Terms and Conditions

Scullion Enterprise LImited Terms and Conditions:

These terms and conditions override any other communication if in conflict therewith. In these terms and conditions, the following words shall have the following meanings: “the Terms” ­ shall mean these terms and conditions. “the Company” ­ shall mean Scullion Enterprise Limited, No.5837500. “the Goods” ­ shall mean the products or articles which the Company is to supply in accordance with these Terms. “the Buyer” ­ shall mean the corporate entity, firm or person seeking to purchase the Goods from the Company. “Contract” ­ shall mean the contract for the sale and purchase of the Goods.

1. THE CONTRACT 1.1 All orders are placed and accepted by the company only under these Terms. 1.2 These Terms exclude any other terms and conditions inconsistent therewith which the Buyer might seek to impose even if such other terms and conditions may be used in later documents and claim to supersede any terms and conditions inconsistent with them. 1.3 No variation of these Terms is permitted unless accepted by a Director of the Company in writing.

2. PRICE 2.1 The price of the Goods shall be the Company’s quoted price or where no price has been quoted or a quoted price is no longer valid the Company’s list price at the date of delivery of the Goods. All prices quoted are valid for thirty days only or until earlier acceptance by the Buyer after which time they may be altered by the Company without giving notice to the Buyer. All prices are exclusive of VAT. 2.2 Quotations are based on prices applicable to quantities of the Goods specified. In the event of orders being placed for lesser quantities of the Goods the Company shall be entitled to adjust the price of the Goods as ordered to take account of the variation in quantity.

3. PAYMENT 3.1 Payment of all sums payable under these Terms shall be due within thirty days of the date of invoice. 3.2 The Company reserves the right to charge interest at ten per centum per annum above Bank of Scotland Bank base rate from time to time in force on all overdue accounts, such interest being deemed to accrue on a day to day basis from the due date for payment under Clause 3.1 3.3 The Buyer shall not be entitled to withhold payment of any amount payable to the Company by reason of any dispute or claim by the Buyer and in the case of any shortfall in the delivery or delivery of damaged goods shall remain liable to pay the full invoice price of all other goods delivered or available for delivery. 3.4 The Company reserves the right at any time at its discretion to demand security for payment before continuing with or delivering the Goods in satisfaction of any order notwithstanding any subsisting agreement to provide credit to the Buyer. 3.5 The Buyer shall reimburse to the Company the entire cost of representing any cheque or other instrument delivered to it in payment of any sum due by the Buyer. 3.6 Queries on invoices must be received in writing by the Company within twenty-one days from the date of invoice. 3.7 If the Buyer being a company has a petition presented for its winding-up or the appointment of an administrator or passes a resolution for voluntary winding-up otherwise than for the purpose of a bona fide amalgamation or reconstruction or enters a scheme of arrangement or voluntary arrangement compounds or makes any proposal to or enters into any arrangement with its creditors or has a receiver or manager or an administrative receiver appointed of all or any part of its assets or, being an individual has petition presented for his bankruptcy or becomes bankrupt or insolvent or enters into any arrangement with his creditors or makes or has made an application for an interim order in connection with a proposal to creditors for a voluntary arrangement or, commits in either case a material or serious breach of this Contract and in the case of such breach remediable fails to remedy it within seven days of receiving notice to do so, then without limiting any other right or remedy available to the Company, the Company may cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer and all sums owing to the Company on any account shall become due and payable forthwith without requirement of any notice to be given, and further in either case the Buyers power of sale and use in clause 6.4 shall automatically cease.

4. DELIVERY 4.1 Delivery will be deemed to have been effected when the Goods leave the premises of the Company or as the case may be the premises of the suppliers to the Company in circumstances where the Goods are delivered direct from such suppliers to the Buyer. 4.2 Any dates quoted for delivery of Goods are estimates only and time of delivery is not part of the Contract. 4.3 The Company shall not be liable for any loss whatsoever or howsoever arising caused by its non-delivery of the Goods or by the failure to make the Goods ready for collection on the due date for delivery. Notwithstanding that the Company may have delayed or failed to deliver the Goods or any of them promptly the Buyer shall be bound to accept delivery and to pay for the Goods in full provided that delivery shall be tendered at any time within one month of the delivery date. 4.4 The Company reserves the right to make delivery by instalments and to tender a separate invoice in respect of each instalment. 4.5 When delivery of the Goods is agreed to be made in instalments or the Company exercises its right to delivery by instalments under Clause 4.4 hereof or if there is a delay in the delivery of any one or more of the instalments of the Goods for whatever reason this will not entitle the Buyer to treat the Contract as repudiated and or to damages. 4.6 The Buyer shall either themselves or by their duly authorised representative sign the delivery ticket as acknowledgement of delivery provided that on delivery to the address nominated by the Buyer the Company shall be entitled to assume that any signature given is that of such a representative. The Buyer shall notify the Company within three working days of delivery of the Goods as stated on the invoice if the consignment of the Goods delivered is incomplete. Notwithstanding the receipt by the Company of any such notice a clear signature on the carrier’s delivery sheet by such representative shall be deemed to signify receipt of the quantity of Goods indicated on the advice sheet.

