Terms & Conditions 1. DEFINITIONS 1.1 in the following and any other conditions included in the Contract, the expression listed below shall have the meaning shown: ExpressionMeaning The Seller (We, Us)Contec Southwest Limited (referred to hereafter as Contec). The Customer (You)Whoever sends us the Order for the Goods and/or Services. GoodsThe item or items fitting the description in your Order and as available from Contec. ServicesThe erection/installation of the Goods at the Customer’s premises stated on the Order in accordance with the provisions of clause 12 below. PriceThat stated in Contec’s current price list or otherwise quoted by Contec for the Goods/Services prior to its acceptance of the Order (Contec reserving the right to vary its prices without notice prior to acceptance of the Order) plus any applicable Value Added Tax. Force MajeureAny circumstances beyond our reasonable control, such as accidents, flood, fire, or other natural disasters, and industrial disputes. ContractThe agreement between us and you made by our acceptance of your Order. OrderYour request for the Goods and/or the Services. . 2. APPLICABLE CONDITIONS 2.1 These are the only conditions which shall apply to the Contract. Any variation to them must be agreed in writing by one of the Directors of Contec. 2.2 All Orders until accepted or rejected by Contec shall be deemed to be an offer to purchase the goods or as appropriate an offer to have the Services carried out subject to these conditions. All goods are offered subject to availability. 2.3 Whilst Contec has attempted to ensure the information in its catalogues and other publications is correct at the time of publication they do not form part of the Contract. For technical reasons colour illustrations should be viewed as a guide only. 2.4 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance or Order, invoice or other document issued by Contec shall be subject to correction without liability on the part-of Contec. 2.5 Contec reserves the right to make any changes in the specifications for the Goods and/or Services to conform with safety and other requirements or where any change does not materially affect quality or performance to supply products of comparable specification without notice and to vary the quantities delivered from those ordered and (unless agreed to be supplied in the Customer’s own packaging) the standard packaging. 2.6 Contec reserves the right to require the payment of a deposit against the Price for the Goods and/or Services before accepting any Order. . 3. ACCURACY OF DESCRIPTION 3.1 We shall only be liable to supply the Goods which you describe accurately in your Order. 3.2 When your Order does not accurately describe the Goods we will use our reasonable endeavours to supply the correct Goods but you shall not rely on our skill and judgement in selecting these. 3.3 Where you specify particular Goods which have to be made up to meet your requirements then we accept no responsibility for checking the suitability and the specifications of such. 3.4 Where you specify measurements for Goods then the Customers shall be responsible for the accuracy thereof and we accept no responsibility for checking such. . 4. DELIVERY AND BOOKING IN 4.1 You shall accept the Goods packaged, by mail or carrier at your address in the United Kingdom or Republic of Ireland, during normal business hours. 4.2 Where the cost of delivery will be added to the cost of the Goods. 4.3 We may charge you for the cost of delivery by any other method you request, or to other countries or re-delivery if you do not accept the Goods when tendered for delivery. 4.4 Where we cannot deliver by any promised date we will advise you of the reason. We may make partial deliveries of your Order where not all items are available. You agree to pay for the Goods as made available by each such delivery. 4.5 Unless specifically agreed in writing by Contec delivery times cannot be guaranteed. 4.6 Where Contec is to incorporate packaging or other products supplied by the Customer with Goods then the customer must deliver these to Contec by the date stipulated by Contec and in such quantity condition and to such specification as Contec shall agree with the customer at the time of accepting the Order. Contec accepts no responsibility for checking any such packaging and/or other products to be incorporated with Goods before assembling or processing the Order. The Customer shall be responsible for the quality, suitability, fitness, product safety, labelling and lawful compliance of all such packaging and/or other products supplied by the Customer for incorporation with the Goods. 4.7 If the road or access to site or premises are not suitable or safe in the opinion of the driver Contec’s obligation shall be to deliver such goods to the nearest accessible point so far as is lawful or return to the despatch point. 