1 INTERPRETATION
1.1 In these conditions:
“Buyer” means the person who accepts a quotation of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller.
“Conditions” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller.
“Contract” means the contract for the purchase and sale of the Goods.
“Goods” means goods (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with these Conditions.
“Seller” means 5es (registered in England under Arkay Cost Reduction Ltd number 3430044) and “Writing” includes communication by electronic means.
1.2 Any reference in these Conditions to any provision of a statue shall be construed as a reference to that provision as amended re-enacted or extended at the relevant time.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.

2. BASIS OF THE SALE
2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of the Seller which is accepted by the Buyer or any order of the Buyer which is accepted by the Seller subject in either case to these Conditions.
2.2 No variation to these Conditions shall be binding unless agreed in Writing between the Buyer and the Seller. The authorised representatives of the Seller shall be the Managing Director of the Seller or another director of the Seller.
2.3 The Seller’s employees or agents are not authorised to make any representations concerning the goods unless confirmed by the Seller in Writing. In entering into the Contract the Buyer acknowledges that it does not rely on and waives any claim for breach of any such representations which are not so confirmed but nothing in this clause shall affect the Seller’s liability for fraudulent misrepresentation.
2.4 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage application or use of the Goods which is not confirmed in Writing by the Seller is followed or acted upon entirely at the Buyer’s own risk and accordingly and without prejudice to clause 8.8.2. of these Condition the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
2.5 Any typographical clerical or other error or omission in any sales literature quotation price list acceptance or offer invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.

3. ORDERS AND SPECIFICATIONS
3.1 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
3.2 The quantity, quality and description of and any specification for the Goods shall be those set out or referred to in the Sellers quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the Seller).
3.3 If the goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer the Buyer shall indemnify the Seller against all lose damage costs and expenses awarded against or incurred by the Seller of any claim for infringement of any patent copyright design trade mark or other industrial or intellectual property rights of any other person which results from the Seller’s use of the Buyer’s specification.
3.4 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory or EU requirements or which do not materially affect their quality or performance.
3.5 No Order may be cancelled by the Buyer except with the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit) costs (including the cost of all labour and materials used) damages changes and expenses incurred by the Seller as a result of cancellation.

4 PRICE OF GOODS
4.1 The price of the Goods shall be the Seller’s quoted price or where no price has been quoted (or a quoted price is no longer valid) the price listed in the Seller’s published price list current at the date of the order.
4.2 All prices quoted are subject to revision by the Seller at date of the order
4.3 The Seller reserves the right by giving notice to the Buyer at any time before delivery to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller such as without limitation any foreign exchange fluctuation alteration of duties a significant increase in the costs of labour materials or other costs of manufacture or any change in delivery dates quantities or specifications for the Goods which is requested by the Buyer or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
4.4 Except as otherwise stated under the terms of any quotation or in any price list of the Seller and unless otherwise agreed in Writing between the Buyer and the Seller all prices are given to the Seller on an ex works basis and where the Seller agreed to deliver and or install the Goods otherwise than at the Seller’s premises the Buyer shall, in addition to the price quoted or otherwise provided to the Buyer, be liable to pay the Seller’s charges for transport packaging installation and insurance.
4.5 The price is exclusive of any applicable value added tax which the Buyer shall be additionally liable to pay to the Seller.
4.6 The cost of pallets and returnable containers will be charged to the Buyer unless they are returned undamaged to the Seller before the due payment date.

5 TERMS OF PAYMENT
5.1 Subject to any special terms agreed in Writing between the Buyer and the Seller the Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after order of the Goods.
5.2 Unless otherwise agreed in writing the Buyer shall pay the price of the Goods in the currency stated in the Contract within thirty days of the date of the sellers invoice and the Seller shall be entitled to the recover the price notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
5.3 If the Buyer fails to make any payment on the due date then without prejudice to any other right or remedy available to the Seller the Seller shall be entitled to:
5.3.1 Cancel the contract and any other contract between the Buyer and the Seller and/or suspend any further deliveries under this or any other contract to the Buyer.
5.3.2 Appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think it fit (notwithstanding any purported appropriation by the Buyer).

