TERMS AND CONDITIONS OF SALE.

         of

S.L.E. CLADDING LTD.  TILSTOCK.  WHITCHURCH.  SHROPSHIRE. ENGLAND SY13 3JP.

and Associated and Subsidiary Companies.

From 1^st January 1991

1.  GENERAL

1)   All quotations are made and all orders are accepted subject to the following conditions.  All conditions of the Customer or other terms, conditions, or warranties whatsoever are excluded from the contract or any variation thereof unless expressly accepted by the Company in writing.

 2)   Quotations shall only be available for acceptance for a maximum period of 30 days from the date thereof and maybe withdrawn by the Company within such period at any time by written or oral notice.

 3)   If any statement or representation upon which the customer relies has been made to the Customer other than in the documents enclosed with the Company’s quotation or acknowledgement of order, the Customer must set out that statement or representation in a document to be attached to or endorsed on the order, in which case the Company may clarify the point and submit a new quotation.

 4)   Notwithstanding that samples may be or have been submitted by the Company , the sale to the Customer is not and shall not be deemed to be a sale by sample for the purpose of Section 15 of the Sale of Goods Act. 1979.  Any samples submitted to the Customer are intended to indicate only the substance and the general character of the materials and the Customer shall have no claim if the colour or composition of the bulk

supplies  fails to correspond with the sample in such respects unless the particular requirement is specified by the customer and accepted by the Company in writing.

2.   DELIVERY.

1)   Time for delivery is given as accurately as possible but is not guaranteed.  The Customer shall have no right to damage or to cancel the order for failure for any cause to meet any delivery time stated.

 2)   In all cases and including where the customer requires delivery to a specific site the onus is on the customer to ensure that the goods have been delivered, and to check that they comply with the order before  incurring site costs.

 3)   The date of delivery shall in every case be dependent upon prompt receipt of all necessary information,  final instructions or approvals from the customer. Alterations by the Customer in design specifications or quantities may result in delay in delivery

 4)   The Company will endeavour to comply with reasonable requests by the Customer for postponement of delivery, but shall be under no obligation to do so. Where delivery is postponed otherwise than due to default by the Company, the Customer shall pay all costs and expenses, including  a reasonable charge for storage and transportation occasioned thereby and the Company shall be entitled to invoice the goods in accordance with these conditions.     

5)   Where the Company accepts an order for the supply of Goods to be called off by the Customer over a period, then unless otherwise agreed by the Company in writing such call offs must be so as to complete delivery of all Goods within 12 months from the date of the Customers Order.

6)   The Customer is responsible in all cases for unloading the delivery vehicle and shall be responsible for all loss of or damage to the Goods during the course of such unloading.

7)   A delivery note or notes for the Company must be signed on receipt of the Goods.

 8)   The Company shall have the right to make delivery by instalments and in that event each delivery shall stand as a separate contract and failure to make any instalment delivery shall not entitle the Customer to repudiate the whole contract.

 9)   Where delivery is made by the Company to the Customer’s premises, the Customer will ensure the provision to the Company of full and adequate access to the point at which delivery is to take place and all other facilities services necessary to enable the Company to deliver in accordance with the Customers requirements. The decision of the Company’s representative as to the nearest point of accessibility to the Customers works shall be accepted as final and shall be deemed to be the point of delivery.

10)   The Company accepts no responsibility for damage of any kind caused by its transport to any access road or to the place of delivery, but the making good of any damage to such transport by defective approaches to the place of delivery shall be charged to and paid for by the Customer.

11)   Unless otherwise expressly agreed, any packaging supplied by the Company is intended to be only sufficient  to protect the Goods for all normal conditions of transit and for the normal period of transport only.

2.   RISK and TITLE.

1)   Risk shall pass from the Company so that the Customer is responsible for all loss, damage or deterioration to the Goods.

(a)   if the Company delivers the goods by its own transport, at the time when the Goods or relevant part thereof arrive at the place of delivery or

(b)   in all other circumstances at the time when the Goods or a consignment or other part thereof leave the premises of the company, whether or not the Company arranges transport and where the goods are delivered by carrier any claim for loss or damage in transit must be made by the Customer against the carrier in accordance with the carriers conditions.

2)   Title to the Goods or any part thereof shall pass to the Customer only upon the happening of any one of the following events.

