Terms and Conditions

Meadex Rubber Mouldings Ltd, Terms and Conditions for the Sale of Goods

Rev 03 / January 2017

MEADEX RUBBER MOULDINGS LIMITED

TERMS AND CONDITIONS FOR THE SALE OF GOODS

This revision supersedes and replaces any and all previous versions with immediate effect.

The customer’s attention is drawn in particular to the provisions of condition 9.

1. INTERPRETATION

1.1 Definitions. In these Conditions, the following definitions apply:

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in

London are open for business.

Conditions: the terms and conditions set out in this document as amended from time to time

in accordance with condition 15.6.

Contract: the contract between the Supplier and the Customer for the sale and purchase of

the Goods in accordance with these Conditions.

Customer: the person or firm who purchases the Goods from the Supplier.

Force Majeure Event: has the meaning given in condition 10.

Goods: the goods (or any part of them) referred to or set out in the Order.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade

marks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing

off, unfair competition rights, rights in designs, rights in computer software, database rights,

topography rights, moral rights, rights in confidential information (including without limitation

know-how and trade secrets) and any other intellectual property rights, in each case whether

registered or unregistered and including without limitation all applications for and renewals or

extensions of such rights, and all similar or equivalent rights or forms of protection in any part

of the world.

Order: the Customer’s order for the Goods, as set out in the Customer’s written acceptance of

the Supplier’s quotation and/or in the Customer’s purchase order form, as the case may be.

Specification: any specification for the Goods, including any related plans and drawings that

are agreed in writing by the Customer and the Supplier.

Supplier: MEADEX RUBBER MOULDINGS LIMITED (registered in England and Wales with

company number 3854470).

1.2 Construction. In these Conditions, the following rules apply:

(a) A person includes a natural person, corporate or unincorporated body (whether or not

having separate legal personality).

(b) A reference to a party includes its personal representatives, successors or permitted

assigns.

amended or re-enacted. A reference to a statute or statutory provision includes any

subordinate legislation made under that statute or statutory provision, as amended or reenacted.

(d) Any phrase introduced by the terms including, include, in particular or any similar

expression shall be construed as illustrative and shall not limit the sense of the words

preceding those terms.

(e) A reference to writing or written includes faxes and e-mails.

2. BASIS OF CONTRACT

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the

Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or

course of dealing.

2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with

these Conditions. The Customer is responsible for ensuring that the terms of the Order and

any applicable Specification submitted by the Customer are complete, accurate and up to

date.

2.3 Supply of the Goods will be subject to Sample Approval. Sample Approval will reference

drawings and/or specifications provided by the Customer at the time of the Order. It is the

responsibility of the Customer to supply current drawings/specifications/requirements with any

Order or subsequent Order.

2.4 Once the Order is accepted and samples approved, the Supplier will continue to supply

Goods to the current revision, even on a subsequent Order, unless the Customer supplies

changes to the revision of drawings/specifications/requirements.

2.5 The Order shall only be deemed to be accepted when the Supplier issues a written

acceptance of the Order, at which point the Contract shall come into existence.

2.6 The Contract constitutes the entire agreement between the parties. The Customer

acknowledges that it has not relied on any statement, promise or representation made or given

by or on behalf of the Supplier which is not set out in the Contract.

2.7 Any samples, drawings, descriptive matter, or advertising produced by the Supplier and

any descriptions or illustrations contained in the Supplier’s catalogues or brochures are

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

They shall not form part of the Contract or have any contractual force.

2.8 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation

shall only be valid for a period of 20 Business Days from its date of issue unless a longer

period has been stated by the Supplier at the time of quotation.

3. GOODS

3.1 The Goods are described in the Specification or quotation.

3.2 To the extent that the Goods are to be manufactured in accordance with a Specification

supplied by the Customer, the Customer shall indemnify the Supplier against all liabilities,

costs, expenses, damages and losses (including any direct, indirect or consequential losses,

loss of profit, loss of reputation and all interest, penalties and legal and other professional

costs and expenses) suffered or incurred by the Supplier in connection with any claim made

against the Supplier for actual or alleged infringement of a third party’s Intellectual Property

Rights arising out of or in connection with the Supplier’s use of the Specification. This condition

3.2 shall survive termination of the Contract.

3.3 The Supplier reserves the right to amend the Specification if required by any applicable

statutory or regulatory requirements.

