TERMS AND CONDITIONS OF SALE (UK) 2006

1. GENERAL APPLICATION
1.1. Unless expressly agreed in writing by a Director of the Company, all Goods (which includes where relevant provision of services) are sold upon these terms and conditions (the Conditions) and no agent or representative of the Company has any authority to vary or omit the Conditions or any of them.
1.2. All acceptances contracts orders and quotations are subject to these Conditions alone which supersede and exclude any arrangements, agreements, statements, or negotiations, terms, conditions, warranties and representations whether written or oral express or implied made between the Buyer and the Company and  no variations of the Conditions will be valid unless agreed upon in writing signed by a Director of the Company.
1.3. The Buyer accepts that the Conditions will govern all its relations with the Company to the exclusion of any terms and conditions contained in any of the Buyer’s documents even if the same purport to provide that the Buyer’s own or some other terms shall prevail.
1.4. Each clause in the Conditions shall where the context allows be read separately and if any clause shall be adjudged to be void as going beyond what is reasonable but would be valid if part of the wording were deleted, the clause shall apply with such modifications as may be necessary to make it/ them valid and effective.
1.5. Headings in the Conditions have been inserted for convenience only and shall not affect its interpretation or construction in any way.
1.6. Waiver by the Company of any of its rights hereunder or any breach of such rights shall not constitute waiver of any other right or of any continued breach and no delay or allowance of time by the Company in enforcing any of its rights shall preclude the subsequent enforcement of these rights or of any other rights.

2. DEFINITIONS
2.1. In the Conditions the following words and expressions shall have the following meanings:-
2.1.1. the Company shall mean Collinson plc of Riverside Industrial Park, Catterall, Preston, PR3 OHP.
2.1.2. the Buyer shall mean the Company or person which has addressed any requests or Order for the supply of goods or services to the Company and shall include his agent where the context so admits.
2.1.3. the Goods shall mean all goods, whether raw material or finished products, or systems, forming the subject matter of a contract between the Company and the Buyer or to be delivered by the Company to the Buyer or collected by the Buyer from the Company under the Order.  Where the Order includes provision for the supply of services “the Goods” shall, where the context permits, include the services which the Company has contracted to supply.
2.1.4. the Order shall mean the order placed by the Buyer with the Company for the supply of the Goods by the Company to the Buyer.
2.1.5. the Acceptance  shall mean the acknowledgement in writing by which means the Company accepts the Buyer's offer to buy the Goods subject to the Conditions and other provisions set out in the Acceptance.
2.1.6. Due Date shall mean the date when payment is due calculated by reference to the terms contained or referred to in the Acceptance or if none clauses 4.1 & 4.2 of the Conditions
2.1.7. the Price shall mean the price agreed for the Goods as determined by reference to the Acceptance.
2.1.8. The Additional Cost shall mean the increased contract prices to cover materials, labour or services or any exchange rate fluctuations, costs or expenses of any kind incurred by the Company in respect of manufacture, loading, unloading, reloading and transport costs and expenses and cost of storage and insurance.
2.1.9. Posting shall mean when sending by mail putting into a post box, when sending by fax despatch of the transmission

3. ORDERS
3.1. Any quotations and estimates by the Company are invitations to treat open for a period of 30 days unless previously withdrawn.
3.2. All prices exclude Vat, Packing, packaging, shipping and insurance unless otherwise indicated in writing, and the Company reserves the right at any time prior to Delivery to adjust the Price to take account of any increase in the costs to it of materials, labour or services or any exchange rate fluctuations or to increase contract prices to cover any Additional Cost or expenses of any kind incurred by the Company in respect of or consequent upon any suspension or delay of, or in despatch of, or work on, the Goods or through the Buyer’s instructions or caused by or resulting from lack of instructions (including but not limited to loading, unloading, reloading and transport costs and expenses and cost of storage and insurance).
3.3. The Order of the Buyer is an offer to buy the Goods subject to the Conditions which become binding only upon the Company Posting the Acceptance.
3.4. Any Order of the Buyer made orally must be confirmed (by either party) in writing save;
3.4.1. in the case of an emergency supply required by the Buyer, and
3.4.2. Items costing under £500.00
When in each case the transaction will be subject to the Conditions but the Buyer shall pay by credit card and acceptance will be effected when the Company receives a transaction confirmation from the payer

