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TERMS & CONDITIONS

1. INTERPRETATION

(a) In these conditions
“Buyer” means the person who accepts a quotation of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller Goods means the goods (including in any instalment of the goods or any parts for them) which the Seller is to supply in accordance with these conditions. “Seller” means Turnstyle Designs Ltd whose registered office is Baron Way, Roundswell Business Park,
Barnstaple, Devon, EX31 3TB. “Conditions” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer
and Seller. “Contract” means the contract for the purchase and sale of the Goods. “Writing” includes telex, cable, facsimile transmission and comparable means of communication. (b) Any reference in these Conditions to any provision of a statute shall be constructed as a reference to that provision as amended, re-enacted or extended at the relevant time. (c) The headings in these conditions are for convenience only and shall not affect their interpretation.

2. BASIS OF THE SALE

(a) The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of the Seller which is accepted by the Buyer or any written order of the Buyer which is accepted by the Seller, subject in either case to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted or any such order is made or purported to be made by the Buyer.
(b) No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and Seller.
(c) The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing. In entering into the Contract the Buyer acknowledges that it does not rely on, waives any claim for breach of, any such representations, which are not confirmed.
(d) Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application of use of the Goods which is not confirmed in Writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
(e) Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance or offer, invoice or other document or information used by the Seller shall be subject to correction without any liability on the part of the Seller.

3. ORDERS AND SPECIFICATIONS

(a) No order submitted by the Buyer shall deemed to be accepted by the Seller unless and until confirmed in Writing by the Seller’s authorised representative.
(b) The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
(c) The quantity, quality and description of and any specification for the Goods shall be those set out in the Seller’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the Seller).
(d) If the Goods are to be manufactured or any process to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connections with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trademark or otherindustrial or intellectual property rights of any other person which results from the Seller’s use of the Buyer’s specification.
(e) The Seller reserves the right to make changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or, where the Goods are to be supplied to the Seller’s specifications, which do not materially affect their quality or performance.
(f) No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses
incurred by the Seller as a result of cancellation.

4. PRICE OF THE GOODS

(a) The price of the Goods shall be the Seller’s quoted price or where no price has been quoted (or a quoted price is no longer valid), the price listed in the Seller’s published price list current at the date of despatch of the order. Where the Goods are supplied for export from the United Kingdom, the Seller’s published export price list shall apply. All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer.
(b) The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as without limitation, any foreign exchange fluctuation, currency regulations, alteration of
duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
(c) Except as otherwise stated under the terms of any quotation or in any price list of the Seller, and unless otherwise agreed in Writing between the Buyer and the Seller, all prices are given by the Seller on an ex work basis, and where the Seller agrees to deliver the Goods otherwise than at the Seller’s premises the Buyer shall be liable to pay the Seller’s charge for transport, packaging and insurance.
(d) The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Seller.
(e) The cost of pallets and returnable containers will be charged to the Buyer in addition to price of the Goods, but full credit will be given to the Buyer provided they are returned undamaged to the Seller before the due payment date.

5. TERMS OF PAYMENT

(a) Subject to any special terms agreed in writing between the Buyer and Seller. The Seller shall be entitled to invoice the Buyer for the price of the Goods at any time before delivery of the Goods.
(b) The buyer shall pay the price of the Goods (less any discount to which the Buyer is entitled, but without any other deduction) on a pro-forma basis.
(c) Notwithstanding delivery and the passing of risk, property in and title to the goods shall remain with the seller until the seller 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 seller to the buyer under any contract whatsoever. Payment of the full price shall include, without limitation, the amount of any interest or other sum payable under the terms of this and all other contract between the seller and buyer.

6. DELIVERY

(a) Delivery of the goods shall be made by the Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place.
(b) Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
(c) Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
(d) If the Seller fails to deliver the Goods for any reason other than any cause beyond the Seller’s liability shall be limited to the excess (if any) of the cost to Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of Goods.
(e) If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may:
(f) Store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage: or
(g) Sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.

7. RISK AND PROPERTY

(a) Risk of damage to or loss of the Goods shall pass to the Buyer:
(i) In the case of Goods to be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection: or
(ii) In the case of Goods to be delivered otherwise than that at the Seller’s premises, at the time of the delivery or if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tended delivery of the Goods.
(b) Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the buyer until the Seller has received in case of cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to Buyer for which payment is then due.
(c) Until such time as the property in Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to the Seller proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and in the case of tangible proceeds, property stored, protected and insured.
(d) Until such time as the property in Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
(e) The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.

