Terms and Conditions

Business customers and consumers

Some of these terms apply to consumers only; some apply to business customers only. Those terms are marked as such.

You are classified as a business customer if you indicate to us that the goods supplied by us will be

used in the course of your business or if you use the goods in the course of your business

If you are not a business customer, you are a consumer. Nothing in these terms affects your statutory rights as a customer.

Price

Our quotations lapse after 30 days (unless otherwise agreed).

Business customers: Unless otherwise stated, the price quoted to business customers is an illustrative estimate only and the price charged will be our price current at the time of delivery. Business customers: Rates of tax and duties on the goods will be as applying at the time of delivery. Business customers: At any time before delivery we may adjust the price to reflect any increase in our costs of supplying the goods.

Payment terms

Time of payment is a very important term of the contract between us.

Business customers: if you have an approved UK business credit account, Payment is due no later

we may cancel any discount offered to you; you shall pay us interest at the rate set for the purposes of s6 of the Late Payment of Commercial Debts (Interest) Act 1998 (amended and Supplemented by the Late Payment of Commercial Debts Regulations 2002) calculated (on a daily basis) from the date of our invoice until payment; compounded on the first day of each calendar month; and arising before and after any judgement.

bring forward your due date for payment.

We may take any of those actions in Oat any time and without notice.

You do not have the right to set off any money you may claim from us against anything you owe us. While you owe money to us, we have a right to keep any property we may hold of yours until you have paid us in full (a lien)

Delivery

Delivery takes place either: at our premises (if you are collecting them or arranging carriage); or at your premises (if we are arranging carriage).

All delivery times quoted are estimates only; time of delivery is not a very important term of the contract between us.

separate contract.

If we fail to deliver within a reasonable time (other than under clause 0) you may (by informing us in writing) cancel the contract, however:

if you cancel the contract, you can have no further claim against us

If you accept delivery of the goods after the estimated delivery time, it will be on the basis that you have no claim for delay (including indirect or consequential loss, or increase in the price of goods). Business customers: if necessary you are to provide free of charge any labour that may be required for unloading and stacking

Delivery and safety

Business customers: if delivery is to be made other than to your private premises then you agree to be responsible for all necessary compliance with any regulations affecting that delivery and for all steps necessary for the protection of persons or property.

We may decline to deliver if: we believe that it would be unsafe, unlawful or unreasonably difficult to

If we decline to deliver under clause 0, then you shall still be liable to pay as if we had delivered, and we shall have no further liability toward you except to make the goods available for your collection from any place we may specify for a reasonable time after the declined delivery.

Risk and title

Legal and beneficial title of the Goods shall not pass to you until we have received in cash or cleared funds payment in full of the price of the goods, and the price of any other goods supplied by us, and you have repaid all moneys owed to us, regardless of how such indebtedness arose

Until Legal and beneficial title of the Goods passes to you under clause 0:

you must insure them (against the risks for which a prudent owner would insure them) and hold the policy on trust for us; you must allow us to remove our goods at any time, and your give us your irrevocable permission to enter any premises where the goods may be stored to inspect them and/or to remove them - using such force as may be necessary in order to do so, including breaking any locks.

price of goods supplied should you not pay us by the due date.

Notwithstanding these terms, in the event that you do sell or transfers the Goods to a third party before legal and beneficial title has passed under these Terms and Conditions, then you shall hold the proceeds of the sub-sale or transfer (or such proportion as is due to us) on trust on our behalf. You shall ensure that such moneys are held separately from, and are in no way mixed with, any other moneys or funds, and that all moneys held on our behalf are identified as such.

If you suffer our Goods to be manufactured into another form, or to be used in the process of manufacturing other goods, we shall acquire legal and beneficial title to the resulting goods, or a proportion of the title equal to the contribution made to the resulting goods by the Goods.

You shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain our property, but if you do so all money owing by you to us shall (without prejudice to any other of our rights or remedies) forthwith become due and payable.

Warranties

Nothing in these terms limits liability for death or personal injury caused by our negligence. Consumers: Your statutory rights are unaffected by anything in this clause 0.

You must inspect the goods on delivery and particularly before incorporating them into any structure

or fitting, and if you fail to do so you shall have no remedy against us for any extra costs incurred.

If any goods are damaged, or defective in material or workmanship, or not delivered, you must write to tell us as soon as possible, and in any case within 10 working days of delivery. You must give us (and any carrier) a fair chance to inspect the goods. If you fail to do any of these things the goods will be mutually deemed accepted

To prevent or hinder any warping our wood products should be treated within 24 hours of delivery by an appropriate base coat or undercoat

As long as you comply with our clauses we warrant that the goods: comply with their description on

our acknowledgment of order form; and are free from material defect at the time of delivery.