4. PAYMENT
4.1. Payment shall be due to the Company in pounds sterling in the amount stated or referred to in the Acceptance. If the Acceptance is silent as to payment terms, payment is due on Delivery (the Due Date).
4.1.1. In any oral agreement or where items cost less than £500.00 payment shall be effected by credit card payment, and
4.1.2. Will otherwise be as set out in the Acceptance, unless
4.1.3. The Buyer is also a Distributor or Dealer and has a separate Agreement when the payment terms set out in that agreement will apply.
4.2. Time for payment shall be of the essence.
4.3. Without prejudice to any of its rights or remedies, if any sums due to the Company are not received by the Due Date it shall be entitled to charge interest at 6% over the base rate from time to time of Lloyds Bank plc in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 and regulations made there under from the Due Date until payment is received, whether before or after any judgement and such interest shall become payable immediately upon Posting by the Company of an invoice for the amount of interest charged.
4.4. Payment made otherwise than in cash shall be deemed to be made when cleared funds are available to the Company.
4.5. The Company shall be entitled to present to the Buyer an invoice for the Price of the Goods on or before Delivery.
4.6. A dated invoice addressed to the Buyer’s address as supplied shall be conclusive evidence that the invoice was Posted to the Buyer on the date shown.
4.7. Orders made under the Conditions accepted by the Company are not subject to changes or cancellation by the Buyer except with the Company’s written consent. If the sale involves Goods which are manufactured altered or adapted for the Buyer and a change or cancellation is made the Buyer shall take all completed Goods at full price, work in progress at cost plus pro-rata profit and the Buyer shall reimburse the Company for materials purchased and any liability under a contract which may have been entered into by the Company to assist in fulfilling the Order.
4.8. The Company shall be entitled to withhold Delivery or Despatch of any Goods or treat the contract as terminated if the Buyer fails to pay to the Company any sum due from the Buyer (or from any individual, firm or company with which the Buyer is, in the opinion of the Company, associated) by the Due Date  whether such sum is due under that contract or some earlier contract between the Company and the Buyer, and the Company shall incur no liability in respect of such withholding of Delivery, Despatch or stoppage.
4.9. Upon termination of any contract between the parties by the Company the Buyer shall be liable to pay damages to the Company for breach of contract in the sums determined by the Company in accordance with clause 4.7 of the Conditions together with any Additional Costs.
4.10. The Company shall be entitled to appropriate any payments made by the Buyer in settlement of such invoices or accounts as the Company may in its absolute discretion think fit notwithstanding any purported appropriation to the contrary by the Buyer and the Company may set off against any sums it owes the Buyer any sums due from the Buyer to the Company.
4.11. The Buyer shall have no right of deduction counterclaim or set-off statutory or otherwise or in any way reduce the sums to be paid to the Company on the Due Date.
4.12. The Buyer agrees to indemnify the Company against any legal fees incurred by the Company in obtaining payment for the Goods as a result of the Buyer's failure to comply with clause 4.1.

