TERMS AND CONDITIONS

1.These terms and conditions shall apply in respect of your order for the goods and/or services specified overleaf which will be deemed accepted by us on dispatch of the goods and/or commencement of the services. Except to the extent that these terms and conditions and any relevant quotations are varied by mutual consent in writing by an authorised representative of both parties (in our case a director) they shall constitute the entire agreement between us and shall prevail over your own terms and conditions.

2.You agree that in entering into this agreement, you shall not rely on any representation, understanding or statement contained in any brochure, price list or sales literature or any other representation, (whether oral or in writing,) which is not included or referred to in these terms and conditions.

3.Unless otherwise confirmed by us in writing the quality quantity and description of the goods and/or services shall be as set out overleaf. You shall be responsible for ensuring that the terms of the order are accurate and complete.

4.Where we are to supply goods and/or services to a specification supplied by you, you shall deliver to us all the necessary information (including details of any design or plan) in sufficient time to enable us to supply the goods and/or provide the services by any dates estimated for delivery of the goods or performance of the services and you shall indemnify us against all losses, expenses, damages and costs incurred by us as a result of our use of any design or plan supplied by you including (but not limited to) those incurred by us in respect of any claim by a third party for infringement of any patent, copyright, design, trademark or other industrial or intellectual property right or for negligence, whether in respect of personal injury or death or otherwise.

5.The goods we supply must be fitted to the machine and operated in accordance with the relevant fitting and operational procedures either notified to you directly (whether orally or in writing) or made available on request. All fitting and use of our goods must be carried out by competent machine operators. You are expected to ensure that relevant Health and Safety guidelines are followed at all times. Where relevant we may provide training and/or carry out fitting of the goods to the machine at your request. The date and the time of the training will be confirmed separately in writing. Where you request our representative either during training or otherwise to fit the goods to the machine and/or demonstrate use you do so at your own risk and we refer you to the provisions of clause 17 and the disclosure contained at the bottom of these terms and conditions.

6.The price payable by you for the goods and/or services shall be the price set out overleaf. Any quotes we send you are only valid for 90 days unless otherwise specifically agreed in writing, but we may withdraw any quote at any time before it is accepted by you, in which case we shall inform you in writing.

7.We may at anytime before delivery of the goods to you and/or before we start work on your behalf, increase the price of the goods and/or services to reflect any reasonable increase in our costs which is beyond our control or which is caused by any change to estimated delivery dates, quantities or specifications requested by you or any delay caused by you or charge you for our out of pocket expenses which we reasonably incur and we shall on your request supply you with evidence of payment of such expenses.

8.Unless otherwise confirmed by us in writing, all prices given are exclusive of Value Added Tax, duties, insurance, carriage, set off or abatement.

9.We shall invoice you for the price of the goods on or at anytime after delivery and shall invoice you for the price of the services at any time after the work to be done is completed. Where we supply you with both goods and services we may invoice you separately for each.

10.Where we are unable to carry out fitting of the goods on an agreed date due to the machine being unavailable or you have failed to comply with any special fitting terms specified overleaf such as payment on arrival we reserve the right to charge you our standard cancellation fee not exceeding £250 plus VAT to cover our wasted administration and time costs.

11.You shall pay the price in full and in cleared funds within 30 days of the invoice date, subject to a suitable credit limit being available. At our discretion we may request that up to 100% of the price plus VAT and delivery costs be paid prior to delivery where such a request is made delivery will not take place until we have received cleared funds equal to the amount requested. Unless otherwise confirmed by us in writing, all prices given are exclusive of Value Added Tax, duties, insurance, carriage, set off or abatement.

12.You shall not be entitled to deduct any amount from the price by way of set off or counterclaim or for any other reason unless we have agreed the amount of any such deduction in writing.

13.If you do not pay the price set out in our invoice in full and in cleared funds within 30 days of its date then, in addition to our other rights, we shall be entitled to bring an action against you for the price (even if property in the goods has not passed to you) and/or cancel the agreement between us and/or suspend any further deliveries to you and/or charge you interest on the outstanding amount at the rate of 4% per annum above the base rate of Barclays Bank Plc calculated on a daily basis and this rate shall apply both before and after the issue of any legal proceedings we may take against you to recover any unpaid amount.

14.Delivery of the goods shall take place at the address set out overleaf. The date for delivery indicated overleaf is an estimate only and is not of the essence.

15.You shall be responsible for inspecting the goods on delivery for apparent defects. If following inspection you discover any defects you should notify us or our representative at the earliest opportunity and in any event no later than 7 days from delivery. All goods complained of shall be returned to us at your cost and we shall replace the faulty goods and refund your cost of return carriage provided that you have given us (1) sufficient details of the defect complained of and (2) our inspection confirms your defect.

16.If you do not accept the goods for any reason other than as set out above or delivery is unreasonably delayed we will store them at your expense until delivery is accepted and you will remain liable for the price. We will not be liable for any damage to the goods while they are in storage or transit.

17.Our goods are designed with cab protection in mind. While we consult with the manufacturers from time to time we do not provide any guarantee that our goods have been approved by the manufacturers and/or do not invalidate any warranty given by the manufacturer when fitted to the machine. Where you have specific requirements relating to the fitting of our goods you must bring these immediately to our attention. We reserve the right, without deduction of price to refuse to fit the goods and/or demonstrate their operation during training or otherwise if in our reasonable opinion such fitting or demonstration is unsafe and/or inappropriate in the circumstances.

