STANDARD TERMS AND CONDITIONS OF SALE OF KR SAWS LTD

Terms and Conditions

Conditions of Sale – General Conditions for the Supply of Goods and Associated Services

1

(a) In these conditions ‘the Company’ means KR Saws Ltd and ‘the Customer’ means the individual, firm, company or other party with whom the Company contracts. ‘Supply’ includes (but is not limited to) any supply under a contract of sale. ‘International Supply Contract’ means such a contract as is described in section 26(3) of the Unfair Contract Terms Act 1977.

(b) No order in pursuance of any quotation or otherwise shall be binding on the Company unless and until such order is accepted by the Company. Any contract made between the Company and the Customer (herein called ‘the Contract’) shall be subject to these conditions and save as aftermentioned no representative or agent of the Company has authority to agree any terms or make any representations inconsistent with them or to enter into any contract except on the basis of them; any such term representation or contract will bind the Company only if in writing and signed by a director.

(c) Unless otherwise agreed in writing by the Company these conditions shall override any terms and conditions stipulated or referred to by the Customer in his order or pre-contract negotiations.

(e) In the event that the Company has not given a written acknowledgement of the Customer’s order these conditions, provided the Customer shall have had prior notice of them, shall nonetheless apply to the Contract.

(f) In the event that the Customer orders any goods by telephone, any subsequent written order received from the Customer will be deemed to be a confirmation of the order given on the telephone if and only if the written order is (i) marked with the Company’s reference number given to the Customer on the telephone and (ii) marked ‘Confirmation Only’. Any written order not so marked will be deemed to be a further order from the Customer and may be accepted accordingly.

(g) The Company reserves the right to correct any clerical or typographical errors made by its employees at any time.

2

(a) Where goods are made to the Customer’s specification, instructions or design, the Customer undertakes full responsibility for the suitability and accuracy of the specification, instructions or design and undertakes to indemnify the Company against any infringement of any patent, design rights, registered design, trade mark, trade name, copyright or other intellectual property rights and any loss, damage or expense which it may incur by reason of such infringement in any country and the Customer undertakes further to indemnify the Company for any loss damage or expense in respect of any liability arising under or by reason of the provisions of the Consumer Protection Act 1987 in relation to the specification or design of such goods.

(b) The Customer warrants that it will pass on to all third parties to whom it may supply the goods all information as to the use and safe handling of the goods as may have been passed on to the Customer by the Company.

3

(a) Subject to any agreement to the contrary the Company’s quotations are provisional and may be altered to take account of any changes taking place between the date of quotation and the Company’s acceptance of the Customer’s order in the price of raw materials, rates of wages and other costs of production or in the Customer’s specification, instructions or design or in the event that the Customer orders part only of the quantity referred to in any quotation.

(b) The Company shall be entitled to increase its prices at any time to take account of any increase in the cost to the Company of purchasing any goods or materials or manufacturing working on or supplying any goods or services (including any such increase arising from any error or inadequacy in any specification, instructions or design provided by the Customer or any modification carried out by the Company at the Customer’s request) and such increased prices ruling at the date of despatch by the Company shall be substituted for

the previous Contract price. All prices quoted are exclusive of VAT and the Customer shall pay any and all taxes duties and other government charges payable in respect of the goods or service

4

(a) Unless otherwise agreed in writing by the Company, the Company shall deliver the goods by the means most convenient to the Company to the address or addresses specified by the Customer or (in the event that the Customer fails to specify an address) to any address at which the Customer resides or carries on business and off-loading shall be at the Customer’s risk.

(b) Save in the Case of International Supply Contracts and subject to any agreement in writing by the Company, the risk in goods which the Company agrees to supply shall pass to the Customer on the relevant date as defined in sub paragraph 5 (a) hereof or the date (if earlier) on which, the goods being ready for delivery, delivery is postponed at the Customer’s request.

