TERMS & CONDITIONS

1. DEFINITIONS
   1. In these Conditions “the Company” means Hayley Group Limited or any of its subsidiary or associated companies.

“Act of Insolvency” means any one or more of the following: a notice is issued to convene a meeting for the purpose of passing a resolution to wind up a company or a partnership or such a resolution is passed; a resolution is passed by its directors to seek a winding up or an administration order against a company; a resolution is passed seeking a winding up or an administration order against a partnership; a petition for a winding up or an administration order is presented against a company or against a partnership or such an order is made; a petition for a bankruptcy order is presented or such an order is made; a proposal for voluntary arrangement or an application for an interim order is made under the Insolvency Act 1986; a party takes any action (including starting negotiations) with a view to readjustment, rescheduling or deferral of any part of its indebtedness; a party proposes or makes any general assignment, composition or arrangement with of for the benefit of all or some of its creditors; a party suspends or threatens to suspend making payments to all or some of its creditors; a party becomes subject to any type of voluntary arrangement; a receiver (administrative of otherwise) is appointed over all or part of a party’s assets; any action is taken outside the United Kingdom which is similar of analogous to any of the foregoing of the Company has reasonable grounds for believing that any of the foregoing is imminent.

“Business Day” means any day (other than Saturday, Sunday or public holiday in England) on which clearing banks are open for normal banking business in sterling in the City of London.

“Conditions” means these terms and conditions as amended from time to time in accordance with clause 22.3.

“Contract” means the contract for the sale of the Goods and/or the provision of the Services by the Company to the Customer and shall incorporate these Conditions, and any specifications agreed by the parties in writing.

 “Customer” means the person, firm or company which contracts with the Company for the purchase of Goods and/or provision of the Services.

“Goods” means the articles, equipment or goods (including any replacement parts to be supplied by the Company in connection with provision of the Services) which the Company is to supply in accordance with these Conditions.

“Force Majeure Event” shall have the meaning given in clause 17.

“Intellectual Property Rights” means patents, rights to inventions, copyright, moral rights, trade marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights whatsoever.

“Normal Working Hours” means the hours of 8.00am to 6.00pm (GMT) on a Business Day.

“Services” means the repair, modification, maintenance, installation and/or other services agreed by the Company to be provided by the Company in accordance with these Conditions.

“Serviced Goods” means any goods in respect of which the Services are to be or, as appropriate, have been provided by the Company.

2.  PLACING AN ORDER AND ACCEPTANCE OF CONTRACT

All Goods and Services are offered and all Contracts are entered into subject to these Conditions.

1. The Contract is the entire agreement between the parties in relation to its subject matter. The Customer acknowledges that it has not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract. These Conditions shall apply to the order by the Customer and the supply of goods and/or services to the Customer to the exclusion of any terms or conditions stipulated by or referred to by the Customer or any other terms implied by trade, custom, practice or course of dealing. Any dealings with the Company following receipt by the Customer of notice of these Conditions shall automatically be deemed acceptance thereof and notwithstanding the absence of formal acknowledgement.
2. All information and details contained in the specifications and/or advertising, sales and technical literature issued by the Company have been carefully prepared to avoid errors but they are provided for guidance purposes only and their accuracy is not guaranteed. No such data or information shall form part of the Contract and the Company shall not in any event be liable for any inaccuracies or omissions in particular and without prejudice to the generality of the foregoing any performance figures given by the Company are based upon the Company’s experience and are such as the Company expects to obtain on test but their accuracy is not guaranteed.
3. Unless otherwise specifically agreed by the Company in writing the Company shall be under no liability whatsoever in respect of any failure to obtain such performance figures. Any recommendations or suggestions relating to the use of the Goods made by the Company are given in good faith but it is for the Customer to decide satisfy itself of the suitability of the Goods for its own particular purpose.
4. These Conditions and the Contract are made only in the English language.
5. Each order is an offer by you to buy the Goods and/or Services subject to these Conditions. 
6. The Customer is responsible for ensuring that its order and any specification submitted by it is complete and accurate.
7. After the Customer places an order, the Customer will receive an email from the Company acknowledging that it has received it, but this does not mean that the order has been accepted. Acceptance of the Customer’s order takes place when the Company sends the email to the Customer to accept it, at which point the Contract will come into existence.
8. If we cannot accept your order. If the Company is unable to supply the Goods and/or Services for any reason, the Company will inform the Customer of this by email and the Company will not process the Customer’s order. If the Customer has already paid for the Goods and/or Services, the Company will refund the Customer the full amount including any delivery costs charged as soon as reasonably possible.

