GENERAL CONDITIONS OF SALES

1. Definitions

1.1. “Buyer” means the person, firm or company who buys or agrees to buy the Goods from the Seller.

1.2. “Seller” means Grosvenor Associates Corporation Limited whose registered office is at Priory Tec Park, Saxon Way, Hessle, East Yorkshire HU13 9PB.

1.3. “Contract” means any contract between the Seller and the Buyer for the sale of the Goods, incorporating these conditions

1.4. “Goods” means any goods agreed in the Contract to be supplied to the Buyer by the Seller (including any part or parts of them).

1.5. “Price” means the price for the Goods including carriage and packaging where appropriate.

1.6. “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.

1.7. “Delivery Date” means the date specified by the Seller when the Goods are to be delivered.

2. Interpretation

2.1. Clause headings do not affect the interpretation of these Conditions.

2.2. Words in the singular include the plural and in the plural include the singular.

3. Conditions applicable

3.1. These Conditions shall apply to any Contract for the sale of the Goods by the Seller to the Buyer to the exclusion of all the terms and conditions including any terms and conditions which the Buyer may purport to apply under any purchase order, confirmation of order or similar document.

3.2. Each order or acceptance of a quotation for Goods by the Buyer from the Seller shall be deemed to be an offer by the Buyer to purchase Goods subject to these Conditions.

3.3. Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.

3.4. Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.

4. Description

The quantity and description of the Goods shall be as set out in the Seller’s quotation whether such quotation be given verbally or in writing.

5. The Price and Payment

5.1. Payment of the Price and VAT shall be due within 30 days of the end of the month in which the invoice is rendered unless otherwise agreed in writing by the Seller. Time for payment shall be of the essence.

5.2. Unless otherwise agreed by the Seller in writing, the Price for the Goods shall be the price set out in the Seller’s invoice.

5.3. The Price for the Goods shall be exclusive of any Value Added Tax.

5.4. All payments payable to the Seller under Contract shall become due immediately on its termination despite any other provision.

5.5. Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at either (a) the rate of 4% % above HSBC Bank Plc base rate from time to time in force or (b) the Late Payment of Commercial Debts (Interest) Act 1988 where the Act applies; and shall accrue at such rate after as well as before any judgment.

5.6. The Seller may by giving notice to the Buyer at any time up to 7 days before delivery increase the Price of the Goods to reflect any increase in the cost to the Seller which is due to factors occurring after making of the Contract and which are beyond the reasonable control of the Seller (including without limitation foreign exchange fluctuations, taxes and duties and the cost of labour, material or other manufacturing costs) provided that the Buyer may cancel this Contract within 3 days of any such notice from the Seller.

5.7. If the Buyer fails to make any payment on the due date then without prejudice to any of the Seller’s other rights the Seller may:-

5.7.1. Suspend or cancel delivery of any Goods due to the Buyer; and/or

5.7.2. Appropriate any payment made by the Buyer to such of the Goods (or goods supplied under any other contract with the Buyer) as the Seller may in its whole discretion think fit.

5.8. The Buyer shall make all payments due under the Contract in full without deduction whether by way of set off, counterclaim, discount or abatement.

5.9. The Seller shall be entitled to a general lien on all Goods of the Buyer in the Seller’s possession (including goods of the Buyer which have been paid for) for the unpaid Price of all Goods sold to the Buyer by the Seller under this or any other contract.

6. Delivery of Goods

6.1. Delivery of the Goods shall be made at the Buyer’s nominated premises on the Delivery Date The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.

6.2. The Seller reserves the right to make delivery by instalments and tender a separate invoice for each instalment.

6.3. The Seller shall not be liable for any loss or damage whatsoever due to the failure by the Seller to deliver the Goods (or any of them) promptly or at all.

6.4. Delivery dates are given in good faith but are estimates only.

6.5. Time for delivery shall not be of the essence.

6.6. Notwithstanding that the Seller may have delayed or failed to deliver the Goods (or any of them) promptly the Buyer shall be bound to accept delivery and to pay for the Goods in full provided that delivery shall be tendered at any time within 21 days of the Delivery Date.

6.7. If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery or the Seller is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions documents licences or authorisations:

6.7.1. The risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Seller negligence);

6.7.2. The Goods shall be determined to have been delivered;

6.7.3. The Seller may store the Goods until delivery whereupon the Buyer shall be liable for all related costs and expenses (including without limitation storage and insurance).