5. DELIVERY
5.1. All risk in the Goods shall pass to the Buyer upon Delivery.  Any return of the Goods or part thereof from the Buyer’s premises to the Company’s premise shall be at the risk of the Buyer unless such Goods are carried by the Company or its agent.
5.2. Delivery will be deemed to have been effected when the Company notifies the Buyer that the Goods are ready for collection or ready for Despatch or are    prepared and ready to leave the Company’s premises or when accompanied by services to be provided by the Company when provision of those services are signed off as complete by the Company or its agent.
5.3. Despatch is when the Goods leave the Company’s premises for shipping by the Company or its agents or, where the Goods are to be collected by the Buyer or its agents, Despatch shall be when the Goods are loaded on to the delivery vehicle or otherwise collected by the Buyer or its agents.
5.4. Estimates of Delivery and Despatch are subject to revision when ordering information which is complete to the satisfaction of the Company is received by the Company. Any times and dates quoted for Delivery or Despatch shall be estimates only. Accordingly, time of Delivery or Despatch shall not be of the essence.
5.5. The Company shall not be liable for any loss whatsoever or howsoever arising caused by non-Delivery or non-Despatch of the Goods or by failure to Deliver Goods on the date stated by or on behalf of the Company.
5.6. The Company reserves the right to make Delivery and Despatch by instalments and to tender a separate invoice in respect of each such instalment. Delay in any one or more of the instalments will not entitle the Buyer to treat the contract as repudiated or to damages.
5.7. Deviations in quantity of Goods Delivered representing not more than 10% by value from that contained or referred to in the Acceptance shall not entitle the Buyer to reject the Goods or any Instalment or to claim damages and the Buyer shall be obliged to accept and pay at the contract rate for the quantity of Goods Delivered.
5.8. The Company reserves the right to withhold Delivery or Despatch of part or all of the Goods:
5.8.1. if at the time when Delivery is due there shall be any outstanding invoice issued by the Company to the Buyer which has not been paid in full in accordance with the provisions of clause 4.1; or
5.8.2. upon the happening of any of the events referred to in clause 7.5.4.
5.9. Delivery or Despatch may be wholly or partially suspended and the time of such suspension added to the time for performance in the original contract in the event of stoppage, delay or interruption of work in the establishment of either the Company or Buyer during the Delivery period as a result of strikes, lockouts, trade disputes, breakdown, accident, inability to obtain material, equipment or transportation or other causes beyond the reasonable control of the Company.
In the event of an outbreak of hostilities (whether war is declared or not) in which the United Kingdom is involved, or in the event of a National Emergency or in the event that the Company's works should become either directly or indirectly so engaged on Government orders or orders of priority as to prevent or delay work on other orders, the Company shall be entitled at any time, on notice to the Buyer, to make partial deliveries only or to determine the Contract, without prejudice in any case to rights accrued in respect of deliveries already made.
5.10. Risk of loss or damage to the Goods passes to the Buyer on Delivery before Despatch or loading.
5.11. Notwithstanding Delivery and the passing of risk to the Buyer as at 6 below the title and property to the Goods shall remain with the Company until the Buyer has paid all monies owed by it to the Company under this or any other Contract or otherwise
5.12. The Buyer will keep the said Goods safe and undamaged until full payment when title and property will pass to it. The Buyer is not the agent of the Company
5.13. If the Buyer is unable to collect or accept Delivery of the Goods for whatever reason or shall fail to give shipping instructions within 14 days of Delivery (and in this respect time shall be of the essence) the Company shall be entitled to payment from the Buyer as if the Goods had been Delivered, and when it has been agreed that the Goods are to be supplied by instalments to the Buyer, risk in the Goods shall pass to the Buyer and the Company shall be entitled to invoice the Buyer on each instalment as if the Goods had been Delivered;
5.14. The Company shall be responsible for the replacement of Goods which are items or parts omitted from a Delivery or damaged during transit by the Company or its agent. In the event that it is not possible to replace the Goods for any reason, the Company shall reimburse the Buyer any payments made for the Goods and the relevant contract shall be terminated. The Company shall not be liable to compensate the Buyer or any third party claimant through the Buyer for any further or consequential loss by reason of loss or damage caused by the omission or damage in transit;
5.15. The Company’s liability as aforesaid is in every case contingent upon the Buyer giving to the Company due notice in writing within 7 days of receipt by the Buyer of Goods which have omitted parts or items or are damaged during transit.

6. RISK
6.1. Risk in the Goods shall pass to the Buyer at the time of Delivery in accordance with clause 5.2.
6.2. From the moment of Delivery the Buyer shall promptly effect and maintain in the joint names of the Buyer and the Seller comprehensive insurance cover on the Goods for its full invoice price until payment has been made in accordance with clause 4.1.

