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1) General Conditions of Sale

These conditions shall be deemed to form part of all agreements from time to time entered into between SPC Coatings Ltd ("the Company") and the Buyer. The agreements, Warranties, conditions, representations and other items set out in the Invoice as hereinafter defined and in these Conditions are together referred to in these Conditions as "the Agreement for Sale" and represent the complete agreement between the Company and Buyer with regard to Goods as hereinafter defined as contain all agreements, warranties, conditions, representations and other terms agreed, made or relied upon by either party in connection with the Goods and any purported variation or exclusion (whether contained in any document of the Buyer or otherwise) shall be of no effect unless accepted by the Company in writing. Non of the Company's catalogue, price lists, quotations and sales literature constitutes an offer made by the Company and no illustrations, weight, measures, specifications or other information set out therein shall be deemed to be part of any contract between the Company and Buyer.

2) Definitions

In these Conditions of Sale "the Company" means SPC Coatings Ltd whose registered office is 40, Minerva Road, London NW10 6HJ; "Invoice" means the Company's invoice; "the Buyer" means the person, firm, or company from whom an order is accepted by the Company; and "Goods" means the goods which are subject of any such order.

3) Prices

The price for the goods shall be subject to alternation without notice and Goods will be Sold at the Company's price current at the date of despatch.
The Buyer shall not be entitled to make any deduction from the price of the goods in respect of any alleged rights of set-off or counter-claim unless both the validity and the amounts thereof have been expressly acknowledged and admitted by the Company in writing.
Unless otherwise stated, the price for the Goods shall be deemed to be exclusive of Value Added Tax at the appropriate rate from time to time in force and, further, shall be deemed to be exclusive of costs of packaging, freight, insurance, delivery charges and all applicable taxes, duties, tariffs and charges of any nature whatsoever imposed in any country or territory, either directly or indirectly, in respect of the sale or supply of Goods or payments from them.
4) Payment

Except as otherwise specified in the Invoice or in this Condition, payment for the Goods shall be made in pounds sterling within 30 days from the last day of the month during which the Company's invoice is issued.
Time for payment of the price for the Goods shall be of the essence of the contract and in the even of any default in making payments as aforesaid and without prejudice to the Company's other rights the Company shall be entitled to charge interest on any outstanding balance at the rate of 2% per month above the Base Rate of Barclays Bank plc from time to time in force and for the period commencing with the day upon which payment should have been made as aforesaid and ending on deliveries and/or to cancel any allowance of further credit in the event of any default by the Buyer under the terms hereof or if the Company in its sole absolute discretion at any time so decides but without imposing on the Company any obligation to give any reason for its decision in the respect.

5) Delivery and Risk

Unless otherwise expressly agreed in writing by the Company all sales are ex works the Company's premises and delivery of the Goods to a carrier shall constitute delivery thereof to the Buyer and thereafter such Goods shall be at the Buyer's risk in all respects.
The Company shall have no liability in respect of goods lost or damaged in transit unless the Buyers or its agent notes such a shortage, loss or damage on the delivery note and gives notice thereof to the Company and the carrier within 4 days of delivery or such shorter period as may be required by the carrier's Conditions of Carriage or in the case of a whole consignment failing to arrive gives notice in writing to the Company within 4 days of receipt of the Company's Invoice or despatch note.
The Company's liability in respect of goods lost or damaged in transit shall be limited to repairing or replacing such Goods.
Despatch or delivery dates are estimated only and the Company shall not be liable for any loss or damage whether direct consequential or otherwise caused by any delay in delivery unless the Buyer shall have stipulated in its order that time shall be of the essence of the Contract and the Company shall have accepted such stipulation in writing.
Unless otherwise agreed in writing, Goods included in each delivery (or part delivery) shall be deemed to be sold under a separate contract. Neither failure on the Company's part to make any delivery (or part delivery) in accordance with the Agreement for Sale nor any claim by the Buyer in respect of such delivery (or part delivery) shall entitle the Buyer to reject the balance (if any) of the Goods ordered by the Buyer.

