Should the Seller directly or indirectly be prevented from carrying out its obligations under the Contract before or after the due date for delivery owing to any cause whatsoever which is not within the control of the Seller, (whether in the Seller's business or that of any of its suppliers or sub-contractors) the Seller reserves the right (without prejudice to any other rights it may have) in its absolute discretion and at the Seller's election, to do one or more of the following:

a) To suspend or delay despatch or delivery of the Goods until such time as it may be reasonably

    practicable to despatch or deliver the same.

b) To use substituted materials for any specified in the Contract provided that such substituted

    materials are in the Seller's view an adequate substitute for the materials so specified.

c) To cancel the Contract or any uncompleted portion thereof and on such Cancellation neither party 

    shall have any claim of whatever nature against the other save in respect of work done and

    services rendered in relation to goods delivered prior to such cancellation.
 

1. The Goods will be in conformity with Seller's specifications, drawings, samples or other description of the Goods.
2. Notwithstanding anything to the contrary contained in these Conditions, or mutually agreed in writing between the Seller and the Buyer, the Goods or any part thereof may be altered by the Seller or the manufacturer thereof without the Buyer's prior consent to incorporate such changes as the Seller or the manufacturer considers necessary to correct defects, improve the Goods or to make the Goods safer, prevent delay or ensure compliance with these Conditions and which have no materially adverse effect on any of the matters which might affect any application to which the Seller is aware that the Buyer wishes to put the Goods provided always that the Seller shall notify the Buyer of such changes if, in the opinion of the Seller, they alter materially the specifications of the Goods.

Unless otherwise expressly provided in the Seller's Order Confirmation.

a) The price stated therein in respect of Goods is, subject to sub-clause b) of this Clause, a fixed

    price and is calculated ex the Seller's factory at Floats Road and excludes all packing, carriage,

    loading, unloading, transport and other ancillary costs and all taxes (including VAT).  The Seller will

    arrange packing and carriage to the Buyer's instructions but at the risk and expense of the Buyer.

b) The Seller reserves the right to amend the said price to cover any increase in costs and/or

    expenses of the Seller arising between the date of the Seller's offer and the despatch of goods

    not manufactured by the Seller or which may arise out of special requirements not indicated in the

    Buyer's order and it is agreed that the Seller's written certificate shall be conclusive evidence of

    any such increase and of the extent thereof.

c) The Buyer shall not be released from the Contract by any such increase in the said price as is

    mentioned in sub-clause (b) of this Clause.

Any purported cancellation of the Contract by the Buyer shall be effective only

1. If made in writing and
2. If accepted in writing by the Seller and
3. On payment by the Buyer of:
   a) 25% of the price of the Goods stated in the Seller's Order Confirmation and any such
       increases in the said price as are mentioned in Clause 6(b) hereof and
   b) Such expenses as may be notified to the Buyer by the Seller as the Seller may have
       incurred in connection with the Contract.

Notwithstanding the provisions of Clause 15 hereof, the Seller and the Buyer expressly agree for the purposes of this Clause only that until the Seller has been paid in full for the goods comprised in this or any other sale contract between them:

a) Property in the Goods shall remain in the Seller and the Goods shall be received and held by the

    Buyer as agent of and bailee for the Seller and the Buyer shall store the Goods without charge to 

    the Seller in such manner that they are clearly identified as the property of the Seller.

b) The Seller may recover all or any of the Goods from the Buyer without notice at any time they are

    in the possession of the Buyer and for that purpose the Seller and its servants and agents may

    enter upon any land or building upon which the Goods are situated. 

c) If the Buyer incorporates any of the Goods into other products, the property in those other

    products shall,  upon such incorporation, ipso facto be transferred to the Seller, and the Buyer as

    bailee of them for the Seller will store the same for the Seller without charge to the Seller in such

    manner that they are clearly identified as the property of the Seller.

d) Without prejudice to the foregoing provisions of this Clause the Buyer has the right to dispose of

    the Goods or such other products but only for the account of and as agent for the Seller and in the

    event of such disposal, the Buyer has the fiduciary duty to the Seller to account to the Seller for

    the proceeds of the sale, but may retain therefrom any excess of such proceeds over the total

    amount outstanding under this and any other sale contract between the parties hereto.

e) The Buyer shall without charge to the Seller ensure that the Goods and any products in which

    they are incorporated are kept in good condition and repair and shall keep such goods and

    products insured against all risks to their full replacement cost under a policy which provides for

    all monies payable thereunder to be paid to the Seller as agent for the Buyer for the purpose of

    satisfying from such monies any outstanding claims by the Seller against the Buyer and paying the

    balance (if any) to the Buyer.
 

If the packing or despatch of the Goods is delayed by any act or omission of the Buyer and the Buyer does not arrange promptly for the Goods to be stored elsewhere the Seller shall be entitled to arrange for the Goods to be stored at the Seller's risk and the Buyer shall indemnify the Seller against all costs insurance and expenses arising out of such storage. Further, if the Goods are stored at the Seller's premises, the Buyer shall pay the current charges for the same.  Charges for such storage shall be paid at the rates and in the manner provided for in the next following clause.