7. PASSING OF TITLE
7.1. Notwithstanding the passing of risk in accordance with clause 6.1 title in the Goods shall not pass to the Buyer until payment in full has been received by the Company on all accounts with the Buyer whatsoever and until such payment is made the Goods and all other Goods supplied to the Buyer by the Company shall remain the legal and equitable property of the Company.
7.2. The Buyer shall keep and maintain the Goods in good order and condition insure the Goods at their full replacement value against all risks with reputable insurers and be responsible for any loss or damage to the Goods howsoever caused.
7.3. The Buyer shall be deemed not to have paid the Company for Goods in possession of the Company at any time unless the Buyer can prove that payment in cleared funds has been received by the Company
7.4. The Buyer is hereby licensed by the Company to use or to agree to sell the Goods subject to the express conditions that:
7.4.1. any sale by the Buyer of the Goods whether or not incorporated into other goods shall be made by way of sale in the ordinary course of the Buyer’s business.
7.4.2. the percentage of the proceeds of any sale made pursuant to clause 7.4.1 which is equivalent to the Company’s invoice price of the Goods sold shall be paid into a separate bank account and held in trust for the Company and shall not be mixed with other moneys or paid into an overdrawn bank account and shall at all times be identifiable as the Company’s moneys.
7.5. Until title to the Goods passes:
7.5.1. the Buyer will hold the Goods in a fiduciary capacity and as bailee for the Company,
7.5.2. subject to clause 7.4 the Goods shall be kept separate and distinct from all other property of the Buyer or of any third party and shall be stored in such a way as to be clearly identifiable as belonging to the Company;
7.5.3. the Company may at any time revoke the power of sale and use contained in clause 7.4 by notice to the Buyer if the Buyer is in default for longer than 14 days in the payment of any sum whatsoever due to the Company in respect of any Goods supplied at any time by it to the Buyer or if the Company has bona fide doubts as to the solvency of the Buyer;
7.5.4. the Buyer's power of sale and use contained in clause 7.4 shall automatically cease and any subsisting Contracts shall be deemed to have been determined without prejudice to any claim or right the Company may otherwise make or exercise if the Buyer has a petition presented for its winding-up or passes a resolution for voluntary winding-up, otherwise than for purposes of a bona fide amalgamation or reconstruction, or compounds with its creditors or has a Receiver or Administrator appointed of all or any part of its assets, becomes bankrupt or insolvent or enters into any arrangements with creditors or suffers any similar action in consequences of debts or carries out or undergoes any analogous act or proceedings under foreign law.
7.5.5. upon determination of the Buyers power of sale and use pursuant to clauses 7.5.3 or 7.5.4 the Buyer shall place any unsold Goods in its possession or under its control at the disposal of the Company and the Buyer hereby authorises the Company, using such force as may be reasonably necessary, to enter upon any premises of or used by the Buyer for the purpose of removing such Goods for re-sale or otherwise.
7.5.6. In the event of the Buyer contravening any of the foregoing provisions of this Clause 7 the Buyer shall hold the entire proceeds of sale, or any products produced therefrom on trust for the Company in a separate bank account which monies shall not be mingled with any other monies but shall always be identifiable as the Company’s monies.  The Buyer hereby declares that he will be the trustee of the Company for such monies and acknowledges that he shall account for the same on demand.  In the event that the Buyer has not received the proceeds of any such sale, disposal or parting with possession he will if called upon to do so by the Company, within 7 days assign to the Company all rights against the person, persons, or company to whom the Buyer has supplied the Goods.
7.5.7. If the Goods are mixed with goods which are not the property of the Buyer or the Company or are processed with or incorporated therein, the product thereof shall be deemed to be owned in common with that other person according to the value of their respective shares.
7.5.8. The Company reserves the right to maintain an action for the price of the Goods notwithstanding that property may not have passed to the Buyer.
7.5.9. The Buyer hereby agrees and by the signing hereof or of the Acceptance or other evidence of acceptance effects 30 days after the Due Date an assignment of the benefit of and in any contract it has with its customer known to the Company who has been supplied with Goods and payment in full has not been received by the Company 30 days after the Due Date.
7.5.10. Should the Company have cause to enter upon land to repossess the Goods it will do so as the licensee of the Buyer which licence is hereby granted and continues to subsist and shall not be revoked unless and until all monies due the Company have been paid or all Goods returned or repossessed and the Company shall be entitled to enter, with or without transport upon any land or premises of or occupied by the Buyer for the purpose of removing the Goods, and any new products created therefrom, such rights to include the right to sever the Goods and any such new products where necessary from real property.
7.5.11. In the event that the Goods are stored with other goods or are used to store other goods, the Company can, and the Buyer hereby authorises the Company to, deposit those other goods on the land from which the Goods were removed, and the Company is under no obligation to make them safe or watertight, and the Buyer hereby agrees that it shall be solely liable, to the exclusion of the Company for, and shall indemnify the Company against, any claim or any entitlement of the Buyer itself or any third party claiming under it to any compensation damages or other monetary claim whatsoever.
7.5.12. The Company may (without prejudice to any of its other rights) dispose of Goods removed in accordance with 7.5.10 above as the Company thinks fit and may apply the proceeds of disposal (after deduction of all expenses) in discharge of all amounts unpaid by the Buyer.

