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Interpretation 1.1 In these conditions: “Buyer” means the person who accepts a quotation of the Seller for the sale of the Goods whose order for the Goods is accepted by the Seller. “Conditions” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller. “Contract” means the contract between the Seller and Buyer for the purchase and sale of the Goods into which these conditions are incorporated. “Goods” means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with these Conditions. “Order” means the written order placed by the Buyer. “Quotation” means the written or oral quotation given by the Seller to the Buyer and valid for a period of 30 days unless otherwise agreed by the Seller. “Seller” means Torin Sifan Limited whose principal place of business is at Greenbridge, Swindon, Wiltshire SN3 3JB. 1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time. 1.3 The headings in these Conditions are for the convenience only and shall not affect their interpretation. 2. Basis of Sale 2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any Quotation of the Seller which is accepted by the Buyer, or any 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 any such quotation is accepted or purported to be accepted, or any such Order is made or purported to be made, by the Buyer. 2.2 No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller. 2.3 The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing. In entering into the Contract the Buyer acknowledges that it does not rely on any such representations which are not so confirmed and that it shall not have any right of action against the Seller arising out of or in connection with any such representation except in the case of fraud. 2.4 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed. 2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acknowledgement, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller. 3. Orders and Specifications 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 by despatch by the Seller of it acknowledgement of Order and the terms of the Seller’s order acknowledgement (including these Conditions printed on the reverse) shall apply. 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. 3.3 The quantity, quality and description of and any specification for the Goods shall be those set out in the Quotation. 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. 3.5 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory or EC requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance. 3.6 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation. 4. Price of the goods 4.1 Unless otherwise agreed in writing by the Seller the price of the Goods shall be the price stated in any Quotation or where no price has been quoted (or a quoted price is no longer valid) the price listed on the Seller’s acknowledgement of Order. All prices quoted are valid for a period of 30 days 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 All prices are exclusive of VAT which shall be due and payable where applicable by the Buyer to the Seller at the rate ruling at the date of the Seller’s invoice. Unless otherwise agreed in writing prices are given on an ex-works basis and where the Seller agrees to deliver the Goods otherwise than at the Seller’s premises, the Buyer shall be liable to pay the Seller’s charges for transport, packaging and insurance. 4.3 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price 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 regulation, alternation 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. 4.4 Where agreed the cost of pallets and returnable containers will be charged to the Buyer in addition to the price of the Goods, but full credit will be given to the Buyer provided they are returned undamaged freight paid to the Seller. [before the due payment date.] 5. Terms of Payment 5.1 Unless otherwise agreed in writing by 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 21 days of the end of the month of the date of 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. 5.3 No payment shall be deemed to have been received until the Seller has received cleared funds. 5.4 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller shall be entitled to: 5.4.1 cancel the Contract or suspend any further deliveries to the Buyer; 5.4.2 appropriate any payment made by the buyer to such of the goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and 5.4.3 charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of 2% per cent per annum above Lloyds Bank plc’s base rate from time to time, accruing on a daily basis until payment in full is made, whether before or after any judgement. 5.5 The Seller shall be entitled to payment for all instalments of Goods delivered to the Buyer notwithstanding that the remainder of the Goods shall not have been delivered. 5.6 The Buyer shall not be entitled to withhold payment of any amount payable under the Contract because of any disputed claim of the Buyer in respect of faulty goods or any other alleged breach of contract whether in respect of the contract or any other contract between the Buyer and the Seller nor shall the Buyer be entitled to set off against any amount payable under the Contract to the Seller any monies owed by the Seller to the Buyer or any account whatsoever, whether such a right is conferred on the Buyer by statute or otherwise. 6. Delivery 6.1 Delivery of the Goods shall be made by the Buyer collecting the goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place. 6.2 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer. 6.3 The seller may make delivery by instalments. Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated. 6.4 If the Seller delivers to the Buyer a quantity of goods of up to 5% more or less than the quantity accepted by the Seller the Buyer shall not be entitled to object to or reject the Goods or any of them by reason of the surplus or shortfall and shall pay for such Goods at the pro rata Contract rate. 6.5 If the Seller fails to deliver the Goods (or any instalment) for any reason other than any cause beyond the Seller’s reasonable control or the Buyer’s fault, and the Seller is accordingly liable to the Buyer, the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods. 6.6 If the Buyer fails to take delivery of the Goods of fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may: 6.6.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or 6.6.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the contract 6.7 No Goods will be made available for collection or despatched in the event that the Buyer already has an overdue account with the Seller, until all such overdue amounts are paid. 7. Risk and Property 7.1 Risk of damage to or loss of the Goods shall pass to the Buyer: 7.1.1 in the case of Goods to be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or 7.1.2 in the case of Goods to be delivered otherwise than at the Seller’s premises, 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. 7.2 Notwithstanding delivery and/or the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due. If payments received for the Buyer are not stated to refer to a particular invoice, the Seller may appropriate such payment to any outstanding invoice. 7.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall: (i) hold the Goods as the Seller’s fiduciary agent and bailee; and (ii) keep the Goods stored (at no cost to the Seller) separately from any goods belonging to the Buyer or any third party; (iii) properly store, protect, maintain the Goods in satisfactory condition and insured on the Seller’s behalf for their full price against all risks to the reasonable satisfaction of the Seller; and (iv) hold the proceeds of insurance referred to in 7.3(ii) on trust for the Seller and not mix them with any money nor pay the proceeds into an overdrawn bank account; But the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business. 7.4 4 If the Buyer fails to make any payment to the Seller when due, or proposes to compound with its creditors, applies for an interim order under section 252, Insolvency Act 1986 or has a bankruptcy petition presented against it or being a company, enters into voluntary or compulsory liquidation, has a receiver, and administrator or administrative receiver appointed over all or any of it’s assets or takes or suffers similar action, or if the Seller has a reasonable cause to believe that any of these events is likely to occur then the Seller shall have the right, without prejudice to any other remedies: (i)To enter, without prior notice, any premises of the Buyer where goods owned by the Seller may be and to repossess and dispose of any goods owned by it so as to discharge any sums owed to it by the Buyer under this or any other contract. (i) to require the Buyer not to resell or part with possession of any goods owned by the Seller until the Buyer has paid in full all sums due to the Seller under this or any other contract. (ii) to withhold delivery of any undelivered goods and stop any goods in transit. 7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods, which remain the property of the Seller, but if the Buyer does so, all monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller forthwith become due and payable. 8. Warranties and Liability 8.1 Subject to the conditions set out below, the Seller warrants that the Goods will correspond with their specifications at the time of delivery and be free from defects in design, material and workmanship for a period of 12 months from the date of delivery. 8.2 The above warranty is given by the Seller subject to the following and other provisions of this condition 8: (i) the Seller shall be under no liability in respect of any defect in the Goods or lack of technical performance of the Goods arising from a drawing, design, information or specification supplied by the Buyer; (ii) the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions whether oral or in writing, misuse or repair of the Goods without the Seller’s approval or improper storage; (iii)The Seller shall be under no liability under the above warranty if the total price for the Goods has not been paid by the due date of payment. 8.3 Where the Seller is not the manufacturer of the Goods, the Seller will endeavour to transfer to the Buyer the benefit of any warranty given to the Seller by its supplier. 8.4 Subject as expressly provided in these Conditions and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. 8.5 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Buyer are not affected by these Conditions. 8.6 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with the specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract. 8.7 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace the Goods (or the part in question) free of charge or, at the Sellers sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer. 8.8 Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty in tort or at common law, or under the express terms of the Contract for, losses, damages, cost or expenses of any kind, whether direct or indirect (including but not limited to loss of profits, loss of business contracts, loss of use whether or not foreseeable, or other consequential loss of any description whether caused by negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Condition 8.9 The seller shall not be liable to the buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control: 8.9.1 act of God, explosion, flood, tempest, fire or accident; 8.9.2 war or threat of War, sabotage, insurrection, civil disturbance or requisition; 8.9.3 acts, restrictions, regulations by laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; 8.9.4 import or export regulations or embargoes; 8.9.