3. QUOTATIONS AND TENDERS
   1. No quotation or tender issued by the Company shall be valid unless it is signed by a duly authorised representative or the Company. Quotations and tenders shall only be valid for the period specified therein of if no such period is specified for a maximum period or 30 days from the date thereof and may be withdrawn or cancelled by the Company at any time within any such period by written or oral notice.
   2. Quotations and tenders are for the whole of the Goods and/or Services for which quotations or tenders are given by the Company and the Company reserves the right to refuse acceptance of any order which constitutes only part of the Goods and/or Services forming the subject of the quotation or tender. An order once accepted cannot be cancelled or varied except with the prior written consent of the Company; any such consent of the Company shall be on terms which would fully indemnify the Company against all costs, charges and expenses incurred by the Company in connection with such order and/or its cancellation or variation.
4. GOODS
   1. The images of the Goods on our site are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer's display of the colours accurately reflect the colour of the Goods. The colour of your Goods may vary slightly from those images.
   2. The packaging of your Goods may vary from that shown on images on our site.
   3. We reserve the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirement.
5. DELIVERY
   1. In the absence of agreement to the contrary delivery of the Goods shall be made by the Customer collecting the Goods at the Company’s premises as soon as practicable following notification from the Company that the Goods are ready for collection or, if some other place for delivery is agreed by the Company, by the Company delivering the Goods to that place at any time after the Company notifies the Customer that the Goods are ready.
   2. All times quoted for delivery are estimates only and are not guaranteed. Time for delivery or performance shall not be of the essence.
   3. The Customer shall have no right to damages or to cancel the order for failure by the Company for any cause to meet any performance or delivery time stated.
   4. If the Customer fails to collect or accept delivery of the Goods within seven days of the Company notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by the Company's failure to comply with its obligations under the Contract in respect of the Goods:
      1. delivery of the Goods shall be deemed to have been completed at 9.00 am on the seventh Business Day following the day on which the Company notified the Customer that the Goods were ready; and
      2. the Company shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
   5. If  21 days after the Company notified the Customer that the Goods were ready for delivery the Customer has not collected or accepted delivery of them, the Company may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
   6. The Company reserves the right to deliver by instalments and each delivery shall constitute a separate contract to which these Conditions shall apply. Failure by the Company to deliver any one or more of the instalments or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as a whole is repudiated.
   7. If so requested by the Customer in writing, the Company may defer delivery and/or performance to a date agreed by the Company and the Customer but the Company shall be entitled to charge the Customer for any loss, cost, claims and/or expenses incurred by it as a result of the said deferment.
   8. The Company shall be entitled to cancel any accepted order or withhold delivery of any goods if the Customer is in breach of any obligation to the Company whether contractual or otherwise.
   9. If the Company fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Company shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Company with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.
   10. If the Company delivers up to and including 5% more or less than the quantity of Goods ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, the Company shall make a pro rata adjustment to the invoice for the Goods.
   11. No claim for short delivery of Goods or Goods damaged in transit can be entertained unless either a receipt is given to the carrier detailing the shortage or damage at the time of delivery or alternatively notification of the shortage or damage is given to the Company within seven days of the date of delivery of the Goods to the Customer.
   12. If the contract relates to an order for Goods which are to be called off by the Customer and/or delivered to and/or collected by the Customer (whether the period is specifically stated or not) the Customer shall be obliged to call for all goods and/or collect them within a maximum period of 6 months from the date on which the Company gives notice (which it may do at any time) to the Customer requiring it to do so.  If these orders are not called off such stock cannot readily be otherwise disposed of. Accordingly, regardless of whether the Customer actually calls for delivery and/or collects the Goods, the Customer shall be obliged to make payment to the Company in full for all such Goods within 60 days of the Company submitting an invoice to the Customer (which the Company shall be entitled to do at any time after notice has been given under this clause requiring that the Goods shall be called or collected).
6. RISK AND TITLE IN GOODS
   1. Risk of loss and/or damage to the Goods shall pass to the Customer on completion of delivery.
   2. Notwithstanding delivery and the passing of risk, property in and title to the Goods shall remain in the Company until the earlier of:
      1. the Company has received payment of the full price of (a) all Goods and/or Services the subject of the Contract and (b) all other goods and/or services supplied by the Company under any other contract whatsoever, in which case title to the Goods shall pass at the time of payment of all such sums; and
      2. the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 6.4. 
   3. Until property in and title to the Goods passes to the Customer:
      1. the Customer shall keep the Goods property stored, protected and insured and separate from all on any other goods whether belonging to the Company, the Customer of any third party;
      2. the Company shall be entitled at any time forthwith to revoke the Customer’s power to deal with the Goods; and it shall automatically cease if the Customer shall commit or be subject to any Act of Insolvency; 
      3. the Customer shall not make any modification to the Goods or their packaging or alter, remove or tamper with any marks, numbers or other means of identification used on or in relation to the Goods;
      4. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Company's behalf from the date of delivery;
      5. notify the Company immediately if it becomes subject to any of the events listed in clause 16.1.4; and
      6. give the Company such information relating to the Goods as the Company may require from time to time.
   4. Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Company receives payment for the Goods. However, if the Customer resells the Goods before that time:
      1. it does so as principal and not as the Company’s agent; and
      2. title to the Goods shall pass from the Company to the Customer immediately before the time at which resale by the Customer occurs.
   5. If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 16.1.4, then, without limiting any other right or remedy the Company may have:
      1. the Customer's right to resell Goods or use them in the ordinary course of its business ceases immediately; and
      2. the Company may at any time:

