1. GENERAL

CARPE Design Manufacture LTD shall be referred to in these Terms and Conditions as the Supplier and the proposed purchaser of goods or services shall be referred to as the Customer.

These Terms and Conditions shall apply to any part of the contractual arrangements and agreements between the parties that are not covered expressly in the Proposal and Quotation supplied. The entire agreement between the parties is encompassed by the Proposal and Quotation, underwritten by these Terms and Conditions.

2. QUOTATIONS

All quotations and purchase orders arising therefrom are subject to the conditions specified in the Suppliers quotation guidelines unless expressly agreed by the Supplier in writing.

3. THE PRICE

All prices are quoted ex. works and all carriage costs shall be charged in addition to the price unless expressly agreed in writing by the Supplier. All prices are quoted net of any sales tax or any other tax or similar levy resulting from this order its payment or implementation.

4. CANCELLATION

The customer may not cancel or vary the contract or any part thereof without the consent of the Supplier which if given shall indemnify the Supplier against all loss, damage, claims or actions arising out of such cancellation unless otherwise agreed in writing.

5. PAYMENT

The total value of any invoice, less any discount offered, shall be payable within 14 days of the date of such invoice, unless otherwise stated on the invoice. If the Customer is in default with any payment or is in any way in breach of the Suppliers Terms and Conditions under this or any other contract with the Supplier then any discount offered shall become void and the Supplier shall become entitled to withhold all further deliveries, and at the Suppliers discretion to cancel the contract in respect of the whole or part of the goods remaining undelivered.

6. DELIVERY DATES

Delivery dates are estimates only and the time of delivery shall not be of the essence of the contract. Every endeavour will be made to meet the delivery dates, which are given in good faith. The Supplier cannot however accept responsibility for failure to do so. Should the Supplier be prevented from or hindered in delivering the goods or any parts thereof by reason of war, riot, explosion, fire, flood, strike, lockout, shortage of materials or labour or any cause beyond the Supplier’s control, the time for delivery shall be extended until the cause preventing or hindering delivery has ceased.

7. PASSING OF RISK AND PROPERTY

Risk for loss or damage to the goods shall pass to the Customer at the time of delivery. Notwithstanding delivery, the property in the goods shall not pass to the Customer until the whole of the price has been paid. Payments shall be applied to invoices in the order in which they were issued. The Supplier reserves the right to waive the provisions of this retention term at any time before payment of all monies owing have been made and declare that property in any or all the goods supplied has passed. Until payment the Customer shall hold the goods as bailee for the Supplier and the following provisions of this clause will apply.

The customer may not (1) sell or otherwise dispose of the goods or part thereof or (2) cause or permit the same to be mixed with or incorporated into other goods until the invoice has been paid in full. Should the Customer dispose of the goods in breach of sub­clause (1) of this clause, the Suppliers beneficial entitlement shall attach to the proceeds of sale. Should the Customer dispose of the goods in breach of sub­clause (2) of this clause, the Suppliers beneficial entitlement shall attach to a just proportion of the proceeds of sale.

If the Customer defaults in punctual payment of any sum owing then the Supplier shall be entitled to the immediate return of all goods sold by the Supplier to the Customer in which the property has not passed, and the Customer hereby authorises the Supplier to remove the goods and to enter any premises of the Customer for that purpose. Demand for or recovery of the goods by the Supplier shall not of itself discharge either the Customers liability to pay the whole of the price and take delivery of the goods or the Suppliers right to sue for the whole of the price.

8. INSPECTION OF GOODS

The Customer shall inspect the goods immediately on delivery thereof and shall within seven days from such delivery give notice in writing to the supplier of any matter or thing by reason whereof the Customer may allege that the goods are not in accordance with the contract (or are defective in material or workmanship).

If the Customer shall fail to give such notice the goods shall conclusively presumed to be in all respects in accordance with the contract (and free from any defect which would be apparent on reasonable examination of the goods) and the Customer shall be deemed to have accepted the goods accordingly.

In the event that the Customer establishes to the Supplier’s reasonable satisfaction that the goods are not in accordance with the contract (or are defective in materials or workmanship), the Customer’s sole remedy (after payment of the whole of the invoiced price) in respect of such non-accordance (or defect) shall be limited as the Supplier may elect to the exchange or repair of the goods or refund of the purchase price against return of the goods.

9. CONSEQUENTIAL LOSS

As the Supplier supplies services and components which will be incorporated into original equipment when the Supplier has no knowledge or control over the specification or application or use of such equipment, the Supplier cannot accept any liability whatsoever for any loss or damage arising out of any malfunctioning of or defect in or failure of the goods or any part thereof or otherwise whether consequential or direct and whether suffered by or occasioned to the Customer, the employees or agents of the Customer, or third parties.

10. INDEMNITY

The Customer shall indemnify the Supplier in respect of all damage, injury or loss occurring to any person or property and against all actions, suits, claims, demands, charges or expenses in connection therewith arising from the condition or use of the goods in the event that the damage, injury or loss shall have been occasioned partly or wholly by the carelessness of the Customer or his servants, invitees or agents or by any breach by the Customer of its obligations to the Supplier hereunder.

11. SELLERS LIEN

In addition to any right of lien to which it may be in law entitled, the Supplier shall be entitled to a general lien on all goods and property of the Customer in the Suppliers possession (although such goods or some of them may have been paid for) for all sums whether liquified or quantified or not, due from the Customer to the Supplier. The Supplier shall not be liable for loss of or damage to the Customers property in the Suppliers possession either as a result of the exercise by the Supplier of its lien or otherwise and shall be entitled on the expiration of fourteen days’ notice to dispose of such goods or property as it thinks fit and apply any proceeds towards such debt.

12. PATENTS, TRADEMARKS ETC.

Where the goods have been manufactured or constructed according to the designs or configurations or by processes specified or supplied by the Customer, the Customer represents and warrants to the Supplier that the goods are so designed or configured and the processes so used as not to infringe the rights of any person, whether in respect of any patent, trade mark, registered design, copyright, confidential disclosure or otherwise howsoever to prevent or restrict the sale or use of the goods or the use of such processes in any part of the world. The Customer shall indemnify the Supplier against all actions, suits, claims, demands, losses, charges, costs and expenses which the Supplier may suffer or incur in connection with any claim by any third-party alleging facts which if established would indicate a breach of the representations and warranties contained in this clause.

13. PROPER LAW

The contract shall be governed by and interpreted in accordance Laws of England and Wales and the Customer submits to the jurisdiction of the High Court of Justice in England or Wales. Clause headings are for information only and shall not affect interpretation or construction thereof.

14. ASSIGNMENT

The Customer shall not assign any benefit under the contract without the consent in writing of the Supplier.

15. NOTICES

Any notice given under or pursuant to the contract may be sent by hand, post, registered post or by recorded delivery resulting in the receipt of a written communication in permanent form and if sent to the address of the Supplier shall be deemed validly and effectively given on the day when in the ordinary course of the means of delivery it would have been received by the Supplier.