8. ACCEPTANCE OF THE GOODS
8.1. Subject to clause 8.3 below the Buyer shall carry out a thorough inspection of the Goods immediately on Despatch or if that is effected by the Company or its agent upon receipt and shall within 7 days of that event give notice in writing to the Company of any shortage or defect in the Goods delivered which a reasonable examination would have revealed or of any matter or thing by reason whereof the Buyer alleges that the Goods are not in accordance with the Order.
8.2. If the Buyer shall fail to give notice in accordance with clause 5.16 or 8.1 above the Goods shall be deemed in all respects to be in accordance with the Order and the Buyer shall be bound to accept and pay for the same accordingly.
8.3. The Company shall not be under any liability because the Goods could not be examined on Despatch unless the carriers note or such other note as appropriate is marked “not examined” and the 7 day time limit will then be applied from the date on which the Buyer first had a reasonable opportunity to examine them.

9. CANCELLATION OF ORDERS AND RETURN OF GOODS
9.1. An accepted Order may only be cancelled or varied by the Buyer with the Company’s written consent, which consent may be granted on payment of such cancellation or other charge as the Company shall in its sole discretion decide and such consent shall not in any way prejudice the Company’s right to recover from the Buyer full compensation for any loss or expense arising from such cancellation or variation.
9.2. In no circumstances will the Company entertain any complaint made by the Buyer which is received by the Company more than 19 days after the date of Despatch.
9.3. Nothing in this clause shall prejudice any disclaimer of liability by the Company elsewhere in the Conditions.

