Terms and Conditions of Sale

In these Conditions the ‘Seller’ means Padley & Venables Ltd, by which the goods are sold.

1. SALE
(a) The order placed by the Buyer (The ‘Order’) is hereunder accepted by the Seller conditioned upon the following terms and conditions. Any term or condition in the Order, which is inconsistent with these conditions shall be of no effect.

(b) Any statement not specifically included herein shall not be part of the agreement between the parties. The description and illustrations contained in catalogues, price lists and other advertising matter were, to the best of the Seller’s knowledge, accurate at the time of publication but no representation or warranty is made as to the accuracy thereof and no such documents shall be incorporated in or form a part of this Order. The Seller does not guarantee to supply any goods, which may have become obsolete.

(c) Notwithstanding that the buyer may, in a single Order, purchase several different types of goods, or parts thereof, each Order shall be construed as forming a separate contract and failure to deliver any one of such types shall not constitute a breach of contract in respect of other items.

2. DELIVERY
(a) Unless otherwise expressly stated in the Order the Seller shall have the right to make delivery in instalments and the method of carriage of the goods shall be at the discretion of the Seller.

(b) Dates of periods for delivery are approximate and shall under no circumstances be essential terms. A delay in delivery including delivery later than the date or dates provided in the contract documents shall not constitute a breach of contract and shall not entitle the Buyer to avoid the contract or to any other remedy.

(c) All instalments of goods shall be deemed to be sold under a separate contract and shall be paid by the Buyer as invoiced without regard to subsequent deliveries. Failure to pay for any instalment when due shall excuse the Seller from making further deliveries. Delay in delivery of any instalment or delivery to the Buyer of a quantity of goods less than or greater than that set out in the Order shall under no circumstances entitle the Buyer to reject the goods delivered.

3. PRICE AND PAYMENT
(a) The Price payable by the Buyer shall be as set out in the Seller’s price list current at the date of despatch together with any Value Added Tax and any other tax or duty relating to the sale and delivery of goods chargeable to the Seller and (where appropriate) the applicable freight and other charges current at the date of despatch. The price payable shall be subject to adjustments in the event of any increases or decreases in rates of wages, transport, raw materials, general commodities and of conforming to statutory obligations or industry standards and in the case of such changes occurring during the currency of the Order, the price of an undelivered portion of the Order outstanding at the date of such change shall be subject to the price current at the date of despatch.

(b) The full invoice price shall be paid and received by the Seller by the last day of the month following the date of the invoice and the Buyer hereby waives any right to inspection or testing of goods as a condition precedent to the payment set forth in the contract documents. Interest shall be payable on sums not so paid, such interest to be calculated on a day-to-day basis on the amount outstanding at the rate of 1% per calendar month.

(c) Payment shall be made in the currency specified in the contract documents. Quotations in a currency other than Sterling are based on the rate of exchange current at the time of quoting and unless otherwise stated a quotation will be subject to revision up or down if any different rate of exchange is ruling at the date the Order acknowledgement is despatched.

4. DISPUTE
The Buyer shall not be entitled to withhold payment for any amount payable under the contract to the Seller by reason of any disputed claim of the Buyer in respect of defective goods or any other alleged breach of the contract, nor shall the Buyer be entitled to set off against any amount payable under the contract to the Seller any monies which are not then presently payable by the Seller or for which the Seller disputes liability.

5. INSPECTION
The Buyer shall be deemed to have accepted the goods and it shall be conclusively agreed that the goods are in accordance with the Contract unless:

(a) Within 14 days after receipt of the goods and prior to their use or re-sale, the Buyer serves upon the Seller a written notice specifying the defect in the quality or state of the goods or other respect in which the goods are not in accordance with the contract which would be apparent upon careful inspection or by such testing as it is reasonable in all circumstances for the Buyer to undertake or stating why the goods are not otherwise in accordance with the contract and thereafter provides to the Seller a reasonable opportunity of inspecting or testing the goods before they have been used or re-sold, or

(b) Within 3 days of receipt of the goods and prior to their use or re-sale, the Buyer serves upon the Seller a written notice specifying any loss or damage caused to the goods in transit. In the event of non-delivery of the goods in whole or in part, the Seller shall not be liable for any claim submitted by the Buyer unless such written notice reaches the Seller within such time from the date of despatch as would enable a claim to be made on the carrier, or

(c) If a defect in the quality or state of the goods or other respect in which the goods are not in accordance with the contract would not be apparent on inspection or reasonable testing, the Buyer serves upon the Seller written notice of such defect or respect forthwith upon its discovery and in any event no more than twelve months after receipt of the goods specifying the matters complained of and affording to the Seller an opportunity of inspecting the goods before any making good or replacement is undertaken. The Buyer shall not be excused from providing such opportunity by reason only of the incorporation of the goods in the property of a third party or the location of the goods in, upon or under the premises, water or land of a third party.