4.8 The responsibility of an aborted delivery lies with any customer who confirmed the suitability of access at the time of ordering and a charge will be made. 4.9 Contec shall not be liable for any damage or breakage during or subsequent to unloading by the Customer. 4.10 The Customer will indemnify Contec in respect of any claim, loss or damage by Contec as a result of any claim arising out of the unloading of the goods howsoever occasioned. 4.11 Delivery of any Goods ordered will not in any way be Booked in for delivery unless specifically specified at the time of ordering. . 5. INABILITY TO SUPPLY 5.1 If we notify you that we are unable to deliver the Goods as specified for Force Majeure or “out of stock” reasons, you shall allow us to deliver within a further reasonable time. What is a further reasonable time shall depend on the nature and duration of the force majeure or “out of stock” position. . 6. OWNERSHIP OF GOODS 6.1 The Goods remain our property until you pay for them, but you shall be responsible for their condition once they are delivered to your premises. You shall insure them to cover any risk this involves. You will not remove from the Goods any markers or identifiers that affixed by Contec they are Contec’s property. You will store the Goods separately from any other Goods held by you. 6.2 If you become insolvent (as defined in clause 11.2(iii) below) or do not pay for the Goods in the period specified in clause 9 below we may take the Goods back and if necessary, you allow us to enter your premises to do so, or to inspect the Goods. 6.3 Until such time as the title to the Goods passes to the Customer, the Customer shall be entitled to use the Goods in ? the ordinary course of business. . 7. DAMAGE OR LOSS IN TRANSIT 7.1 Provided that on delivery the Customer has not signed any carrier’s satisfaction note for correct delivery (or as the case may be) delivery in good condition if the Customer notifies Contec in writing within 3 working days of delivery we will replace at no extra cost and Goods delivered short or found to be damaged on delivery. Otherwise Contec accepts no liability for missing, short delivery of or damaged goods. . 8. REJECTION 8.1 We aim to take reasonable care to provide Goods of a suitable quality which are fit for their purpose. This Condition shows how we aim to do this. 8.2 If you notify us by telephone within 3 working days of receipt of any Goods which are defective, and confirm this in writing at our request, and promptly return them to us for inspection stating the reason you are rejecting them, if such is demonstrably the case we will promptly replace them with Goods of an acceptable condition. This warranty does not apply to wear and tear, misuse, willful damage, negligence, abnormal use of working conditions, poor storage conditions by you, or failure to comply with any recommended instructions, and defects in pack aging and/ or other products supplied by you for incorporation as part of the Goods. 8.3 We will refund the price of any Goods which we are unable to replace with Goods in acceptable condition. This does not apply to packaging and/or other products supplied by you for incorporation as part of the Goods. 8.4 If you have accurately described the Goods in your order form you may within 3 working days of receipt return any Goods that do not conform with your description. We will replace at no extra charge the Goods with Goods that correspond to your description. 8.5 If you are dealing with us in the course of a business these remedies are accepted by you to the exclusion of all other warranties, conditions and terms implied by statute or common law to the fullest extent permitted by law. . 9. PAYMENT 9.1 Invoices are due for payment in full within 30 days of date of Invoice, unless otherwise agreed. A deposit may be required in Lieu of out of stock goods being ordered. 9.2 Your payment shall be in £ Sterling, free from any bank or transmission charge. 9.3 If you do not pay within this period we reserve the right as we decide to suspend deliveries and/or performance of the Services and/or charge interest for late payment at four percent above Lloyds TSB Bank pic base rate from time to time in force tor the period from the date of invoice to the date of receipt of payment (both before and after and judgement) and/or to levy an administration charge of £30.00 plus VAT. . 10. LIABILITY 10.1 Nothing in these terms of business removes or limits our liability in respect of death or personal injury caused by Contec’s negligence. 10.2 Unless you order the Goods and/or Services as a consumer Contec shall not be liable to the Customer by reason of any representation, implied warranty, condition or other term, or any duty at common law or for any loss of income, business, anticipated savings or profits or any indirect or consequential loss which arise out of or in connection with the supply of the Goods or the performance of the Services or their use or resale by the Customer. 