(a) require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and

(b) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

7. PRICES
   1. The price for Goods shall be quoted on the Company’s website at the time you submit your order.
   2. The charges for Services shall be calculated on a time and materials basis:
      1. the charges shall be calculated in accordance with the Company's daily fee rates, as set out in its current price list at the date of the Contract displayed on its website;
      2. the Company's daily fee rates for each individual person are calculated on the basis of an eight-hour day from 8.00 am to 5.00 pm worked on Business Days;
      3. the Company shall be entitled to charge an overtime rate of 10% of the daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 7.2.2; and
      4. the Company shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Company engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Company for the performance of the Services, and for the cost of any materials.
   3. All prices and charges are unless otherwise stated quoted net ex works exclusive of VAT and are subject to fluctuation at the Company’s exclusive discretion in the event of any increase in the cost of labour, materials, overheads, transport, taxes, duties or any other costs whatsoever affecting the manufacture or delivery of the Goods and/or Services, any fluctuations in exchange rates affecting the cost of imported Goods or prices quoted other than in sterling, any request by the Customer to change the delivery date(s), quantities or types of Goods and/or Services ordered, or any agreed specification, or any delay caused by any instructions of the Customer in respect of the Goods and/or Services or failure of the Customer to give the Company adequate or accurate information or instructions in respect of the Goods and/or Services. Any increase in such costs during the period of the Contract will be added to the quoted price on the Company providing written notice to the Customer of such increase.
   4. Where a quoted price includes the whole or part of the cost of tooling, the Customer acknowledges that unencumbered and exclusive title in such tooling shall have vested in the Company and that the Customer has no claims to or rights therein.
8. TERMS OF PAYMENT
   1. In respect of Goods, the Company shall invoice the Customer on or at any time after completion of delivery. In respect of Services, the Company shall invoice the Customer on monthly in arrears.

2. All Goods and/or Services shall be paid for (together with value added tax thereon) within 30 days from the end of the calendar month in which they were invoiced by the Company and without deduction or any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
3. Payment for the Goods and/or Services shall be made by the Customer in full and cleared funds. Time for payment shall be or the essence for the Contract.
4. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Company to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Company, pay to the Company such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.
5. If the Customer fails to make a payment due to the Company under the Contract by the due date then, without limiting the Company’s remedies under the Contract, the Company shall be entitled to interest from the date upon which payment falls due. In such cases interest shall accrue from day to day at the rate of 4.0% per month above the Bank of England base rate from time to time.
6. Where payment is agreed to be made by installments delay or default by the Customer in making payment in respect of any on installment shall render all the remaining installments due forthwith and interest will be charged in accordance with the above clause with immediate effect and until the date of the actual payment of the full amount outstanding. Non-compliance with the above terms of payment does and shall constitute default without reminder. In the event that the Customer fails to fulfill the terms of payment in respect of any invoice the Company may at its sole discretion and without prejudice to its other rights or remedies demand payment of all or any outstanding liabilities whether or not due and/or cancel all or any outstanding order and/or decline to make further deliveries and/or decline to perform further services except upon receipt of cash or satisfactory security or such other terms as the Company shall decide.

