Standard Terms of Sale

1. DEFINITIONS
   In these “Conditions”
   1. “Buyer” means the purchaser of the Products;
   2. “Company” means Columbia-Staver Limited
   3. “Contract” means the contract formed by acceptance of the Order with or without agreed changes;
   4. “Order” means the order for the Products placed by the Buyer with any agreed changes;
   5. “Products” means the products the subject of this order.
2. CONDITIONS
   1. These Conditions, which supersede any earlier Conditions, shall apply to the sale of the Products to the Buyer to the entire exclusion of any conditions specified by the Buyer unless the latter are accepted in writing by the Company. Acceptance of the Products shall be deemed to be acceptance of these Conditions.
   2. Stenographic and clerical errors, whether in mathematical computations or otherwise, made by the Company on either an offer or acknowledgement or invoice issued to Buyer, shall be subject to correction.
3. DELIVERY
   1. While the Company will make every reasonable effort to deliver the Products on the date required, the date of delivery shall not be of the essence and the Company shall not be liable in damages for any delay in delivery.
   2. If the Buyer refuses to take delivery of the Products during normal business hours, it shall be liable to the Company for any expenses incurred by the Company as a result (including reasonable storage charges).
   3. Unless otherwise agreed, the Products will be delivered to the Buyer’s business premises. If it is agreed that the Products shall be collected from the Company’s premises, the Buyer shall do so without delay on being notified that the Products are available for collection. If the Products are not collected within 3 days of such notification, the Company shall be entitled to store or arrange storage for them at the Buyer’s expense or deliver them in the manner described above and claim for the cost of insurance, freight and carriage.
   4. Risk in the Products shall pass to the Buyer on delivery or, alternatively, 3 days after such notification or collection.
   5. In the case of export sales, the Buyer shall be liable for all costs, fines or other expenses whatsoever arising from any delay or deviation in transit as a result of any act or omission by the Buyer or its agent.
   6. The Company shall have the right to make part deliveries of the Products. Each such delivery shall be deemed to be the subject- matter of a separate contract and shall be paid for accordingly.
   7. Where the Products are to be delivered by the Company, the Company shall only be liable for loss or damage to the Products during transit if:-
      1. the Buyer notifies the Company thereof in writing within 3 days after receipt of the Company’s advice note notifying despatch of the Products;
      2. where the Products are delivered by an independent carrier, the Buyer complies with all requirements for similar notification of the carrier applicable to the contract or carriage;
      3. and the Company is allowed to inspect the damaged Products (if applicable).
   8. Any marine insurance required to be effected by the Company under the Contract shall, unless otherwise agreed in writing, be for 110% of the invoice price and shall cover the Products from the commencement of transit to the destination named in the contract as provided in the Institute of London Underwriters’ (the Institute) Cargo Clauses (“F.P.A.”), the Institute’s War Clauses, and the Institute’s Strikes, Riots and Civil Commotion Clauses, current at the time of shipment: except as expressly provided herein or otherwise agreed in writing the terms in the contract defined by Incoterms (1976 Edition) shall have the meaning given to them therein. The Buyer shall be entitled to request that its interest in the Products be noted on the insurance policy at its own cost.
4. QUANTITY TOLERANCES
   Quantities are subject to tolerances of 10% under or over, and in the event of any such variation, the price payable for the Products will be adjusted appropriately.
5. DIMENSIONAL TOLERANCES
   The Products will be supplied within the dimensional tolerances stated in the Company’s current price list at the time of making the contract, unless otherwise expressly agreed in writing by the Company.
6. PACKING – EXCEPT IN THE CASE OF EXPORTS
   Packing cases, containers, pallets and similar items shall be returned to the Company by the Buyer. If an additional charge for such materials has been made, the Company will give a credit for such materials returned in good condition, carriage paid.
7. INSPECTION
   Where it has been agreed that the Buyer shall inspect or test the Products before delivery or collection, if the Buyer fails to do so within 7 days of being notified that the Products are available for this purpose or, having inspected or tested the Products, fails to notify the result to the Company within 7 days thereafter, the Buyer shall be conclusively deemed to have accepted the Products as being in accordance with the Contract.
8. PRICE AND PAYMENT
   1. Unless otherwise agreed in writing in the case of exports, the price payable for the Products shall be the relevant price shown in the Company’s price list current at the date of despatch of the Products, to which shall be added Value Added Tax and any applicable costs of insurance and carriage by land and/or sea (as appropriate).
   2. Unless otherwise agreed in writing in the case of exports, the price for the products shall be paid in full in the currency specified in the Order by the end of the month following that in which Products were delivered or the Buyer was notified that the Products were available for collection. Interest shall accrue daily on any amounts not so paid at 4% per annum over Lloyds Bank base rate compounded monthly.
   3. The Buyer shall not be entitled to withhold payment for the Products or part thereof as a result of any dispute concerning the Products or other products supplied by the Company, and shall not be entitled to exercise any right of set-off against the price payable for the products.
9. CANCELLATION
   If at any time while the purchase price for the Products and all other amounts payable under the Contract have not been paid in full:
   1. any debt due from the Buyer to the Company (whether or not in respect of the Products) is unpaid within 7 days after becoming due;
   2. or the buyer becomes insolvent or goes into liquidation or has a receiver appointed over any of its assets
   3. or the Buyer fails to take delivery of or to collect the Products;
   4. or the Buyer fails to provide any Letter of Credit, Bill of Exchange or any other security required by the Contract or any such document is dishonoured on maturity;
      the Company shall (without prejudice to any other rights that it may have) be entitled to cancel the Order by giving immediate written notice to the Buyer and shall be entitled to claim against the Buyer of any loss to the Company caused as a result of such cancellation. Upon such Cancellation the Company shall be entitled to reclaim the Products and to enter upon the Buyer’s premises for the purpose of doing so.
10. CLAIMS
    1. The Company shall not be liable for any defect in the Products unless this is notified to the Company in writing within 3 months of delivery or collection of the Products. The Company shall be entitled to inspect the Products alleged to be defective.
    2. In the case of any alleged shortage or deficiency in weight or volume, the Company shall not be liable unless this is notified to it in writing within 3 days of delivery or collection of the Products. The Company shall be entitled to weigh or measure the Products at the Buyer’s premises.
    3. The Company shall not be liable for any deterioration or change in the state of the Products occurring while the Contract provides that the Products shall be packaged and the Company has failed to do so.
    4. The Company’s liability in respect of any defect in the Products shall in any event be limited to refunding the purchase price for the Products or, at the Company’s option, to replacing the Products.
    5. The implied condition set out in Section 14 (3) of the Sale of Goods Act 1979 (fitness for a particular purpose41; shall not apply to the Contract unless the Company agrees in writing that the Products shall be fit for a particular purpose.
11. WAIVER
    The rights of the Company or the Buyer shall not be prejudiced or restricted by any indulgence or forbearance extended by either party to the other and no waiver by either party in respect of any breach shall operate as a waiver in respect of any subsequent breach.
12. SUB-CONTRACTS
    The Company shall be entitled to sub-contract all or part of this Order.
13. INDEMNITY
    The Buyer shall indemnify the Company in respect of any claim against the Company for breach of any industrial property right which arises out of manufacture of the Products in accordance with the Buyer’s instructions and their sale to the Buyer.
14. PROCESSING
    Where materials supplied by the Buyer are processed by the Company, the Company shall not be liable for damage or loss to such materials unless caused by negligence of its servants, employees or agents and the Buyer shall indemnify the Company against all damages, penalties, costs and expenses to which the Company may become liable as a result of the use of such material.
15. RESALE
    1. The Buyer shall not resell the Products where to the knowledge of the Buyer the Products are intended for ultimate delivery in an unprocessed state outside the Member States of the European Coal and Steel Community.
    2. If the Buyer resells the Products in an unprocessed state, it shall comply with all laws and regulations covering such resale contained in or made pursuant to the Treaty constituting the European Coal and Steel Community.
16. RISK AND TITLE
    1. Risk to the Products shall pass to the Buyer on delivery or collection of the Products by or on behalf of the Buyer.
    2. Title to the Products shall not pass to the Buyer until all amounts payable by the Buyer to the Seller under the Contract in respect of the Products have been paid for in full.
17. LAW
    The Contract shall be governed by and construed in accordance with English Law. The Buyer hereby submits to the non-exclusive jurisdiction of the English Courts in respect of any dispute arising out of the terms of the Contract.