(a)   the Customer has paid to the Company all sums due and payable by it to the Company under this or any other prior contract between the Company and the Customer or

(b)   when the Company serves on the Customer notice in writing specifying that the title in the Goods or such part thereof has passed

3)   The Company may recover Goods in respect of which title has not passed to the Customer at any time and the Customer hereby licences the Company, its Officers, employees and agents to enter upon any premises of the Customer for the purpose either of satisfying itself that condition 3 (4) below is being complied with by the Customer, or recovering any Goods in respect of which title has not passed to the Customer.

4)   Until title to the Goods has passed to the Customer pursuant to the terms hereof it shall possess the Goods as a bailee of the Company on the terms of this contract. If the Company so requires, the Customer shall store the Goods separately from the other Goods and shall ensure that they are clearly identifiable as belonging to the Company.

 5)  The Customer shall only be at liberty to sell the Goods purchased from the Company prior to the passing of title on the understanding that if the Customer does sell the Goods then the Customer will hold on trust for the Company so much of the proceeds of sale received by the Customer under contracts which include any of the Goods either in their original or altered state as are necessary to discharge payment in full to the Company. 

4.    CANCELLATION.

Cancellation will only be agreed by the Company on condition that all costs and expenses incurred by the Company up to the time of cancellation and all loss of profits and other loss or damage resulting to the Company by reason of such cancellation will be paid forthwith by the Customer to the Company.

5.   PRICES.

(1)   All prices are unless otherwise stated quoted nett ex works exclusive of V.A.T. and are subject to fluctuation in the event of any increase in the cost of labour, due to local or national awards or increases in the cost of materials and overheads. Any increase in such costs during the period of production will be added to the quoted price.

(2)   In the event of any alterations being required by the customer in design or specification, the Company

  shall be entitled to make an adjustment of the contract price corresponding to such alteration.

(3)   The cost of carriage shall unless otherwise stated be charged extra.

(4)   Packaging materials shall unless otherwise stated be charged extra, but the Customer will be credited in full with the amount charged upon their being returned to the Company in a clean dry and sound condition.  

6.   TERMS OF PAYMENT.

(1)   Unless otherwise agreed by the Company in writing the terms of payment shall be cash on delivery or on collection, or entirely at the discretion of the Company, cheque on delivery or collection.

(2)   Time for payment shall be the essence of the contract.

(3)   No disputes arising under the contract nor delays beyond the reasonable control of the Company shall interfere with the Company’s entitlement to payment.

(4)   A credit charge of 10% of nett value of account (before VAT) will be charged on all short term and emergency credit. This charge is deductible only if the account is paid in full and the sum received by the Company by the due date shown on the invoice or otherwise stipulated by the Company.

(5)   For the avoidance of doubt but without prejudice to the generality of the foregoing, in the event of a customer failing to meet cash/cheque on delivery, the Company reserves the right to refuse to deliver/unload  the goods, or to reload the goods on the customer’s premises. If the Company in such circumstances should authorise the goods to be delivered, the Company shall be entitled to charge interest at the rate of 10% from the date of delivery to the date of receipt of payment by the Company, in the absolute discretion of the Company the Company may waive such interest charge if payment is received on or before a date specified by the Company for payment. 

(6)   Monthly accounts are payable on or before the last day of the month following the month in which the goods were delivered or collected. Without prejudice to the Company’s rights to pursue any other remedy in Law or Equity for non-payment or late payment of an account, all accounts outstanding in any one month will be subject to compound interest at 2% per month.

 7.   CONTRA ACCOUNTS

In the event of there being monies due from the Company to the Customer at any time on any account whatsoever, then notwithstanding any rule of law or course of practice or contract to the contrary the Company shall be entitled to set off sums so due from the Company to the Customer against any monies due from the Customer to the Company.

8.   GOODS RETURNED FOR REFUND OR CREDIT.

In cases where the Customer returns goods that are surplus to requirements for a Credit or a refund, the Company reserves the right to make a handling Charge.

9.   UNCLEARED CHEQUES.

If payment is made by cheque and such cheque fails to clear on first presentation to the bank, then the Company reserves the right to charge the customer all bank charges incurred and an administrative charge in respect of work carried out by the company in relation there to.

10.    ERRORS and OMISSIONS.

Right is reserved by the Company to issue supplementary invoices to correct any clerical error or typographical errors.