9. WARRANTIES FOR GOODS AND SERVICED GOODS
   1. Where the Company manufactures the Goods, the Company warrants that for a period of 12 months from the date of delivery the Goods or a period 6 months from the date the Goods are used, resold, or incorporated into other goods, by the Customer (whichever expires earlier) the Goods shall:
      1. conform in all material respects with their description and any specification agreed by the parties in writing;
      2. be free from material defects in design, material and workmanship.
   2. The Company warrants that for a period of 12 months from the date 5 days following the date of the Company’s invoice for the relevant Serviced Good the Serviced Goods shall:
      1. conform in all material respects with their description and any specification agreed by the parties in writing;
      2. be free from material defects in design, material and workmanship.
   3. Subject to clause 9.4 the Company shall, at its option, repair or replace the defective Goods or Serviced Goods if:
      1. the Customer gives notice in writing during the warranty period specified in clause 9.1 or clause 9.2 (as applicable) within a reasonable time of discovery that some or all of the Goods or Serviced Goods (as applicable) do not comply with the warranty set out in clause 9.1 or clause 9.2 (as applicable);
      2. within 14 days, or (if the Customer is located outside of the United Kingdom) 30 days, of the date of the notice given under clause 9.3.1, the Company is given a reasonable opportunity of examining such Goods or Serviced Goods and following such examination the Company considers that the Goods or Serviced Goods are non-complaint with clause 9.1 or clause 9.2 (as applicable) solely as a result of the Company’s breach of the Contract; and
      3. the Customer returns such Goods to the Company’s place of business at the Customer's cost.
   4. The Company shall not be liable for the Goods' or the Serviced Goods’ failure to comply with the warranty in clause 9.1 or clause 9.2 (as applicable) if:
      1. the Customer makes any further use of such Goods after giving a notice in accordance with clause 9.3;
      2. the defect arises because the Customer failed to follow the Company’s oral or written instructions as to the storage, installation, commissioning, operation, use or maintenance of the Goods or Serviced Goods or (if there are none) good trade practice;
      3. the defect arises as a result of the Company following any drawing, design or specification supplied by the Customer;
      4. the Customer or a third party alters, modifies or repairs such Goods or Serviced Goods without the written consent of the Company;
      5. the defect arises as a result of fair wear and tear, wilful damage, negligence, accident, misuse or abnormal working conditions; or
      6. the Goods or Serviced Goods differ from their description or any specification agreed by the parties in writing as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
   5. Where following the Customer giving notice pursuant to clause 9.3, the Customer is unable to establish liability on the part of the Company or where the Customer is unable to establish that he has suffered loss or damage as a result of the alleged complaint, the Customer shall be liable for the costs and expenses of the Company in investigating such complaint and/or repairing or replacing and delivering parts and any other costs of the Company incurred in connection therewith.
   6. Where the Company is not the manufacturer of the Goods or Serviced Goods, the Company shall use reasonable endeavours to transfer to the Customer the benefit of any warranty or guarantee given by the manufacturer to the Company.
   7. The Company gives no assurance or guarantee whatsoever that the sale or use thereof will not infringe any Intellectual Property Rights of any other person, firm or company.
   8. Except as provided in this clause 9, the Company shall have no liability to the Customer in respect of the Goods' or the Serviced Goods’ failure to comply with the warranty set out in clause 9.1 or clause 9.2 (as applicable).
   9. The terms of these Conditions shall apply to any repaired or replacement Goods or Serviced Goods supplied by the Company.
10. LIABILITY
    1. Nothing in these Conditions limits or excludes the Company’s liability for:
       1. death or personal injury caused by the negligence of the Company its servants or agents;
       2. breach of the terms implied by section 12 of the Sale of Goods Act 1979;
       3. fraud or fraudulent misrepresentation; or
       4. any other liability that cannot be limited or excluded by law.
    2. Subject to clause 10.1 and 10.3, the Company’s total liability to the Customer in contract, tort (including without limitation negligence), breach of statutory duty, or otherwise, for any loss or damage arising under or in connection with the Contract shall not exceed the price of the Goods and/or Services.
    3. Subject to clause 10.1, the Company shall not be liable to the Customer in contract, tort (including without limitation negligence), breach of statutory duty, or otherwise, loss arising under or in connection with the Contract, for any loss of profits, loss of production, loss of sales, business or revenue, loss of business opportunity, loss of anticipated savings, loss of goodwill, loss or corruption of date, or any indirect or consequential loss.
    4. All warranties, conditions and other terms implied by statute or common law are excluded from the Contract to the fullest extent permitted by law.
11. INTELLECTUAL PROPERTY
    1. All Intellectual Property Rights in or arising out of or in connection with Goods, Serviced Goods and/or the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Company.
    2. The Customer grants the Company a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Customer to the Company for the term of the Contract for the purpose of providing the Services to the Customer.