6.8.

7. Acceptance of Goods

7.1. The Buyer shall be deemed to have accepted the Goods 24 hours after delivery to the Buyer.

7.2. Unless delivery notes are claused by the Buyer or his agent at the time of delivery indicating potential defects and/or shortages after acceptance the Buyer shall not be entitled to reject the Goods which are in accordance with the Contract.

7.3. No Goods delivered to the Buyer which are in accordance with the Contract will be accepted for return without prior written approval of the Seller upon terms to be determined at the absolute discretion of the Seller.

7.4. If pursuant to the said clause 7.3 the Seller agrees to accept any such Goods for return the Buyer shall be liable to pay a handling charge of 30 % of the invoice price. Such Goods must be returned carriage paid to the Seller in their original shipping cartons/wrapping. The Buyer or his agent must record package numbers on every item rejected so that the items can be traced and defects substantiated.

7.5. Subject to clauses 7.1 and 7.2 above if the Buyer properly rejects any of the Goods which are not in accordance with the Contract the Buyer shall nonetheless pay the full Price for such Goods unless the Buyer promptly gives notice of rejection to the Seller and at the Buyer’s expense return such Goods to the Seller before the date when payment of the Price is due.

7.6. Goods returned without the prior written approval of the Seller may at the Seller’s absolute discretion be returned to the Buyer or stored at the Buyer’s expense without prejudice to any rights or remedies the Seller may have.

8. Limitation of liability

8.1. Subject to clauses 6 and 7 the following provisions set out the entire financial liability of the Seller (including any liability for the acts or omissions of its employees agents and subcontractors) to the Buyer in respect of:

8.1.1. Any breach of these Conditions

8.1.2. Any use made of or resale by the Buyer of any of the Goods

8.1.3. Any representation statement or tortious act or omission including negligence arising under or in connection with the Contract.

8.2. All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by Section 12 of the Sale of Goods Act 1979 but subject always to clause 8.4 below) are to the fullest extent permitted by law excluded from the Contract.

8.3. Subject to clauses 8.2 and 8.4

8.3.1. The company’s total liability in contract tort (including negligence for breach of statutory duty) misrepresentation restitution or otherwise arising in connection with the performance or contemplated performance of the Contract shall be limited to the Price; and

8.3.2. The Seller shall not be liable to the Buyer for loss of profits, loss of business or depletion of goodwill in each case whether direct, indirect, consequential or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

8.4. Where the Contract is an international sales contract as defined by section 26 of the Unfair Contract Terms Act 1977 the implied condition as to title, freedom of encumbrance from undisclosed charges and the Buyer’s right to quiet possession are all excluded.

8.5. The Buyer will unconditionally fully and effectively indemnify the Seller against all loss damages and costs on an indemnity basis and expenses incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim by any third party arising from the supply or use of the Goods. The indemnity will be reduced in proportion to the extent that such loss damage costs and expenses are due to the Seller’s negligence.

9. Title and risk

9.1. Risk in the Goods shall pass to the Buyer when the Goods are delivered.

9.2. Ownership of the Goods shall not pass to the Buyer until the Seller has received in full all sums due to it in respect of

9.2.1. The Goods and

9.2.2. All other sums which are or which become due to the Seller from the Buyer on any account.

9.3. Until ownership of the Goods has passed to the Buyer the Buyer shall

9.3.1. Hold the Goods on a fiduciary basis as the Seller’s bailee.

9.3.2. Store the Goods (at no cost to the Seller) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Seller’s property.

9.4. Notwithstanding that the Goods (or any of them) remain the property of the Seller the Buyer may sell or use the Goods in the ordinary course of the Buyer’s business at full market value for the account of the Seller. Any such sale or dealing shall be a sale or use of the Seller’s property by the Buyer on the Buyer’s own behalf and the Buyer shall deal as principal when making such sales or dealings. Until property in the Goods passes from the Seller the entire proceeds of sale or otherwise of the Goods shall be held in trust for and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the Seller’s money.

9.5. The Seller shall be entitled to recover the Price (plus VAT and other ancillary costs) notwithstanding that property in any of the Goods has not passed from the Seller.

