SPIRO-GILLS THERMAL PRODUCTS LIMITED
TERMS AND CONDITIONS OF SALE OF GOODS
EXCLUSIVE OF ERECTION

1. GENERAL

1.1 Interpretation

a) Purchaser means the person, firm, company or other legal entity which accepts our (Spiro-Gills Thermal Products Limited) written quotation for the sale of the Goods or whose written order for the Goods is accepted by us.

b) Goods means all Goods and products (including any instalment of the Goods or parts of them) which we supply to the Purchaser in accordance with these Terms.

c) Contract means the Contract for the sale and purchase of the Goods
d) Incoterms means international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made.
e) Terms means the standard terms and conditions of sale of Spiro-Gills Thermal Products Limited which are set out in this document and references to “our” or “us” or “we” is a reference to Spiro-Gills Thermal Products Limited which is the seller.


1.2 The acceptance of our quotation includes the acceptance of the Terms and constitutes a complete and binding Contract which cannot be modified or cancelled without written consent and any qualification thereof or difference contained in the Purchaser’s own order forms shall be inapplicable.

1.3 References to persons includes corporate bodies and vice-versa and references to the singular includes the plural and vice-versa

2. VALIDITY
Unless previously withdrawn or otherwise stated our quotation is open for acceptance within thirty days from the date of the quotation and is subject to confirmation by us in writing at the time of such acceptance.

3. ACCEPTANCE
(1) The acceptance of our quotation must be accompanied by sufficient information to enable us to proceed with the order forthwith otherwise we are to be at liberty to amend the quoted price to cover any increase in cost which has taken place after acceptance.
(2) In the event of delays caused by the Purchaser after acceptance of the order by us the contract prices shall be increased to cover any extra expenses thereby incurred by us.
(3) The quoted prices do not include Value Added Tax which will be charged at the appropriate rate where applicable.

4. LIMITS OF CONTRACT
Our quotation includes only such Goods, accessories and work as are specified therein and unless otherwise stated the Purchaser assumes responsibility for the specification and suitability of the Goods for his purpose.

5. DRAWINGS ETC.
All specifications, drawings and particulars of weights and dimensions submitted with our quotation are approximate only. The descriptions and illustrations contained in our catalogues, price lists, and other advertisement matter are intended as a guide only, and shall not form part of the Contract.

6. TESTS
Our Goods are carefully inspected and where practicable submitted to our standard tests at our works before despatch. If special tests or tests in the presence of the Purchaser or the Purchasers representative are required these unless otherwise agreed, must be made at our works and will be charged for extra and in the event of any delay on the Purchaser’s part in attending such tests after seven days notice that we are ready, the tests will proceed in the Purchasers absence and shall be deemed to have been made in the Purchasers presence.

7. DESPATCH
The time quoted for despatch is calculated from receipt by us of a written order to proceed and all necessary information and drawings to enable us to put the work in hand. Any quoted time is to be treated as an estimate only and we accept no liability for delay howsoever occasioned and for the consequences of any delay. If we have agreed in writing to a specific date of delivery any such Contractual obligation is subject to any delays caused by the Purchaser or by industrial disputes or by any cause whatsoever beyond our control.

8. DELIVERY
(1) Unless otherwise specified in our quotation, the price quoted includes delivery by any method of transport at our option
(2) The Purchaser shall be responsible for off-loading and shall indemnify us against any expense to which we may be put in consequence of any failure by the Purchaser to provide adequate labour and equipment for that purpose:
(3) All deliveries of Goods under Contracts stipulating FOT, FOB, FOR CIF and CI terms shall be made in accordance with and subject to Incoterms.
(4) In the case of CIFContracts we shall if so requested in good time by the Purchaser be prepared to give the Purchaser such notice as will enable the Purchaser to insure the Goods during sea transport. In the absence of such request, we shall not be liable for failure to give the Purchaser such notice under Section 32 (3) of the Sale of Goods Act 1979

9. STORAGE
(1) If we do not receive forwarding instructions sufficient to enable us to dispatch the Goods within 14 days after the date of notifications that they are ready for dispatch, the Purchaser shall take delivery or arrange for storage.
(2) If the Purchaser does not take delivery or arrange for storage, we shall be entitled to arrange storage either at our own works or elsewhere on the Purchasers behalf and all charges for storage insurance or demurrage shall be paid by the Purchaser.

