STABLECROFT LIMITED (“SELLER”) STANDARD TERMS AND CONDITIONS OF SALE

The following are extracted from Stablecroft Limited’s Standard Terms and Conditions of Sale, a full set of which are available on request.

2. BASIS OF THE SALE
2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written order of the Buyer which is accepted by the Seller, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which or any such order is made or purported to be made, by the Buyer.
2.2 Any written quotation of the Seller shall act as an estimate only until such time as an order is placed by the Buyer and is acknowledged by the Seller, at which point the terms of the quotation shall become binding upon the Seller.

3. ORDERS AND SPECIFICATION
3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in Writing by the Seller’s authorised representative.
3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.

4. PRICE OF THE GOODS
4.1 The price of the Goods shall be the Seller’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Seller’s published price list current at the date of acceptance of the order. Where the Goods are supplied for export from the United Kingdom, the Seller’s published export price list shall apply. All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer.
4.2 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency fluctuation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer, or failure of the Buyer to give the Seller adequate information or instructions.

5. TERMS OF PAYMENT
5.1 Subject to any special terms agreed in Writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.
5.2 The Buyer shall pay the price of the Goods (less any discount to which the Buyer is entitled, but without any other deduction) within 30 days of the date of the Seller’s invoice, and the Seller shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
5.3 If the Buyer’s specification under Clause 3 above requires the Goods to be altered or personalised in any way, then the Seller may request payment by pro forma invoice in advance of manufacturing and/or personalising of the Goods.

6. DELIVERY
6.1 Delivery of the Goods shall be made by the Seller delivering the Goods to a place specified by the Buyer in the order. The date quoted for delivery of the Goods by the Seller to the Buyer shall be specified in the order and the Seller shall use its reasonable endeavours to ensure that the Goods are despatched on that date provided it is not hindered or delayed through the Buyer’s subsequent instructions.
6.3 The Buyer shall notify the Seller of any defects or damage to the Goods incurred in transit within three days of receipt. The Seller shall be entitled to assume that the Goods have been accepted as correct by the Buyer if the Buyer fails to notify the Seller of any damage within three days. Any goods which the Buyer wishes to return for any reason will be at the cost of the Buyer.
6.4 If the Goods are not checked before signing for their delivery, the Buyer must sign that the Goods have been accepted are unchecked and strike out any documentation that states that the goods are ‘received in good order’, otherwise any insurance claim against the carrier will become invalid and replacement Goods cannot be supplied free of charge.

7. RISK AND PROPERTY
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.

8. WARRANTIES AND LIABILITIES
8.1 Subject to the conditions set out below the Seller warrants that the Goods will correspond with their specification as set out in the order at the time of delivery, and will be free from defects in material and workmanship for a period of 3 months from the date of from delivery.

9. INTELLECTUAL PROPERTY RIGHTS

9.1 Any intellectual property rights in the drawings, sketches, plans, prints and other documents held and used for the manufacture of the Seller’s equipment shall remain with the Seller, other than those acquired as through the individual specification and customisation as instructed by the Buyer, in which case any such rights shall rest with the Buyer subject to the provisions of Clause 3.4.

If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Seller’s use of the Buyer’s specification.

13 FORCE MAJEURE
13.1 If either party is affected by Force Majeure it shall promptly notify the other party of the nature and extent of the circumstances in question.