10.3 When you ordered the Goods and/or Services as a consumer Contec shall not be liable to the Customer for any loss of income, business, anticipated savings or profits, or any indirect or consequential loss. 10.4 Unless the Customer ordered the Goods and/or Services as a consumer the Customer agrees that it is best able to estimate the extent and nature of the insurance cover suitable for its business and property from time to time and that it is reasonable for Contec to sell the Goods and offer the Services and fix the purchase price on the basis of the exclusions and limitations of liability in these terms of business which price would be higher were such provisions not included in these conditions. The Customer agrees that it will be responsible for effecting insurance cover as mentioned above including (but not limited to) any required insurance cover in respect of any loss or damage of whatsoever kind or howsoever caused either by reason of the negligence of Contec or otherwise to premises, plant or to other property and Contec shall have no legal lability in respect of any such loss or damage. Contec shall not be able to the Buyer or be deemed to be in beach of contract by reason of any delay in performance or any failure to perform, any of Contec’s obligations, if the delay or failure was due to any cause beyond Contec’s reasonable control. . 11. CANCELLATION 11.1 Non stock items cannot be cancelled after an official order has been given. 11.2 We reserve the right to cancel this agreement immediately by writing to you, if any of the following happen: i) you break any important condition of the agreement or a number of less important conditions; or ii) you break a jess important condition and do not put it right within 7 days of us asking you to; or iii) you make or offer to make any arrangement with your creditors or commit an act of bankruptcy, or someone brings a petition or receiving order or an administration order is made against you or where you are a limited company, a resolution to wind up is passed or a receiver or an administrator is appointed over all or any part of your assets. We can also cancel this contract If we think any of these things or something similar may happen to you. . 12. SAMPLES 12.1. All samples submitted by Contec are from current production at the time of submission of such samples. Material eventually supplied in bulk may not conform to the original sample. . 13. SITE INSTALLATION 13.1 This term only applies where we agree to erect/install the Goods at the Customer’s Premises. 13.2 The Customer shall be responsible to provide clear and level premises suitable for the installation of the Goods. Our personnel will not be required to clear and or prepare the Site. 13.3 The Customer must ensure the Premises are provided with mains electricity within 5 metres of the areas in which the Goods are to be installed. 13.4 The area in which the Goods are to be installed must be safe and adequately Iit during periods of dusk or darkness. 13.5 The Customer must comply with all precautions and recommendations relating to the fixing stabilising and securing of fittings and must not remove or tamper with any fasteners, bolts or other methods of securing such fittings. 13.6 The Customer will allow free uninterrupted and continuous access to the space in which the Goods are to be erected/installed and during the period in which it is anticipated erection/installation will take place. This may be outside of normal working hours. 13.7 Unless specifically agreed by us to the contrary and prices stated in Contec’s current price list do not include the cost of installation or erection. This is the subject of a separate estimate. Any estimate for installation or erection is given on the basis that the Customer shalt comply with the conditions as to access, working, suitability of the Site and power supply stated above. Contec reserves the right to raise additional charges where site or working Conditions do not conform with these requirements. . 14. ENFORCEMENT 14.1 Our failure or any delay to enforce any of these Conditions shall not prevent us from enforcing them at a later date. 14.2 If any condition is found to be invalid, it shall not prevent all other Conditions being enforced. ‘ 15. HEADINGS 15.1 The headings to each of these Conditions is for guidance only and shall not affect their interpretation. . 16. COMMUNICATIONS 16.1 Any notification required under these Conditions shall be in writing, including facsimile transmission, unless ‘specified otherwise and addressed to The Directors, Contec, Bojea Industrial Estate, Trethowel, St Austell, Cornwall, PL25 SAU. . 17. GOVERNING LAW 17.1 These Conditions shall be governed by Engish Law and subject to the exclusive jurisdiction of the English Courts.