver up all goods in its possession that hve not been resold, or irrevocably incorporated into another product; and (ii) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the goods are stored in order to recover them.
8. In the event that any invoice rendered by the Company to the Customer remains unpaid after its due date, the Company may, without prejudice to any of its other rights terminate all and any contracts with the Customer and/or cancel or postpone all and any further deliveries to the Customer until such time as such invoices (whether falling due before or during such postponement) and any interest thereon has been paid in full and/or the Company may, in its sole discretion, appropriate any payments received from the Customer to pay any unpaid invoices for goods supplied to the Customer by the Company.
9. The Company shall not be under any liability to the Customer in respect of any failure to perform or any delay in performing any of its contractual obligations to the Customer attributable to any cause of whatever nature beyond the Company's reasonable control and no such failure or delay shall be deemed for any purpose to constitute a breach of contract.
10. LIMITATION OF LIABILITY:
    Payments will always be made in the currency stated in the Sales Order Confirmation Form.Every Contract to which these Conditions of Sale apply shall be construed and take effect in accordance with the laws of England and Wales and the parties shall accept the exclusive jurisdiction of the English Courts, save that the Company may at its sole election chose that any dispute arising out of or in connection with a Contract may be referred first to mediation in accordance with the model procedure of the Centre for Alternative Dispute Resolution in the UK (“CEDR”), such mediation to be completed within 30 days of signature of the CEDR Mediation Agreement.Payments will always be made in the currency stated in the Sales Order Confirmation Form.   
    Payments will always be made in the currency stated in the Sales Order Confirmation Form.Payments will always be made in the currency stated in the Sales Order Confirmation.
    1. The Company shall not be liable under any circumstances whatsoever for any indirect or consequential loss or damage of any nature or any loss of profit or special damages of any nature and whether in the contemplation of the parties or not which the Customer may suffer as a result of any breach by the Company of its obligations under the Contract.
    2. The Company’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence) breach of statutory duty or otherwise shall in no circumstances exceed 3% of the price paid up to a maximum of £1,000.
    3. Nothing in these Conditions of Sale shall limit or exclude the Company’s liability for:-
       
       1. Death or personal injury caused by its negligence, or the negligence of its employees, agents or sub-contractors (as applicable);
       2. Fraud or fraudulent misrepresentation;
       3. Breach of the terms implied by Section 12 of the Sale of Goods Act 1979; or
       4. Any matter in respect of which it would be unlawful for the Company to exclude or restrict liability
11. Payments will always be made in the currency stated in the Sales Order Confirmation Form
12. Every Contract to which these Conditions of Sale apply shall be construed and take effect in accordance with the laws of England and Wales and the parties shall accept the exclusive jurisdiction of the English Courts, save that the Company may at its sole election chose that any dispute arising out of or in connection with a Contract may be referred first to mediation in accordance with the model procedure of the Centre for Alternative Dispute Resolution in the UK (“CEDR”), such mediation to be completed within 30 days of signature of the CEDR Mediation Agreement.
13. Each provision of these Conditions is independent and severable from the remaining provisions and enforceable accordingly. If any provision of these Conditions shall be unenforceable for any reason but would be enforceable if part of the wording thereof was deleted, it shall apply with such deletions as may be necessary to make it enforceable.