Terms & Conditions

Sifcon International Plc
Terms of Trading

1 Price

1.1 The price quoted excludes VAT (unless otherwise stated). VAT will be charged at the rate

applying at the time of delivery.

1.2 Our quotations lapse after 30 days (unless otherwise stated).

1.3 The price quoted includes delivery (unless otherwise stated).

1.4 Unless otherwise stated, the price quoted is an illustrative estimate only and the price

charged will be our price current at the time of delivery.

1.5 Rates of tax and duties on the goods will be those applying at the time of delivery.

1.6 At any time before delivery we may adjust the price to reflect any increase in our costs of

supplying the goods. We would not do this without informing you first.

2 Delivery

2.1 All delivery times quoted are estimates only.

2.2 If we fail to deliver within a reasonable time, you may (by informing us in writing) cancel the

contract, however:

2.2.1 you may not cancel if we receive your notice after the goods have been dispatched;

and

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

contract.

2.3 If you accept delivery of the goods after the estimated delivery time, it will be on the basis

that you have no claim against us for delay (including indirect or consequential loss, or

increase in the price of the goods).

2.4 We may deliver the goods in instalments. Each instalment is treated as a

separatecontract.

2.5 If the goods are delivered on pallets, those pallets remain our property. If you do not return

them at your expense and risk (or with our delivery vehicle) we may charge you for them.

3 Delivery and safety

3.1 We may decline to deliver if:

3.11 we believe that if would be unsafe, unlawful or unreasonably difficult to do so;

or

3.1.2 the premises (or the access to them) are unsuitable for our vehicle.

4 Risk and "no returns" policy

4.1 The goods are at your risk from the time of delivery.

4.2 Delivery takes place either:

4.2.1 at our premises (if you are collecting them or arranging carriage);

or

4.2.2 at your premises (if we are arranging carriage).

4.3 You must still inspect the goods on delivery. If an unacceptable amount of any one delivery

is damaged or not delivered, then we will investigate your claim if it is made in writing

within three days of delivery.

4.4 By agreement (recorded on our order acknowledgement form) we may accept liability for

damage or shortage, but we may charge you more than the quoted price (and no

deduction will be made under clause 4.3).

5 Payment terms

5.1 You are to pay us in cash or otherwise in cleared funds on delivery, unless you have an

approved credit account.

5.2 If you have an approved credit account, payment is due no later than end of the month

following month of delivery unless otherwise agreed in writing.

5.3 If you fail to pay us in full on the due date:

5.3.1 we may suspend or cancel future deliveries;

5.3.2 we may cancel any discount offered to you;

5.3.3 you must pay us interest at the rate set under s.6 of the Late Payment of

Commercial Debts (Interest) Act 1998

a. calculated (on a daily basis) from the date of our invoice until payment;

b. compounded on the first day of each month; and

c. before and after any judgement (unless a court orders otherwise);

5.3.4 we may claim fixed sum compensation from you under s.5A of the Act to cover our

credit control overhead costs;

and

5.3.5 we may recover (under clauses 5.7) the cost of taking legal action to make you pay.

5.4 If you have an approved credit account, we may withdraw it or reduce your credit limit or

bring forward your due date for payment. We may do any of those at any time without

notice.

5.5 You do not have the right to set off any money you may claim from us against anything you

may owe us.

5.6 While you owe money to us, we have a lien on any of your property in our possession.

5.7 You are to indemnify us in full and hold us harmless from all expenses and liabilities we

may incur (directly or indirectly financing costs and including legal costs on a full indemnity

basis) following any breach by you of any of your obligations under these terms

6 Title

6.1 Until you pay all debts you may owe us:

6.1.1 all goods supplied by us remain our property;

6.1.2 you must store them so that they are clearly identifiable as our property;

6.1.3 you must insure them (against the risks for which a prudent owner would insure

them) and hold the policy on trust for us;

6.1.4 you may use those goods and sell them in the ordinary course of your business,

but not if:

a. we revoke the right (by informing you in writing);

or

b. you become insolvent.

6.2 You must inform us (in writing) immediately if you become insolvent.

6.3 If your right to use and sell the goods ends you must allow us to remove the goods.

6.4 We have your permission to enter any premises where the goods may be stored:

6.4.1 at any time, to inspect them;

and

6.4.2 after your right to use and sell them has ended, to remove them, using reasonable

force if necessary.

6.5 Despite our retention of title to the goods, we have the right to take legal proceedings to

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

6.6 You are not our agent. You have no authority to make any contract on our behalf or in our

name.

7 Warranties

7.1 We warrant that the goods:

7.1.1 comply with their description on our acknowledgement of order form;

and

7.1.2are free from material defect at the time of delivery (as long as you comply with

clause 7.3).

7.2 We give no other warranty (and exclude any warranty, term or condition that would

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

7.3 If you believe that we have delivered goods which are defective in materials or

workmanship, you must:

7.3.1 inform us (in writing), with full details, as soon as possible;

and

7.3.2 allow us to investigate (we may need access to your premises and product

samples).

