1. ORDERS
Orders are accepted subject to the following conditions to the exclusion of all others. No variation of these terms or conditions shall be binding on us unless such variation be specifically agreed to in writing under the signature of a director of Smoke Control Systems Ltd.

2. SPECIFICATIONS
The specifications quoted in our catalogues are correct at the time of going to press; however our policy is one of continuous product improvement and although where practicable we will give buyers notice and details of alterations and improvements, this is not always possible and we do in certain circumstances reserve the right to make alterations or improvements without notice.

3. CARRIAGE
All orders are accepted on an ex-works basis. All carriage costs will be charged to the buyer, unless agreed otherwise in writing by the seller.

4. DAMAGE, SHORTAGE OR LOSS
All goods are carried subject to the carrier’s conditions. Notice of any damage, non-delivery, or loss (whether total or partial) must be given by the Buyer, in writing, to us and to the carriers within the period allowed for making claims by the carrier’s conditions. The Buyer shall indemnify us against any loss due to the failure to give such notice in time. Where goods are accepted from the carrier they shall be deemed to be checked and found correct unless the delivery book of the carrier is signed “not examined”.

5. PRICES
We accept orders only on the understanding that goods are invoiced at the prices ruling at the date of dispatch.

6. TERMS
(a) Accounts are due for payment not later than 30 days from date of invoice; time for payment shall be of the essence;
(b)We reserve all or any of the following rights:-
(i) to suspend manufacture or delivery of any orders from any Buyer whose Account is overdue, without giving notice of such suspension; and
(ii) to charge interest on any Account not paid according to our terms of payment, such interest shall be at the rate of 3% per month or part month overdue and being deemed to accrue on a day to day basis; interest will be added to statements and interest due and unpaid will be left as an outstanding overdue balance; and
(iii) to add to any overdue Account the cost incurred by ourselves in collecting the Account through any third party acting on our behalf.

7. OWNERSHIP
(a) Whilst the risk of any loss or damage to or deterioration of the goods from whatever cause arising shall be borne and shall be the responsibility of the Buyer from the time of despatch of the goods from our premises, nevertheless title in the goods shall not pass to the Buyer until whichever shall be the first to occur of the following:-
(i) Payment being received by us in full for the goods and no other amounts then being outstanding from the Buyer to ourselves in respect of any other goods supplied by us;
(ii) The Buyer selling the goods in accordance with the provisions of these terms and conditions in which case title to the goods shall be deemed to have passed to the Buyer immediately prior to the delivery of the goods to the Buyer’s Customer;
(b) The Buyer is licensed by us to use or agree to sell the goods delivered to the Buyer subject to the express condition that the entire proceeds of any sale are held in trust for us and are not mixed with any monies or paid into an over-drawn Bank Account and shall at all times be identifiable as our monies;
(c) Until title of the goods passes:-
(i) The Buyer will hold the goods as bailee for us;
(ii) The goods shall, subject to sub-paragraph (b) of this Clause 7, be kept separate and distinct from all other property of the Buyer and of third parties and in good repair and be stored in such a way as to be clearly identifiable as belonging to us; (iii) We may at any time revoke the power of use and sale contained in sub-paragraph (b) of this Clause 7 by notice to the Buyer if the Buyer is in default for longer than 14 days in the payment of any sum whatsoever due to us (whether in respect of the goods or any other goods supplied at any time by us to the Buyer) or if we have bona fide doubts as to the solvency of the Buyer;

(iv) The Buyer’s power of use and sale contained in sub-paragraph (b) of this Clause 7 shall automatically cease if the Buyer shall; (a) make default in, or commit a breach of Contract or any other of his obligations to us; or (b) have any distress or execution levied upon his property or assets; or (c) make or offer to make any arrangements, agreement, or composition with Creditors; or (d) commit any act of bankruptcy or become insolvent or have any petition or Receiving Order in Bankruptcy presented or made against him; or (e) (being a Limited Company) pass or have presented any Resolution or Petition to wind up his business (otherwise for the purposes of a bona fide amalgamation or reconstruction); or (f) have an Administrator or an Administrative Receiver appointed over all or any part of his undertaking, property, or assets; or (g) take or suffer any similar action in consequence of debts or carry out or undergo any analogous act or proceeding under English or Foreign Law;
(v) Upon determination of the Buyer’s power of use and sale pursuant to sub-paragraph (c) (iii) or (iv) of this Clause 7 the Buyer shall place any of the goods in its possession or under its control and unsold at our disposal and we shall be entitled to enter upon any premises of the Buyer for the purpose of removing such goods;
(d) We shall at any time be entitled to appropriate any payment made by the Buyer in respect of any goods in settlement of such invoices or Accounts in respect of such goods as we may in our absolute discretion think fit, notwithstanding any purported appropriation to the contrary by the Buyer.

