Terms and Conditions of Sale

1. Applicable conditions

(a) Unless otherwise agreed in writing goods are supplied by OLYMPIA TRIUMPH MANUFACTURING LIMITED (hereinafter called "the Seller") only on these Conditions and no variation of or addition thereto shall have effect unless it is stated in writing. The giving by the Purchaser of any delivery instructions for the goods or any part thereof, or the acceptance by the Purchaser of delivery of the goods or any part thereof (or any conduct by the Purchaser in confirmation of the transaction set out on the face hereof after receipt by the Purchaser of this document shall constitute unqualified acceptance by the Purchaser of these Conditions.
(b) Catalogues, prices lists and other advertising matter are only an indication of the type of goods offered and no prices or other particulars contained therein shall be binding on the Seller.
(c) The Seller shall be under no liability nor shall the Purchaser be entitled to any remedy by reason of the provisions of the Misrepresentation Act 1967 except to the extent (if any) that the Court or any Arbitrator may allow reliance on it as being fair and reasonable in the circumstances of the case.
(d) Nothing in these Conditions shall affect any right of the Seller against any third party in connection with the goods.

2. Validity

Quotations and offers are open for acceptance within thirty days only from the date thereof and are subject to confirmation in writing at the time of such acceptance. The right is reserved to withdraw any quotation or offer at any time either verbally or in writing and no liability whatsoever shall be incurred by such withdrawal. No order shall be binding on the Seller unless and until accepted in writing by the Seller.

3. Prices and payment

(a) Payment in full for the goods shall unless otherwise agreed in writing by the Seller be made by the Purchaser 30 days after the Seller's invoice date and the Seller shall be entitled at its discretion to charge interest at a rate of up to four (4%) per cent per month on all money not paid by the due date without prejudice to any other remedy. Any other costs incurred in relation to the recovery of any sums outstanding shall be for the Purchaser's account.
(b) The Purchaser shall not be entitled to make any deduction of the price in respect of any set-off or counter claim unless both the validity and the amount thereof have been admitted by the Seller in writing.
(c) If payment of the price or any part thereof is not made on the due date the Seller shall be entitled
(i) To refuse to make delivery of any further consignments of goods whether ordered at the due date or not without incurring any liability whatsoever to the Purchaserfor any delay in delivery.
(ii) By notice in writing to the Purchaser to treat this Contract as repudiated by the Purchaser and to recover all losses and expenses suffered by the Seller as a result of such repudiation.
(d) The Seller shall be entitled to increase the price whether before or after acceptance of the order by the amount of any increase in the cost to the Seller of supplying the goods for any reason whatsoever including (without prejudice to the generality of the foregoing) increases in the cost of materials, wages, packing, insurance, freight or duty or changes in exchange rates or the action of any government or authority. The Seller shall also be entitled to increase the price in the event of any error or omission on the part of it, its servants or agents affecting the price or its calculation.
(e) in the event of the Purchaser requesting the Seller to supply any goods or do any work additional to the subject matter of this Contract, then in the event of the Seller agreeing to comply with such request the Purchaser shal! pay the Seller at the Seller's current rate of charge or print of such work or goods.

4. Passing of Property

(a) The Property in the goods and beneficial ownership thereof shall remain in the Seller until the Purchaser has paid the full price as well as any other payments due to the Seller hereunder, or until prior resale of the goods in which case the beneficial entitlement of the Seller shall attach to the proceeds of resale or the claim for such proceeds pending full payment. Throughout the period of the beneficial ownership of the Seller in terms of the above provisions, the Purchaser shall in its fiduciary capacity hold the goods on the account and for the benefit of the Seller.
(b) If the goods or any part thereof shall become constituents of or be processed or converted into other goods while subject to the Seller's beneficial ownership the Seller shall have title and beneficial ownership of such goods as if they were solely and simply the goods and accordingly sub-clause (a) above shall so far as appropriate apply to such other goods.
(c) So long as the Property in the goods remains in the Seller and the Purchaser is in default of any obligation hereunder the Seller shall have the right, without prior notice to the Purchaser, to retake possession of the goods (and forthat purpose to go upon any premises occupied by the Purchaser without prejudiceto any other remedy).

5. Transfer of risk

The risk in the goods shall pass to the Purchaser as follows:- (a) In all cases where the products are to be delivered to an address in the U.K. the risk will pass when the goods have been so delivered the products have been fails to collect the goods ~ ready for delivery and so delivered.
(b)ln all cases where the goods are to be collected by the Purchaser the risk will pass when the products h collected by the Purchaser or by anyone acting on behalf of the Purchaser or if the Purchaser fails to collect tl within fourteen (14) days after the Purchaser has been given notice to say that the goods are ready for del collection.