7.4 If the goods are found to be defective in material or workmanship (following our

investigations), and you have complied with those conditions (in clause 7.3) in full, we will

(at our option) replace the goods or refund the price.

7.5 We are not liable for any other loss or damage (including indirect or consequential loss,

financial loss, loss of profits or loss of use) arising from the contract or the supply of goods

of their use, even if we are negligent.

7.6 Our total liability to you (froma single cause) for damage to property caused by our

negligence is limited to 5,000.000.

7.7 For all other liabilities not referred to elsewhere in these terms our liability is limited in

damages to the price of the goods.

7.8 Nothing in these terms restricts or limits our liability for death or personal injury resulting

from negligence.

8 Specification

8.1 If we prepare the goods in accordance with your specifications or instructions:

8.1.1 you must ensure that the specifications or instructions are accurate.

8.1.2you 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.

8.1.3 you must ensure that your designs, specifications or instructions and materials will

not result in the infringement of any rights of any third party or in the breach of any

applicable law or regulation.

8.2 We reserve the right to make any changes in the specifications of our goods which are

necessary to ensure they conform with any applicable safety or other statutory

requirements.

8.3 We also reserve the right to make without notice any minor modifications in our

specifications we think necessary or desirable.

9 Return of goods

9.1 We will accept the return of goods from you only;

9.1.1 by prior arrangement (confirmed in writing);

9.1.2 on you paying us an agreed handling charge (unless the goods were defective

when delivered);

and

9.1.3 where the goods are as fit for sale on their return as they were on delivery.

10 Export terms

10.1 Where the goods are supplied by us to you by way of export from the United Kingdom

Clause 10 of these terms applies (except to the extent that it is inconsistent with any

writtenagreement between us).

10.2 The EUR~Incoterms' of the International Chamber of Commerce which are in force at the time

when the contract is made apply to exports, but these terms prevail to the extent that

there is any inconsistency.

10.3 Unless otherwise agreed, the goods are supplied ex works our warehouse

10.4 Where the goods are to be sent by us to you by a route including sea transport we are

under no obligation to give a notice under section 32(3) of the Sale of Goods Act 1979.

10.5 You are responsible for arranging testing and inspection of the goods at our premises

before shipment (unless otherwise agreed). We are not liable for any defect in the goods

which would be apparent on inspection unless a claim is made before shipment. We are

not liable for any damage during transit.

10.6 We are not liable for death or personal injury arising from the use of the goods delivered

in the territory of another State (within the meaning of s.26 (3) (b) Unfair Contract Terms

Act 1977).

11 Cancellation

11.1 If the order is cancelled (for any reason) you are then to pay us for all stock (finished or

unfinished) that we may then hold (or to which we are committed) for the order.

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

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

11.2.2 you become insolvent;

11.2.3 you fail to honour your obligations under these terms.

11.3 You may not cancel the order unless we agree in writing (and clauses 2.2.2 and 11.1 then

apply).

12 Waiver and variations

12.1 Any wavier or variation of these terms is binding in honour only unless:

12.1.1 made (or recorded) in writing;

12.1.2 signed on behalf of each party;

and

12.1.3 expressly stating an intention to vary these terms

12.2 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.

13 Force majeure

13.1 If 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 cancel or

suspend any of our obligations to you, without liability.

13.2 Examples of those circumstances include act of God, accident, explosion, war, terrorism,

fire, flood, transport delays, strikes and any other industrial disputes and difficulty in

obtaining supplies.

14 General

14.1 English law is applicable to any contract made under these terms. The English and Welsh

courts have non-exclusive jurisdiction.

14.2 If you are more than on person, each of you has joint and several obligations under these

terms.

14.3 If any of these terms are unenforceable as drafted:

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

and

14.3.2 if it would be enforceable if amended, it will be treated as so amended.

14.4 We may treat you as insolvent if:

14.4.1 you are unable to pay your debts as they fall due;

or

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

a. any formal insolvency procedure (examples of which include receivership,

liquidation),

b. any application or proposal for any formal insolvency procedure;

or

c. any application, procedure or proposal overseas with similar effect or

purpose.

14.5 All brochures, catalogues and other promotional materials 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.

14.6 Any notice by either of us which is to be served under these terms may be served by

leaving it at or by delivering it to (by first class post or by fax) the other's registered office

or principal place of business. All such notices must be signed.

14.7 No contract will create any right enforceable (by virtue of the Contracts (Rights of Third

Parties) Act 1999) by any person not identified as the buyer or seller.

14.8 The only statements upon which you may rely in making the contract with us, are those

made in writing by someone who is our authorised representative and either:

14.8.1 contained in our estimate (or any covering letter) and not withdrawn before the

contract is made;

or

14.8.2 which expressly state that you may rely on them when entering into the contract.

14.9 Nothing in these terms affects or limits our liability for fraudulent misrepresentation.