6) Passing of Property

No property in or title to the Goods shall pass to the Buyer until the Buyer has paid the Company all the monies due to the Company on whatever account until the property has passed as aforesaid the Company shall be entitled to repossess the Goods (or such part thereof) the Buyer shall permit the Company, its employees or agents to enter upon such premises and the Buyer shall pay to the Company the costs of removal and transport of the Goods or any part thereof as aforesaid. Nothing in this condition shall confer any right on the Buyer to return any Goods or to refuse or delay payment for the Goods or shall affect the passing of risk as provided in Condition5 (a).
Unless and until the buyer Fails to pay any amount whatsoever due to the Company or the Company directs the Buyer not to resell any of the Goods sub-condition (a) hereof shall not prevent the Buyer from reselling the Goods in the ordinary course of its business, whether separately or together with any other product or from fixing the goods in or to any other products notwithstanding that the property therein shall not have passed to the Buyer.
In the event of the Buyer committing an act of bankruptcy of having a receiving order made against him or making any arrangement with his creditors or any assignment for the benefit of such creditors or if distress or execution shall be levied or threatened upon any of his property or any judgement against him shall remain unsatisfied for a period of more than Fourteen days or if (the buyer being a company) a petition for compulsory winding-up of the Buyer shall be presented or a receiver appointed, the Company shall be conclusively deemed to Have requested the Buyer to deliver up all the Goods supplied by the Company and which have Not become the Buyer's property under the terms hereof and the Buyer shall no longer be in Possession thereof with the Company's consent.

7) Guarantee

The Company is not manufacturer of the Goods but will give the buyer a guarantee in terms equivalent to the manufacturer's guarantee. Copies are available on request.
The Company shall have no other or further liability in respect of the Goods or any defects therein and all conditions and warranties whether express or implied by law as to the quality of the Goods or their fitness for a particular purpose or otherwise are expressly excluded insofar as any statute provides to the contrary.
Except insofar as any statute provides to the contrary the Company shall have no liability for any information or advice given in connection with the supply or use of the Goods.
The Company shall not be responsible for any injury damage or loss caused directly or indirectly by the Goods whether as a result of their operation or use or otherwise and whether as a result of any defect therein or otherwise and the Buyer shall indemnify the Company from any claims arising from and such injury, damage or loss suffered by any third party.

8) Insurance

The Buyer agrees that it is best to estimate the extent and nature of the insurance cover suitable for its business and property from time to time and can effect at more economic rates than the Company such appropriate insurance cover (including cover against losses, damage, costs, claims and expenses referred to in Condition 7) and the Buyer therefore acknowledges that it is reasonable fro the Company to sell the Goods and their purchase price on the basis of the exclusions and limitations of liability and the indemnity set out in these Conditions. The buyer agrees that it will be responsible for effecting insurance cover as above Mentioned as may be appropriate to its business and property including (but not limited to) any required insurance cover in respect of any loss or damage of whatsoever caused whether by reason of the negligence of the Company or otherwise to premises, plant or other physical property and the Company shall have no liability in respect of any such loss or damage.

9) Force Majeure

The Company will not be liable for any loss or consequential liability or Damage sustained by the Buyer by reason of act of God, War, Riot, Fire, Strike, Lock-out, Governmental control or regulation, abnormal weather conditions, accident, breakdown or any other circumstances beyond the Company's control.

10) Confidential Information

The Buyer shall treat all procedures, instructions, documents and other information of any kind whatsoever supplied by the Company to the buyer as strictly confidential (except to the extent that any such information is available in the public domain) And shall not without the prior written consent of the Company disclose or part with possession of any such documents or information or extracts there from or copies thereof or use any such documents or information otherwise than in connection with the Goods to which they relate.

11) Waiver

The rights of the Company shall not be prejudiced or restricted by any indulgence or forbearance extended to the Buyer and no waiver of any breach shall operate as a waiver of any subsequent breach.

12) Specifications

All specifications and particulars supplied by the Company are approximate only unless otherwise stated and the Company reserves the right to make incidental alternations and modifications without giving notice to the Buyer.

13) Cancellation of Orders

No cancellation or amendment to the Agreement for Sale shall be binding on the Company unless agreed in writing by a person duly authorised on its behalf and on the strict condition that all and any costs and expenses incurred by the Company up to the time of the cancellation or arising out of the amendment and all loss of profits and other loss and damage resulting to the Company by reason of such cancellation or amendment will be reimbursed by the Buyer to the Company forthwith.

14) Legal Construction

The formation, construction and performance of the Agreement for Sale shall be governed by English Law.