1. Interpretation
i) The 'Company' means The Ponts Ltd The 'Purchaser' means the person or firm or company by whom the order is placed The 'Quotation' means the offer submitted with these conditions subject to any amendments by the company The 'Products' means those goods and/or services described in the order and include any part or parts thereof The 'Order' means the order placed be the purchaser for the supply of the products and (if applicable) the work to be done pursuant to the quotation The 'Price' means the price for the supply of the products and (if applicable) the work done pursuant to the quotation and the order The 'Contract' means the contract between the company and the purchaser for the supply by the company to the purchaser of the products and (if applicable) the work to be done pursuant to the quotation and the order
ii) The titles to these conditions are for convenience only and shall not affect the construction or interpretation of these conditions.

2. General
i) It is agreed that the purchaser is not dealing as a consumer as defined by the Unfair Contract Terms Act 1977 and that these conditions are 'fair and reasonable' having regard to the custom and usage of the trade and all other circumstances.
ii) All conditions, guarantees, warranties, terms and undertakings and representations other than those expressly stated herein and/or in the quotation, whether expressed in the order or otherwise, or implied by common law, statute, custom of the trade or otherwise are expressly excluded from the contract and any negotiations, conversations or understandings whether before or after the date of the contract are not to have any effect unless evidenced and agreed by the company in writing.
iii) No addition or variation hereto or to the contract shall be effective unless agreed in writing by the company.
iv) In the event of any conflict or inconsistency between these conditions and the terms of the order, these conditions shall prevail and in the event of any conflict or inconsistency between these conditions and any other conditions these conditions shall prevail.
v) The order or the giving of instructions for the delivery of the products or any other action by the purchaser constituting an acceptance of the contract shall also constitute the acceptance by the purchaser of these conditions in accordance with paragraph 2. iv) hereof and any purported provisions to the contrary are hereby excluded or extinguished.

3. Illustrations
i) All illustrations or descriptive material of any sort issued by the company including drawings, specifications of weight, capacity and dimensions are for information only and shall not form part of the contract and are approximate only and no warranty or guarantee is given for their accuracy.

4. Design
i) The company reserves the right to make at any time such changes in the design, construction, composition, materials, arrangements or equipment as it shall think fit without notifying the purchaser.

5. Samples
i) Some samples of the products are available for inspection at the company's offices. The samples are ex stock at the time of viewing and without guarantee as to colour or dimensions at the time of delivery. The viewing of a sample does not create a sale by sample.

6. Delivery
i) Any estimate of time given for delivery shall run from the date of the contract. Time shall not be of the essence of the contract and the company shall in no case be liable for any loss suffered by any delay in delivery howsoever caused and any delay in delivery by the company shall not be sufficient cause for cancellation or variation of the order by the purchaser.
ii) Unless the price of the product is started to be 'inclusive of delivery' the delivery shall be at the company's premises or at such other premises within the United Kingdom as the company shall specify and if the company gives the purchaser notice that the products are ready for collection but the purchaser fails to collect the products within 7 days of service of that notice, the following provisions shall apply:

a) The company may make arrangements for the storage of the products until they are collected and
b) The purchaser shall reimburse all costs and charges incurred in connection with the storage of the products.

iii) If the company is prevented, hindered or delayed (directly or indirectly) from making delivery of the products or performing or completing any of its obligations by reason of act of God, wars, strikes, lock outs, trade disputes or other industrial action, fires, explosions, break downs, interruption of transport, government or administrative action, delays and delivery to the company of any goods or materials or any cause whatsoever (whether or not of the like nature to those specified above) outside its control, the company shall be under no liability whatsoever to the purchaser and shall be entitled at its option (to be notified to the purchaser in writing) either to cancel the contract or to extend the time of its performance by a period equivalent to that during which the performance by the company has been prevented by the circumstances hereinbefore referred to.
iv) If the products have not been received by the purchaser within 7 days of notification of dispatch by the company or if they have been received but are in damaged condition or if the quantity received differs from the quantity advised by the company as dispatched, the purchaser shall immediately give notice in writing to the company or the relevant facts. If such notice is not received within 7 days of the dispatch by the company the purchaser is deemed to have received and accepted the products and the company will not be liable to the purchaser in respect of any loss or damage suffered and the purchaser shall accept liability as if all the products within that consignment had been received and shall not claim against the company in respect of no or short delivery or damage in transit.
v) The company reserves the right to effect delivery by instalments.