    3. Where Goods are manufactured by the Company in accordance with the drawings, specification, materials and/or particular requirements of the Customer the Company shall not be liable for any loss or damage arising out of any claim made or threatened against the Company for infringement of any Intellectual Property Rights and/or any other right of any third party in respect of such Goods. The Customer shall indemnify the Company against all loss, actions, claims, costs and proceedings suffered or incurred by the Company arising out of or in connection with any claim brought against the Company, its agents, subcontractors or consultant for actual or alleged infringement of a third party’s Intellectual Property Rights and/or any other right of any third party arising out of or in connection with the manufacture of Goods to the drawings, specification, materials and/or particular requirements of the Customer.
12. CONFIDENTIALITY
    1. The Customer undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the Company, except as permitted by clause 12.2.
    2. The Customer may disclose the Company’s confidential information:
       1. to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the Customer’s obligations under the Contract. The Customer shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the Company’s confidential information comply with this clause 12; and
       2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    3. The Customer shall not use the Company’s confidential information for any purpose other than to perform its obligations under the Contract.
13. CUSTOMER’S GOODS DRAWINGS AND INFORMATION
    1. The Customer shall be solely responsible for ensuring that all drawings, documents and other information given to the Company by the Customer are accurate and suitable. Examinations or consideration by the Company of such drawings, documents or information shall not constitute acceptance by the Company of responsibility thereof and shall in no way limit the Customer’s responsibility thereof.
    2. Where the Customer supplies any Goods or materials to the Company or where any Goods or material which are or become the property of the Customer are otherwise left or placed in the possession of the Company whether for servicing, modification, repair, maintenance or otherwise.
    3. The Company shall be under no liability in respect of any loss or damage arising as a result of damage to the loss or destruction of such Goods or materials save where the Company is shown to have been negligent in its custody or use of them in which case the Company’s liability shall be limited to the repair or replacement of such Goods or materials.
    4. The Customer shall insure all such Goods or materials at all times to the full replacement value against all such risks.
14. SERVICES AND WORK ON SITE
    1. If the Contract provides for the provision of Services by the Company then the following additional provisions shall also apply. 
    2. The Company shall supply the Services to the Customer in accordance with any specification agreed in writing by the parties in all material respects and warrants to the Customer that the Services will be provided using reasonable care and skill.
    3. The Company shall use reasonable endeavours to meet any performance dates for the Services set out in any specification agreed in writing by the parties, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
    4. The Company reserves the right to amend any specification agreed in writing by the parties if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Company shall notify the Customer in any such event.
    5. The Customer shall:
       1. ensure the terms of the order and any specification it provides are complete and accurate;
       2. co-operate with the Company in all matters relating to the Services;
       3. provide the Company with such information and materials as the Company may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
       4. obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
       5. comply with all applicable laws, including health and safety laws;
       6. keep all materials, equipment, documents and other property of the Company (“Company Materials”) at the Customer's premises in safe custody at its own risk, maintain the Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the Company's written instructions or authorisation.
    6. If the Services are to be carried out at the premises of the Customer or at the Customer’s request at the premises of any other person then the Customer undertakes to, free of charge, provide or to procure the provision of:
       1. free suitable and safe access to the site and to the point at which the work is to be carried out for the Company, its employees, agents, consultants and subcontractors;
       2. in the case of installation of Goods, proper, adequate and accurate foundations to receive the Goods as and when delivered;
       3. all and any necessary, scaffolding and lifting equipment which the Company requires to provide the Services;
       4. proper, safe storage and protection, against the elements of, of all Goods, tools, plant and equipment and materials on site from the time of delivery;
       5. all necessary facilities and adequate assistance for the provision of the relevant Services as appropriate including consistent and adequate supplies of water, light, earthing points and any other necessary services or facilities that may be required by the Company (each of these to be supplied at the Customer’s expense) to enable the Services to be expeditiously and continuously carried out.
    7. The Company shall only be obliged to carry out the Services during Normal Working Hours and shall be entitled to charge for any overtime worked upon request by the Customer in accordance with clause 7.2.3. Should the Company incur additional costs owing to suspension of the Services by the Customer’s instructions or lack of instructions, interruptions, delays, overtime, unusual hours, mistakes or lack of any facilities in each case by reason of causes within the Customer’s control such reasonable additional costs shall be added to the Contract price and paid for by the Customer in accordance with the payment terms contained in these conditions. All Goods supplied on the Customer’s site shall at all times be at the sole risk of the Customer so that the Customer shall be responsible for all loss, damage or deterioration to the Goods on the Customer’s site.
    8. If the Company's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”):
