Terms of Business of Tendring Pacific Limited

1.1 All contracts entered into for the sale or supply of goods between the Company and yourself/yourselves (herein referred to as 'the Buyer') after the date hereof shall be subject to the following conditions.
1.2 Any tender of quotation will have effect only for 30 (thirty) days from the date thereof and then will be subject to Clause 1.3.
1.3 A contract to sell or supply goods shall be created only when the Company has accepted, either in writing or orally or by conduct, an offer from the Buyer for the purchase by or supply to it of goods and such acceptance and contract shall be subject to these conditions.
1.4 These conditions shall override an representation made to the Buyer or any terms, conditions or warranties stipulated, incorporated or referred to by the Buyer prior to the contract or in the Buyer's order, unless the Company expressly in writing otherwise agrees.
1.5 Where goods are sold subject to being in stock by the Company, the Company shall be entitled to waive that condition at any time before the expiry of 7 (seven) days from date of the contract.

2.1 The prices charged are stated net ex-works*.
2.2 Should overtime be worked in respect of the goods before dispatch at the request of the Buyer the additional cost shall be charged at the then current rate as an extra and added to the price.
2.3 Prices do not include the price of packing cases which will be charged for separately. Cases are not returnable.
2.4 Value Added Tax (or any other similar tax in force from time to time) shall be added to the contract price of the goods.

3.1 In the event of a small order with a value of less than £100 (one hundred pounds) the Company will levy a minimum administration charge of £15 (fifteen pounds).
3.2 A charge will be made for repair estimates (prices and conditions are available on application) however, the minimum such charge is £15 (fifteen pounds).

4.1 The goods shall be deemed to have been delivered to the Buyer at the moment of passing of the risk as mentioned in Clause 7.
4.2 The quoted time for dispatch or delivery shall not be of the essence of the contract and shall run from the acceptance of the Buyer's order (or if later the receipt by the Company of all necessary information to enable it to proceed with the order).
4.3 The time of dispatch or delivery shall be extended by a reasonable period if delay in delivery or dispatch is caused by instructions or lack of instructions from the Buyer or by strikes, lockouts or other industrial action or any causes beyond the Company's reasonable control (including but not limited to fire, accident, war or failure of suppliers of raw materials or components to fulfil their contracts with the Company).
4.4 In all cases where the contract provides for delivery by instalments or part deliveries each instalment or part delivery shall be deemed to be a separate contract and cancellation of any one instalment or part delivery shall not avoid or affect contracts as to the other instalments or part deliveries.
4.5 The Company reserves the right to dispatch and invoice any part of any order when available.

5. Catalogue and other illustrations and specifications are subject to alteration without notice. They are not binding and are intended to represent generally the type of goods offered as, owing to improvement or revision of design or change of source, apparatus may not conform to detail.

6.1 Testing and inspection if specified by the Buyer or his agent shall be at the Company's works and such testing and inspection shall be final and conclusive as to the results thereof.
6.2 The Company shall not be obliged to produce test and performance certificates unless requested by the Buyer and accepted by the Company in writing.

7.1 Subject to Clause 7.2 and 9 below the risk in the goods shall pass to the Buyer on dispatch of the goods from the Company's works to the destination specified by the Buyer.
7.2 The risk in the goods which under the contract are to be delivered by the Company in its own transport shall pass at the time of unloading of the goods at the Buyer's works or at such other place as the Buyer may have specified.
7.3 No responsibility is taken for breakage or loss in transit. In the event of breakage the Buyer must advise both the carriers and the Company in writing within 7 (seven) days of the date of dispatch.

8.1 Unless the contract is an export sale as defined in Clause 9 payment is due for settlement not later than 30 (thirty) days from the date of the invoice unless otherwise agreed. NB: Payment must be received and cleared by our bank on or before the 30th (thirtieth) day.
8.2 In the event that payment is not made on or before that due date, interest shall be payable by the Buyer on the sum due for the goods or any outstanding part thereof at 3% above The Royal Bank of Scotland plc Base Rate from the due date until payment is made.

9.1 This condition shall apply if the contract is an Export Sale that is to say a contract between the Company and a Buyer which is outside Great Britain.
9.2 The Company shall discharge its obligations by presentation of the shipping documents i.e. the invoice and Bill of Lading or Delivery Order to the Buyer or his agent. Where the contract is CIF or C&F* Terms the Bill of Lading shall be freight prepaid and in the case of a CIF contract the certificate of insurance shall be deemed to be a shipping document. Where the contract is on FOB* Terms the risk of the goods passes at UK port and the Buyer shall make their own insurance arrangements from that point onwards.
9.3 Terms of payment are net and methods of payments should be: Documents against irrevocable letter of credit, sight draft through established bankers, through bank on collection basis, or through recognised Agencies known to the Company.
9.4 The Buyer hereby warrants that if an Import Licence or Permit is required for the importation of the goods into the country of destination then such Import Licence or Permit has been obtained or will be obtained prior to shipment, to cover contingencies, the Import Licence must be valid for at least six months from estimated delivery date. 9.5 The Company shall not be under any obligation to dispatch the goods to the Buyer until all relevant documents including but not limited to the Buyer's order, Documentary Credit, Instructions from Bank and any required instructions from outside agencies are received by the Company at its offices.
9.6 Any additional charges or fees which may be levied on or incurred by the Company in obtaining payment for the goods by any of the methods referred to above shall be paid by the Buyer.
9.7 The shipment of orders of less than £1000 (one thousand pounds) in value is at the Company's discretion but will normally not take place until payment in full has been received via Mail Transfer, or Banker's Draft drawn on correspondent UK bank nominated or agreed by the Company, or any other method agreed in writing by the Company.