(d) The Company shall not be liable for any loss of or damage sustained by any goods left with the Company howsoever caused and whether or not attributable to negligence on the part of the Company or negligence or wilful default on the part of any servant or agent of the Company.

(e) Should the Company be delayed in or prevented from making delivery of the goods or carrying out the services due to war, governmental or parliamentary restrictions, strike, lock-outs, fire, floods, explosions, labour disturbances, trade disputes, damage to or destruction of the goods, breakdown of machinery, shortage of labour or of raw materials or Act of God or due to any other cause whatsoever beyond the reasonable control of the Company the Company shall be at liberty to cancel or suspend the order placed by the Customer without incurring any liability for any loss or damage arising there from.

(f) While the Company will endeavour to deliver the goods or complete the services by any date or within any period agreed upon, such dates and periods are estimates only given in good faith and the Company will not be liable for any failure to deliver or complete by such a date or within such a period. Moreover, the Company shall be entitled to defer delivery until any monies due from the Customer have been received.

5

(a) For the purposes of this paragraph the goods shall mean the whole or any instalment of the goods which the Company has agreed to supply or to which the Company has agreed to carry out work and the relevant date shall be the date on which (i) the Company despatches the goods or (ii) the Customer takes delivery of the goods at the Company’s premises, whichever is the earlier, or (iii) (in the case of services) the services or any part thereof are carried out.

(b) Unless otherwise specified in writing by the Company payment for the goods or services or any part thereof shall be made by the customer net cash not later than 30 days from the date of invoice. Time for payment shall be of the essence of the Contract. Without prejudice to any other rights of the Company interest will be payable on all overdue accounts at Ing Bank PLC base rate plus 4% and for the purpose of paragraphs 6 and 9 hereof the full purchase price of the goods or services shall include any interest payable hereunder.

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(a) If the Customer shall fail to make any payment when it becomes due or shall enter into any composition or any arrangement with his creditors or if being an incorporated company shall have an administrative receiver or administrator appointed or shall pass a resolution for winding up or a Court shall make an order to that effect or if there shall be any breach by the Customer of any of the terms and conditions hereof the Company may defer or cancel any further deliveries and treat the Contract as determined but without prejudice to its right to the full purchase price for goods delivered and services provided and damages for any loss suffered in consequence of such determination.

(b) Cancellation by the Customer will only be accepted at the discretion of the Company and in any case on condition that any costs or expenses incurred by the Company up to the date of cancellation and all loss or damage resulting to the Company by reason of such cancellation will be paid by the Customer to the Company forthwith. Acceptance of such cancellation will only be binding on the Company if in writing.

(c) A charge will be made for any costs incurred by the Company due to suspension or deferment of any order by the Customer or in the event that the Customer defaults in collecting, or giving instructions for the delivery of, any goods.

7

(a) No claim for damage in transit, shortage of delivery or loss of goods will be entertained unless the Customer shall have given to the Company written notice of such damage, shortage or loss with reasonable particulars thereof within 7 days of receipt of the goods or (in the case of total loss) of receipt of the invoice or other notification of despatch. The Company’s liability, if any, shall be limited to replacing or (in its discretion) repairing such goods and it shall be a condition precedent to any such liability that the Customer shall if so requested have returned damaged goods to the Company within 14 days of such request. The Customer shall not be entitled to make any claim against the Company for consequential loss arising out of such damage shortage or loss as aforesaid.

(b) Save as otherwise provided in these conditions the Company’s liability in respect of any defect in or failure of goods supplied or work done is limited to replacing or (in its discretion) repairing or paying for the repair or replacement of goods which within 12 months of delivery to the Customer are found to be defective by reason of faulty or incorrect design workmanship parts or materials and carrying out again any services which the Company has failed properly to perform in accordance with the Contract. In the event of any error in any weight, dimension, capacity, performance or other description or information which has formed a representation or is part of a contract the Company’s liability in respect of any direct loss or damage sustained by the Customer as a result of such error shall not exceed the price of the goods or services in respect of which the description or information is incorrect. Conditions precedent to the Company’s liability hereunder shall be that as soon as reasonably practicable the Customer

(i) shall have given to the Company reasonable notice of the defect, failure or error
(ii) shall have either returned the goods to the Company or provided authority for the Company’s servants or agents to inspect them, as the Company may request.
The Company shall have no other or further liability in respect of any direct of any direct or consequential loss or damage sustained by the Customer arising from or in connection with any such defect failure or error as aforesaid.