Any disputes arising between the parties as to any alleged defect in the quality or condition of the goods shall be referred to a single arbitrator to be agreed between the Seller and the Buyer or in default of agreement to be nominated by the President for the time being of the Law Society of England and Wales.

6. SPECIFICATION
Subject to the provisions of these conditions goods supplied by the Seller shall comply with the specification and standard, if any, agreed in writing between the Seller and Buyer for the purpose of the contract, which the goods are expressly described as complying with. Where the goods are manufactured in conformity with a sample provided by the Buyer to the Seller, it shall be the Buyer’s responsibility to ensure that the sample is of the correct standard and specification and the Seller shall not be responsible for the accuracy of any drawings or specifications supplied by the Buyer. The Buyer warrants that any plans, instructions, specifications or drawings given by the Buyer to the Seller shall not cause the Seller to infringe any patents, designs, whether registered or not, drawings, copyrights, trademarks or trade names in the performance of the contract and will keep the Seller indemnified against any claim arising therefrom.

7. EXCUSABLE DELAYS
Neither the Seller nor any sub-contractor shall be liable to the Buyer in any way for any delay in the manufacture or delivery of any of the goods where such failure or such delay arises directly or indirectly from failure to secure sufficient skilled labour, or materials, parts, fuel or any other essential elements necessary to the manufacture or delivery of the goods or from fire, the elements, war, civil commotion, strikes or lock-outs, industrial dispute, breakdown or partial failure of plant or machinery, late receipt of the Buyer’s specifications or other necessary information, acts, orders or regulations of governments, decisions or directives of the Commission of the European Communities, delay on the part of any sub-contractor or supplier or any cause whatsoever beyond the reasonable control of the Seller or any of its subsidiary or associated companies concerned with the manufacture, processing or delivery of the goods and in such event, the time for delivery of the goods shall be extended for a reasonable period having regard to the effect of the delaying cause on the manufacture or delivery of the goods.

8. DISCLAIMER OF WARRANTIES
Notwithstanding the provisions of Condition 6 hereof, any condition or warranty, statement or undertaking as to the quality of the goods or their fitness or suitability of any purpose however and whenever expressed, or which may be implied by statute, custom of the trade or otherwise is hereby excluded. Without prejudice to the foregoing, no statement or undertaking contained in any British Standard, Euronorm, ISO Recommendation, or other standard or technical specification as to the suitability of goods for any purpose or application which shall give rise to any legal liability. The Buyer shall satisfy itself that the goods are suitable for any product or application which shall give rise to any legal liability. The Buyer shall satisfy itself that the goods are suitable for any product or application for which they are to be used before the goods are incorporated into such product or application.

9. LIMITED WARRANTY
Subject to Buyer’s compliance with the requirements of inspection in Condition 5 hereof, if the goods are defective in quality or state (save for discrepancy in weight or quantity) the Seller undertakes to accept a return of the relevant goods and at the Buyer’s option either to:

(a) Repay or allow the Buyer the invoice price thereof, or

(b) Replace the goods by delivering replacement goods to the original place of delivery as soon as may be reasonably practical.

The undertakings in Condition 9 herein are given in lieu of any other legal remedy and the liability of the Seller shall for all purposes be limited to the cost of making good, the giving of any appropriate credit or repayment or to the replacement of all goods in accordance with this condition. No claim of any kind, whether as to the goods delivered or for non-delivery of the goods shall be greater in amount than the invoice price of the goods in respect of which such claim is made. In no event shall the Seller be liable to any other loss, damage or expense whatsoever caused by any breach of contract, negligence or breach of any duty of the Seller whatsoever of howsoever such loss, damage of expense may have been caused.

