TERMS AND CONDITIONS The following terms and conditions ("the Conditions") are the terms on which we sell products and supersedes all other terms and conditions relating to the subject matter of these Conditions: 1 PRICE AND PAYMENT 1.1 The price (exclusive of VAT, if applicable, or any analogous sales tax, carriage, freight, postage or insurance costs)) for the Goods ("the Price") shall be the price as stated on the list maintained by the Seller detailing prices of the Goods as amended by the Seller from time to time, or such other price as the parties may agree in writing. 1.2 Payment of the Price shall be made by the Buyer within 28 days of the date of the invoice for the Goods. 2 GOODS 2.1 All Goods shall be required to conform to the specification in the order for Goods by the Buyer as accepted by the Seller's acknowledgement ("the Purchase Order") or as otherwise expressly agreed in writing. 2.2 Any order for Goods sent by the Buyer to the Seller shall only be accepted by means of the Seller's standard acknowledgement form and shall be deemed to be accepted subject to the Conditions contained herein. 2.3 Each order for Goods accepted by the Seller shall be deemed to be an individual legally binding contract between the parties. 3 DELIVERY 3.1 The Seller shall deliver the Goods to the Buyer at the address of the Buyer in the Purchase Order. Time shall not be of the essence for delivery. 3.2 The Buyer shall be deemed to have accepted the Goods upon their delivery. 3.3 All risk in the Goods shall pass to the Buyer upon delivery 3.4 If the Seller is unable to deliver the Goods for reasons outside its control, the Seller shall be entitled, at the Buyer's expense, to place the Goods in storage until such time as the Goods may be delivered. 4 TITLE TO GOODS 4.1 The Seller warrants that it has good title to the Goods and that it will transfer title in the Goods to the Buyer pursuant to Clause 4.2. 4.2 Notwithstanding delivery, title in the Goods shall not pass to the Buyer until the Seller has been paid in full for the Goods. Nothing in this Clause shall prevent the Seller from raising an action against the Buyer for payment of the Goods. 5 DAMAGE IN TRANSIT 5.1 Upon serving notice within 24 hours of delivery to the Seller, the Buyer shall be entitled to replacement Goods if the Seller is reasonably satisfied that the Goods have been damaged during transportation. 6 GUARANTEE 6.1 Where the goods have been manufactured by the Seller and are found to be defective, the Seller shall repair or in its sole discretion, replace defective Goods free of charge upon the following conditions: 6.1.1 the Buyer giving notice of the defect within 5 days of the defect coming to the Buyer's attention; 6.1.2 such notice being served within 28 days of delivery; 6.1.3 the defect being due to the Seller's faulty design, workmanship or materials; and 6.1.4 the defect not having arisen from the Buyer's failure to comply with the Seller's oral or written instructions as to storage, installation, use or maintenance of the Goods or in accordance with good trade practice. 6.2 Any Goods to be repaired or replaced under Clause 6.1 shall be delivered to the Seller at the Buyer's expense. 6.3 Where the Goods have been manufactured and supplied to the Buyer by a third party the Seller shall where possible pass on to the Buyer the benefit of any warranty in respect of the Goods granted to the Seller by such third party. 7 LIMITATION OF LIABILITY 7.1 Subject to the Seller's liability under Clause 4 and subject to Clause 8 the Seller shall not be liable to the Buyer for any loss (including loss of profit), costs, damages, charges or expenses incurred by the Buyer or for any loss or damage to or caused by the Goods. 7.2 Subject to this Clause 7 and Clause 8 all other conditions, warranties or other stipulations concerning the Goods whether express or implied by common law or under statute are excluded to the fullest extent permitted by law, and, in particular, but without limiting the foregoing generality, the Seller grants no warranties regarding fitness for purpose, use, quality or nature of the Goods whether express or implied by statute or common law. 7.3 Subject to Clause 8 the liability of the Seller under this Agreement howsoever arising shall not exceed the Price. 8 GENERAL 8.1 Nothing in these Conditions shall be construed so as to exclude or limit the liability of the Seller for breach of the warranties contained in Clause 4 or for breach of warranty as to title and quiet possession implied by the Sale of Goods Act 1979 where such Act applies to the contract between the Seller and the Buyer for the sale and purchase of the Goods incorporating these Conditions. 8.2 Nothing contained in these Conditions shall be construed so as to limit or exclude the liability of the Seller for death or personal injury as a result of the Seller's fraudulent misrepresentation, negligent actions or those of its employees or agents. 9 GOVERNING LAW AND JURISDICTION 9.1 This Agreement shall be governed by and construed in accordance with the law of England and the parties hereto submit to the non-exclusive jurisdiction of the English Courts.
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