6. DELIVERY
6.1 Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or if some other place for delivery is agreed by the Seller by the Seller delivering the Goods to that place.
6.2 Time for delivery shall be of the essence unless previously agreed by the Seller in writing. The goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
6.3 Where the Goods are to be delivered in instalments each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
6.4 If the Seller fails to deliver the Goods for any reason other than any cause beyond the Seller’s reasonable control or the Buyer’s fault, the Seller is accordingly liable to the Buyer. The Seller’s liability shall be limited to the excess (if any) of the (cost to the Buyer (in the cheapest available equivalent market) of obtaining similar goods to replace those not delivered) over the price of the Goods.
6.5 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then without prejudice to any other right or remedy available to the Seller, the Seller may:
6.5.1 Store the goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of the storage or
6.5.2 Sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.

7. RISK AND PROPERTY
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer:
7.1.1 In the case of Goods to be delivered at the Seller’s premises at the time when the Seller notified the Buyer that Goods are available for collection or
7.1.2 In the case of Goods to be delivered otherwise than at the Seller’s premises at the time of delivery or if the Buyer wrongfully fails to take delivery of the Goods.
7.2 Notwithstanding delivery and the passing of risk in the Goods or any other provision of these Conditions the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.
7.3 Until such time as the property in the Goods passes to the Buyer the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee and the shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business but shall account to the Seller for the proceeds of sale or otherwise of the Goods whether tangible or intangible including insurance proceeds and shall keep all such proceeds separate from any monies or property of the Buyer and third parties and in the case of tangible proceeds properly stored, protected and insured.
7.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold) the Seller shall be entitled at the any time to require the Buyer to deliver up the Goods to the Seller and if the Buyer fails to do so forthwith to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller but if the Buyer does so all monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.

8 WARRANTIES AND LIABILITY
8.1 Subject to the conditions set our below the Seller warrants that the goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship at that time.
8.2 The above warranty is given by the Seller subject to the following conditions:
8.2.1 The seller shall be under no liability in respect of any defect in the Goods arising from any drawing design or specification supplied by the Buyer.
8.2.2 The Seller shall be under no liability under the above warranty (or any other warranty condition or guarantee) if total price for the Goods has not been paid in cleared funds by the due date for payment.
8.3 Subject as expressly provided in these conditions and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977) all warranties conditions or other terms implied by the statue or common law are excluded to the fullest extent permitted by law.
8.4 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Buyer are not affected by these Conditions.
8.5 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specifications shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 48 hours from the time and date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused and the Buyer does not notify the Seller accordingly the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contact.
8.6 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet a specification is notified to the Seller in accordance with these Conditions the Seller shall be entitled to replace the Goods (or the part in question) free of charge or at the Seller’s sole discretion refund to the Buyer the price of the Goods (or a proportionate part of the price) but the Seller shall have no further liability to the Buyer.
8.7 Except in respect of death or injury caused by the Seller’s negligence the Seller shall not be liable to the Buyer by reason of any representation or any implied warranty condition or other tern or any duty at common law or under the express terms of the Contract for any loss of profit, indirect, special or consequential compensation whatsoever (and whether caused by the negligence of the Seller its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer and the entire liability of the Seller shall not exceed the price of the goods, except as expressly provided in these conditions and without prejudice to the generality of the foregoing:
8.7.1 The Seller shall not be responsible or liable for the condition or quality of foodstuffs or other produce materials or goods stored or conveyed under or in the Goods.
8.7.2 Any statistical data or other information supplied by the Seller to the Buyer in the form of a representation or otherwise as to the performance of the Goods is supplied for guidance purposes only and should not be relied upon by the Buyer or other users of the Goods and accordingly the Seller accepts no responsibility and shall not be liable for any inaccuracy in such data or other information. The Buyer acknowledges that it has not relied on any such data or such information.
8.7.3 The Seller accepts no responsibility or liability for the failure by the Buyer (or other users of the Goods) to comply with the Seller’s advice or other advice or instructions of the Seller (whether oral or in writing).
8.8 The Seller shall not be liable to the Buyer or deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of the Seller’s obligations in relation to the Goods if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond the Seller’s reasonable control:
8.8.1 Act of God, explosion, flood, tempest, fire, accident or terrorism.
8.8.2 War or threat of war, sabotage, piracy, insurrection, civil disturbance or requisition.
8.8.3 Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority.
8.8.4 Import or export regulations or embargoes.
8.8.5 Strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party).
8.8.6 Difficulties in obtaining raw material, labour, fuel, parts or machinery.