10. WARRANTY AND LIMITATION OF LIABILITY
10.1. The Company warrants that it shall, as soon as it is reasonably able to do so, replace or, at its option, repair any complete item or part item purchased by the Buyer as an integral part of and at the same time as the purchase of a complete item in which defects appear under normal use within 12 months of Delivery where such defects are solely attributable to the Company’s faulty design, material or workmanship, where the Buyer purchased the Goods new. The Company may from time to time provide a 10 year warranty in relation to the integrity of the structure of some of the Goods supplied but that will be referred to in a separate document or by way of manufacturer’s guarantee as set out in clause 12.
10.2. The warranties in 10.1 above shall be subject to each of the conditions set out below:-
(a) That a claim by the Buyer is not attributable to fair wear and tear or any fault or damage arising from modification, inappropriate use or treatment, incorrect handling or exposure or corrosive substances or substances otherwise injurious to the Goods; (b) That the Company’s (or its suppliers') recommendations for application, maintenance, storage and use in respect of the Goods have been complied with; and (c) That no repair, interference or attempted repair or interference has been made to or with the Goods by the Buyer or any third party.
10.3. No warranties or conditions express or implied, in relation to the Goods shall be deemed to be incorporated in any contract except in those cases where there is an absolute prohibition against exclusion or restriction of liability contained in any Act, Regulation or bye law and any liability for loss or damage caused as a result of breaches of contract by manufacturers or suppliers of Goods to the Company shall be limited to the compensation or damages obtained by the Company from any manufacturer or supplier.
10.4. The damages for which the Company may be liable (except where the absolute prohibition applies) whether for breach of any terms of the contract (however fundamental) or as a result of any default, act, omission or signed statement in connection with or in relation to the Goods by a director of the Company or the Company Secretary shall in respect of any one such breach default, act, omission or statement (a series of events or accidents arising therefrom being treated together for the purposes of this provision as one such default, act or omission) not exceed a sum equal to the net price for the Goods.
10.5. The Company’s entire liability and the Buyer’s sole remedy against the Company shall be as set out in these conditions and shall be strictly limited to damages which shall be subject to the limitations of amount and types set out in this clause.  This clause shall not confer any rights or remedies on the Buyer to which it would not otherwise be entitled and shall not affect the Buyer’s duty to mitigate any loss.
10.6. Save as aforesaid, the Company excludes all liability of whatsoever nature and howsoever arising for loss of or damage arising out of any defects in the Goods except where loss or damage is caused by the Company’s negligence in the handling or storing of the Goods
10.7. Where the Goods comprise machinery or equipment :
10.7.1. All Goods are on a sold “as seen” and “as is” unless otherwise agreed in writing by the Company. The Buyer is under a duty to carry out whatever tests and inspections it deems necessary in order to ascertain whether the Goods are in a condition satisfactory to the Buyer prior to making an offer to purchase.
10.7.2. The Company gives no undertaking whatsoever as to the suitability of the Goods for the purposes of the Buyer and it is incumbent upon the Buyer to ascertain in advance of making an offer to purchase that the Goods will meet its needs. The Buyer must take particular care when intending to use the Goods for a purpose other than that for which it was originally manufactured that it will be both safe and feasible to do so. In such cases the original manufacturer or distributor should always be consulted.
10.7.3. The Buyer should be aware that the Goods may have been modified from its/their original specification and the Buyer should therefore conduct a thorough examination of the Goods to ensure that the Goods are fit for the intended purpose.

11. CONSEQUENTIAL LOSS
The Company shall not be liable for loss of profit, damage to plant, the cost of carriage, freight or other services, expenditure incurred on the Goods supplied, or for any consequential loss or damage sustained by the Buyer by reason of any breach of contract or negligence on the part of the Company or its agents.

12. ASSIGNMENT OF GUARANTEE
Subject to the Buyer’s compliance with his obligations in clause 4.1, the Company shall on request pass to the Buyer the benefit of any guarantee it has from the manufacturer of the Goods.

13. FORCE MAJEURE AND FRUSTRATION OF CONTRACT
The Company shall not be liable to the Buyer for any loss or damage including consequential loss as a result of manufacture or delivery of all or some of the Goods being delayed or prevented by circumstances outside the reasonable control of the Company including but without prejudice to the generality of the above delays by the Company’s suppliers, labour shortages, strikes, lockouts or labour  disputes of any kind , fires, floods, accidents or breakdowns of machinery or equipment, shipping, dock strikes, railway or transport, accident, war, riot, civil commotion, Government intervention, declaration of national emergency, act of God, inability to obtain raw materials, cancellation or shortage of supplies, breach of contract by their own manufacturers or suppliers, difficulty or impossibility of complying with import regulations or obtaining import licences.  In any such circumstances the Company shall be entitled at any time without prejudice to its other rights to cancel the contract or as its option to effect partial delivery or performance without incurring any liability whatsoever to the Buyer.  In circumstances where the Goods have been specially obtained for the Buyer and there is no readily available market for them, the Company shall be entitled to charge the Buyer reasonable costs and expenses incurred in respect of the Goods.

14. ASSIGNMENT AND SUB-CONTRACTS
14.1. The Company reserves the right to assign or transfer to any other person any of its rights, or to sub-contract all or any part of its obligations under any Contract.
14.2. The Buyer shall not assign or transfer to any other person any of its rights under any Contract.