7. Price and Payment
i) The price of the products included in the quotation is ex-works unless stated to be 'inclusive of delivery'. The cost of delivery by 'express service' or to an address outside the United Kingdom mainland is not included. Packing, insurance and other costs, taxes or duties of any kind whatsoever are not included in the prices, included in the quotation and will be added to the price as necessary.
ii) The purchaser shall not be entitled to make any deduction whatsoever from any monies due to the company by way of set off or counter claim or otherwise.
iii) The company is entitled to alter the price by such amount as the company shall think fit in the event of any increase in the cost to the company of manufacturing and supplying the products and (if applicable) doing the work unless a 'fixed price' has been stated in the quotation.
iv) The price is exclusive of value added tax, purchase tax or any other tax or duty which is or may be levied or charged: the amount of such taxes or duties calculated at the rate prevailing at the appropriate date shall be added to the price and the purchaser shall account to the company for such taxes or duties in the same manner as for the price.
v) Payment shall be received not later than the last day of the calendar month following the delivery of the products or part thereof and the dispatch of the company's invoice.
vi) If the purchaser fails to pay any invoice promptly in accordance with the terms hereof, the company may (without prejudice to any other rights the company may have) and even though the property in the products has not passed to the buyer exercise any of the following rights either alone or in any combination: -

a) terminate the contract
b) recover goods already delivered
c) retain all payments already made
d) bring an action against the purchaser for the price and any other monies due under the contract
e) cancel any warranty

vii) If payment of the price or any part thereof is not made as hereinbefore provided, the company shall be entitled to charge interest from the date of invoice on the outstanding amount at the rate of 2% per annum over the minimum lending rate for the time being of Alliance and Leicester Commercial Bank plc such interest being deemed to accrue from day to day from the date of invoice and to continue until payment notwithstanding any judgement.
viii) The company shall be entitled to recover from the purchaser all its legal and other costs and expenses incurred in any court proceedings determined by way of arbitration in the County Court and in which judgement is made in favour of the company notwithstanding that no order for costs is made in those proceedings.

8. Guarantee
i) If after dispatch of any of the company's invoices to the purchaser and during the period of 12 calendar months form the date of such invoice the whole of part of the products delivered is found to be defective as regards satisfactory, quality or description; or is not fit for the purchaser's particular requirements provided that a full written description of such requirements was notified in writing to the company before the date of quotation; or if the purchaser approves that the company had to title to the whole or part of the products or in relation to all or any of the products the company has been negligent then, subject to the provisions hereinafter set out, the company will use its best endeavours to replace the said products within a reasonable time or otherwise make a full or partial allowance to the purchaser of the price y way of credit or refund of sums already paid by the purchaser for the said products and the purchaser agrees to accept such replacement, allowance or refund (if any) in full satisfaction of any claim whatsoever in respect of any such defect or negligence as aforesaid. The said provisions are: -

a) A written complaint shall be received by the company within 14 days after such defect was or ought to have been discovered and in any event within 12 months of the dispatch of the company's invoice.
b) The said products shall, if practicable, be returned carriage paid to the company.
c) The purchaser shall establish to the satisfaction of the company that the said products are in fact defective or that the company has been negligent as aforesaid. If the purchaser fails to establish that the complaint he has made is justified he shall be liable to reimburse the company for the expenses incurred by the company in investigating the complaint.
d) The purchaser shall have paid in full all monies due under the contract and in respect of any other contract between the company and the purchaser.
e) That the purchaser has not, other than with the prior written consent of the company, either by itself or by its employees or contractors repaired or replaced or attempted to repair or replace the said products.
f) If the said products have been installed, maintained and operated other than by the company that such installation, maintenance and operation was properly done.

ii) Provided that in the event of the company being liable to the purchaser as aforesaid or at all then the company's liability to the purchaser shall be limited to the price or the appropriate proportion thereof as aforesaid and the company shall not under any circumstances be under any further liability to the purchaser or to any other party for any damage or consequential loss whether direct or indirect howsoever arising.