9 INDEMNITY

9.1 Except where the Goods correspond to a specification or instructions provided by the Buyer, if any claim is made against the Buyer that the Goods infringe or that their use or resale infringes the patent copyright design trade mark or other industrial or intellectual property rights of any other person the Seller shall indemnify the Buyer against all loss, damages, costs and expenses awarded against or incurred by the Buyer in connection with the claim or paid or agreed to be paid by the Buyer in settlement of the claim provided that:
9.1.1 The Seller is given full control of any proceedings or negotiations in connection with any such claim.
9.1.2 The Buyer shall give the Seller all reasonable assistance for the purposes of any such proceedings or negotiations.
9.1.3 Except pursuant to a final award the Buyer shall not pay or accept any such claim or compromise any such proceedings without the consent of the Seller (which shall not be unreasonably withheld).
9.1.4 The Buyer shall do nothing which would or might vitiate any policy of insurance or insurance cover which the Buyer may have in relation to such infringement and this indemnity shall not apply to the extent that the Buyer recovers any sums under any such policy or cover (which the Buyer shall use its best endeavours to do).
9.1.5 The Seller shall be entitled to the benefit of and the Buyer shall accordingly account to the Seller for all damages and costs (if any) awarded in favour of the Buyer which are payable by or agreed with the consent of the Buyer (which consent shall not be unreasonably withheld) to be paid by any other party in respect of any such claim and
9.1.6 Without prejudice to any duty of the Buyer at common law the Seller shall be entitled to require the Buyer to take such steps as the Seller may reasonably require to mitigate or reduce any such loss, damages, costs or expenses for which the Seller is liable to indemnify the Buyer under this clause.

10 INSOLVENCY OF BUYER
10.1 This clause applies if:
10.1.1 The Buyer makes any voluntary arrangement 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 (otherwise than for the purposes of amalgamation or reconstruction) or an encumbrancer takes possession or a receiver is appointed of any of the property of assets of the Buyer or
10.1.2 An encumbrancer takes possession or a receiver is appointed of any of the property or assets of the Buyer or
10.1.3 The Buyer ceases or threatens to cease to carry on business or
10.1.4 The Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer
10.2 If this clause applies then without prejudice to any other right or remedy available to the Seller the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the end Buyer and if Goods have been delivered but not paid for the price of such Goods shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contary.

11 Export Terms
11.1 In these Conditions ‘Incoterms’ means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made. Unless the context otherwise requires any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions but if there is any conflict between the provision of Incoterms and these Conditions the latter shall prevail.
11.2 Where the Goods are supplied for export from the United Kingdom the provisions of this clause 11 shall (subject to any special terms agreed in writing between the Buyer and the Seller) apply notwithstanding any other provision of these conditions.
11.3 The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties thereon.
11.4 unless otherwise agreed in Writing between the Buyer and the Seller, the Goods shall be delivered FOB the air or sea port of shipment and the Seller shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.
11.5 The Buyer shall be responsible for arranging for testing and inspection of the Goods at the Seller’s premises before shipment. The Seller shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment or in respect of any damage during transit.
11.6 Payment of all amounts due to the Seller shall be made by irrevocable letter of credit opened by the Buyer in favour of the Seller and confirmed by a bank in England acceptable to the Seller or if the Seller has agreed in Writing on or before acceptance of the Buyer’s order to waive this requirement by acceptance by the Buyer and delivery to the Seller of a bill of exchange drawn on the Buyer payable sixty says after sight to the order of the Seller at such branch of TSB Lloyds in England as may be specified in the bill of exchange.

12 GENERAL
12.1 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
12.2 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
12.3 Any dispute arising under or in connection with Conditions or the sale of the Goods shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party by the President for the time being of the Law Society in England.
12.4 The Contract shall be governed by the laws of England and the Buyer and Seller agree to submit to the Exclusive jurisdiction of the Courts of England.