15. TERMINATION OF CONTRACT
15.1. If the Buyer shall fail for any reason to make any payment which may be due under any contract with the Company or be in breach or anticipated breach of any of the Buyer’s obligations to the Company or if any distress or execution shall be levied upon the property or assets of the Buyer or if the Buyer shall make or offer to make any arrangement or composition with or for the benefit of his creditors or commit any act of bankruptcy or if any petition or receiving order in bankruptcy shall be presented or made against the Buyer, being an individual, or if any resolution to wind-up the Buyer being a limited company shall be passed (save for the purposes of reconstruction or amalgamation) or if a petition is presented to wind-up the Buyer or if a receiver of the Buyer’s undertaking property or assets or of any part thereto shall be appointed, the Company shall have the right forthwith to determine the whole or any unfulfilled part of any contract by written notice posted by the Company to the last known address of the Buyer or in the case of a company to its registered office. Such determination shall be without prejudice to any claims or rights the Company may have against the Buyer in respect of any contract.  In the event of determination pursuant to this Clause:- (a) the Company shall not be under any obligation to supply any further Goods under any contract; (b) the Buyer shall indemnify the Company against all loss (including loss of profit) costs (including costs of labour and materials) and all expenses suffered by the Company by reason of such determination; (c) the Company shall be entitled to resell any of the goods for which the full price has not been paid by the Buyer to the Company without further notice to the Buyer.

16. PATENTS AND COPYRIGHTS
16.1. Where the Goods are manufactured under any letters patent, copyright or registered design, the Buyer shall not do any act or thing which will infringe any such letters patent.
16.2. The Buyer shall inform the Company forthwith in writing of any claim or action made or threatened or issued by a third party that the Goods infringe any letters patent copyright or registered design and shall make no admission in respect of the alleged infringement.  The Buyer shall permit the Company to have sole control of the defence of any such claim or action and all related settlement negotiations and provided no admission in respect of the alleged infringement is made by the Buyer, the Company will indemnify the Buyer against any costs and damages awarded against the Buyer in any such action, the defence of which is controlled by the Company.
16.3. The Company shall be entitled to replace or modify any of the Goods which infringe or which it reasonably considers might infringe any patent copyright or registered design so as to end or avoid such infringement.
16.4. The Company shall be under no liability in respect of any such claim or action for infringement which arises by reason of the combination operation or use of the Goods with other goods not supplied by the Company or by reason of alteration of the Goods or the Company complying in the manufacture, treatment or repair of the Goods with a design or instruction supplied by the Buyer.
16.5. The Company shall retain the copyright in all drawings and specifications supplied to the Buyer, which may not be reproduced in whole or in part without the written consent of a Director of the Company or the Company Secretary.

17. USER WARNINGS
17.1. Any advertisement, consumer information or labelling (“Literature”) supplied by the Company relating to the Goods, has been prepared to comply with statutory regulations (if any) relating to the Goods and with a view to providing information to users as to the physical characteristics of the Goods and precautions to be taken with regard to their use and the copyright in such Literature remains with the Company.
17.2. The Buyer agrees not to remove from the Goods prior to re-sale any Literature supplied with the Goods by the Company;
17.3. The Buyer agrees not to supply the Goods on re-sale without Literature as supplied by the Company;
17.4. not to make any statement, representation to claim or give any warranty to any person in respect of the Goods save as in the Company’s literature or as specifically authorised by the Company;
17.5. not to use or knowingly permit to be used the Goods outside the purpose described by the Company;

18. DRAWINGS AND MEASUREMENTS
18.1. Whilst every effort is made by the Company to ensure that all drawings, plans, specifications and other documents prepared and/or supplied are accurate the Company shall not be liable for any loss arising from any error or inaccuracy therein.
18.2. Pursuant to its policy of  continuing improvement the Company reserves the right without notice to alter or add to any drawings, plans, specification and other documents prepared to and/or supplied to the Buyer.
18.3. The Company makes no warranty that any drawings, plans, specifications and other documents supplied by the Company will be adequate and the Buyer shall satisfy itself as to whether the site in question will bear and withstand the necessary loading.