11.   SHORTAGES and DEFECTS APPARENT ON DELIVERY.

(1)   The customer shall have no claim for shortages or defects which should be apparent on visual inspection at the time of delivery, unless the shortages or defects are brought to the attention of the driver of the delivery

vehicle and are clearly marked on the signed copy of the delivery note at the time of delivery. The Customer acknowledges that rust, oxidisation or discolouration is a defect which it is reasonable for the Customer to be expected to notice at the time of delivery.

(2)   The Customer shall have no claim for shortages or defects capable of being apparent on subsequent visual inspection (not being shortages or defects falling within this Condition  10 (1) unless:-

(a)   the Customer inspects the goods and notifies the Company by telephone or fax before fixing or otherwise using the Goods or cutting or removing bands and in any event within three (3) working days of arrival at its premises or other agreed destination and

(b)   a written complaint is made to the Company before fixing or otherwise using the Goods and in any event within seven (7) days of receipt of the Goods or such shorter period as the carriers conditions (if applicable) require, specifying the shortage or defect and

 ( c )   the Company is given the opportunity to inspect the goods and investigate any complaint before any use is made of the Goods, if a complaint is not made to the Company as herein provided then the Goods shall be deemed to be in all respects in accordance with the contract and the Customers shall be bound to pay for the same accordingly.

12.   DEFECTS NOT APPARENT ON INSPECTION AT DELIVERY.

(1)   The Customer shall have no claim in respect of defects not apparent on visual inspection at the time of delivery or within three (3) working days thereafter (and for this purpose, rust, oxidisation and discolouration shall be regarded as being a defect which is apparent on visual inspection at the time of delivery) unless :-

(a)   a written complaint is sent to the Company as soon as is reasonably practicable after the defect is discovered and no use (use for this purpose being taken to include any sale, disposal or the parting of possession)   is made of the Goods thereafter and no alteration made thereto before the Company is given the opportunity to inspect the Goods in accordance with this condition and

(b)   the complaint is sent within twelve (12) months of the date of delivery of the Goods or in the case of items not manufactured by the Company, within the guarantee period specified by the manufacturer of such item.

(2)   The Customer shall not be entitled to any claim in respect of any repairs or alterations undertaken by the Customer without the prior specific written consent of the Company, nor in respect of any defect arising by reason of fair wear and tear or damage due to misuse or inadequate or unsuitable storage.

(3)    The Company shall not be liable for loss or damage suffered by reason of use or installation of the Goods after circumstances which should be reasonably have indicated to the Customer the existence of a defect.

(4)   The Company may as soon as reasonably practicable after receiving such a written complaint or 30 days where the Goods are situated outside the United Kingdom (and in any event within 21 days) inspect the Goods and the Customer if so required by the Company shall take all steps necessary to enable the Company to do so.

13.   GUARANTEE.

(1)   Save as otherwise provided by the other conditions of these Conditions, Sections 12 to 15 of the Sale of Goods Act 1979 are to be implied into this Contract.

(2)   In the event of the conditions of the Goods being such as might or would (subject to these Conditions) entitle the customer to claim damages or to repudiate the contract, the Customer shall not then do so, but shall

first ask the Company to supply satisfactory substitute Goods and the Company shall thereupon be entitled as its option to repair or take back the defective Goods and to supply satisfactory substitute Goods free of cost and within a reasonable time, or reimburse the purchase price thereof. If the Company does so repair the Goods or supply satisfactory substitute Goods, the Customer shall be bound to accept such repaired or substitute  Goods and the Company shall be under no liability in respect of any loss or damage whatsoever arising from the initial delivery of the defective Goods or from the delay before the defective Goods are repaired or the substitute Goods are delivered or the purchase reimbursed. 

 (3)   NOTE.   On goods which are described as Seconds Quality, Non Prime, Cat 1, Off grade, Grade B,  Prime Excess, or other terms which imply that they are not of first quality, no warranty is given or implied.

 14.   LIABILITY.

Save where the Company is shown to have failed to exercise reasonable care in the manufacture and or supply of the Goods and such failure results in death or personal injury, the Company shall not be liable in respect of claims arising by reason of death or personal injury. Further under no circumstances whatsoever shall the Company be liable for consequential loss (including removal or rectification work required in connection with installation of repaired or substitute Goods) loss of profits or other indirect losses or for damage to property.

15.   CONFIDENTIAL INFORMATION

All drawings, documents and other information supplied by the Company are supplied on the express understanding that copyright is reserved to the Company and that the Customer will not without written consent of the Company, either give away, loan, exhibit or sell any such drawings or extracts there from or copies thereof or use them in any way except in connection with the Goods in respect of which they are issued.