(c) Where the Company agrees to repair or replace goods or carry out again the services in accordance with the foregoing provisions of this paragraph any time specified for delivery under the Contract shall be extended for such period as the Company may reasonably require.

(d) The Company shall have no liability in respect of any failure of goods caused, whether wholly or in part, by any modification to the goods (save for trimming or dressing the goods for use) carried out by or for the Customer (other than by the Company) without the Company’s prior written approval.

(e) Save for such terms as may be implied in the Contract by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 all conditions, warranties and other terms express or implied, statutory or otherwise, are expressly excluded, save insofar as contained herein or as otherwise expressly agreed by the Company in writing PROVIDED that if and insofar as any legislation or any order made thereunder shall make or have made it unlawful to exclude or purport to exclude from the Contract any term or shall have made unenforceable any attempt to exclude any such term, the foregoing provisions of this paragraph will not apply to any such term.

8

The following provisions shall apply to all goods which under the Contract (other than an International Supply Contract) the Company agrees to supply to the Customer. No failure by the Company to enforce strict compliance by the Customer with such provisions shall constitute a waiver thereof and no termination of the contract shall prejudice limit or extinguish the Company’s rights under this paragraph.

(i) The property in the goods shall not pass to the Customer until payment has been received by the Company in full for the goods or any other goods supplied by the Company or any of its associated companies.
(ii) The Customer undertakes that until payment has been made in accordance with 8i) above- not to remove, deface, or cover up any identification marks that the goods are the property of the Company
– to store the goods separately from those belonging to the Customer and others
– to allow the Company, its agents and employees, unrestricted access to the Customer’s premises or any other location where the goods are stored, for the purpose of removal of the goods.
(iii) The Customer is hereby granted a license by the Company to incorporate the goods in any other products.
(iv) The Customer is hereby licensed to sell on the goods and any products incorporating any of them. The Customer shall, immediately upon receipt of the proceeds of sale, and whether or not payment has become due under Clause 5 hereof, remit to the Company the full purchase price of the goods sold on less any part thereof which has already been paid and until such amount has been so remitted shall hold such amount as trustee and agent for the Company.

(v) The Customer shall maintain all appropriate insurance in respect of the goods from the date or dates on which the risk therein passes to him. In the event of any loss or damage occurring while the goods remain the property of the Company the Customer shall immediately on receipt of the insurance monies, remit to the Company the full purchase price of the goods lost or damaged less any part

thereof which has already been paid and until such amount has been so remitted shall hold such amount as trustee and agent for the Company.
(vi) The licences granted under sub-paragraphs (ii) and (iii) above shall be terminable forthwith at any time upon notice by the Company to the Customer.

9

In the case of International Supply Contract property in the goods shall pass to the Customer upon delivery.

10

Save as hereinbefore provided and subject to the provisions of section 2(i) of the Unfair Contract Terms Act 1977 the Company shall not be liable to the Customer for any damage or for any direct or consequential loss incurred by the Customer in consequence of any negligence on the part of the Company or negligence or wilful default on the part of its servants or agents or in connection with the supply of any goods or the design or manufacture thereof or in the carrying out of any work or the provision of any information.

11

Nothing in these Conditions shall exclude or restrict any liability that the Company may have by virtue of the Consumer Protection Act 1987.

12

The proper law of all contract with the Company shall be English Law which shall govern in all respects the construction and effect of such contracts and of these Conditions. The Customer agrees that in the event of any dispute arising out of the Contract or the performance thereof he will submit to the jurisdiction of the English Courts.