If the goods are found to be defective in material or workmanship (following our investigations), and you have complied with these conditions in full, then we will (at our option) replace the goods or refund the price.

damages to the price of the goods.

Apart from as stated we are not liable for loss or damage (including indirect or consequential loss, financial loss, loss of profits or loss of use) arising from this contract or the supply of goods or their use, even if we are negligent.

that would otherwise be implied) as to the quality of the goods or their fitness for any purpose

Indemnity

You are to indemnify us in full and hold us harmless from all expenses and liabilities we may incur (directly or indirectly and including legal costs) following any breach by you of any of your obligations under these terms.

Specification

Suppose we are to prepare the goods in accordance with your specifications or instructions; you must then ensure that the specifications or instructions are accurate. You must ensure that goods prepared in accordance with those specifications or instructions will be fit for the purpose for which you intend to use them.

We reserve the right to make any changes in the specifications of our goods which is necessary to ensure they conform to any applicable safety or other statutory requirements.

Business customers only: we also reserve the rights to make without notice any minor modifications in our specifications, designs or materials as we think necessary Returns of goods

We will accept the return of goods from you only:

by prior arrangement (confirmed in writing);

on payment of an agreed handling charge (unless the goods were defective when delivered); and where the goods are as fit for sale on their return as they were on delivery.

Export terms

Where the Equipment is supplied by us to you by way of export from the United Kingdom then the 'lncoterms' of the International Chamber of Commerce which are in force at the time of the date when the Contract is made shall apply.

If there is any conflict between the lncoterms and the terms in these Terms of Trading then these Terms shall prevail.

Clause 0 of these Terms shall apply to exports (except where otherwise agreed in writing between us) notwithstanding any other provisions of these Terms.

You are responsible for complying with any legislation or regulations governing the importation of the equipment into the country of destination and for the payment of any duties due.

Unless otherwise agreed between us the equipment shall be delivered c.i.f or f.o.b the air or sea port of shipment and we shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.

You have the right at your expense and by arrangement with us to inspect the goods at our premises or at the point of shipment before shipment except where otherwise agreed. If you do not exercise that right then the fact the goods passed our quality inspection will be conclusive proof that they were of the warranted quality. We are not liable for any defect in the goods which would be apparent on your inspection unless a claim is made before shipment. We are not liable for any transit damage.

We shall have no liability for death or personal injury arising from the use of the goods where the goods are to be delivered in the territory of another State within the meaning of s.26 (3) (b) Unfair Contract Terms Act 1977

Cancellation

Suppose the order is cancelled (for any reason); you are then to pay us for all stock (finished or unfinished) we may then hold (or to which we are committed) for the order.

We may suspend or cancel the order, by written notice if:

you fail to pay us any money when due (under the order or otherwise);

you become insolvent; you fail to honor your obligations under these terms.

Business customers may not cancel unless we agree in writing (and clause 0 then applies). Waiver and variations

No waiver or variation of these terms is binding unless:

made (or recorded) in writing; signed on behalf of each party; and expressly stating an intention to vary these terms.

All orders that you place with us will be on these terms (or any that we may issue to replace them). By placing an order with us, you are expressly waiving any printed terms you may have to the extent that they are inconsistent with our terms.

Force majeure - business customers only

Suppose we are unable to perform our obligations to you (or able to perform them only at unreasonable cost) because of circumstances beyond our control; we may then cancel or suspend any of our obligations to you, without liability

Examples of those circumstances include act of God, accident, explosion, fire transport delays, strikes and other industrial disputes and difficulty in obtaining Supplies.

General

You are not our agent. You have no authority to make any contract on our behalf or in our name. If you are more than one person, each of you has joint and several obligations under these terms. If any of these terms are unenforceable as drafted:

it will not affect the enforceability of any other of these terms; and

if it would be enforceable if amended, it will be treated as so amended. We may treat you as insolvent if:

you (or any item of your property) become the subject of:

any formal insolvency procedure (example of which include receivership, liquidation, administration, voluntary arrangements or Bankruptcy);

any application or proposal for any formal insolvency procedure; or

any application, procedure or proposal overseas with similar effect or purpose

Business customers: all brochures, catalogues and other promotional material are to be treated as illustrative only. Their contents form no part of any contract between us and you should not rely on them in entering into any contract with us.

any person not identified as the buyer or seller.

English law is applicable to any contract made under these terms. The English courts have non­ exclusive jurisdiction.