1. Any terms of payment specified in the Seller's Order Confirmation shall apply. Subject to any such terms payment of all sums payable under the Contract shall be made in full when the Goods are available for packing. Any further sums which shall become due to the Seller over and above the terms specified in the Seller's Order Confirmation, however arising, shall likewise be paid at the time when the Goods are available for packing or, if arising after that time, be payable on demand.
2. If for any reason the Buyer is unable or unwilling to give instructions for the packing of the Goods when the Goods are available for packing or if delays of any account arise through causes beyond the Seller's control, or if there be minor defects in the Goods which do not substantially affect their commercial use, then payment shall not be withheld or deferred. In the event of special terms for payment having been arranged, then each of the respective instalments shall be paid by the date stipulated and agreed.
3. In all cases time of payment shall be of the essence of the Contract.
4. Should it be necessary for any reason to despatch any major item comprised in the Goods separately this will be invoiced and the invoice will be payable by the Buyer when such item is available for packing notwithstanding that any other items comprised in the Goods not essential for the work in hand shall not be available for packing.
5. Unless otherwise indicated in the Seller's Order Confirmation all payments shall be made by cash cheque bill of exchange or bank transfer to the Seller at Manchester free of any deductions whatsoever. Cheques and bills of exchange are to be treated as payment only after honour and the Seller shall not be responsible for presenting or protesting the same in due time.  All discounts and transfer charges shall be for the account of the Buyer.
6. Without prejudice to the Seller's rights for immediate payment, there shall be paid to the Seller interest on any sum payable to it in accordance with the agreed terms of payment at the rate of 3% above the base lending rate of Barclays Bank PLC from time to time computed from the date at which such sum becomes payable until the date of actual payment.
7. If the Buyer fails to make any payment within 4 weeks of the due date for that payment all sums payable to the Seller under the Contract and any other contract between the Buyer and the Seller shall become immediately due for payment without regard to the time of payment of any outstanding bill of exchange or other deferred terms for that other contract.  In the event of such failure as aforesaid, the Seller may in addition require payment in advance of any amount outstanding or to become payable under the Contract and of any such amount under any other contract between the Buyer and the Seller without regard to% 20the terms of that contract.
8. Without prejudice to the provisions of Clause 15 all liability of whatsoever account of the Seller under the Contract is subject to the above mentioned terms of payment and in particular and without prejudice to any other right it may have the Seller may suspend the performance of all or any of its obligations under the Contract whilst any amount due from the Buyer to the Seller remains unpaid.
9. The Buyer shall not be entitled to withhold or set off payment for any reason whatsoever.
10. The Seller reserves the right to change payment terms at any time when, in the Seller's opinion, the Buyer's financial condition or previous payment record so warrant.

1. Subject to Clauses 14, 18 and 20, the Seller expressly guarantees for a period of 12 calendar months computed from the date the Goods are ready for despatch to repair or replace any defective parts in the Goods, the defect in which part has developed under proper use and arises solely from faulty material or workmanship, provided that the Seller's responsibility under this Clause shall be limited to the cost of repairing the part or the cost of the replacement part and provided also that the part or parts are returned to the Seller's factory by the Buyer carriage paid. Where the Seller is supplying services, the guarantee period shall be 6 calendar months from date of completion of the services.
2. The Seller shall be under no liability under the above guarantee or for any other warranty, condition or guarantee, if the total price for the Goods has not been paid by the due date for payment.

1. The Seller does not exclude liability for damages for death or personal injury resulting from negligence proved against the Seller in the performance of its duties under the Contract.
2. Subject to the sub-clause (1) of this Clause the Seller's total liability whether in contract tort or otherwise and whether in respect of one claim or in the aggregate shall be limited to the amount of the purchase price of the Goods payable under the Contract.
3. Subject to sub-clause (1) of this Clause, the Seller shall not be liable in any event at any time for any special, indirect, economic or consequential damages or losses such as, but not limited to, loss of revenue, loss of profit, loss of contract, loss of use or loss of production howsoever caused suffered by the Buyer or any other person firm or company. The Buyer shall keep the Seller fully and effectively indemnified against all or any liability mentioned in the last preceding sentence.
4. Without prejudice to the foregoing provisions of this Clause, the Buyer shall in particular keep the Seller indemnified against any liability the Seller may incur at any time whether in tort or otherwise to any servant or agent of the Buyer in respect of any defect or failure of the Goods or any part thereof or replacement therefor howsoever caused.
5. Each of the preceding sub-clauses of the Clause shall be deemed to be separate and severable and enforceable accordingly.

The Seller shall not be liable for loss or damage to the Goods after the risk in them has passed to the Buyer.

1. The Seller shall be entitled to the benefit of any restriction or exclusion of liability more restricted than the liability of the Seller to the Buyer under Clauses 13 and 14 or under any other obligation subject to which any part of the Goods not manufactured by the Seller are supplied to the Seller and accordingly the said Clauses or other obligations shall apply to the Contract and be further restricted in the same terms as the liability of the supplier to the Seller is restricted.
2. Sub-clause (1) above shall not apply if as a result of such application any restriction or exclusion of liability by the Seller is unenforceable.
3. Without prejudice to the generality of the remainder of the Contract the Seller shall not be responsible for ensuring that any combination of equipment included in the Goods of which all or part has been selected or nominated by the Buyer and not manufactured by the Seller is in any way satisfactory or fit for the purpose for which it is intended and the onus of ensuring this shall be on the Buyer.

Where these terms and conditions provide that a notice from either party to the other is required, such notice must be served in writing and conveyed by the fastest reasonable means, having regard to the content thereof, provided that where there is in these Conditions, a specified period within which such a notice is to be given to ensure its validity, such notice must reach the party to whom it is addressed within the period stipulated.

For the avoidance of doubt nothing in the Contract shall confer on any third party any benefit or the right to enforce any term of the Contract.