6. Delivery

(a) If the Seller is prevented (directly or indirectly) from making delivery of the goods or any part thereof by reason of any act of god, war, strikes, lock-outs, trade disputes, fires, break downs, interruption of transport, government action, delays in or failures of delivery to the Seller of any goods or materials or any other cause whatsoever (whether or not of the like nature to those specified above) outside his control the Seller shall be under no liability whatsoever to the Purchaser and shall be entitled at the Seller's option either to cancel this Contract or to extend the time of the Seller's performance by a period equivalent to that during which performance has been prevented by the circumstances hereinbefore referred to.
(b) Goods must be examined by the Purchaser on receipt and notification of damage or breakage or shortage must be sent in writing both to the Seller and the carrier thereof within three days of receipt of the goods by the Purchaser. In the event of either loss in transit or delay in delivery notification in writing should be sent to the Seller and the carrier thereof within fourteen (14) days of the date of advice note relating to the goods. "Unexamined" signatures shall not relieve the Purchaser of any liability and the Seller shall not be responsible for any claim if the Purchaser fails to comply with the terms of this Condition.
(c) The Seller undertakes to make every endeavour to adhere to its delivery schedule. Such schedule is not however guaranteed or to be deemed to be of the essence of the Contract and the seller shall in no case be liable for any delay in delivery or any losses resulting directly or indirectly therefrom howsoever caused and any delay in delivery shall not be sufficient cause for cancellation by the Purchaser.

7. Acceptance of Goods

Unless within fourteen (14) days from the date of despatch the Seller is notified in writing to the contrary goods shall be deemed to have been accepted by the Purchaser.

8. Manufacturer's Specification

The Purchaser assumes responsibility that goods ordered by it are sufficient and suitable for its purposes save insofar as such goods have been stipulated in accordance with the advice of the Seller. The Seller will not be liable for any loss or damage arising from variations in or from Manufacturer's Specifications or technical data.

9. Liability for defects

(a) The Seller warrants that the goods to be delivered consequent upon its acceptance of the Purchaser's order are as described in its acknowledgement, of good quality and workmanship, and that the Seller has title thereto, and the right to sell the same. The Seller's obligation under this warranty shall be limited to repairing, or (at its option) replacing without charge for delivery "ex works unpacked" any part or parts of the said goods which prove defective within twelve (12) calendar months from the date on which the original goods shall first have been despatched from the Seller's works and which are returned at the Purchaser's expense to the Seller's works. Provided that notice of such defects and satisfactory proof thereof is given by the Purchaser immediately after discovery and provided further that the said goods shall not have been taxed beyond their normal capacity, and shall in all aspects have been operated and maintained in the normal and proper manner. The Seller's obligation in this respect shall not apply to nor include any of the said products or parts thereof which have been subjected to accident, alteration, abuse or misuse. Save as in this clause hereinbefore expressed the Seller shall be under no liability in contract tort or otherwise for any personal consequential or other injury loss or damage whatsoever kind or howsoever caused or for anything done or omitted in connection with the goods or any work in connection therewith including any breach by the Seller its servant or its agents of any fundamental term or any fundamental breach by the Seller its servants or agents of any terms of the Contract and the Seller's liability under this Clause shall be in lieu of and to the exclusion of any liability conditions guarantee warranty term undertaking or representation whether express or implied statutory or otherwise.
(b) Notwithstanding anything contained in these Conditions the Seller's sole liability in respect of goods parts or materials not manufactured by the Seller shall be to give the Purchaser the benefit of any redress obtained by the Seller from the Manufacturer or supplier of such goods or materials but not so as to impose on the seller in respect of such part of components a liability greater than that imposed on it by paragraph (a) of this Condition.

10. Cancellation and insolvency

(a) If there is any default or breach of any of the Purchaser's obligations hereunder or in payments due to the Seller under any Contract whatsoever or if any distress execution or other legal process shall be levied upon or served out against the Purchaser's property or assets or if the Purchaser shall make or offer to make any arrangement or compositions with its creditors or commit any act of bankruptcy or if any petition or receiving order shall be presented or made against the Purchaser or if the Purchaser is a company, any resolution or petition to wind it up shall be passed or presented, or if a receiver of all or any of its assets shall be appointed, then (without prejudice to other remedies) in each and every case the Seller shall have the right at any time to determine the contract and to cancel any outstanding delivery and to stop any products in transit and, notwithstanding any other provisions, payment in respect of any delivery already made shall be immediately due.
(b) The cancellation of an order by the Purchaser shall not be effective without prior written consent of the Seller and shall be subject to the payment to the Seller of such sum as the Seller shall consider reasonable in respect of work done and materials supplied or ordered.

11. Rights on termination

In the event of a contract being terminated prior to delivery by the Seller of all the goods ordered the Seller shall be entitled without prejudice to any other claims against the Purchaser:
(a) To recover from the Purchaser the cost of any goods acquired by the Seller solely for the Purchaser.
(b) To charge the Purchaser by way of liquidated damages for loss of profit a sum equal to fifteen (15%) per cent of the invoice value of the goods ordered by the Purchaser but not delivered by the Seller unless the contract shall have been terminated pursuant to Condition hereof.

12. Proper Law and Legal Construction

All contracts incorporating these terms and conditions shall be construed and governed in all respects by English Law and unless stated in writing by the Seller goods shall not be required to comply with any provisions of any law. All disputes arising under or relating to this Contract shall be referred to the jurisdiction of the Courts of England only.