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Terms & Conditions

SAPHEX LIMITED – TERMS AND CONDITIONS OF BUSINESS

1. DEFINITIONS
For the purpose of this agreement the following words and phrases shall have the meanings detailed below:

1.1 The Company: Saphex Limited Unit 8 Shepcote Way, Tinsley Industrial Estate, Sheffield S9 1TH (registered in England with company registration number: 9404853);

1.2 The Contract: the contract between the Company and the Customer for the sale and purchase of Goods in accordance with these Conditions;

1.3 The Customer: The party named on this form, its employees and its agents

1.4 Goods: All goods and parts provided by the Company to the Customer pursuant to this agreement.

2. TERMS
This agreement shall commence on the date specified by the Company after acceptance of the Customer’s application, and shall continue until terminated in accordance with the terms of this agreement. Commencement of design, manufacture, invoicing or any other action toward supply of the goods is at the discretion of the Company and will not over-ride the lack of a written acceptance of the Customer’s application.

3. OBLIGATIONS OF THE COMPANY
The Company shall:

3.1 Use its best efforts to supply Goods within the time period notified to the Customer, but time shall not be of the essence in respect of the supply of Goods.

3.2 As soon as reasonably practicable invoice the Customer for the Goods supplied.

4. OBLIGATIONS OF THE CUSTOMER
The Customer shall:

4.1 Inform the Company immediately of any alleged defect in the Goods and not use those goods.

4.2 Use the Goods only for the purpose for which they are intended by the manufacturer.

4.3 Promptly collect the Goods after being informed by the Company that they are available and delivery of the Goods shall be completed on the commencement of loading of the Goods by the Customer.

4.4 If the Customer fails to take delivery of the Goods within three business days of the Company notifying the Customer that the Goods are ready, then:

4.4.1 delivery of the Goods shall be deemed to have been completed at 9.00 a.m. on the third business day after the day on which the Company notified the Customer that the Goods were ready; and

4.4.2 the Company shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

5. ESTIMATES AND PRICES:

5.1 An estimate is a considered approximation of the cost of the Goods and is valid for 7 days from notification to the Customer.

5.2 Prices of Goods are those current at the time of the estimate and the Company reserves the right to increase such prices if the prices to the Company increase between the time of the estimate and the receipt of the Goods by the Company.

5.3 Unless otherwise agreed in writing, the Company will notify the Customer either orally or in writing if the estimate is exceeded by a substantial amount and will not supply the goods without the express permission from the Customer.

5.4 All prices quoted are exclusive of any applicable VAT.

5.5 Prices are Ex-works. Packing and carriage are extra.

6. PAYMENT

6.1 Settlements of accounts are to be not later than the end of the calendar month following the month of despatch of the goods. For certain large and bespoke orders a 40% upfront deposit payment will be required with balance as agreed.

6.2 If payment shall be in arrears in respect of goods already delivered to the Customer under this or any other agreement with the Company then the Company shall have the right to withhold any further delivery under the agreement until such arrears have been paid

6.3 If the Customer fails to make payment on the due date then without prejudice to any other right or remedy available to the Company, the Company shall be entitled to charge the Customer interest on the amount unpaid at the rate of 4% per annum above the current bank base rate until payment is made in full.

6.4 If the total invoice value of goods delivered to the Customer exceeds any notified credit limit the Company reserves the right to withhold further supply of goods.

6.5 The Customer shall pay all amounts due under this agreement 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 Company in order to justify withholding payment of any such amount in whole or in part. The Company 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 Company to the Customer.

6.6 This contract is divisible. Each delivery made hereunder :
(i) Shall be deemed to arise from a separate contract, and
(ii) Shall be invoiced separately and any invoice for a delivery shall be payable in
full in accordance with the terms of payment provided for herein without
reference to and notwithstanding any defect or default in the delivery of any
other instalment.

7. SHORTAGES
The Company shall not accept any claim for shortages unless notice in writing, by facsimile or e-mail, is given by the Customer within 3 business days of delivery.

8. TITLE AND RISK

8.1 The risk in the Goods shall pass to the Customer on delivery as set out in clause 4.3.

8.2 Title to the Goods shall not pass to the Customer until the Company has received payment in full (in cash or cleared funds) for the Goods.

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

8.3.1 hold the Goods on a fiduciary basis as the Company’s bailee;

8.3.2 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Company’s property;

8.3.3 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

8.3.4 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

8.3.5 notify the Company immediately if it becomes subject to any of the events listed in clause 11.2; and

8.3.6 give the Company such information relating to the Goods as the Company may require from time to time,
but the Customer may resell or use the Goods in the ordinary course of its business.

8.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 11.2 or the Company 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 Company may have, the Company 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 and the costs of any damage done to the property of the Customer or a third party or any expenses incurred in enforcing this clause shall be met by the Customer.

9. WARRANTIES

9.1 The Company warrants that on delivery, and for a period of 12 months from the date of delivery (Warranty Period), the Goods shall:

9.1.1 conform in all material respects with their description;

9.1.2 be free from material defects in design, material and workmanship;

9.1.3 be of satisfactory quality (within the meantime of the Sale of Goods Act 1979); and

9.1.4 be fit for any purpose held out by the Company.