19. TECHNICAL ASSISTANCE
19.1. Unless otherwise stated, any technical assistance whatsoever given by the Company or its servants or agents to the Buyer or to any buyer or potential buyer from the Buyer, whether in connection with any project of the Buyer or of such buyer or potential buyer, including assistance with designing systems and continuing specifications required to be met by the Buyer and/or offered by the Company or its servants or agents, is given gratuitously and without any liability whether to the Buyer or to any person, firm or company dealing with the Buyer.

20. HEALTH, SAFETY AND ENVIRONMENTAL CONSIDERATIONS
20.1. The Buyer undertakes to ensure, as required by the terms of the Health and Safety At Work Act 1974 or any equivalent or additional legislation concerning Health, Safety or Environmental considerations which shall be enacted in the United Kingdom or elsewhere, that the Goods will at all times  be operated, used and maintained in full accordance with such legislation and with good engineering practice and with any operating and maintenance instructions relating to the Goods as issued by the Company from time to time. Further, the Buyer shall indemnify and keep indemnified the Company from and against any costs, damages, liabilities and expenses whatsoever for which the Company may become liable as a result of any failure by the Buyer to comply with this undertaking.

21. CONDITIONS REASONABLE IN THE CIRCUMSTANCES
21.1. The Buyer warrants that these conditions are freely accepted on its part in the knowledge and on the basis that:-
The price charged would be higher if the Company were under any liability or potential liability other than as set out in these conditions.
Any liability or potential liability upon the Company other than as set out in these conditions would be disproportionate to the price for the Goods.

22. PROPER LAW
22.1. The proper law of these conditions and any contract between the Company and the Buyer including, where applicable, any contract with a Buyer in the EU, shall be the Law of England, and the English courts shall have sole Jurisdiction to settle any difference or dispute arising between the Company and the Buyer, in the case of a Buyer in the EU the High Court shall have such Jurisdiction.

E Collinson & Co Ltd  (the Company) SUPPLEMENTARY TERMS AND CONDITIONS OF SALE (UK) 2006

APPLICABLE TO DEALERS AND FEED COMPANIES

1. WHEREAS
1.1 Collinson manufactures and / or supplies the Products, and the Dealer/ Feed Company wishes to purchase the Products for re-sale.
1.2 Collinson is willing to supply the Products to the order of Dealer / Feed Company on the terms and conditions hereinafter set out.

2. ORDERS
2.1. Orders for the Products shall be made by the Dealer / Feed Company to Collinson at Collinson premises at Riverside Industrial Park, Catterall, Preston, PR3 OHP
2.2. Collinson will endeavour to fulfil the orders of Dealer / Feed Company for the Products which will at all times be subject to the Collinson Standard Terms and Conditions as attached.
2.3. Dealer / Feed Company will, in purchasing the Products, be bound by Collinson Terms and  Conditions as from time to time in force and any modification thereto either generally or in respect of any particular purchase.
2.4. Dealer / Feed Company shall pay for all quantities of the Products delivered to it or to its order within thirty (30) days of the end of the month during which the Products are delivered to or to the order of Dealer / Feed Company, and Collinson shall be entitled to charge interest at a rate of two percentage points above the prevailing National Westminster Bank plc base lending rate on all monies payable by Dealer / Feed Company which are not received by Collinson by the due date.
2.5. Payment for the Products shall be made by Dealer / Feed Company to Collinson at any banking institution in the United Kingdom nominated by Collinson, in Pounds Sterling.
2.6. Collinson hereby agrees that it will supply the Products to Dealer / Feed Company at the prices quoted.
2.7. Unless otherwise stated all Prices quoted in respect of the Products to be supplied are exclusive of Value Added Tax (which will be charged at the appropriate rate) freight, insurance, sales or value added taxes and excise, import and export duties, which shall where appropriate be payable by Dealer / Feed Company in addition, and all Prices relate to delivery of the Products in the United Kingdom.
2.8. Nothing in these terms shall constitute or be deemed to constitute a partnership between the parties hereto, or constitute or be deemed to constitute either party an agent for the other, and neither party shall have authority or power to bind the other or to contract in the name of or create a liability against the other in any way or for any purpose.