       1. without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Company's performance of any of its obligations;
       2. the Company shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Company's failure or delay to perform any of its obligations as set out in this clause 14.8; and
       3. the Customer shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Customer Default.
    9. If any work, including attendance at the time of delivery the provision of Services or otherwise is undertaken by the Company on the Customer’s premises or at the Customer’s request at the premises of any other person in connection with an order then the Customer shall indemnify the Company in respect of all claims or proceedings taken against the Company by any third party including but not limited to the Company’s employees, the Customer’s employees or the employees of any contractor employed by the Customer or the Company or the personal representatives or dependants of any such employee or other third party in respect of personal injury or damage to property (including damage as a result of fire or explosion) caused by or arising out of such work in any manner whatsoever.
    10. The Customer shall further indemnify the Company from and against all claims or proceedings taken against the Company arising out of the acts and/or omissions of the Customer, its agents or subcontractors whether negligent or otherwise. 
    11. The Customer shall at all times be adequately insured with a reputable insurer against all insurable liability under the Contract.
    12. All personnel provided by the Customer to assist the Company shall in all respects remain employees of the Customer.
    13. The Customer shall insure to the full value thereof and provide adequate protection for all machinery and equipment of the Company and all plant, machinery, materials and the Goods on site during the course of the provision of the Services against all loss or damage howsoever caused otherwise than by reason of the neglect or the default of the Company, its employees, servants or agents.
15. SAMPLES AND DESCRIPTIONS
    1. The provision by the Company of samples for analysis by the Customer or the inspection of samples by the Customer shall not render any sale a sale by sample. No guarantee or warranty is given that supplies will correspond exactly to the description or sample and the use of any description or sample shall not constitute the Contract a sale by description or sample or a sale by sample and description and the Company reserves the right without notice to the Customer to make alterations thereto and to supply the Goods so altered in performance of the Contract provided that such alterations do not materially affect the characteristics of the Goods.
16. TERMINATION
    1. The Company may, without prejudice to any other right or remedy accrued or accruing to the Company, suspend the delivery of the Goods to the Customer, or terminate the Contract in whole or in part with immediate effect by giving written notice to the Customer if:
       1. the Customer fails to take delivery of the Goods when required;
       2. the Customer fails to pay any amount due under the Contract on the due date for payment; 
       3. the Customer commits a material breach of any other term of this Contract or any other order or Contract with the Company and (if such a breach is remediable) fail to remedy that breach within 14 days of the Customer being notified in writing to do so;  
       4. the Customer commits any Act of Insolvency;
       5. the Customer suspends, threatens to suspend, ceases or threatens to cese to carry on all or a substantial part of your business; or
       6. the Customer’s financial position deteriorates to such an extent that in the Company’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy. 
    2. In the event of a suspension of performance the Company shall be entitled, as a condition of resuming performance, to require pre-payment or such security as it may require.
    3. Termination of the Contract shall not affect any rights and remedies that have accrued as at termination.
    4. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
17. FORCE MAJEURE
18. Neither party shall have any liability for any failure to perform of for any delay in the performance (other than as to payment) of any of its obligations under the Contract caused by any factor beyond its reasonable control.
19. HEALTH AND SAFETY
    1. The Customer undertakes to take all steps necessary to ensure that the Goods when properly used will be safe and without risk to health.
    2. The Customer shall indemnify the Company against any liability whether civil or criminal which the Company may be under in respect of any illness or injury caused by the Goods or their use.
20. PRODUCT LIABILITY
    1. In circumstances where the Company supplies Goods to the Customer for incorporation with, or use ancillary to any composite products to be produced, manufactured, processed or supplied by the Customer or otherwise then; 
       1. the Customer shall forthwith on demand produce for inspection by the Company copies of all written instructions, information and warnings to be supplied by the Customer in relation to the said composite products provided nevertheless that such inspection or right to inspect shall not constitute acceptance or approval on the part of the Company of such instructions, information and warnings; and 
       2. the Customer shall indemnify the Company for all losses and damages (including costs, expenses and charges for legal actions in which the Company may be involved) that the Company may incur in the event that any claim or claims are made against the Company pursuant to the Consumer Protection Act 1987 relating to the said composite product or products of the Customer or Goods supplied by the Company in circumstances in which the Goods supplied by the Company were either:
          1.             not the defective part of the said composite product; or 
          2. were only rendered the defective part or became a defective product by reason of actions or omissions of the Customer; or 
          3. were only rendered the defective part or became a defective product by reasons of instructions or warnings given by the Customer or another supplier of the said composite product or products. 