10.1 Until full payment for the goods has been received by the Company:
a) The property in the goods shall remain in the Company but subject to Clauses 10.1(c) and 10.1(d) the Buyer shall be at liberty to sell the goods in the ordinary course of business.
b) The Buyer shall keep and store the goods in such a manner that they can be identified as being the property of the Company.
c) The Company may at any time revoke the Buyer's power of sale by notice to the Buyer if the Buyer is in default for longer than 7 (seven) days in the payment of any sum whatsoever due to the Company whether under this contract or otherwise or if the Company has bona fide doubts as to the solvency of the Buyer.
d) The Buyer's power of sale shall automatically cease if a receiver or manager is appointed over any of its assets or the undertaking of the Buyer or a winding-up petition is presented against the Buyer or the Buyer goes into voluntary liquidation order calls a meeting of, or makes any arrangement or composition with creditors or commits any act of bankruptcy, or an administration order is made in relation to the Buyer.
10.2 Upon determination of the Buyer's power of sale under Clauses 10.1 (c) and 10.1 (d) the Buyer shall place the goods at the disposal of the Company who shall be entitled to enter upon any premises of the Buyer for the purpose of removing the goods from the premises (including severance from the realty where necessary).

11. The Company shall have a lien on all goods of the Buyer from time to time in the possession of the Company whether pursuant to the contract of sale or otherwise for all amounts due to the Company hereunder or otherwise. If the Buyer does not discharge the lien within 20 (twenty) days of its being imposed, by payment of all amounts due, the Company shall have the right to sell the goods the subject of the lien and to deduct from the net proceeds of sale all amounts due to the Company.

12.1 No condition of warranty expressed or implied is given by the Company as to the quality of the fitness of the goods for any particular purpose unless such purpose is expressly notified to and expressly warranted by the Company in writing.
12.2 A comprehensive manufacturer's warranty is supplied with each instrument, copies of which are available on request. Terms and conditions of such warranties cannot be altered, without the written agreement of the Company.

13.1 Save as provided under Clause 12 the Company shall not be under any liability for any loss or damage (including without limitation loss of profit damage to plant or machinery or consequential loss) suffered by the Buyer or by any third party through a breach of any of the Company's obligations under the contract or through the negligence of the Company or of its employees, agents or contractors.
13.2 The Company shall be under no liability for any delays loss or damage caused wholly or in part by war, civil commotion, act of God or by any act done or not done pursuant to a trade dispute whether such dispute involves the Company's servants or not.
13.3 The Company shall be granted all necessary time and other indulgences necessary in the event of fire, breakdown of machinery or other circumstances beyond its reasonable control and shall not be liable for any delays, loss or damage caused thereby.
13.4 Strapping of packed equipment is carried out only as a means of securing packaging and for safety reasons the handling wires or strapping must not be used for lifting purposes.
13.5 The Buyer acknowledges that the prices of the Company's goods are based on the assumption that the Company's liability under any order is limited as provided under conditions 12 and 13.

14.1 The Buyer shall indemnify the Company against all costs, expenses, loss or damage incurred by its arising as a result of any claim or proceedings for or on account of infringement of letters, patent, trademark or trade name or registered design or any other protected right in relation to goods supplied by the Company in accordance with specifications and/or drawings produced to the Company by the Buyer or on its behalf.
14.2 If the Company manufactures, designs or assembles products to specifications supplied by the Buyer the Company shall be in no way liable for any loss or damage of whatsoever nature arising in any way out of or out of the use of any specification or information supplied by or on behalf of the Buyer and the Buyer will keep the Company fully and effectually indemnified in respect thereof.

15. Orders placed cannot be cancelled except with the Company's consent in writing and on the terms which will indemnify the Company against loss, and goods returned without the Company's consent will not be accepted for credit.

16. The Company shall be entitled without prejudice to its other rights whether under this contract or under the general law to terminate the contract or at its option to suspend further deliveries in any of the following events:
a) If the Buyer has not paid any sum due after written demand has been made for payment thereof or if the Buyer shall fail to provide any letter of credit, bill of exchange, guarantee or other security required by the contract.
b) If the Buyer shall fail to take delivery of any goods under the contract otherwise than in accordance with Buyer's contractual rights.
c) If any event mentioned in Clause 10.1 (d) of these conditions shall occur.
d) If the Buyer is in breach of contract.
e) If performance of this contract by the Company is prevented, delayed or interrupted by rules, regulations or orders of any government or any local authority or war, strike, accident, fire or shortage of labour or materials or non delivery by the Company's suppliers or damage to or destruction of the whole or part of the goods or any other cause beyond the Company's reasonable control and in the event of the Company lawfully suspending delivery under this clause it shall be entitled as a condition of resuming delivery to impose such conditions as to payment and/or as to the provision of security for payment as it may reasonably require.

17. If forwarding instructions are not received within 14 (fourteen) days of the Company giving written notice to the Buyer that the goods are ready for dispatch the Buyer shall pay in addition to the price of the goods a reasonable additional charge for storage and insurance (without any liability on the part of the Company to provide or for failure to provide such storage or insurance or for the manner in which the same are provided) and the Buyer shall pay for the goods as if they had been dispatched.

18. Should any limitation of the Company's liability contained in these conditions be held to be invalid under any statute or rule of law it shall be to that extent only deemed omitted but if the Company thereby becomes liable for loss or damage such liability shall be subject to all other relevant limitation contained in these conditions.

19. The above conditions shall be construed according to the laws of England and the Buyer submits to the jurisdiction of the courts of England in connection with any dispute or proceedings arising out of any contract containing these conditions.
* As defined by Incoterms 90
Issued 01/02