4. DELIVERY

4.1 The Supplier shall ensure that:

(a) each delivery of the Goods is accompanied by a delivery note which shows the date of the

Order, all relevant Customer and Supplier reference numbers, the type and quantity of the

Goods (including the code number of the Goods, where applicable); and

(b) if the Supplier requires the Customer to return any packaging materials to the Supplier, that

fact is clearly stated on the delivery note or in other written or verbal communication. The

Customer shall make any such packaging materials available for collection at such times as

the Supplier shall reasonably request. Returns of packaging materials shall be at the

Supplier’s expense.

4.2 The Supplier shall deliver the Goods to the location set out in the Order or such other

location as the parties may agree (Delivery Location) at any time after the Supplier notifies

the Customer that the Goods are ready unless otherwise agreed in writing.

4.3 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location.

4.4 Delay in delivery;

a) Orders will be executed as expeditiously as possible, but where a delivery date is quoted it

is a settlement of expectation only, and time of delivery shall not be of the essence of

Contract.

b) If having used reasonable endeavours, the Supplier fails to despatch or deliver by any

stated date, such failure shall not be a breach of Contract and the Customer shall not be

entitled to claim compensation for such failure or any consequential loss or damage resulting

therefrom.

c) No liability is accepted for direct or consequential loss or damage arising from delay in

delivery or failure to deliver due to a Force Majeure event, strike action or other industrial

disputes, inability to obtain or shortage of supplies or other matters whatsoever outside the

Supplier’s control.

4.5 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and

expenses incurred by the Customer in obtaining replacement goods of similar description and

quality in the cheapest market available, less the price of the Goods. The Supplier shall have

no liability for any failure to deliver the Goods to the extent that such failure is caused by a

Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery

instructions or any other instructions that are relevant to the supply of the Goods.

4.6 If the Customer fails to accept delivery of the Goods within three Business Days of the

Supplier notifying the Customer that the Goods are ready, then, except where such failure or

delay is caused by a Force Majeure Event or the Supplier’s failure to comply with its

obligations under the Contract:

(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the third

Business Day after the day on which the Supplier notified the Customer that the Goods were

ready; and

(b) the Supplier shall store the Goods until delivery takes place, and charge the Customer for

all related costs and expenses (including insurance).

4.7 If 10 Business Days after the day on which the Supplier notified the Customer that the

Goods were ready for delivery the Customer has not accepted delivery of them, the Supplier

may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable

storage and selling costs, account to the Customer for any excess over the price of the Goods

or charge the Customer for any shortfall below the price of the Goods.

4.8 The Customer shall not be entitled to reject the Goods if the Supplier delivers up to and

including 10% more or less than the quantity of Goods ordered.

4.9 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for

separately. Each instalment shall constitute a separate Contract. Any delay in delivery or

defect in an instalment shall not entitle the Customer to cancel any other instalment.

5. QUALITY

5.1 The Supplier warrants that on delivery, and for a period of 1 month from the date of

delivery (warranty period), the Goods shall:

(a) conform in all material respects with the agreed/approved Specification or quotation;

(b) be free from material defects in design, material and workmanship; and

(d) be fit for any purpose held out by the Supplier.

5.2 Subject to condition 5.3, if:

(a) the Customer gives notice in writing to the Supplier during the warranty period within a

reasonable time of discovery that some or all of the Goods do not comply with the warranty set

out in condition 5.1;

(b) the Supplier is given a reasonable opportunity of examining such Goods; and

of business at the Customer’s cost,

the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the

defective Goods in full.

5.3 The Supplier shall not be liable for Goods’ failure to comply with the warranty set out in

condition 5.1 in any of the following events:

(a) the Customer makes any further use of such Goods after giving notice in accordance with

condition 5.2;

(b) the defect arises because the Customer failed to follow the Supplier’s oral or written

instructions as to the storage, commissioning, installation, use and maintenance of the Goods

or (if there are none) good trade practice regarding the same;

supplied by the Customer;

(d) the Customer alters or repairs such Goods without the written consent of the Supplier;

(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal

storage or working conditions; or

(f) the Goods differ from the Specification as a result of changes made to ensure they comply

with applicable statutory or regulatory requirements.

5.4 Except as provided in this condition 5, the Supplier shall have no liability to the Customer

in respect of the Goods’ failure to comply with the warranty set out in condition 5.1.

5.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest

extent permitted by law, excluded from the Contract.

