CONDITIONS OF SALE RETAIL

1.DEFINITIONS
 “Buyer” means a person who buys or agrees to buy the goods from the Seller
 “Conditions” means the terms and conditions of sale set out in this document and any special
terms and conditions agreed in writing by the Seller
 “Delivery Date” means the date specified by the seller when the goods are to be delivered
 “Goods” means the articles which rhe Buyer agrees to buy from the Seller
 “Price” means the price for the goods excluding carriage packing insurance and VAT
 “Seller” the organisation whose name appears in the box marked “Seller”

2. CONDITIONS APPLICABLE
       2.1 These conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer
             Exclusion of all other terms and conditions including any terms or conditions which the Buyer
             may purport to apply under any purchase order confirming of order of similar document
2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase goods pursuant  
to these conditions.
2.3 Written acceptance of the order or acceptance of delivery of the Goods whichever shall first occur shall
be deemed conclusive evidenceof the Buyer’s acceptance of these Conditions
2.4 Any variation of these Conditions (including any special terms and conditions agreed by the parties) shall
be inapplicable unless agreed in writing by the Seller

3.  PRICE
      3.1  The price of the Goods shall be the price pledged in the Seller’s published price list current at the date  
            of delivery of the goods

4.  THE GOODS

4.1 The Goods shall be manufactured and supplied in accordance with the description contained in the
Seller’s specification and manufactured in accordance with all applicable British Standards which
relate specifically to the Goods.
4.2 The Seller may from time to time make changes in the specification of the Goods which are required to
comply with any applicable safety or statutory requirements or which do not affect the quality or
fitness for purpose of the goods 
4.3 Where specifications are to be supplied by the Buyer the Buyer shall supply such specifications in
resonable time to enable the Seller to complete delivery on the Delivery Date
4.4 The Buyer shall indemnify the Seller against all damages penalties costs and expenses to which the Seller
may become liable as a result of work done in accordance with the Buyer’s specification which involved
the infringement of any patents or registered design

5.   WARRANTIES AND LIABILITIES

5.1 The Seller warrants that the Goods will at the time of delivery correspond to the description given by
the Seller
5.2 All terms conditions and warranties (whether implied or made expressly) whether by the Seller or its
servants or otherwise (other than those expressed warranties set out in the current edition of the
Sellers specification) relating to the quality and/or fitness for the purpose of the Goods or any of the
Goods are excluded

6.   DELIVERY OF GOODS

6.1 Delivery of the Goods shall be made to the Buyer’s address on the Delivery Date. The Buyer shall make
all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
6.2 The Seller shall not be liable for any loss or damage whatsoever due to the failure of the Seller to
deliver the Goods (or any of them) promptly or at all
6.3 Notwithstanding that the Seller may have delayed or failed to deliver the Goods (or any of them)
promptly the Buyer shall be bound to accept delivery and pay for the Goods in full provided that
delivery shall be tendered at any time within (three months) of the Delivery Date
6.4 No claim for damage in transit shortage of delivery or loss of goods will be entertained unless in the
case of damage in transit or shortage of delivery a separate notice in writing is given to the carrier concerned and to the Seller within (three days) of receipt of the Goods followed by a complete claim in
writing within (5 days) of receipt of the Goods and in the case of loss of Goods notice in writing is given
To the carrier concerned and to the Seller and a complete claim in writing is made within (three days) of
The date of consignment where Goods are accepted from the carrier concerned without being checked the delivery book of the carrier concerned must be signed “not examined”

7.   ACCEPTANCE OF THE GOODS

7.1 The Buyer shall be deemed to have accepted the Goods after delivery to the Buyer
7.2 No Goods delivered to the Buyer which are in accordance with the Contract will be accepted for
return without prior written approval of the Seller on terms to be determined at the absolute discretion of the Seller
7.3 If the Seller agrees to accept any such Goods for return the Buyer shall be liable to pay a handling
charge of 15% of the invoice price. Such goods must be returned by the Buyer carriage paid to the Seller in their original package and such additional packaging as may be required to ensure that the Goods
are returned in a safe condition.
7.4 Goods returned without the prior written approval of the Seller may at the Seller’s absolute discretion
be returned to the Buyer or stored at the Buyer’s cost without prejudice to any rights or remedies the
Seller may have

