SMET Ltd Terms & Conditions Of Sale.

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1. FORMATION OF CONTRACT.
2. VARIATIONS OF CONDITIONS.
3. ACCEPTANCE OF ORDERS.
4. NEW ACCOUNTS.
5. TELEPHONE ORDERS.
6. TELEX AND FAX ORDERS.
7. PRICE VARIATIONS.
8. PASSING OF PROPERTY.
9. PASSING OF RISK.
10. DELIVERY BY INSTALMENTS.
11. CARRIAGE AND PACKING.
12. NON-DELIVERY/LOSS/DAMAGE/DEFECT.
13. CONSEQUENTIAL LOSS.
14. PENALTY CLAUSES.
15. FORCE MAJEURE.
16. RETURNS.
17. TRADE-MARKS, PATENTS, COPYRIGHT AND INTELLECTUAL PROPERTY RIGHTS.
18. DELIVERY.
20. INDEMNITY.
21. LIABILITY.
22. ASSIGNMENT.
23. INDULGENCE.
24. PAYMENT.
25. CANCELLATION.
26. DECLARATIONS OF CONFORMITY.
27. CATALOGUES.
28. ARBITRATION.
29. STATUTORY RIGHTS.
30. LAW.
31. POLICY REGARDING LIFE DEPENDENT USAGE.
32. POLICY REGARDING AVIATION, RAIL AND MARINE USAGE.

Unless otherwise agreed in writing by the Seller all goods are supplied on the following terms and conditions to the exclusion of any terms and conditions stipulated by the Buyer and any previous representations, warranties or communications not expressly incorporated herein.

1. FORMATION OF CONTRACT.

Quotations unless previously withdrawn, shall be valid for a period not exceeding thirty days from date of tender. No order shall be deemed acceptable until the Seller's written acknowledgement thereof has been made and subject only to the terms and conditions stated below. Any stipulations or conditions in the Buyer's order form which conflict with these conditions or in any way qualify or negate the same shall be deemed to be inapplicable to the order placed with the Seller unless expressly agreed to by the Seller in writing when acknowledging the order in question.

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2. VARIATIONS OF CONDITIONS.

Unless otherwise agreed in writing by the Seller, the goods are supplied by the Seller only on these conditions and no variation of or addition thereto (whether contained in any document emanating from the Buyer or made orally by any person acting or purporting to act on behalf of the Seller) shall have effect unless it is in writing signed by or on behalf of the Seller. Should any of these conditions conflict with any conditions stated in the Buyer's order, these conditions shall prevail. The giving by the Buyer of any delivery instructions for the goods or any part thereof or the acceptance by the Buyer of delivery of the goods or any part thereof or any conduct by the Buyer in confirmation of the transaction set out on the basis hereof after receipt by the Buyer of this document shall constitute unqualified acceptance by the Buyer of these conditions.

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3. ACCEPTANCE OF ORDERS.

All orders must contain sufficient written information to enable the Seller to supply and or manufacture the goods required but no order shall result in a binding contract of sale unless and until it is accepted by the Seller in writing. No liability can be accepted for incorrect goods.

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4. NEW ACCOUNTS.

Credit accounts cannot be opened under the minimum amount in operation at the time of placing the order. Customers wishing to open a credit account must furnish two trade references and a bankers reference.

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5. TELEPHONE ORDERS.

Telephone orders will be accepted only if any official order number is quoted in all cases. Telephoned orders must be confirmed in writing. The written order must be clearly marked confirmation. If duplication occurs due to thus not being marked delivery must be accepted.

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6. TELEX AND FAX ORDERS.

Telex and Fax orders will be deemed to be binding contracts subject to purchase to the Seller's standard terms and conditions.

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7. PRICE VARIATIONS.

The Seller shall be entitled to adjust the purchase price of the goods whether before or after the making of the agreement to which these conditions relate in the event of any variation in the cost to the Seller of supplying the goods or any part thereof, caused by any reason whatsoever beyond the control of the Seller including (without prejudice to the generality of the foregoing) changes in Exchange Rates or the action of any government or authority. Any increase in delivery charges imposed by the Seller after the date of confirmation of order shall be for the account of the Buyer. The minimum charge in operation at the time of placing the order must be accepted.

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8. PASSING OF PROPERTY.

The property in the goods shall notwithstanding delivery to the Buyer remain in the Seller until the Buyer has paid the full price as well as all other sums whatsoever due to the Seller. If at any time payment of the price of or any other sums due to the Seller is overdue, the Seller may by its servants or agents enter upon the Buyer's premises and recover and dispose of the goods and the Buyer shall make no claim against the Seller in respect of such entry or disposal. The Buyer may in the ordinary course of business mix the goods with other objects or convert the goods into other objects whether or not such mixture or conversion renders the goods unidentifiable. In that event the property in the mixture or the converted goods as the case may be shall forthwith pass to the Seller and remain with the Seller from the moment of the mixture or conversion until the Buyer has paid all sums whatsoever due to the Seller and the provisions of the above subclauses shall apply to any such mixture or converted goods as if it or they were the goods themselves.