5.6 These Conditions shall apply to any repaired or replacement Goods supplied by the

Supplier.

6. TITLE AND RISK

6.1 The risk in the Goods shall pass to the Customer on completion of delivery.

6.2 Title to the Goods shall not pass to the Customer until the Supplier has received payment

in full (in cash or cleared funds) for:-

(a) the Goods; and

(b) any other goods or services that the Supplier has supplied to the Customer in respect of

which payment has become due.

6.3 Until title to the Goods has passed to the Customer, the Customer shall:

(a) hold the Goods on a fiduciary basis as the Supplier’s bailee;

(b) store the Goods separately from all other goods held by the Customer so that they remain

readily identifiable as the Supplier’s property;

Goods;

(d) maintain the Goods in satisfactory condition and keep them insured against all risks for

their full price from the date of delivery;

(e) notify the Supplier immediately if it becomes subject to any of the events listed in condition

8.2; and

(f) give the Supplier such information relating to the Goods as the Supplier may require from

time to time,

but the Customer may resell or use the Goods in the ordinary course of its business.

6.4 If before title to the Goods passes to the Customer the Customer becomes subject to any

of the events listed in condition 8.2, or the Supplier reasonably believes that any such event is

about to happen and notifies the Customer accordingly, then, provided that the Goods have

not been resold, or irrevocably incorporated into another product, and without limiting any

other right or remedy the Supplier may have, the Supplier may at any time require the

Customer to deliver up the Goods and, 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.

Meadex Rubber Mouldings Ltd, Terms and Conditions for the Sale of Goods

Rev 03 / January 2017

7. PRICE AND PAYMENT

7.1 The price of the Goods shall be the price set out in the Order, the quotation or order

acknowledgment (in the event of conflict the latter shall prevail) or, if no price is quoted or so

stated, the price set out in the Supplier’s published price list in force as at the date of delivery.

7.2 The Supplier may, by giving notice to the Customer at any time up to 10 Business Days

before delivery, increase the price of the Goods to reflect any increase in the cost of the

Goods that is due to:

(a) any factor beyond the Supplier’s control (including foreign exchange fluctuations, increases

in taxes and duties, and increases in labour, materials and other manufacturing costs);

(b) any request by the Customer to change the delivery date(s), quantities or types of Goods

ordered, or the Specification; or

Supplier adequate or accurate information or instructions.

7.3 The price of the Goods is exclusive of the costs and charges of packaging, insurance and

transport of the Goods, which shall be invoiced to the Customer.

7.4 The price of the Goods is exclusive of amounts in respect of value added tax (VAT). The

Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such

additional amounts in respect of VAT as are chargeable on the supply of the Goods.

7.5 The Supplier may invoice the Customer for the Goods on or at any time after the

completion of delivery.

7.6 The Customer shall pay the invoice in full and in cleared funds within 20 Business Days of

the date of the invoice. Payment shall be made to the bank account nominated in writing by

the Supplier. Time of payment is of the essence.

7.7 If the Customer fails to make any payment due to the Supplier under the Contract by the

due date for payment (due date), then the Customer shall pay interest on the overdue amount

at the rate of 4% per annum above National Westminster Bank plc’s base rate from time to

time. Such interest shall accrue on a daily basis from the due date until the date of actual

payment of the overdue amount, whether before or after judgment. The Customer shall pay

the interest together with the overdue amount.

7.8 The Customer shall pay all amounts due under the Contract in full without any deduction or

withholding except as required by law and the Customer shall not be entitled to assert any

credit, set-off or counterclaim against the Supplier in order to justify withholding payment of

any such amount in whole or in part. The Supplier may at any time, without limiting any other

rights or remedies it may have, set off any amount owing to it by the Customer against any

amount payable by the Supplier to the Customer.

8. CUSTOMER’S INSOLVENCY OR INCAPACITY

8.1 If the Customer becomes subject to any of the events listed in condition 8.2, or the

Supplier reasonably believes that the Customer is about to become subject to any of them and

notifies the Customer accordingly, then, without limiting any other right or remedy available to

the Supplier, the Supplier may cancel or suspend all further deliveries under the Contract or

under any other contract between the Customer and the Supplier without incurring any liability

to the Customer, and all outstanding sums in respect of Goods delivered to the Customer shall

become immediately due.