8. DELIVERY
(a) Any date or time named by us for delivery is an estimate only and time of delivery is not of the essence and accordingly we shall not be liable for any damages or otherwise for any loss occasioned (however arising) either by non-delivery or by delivery after such estimated dates or times or by the failure to make goods ready for collection on the due date nor shall the Buyer be entitled to cancel the order merely because of such non-delivery or delay;
(b) When delivery is to be by instalments, if there is a delay of any one or more instalments for whatever reason, this will not entitle the Buyer to treat the Contract as repudiated or to damages;
(c) Offers of goods ex stock are subject to the goods being unsold at the time of acceptance.

9. CANCELLATION
(a) If the Buyer cancels any order we reserve the right to claim the cost of the work already done.
(b) Returns, made as a result of the Buyer’s error, will be accepted at our discretion, provided that they are standard stock items, although a re-stocking charge will be made to cover the cost of inspection and re-packaging. Goods accepted by us for return which are in need of re-finishing or modifications will be credited at their original value less the cost of such re-finishing.

10. DETERMINATION OF CONTRACT
If any of the events set out in condition 7 (c)(iv) of these Conditions shall occur then we shall have the right forthwith to determine any contact then subsisting (and upon written notice of such determination being posted to the Buyer’s last known address any such contracts shall be deemed to have been determined without prejudice to any claim or right which we may otherwise have, make or exercise).

11. SPECIAL ITEMS
(a) Where special items are made to the Buyer’s drawing, sample or specification, the Buyer agrees to indemnify us against any loss, claim, damages, penalties, costs and expenses to which we may become liable as a result of any infringement of any letters patent, registered design or any other industrial property right.

(b) Where goods are made specially, we reserve the right to supply 10% more or less than the ordered quantity and to adjust our charges pro-rata.
(c) No claim for free replacement or otherwise will be accepted in respect of any goods found to be defective in design either (i) where the Buyer’s drawing, sample or specification has been used by us; or (ii) where the Buyer has provided us with incorrect information; or (iii) where the Buyer has failed to give us the information relevant to the intended application of the Goods. 12. GUARANTEE AND LIABILITY FOR DEFECTS
(a) (i) Nothing in this Clause 13 shall be deemed to exclude or restrict our liability for death or personal injury resulting from negligence;
(ii) Each of the sub-clauses in this Clause 13 is to be treated as separate and independent;
(b) (i)Subject to Clause 11.(c) above, this sub-paragraph (b) covers only defects caused by faulty design, manufacture, materials, or workmanship. It does not cover defects caused by fair wear and tear, abnormal use, misuse, or neglect or where goods have been subjected to any process or processes, or have been improperly stored, misused, or neglected after leaving our works;
(ii)We agree that if any defect covered by sub-paragraph (b)(i) of this Clause 13 is discovered during the period of twelve months commencing with the date of despatch, we will either repair the goods at our own expense or, if we choose to do so, replace them;
(iii)The Buyer cannot claim the benefit of this Clause unless he informs us of the relevant defect in writing within 14 working days of discovering it;
(c) Subject to sub-paragraph (b) of this clause 13 we shall not be liable for any consequential or indirect loss damage or liability nor for any additional costs or expenses suffered or incurred by the Buyer where such loss damage liability or additional costs or expenses arise from defects which are due to circumstances beyond our control;
(d) Our total liability for any one claim or for the total of all claims arising from any one act or default of us (whether arising from our negligence or otherwise) shall not exceed the amount for which we have covered ourselves by relevant insurance, details of this being available on request;
(e) Defects in quality or dimensions in any delivery shall not be a ground for cancellation of the remainder of the order or Contract, provided that we shall have made good any such defects within a reasonable time of their having been discovered.

13. CONSTRUCTION
(a) These conditions and any contract between us and the Buyer shall in all respects be construed and operate as an English Contract in conformity with English Law.
(b) The foregoing are the terms and conditions upon which any contract is made and any Conditions, statements or warranty express or implied by statue, Common Law or otherwise not stated herein are hereby excluded.

14. ERRORS AND OMISSIONS EXCEPTED – E. & O.E.

15. CONSUMER SALES
Notwithstanding anything to the contrary contained in these conditions, the undertakings contained in these conditions are in addition to (and not in substitution for) any of the Consumer’s statutory rights under the Sale of Goods Act 1979 and do not affect or detract from those rights in any way.

16. INTERPRETATION
Should any clause, sub-clause, paragraph, sub-paragraph or other statement contained in these conditions be held to be invalid, such invalidity will not affect the validity of the remaining clauses, sub-clauses, paragraphs, sub-paragraphs and statements.

Smoke Control Systems Ltd January 2014