9.2 Subject to clause 9.3. if:

9.2.1 the Customer gives notice in writing to the Company 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 clause 9.1;

9.2.2 the Company is given a reasonable opportunity of examining such Goods; and

9.2.3 the Customer (if asked to do so by the Company) returns such Goods to the Company’s place of business at the Company’s cost,
the Company shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

9.3 The Company shall not be liable for Goods’ failure to comply with the warranty set out in clause 9.1 in any of the following events:

9.3.1 the Customer makes any further use of such Goods after giving notice in accordance with clause 9.2;

9.3.2 the defect arises because the Customer failed to follow the Company’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;

9.3.3 the defect arises as a result of the Company following any drawing, design or specification supplied by the Customer;

9.3.4 the Customer alters or repairs such Goods without the written consent of the Company;

9.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

9.3.6 the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

9.4 Except as provided in this clause 9, the Company shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 9.1.

9.5 Except as set out in these conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this agreement.

10. VARIATION OR CANCELLATION

10.1 The Company will only agree variation or cancellation on the condition that all costs and expenses incurred by the Company up to the time of variation or cancellation and the loss of profit and other loss or damage resulting to the Company by reason of such variation or cancellation to the Company will be paid by the Customer.

10.2 The Company reserves the right to charge a minimum of 15% of the value of the Goods upon cancellation and return of the Goods on normal stock items.

10.3 The Company reserves the right to refuse credit on items specifically purchased on the Customer’s behalf and where the Company accepts cancellation and return of the Goods reserves the right to charge a minimum of 40% of the value of the Goods.

10.4 Returns will only be credited if the items are in an unused condition.

11. CUSTOMER’S INSOLVENCY OR INCAPACITY

11.1 If the Customer becomes subject to any of the events listed in clause 11.2 or the Company 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 Company, the Company may cancel or suspend all further deliveries under the Contract or under any other contract between the Customer and the Company without incurring any liability to the Customer, and all outstanding sums in respect of Goods delivered to the Customer shall become immediately due.

11.2 For the purposes of clause 11.1, the relevant events are

11.2.1 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;

11.2.2 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;

11.2.3 (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is 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;

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

11.2.5 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;

11.2.6 (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;

11.2.7 (being a company) a floating charge holder over the Customer’s assets has become entitled to appoint or has appointed
an administrative receiver;

11.2.8 a person becomes entitled to appoint a receiver over the Customer’s assets or a receiver is appointed over the
Customer’s assets;

11.2.9 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 clause 11.2.1 to clause 11.2.8 (inclusive);

11.2.10 the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or substantially the whole of
its business;

11.2.11 the Customer’s financial position deteriorates to such an extent that in the Company’s opinion the Customer’s capability
to adequately fulfil its obligations under the Contract has been placed in jeopardy; and

11.2.12 (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.

11.3 Termination of this agreement, however arising, shall not affect any of the parties’ rights and remedies that have accrued
as at termination. Clauses which expressly or by implication survive termination of this agreement shall continue in full
force and effect.

12. LIMITATION OF LIABILITY

12.1 Nothing in these conditions shall limit or exclude the Company’s liability for:

12.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as
applicable);

12.1.2 fraud or fraudulent misrepresentation;

12.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; or

12.1.4 defective products under the Consumer Protection Act 1987.

12.2 Subject to clause 12.1:

12.2.1 the Company shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory
duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the
Contract; and

12.2.2 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 not exceed the
price of the Goods.

13. FORCE MAJEURE
The Company shall not be liable to the Customer for any break of agreement as a result of strikes, lockouts, industrial
disputes, fire, explosion, flood or natural causes and in such event the Company may elect by written notice to cancel any
agreement with the Customer.

14. DATA and TECHNICAL INFORMATION
Any information or advice issued by the Company whether orally, in writing, by facsimile or e-mail is given in good faith
and after careful consideration and is based upon the technical information available to the Company at the time of issue.
The Company accepts no liability or consequential damage for technical advice not charged for.

15. INFRINGEMENT
The Customer shall indemnify the Company against all damages, penalties, costs, claims and liabilities arising out of the
infringement of any patent right or registered design or trademark or other intellectual property right of any kind occurring
during the carrying out of work by the Company in accordance with any specification or design or instruction of the
Customer expressed or implied.

16. GENERAL

16.1 Assignment and subcontracting

16.1.1 The Company may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its
rights or obligations under this agreement.

16.1.2 The Customer may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or
obligations under this agreement without the prior written consent of the Company.

16.2 Notices

16.2.1 Any notice or other communication given to a party under or in connection with this agreement 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 clause, and shall
be delivered personally, sent by pre-paid first class post, recorded delivery, commercial courier, fax or e-mail.

16.2.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address
referred to in clause 16.2.1; 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.

16.2.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

16.3 Severance

16.3.1 If any court or competent authority finds that any provision of this agreement (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 this agreement shall not be affected.

16.3.2 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.

16.4 Waiver
A waiver of any right or remedy under this agreement 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
this agreement 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.

16.5. Third party rights
A person who is not a party to this agreement shall not have any rights under or in connection with it.

16.6. Variation
Except as set out in these Conditions, any variation to this agreement, including the introduction of any additional terms
and conditions, shall only be binding when agreed in writing and signed by the Company.

16.7. Law and Jurisdiction
Any agreement in which these conditions are incorporated shall be construed under and take effect in accordance with
English law and any disputes arising there from shall be submitted to the exclusive jurisdiction of the courts of England
and Wales.