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9. PASSING OF RISK.

The risk in goods supplied overland shall pass to the Buyer on delivery to the Buyer's designated premises or the carrier nominated by him (whichever shall first occur). The risk in goods supplied by sea or air transport shall pass to the Buyer on delivery to the carrier nominated by the Buyer in which case the Seller will at the Buyer's written request, cost and risk arrange for the Buyer's express instructions as to transit and packaging for sea or air transport to be carried out.

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10. DELIVERY BY INSTALMENTS.

If any order for goods is be to delivered by several instalments to the Buyer each such instalment shall be treated as a separate and identifiable contract and the rights of either party thereunder shall be construed accordingly, save only that the Seller may suspend delivery thereof whilst payment is overdue in respect of any previous instalment. If the Seller shall fail to make delivery or shall make defective delivery of any instalment such failure or defective delivery shall not affect the obligations of the parties under the contract of which these conditions form part in respect of the other instalments. Orders can only be accepted for scheduled delivery where the value of each shipment is not less than that stipulated by the Seller at the time of dispatch.

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11. CARRIAGE AND PACKING.

In all mainland areas of England, Scotland and Wales carriage and packing will be charged at cost unless otherwise specified in writing. Express or Special Delivery at the Buyer's request will always be at the Buyer's expense. Prices do not include V.A.T. which is chargeable on transport and post. Delivery may at the Sellers option be effected.

(a) by rail within the railways free carriage area or to private sidings or

(b) by road or mail on suitable roads only to the address on the Buyer's order.

(c) EXPORT - All packing and delivery charges on goods beyond the mainland will be charged at cost and by method designated by the Seller.

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12. NON-DELIVERY/LOSS/DAMAGE/DEFECT.

The Seller shall be notified in writing of the non-receipt of any goods by the Buyer or his nominated carrier within seven days of the invoice date, failing which the Seller shall be under no liability whatsoever to the Buyer, who shall nevertheless hold the Seller indemnified against any loss arising or damage suffered through the failure to inform the carrier or the insurers within the required time limits. The Buyer must notify the Seller of any alleged defect in or damage to the goods within ten days of actual receipt and thereafter shall be deemed to have accepted the goods in all respects. Any such notice must specify the particular defect and must afford the Seller reasonable opportunity to inspect the goods in question. If the goods are agreed by the Seller to be defective or faulty the Seller will (at its option) either rectify the defect or fault or replace any such goods or credit the invoice value of the goods and such rectification or replacement or credit will be in full satisfaction of any claim by the Buyer.

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13. CONSEQUENTIAL LOSS.

The Seller shall be under no liability whatsoever (including without prejudice to the generality of the foregoing any liability in tort or for consequential loss or damage of any kind) for breakage or resulting defect occurring after delivery for any defect in or failure of or unsuitability for any purpose of the goods or any part thereof whether the same be due to any act omission negligence or wilful default of the Seller or its servants or agents or to faulty design, workmanship or material or any other cause whatsoever, including (without prejudice to the generality of the foregoing) any breach by the Seller, its servants or agents of any fundamental term or any fundamental breach by the Seller, its servants or agents of any term of the contract of which these conditions form part; and all other conditions, warranties or other terms whether express or implied, statutory or otherwise inconsistent with the provisions of these conditions are hereby expressly excluded.

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14. PENALTY CLAUSES.

Penalty clauses on customer's orders or contracts cannot be accepted unless a specific undertaking in writing is secured from the Seller covering each order or contract concerned. Such an undertaking will not be regarded as valid unless signed by a Director of the Seller.

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15. FORCE MAJEURE.

The Seller shall do all in its power to perform the terms of any contract of which these conditions form part and in particular to meet all delivery dates but shall not be liable for any failure to observe or breach of any of the terms hereof by reasons of acts of God, war, riots, civil commotions, strikes, lockouts, trade disputes, fires, breakdowns, interruptions of transport,Governmental action, delay in delivery by the Seller's suppliers or any other cause whatsoever beyond its control, the time for delivery shall be extended until such cause shall have ceased to operate. In such circumstances except where goods are in transit the Seller may terminate the unperformed part of any contract of which these conditions form part by notice in writing delivered to the Buyer within fourteen days of the occurrence of such action or circumstances as makes the Seller fail to observe or break the terms hereof without incurring any liability by reasons of such determination.

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16. RETURNS.

Goods supplied can be returned only if the Seller's permission is first obtained. Permission will only be considered if the goods are those which the Seller regularly carries in stock. All returns are subject to a re-stocking charge of 20% of unit cost.

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17. TRADE-MARKS, PATENTS, COPYRIGHT AND INTELLECTUAL PROPERTY RIGHTS.