18.Risk in the goods will pass to you on delivery. Title in any goods supplied by us to you shall not pass to you until we have received all sums due to us.

19.Until ownership of the goods has passed to you, you will hold the goods on a fiduciary basis as our bailee and keep them separately and marked clearly as belonging to us. We reserve the right to enter your premises and you shall grant us access to recover any goods supplied by us to you if payment is not made on the due date.

20.Until such time as all sums owing to us have been paid in full and in cleared funds you shall only be entitled to sell the goods as our agent in the ordinary course of your business and provided that they comply with any relevant terms implied by statute. You shall not have any authority to bind us to any contractual relationship with any third party and you shall hold all the proceeds of sale in a separate bank account and shall on request provide us with details of the account. You shall at our request assign to us any claim you have in respect of the goods against any third parry to whom you sell the goods under the provisions of this clause

21.Until all sums owing to us have been paid in full and in cleared funds you shall properly store, protect and insure the goods against loss or damage and in the event of a relevant claim shall hold the proceeds of such insurance on our behalf as our trustees.

22.If you have not paid in cleared funds any invoice within 30 days of the date of that invoice, or if a receiver, administrator or liquidator is appointed in respect of your business, your right to possession of the goods shall end and we shall be entitled to terminate the agreement and you shall at your expense make the goods available to us and allow us to repossess them and in such circumstances you hereby grant us, our agents and employees an irrevocable licence to enter at any time any premises where the goods are stored to enable us to repossess or inspect them.

23.We hereby warrant that all services will be performed with all due skill and care and in accordance with our training manual and for a period of 6 months from the date of delivery that the goods we supply will be free from defects and conform to their specification and by way of remedy in respect of the goods shall at our option either (1) repair or (2) replace or (3) offer a full or partial refund and in respect of the services shall at our option (4) any combination and by way of remedy in respect of the services at our option either (1) re-perform the whole or part of the services complained of or (2) offer a full or partial refund (3) any combination PROVIDED THAT

a. the defect complained of is not due to a fault with the specification provided by you

b. the goods have been properly maintained and fitted in accordance with our recommendations

c. you notify us within 14 days of discovery of the defect

d. any goods alleged to be defective have been stored in a secure place and made available to us for inspection on our request

e. no attempt by any third party or you has been made to remedy the defect

24.Except in respect of death or personal injury caused by our negligence we shall not be liable to you by reason of any representation (unless fraudulent) or any implied warranty, condition or other term or any duty at common law or under the express terms of this agreement for any loss of profit or any indirect or consequential loss, loss of goodwill, any destruction of data, damage, costs or expenses whether or not such losses were in the contemplation of the parties and at the date of this contract, which arise out of or in connection with the provision of the goods by us to you.

25.Our entire liability under these terms and conditions shall be limited to the warranty set out above and shall not in any event exceed the price paid by you. This limitations and exclusions contained herein allow us to provide the goods and/or the services to you at the price. If you require us to accept greater liability we may be prepared to do so subject to an agreement to an additional charge to reflect the increased risk and cost of insurance to us.

26.You agree to indemnify and hold us harmless for all liabilities, loss, claims and expenses that may arise from any breach of these terms and conditions by you, including any third party liabilities incurred by us.

27.We shall not be liable to you or deemed to be in breach of this agreement for any delay in performing, or failure to perform any of our obligations in respect of the supply of the goods, if the delay or failure is due to any cause beyond our reasonable control including without limitation any action by a third party supplier.

28.Any notice required to be given by either of us to the other shall be in writing addressed and posted first class to the relevant party's registered office or principal place of business and shall be effective on the third day of posting.

29.No waiver by us of a breach of any provision in these terms and conditions by you shall be considered as a waiver of any subsequent breach of the same or any other provisions.

30.Where the goods and/or services are provided to you in instalments each individual instalment of the goods and/or services shall constitute a separate contract and our failure to provide any one or more of the instalments in accordance with these terms and conditions or any claim by you in respect of any one or more instalment shall not entitle you to terminate the contract as a whole.

31.If any provision of these terms and conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions and the remainder of the provision in question shall not be affected.

32.We may terminate the Agreement without penalty or compensation between us immediately if you become unable to pay your debts or enter into compulsory or voluntary liquidation (other than for the purpose of affecting a reconstruction or amalgamation in such manner that the company resulting from such reconstruction or amalgamation if a different entity shall agree be bound by and assume your obligations under these terms and conditions) or if you compound with or convene a meeting of your creditors or have a receiver or manager or an administrator appointed of your assets or cease for any reason to carry on business or take or suffer similar action which in our opinion means that you may be unable to pay your debts.

33.The Contracts (Rights of Third Parties) Act 1999 shall not apply to these terms and conditions.

34.These terms and conditions shall be governed by the laws of England and Wales and subject to the exclusive jurisdiction of the English courts.

Disclaimer

Our products are designed with cab protection in mind. On occasions the design of our goods may require them to be fitted to the cab by drilling holes into the machine to attach the bracket(S) and/or storage basket. We do not accept any liability for damage to your machine and/or the invalidation of any manufacturers warranty in carrying out this procedure. If you would prefer us not to drill your machine you must immediately notify us prior to your acceptance of the order. In these circumstances your order will be cancelled and the goods will not be dispatched.