10. HIRE WORK
The following additional provisions shall apply to any work done by the Seller or by its sub-contractors on materials or products of the Buyer and any term or condition in the Buyer’s Order which is inconsistent with these conditions shall be of no effect:

(a) In no event shall the Seller be liable for any amount greater than the invoice price for the work to be performed;

(b) All materials or products shipped to and from the Seller shall be at the Buyer’s sole risk and expense and the Seller shall not be liable for any damage or loss to such materials or products whilst in the Seller’s possession;

(c) The Seller shall not be liable for any failure of or defects in such materials or products after completion of the work thereon;

(d) In the event of any increase in the cost of labour or of materials or amount of work between the date of the quotation and the date of completion of the work, the Seller may make an appropriate increase in the price specified in the quotation or invoice. Such increase to be payable prior to delivery;

(e) Products and materials supplied under this Order are not warranted or guaranteed to be suitable for any particular purpose, application or treatment or to be free from surface defects discernible only by magnetic crack detection and selection unless expressly agreed by the Seller in writing.

11. GOODS SOLD F.O.B.
Here the goods are sold F.O.B. the responsibility of the Seller shall cease the moment the goods are placed over the ships rail.

12. RETENTION OF TITLE
No property whether legal or beneficial in the goods shall vest in the Buyer unless and until;

(a) The Buyer makes full payment to the Seller for the goods, or

(b) The goods are incorporated in or utilised in the manufacture of products, or

(c) The goods are sold and delivered by the Buyer, whichever shall be the earlier.

Until the first of such events the Buyer shall in all respects treat and deal with the goods as the bailee of the Seller and shall store the goods so that they are readily identifiable as the property of the Seller. During such period (and without prejudice to its other rights) the Seller shall be entitled to enter any premises to inspect the goods and at any time, to re-take and re-claim the goods. For the purposes of this condition, de-coiling, cutting, slitting, cold bending or re-bundling of goods shall not constitute the manufacture of a product or products. Until full payment has been made, the Buyer shall not be entitled to dispose of any property in the goods (by sale or otherwise) to the holding company of the Buyer or to any subsidiary of the Buyer or of such holding company.

Upon delivery, the goods shall be at the risk of the Buyer.

13. DEFAULT
Without prejudice to its other rights, the Seller may immediately terminate wholly or in part any or every contract between itself and the Buyer or suspend any further deliveries under any or every contract upon the occurrence of any one of the following events:

(a) The Buyer defaults in the payment of any indebtedness as and when due hereunder.

(b) The Buyer has failed to take delivery of the goods in accordance with any contract between it and the Seller.

(c) The Buyer becomes actually or apparently insolvent or enters into any composition or arrangement with its creditors or at any time or times hereafter the Seller, in good faith, determines that it is insecure with respect to a payment from the Buyer to the Seller or any of the Buyer’s liabilities hereunder.

(d) Any legal, equitable, governmental or administrative action is commenced or threatened against any party hereto for damages or injuries to persons or property arising from the design, manufacture, use, sale or distribution of the goods.

(e) A Petition has to be presented for an order for the winding-up of the Buyer or for a Receiver (including an Administrative Receiver) or Administrator to be appointed or if any such order or appointment is made or if, being an individual or partnership the Buyer suspends payment of his or their debts in whole or in part or if an application has been made for an Interim Order or a Petition has been presented for a Bankruptcy Order or if any such order is made or if the Buyer, whether or not a body corporate, shall carry out or shall be subject to any analogous act or proceedings under foreign law.

The Seller shall be entitled to exercise its aforesaid rights of termination or suspension at any time during which the event or default giving rise thereto has not ceased or been remedied and in the event of any such suspension, the Seller shall be entitled as a condition of resuming delivery under any contract between it and the Buyer to require pre-payment of, or such security as it may require for the payment of, the price of any further delivery.

14. CANCELLATION OF ORDERS
This Order may not be cancelled by the Buyer in whole or in part without the express written consent of the Seller and without prejudice to any other rights of the Seller under the terms and conditions of this Order, the Seller may make a charge for any such Order cancellation.

15. MISCELLANEOUS
(a) The rights of the parties hereto shall not be prejudiced or restricted by any indulgences or forbearance extended by either party to the other and no waiver by either party in respect of any breach shall operate as a waiver in respect of any subsequent breach. Any variation in the terms of this Order must be agreed in writing between the parties.

(b) This Order shall be governed by the Laws of England. No provision or term of this Order will be of any effect in any State or Jurisdiction if its inclusion would affect the validity or enforcement of this Order but, in any such case, all of the remaining provisions and terms hereof shall continue and shall be effective according to the intent of these terms and conditions as though such invalid provision or term had never been included herein. The Buyer on entering into this Order submits to the jurisdiction of the English Courts.

Revised: 1996