10. TERMS OF PAYMENT
Unless otherwise agreed in writing, the prices quoted are strictly net and payment in full shall be due as follows:-
(1) In the case of Goods delivered FOB on presentation of shipping documents and invoices in the United Kingdom.
(2) In the case of Goods delivered FOR or FOT upon receipt of notice in writing that the Goods have been loaded or placed in the custody of the railway or carrier.
(3) In all other cases, payment shall be due net cash or cleared funds 30 days from the date of invoice.
(4) The Purchasers obligation to pay for the Goods shall not be affected by any deferment of delivery which is made at the Purchasers request.
(5) Any liability on our part is subject to the terms of payment and all other obligations of the Purchaser to us under the Contract being strictly observed.
(6) In the event of any failure by the Purchaser to make any payments on the due date(s), without limiting any other right or remedy available to us we may
(i) suspend performance of the Contract and renegotiate the terms or
(ii) Cancel the Contract or
(iii) Appropriate any payment made by the Purchaser to such of the Goods (or the goods supplied under any other Contract between us and the Purchaser) as we may think fit (notwithstanding any purported apportionment by the Purchaser
(7) In the even of failure to make agreed part or final payments on the due dates, we shall be entitled to charge interest on the outstanding sums at 4% the above base rate charged by our Bankers from the due date until date of actual payment.
(8) Any payment default by the Purchaser under any contract with us will trigger an immediate obligation on the Purchaser to make payment under this Contract, such default will also invalidate any existing bank guarantee or performance bond which we may have provided and entitle us to notify our bank or bondsman accordingly

11. RISK OF PROPERTY
(1) All Goods supplied by us shall be at the Purchasers risk from the time of delivery to the Purchaser or into the custody on behalf of the Purchaser (whichever is the sooner).
(2) Notwithstanding delivery and the passing of risk in the Goods or any provision of these Terms, the property in the Goods shall not pass to the Purchaser until we have received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by us to the Purchaser for which payment is then due. The Purchaser shall be in possession of the Goods solely as fiduciary agent and Bailee for us until the full price is paid. The Purchaser shall store the Goods separately from the Purchaser’s own Goods and/or those of any other person and at all times the Goods shall be stored in such a manner that they are readily identifiable as our Goods until the full price is paid.
(3) The Purchasers rights to possession shall cease forthwith if the Purchaser:-
(a) not being a company commits an act of Bankruptcy or;
(b) being a company, does anything or omits to do anything which would entitle a receiver or administrator to take possession of any of its assets or which would entitle any person to present a winding up petition or a receiver is appointed to take possession of any of the Purchasers assets or a petition is presented to wind-up the Purchaser.
(c) On our notification requiring the Purchaser to deliver up the Goods given at any time before property in the Goods has passed to the Purchaser and provided the Goods are still in existence and have not been resold
(4) Whenever and as soon as the Purchaser does or omits to do anything whereby his right to possession has ceased under the provisions of condition 11 (3) then:-
(a) the Purchaser shall immediately notify us that his right to possession has ceased and of the circumstances in which this has occurred and
(b) the Purchaser shall on oral or written request furnish us our representatives or agents with sufficient information so as to enable us to take possession of the Goods and such information shall include full details of the place where the Goods are kept and;
(c) we shall have an irrevocable licence without prior notice to enter upon the Purchasers premises by ourselves our representatives or agent during normal business hours in order to re-take possession of the Goods or require the Purchaser to deliver up the Goods. The right to remove and obligation to deliver up extends to disengaging the Goods if fixed to other goods or equipment and any necessary crainage or equipment required to facilitate such removal must be provided at the Purchasers cost
(5) The Purchaser may sell the Goods to a third party prior to the date on which full payment of the price is received by or made to us if and only if:-
(a) none of the circumstances specified in condition 11(3) have occurred or are reasonably expected to occur and;
(b) the proceeds of sale if less than the full price of the Goods or such part of the proceeds of sale as equal the price of the Goods when received by the Purchaser and/or his agents, are placed forthwith in an interest baring deposit account and the funds thereof or appropriate part thereof are held on trust for us and are payable to us and;
(c) notice is given as soon as reasonably practicable to us of the subsale including the name and address of the third party and the name and address of the bank with whom the deposit account has been opened and the number of the account and;
(d) notice is given as soon as is reasonably practicable to us once the proceeds of sale have been received by the Purchaser.
(6) If the Purchaser shall sell the Goods without complying with the provisions of condition 11(5) the Purchaser shall be in breach of bailment and liable to account to us for the proceeds of the sale.
(7) In exercising the right of sale under condition 11(5) the Purchaser shall as regards the third party act solely on his own behalf and shall not have or hold himself out in any way whatsoever as having the right to make representations to or contracts with the third party on behalf of us.
(8) The Purchaser shall inform us immediately of any seizure whether threatened or actual of the Goods.
(9) The Purchaser shall from time to time when under clause 11(1) hereof they become sole risk of the Purchaser fully insure the Goods against all risks with a reputable insurance company at its own expense. The insurance shall cover our interest in the Goods and the Purchaser shall hold in a separate bank account all monies paid under such insurance in trust for us and shall pay the same to us on demand. If the Purchaser shall not effect such insurance we shall be entitled ourselves to insure our Goods and demand reimbursement for the cost of the same from the Purchaser.

