1.                    Application

1.1                  The conditions alone shall govern and be incorporated in every contract for the sale of goods made by or on behalf of the seller with any Buyer.  They shall apply in place of and prevail over any terms or conditions whether or not in conflict or inconsistent with these conditions contained or referred to in any documentation submitted by the Buyer or in correspondence or elsewhere or employed by trade custom, practice or course of dealing unless it specifically be excluded or varied in writing by a director or other authorised representative of the capital seller and any proported provisions to the contrary are hereby excluded or extinguished. 

1.2                  Acceptance by the Buyer of the delivery of the goods shall be deemed to constitute unqualified acceptance of these conditions. 

1.3                  If subsequent to any contract of sale which is subject to these Conditions, a Contract of Sale is made with the same Buyer without reference to any conditions of sale or purchase, such Contract howsoever made shall be deemed to be subject to these conditions. 

2.                    Delivery of the Goods

2.1                  At the time the order is confirmed we will endeavour to give you an indication of when the goods will be delivered. There is generally a lead time for deliveries of between 3 and 7 days. The delivery date is subject to confirmation once the order has been processed for distribution.

2.2                  Delivery of the goods shall be made to the Buyer’s address on the delivery date (time not being of the essence).  The Buyer shall make all arrangements necessary to take delivery of the goods when they are tendered for delivery.

2.3                  Where necessary we reserve the right to deliver the order in separate consignments. Where this is necessary we will advise you as soon as practically possible and advise you of the likely delivery dates and details of the consignments.

2.4                  The Buyer shall take delivery of the goods (or the consignment where the order has been divided in accordance with paragraph 2.3 above) notwithstanding that the quantity so delivered shall be either greater or less than the quantity purchased (or the quantity advised to be in the consignment) provided that:

2.4.1              Such discrepancy in quality shall not exceed 5%.

2.4.2              The price shall be adjusted pro rata to the discrepancy.

3.                    Liability

3.1                  All terms and conditions and warranties (whether implied or made expressly) whether by Tedeco or its servants or agents or otherwise (other than those express warranties set out in Tedeco’s specification or otherwise confirmed in writing by Tedeco) relating to the quality and/or fitness for purpose of the goods are excluded.

3.2                  The Buyer must notify to Tedeco on any delivery apparent damage to or defect with the goods supplied.  Such notification shall be made by the Buyer by clausing the delivery notes provided that the information on the delivery notes is sufficiently detailed and sets out the nature of the damage or defect and the extent to which the delivery is affected. 

3.3                  Where there are defects which were not reasonably apparent at the time of delivery.  The Buyer must notify Tedeco in writing within 5 days of the date of delivery of any damage to or defects in all or part of the goods or if the quality delivered is not as stated in the contract. 

3.4                  Where damage, detects or short delivery is not notified to Tedeco in accordance with Clauses 3.2 and 3.3 above, Tedeco shall have no liability whatsoever to the Buyer in respect of damage, defects or short delivery and the Buyer shall be deemed to have irrevocably waived all or its rights and remedies which it might otherwise have had in relation to such damage defects or short delivery unless proper notification has been made in accordance with this clause. 

4.                    Set Off

4.1                  The Buyer shall have not right to set off any sums due or to become due by it to Tedeco against any sums due or to become due by Tedeco to the Buyer and the Buyer shall make payment of any sums invoiced by Tedeco in respect of the contract and/or goods and any interest and recovery charges due without any set off compensation or deduction of any kind.

5.                    Limitation  of Liability

5.1                  Tedeco shall be under to liability whatsoever to the Buyer for any direct and/or indirect loss and/or expense (including loss of profit) suffered by the buyer arising out of a breach of contract by Tedeco.

5.2                  In the event of any breach of contract by Tedeco the remedies of the Buyer shall be limited to damages.  Under no circumstances shall the liability of Tedeco exceed the net price invoiced to the Buyer. 

6.                    Interest

Interest is due on amounts not paid by the due date at the rate of 4% above the base rate of Barclays Bank Plc from time to time to be calculated from the date of the invoice. 

7.                    Recovery Costs

In addition to interest accruing on overdue invoices delivered to the Buyer, reasonable recovery costs will be added to the debt for which the Buyer will be liable. 

8.                    Retention of Title

Notwithstanding that risk in the Products shall pass to the Buyer upon delivery full legal and equitable title and interest in all and any Products supplied to the Buyer shall remain in Tedeco and shall not pass to the Buyer until Tedeco shall have received payment in full of all amounts due and owing from the Buyer to Tedeco for the time being (including any interest accruing and owning to Tedeco) and from time to time in respect of all goods supplied by Tedeco to the Buyer at any time.

9.                    VAT

All sums payable under this agreement unless otherwise stated are exclusive of VAT and other duties or taxes.

10.                  Governing Law

This agreement is governed by laws of England and Wales and the parties submit to the exclusive jurisdiction of the English and Welsh Courts.

11.                  Entire Agreement

This agreement contains the Entire Agreement between the parties relating to the subject matter of this agreement. 

12.                  Miscellaneous

12.1               Both parties shall be released for their respective obligations in the event of national emergency war, prohibitive Governmental regulation or if any other cause beyond the control of the parties or either of them renders the performance of this agreement impossible whereupon all money due under this agreement shall be paid immediately. 

12.2               If any provision of this agreement is declared by any judicial or other competent authority to be void, avoidable, illegal or otherwise unenforceable the remaining provisions of this agreement shall remain in full force and effect. 

12.3               This agreement supersedes any prior agreement between the parties whether written or oral and any such prior agreement shall be cancelled as at the commencement date but without prejudice to any rights which have already accrued to either of the parties. 

12.4               Each of the parties shall give notice to the other of the change or alteration of any address of telephone, telex, or similar number at the earliest possible opportunity but in any event within 7 days of such change or alteration.

12.5               Any notice to be served on either of the parties by the other shall be sent by prepaid recorded delivery or registered post to the address of the relevant or by facsimile transmission or by electronic mail and shall be deemed to have been received by the addressee after 72 hours of posting or 24 hours if sent by facsimile transmission or by electronic mail to the correct facsimile number or by electronic mail number of the addressee (with correct answer back).

12.6               Headings contained in this agreement are for reference purposes only and should not be incorporated into this agreement and shall not be deemed to be any indication of the meaning of the clauses to which they relate. 

12.7               The failure by either party to enforce at anytime or for any period any one or more of the terms or conditions of this agreement shall not be a waiver of them or of the right at anytime subsequently to enforce all terms and conditions of this agreement.

12.8               For the avoidance of doubt nothing in this agreement shall confer on any third party, any benefit or the right to enforce the terms of this agreement.