8.2 For the purposes of condition 8.1, the relevant events are:

(a) the Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay

its debts as they fall due or admits inability to pay its debts, or (being a company) is deemed

unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being

an individual) is deemed either unable to pay its debts or as having no reasonable prospect of

so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or

(being a partnership) has any partner to whom any of the foregoing apply;

(b) the Customer commences negotiations with all or any class of its creditors with a view to

rescheduling any of its debts, or makes a proposal for or enters into any compromise or

arrangement with its creditors other than (where the Customer is a company) where these

events take place for the sole purpose of a scheme for a solvent amalgamation of the

Customer with one or more other companies or the solvent reconstruction of the Customer;

made, for or in connection with the winding up of the Customer, other than for the sole

purpose of a scheme for a solvent amalgamation of the Customer with one or more other

companies or the solvent reconstruction of the Customer;

(d) (being an individual) the Customer is the subject of a bankruptcy petition or order;

(e) a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress,

execution, sequestration or other such process is levied or enforced on or sued against, the

whole or any part of its assets and such attachment or process is not discharged within 14

days;

(f) (being a company) an application is made to court, or an order is made, for the appointment

of an administrator or if a notice of intention to appoint an administrator is given or if an

administrator is appointed over the Customer;

(g) (being a company) a floating charge holder over the Customer’s assets has become

entitled to appoint or has appointed an administrative receiver;

(h) a person becomes entitled to appoint a receiver over the Customer’s assets or a receiver is

appointed over the Customer’s assets;

(i) any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to

which it is subject that has an effect equivalent or similar to any of the events mentioned in

condition 8.2(a) to condition 8.2(h) (inclusive);

(j) the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all

or substantially the whole of its business;

(k) the Customer’s financial position deteriorates to such an extent that in the Supplier’s

opinion the Customer’s capability to adequately fulfil its obligations under the Contract has

been placed in jeopardy; and

(l) (being an individual) the Customer dies or, by reason of illness or incapacity (whether

mental or physical), is incapable of managing his or her own affairs or becomes a patient

under any mental health legislation.

9. LIMITATION OF LIABILITY AND THIRD PARTY INDEMNITY

9.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:

(a) death or personal injury caused by its negligence, or the negligence of its employees,

agents or subcontractors (as applicable);

(b) fraud or fraudulent misrepresentation;

(d) defective products under the Consumer Protection Act 1987; or

(e) any matter in respect of which it would be unlawful for the Supplier to exclude or restrict

liability.

9.2 Subject to condition 9.1:

(a) the Supplier’s liability for any claim or claims for direct injury, loss or damage made by the

Customer against the Supplier whether in contract or in tort (including negligence on the

Supplier’s part or part of its subcontractors or agents) arising out of the Supplier’s connection

with any defect in the goods and/or services or any act, omission, neglect or default (whether

or not the same constitutes a fundamental breach of the Contract or the breach of a

fundamental term thereof) of the Supplier, its subcontractors or agents in the performance of

the Contract (including without limiting the generality of the foregoing breach of any condition

or warranty whether express or implied by statute, common law, or otherwise howsoever) shall

be limited in the case of any defect in the goods and/or services to the contract price of the

goods and/or services the subject of the claim or claims and in any other case to the total

contract price payable by the Customer under the Contract.

(b) the Supplier shall not be liable for any claims for indirect or consequential injury, loss or

damage made by the Customer against the Supplier whether in contract or in tort (including

negligence on the Supplier’s part or on the part of its subcontractors or agents) arising out of

or in connection with defect, act, omission, neglect or default referred to in sub-clause 9.2b of

this Clause.

c) unless product specific ageing tests have been carried out and approved by the customer,

the Supplier shall not be liable for any claims with regards to cosmetic and/or visual changes

to the product over time.

9.3 Subject to condition 9.1, the Customer shall indemnify the Supplier against losses,

damages, costs, claims, demands, liabilities and expenses (including without limitation

consequential losses, loss of profit and loss of reputation, and all interest, penalties and legal

and other professional costs and expenses) awarded against or incurred by the Supplier in

connection with, or paid or agreed to be paid by the Supplier in settlement of, any claim by any

third party which results from or relates to the third party’s use of the Goods. The indemnity

shall apply whether or not the Customer has been negligent or at fault and does not limit any

further compensation rights of the Supplier.