For the purposes of this condition the word “defective” shall be interpreted in accordance with the definition contained in the Consumer Protection Act 1987.

2. The Customer hereby acknowledges that it is under a duty to pass on to its Customers (where appropriate) all instructions and warnings supplied to it by the Company with the Goods.

21. EXPORT TERMS
    1. In these terms “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 the Contract but if there is any conflict between the provisions of Incoterms and these Conditions the latter shall prevail.
    2. Where the Goods are supplied for export from the United Kingdom, the provisions of this clause 21 shall (subject to any special terms agreed in writing between the Company and the Customer) apply notwithstanding any other provision of these Conditions.
    3. Unless otherwise agreed in writing by the Company and the Customer the Goods shall be delivered ex works. The Customer shall be responsible for arranging for testing and inspection of the Goods at the Company’s premises before shipment. The Company shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment or in respect of any damage during transit.
    4. Unless otherwise agreed by the Company in writing payment of all amounts due to the Company shall be made by irrevocable letter of credit opened by the Customer in favour of the Company and confirmed by a bank approved by the Company. Where the contract is such a Contract as is described in section 26(3) of the Unfair Contracts Act 1977 then notwithstanding the provisions of clause 9 the Company shall not be liable in respect of claims arising by reason of death or personal injury whether or not it has failed to exercise reasonable care in the manufacture, erection and/or supply of the Goods.
22. GENERAL 
    1. The Contract is personal to the Customer. The Customer shall not assign, transfer or charge its rights and responsibilities under this Contract or any of them, without prior written consent of the Company.
    2. The Company may assign, transfer or charge its rights and responsibilities under this Contract or any of them.
    3. Any variation of the Contract only has effect if it is in writing and signed by the Company and the Customer.
    4. No waiver by the Company of any breach or obligation of the Customer pursuant to this Contract shall constitute a waiver of any other prior or subsequent breach or obligation. Any waiver by the Company under this Contract shall only have effect where it is in writing. If the Company does not insist that the Customer shall perform any of its obligations under the Contract, or if the Company does not enforce its rights against the Customer, or if the Company delays in doing so, that will not mean that the Company has waived its rights against the Customer or that the Customer does not have to comply with those obligations.
    5. The provisions of these Conditions are severable and distinct from one another, and if at any time any of the provisions is or becomes invalid, illegal or unenforceable, the validity, legality or unenforceability of the other provisions shall not in any way be affected or impaired. 
    6. These Conditions and the Contract shall not constitute and shall not be deemed to constitute a partnership between the Company and the Customer and the Customer shall not act nor purport to act as agent for the Company but solely as an independent contractor.
    7. All notices under this Contract shall be in writing and may be served by pre-paid first class post or facsimile transmission addressed to the other party at the address given in this Contract or at such other address as a party shall from time to time by notice in writing give to the other party for the purpose of service of notices under this Contract and every such notice shall be deemed to have been served: (i) if delivered by pre-paid first class post, at 10.00 am (local time in the place of receipt) on the second Business Day after posting; or (ii) if sent by facsimile transmission, at 10.00 am (local time in the place of receipt) on the next Business Day  following transmission and in proving service it shall be sufficient to show in the case of a letter that the same was duly addressed prepaid and posted in the manner provided and in the case of a facsimile transmission a transmission report that it was transmitted to the correct telephone number. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
    8. This contract shall be governed by and construed in accordance with English law and the parties hereby irrevocably submit to the exclusive jurisdiction of the English courts.
    9. For the avoidance of doubt nothing in these Conditions shall confer on any third party any benefit or the right to enforce any provision of these Condition.