Terms and conditions

1. GENERAL

Unless otherwise expressly agreed in writing by a Director of the "Seller" all goods are sold upon the following terms and conditions. Any other conditions whether oral or printed in the "Buyers" order forms or any other document from the "Buyer" are binding only in so far as they:-

a) Are not at variance with these conditions and

b) Have been specifically agreed in writing.

2. DEFINITIONS

"Seller" means Fast-Tech Supplies Limited.

"Buyer" means the person, firm or corporation who buys or agrees to buy the goods from the "Seller".

"Goods" means the articles, which the "Buyer" agrees to buy from the "Seller"

"Conditions" means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the "Seller".

"Contract" means the contract between the "Buyer" and the "Seller" for the supply of goods subject to the conditions.

3. TERMS OF OFFER

a) Estimates or quotations particularly with reference to price and delivery shall not be binding on the "Seller" the contract is accepted only upon written confirmation by the "Sellers" of the order, or on performance of the order.

b) Oral representations including those made over the telephone are not binding unless confirmed in writing.

4. CANCELLATION AND ALTERATION

Orders accepted by the "Sellers" cannot be countermanded or deliveries deferred except with the "Sellers" prior consent in writing. Orders once placed and accepted cannot be cancelled except with the "Sellers" written consent and on the terms, which will indemnify the "Seller" against any loss incurred thereby. Where the goods are returned by the "Buyer" without the "Sellers" consent other than under the provisions of these conditions they will not be accepted for credit. The "Seller" will not accept cancellation of orders for items that have been ordered, manufactured or modified specifically to a "Buyers" requirement.

5. PRICE

All prices quoted or listed by the "Seller" are based on the prices of the "Sellers" suppliers at the time of quotation and are subject to adjustment prior to despatch to cover any increase in such prices or in taxation or duty which might take place prior to delivery and such prices are exclusive of packing carriage and VAT unless otherwise stated.

6. DELIVERY AND ACCEPTANCE

a) The "Seller" will use its best endeavours to deliver at the time stated but delivery dates shall be regarded as estimates only. The "Seller" shall not be liable for any delay occasioned by any cause whatsoever beyond the "Sellers" control.

b) Goods shall be deemed to be delivered when handed over to the "Buyer" .

c) In the case of delivery of goods by instalments the "Buyer" will not be entitled to treat the delivery of faulty goods in any one instalment or the late delivery or the non-delivery of any one instalment as a repudiation of the whole contract.

d) The "Seller" must be informed in writing on the "Buyers" own notepaper within three days of delivery of goods in the event of any shortage or damage and within fourteen days of despatch if the goods have not been delivered otherwise the goods shall be deemed to have been accepted by the "Buyer" as being in good order and in conformity with the contract. Obvious damage to goods or crates must be noted on the carriers' delivery note at the time of delivery.

7. RISK

The risk of loss or damage to the goods passes to the "Buyer" upon delivery.

8. ADVICE

Technical advice is given in the best of the "Sellers" knowledge and on the basis of the "Sellers" research work and experience. No liability is accepted for data and information given with respect to suitability and application of the products and the "Buyers" should not by reason thereof forego making their own tests and investigations. The "Buyers" are responsible for ensuring that statutory and other official regulations are complied with when the product is used.

9. PAYMENT

a) Payment of invoices shall unless otherwise agreed in writing be made in full without any deduction or set-off within 30 days nett monthly.

b) Any extension of credit allowed to the "Buyers" may be changed or withdrawn at any time and the "Sellers" reserve the right to require immediate payment.

c) Interest shall be payable on overdue accounts at the rate 3% per annum over either the current rate of interest charged to the "Sellers" or Lloyds Bank Plc base rate whichever is the greater during the relevant period. Such interest to run from the due date of payment thereof until receipt by the "Sellers" of the full amount whether or not after judgement.

d) The "Sellers" may require full or partial payment of the price of the goods prior to delivery or the provision of security for payment by the "Buyers" in a form acceptable to the "Sellers".

e) Failure to make due payment in respect of deliveries or instalments under this or any other contract between the "Buyer" and the "Seller" shall entitle the "Seller" to delay, to suspend or cancel deliveries in whole or part at its option.