10. FORCE MAJEURE

Neither party shall be liable for any failure or delay in performing its obligations under the

Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force

Majeure Event means any event beyond a party’s reasonable control, which by its nature

could not have been foreseen, or, if it could have been foreseen, was unavoidable, including

strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third

party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil

commotion, interference by civil or military authorities, national or international calamity, armed

conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological

contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms,

earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse

weather conditions, or default of suppliers or subcontractors.

11. INTELLECTUAL PROPERTY RIGHTS

11.1 Unless and only to the extent that the Supplier has agreed to the contrary in writing at the

time of accepting an Order:

(a) The Customer acknowledges that all Intellectual Property Rights relating to the Goods

and/or their manufacture or otherwise subsisting in the Goods and/or the Specification are and

shall remain the sole property of the Supplier;

(b) The Supplier shall retain the property and copyright in all documents supplied to the

Customer in connection with the Contract and it shall be a condition of such supply that the

contents of such documents shall not be communicated either directly or indirectly to any other

person, firm or company without the prior written consent of the Supplier;

Specification shall remain the exclusive property of the Supplier, and the Customer shall not at

any time make any unauthorised use of such Intellectual Property Rights, nor authorise or

permit any of its agents or contractors or any other person to do so.

11.2 If the Supplier manufactures the Goods, or applies any process to it, in accordance with a

specification submitted or prepared by the Customer or any other information provided by the

Customer, the Customer shall indemnify and keep indemnified the Supplier against all losses,

damages, costs, claims, demands, liabilities and expenses (including without limitation

consequential losses, loss of profit and loss of reputation, and all interest, penalties and legal

and other professional costs and expenses) awarded against or incurred by the Supplier in

connection with, or paid or agreed to be paid by the Supplier in settlement of, any claim for

infringement of any third party Intellectual Property Rights which results from the Supplier’s

use of the Customer’s specification or such other information. The indemnity shall apply

whether or not the Customer has been negligent or at fault and does not limit any further

compensation rights of the Supplier.

11.3 This condition 11 shall survive termination of the Contract, however arising.

12. CONFIDENTIALITY AND SUPPLIER’S PROPERTY

12.1 The Customer shall keep in strict confidence all technical or commercial know-how,

specifications, inventions, processes or initiatives which are of a confidential nature and have

been disclosed to the Customer by the Supplier or its agents, and any other confidential

information concerning the Supplier’s business or its products which the Customer may obtain.

The Customer shall restrict disclosure of such confidential material to such of its employees,

agents or sub-contractors as need to know the same for the purpose of discharging the

Customer’s obligations to the Supplier, and shall ensure that such employees, agents or subcontractors

are subject to obligations of confidentiality corresponding to those which bind the

Customer.

12.2 Subject to condition 11, all materials, equipment and tools, drawings, specifications and

data supplied by the Supplier to the Customer shall at all times be and remain the exclusive

property of the Supplier, but shall be held by the Customer in safe custody at its own risk and

maintained and kept in good condition by the Customer until returned to the Supplier, and shall

not be disposed of or used other than in accordance with the Supplier’s written instructions or

authorisation.

12.3 This condition 12 shall survive termination of the Contract, however arising.

13. TERMINATION

13.1 Without limiting its other rights or remedies, the Supplier may terminate the Contract with

immediate effect by giving written notice to the Customer if:

(a) the Customer commits a material breach of its obligations under this Contract and (if such

breach is remediable) fails to remedy that breach within 7 days after receipt of notice in writing

of the breach;

(b) if the Customer being subject to any of the events listed in condition 8.2.

13.2 Without limiting its other rights or remedies, the Supplier may terminate the Contract with

immediate effect by giving written notice to the Customer if the Customer fails to pay any

amount due under this Contract on the due date for payment.

13.3 Without limiting its other rights or remedies, the Supplier shall have the right to suspend

the supply of any services or all further deliveries of Goods under the Contract or any other

contract between the Customer and the Supplier if the Customer fails to pay any amount due

under this Contract on the due date for payment.

14. CONSEQUENCES OF TERMINATION

On termination of the Contract for any reason:-

(a) the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid

invoices and interest and, in respect of any services supplied but for which no invoice has yet

been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer

immediately on receipt;

(b) the Customer shall return all of the Supplier’s materials and any deliverables which have

not been fully paid for. If the Customer fails to do so, then the Supplier may enter the

Customer’s premises and take possession of them. Until they have been returned, the

Meadex Rubber Mouldings Ltd, Terms and Conditions for the Sale of Goods

Rev 03 / January 2017

Customer shall be solely responsible for their safe keeping and will not use them for any

purpose not connected with this Contract;

including the right to claim damages in respect of any breach of the Contract which existed at

or before the date of termination or expiry; and

(d) conditions which expressly or by implication have effect after termination shall continue in

full force and effect including without limitation conditions 9, 10, 11 and 12.