8. WARRANTIES AND LIABILITY

(a) Subject to the conditions set out below the Seller warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of twelve months from delivery.
(b) The above warranty is given by the Seller subject to the following conditions:
(i) The Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer
(ii) The Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Seller’s approval:
(iii) The Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Good’s has not been paid by the due date for payment:
(iv) The above warranty does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller.
(c) Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
(d) Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements Order 1976) the statutory rights of the Buyer are not affected by those Conditions.
(e) Any claim by the Buyer which is based on any defect in the quality or condition of the Goods of their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after the discovery of the defect failure. If the delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have not liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract
(f) Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace the Goods (or the part in question) free of charge or, at the Seller’s sole
discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer.
(g) Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under express terms of the contract, for any consequential loss or damage (whether for loss of profit or otherwise) costs, expenses or other claims for consequential compensation whatsoever (and where caused by the negligence of the Seller, its employees or agents otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, except as expressly provided by these Conditions.
(h) The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to cause beyond the Seller’s reasonable control. Without prejudice the generality of the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control:
(i) Act of God, explosion, flood, tempest, fire or accident:
(ii) War or threat of war, sabotage, insurrection, civil disturbance or requisition:
(iii) Acts, restrictions, regulations, bye-laws prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority:
(iv) Import or export regulations or embargoes:
(v) Strikes, lockouts or other industrial actions or trade disputes (whether involving employees or the Seller or third party):
(vi) Difficulties in obtaining raw materials, labour, fuel, parts or machinery:
(vii) Power failure or breakdown in machinery.

9. INTELLECTUAL PROPERTY

(a) The Seller will not indemnify the Buyer against any claim for infringement of the patent, copyright design, trade or service mark of other industrial or intellectual property rights arising out of the use or sale of any goods supplied by the Seller to the Buyer.
(b) Any drawings, patterns and technical specifications supplied by the Buyer to the Seller shall remain the property of the Seller without any copies being retained.
(c) The Buyer acknowledges that all copyright and other intellectual property in the Goods belongs to the Seller and the Seller’s suppliers and the Buyer agrees that it will not, either alone or jointly with or for any other person, enter into any arrangements or seek to do so whereby goods similar to the Goods are designed or manufactured for supply to the Buyer or any other person.

10. INSOLVENCY OF BUYER

(a) This cause applies if:
(i) The Buyer makes an involuntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidisation (otherwise than for the purposes of amalgamation or reconstruction) or:
(ii) An encumbrancer takes possession, or a receiver is appointed of any of the property or assets of the Buyer: or the Buyer ceases, or threatens to cease, to carry on business: or
(iii) The Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
(b) If the clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

11. EXPORT ITEMS

(a) In these conditions ‘Intcoterms’ 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 particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions, but if there is any conflict between the provisions of Incoterms and these Conditions, the latter shall prevail.
(b) Where the Goods are supplied for export from the United Kingdom, the provisions of the clause shall (subject to any special terms agreed in Writing between the Buyer and the Seller) apply notwithstanding any other provision of these Conditions.
(c) The Buyers shall be responsible for complying with any legislation or regulations governing the importation of Goods into the country of destination and for the payment of any duties thereon.
(d) Unless otherwise agreed in Writing between the Buyer and the Seller, the goods shall be delivered for the air or sea port of shipment and the Seller shall be under no obligation to give notice under Section 32 (3) of the Sale of Goods Act 1979.
(e) The Buyer shall be responsible for arranging for testing and inspection of the Goods at the Seller’s premises before shipment. The Seller 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.

12.GENERAL

(a) Any notice required or permitted to be given by either party to the other under these Conditions shall be in
Writing addressed to that other party at its registered office or principal place of business or such other
address as may at the relevant time have been notified pursuant to this provision to the party giving the
notice.
(b) No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any
subsequent breach of the same of any other provision.
(c) If any provision of the Conditions is held by any competent authority to be invalid or unenforceable in whole
or in part the validity of the other provisions of the Conditions and the remainder of the provision in question
shall not be affected thereby.
(d) Goods supplied by the Seller to Buyer shall be sold by the Buyer from retail premises only and no sale from
any other premises whatsoever without the prior written consent of the Seller.
(e) The Contract shall be governed by the laws of England.

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