The supply of goods by the Seller shall not confer any right upon the Buyer to use any Seller's trade-mark without prior written consent of the Seller and at all times such trade-mark shall remain the property of the Seller. Neither does it imply any right to use any Seller's patent, copyright, intellectual property rights or any indemnity against infringement of third party patents, copyright, or intellectual property rights.

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18. DELIVERY.

Any stipulated time for delivery shall date from the receipt by the Seller of the Buyer's written order to proceed or of all the necessary information and drawings to enable the Seller to put the work in hand, whichever be the later. Delivery dates or periods are given in good faith and the Seller will make every effort to meet them, but no liability is accepted for failure to deliver on a specified date or within a specified period.

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19. DIMENSIONS.

All mouldings supplied by the Seller shall conform as nearly as possible to the dimensions stipulated by the Buyer but deviations therefrom not adversely affecting the products to any material extent shall not affect the contract or entitle the Buyer to cancel same. Any variation in limits to the subject to special arrangement and agreement in writing prior to acceptance of order.

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20. INDEMNITY.

The Buyer shall indemnify the Seller against all claims in respect of any loss, injury or damage sustained by a third party, however caused, after receipt of the goods by the Buyer and shall also pay and indemnify the Seller against all royalties or other payments in respect of any patents, registered designs or other rights which may be claimed as a result of goods being made according to design or specifications supplied by the Buyer and shall indemnify the Seller against all claims expenses and costs in connection with any infringement or alleged infringement or any patent registered design or other right in the manufacture of such goods.

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21. LIABILITY.

(a) The Seller will use his best endeavours to obtain for the Buyer the benefit of any warranty in respect of the goods (including any undertakings to repair or replace defective parts) which the Seller receives from his own suppliers in relation thereto.

(b) The Sellers liability in terms of these conditions is in lieu and to the exclusion of all other warranties conditions or obligations imposed or implied by statute or otherwise in relation to the quality of description of the goods or their fitness for any particular purpose.

(c) All liability for consequential or indirect loss or damage howsoever arising is hereby expressly excluded.

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22. ASSIGNMENT.

The Buyer shall not without the Sellers prior written consent assign or transfer or purport to assign or transfer the contract to which these conditions relate or the benefit thereof to any other person whosoever.

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23. INDULGENCE.

No indulgence for forbearance extended to the Buyer shall limit or prejudice any right or claim available to the Seller.

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24. PAYMENT.

(a) If no demand is made accounts must be paid Strictly Nett thirty days from the last day of the month in which invoice is dated.

(b) If any account is overdue the Seller shall be entitled without prejudice to any other right to damages or other remedy; to withhold further deliveries until payment of such account is made.

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25. CANCELLATION.

(a) If the Buyer shall fail to make payment when it becomes due or shall enter into any composition or arrangement with its creditors of it being an incorporated company shall have a receiver appointed or shall pass a resolution for winding up or a Court shall make an order to that effect or if not being an incorporated company shall have a receiving order made against it or there shall be any breach by the Buyer of any of the terms and conditions hereof, the Seller may defer or cancel any further deliveries and treat the contract of which these conditions form part as determined but without prejudice to its right to any unpaid purchase price of goods delivered and to damages for any loss suffered in consequence thereof.

(b) Orders are not subject to cancellation, change, reduction in amount or suspension of deliveries except with our consent and upon terms which protect the Seller from loss.

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26. DECLARATIONS OF CONFORMITY.

Declarations of Conformity can be issued on request at a cost stipulated by the Seller at the time of order.

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27. CATALOGUES.

Catalogues and other advertising matter are issued to indicate the type and range of goods we offer and no particulars therein are binding to us.

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28. ARBITRATION.

If at any time any question, dispute or difference whatsoever shall arise between the Buyer and the Seller upon or in relation to or in connection with the contract, either party shall give to the other notice in writing of such question, dispute or difference and the same shall be referred to arbitration by a sole arbitrator to be mutually agreed upon and failing agreement within one month from the receipt of the said notice, to be appointed at the request of either party by the President of the local Law Society or the Chamber of Commerce. This submission to arbitration is in accordance with the subject to the provisions of the Arbitration Act 1950 or any statutory modification or re-enactment thereof for the time being in force.

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29. STATUTORY RIGHTS.

Nothing herein contained is intended to affect nor will it affect a consumer's statutory rights under the Sale of Goods Act 1893 as amended by the Supply of Goods (Implied Terms) Act 1973 or the Unfair Contract Terms Act 1977.

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30. LAW.

This contract shall in all respects be construed and operate as an English contract and all matters arising there under shall be determined in accordance with the laws of England.

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31. POLICY REGARDING LIFE DEPENDENT USAGE.

No unit manufactured or supplied by SMET LTD. shall be considered for life dependent use unless specifically certified in writing, the document being signed by a serving director of SMET LTD.

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32. POLICY REGARDING AVIATION, RAIL AND MARINE USAGE.

No unit manufactured or supplied by SMET LTD. shall be considered for use in the above areas unless certified in writing, the document being signed by a serving director of SMET LTD.

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