 16.   CUSTOMER’S  DRAWINGS and SPECIFICATIONS.

(1)   The Customer shall be solely responsible for ensuring that all drawings, information, advice and recommendations given to the Company either directly or indirectly by the Customer’s agents, servants, consultants or advisors, are accurate, correct and suitable. Examination or consideration by the Company of such drawings, information , advice or recommendations shall in no way limit the Customer’s responsibility hereunder, unless the Company specifically agrees in writing to accept responsibility.

 (2)   The Customer must accept sole responsibility for any discrepancies which occur between the quantities or sizes of Goods agreed to be supplied by the Company, and the quantities or sizes which are needed by the Customer, in order to satisfy the particular purpose for which the Customer requires the Goods.

(3)   The Customer shall indemnify the Company from and against all actions, claims, costs and proceedings, which arise due to the manufacture of Goods to the drawings or specifications of the Customer, where such drawings or specifications are at fault or where it is alleged that they involve an infringement of a  Patent, Copyright, Registered Design or Design Copyright pr other exclusive right.

17.   DATA and TECHNICAL INFORMATION.

Any illustrations, performance details, examples of installations and methods of assembly and any other technical data issued by the Company is provided for general guidance only and forms no part of the contract unless expressly agreed in writing.

 18.   INSOLVENCY.

If  the customer shall become bankrupt or insolvent or compound with creditors, or in the event of a resolution being passed or proceedings  commenced for the liquidation of the Customer (other than for a voluntary winding up for the purpose of reconstruction or amalgamation) or if a Receiver or Manager is appointed of all or any part of its assets or undertaking or if the customer (being an individual) shall die or if the Customer shall be in default of his obligations under the contract, then the Company shall be entitled to cancel this Contract and any other Contract between the Customer and the Company in force at the date hereof, in whole or in part, by notice in writing (without prejudice to any rights or remedy accrued or accruing to the Company) and the price of all Goods or Services rendered by the Company to the Customer whether under this contract or any other contract in force at the date hereof shall immediately become due and payable.

19.   FORCE MAJEURE.

 Without prejudice to the Condition 2(1) the Company shall not be under any liability for any delay , loss or damage caused wholly or in part by Act of God, Governmental restriction, condition or control, any laws, rules or regulations of the country of origin of the Goods, non-arrival of imported goods, inability to obtain transport or loading facilities or by reason of any act done pursuant to a trade dispute, whether such disputes involves its employees or not or by reason of any other act, matter, or thing beyond its reasonable control, including failure by the other party to carry out the provisions of these conditions.

20.   CONSUMER PROTECTION ACT 1987  (“the Act”)

(1)   In circumstances where the Company supplies Goods or parts to the Customer for incorporation with, or use ancillary to any composite products to be produced, manufactured, processed or supplied by the Customer then :-

(i)   the Customer shall forthwith on demand produce for inspection by the Company , copies of all written instructions, information, and warnings to be supplied by the Customer in relation to the said composite products, provided nevertheless that such inspection or right to inspect shall not of itself constitute acceptance or approval on the part of the Company of such instructions, information or warnings, and:-

(ii)   the Customer shall indemnify, reimburse and compensate the Company for all losses and damages (including costs, expenses and charges for legal actions in which the Company may be involved) that the Company may incur in the event that any claim or claims are made against the Company pursuant to the Act relating to the said composite products of the Customer or Goods or parts thereof supplied hereunder in circumstances in which the said goods or parts supplied by the Company were either :-

(a)   not the defective part of the said composite product or

(b)  were only rendered the defective part or became the defective product by reason of actions or omissions of the Customer or                                                                                                                                                         ( c )   were only rendered the defective part or became the defective product by reason of instructions or warnings given by the Customer or other supplier of the said composite products or the goods or parts  thereof supplied hereunder, or  

(d)    were supplied by the Company in accordance with the specification and/or standard stipulated by the Customer.

2)   For the purpose of this condition the word “defective” shall be interpreted in accordance with the  definition contained in the Act.

 (3)   The Customer must satisfy itself that the goods or part thereof of the Company’s supply are suitable for any application in or for which they are to be used prior to incorporation of use.

21.   LEGAL.

The contract shall be governed and interpreted exclusively according to the Law of England and shall be subject to the jurisdiction of the English Courts only.

Copyright (c)1999 SLE Cladding Limited.