1. Applicability

These conditions are applicable to all our offers and agreements, and are to the exclusion of conditions which the other party may have set or may have declared to be applicable, unless we have explicitly accepted such conditions in writing.

2. Offers

All our offers, etc. are without any obligation and can be withdrawn or altered, as long as we have not confirmed that we agree with the acceptance thereof.

3. Alterations

3.1 Alterations to the contract of sale and deviations from these general conditions are only possible if we are duly notified in writing and if they are accepted by us.

3.2 Any additional costs and damages and/or loss as a result of said alterations are to be borne by the other party.

4. Quality and specifications

4.1 The goods will be delivered according to the description, quality and quantity to be stated in the offer.

4.2 If and in as far as we make available or provide the other party with samples or models, the sample or model concerned is determinative for the agreed quality of the goods to be delivered.

5. Executing orders and delivery dates

5.1 Orders are executed in accordance with the description of the order as given in our order confirmation.

5.2 The risk of goods is transferred to the other party at the time of delivery.

5.3 The delivery dates given by us are approximations only, unless explicitly agreed otherwise.

5.4 The goods to be supplied will be delivered by us or will be despatched to the agreed delivery address or addresses in the way specified in the order or to be agreed at a later date, unless the parties agree otherwise. In that case any additional costs incurred are at the expense of the other party.

5.5 We reserve the right to deliver and invoice the goods ordered in partial deliveries, as well as to have a 10% variation in the quantity of goods delivered.

5.6 Goods despatched by or to us are always at the risk of the other party.

5.7 Disruptions to our business caused by fire, accidents, strikes, lockouts, governmental measures, floods and/or any other natural calamities, illness and non-delivery or delayed delivery of products or required materials by third parties, as well as by other circumstances which disrupt the normal course of business, entitle us to suspend our delivery obligations without any obligation on our part to pay compensation for costs, damage and/or loss or interest.

5.8 In the event that delivery or execution of an order is delayed which is due to the actions of the other party, or for which the other party has to bear the costs according to the law, legal act, or to generally accepted standards, we are entitled to claim part of the total agreed price on the date which would have applied if no delays had arisen, in proportion to the part of the order completed or delivered, plus all costs incurred.

5.9 If we are forced to incur additional cost as a result of the delay referred to in Paragraph 5.8, these costs will be at the expense of the other party.

5.10 The other party indemnifies us from claims by third parties for any damage and/or loss arising from the delay referred to in Paragraph 5.8.

6. Prices

6.1 All prices stated by us are in Pounds Sterling, excluding VAT. Or in US Dollars for other parties based outside of the UK.

6.2 The costs of packaging, transport, and the costs of delivery to the delivery address are at the expense of the other party, unless the parties agree otherwise.

6.3 If after a dissolution, order confirmation or conclusion of a contract of sale, changes arise in the cost-determining factors, also if they are solely the result of changes in exchange rates, we reserve the right to pass on these changes to the other party.

7. Storage

7.1 If, for whatever reason, the other party is unable to take delivery of the goods on the agreed date and the goods are ready to be despatched, we will store the goods to be delivered at the request of the other party, provided that sufficient storage space is available. Storage charges are at the expense of the other party.

7.2 In the event that the goods are stored by us as referred to in Paragraph 1, they will be at the risk of the other party.

8. Payment

8.1 Unless agreed otherwise, payment must take place within fourteen days of the invoice date, without any claims to set off the debt.

8.2 If the payment period is exceeded, the other party will be in default. Our obligation to make additional deliveries is suspended commencing from the date on which the payment term expires, in which case the other party will owe interest amounting to 1.5% a month (or part of a month) on the outstanding amount commencing from said date until the date when payment is made in full.

8.3 All costs both in and out of court are at the expense of the other party. These costs also include the legal costs of employing the services of lawyers, bailiffs and collection agencies, whose costs are set in accordance with the current or standard rates.

8.4 We are entitled, irrespective of the agreed payment conditions, to require sufficient security for payment before making the delivery, and to refuse to execute or to suspend the order, if said security cannot be given.

8.5 The other party, who exercises its right to storage as referred to in Article 7, is still obliged to pay the purchase price on the date referred to in Paragraph 1.

8.6 We are entitled to change or withdraw a credit facility we have granted, and/or refuse to deliver goods, and/or cancel outstanding orders totally or partially, if the other party gives us good reason to believe that its financial circumstances have altered to the extent that it will not be able to fulfil its obligations to us. In any event such a situation will be considered to have occurred if the other party is in arrears with respect to us.

9. Retention of title

All goods delivered by us remain our property, for as long as the other party has not completely fulfilled its payment obligations by virtue of any agreement to deliver goods and/or to carry out all related work, including that which the other party may owe with respect to failing to fulfil such agreements.

10. Complaints

10.1 Complaints with respect to the delivered goods must be submitted in writing within eight days of the date on which the goods are delivered. After the expiry of this period, the delivered goods are considered to have been approved without prejudicing the provisions of the following paragraph of this article.

10.2 The other party will be unable to assert any rights whatsoever, after all or some of the delivered goods have been put into use, treated or processed, resold or made available to third parties, or apparently accepted in any other way.

10.3 Rejected goods must be returned immediately to us in the original packaging at the other party’s expense, unless otherwise agreed. In the event that the complaint is found to be justified, the costs incurred by the other party will be reimbursed and, if reasonably possible, the defective goods will be repaired or replaced.

10.4 Small, reasonably acceptable deviations, including small colour differences, give no grounds for complaint.

10.5 We are never obliged to pay compensation with respect to complaints or defects as referred to in this article.

10.6 Complaints with respect to invoices must be submitted within five days of the invoice being sent by us. After expiry of this period, the invoices are deemed to have been approved.

11. Dissolution

11.1 If the other party fails to make a payment or fails to fulfil any other obligation arising from the contract of sale, we are entitled, without prejudice to the provisions in paragraph 2 and 3 of Article 8 as well as to any obligation of the other party to pay compensation, without judicial intervention, to proceed to full or partial dissolution of the agreement, as well as to repossess the delivered goods belonging to us.

11.2 We also have the aforementioned right to dissolution and repossession if the authorities concerned refuse to issue any import and/or export licences required for the goods to be delivered or delivered goods as well as if the other party is placed under receivership, is being wound up, is declared bankrupt, obtains a provisional suspension of payment, or if an attachment is made against the other party.

11.3 In the event of (partial) dissolution by the other party, the other party is obliged to pay all the costs incurred or to be incurred by us for the execution of the order.

12. Liability

Any liability on our side, arising from non-fulfilment, late fulfilment or incorrect fulfilment of an agreement, is explicitly limited to an amount equal to the amount we have charged or can charge the other party with respect to that agreement. Any subsequent liability is explicitly excluded, in as far as no rules of mandatory law oppose it.

13. Applicable law and competent court

13.1 All our offers and agreements are governed by British law.

13.2 Disputes arising from or connected to an offer or an agreement with other parties will be settled by the competent court according to prevailing law in the United Kingdom. If the other party has no domicile in the United Kingdom, the competent court is the one within whose jurisdiction our registered office is situated.