15. GENERAL

15.1 Assignment and subcontracting.

(a) The Supplier may at any time assign, transfer, charge, subcontract or deal in any other

manner with all or any of its rights or obligations under the Contract.

(b) The Customer may not assign, transfer, charge, subcontract or deal in any other manner

with all or any of its rights or obligations under the Contract without the prior written consent of

the Supplier.

15.2 Notices.

(a) Any notice or other communication given to a party under or in connection with the

Contract shall be in writing, addressed to that party at its registered office (if it is a company) or

its principal place of business (in any other case) or such other address as that party may

have specified to the other party in writing in accordance with this condition, and shall be

delivered personally, sent by pre-paid first class post, recorded delivery, commercial courier,

fax or e-mail.

(b) A notice or other communication shall be deemed to have been received: if delivered

personally, when left at the address referred to in condition 15.2(a); if sent by pre-paid first

class post or recorded delivery, at 9.00 am on the second Business Day after posting; if

delivered by commercial courier, on the date and at the time that the courier’s delivery receipt

is signed; or, if sent by fax or e-mail, one Business Day after transmission.

documents in any legal action.

15.3 Severance.

(a) If any court or competent authority finds that any provision of the Contract (or part of any

provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent

required, be deemed to be deleted, and the validity and enforceability of the other provisions of

the Contract shall not be affected.

(b) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable

and legal if some part of it were deleted, the provision shall apply with the minimum

modification necessary to make it legal, valid and enforceable.

15.4 Waiver.

A waiver of any right or remedy under the Contract is only effective if given in writing and shall

not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to

exercise any right or remedy provided under the Contract or by law shall constitute a waiver of

that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or

any other right or remedy. No single or partial exercise of such right or remedy shall preclude

or restrict the further exercise of that or any other right or remedy.

15.5 Third party rights.

A person who is not a party to the Contract shall not have any rights under or in connection

with it.

15.6 Variation.

Except as set out in these Conditions, any variation to the Contract, including the introduction

of any additional terms and conditions, shall only be binding when agreed in writing and signed

by the Supplier.

15.7 Governing law and jurisdiction.

The Contract, and any dispute or claim arising out of or in connection with it or its subject

matter or formation (including non-contractual disputes or claims), shall be governed by, and

construed in accordance with, English law, and the parties irrevocably submit to the exclusive

jurisdiction of the courts of England and Wales.

15.8 Resale.

If any of the Goods are resold the Customer must bring to the attention of the purchaser any

and all of the Supplier’s instructions and/or recommendations for use which are packed with or

appearing on the Goods or which have been notified to the Customer by the Supplier.

15.9 Cancellation.

An Order once accepted by the Supplier may not be cancelled without the Supplier’s written

agreement and on terms that the Customer indemnifies the Supplier against all loss (including

loss of profit) and expenses incurred as a result of cancellation.

16. EXPORT

16.1 Where the Goods are to be supplied for export from the United Kingdom, the provisions

of this condition 16 shall (subject to any contrary terms agreed in writing between the

Customer and the Supplier) override any other provision of these conditions.

16.2 The Customer shall be responsible for complying with any legislation governing:

(a) The importation of the Goods into the country of destination; and

(b) The export and re-export of the Goods; and shall be responsible for the payment of any

duties, taxes or customs clearances on them.

16.3 Unless otherwise agreed in writing between the Customer and the Supplier, the Goods

shall be delivered ex works (as defined in Incoterms) and the Supplier shall be under no

obligation to give notice under section 32(3) of the Sale of Goods Act 1979.

16.4 The Customer shall be responsible for arranging for the testing and inspection of the

Goods at the Supplier’s premises before shipment.

16.5 Payment of all amounts due to the Supplier shall be made by irrevocable letter of credit

opened by the Customer in favour of the Supplier and confirmed by a bank in England

acceptable to the Supplier.

16.6 The Customer shall pay the price for the Goods in pounds sterling unless otherwise

agreed to the contrary in writing by the Supplier.