9. Transfer of Risk and Ownership
i) The products shall be at the purchaser's risk as from delivery
ii) In spite of delivery having been made the title in the products shall not pass from the company until the purchaser shall have paid the price plus VAT in full, and no other sums whatsoever shall be due from the purchaser to the company.
iii) Until title in the products passes to the purchaser as hereinbefore provided the purchaser shall hold the products and each of them on a fiduciary basis as bailee for the company. The purchaser shall store the goods (at no cost to the company) separately from all other goods in its possession and marked in such a way that they are clearly identified as the company's property.
iv) Notwithstanding that the products (or any of them) remain the property of the company the purchaser may sell or use the products in the ordinary course of the purchaser's business at full market value for the account of the company. Any such sale or dealing shall be a sale or use of the company's property by the purchaser on the purchaser's own behalf and the purchaser shall deal as principle when making such sales or dealings. Until property in the products passes from the company the entire proceeds of sale or otherwise of the products shall be held in trust for the company and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the company's money.
v) The company shall be entitled to recover the price (plus VAT) notwithstanding that property in any of the products has not passed from the company. Until such time as property in the products passes from the company the purchaser shall upon request deliver up such of the products as have not ceased to be in existence or re-sold to the company. If the purchaser fails to do so the company may enter upon any premises, owned, occupied or controlled by the purchaser where the goods are situated and repossesses the products. On making of such request the rights of the purchaser under clause 9
iv) hereof shall cease.
vi) The purchaser shall not pledge or in any way charge by way of security for any indebtedness any of the products which are the property of the company. Without prejudice to the other rights of the company, if the purchaser does so all sums whatever owing by the purchaser to the company shall forthwith become due and payable.
vii) The purchaser shall insure and keep insured the products to the full price against 'all risks' to the reasonable satisfaction of the company until the date that the title in the products passes form the company and shall whenever requested by the company produce a copy of the Policy of Insurance without prejudice to the other rights of the company. If the purchaser fails to do so all sums whatever owing by the purchaser to the company shall forthwith become due and payable.
viii) The purchaser (being a company) shall promptly deliver the prescribed particulars of this Contract to the Registrar in accordance with The Companies Act 1985 part XII as amended. Without prejudice to the other rights of the company if the purchaser fails to do so, all sums whatever owing by the purchaser to the company shall forthwith become due and payable.

10. Cancellation
i) This clause shall apply if: -

a) The purchaser makes any voluntary arrangements with its creditors or becomes subject to an Administration Order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (other than for the purpose of amalgamation of reconstruction).
b) An Encumbrancer takes possession, or a Receiver is appointed, of any of the property or assets of the purchaser or
c) The purchaser ceases or threatens to cease to carry on business or
d) The company reasonably believes that any of the events mentioned above is about to occur in relation to the purchaser and notifies the purchaser accordingly.

ii) If this clause applies then, without prejudice to any other right or remedy available to the company, the company shall be entitled to cancel the contract or suspend any further deliveries under the contract without any liability to the purchaser, and if the products have been delivered but not paid for the price shall immediately become due and payable notwithstanding any previous agreement or arrangement to the contrary.

11. Waiver
i) Failure of the company to enforce at any time or for any period one or more of the terms of conditions of the contract shall not be a waiver of them or the right at any time subsequently to enforce all terms and conditions of the contract.

12. Jurisdiction
i) Any dispute between the parties as to the nature or cause of any defect or failure in the operation or performance of the products (or any equipment in which the products have been installed) shall be referred to a mutually acceptable independent expert ('the Expert') whose decision shall be binding on the parties.
ii) The Expert shall impose such procedural requirements as he thinks reasonable, economical and expeditious and may make such orders as are, in his discretion, required to induce compliance with these procedures.
iii) In making his decision the Expert shall take account of such evidence as he shall think fit save that prior to reaching any decision he shall consider the written submissions of the parties.
iv) The Expert shall decide which of the parties shall bear the costs of the proceedings and in what proportions including his own fees and any normal legal costs incurred by the parties.
v) There shall be deemed to be a dispute where, after 28 days from service by one party on the other of a notice in writing stating it is a 'Notice of Dispute' and incorporating brief details of the nature of the dispute, the matter has not been resolved in correspondence between the parties.
vi) The conditions and the contract shall be subject to and construed in accordance with English Law and in the event of the company making application to the English Courts the purchaser agrees to submit to their jurisdiction.
vii) Save as provided above any dispute under this contract shall at the option of the company be resolved through the courts or be referred to an arbitrator or arbitrators to be appointed by the parties or in the default of an agreement by the President for the time being of the Law Society and the decision of such arbitrator shall be binding on both parties and the submission shall be one within the Arbitration Acts 1950 - 1979 or any statutory modification thereof for the time being in force.