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party); 8.9.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery; 8.9.7 power failure or breakdown in machinery. 9. Intellectual Property and Indemnity 9.1 Unless expressly agreed in writing to the contrary, the specification and design of the Goods (including the copyright, design right or other intellectual property in the Goods, and the product data sheets, drawings, designs and other design documentation, software, tools, dies and equipment relating to the Goods, shall as between the parties be the property of the Seller. 9.2 You shall not remove, alter, deface or tamper with any of the marks, names, numbers or other means of identification used on the Goods or allow anyone else to do so. 9.3 Where any designs or specifications have been supplied by the Buyer for manufacture by or to the order of the Seller, then the Buyer shall indemnify the Seller against all losses, damages, costs, expenses awarded against or incurred 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 Buyers specification or design. 9.4 If any claim is made against the Buyer that the Goods infringe or that their use or resale infringes the patent, copyright, design, trade mark or other industrial or intellectual property right of any other person, then unless the claim arises from the use of any drawing, design or specification supplied by the Buyer, the Seller shall indemnify the Buyer against all loss, damages, costs and expenses awarded against or incurred by the Buyer in connection with the claim, or paid or agreed to be paid by the Buyer in settlement of the claim, provided that: 9.4.1 the Seller is given full control of any proceedings or negotiations in connection with any such claim; 9.4.2 the Buyer shall give the Seller all reasonable assistance for the purposes of any such proceedings or negotiations; 9.4.3 except pursuant to a final award, the Buyer should not pay or accept any such claim, or compromise any such proceedings without the consent of the Seller (which shall not be unreasonably withheld); 9.4.4 the Buyer shall do nothing which would or might vitiate any policy of insurance or insurance cover which the Buyer may have in relation to such infringement, and this indemnity shall not apply to the extent that the Buyer recovers any sums under any such policy or cover (which the Buyer shall use its best endeavours to do); 9.4.5 the Seller shall be entitled to the benefit of, and the Buyer shall accordingly account to the Seller for, all damages and costs (if any) awarded in favour of the Buyer which are payable by, or agreed with the consent of the Buyer (which consent shall not be unreasonably be with held) to be paid by, any other party in respect of any such claim; and 9.4.6 without prejudice to any duty of the Buyer at common law, the Seller shall be entitled to require the Buyer to take such steps as the Seller may reasonably require to mitigate or reduce any such loss, damages, costs or expenses for which the Seller is liable to indemnify the Buyer this clause. 10.Cancellation and Suspension 10.1 No order which has been accepted by the Seller may be cancelled by the Buyer except with the written agreement of the Seller and on the terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and material used), damages, charges and expenses incurred by the Seller as a result of such cancellation. 10.2 If the Buyer: 10.2.1 Makes any 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 than for the purposes of amalgamation or reconstruction); or 10.2.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or 10.2.3 ceases, or threatens to cease, to carry on business; or 10.2.4 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly; Then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the Price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary. 11.Export Terms 11.1 In these Conditions ‘Incoterms’ means the 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. Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions, but if there is any conflict between the provisions of Incoterms and these Conditions, the latter shall prevail. 11.2 Where the Goods are supplied for export from the United Kingdom, the provision of this clause 11 shall (subject to any special terms agreed in writing between the Buyer and the Seller) apply notwithstanding any other provision of these Conditions. 11.3 The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties on them. 11.4 Unless otherwise agreed in writing between the Buyer and the Seller, the Goods shall be delivered ex-works the Sellers premises. 11.5 Unless otherwise agreed in writing between the Buyer and the Seller, payment of all amounts due to the Seller shall be made in Sterling by irrevocable letter of credit opened by the Buyer in favour of the Seller and confirmed by a leading London bank within 10 days of the Seller’s acceptance of the Order and upon presentation of the required documents to a London bank. 12.General 12.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. 12.2 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision. 12.3 The Seller’s rights contained in Condition 7 (but not the Buyer’s rights) shall continue beyond the discharge of the parties primary obligations under the Contract following its termination by the Seller or breach by the Buyer. 12.4 If any provision of these Conditions is held by any competent authority to be invalid or enforceable in whole or in part the validity of the provisions of these Conditions and the remainder of the provision in question shall not be affected. 12.5 The termination of the Contract howsoever arising shall be without prejudice to any rights and duties of either party which may have accrued prior to termination. 12.6 The Contract shall be governed by the laws of England, and the Buyer agrees to submit to the non-exclusive jurisdiction of the English courts. 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