8.   TITLE AND RISK

8.1 Title to the Goods supplied by the Seller shall not pass to the Buyer until payment in full has been made
to the Seller by the Buyer
8.2 The Goods shall be at the Buyer’s risk as from the Date of Delivery

9.   REMEDIES OF BUYER

9.1 Where the Buyer rejects any Goods then the Buyer shall have no further rights whatever in respect of the supply to the Buyer of such Goods or the failure by the Seller to supply Goods which confirm to the contract of sale
9.2 Where the Buyer accepts or has been deemed to have accepted any Goods then the Seller shall have no
liability whatever to the Buyer in respect of those Goods
9.3 The Seller shall not be liable to the Buyer for late delivery or short delivery of the Goods

10. TERMINATION

      10.1 In the event of an outbreak of Hostilities (whether war is declared or not) in which the United Kingdom
 iIs involved or in the event of a national emergency or if the Seller’s work should become either directly
  or indirectly so engaged on Government orders or orders under priority directions as to prevent or delay
  work on other orders the Seller shall be entitled at any time on notice to the Buyer to make partial
  deliveries only or determine the contract without prejudice in any case to rights accrued in respect of
  delivereies already made
10.2 If the Buyer shall make default in or commit a breach of the contract or any other of its obligations to
The Seller or if any distress or execution shall be levied upon the Buyer’s property or assets or if the Buyer shall make or offer to make any arrangements or composition with Creditors or commit any act of bankruptcy or if any petition or receiving order in bankruptcy shall be presented or made against him or her or if the Buyer is a limited company and any resolution or petition to wind up such company’s business (other than for the purpose of amalgamation or reconstruction) it shall be passed or presented or if a receiver of such companies undertaking property assets or any part thereof shall be appointed the Seller shall have the righs forthwith to determine any contract then subsisting and upon written notice of such determination being posted to the Buyer’s last known address any subsisting contract shall be deemed to have been determined without prejudice to any claim or rights the Seller may otherwise make or exercise
10.3 The Seller reserves the right to terminate the contract and recover from the Buyer any loss resulting
from such cancellation if the Buyer or any person on his or her behalf shall have offered or given or agreed to give to any person any gift or consideration of any kind as an inducement or reward for doing or forbearing to do so or for having done or forborne to do any act in relation to the obtaining or execution of the contract with the Seller or for showing or forbearing to show favour or disfavour to any person in relation to the contract or any other contract with the Council or the like shall have been done by any person employed by him or acting on his or her behalf (whether with or without the knoweldge of the Buyer) or if in relation to any contract with the Seller the Buyer or any person employed by him or her or acting on his or her behalf shall have committed any offence under the Prevention of Corruption Act 1889 to 1916 or shall have given any fee or reward the receipt of which is an offence under Section 117(2) and (3) of the Local Government Act 1972

11. SECURITY

11.1  The Buyer shall not use or divulge or communicate to any person (other than those whose province it is
to know the same or with the authority of the Seller) any confidential information concerning staff business accounts finance or contractual arrangements or other dealings transactions or affairs of the Seller which come to the Buyer’s knowledge in the course of supplying the Goods or the substance of any report recommendation advice or test made given or undertaken by the Buyer in connection with his/her duties hereunder and the Buyer shall use his or her best endeavours to prevent the unauthorised publication or disclosure of any such information or documents
11.2 The Buyer shall ensure that its employees representative and agents are aware of and comply with the
confidentiality and non-disclosure provisions contained in this clause and the Buyer shall indemnify the Seller against any loss or damagewhatsoever which the Seller may sustain or incur as a result of any breach of confidence by any such persons

12. ASSIGNMENT

    The Buyer is prohibited from assignming or sub-letting the contract without the prior consent of the
 Seller

13. DISPUTES

 Any disputes under the cotnract shall be referred to an arbitrator or arbitrators to be appointed by the
 Parties or in default of agreement by the President for the time being of the Royal Institute of
 Arbitrators and his or their decision shall be binding on both parties and this shall be a submission to
 arbitration within the Arbitration Act 1996or any statutory modification thereof for the time being in
 force

14.  PROPER LAW OF CONTRACT

 This contract is subject to the Law of England and Wales