12. LOSS OR DAMAGE IN TRANSIT
Where the price quoted includes delivery in the United Kingdom other than at our works we will repair or at our option replace free of charge Goods lost or damaged in transit provided that we are given notification of such loss or damage within 3 days of delivery or the due date of delivery as applicable.

13. WARRANTY AND GUARANTEE
(1) All Goods manufactured by us are warranted against defects in design materials fabrication and workmanship for a period of 6 months from the date that the equipment is put into service and in any event no more than 18 months from the date of shipment.
(2) Our obligations hereunder are limited to the delivery of replacement parts which become defective or the correction of such defects as may develop within this period without charge at the place of original delivery if within the U.K. or our works
(3) We do not warrant that any part of the Goods supplied by us will resist the effects of erosive or corrosive gases or liquids and no part shall be deemed to be defective by reason of its failure to resist such effects. We shall not be liable for replacement of materials which have been rendered defective by erosion corrosion or improper operation on the Purchasers part nor shall we be responsible for any failure of performance due to abnormal fouling.
(4) We do not accept responsibility for equipment manufactured by us if such equipment is altered without our consent.
(5) All mechanical equipment accessories and tubes furnished by other manufacturers shall be subject and limited to the warranty of such manufacturers to us.
(6) We shall in no event be held liable for loss of profit or any indirect special or consequential loss liquidated damages or penalties of any nature caused by defects in our Goods or equipment and further no liability will be accepted arising from any repairs or alterations to our Goods or equipment made without our express written approval.
(7) This warranty is in lieu of all other warrantees expressed or implied and all other obligations or liabilities on our part and no person including any agent or representative acting on our behalf is authorised to make any representation or warranty concerning our equipment except to refer the Purchaser to this warranty.

14. LIMITATION OF LIABILITY
14.1.1 Our liability under the Contract shall (without prejudice to the separate application of the provisions of clause 16 ) be limited as provided in clause 13(1) to that part of the Contract price which relates to the defective item or the actual cost of replacements delivered or of correcting such defects whichever is the lower.
14.1.1.1 Except in respect of death or personal injury caused by our negligence we shall have no liability to the Purchaser by reason of any representation (unless fraudulent) or any express or implied warranty condition or other term or any duty at common law or under the express terms of the Contract for loss of profit or for any indirect special or consequential loss or damage costs expenses liquidated damages penalties or other claims for compensation whatsoever (whether caused by our negligence or that of our employees or agents or otherwise) which arise out of or in connection with the supply of the Goods (including any delay in supplying or any failure to supply the Goods in accordance with the Contract or at all) or their use or resale by the Purchaser and our entire liability under or in connection with the Contract shall in no circumstances exceed the price of the Goods.
14.1.2 In the event that we have expressly accepted a liquidated damages clause in any Contract with the Purchaser then such damages will only be payable where the Purchaser produces sufficient evidence of its actual loss including full supporting documentation to our reasonable satisfaction.