10. RETENTION OF TITLE

All goods are supplied to the "Buyers" by the "Sellers" on the following terms:

a) The goods shall remain the sole and absolute property of the "Sellers" as legal and equitable owner until such time as the "Buyers" shall have paid to the "Sellers" the agreed price together with the full price of any other goods that are the subject of any other contract with the "Sellers".

b) Until such payment the "Buyers" shall be in possession of the goods solely as bailee for the "Sellers" and in a fiduciary capacity and shall store the goods in such a way as to enable them to be identified as the property of the "Sellers".

c) The "Sellers" reserve the immediate right of repossession of any goods to which they have retained title as aforesaid and thereafter to re-sell the same and for this purpose the "Buyers" hereby grant an irrevocable right and licence to the "Sellers" servants and agents to enter upon all or any of their premises with or without vehicles during normal business hours. This right shall continue to subsist notwithstanding the termination of the contract for any reason and is without prejudice to any accrued right of the "Sellers" hereunder or otherwise.

d) Subject to the terms hereof the "Buyers" are licensed by the "Sellers" to process the said goods in such fashion as they may wish and/or incorporate them in or with any other product or products subject to the express condition that the new product or products or any other chattel whatsoever containing any part of the said goods shall become the sole and exclusive property of the "Sellers" and shall be separately stored and marked so as to be identifiable as being made from or with the goods that are the property of the "Sellers". The "Buyers" shall be at liberty and may in the ordinary course of their business sell and deliver the goods or any product produced with the "Sellers" goods to any third party as the "Sellers" bailee and in a fiduciary capacity and provided that the entire proceeds of sale are held in trust for the "Sellers" and not mingled with any other monies and shall at all times be identifiable as the "Sellers" monies. The "Buyers" agree immediately upon being so requested by the "Sellers" to assign to the "Sellers" all rights and claims which the "Buyers" may have against their customers arising from such sales until payment is made in full as aforesaid.

e) The "Buyer" shall immediately notify the "Seller" in writing if anyone threatens to issue any form of insolvency proceedings against the "Buyer" or to seek to appoint a receiver or manager over any of the "Buyers" property and shall notify the "Seller" in writing before initiating such proceedings or entering into any voluntary arrangement or composition with its creditors.

11. LIABILITY

The "Sellers" shall not be liable to the "Buyers":

a) For shortages, damage or loss of goods unless notified as laid out in Section 6.

b) For defects in the goods caused by fair wear and tear abnormal conditions of storage or use or any act neglect or default of the "Buyers".

c) Where liability is accepted by the "Sellers", the "Sellers" only obligation shall be at their option to make good any shortage non-delivery and/or as appropriate to replace and repair any goods found to be damaged or defective.

d) The "Sellers" aggregate liability to the "Buyers" whether for negligence, breach of contract, misrepresentation or otherwise shall not in any circumstances exceed the cost of the defective, damaged or undelivered goods which give rise to such liability as determined by the net price invoiced to the "Buyers" in respect of any occurrence or series of occurrences.

e) Subject to the foregoing all conditions warrantees and representations expressed or implied by statute common law or otherwise in relation to the goods are hereby excluded and the "Sellers" shall be under no liability to the "Buyers" for any loss damage or injury direct or indirect resulting from defective material faulty workmanship or otherwise howsoever arising and whether or not caused by the negligence of the "Sellers" employees or agent save that the "Sellers" shall accept liability for death or personal injury caused by the negligence of the "Sellers".

f) The "Sellers" prices are determined on the basis of the limits of liability set out in this condition. The "Buyers" may by written notice to the "Sellers" request the "Sellers" to agree a higher limit of liability provided insurance cover can be obtained therefore.

12. SET-OFF

No claims arising out of or in respect of the contract or any other contract between the parties shall excuse the payment of the contract price when due and no right to set-off shall exist in favour of the "Buyer".

13. FORCE MAJEURE

The "Seller" shall not be liable to the "Buyer" for any loss or damage caused to or suffered by the "Buyer" as a direct or indirect result of the supply of the goods by the "Seller" being prevented, restricted, hindered or delayed by reason of any circumstances outside the control of the "Seller" including but without limitation fire, labour dispute, flood, act of God or any circumstances affecting the provision of any of the goods or part thereof by the "Sellers" usual source of supply.

14. SEVERANCE

If any part of this contract is ineffective under the law by prohibition or non-conformity or formality it will be deemed to be deleted or altered to the extent required to ensure that the remainder of the contract is unaffected and the conditions therein remain binding upon the parties.

15. LEGAL INTERPRETATION

This contract shall be governed by the laws of England and Wales and the parties agree to subject themselves to the jurisdiction of the English Courts.