Euro Pipe Services LTD

1. General

i) These terms will govern sales by us unless we expressly agree in writing to any other variation.

ii) A contract is not made between ourselves and a buyer until we have accepted his order whether resulting from a quotation of our goods or not) in writing.

iii) Goods quoted ex-stock are subject to availability.

2. Prices

i) Prices are subject to alteration without notice, and the price ruling at the date or despatch of goods will be the contract price.

ii) All goods under the value of £1000 net value excluding VAT will incur delivery charges at cost, prices based on UK haulage rates.

iii.) All goods over the value of £1000 net value excluding VAT will be free of carriage charge.

3. Payment

i) Payment, must unless otherwise agreed, in writing, be made to us not later than the end of the month next following that in which the goods are invoiced.

ii) If payment is overdue, interest on the sum concerned will be at 2% over bank base rate for the time being in force.

iii) Credit terms granted may be withdrawn by us at any time, without notice.

iv) If, for any reasons for late payment or otherwise, we consider that a buyer’s creditworthyness is impaired, we may at our own absolute discretion and without prejudice to our right against the buyer suspend performance of our own obligations under the contract or treat the contract as repudiated by the buyer.

v) Goods will be invoiced when dispatched.

vi) Whengoodsaretobedeliveredininstalments each instalment will rank as a separate contract, and payment is to be made accordingly. A defect in any delivery instalment shall not entitle the buyer to suspend, reduce or refuse to make payment in respect of any other instalment.

4. Cancellation

i) Contracts and orders may only be cancelled with our written consent.

5. Prices

i) Delivery dates quoted are estimated only. We will make every effort to keep to them, but we accept no liability for any financial or any other loss or damage (whether direct or undirect) if delivery is delayed, nor shall any such delay entitle the buyer not to accept and pay for the goods when they are delivered.

ii) The risk in the goods will pass to the buyer when they are loaded on to the transport (or are off- loaded at their destination, if we are the carrier). It is the buyers responsibility to provide facilities for the safe off-loading of goods. The buyer is to provide, free of charge, the labour necessary for unloading and stacking. Where goods are accepted by the employees of other contractors working on site, the goods will be deemed to have been accepted by the buyer.

iii) Any claim for damage, shortage or loss in transit will not be considered unless:

b.) Loss or non-delivery is notified to us and the carrier (if any) within fourteen days of the advised date of despatch.

iv) Items may be sent by post at our discretion and packaging and postage will be charged extra.

6. Guarantee: Extent of Liability

i) We guarantee goods against defective workmanship and materials for a period of six months from the date of delivery. We will at our option repair or replace, free of charge, goods which are shown to have been so defective (provided always that the goods have not been subject to undue wear and tear, accident, alteration or missuse or have been used or applied other than in accordance with approved trade standards).

ii) Represents the full extent of our liability in respect of the supply of the defective goods or other breach of our obligations under this contract, and is in place of any liability (including liability for negligence other than negligence resulting in death or personal injury) that would otherwise apply by operation of common law, Statute trade usage. In case of proven faulty goods being supplied, our liability will be limited to paying the cost of carriage for the return of goods from the place of delivery in Great Britain and the supply of new goods free of charge to the same place of delivery. We accept no responsibility for the cost of installation of goods supplied in replacement, or of any other consequential expenses incurred.

iii) The buyer is solely responsible for ensuring that goods from us are fit for any particular purpose, and no warranty or condition of fitness for any other purpose is given or is to be implied in these terms. iv) Nothing herein contained shall operate to exclude any warranty or condition implied by the sale of goods act 1079 where the buyer deals as a consumer as defined by section 12 of the Unfair Contract Terms Act 1977.

7. Ownership of Goods

i) The goods shall remain our sole and absolute property as legal and equitable owner until such time as the buyer shall have paid to us the agreed price together with (except where the goods have been delivered to Scotland) the full price of any other goods the subject of contract with us.

ii) The buyer acknowledges that until such time the property in goods passes to the buyer he is in possession of the goods as bailee for ourselves.

iii) Until payment due under all contracts between the buyer and ourselves has been made in full. In the event of sale of the goods by the buyer:

a) we shall be entitled to trace al products of sale received by the buyer through any bank or other account maintained by the buyer; and

b) they shall if requested by us in writing to do so assign its rights to recover the selling price of the goods from the third parties concerned.

c) We may for the purpose of recovery of our goods enter upon any premises where they are stored or where they are reasonably thought to be stored and may repossess the same.

8. Returns

Subject to our prior agreement the following conditions will apply:

a) Items normally stocked by us will be credited or exchanged, subject to a restocking charge, if returned to us carriage paid in good condition. The invoice number must be shown.

b) Additional charges will be made for any cleaning and recoating which may be necessary.

c) Goods made specifically to customer’s requirements cannot be accepted for credit.

9. Industrial Property Rights: Confidentiality

i) If goods, supplied by us to the buyer’s design or specifications, infringe or are alleged to infringe any patent or registered design rights or copyright the buyer will indemnify us against all damages, costs and expenses incurred by us as a result of the infringement or allegation.

ii) All drawings, designs, specifications and the like which we supply in connection with a quotation or order remain our property and are confidential; they must not be disclosed to any third party without our permission.

10. Descriptions

i) Descriptions and illustrations of goods in our publicity material, price lists and the like, are approximate and for general guidance only; neither they nor representatives made by any of our employees or agents form part of any contract between ourselves and the buyer.

ii) We reserve the right to make changes, without notice, in the specification and design of the goods.

11. Patterns and Technical Assistance

i) Any advice or technical assistance given by us regarding the installation, use or performance of goods supplied by us must be accepted as being given in good faith to the best of our knowledge but without liability on our part.

12. Lien

The buyer acknowledges that we shall have lien on patterns and/or any other property which is in our possession for all money due to us for goods supplied under these terms or other changes or expenses in connection with such goods or property, and shall also have general lien on all such property for any money due to us from the buyer or other owners of the property upon any account whatsoever and in case lien is not satisfied by payment of such monies within 14 days from the date upon which we shall first give notice to the buyer or to the owner of the property requiring payment of such money, we may without further notice to the buyer or such owner sell the goods by auction or otherwise as we shall, think fit, and apply any proceeds of sale thereof towards the payment of any such monies owed by the buyer to us.

13. Insolvency

If the buyer shall become bankrupt or insolvency or compound with creditors, or in the event of a resolution being passed or proceedings being commended for the winding up of the buyer, or if a receiver or manager is appointed of the whole or any part of its assets or undertaking, we shall be entitled to cancel the contract in whole or in part by notice in writing without prejudice to any right or remedy accrued or accruing to us.

14. Force Majeure

We shall be under no liability for any delay in carrying out, or for the non-performance of any of our obligations caused by any circumstances (including but not limited to, war, riot, accident, fire, storm, flood, inclement weather, industrial dispute, and supplies or labour shortages) beyond our direct and reasonable control.

15. Law and Jurisdiction

These terms shall in all respects be constructed and have effect according to English Law, and the parties agree to submit to the jurisdiction of the English Courts.

a)damage or shortage is notified in writing to us and the carrier (if any) within three days after the date of delivery; and

b)loss or non-delivery is notified to us and the carrier (if any) within fourteen days of the advised date of despatch.