9.6. Until such time as property in the Goods passes from the Seller the Buyer shall upon request deliver up such of the Goods as have not ceased to be in the existence or re sold to the Seller. If the Buyer fails to do so the Seller may enter the premises owned occupied or controlled by the Buyer where the Goods are situation and repossess the Goods. On the making of such a request the rights of the Buyer under clause 9.4 shall cease.

9.7. The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of the Seller. Without prejudice to the rights of the Seller, if the Buyer does so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.

9.8. The Buyer’s right to possession of the Goods shall terminate immediately if the Buyer

9.8.1. is wound up due to insolvency

9.8.2. makes or seeks a composition with its creditors

9.8.3. enters into or seeks an insolvent voluntary arrangement

9.8.4. becomes the subject of the appointment of a manager, receiver or liquidator

9.8.5. is the subject of an administration order

9.8.6. has its assets charged or seized for the satisfaction of a debt.

9.9. The Buyer grants the Seller its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them or where the Buyer’s right to possession is terminated to recover them.

9.10. Where the Seller is unable to determine whether any goods are the Goods in respect of which the Buyer’s right to possession has terminated the Buyer shall be deemed to have sold all Goods of the kind sold by the Seller to the Buyer in the order in which they were invoiced to the Buyer.

9.11. On termination of the Contract howsoever caused the Sellers (but not the Buyers) rights contained in this clause 9 shall remain in effect.

10. Insolvency or other default of the Buyer

10.1. If the Buyer fails to make payment for the Goods in accordance with this Contract or commits any other breach of this Contract or upon the happening of any of the events contained in clause 9.8 all funds outstanding in respect of the Goods shall become payable immediately. The Seller may in its absolute discretion and without prejudice to any other rights which it may have,

10.1.1. Suspend all future delivery of the Goods to the Buyer and/or

10.1.2. Terminate the Contract without liability on its part and/or

10.1.3. Exercise any of its rights pursuant to clause 9 above.

11. Assignment

11.1. The Seller may assign the Contract or any part of it to any person firm or company.

11.2. The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Seller.

12. Severance

Any provision of this Contract which is or may be void or unenforceable shall to the extent of such invalidity or unenforceability be deemed severable and shall not affect any of the provision of the Contract.

13. General

13.1. Each right or remedy of the Seller under the Contract is without prejudice to any other right or remedy of the Seller whether under the Contract or not.

13.2. Failure or delay by the Seller in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.

13.3. Any waiver by the Seller of any breach of or default under any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.

13.4. The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contract (Rights of Third Parties) Act 1999 by any person that is not a party to it.

14. Force Majeure

The Seller shall not be liable for any default due to any circumstance beyond the reasonable control of the Seller including without limitation acts of God, governmental actions, war or national emergency, acts of terrorism, protest, riot, civil commotion, fire, explosion, flood, epidemic, lock outs, strikes or other labour disputes (whether or not relating to either parties workforce) or restraints or delays affecting carriers inability or delay in obtaining supplies of adequate or suitable materials provided that if the event in question continues for a continuous period in excess of 90 days the Buyer shall be entitled to give notice in writing to the Seller to terminate the Contract.

15. Cancellation clause

The Seller may cancel this Contract at any time before the Goods are delivered by giving 7 days written notice. On giving such notice the Seller shall promptly repay the Buyer any sums paid in respect of the Price. The Seller shall not be liable for any loss or damage whatever arising from such cancellation.

16. Notices

Any notice required to be served pursuant to this Contract shall be in writing and sent by pre paid recorded delivery or registered post at the last known address of the relevant party or by fax or email to the last known fax number or email address of the relevant party and shall be deemed to have been received by the addressee within 48 hours or positing or instantaneously if sent by fax or by email.

17. Proper law and jurisdiction

17.1. This Contract is subject to the laws of England and Wales. All disputes arising out of this Contract shall be subject to the exclusive jurisdiction of the Courts of England and Wales and the parties irrevocably agree that the proceedings issued out of the said court may without prejudice to the rules of service of such courts be served on them by (a) delivering such proceedings in an envelope addressed to the party to be served at the last known address of such party or (b) by fax at the last known fax number of such party.

17.2. The liability of the Seller however arising shall in any event be discharged absolutely unless suit is commenced and written notice thereof immediately given to the Seller within one year of the Delivery Date or when the Goods that should have been delivered.