Standard Terms of Purchase

1. Acknowledge this order promptly and state definitely when despatch will be made.
2. Order no. Part no. must appear on all invoices and packing slips. Packing slips must accompany all goods, otherwise our count shall be accepted as final and conclusive. Goods delivered in error will be returned at your expense.
3. Render all invoices in duplicate not later than the following working day after despatch.
4. You warrant that your price is the lowest prevailing market price and it is in conformity with all applicable government laws and regulations.
5. If your price at the time of despatch under this order is lower than indicated above, such reduction in price be passed on to us.
6. Any charges accrued through your failure to consign the goods on this order exactly in accordance with the directions for despatch given hereon will be charged to your account.
7. We reserve the right to withhold payment of invoices for goods despatched ahead of schedule without our prior approval.
8. No charges will be allowed for carriage or packing unless so specified on order. Packages and packing material shall not be returnable unless their return has been asked for at or before delivery and they are charged as a separate item on the offer or the invoice.
9. You will indemnify us from and against all claims proceedings and demands arising from or incurred by reason of any infringement or alleged infringement of any patent by the use or sale of any goods supplied by you, but this indemnity shall not apply to goods made to our design, or where the infringement results from the making up of the goods by us.
10. Title to goods delivered pursuant to this order shall remain in your care until the goods have been delivered to us at the address named in the order and your invoice accepted by us, notwithstanding prior payment to obtain cash discount. If after examination by us, the goods or any part thereof shall be rejected by us as not being in accordance with the order or as being defective in any way, such goods or part thereof shall, after notice to you thereof, be held by us at your risk and returnable at your expense and any prior payment made as aforesaid or such part thereof as is attributable to that part of the goods as is defective as aforesaid (as the case may be) shall forthwith become repayable to us.
11. Conformity of material and workmanship to our specifications and the delivery dates and quantities herein specified shall be conditions of this contract, and upon breach of any such conditions we shall be at liberty to treat the contract as repudiated and to exercise the right to reject the goods and to be reimbursed for any purchase monies paid and for damages arising out of such breach.
12. All material, tooling, dies or other equipment or machinery necessary to fill this order and furnished by you, either wholly or in part shall remain your property, but if furnished or paid for in full by us, shall remain or become our property, and you shall insure and keep insured the same under comprehensive cover to the full value thereof in our name and yours as the respective interests appear, and the same shall at all times be used only for our purposes and orders, present or future, and you shall keep the same in good condition and repair, ordinary wear and tear alone excepted.
13. If despatch is from a foreign port you shall comply with all the provisions of the customs laws of the country of import in regard to valuation for duty and other matters.
14. Your acceptance of this order constitutes acceptance of all the above conditions to the conclusion of any terms of conditions imposed or sought to be imposed by you. This contract shall be construed to and governed by English law.