7.1 Unless otherwise stated payment for the Products is strictly net cash to be made by the due date stated on the Invoice. Failure to make due payment in respect of deliveries or instalments under any contract between the Customer and the Company shall entitle this to delay suspend or cancel deliveries in whole or in part at its option.
7.2 If payment is not made in full by the due date stated on the Invoice the Company reserves the right to charge interest to the Customer at the rate of 6% per annum above the base rate from time to time of Royal Bank of Scotland on the unpaid balance (such interest to accrue on a day to day basis from the date stated in the invoice (as well after as before any judgement).
7.3 Payment shall be due whether or not property in the Products has passed by virtue to Clause 5 above and the Company shall (without any prejudice to any other right or remedy) accordingly be entitled to sue for the price once the same is due even if property has not passed.
7.4 Where the Customer shall have failed to take delivery of the Products or makes default in or commits any breach of its other obligations to the Company hereunder of any of the events referred to in Clause 5.4.1 – 5.4.5 happens or ceases or threatens to cease trade or if the Company shall reasonably doubt the solvency of the Customer then in any such case the Company reserves the right to stop manufacture and deliver of any Products ordered by the Customer from he Company under the terms of any contract.
8.1 The Customer shall inspect the Products upon delivery. The Company will make good at its option by repair or replacement any defects in any of the Products due solely to defective workmanship or materials which are notified in writing to the Company and in the case of any defect discovered upon reasonable examination such notification must be made within ten (10) days from the date of delivery and in the case of any defect not discoverable upon reasonable examination such notification must be made within ten (10) days of the date such defect is actually discovered provided that the aforesaid obligations on the Company shall not extend to defects caused by damage negligence (other than employees or agents of the Company) incorrect storage or application movement installation or defects caused by fair wear and tear provided further that the aforesaid obligations on behalf of the Company shall in any event only apply to defects notified within the period of six (6) months from the date of delivery of the Products. If required by the Company and at the Customers cost the Products must be returned within fourteen (14) days of notification of the defect packaged and transported in accordance with the Company’s requirements.
8.2 Products sold by the Company which are manufactured by others are warranted only to the extent and limits of the warranty of the manufacturer.
8.3 To the extent permitted by law and save as herein set out for liability for death or personal injury resulting from negligence on the part of the Company and save for breach of the Company’s statutorily implied warranties as to title all express or implied conditions representation or warranties as to the description quality or fitness of any and all Drawings and/ or Products (or samples) supplied by the Company are expressly excluded.
8.4 Except in respect of death or personal injury caused by the negligence of the Company shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, of any duty at common law, or under the express terms of the Contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs expenses or other claims for compensation whatsoever (whether caused by negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with any Products or their use of re-sale by the Customer, and the entire liability of the Company under or in connection with the Contract shall not exceed then price payable by the customer therefore, except as expressly provided in these conditions.
8.5 The Company accepts no responsibility where materials or components supplied by the Customer or through its offices or from sources dictated by the Customer shall be defective or in an unsatisfactory condition and the Customer shall indemnify the Company against any loss suffered by the Company arising as a result of such defects or conditions.
8.6 Where the Contract is a Consumer Transaction (as defined by the Consumer Transaction (Restrictions on Statements) Order 1976 or and Primary Subordinate Legislation from time to time amending or re-enacting the same) the statutory rights of the Customer are not affected by these conditions.
9. Force Majeure
The Company shall be excused from liability to the Customer if performance of the contract is prevented of hindered (in particular if an agreed delivery date is delayed) by any cause whatsoever beyond the Company’s control and in particular without prejudice to the generality of the foregoing by Act of God, war riot civil commotion Governments controls restrictions or prohibitions or any other Government act or omission whether local or national fire flood subsidence sabotage accident strike or lock out and shall not be liable for any loss or damage resulting there from suffered by the Customer.
10. Safety Instructions
The Customer undertakes with the Company that it will ensure compliance so far as is reasonably practicable by its employees agents licensees and customers with any instructions given by the Company or the manufacture for the purpose of ensuring that the Products will be safe and without risk of health when properly used and will take any other steps or precautions as having regard to the nature of the Products are necessary to preserve the health and safety of persons handling using or disposing of them.
The Customer shall forthwith indemnify the Company on a full indemnity basis against all or any liability costs or expense of whatsoever nature incurred by the Company due to an illegal or actual infringement of an Patent application registered Design Trade Mark Trade Name Copyright or other Intellectual Property Right arising out of Products provided by the Company’s order in accordance with any Samples Designs Specifications and/ or Instructions given by the Customers to the Company.
12. Legal Interpretation
Any agreement to which these terms and conditions apply shall be governed and construed in accordance with English Law and any dispute arising out of or in connection with such agreement shall be determined by the English Courts.
13. Severance & Waiver
13.1 In the event of any part of these conditions being ineffective for any reason, the remainder thereof shall constitute the conditions binding upon the parties.
13.2 Failure or neglect by the Company to enforce at any time any of the provisions hereof shall not be construed as nor be deemed to be a waiver of the Company’s rights hereunder nor shall such failure or neglect in any way affect the validity of the whole of any part of these terms and conditions and the Company’s rights to take subsequent action shall not be prejudiced thereby.