Terms

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FABRIKAT (NOTTINGHAM) LIMITED TERMS AND CONDITIONS OF BUSINESS

1. These conditions are the terms on which Fabrikat (Nottingham) Limited (hereinafter referred to as "The Company")contract for the sale and/or supply of goods and services and no variation or modification of these terms and conditions(notwithstanding any conditions of terms included in the Customer's Order or any subsequent document) shall be of any effect unless amended in accordance with para 15 hereof.

2. Definitions
Interpretation of trade terms used in any contract with the Company shall be those laid down in the Interpretation of Trade Terms, commonly known as "Incoterms".

3. Order
No order shall be binding upon the Company unless it is expressly accepted in writing by the Company.

4. Prices
Prices for the Company's goods are subject to alteration and Orders are accepted on the basis that the goods will be invoiced at the price ruling at the date of despatch by the Company unless otherwise stated on the Company's quotation and all prices are subject to the addition of Value Added Tax at the appropriate rate, where appropriate.

5. Export Prices
Prices for the Company's goods for export are based upon the Foreign Exchange Rate ruling at the date of despatch of the goods by the Company.

6. Terms of Credit
Any order for goods placed with the Company shall be subject to the customer providing to the satisfaction of the Company, evidence of his credit worthiness.

7. Payment
Payment shall be made by the Customer immediately upon receipt of the company's invoice and if the invoice is not paid in full within a period of 30 days of its receipt by the Customer the Company shall be entitled to charge interest on the amount due at 2% above the Minimum Landing Rate ruling at the time. The terms of payment under these conditions can only be varied by agreement of the Company in writing and included in the Company's official Acknowledgement of Order.

8. Ownership of Goods
Goods are uniquely identifiable and property in the goods shall not pass to the Customer until the goods are paid for in full by the Customer and the Company shall have the right to recover such goods not paid for in full at the expense of the Customer.

9. Insurance
a) Insurance of all goods supplied by the Company shall be the responsibility of the Customer immediately upon the delivery of the goods to his premises, or to the site to which they are delivered.
b) Insurance of goods exported from the United Kingdom shall be the responsibility of the Customer immediately upon the delivery of the goods by the Company to the Port of Embarkation.

10. Cancellations
The Company reserves the right to refuse cancellation of orders placed by Customers and acceptance of goods returned to the Company without its permission will be refused. In respect of any goods returned to the Company with its permission the Customer shall be responsible for the original cost of transport, the cost of removal of the goods and return transport and a re-stocking charge of 10% of the total value of the Company's invoice.

11. Delivery
The Company reserves the right to refuse cancellation of orders placed by Customers and acceptance of goods returned to the Company without its permission will be refused. In respect of any goods returned to the Company with its permission the Customer shall be responsible for the original cost of transport, the cost of removal of the goods and return transport and a re-stocking charge of 10% of the total value of the Company's invoice.

12. Specifications
Information regarding the Company's goods are contained in Catalogues and any other printed matter provided by the Company to the Customer are given in good faith but are intended as being approximate and it shall be the duty of the Customer to rely on its own judgement as to the nature quality and suitability for its purposes of the Company's goods. The Company reserves the right to alter or amend specifications without prior notice.

13. Damage and Shortage
a) Where goods are delivered by outside carriers damage or part loss claims cannot be entertained unless the carriers and the Company are notified in writing within three days from date of delivery.
b) Where goods are delivered by the Company and a receipt of delivery note signed by the Customer is received, the goods will be deemed to have been examined and therefore no claim for damage or loss made by the Customer can be entertained by the Company. The Customer may not exclude this provision either by marking his signature “unexamined” or by failing to return the signed delivery note or otherwise.

14. Warranty
The Company's liability for replacing goods which have proved, to the Company's reasonable satisfaction to be defective under careful use because of defective materials, whether used by the Company, its associates or suppliers, or because of faulty workmanship of the Company's employees before and during the three calendar months from the date of supply, is limited to replacing such goods free of charge. Any such replacement is subject to the Customer notifying the Company of the defect in writing within three calendar months from the date of supply, and subject to the Customer not having attempted to repair the goods himself or in any way interfered with the goods. The provision of section 12 of the Sale of Goods Act 1893 shall apply to this Contract, but this guarantee is given in lieu of all other warranties conditions and obligations imposed or applied by statute or otherwise, and in particular, without prejudice to the generality of the foregoing, the Company shall not be liable for loss of profit or goodwill of the buyer or any other person arising directly or indirectly from any breach of this Contract or for any other indirect or consequential damage whatsoever. No claim under this guarantee by the buyer shall be a basis for rescinding the Contract or for withholding payment of any sum due to the Company under this or any other Contract.

15. Variation
Any variation of these Terms and Conditions of Business shall only be of any effect if they are expressly agreed in writing by the Company under the signature of a Director of the Company.

16. Forces Majeure
The Company shall not be responsible in any manner whatsoever by its failure to perform all or part of the Contract as a result of interruption of the Contract by act of God, sanctions, embargo or any other restriction of Order of any government or agencies or by war, threat of war, warlike conditions, mobilization, blockade, revolution, civil commotion, riot, sabotage, strike, lock-out, sickness epidemic, fire, flood, breakdown at the Company's or any of its associated factories, accidents, curtailment in manufacture or any other circumstances beyond the control of the Company. Shipment or transportation of goods involved in any of the aforementioned matters may be delayed for a period necessary for restoration from such disturbances, however, either the Company or the Customer shall have the right to terminate the Contract under a telegraphic notice to the other if such a delayed for a period necessary for restoration from such disturbances, however, either the Company or the Customer shall have the right to terminate the Contract under a telegraphic notice to the other if such a delay in shipment shall exceed thirty days.

17. Law and Jurisdiction
The Laws of England and Wales shall be the only Laws applying to this Contract and any litigation arising out of this Contract shall be conducted only in England.