15. PATENTS
We will indemnify the Purchaser against any claim for infringement of letters patent registered design trade mark copyright (published at the date of the Contract) arising from the use or sale of any article or material supplied by us and against all costs and damages which the Purchaser may incur in any action for such infringements or which the Purchaser may become liable in such action. Provided always that this indemnity shall not apply to any infringement which is due to our having followed a design or instruction furnished or given by the Purchaser or to the use of such article or material in a manner or for a purpose or in a foreign country not specified by or disclosed to us or to any infringement which is due to the use of such article or material in association or combination with any other article or material not supplied by us. And provided also that this indemnity is conditional on the Purchaser giving us the earliest possible notice in writing of any claim being made or action threatened or brought against the Purchaser and on permitting us at our own expense to conduct any litigation that may ensue and all negotiations for a settlement of the claim. The Purchaser on his part warrants that any design or instruction furnished or given by him shall not be such as will cause us to infringe any letters patent registered design trademark or copyright in the execution of the order.

16. LIABILITY FOR ACCIDENTS AND DAMAGE
If we, our agents or sub Contractors are on site for the purposes of the Contract then notwithstanding the provisions of clause 13 we will indemnify the Purchaser against direct damage or injury to the Purchasers property or person or that of others occurring while we are working on site to the extent caused by the negligence of ourselves, our subcontractor’s or agents but not otherwise by making good such damage to property or compensating personal injury provided that:-
(a) our total liability to the damage to the Purchasers property shall not exceed £100,000.00 or the Contract price whichever sum is the lower and;
(b) we shall not be liable to the Purchaser for any loss of profit or contracts or save as aforesaid for any loss or damage of any kind whatsoever.

17. WAIVER OF SUBROGATION
The Purchaser shall in his direct damage and use and occupancy (business interruption) insurance policies covering the facility in which the Goods are installed provide for waivers of subrogation rights in favour of us. The Purchaser shall indemnify and hold us harmless for failure to procure such waivers to be effective.

18. FORCE MAJEURE
Should we be prevented from delivering at the agreed date by strikes lockouts act of god war fire tempest flood accident or damage to Goods or delay in obtaining or inability to obtain through scarcity of materials or for any other cause beyond our control, we may suspend delivery until a reasonable time after the end of the happening and during such time as is reasonably incidental to the resumption of normal production or sale or cancel or vary the Contract without compensation.

19. INSOLVENCY OF PURCHASER
19.1 This clause applies if:-
The Purchaser makes a voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise for the purposes of amalgamation or reconstruction) or;
19.1.1 An incumbrancer takes possession or a receiver is appointed of any of the Property or assets of the Purchaser or;
19.1.2 The Purchaser ceases or threatens to cease to carry on business or;
19.1.3 We reasonably apprehend that any of the events mentioned above is about to occur in relation to the Purchaser and we notify the Purchaser accordingly.
19.2 If this clause applies then without limiting any other right or remedy available to us we may cancel the Contract or suspend any further deliveries under the Contract without any liability to the Purchaser and the Contract price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
20. CONSTRUCTION
The rights and obligations of the parties and all the terms and conditions hereof or in any dispute arising out thereof shall be governed by English Law and the Purchaser agrees to submit to the non-exclusive jurisdiction of the English Courts. If any provision of these Terms and the Contract is held by a Court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms and the Contract and remainder of the provision in question shall not be affected

21. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
21.1 Unless the right of enforcement is expressly provided, it is not intended that a third party should have the right to enforce a provision of the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999
21.2 The parties to the Contract may