5. INSPECTION 5.1 The Buyer shall inspect the Goods on delivery and shall within three working days of delivery notify the Company in writing of any shortages in quantity or failure to comply with description or sample. If the Buyer shall fail to comply with these provisions the Goods shall be conclusively presumed to be in accordance with the Contract and the Buyer shall be deemed to have accepted the Goods. 5.2 In all cases where the Company receives details of such defects or shortages in accordance with Clause 5.1 the Company shall be under no liability in respect thereof unless a reasonable opportunity to inspect the Goods is provided to the Company before any use is made thereof or any alteration or modification is made to the Goods by the Buyer. 5.3 Subject to Clause 5.1 and 5.2 the Company shall make good any shortages in the Goods and where appropriate replace the Goods damaged in transit or otherwise as soon as it is reasonably able to do so but otherwise shall be under no liability whatsoever or howsoever arising for such shortage or damage.

6. TITLE AND RISK 6.1 Risk in the Goods shall pass to the Buyer when the Goods are delivered to or collected by the Buyer or its agent. 6.2 The ownership of the Goods sold by the Company to the Buyer shall remain with the Company until the Buyer has paid the price plus VAT in full for those Goods. 6.3 For the purpose of these terms all liquidated sums owed by the Buyer to the Company on any account or grounds whatsoever shall be deemed to form part of the said price. 6.4 The Buyer is licensed by the Company to use or to agree to sell the Goods delivered to the Buyer subject to the express condition that the entire proceeds of any sale are held in trust for the Company and are not mixed with other monies or paid into an overdrawn bank account and shall at all times in identifiable as the company’s money. 6.5 Until title of the Goods passes to the Buyer in accordance with Clause 6.2: 6.5.1 The Buyer will hold the Goods and each of them on a fiduciary basis as bailee for the Company. 6.5.2 The Goods shall subject to Clause 6.4 be kept separate and distinct from all other property of the Buyer and of third parties and in good and substantial repair and condition and be stored in such a way as to be clearly identifiable as belonging to the Company and the Buyer will not allow any interference with any identification marks or serial number on the Goods. 6.5.3 Without prejudice to any other rights the Company may at any time revoke the power of sale and use contained in Clause 6.4 by notice to the Buyer if the Buyer is in default for longer than fourteen days in the payment of any sum whatsoever due to the Company whether in respect of the Goods or any other Goods supplied at any time by it to the Buyer or if the Company has bona fide doubts as to the solvency of the Buyer. 6.6 Until such time as property in the Goods passes from the Company to the Buyer, the Buyer shall place any of the Goods in its possession or under its control and unsold at the disposal of the Company and the Company by its servants or agents shall be entitled to enter upon any premises of the Buyer or any premises under the Buyer’s control or to which the Buyer has a right of access for the purpose of inspection, repossession and removal of such Goods at any time. 6.7 The Company shall at any time be entitled to appropriate any payment made by the Buyer in respect of any goods in settlement of such invoices or accounts in respect of such goods as the Company may in its absolute discretion think fit notwithstanding any purported appropriation to the contrary by the Buyer.

7. WARRANTY 7.1 The Company warrants that it has title to and the unencumbered right to sell the Goods. 7.2 Subject to Clause 8.2.5 no representation or warranty is given as to the suitability or fitness of the Goods for any or any particular purpose and the Buyer shall satisfy itself in this respect and shall be totally responsible therefore.

8. LIABILITY 8.1 Introduction 8.1.1 Nothing in Clause 8 shall be deemed to exclude or restrict the Company’s liability for death or personal injury resulting from the Company’s negligence. 8.1.2 Each of the sub-clauses in Clause 8 is to be treated as separate and independent and capable of severance. 8.1.3 The Company is willing to undertake the additional liability to that provided by this clause if a higher selling price for the Goods is agreed in accordance with Clause 8.4 8.2 Exclusion 8.2.1 8.1.1 Clause 8.2 only covers defects in goods supplied caused by faulty design manufacture or workmanship. It does not cover defects caused by abnormal use misuse or neglect by the Buyer including UV damage from long term exposure to sunlight. 8.2.2 The Company agrees that if any defect covered by Clause 8.2.1 is discovered the Company will in its absolute discretion either: Repair the Goods at its own expense or; Replace the Goods or; Refund the purchase price of the Goods. 8.2.3 The Buyer cannot claim the benefit of this clause unless: The defect is discovered during the period of its working life which shall be at the absolute discretion of the Company; The Buyer informs the Company of the relevant defect in writing within three working days of its discovery; The Buyer returns the Goods to the Company at its own expense. 8.2.4 The risk of accidental loss whilst the Goods are being returned will be borne by the Buyer. 8.2.5 Subject as expressly provided in these Terms and subject to the right of a Buyer dealing as a consumer within the meaning of the Unfair Contract Terms Act 1977 no other terms, whether conditions, warranties or innominate terms, implied by statute or common law, shall for part of this Contract and are excluded to the fullest extent permitted by law. 8.3 Exclusion of consequential loss The Company shall not be liable for any consequential loss or indirect loss and/or expense suffered by the Buyer or any customer of or purchaser from the Buyer (for which the Buyer shall hold the Company fully and effectually indemnified) arising out of a breach by the Company of this Contract or tort or any other way (including loss arising form the Company’s negligence). Non-exhaustive illustrations of consequential or indirect loss would be: Loss of profit Loss of contracts Damage to property of the Buyer or anyone else, and Personal injury to the Buyer or anyone else (except so far as such injury is attributable to the Company’s negligence). 8.4 Limitation Without prejudice to any other provision in these Terms in any event the Company’s total liability for any one claim or for the total of all claims arising form any one act or default for the Company (whether arising from the Company’s negligence or otherwise) shall not exceed the contract price of the Goods

9. FORCE MAJEURE The Company shall not be liable for any failure to deliver the goods arising from circumstances outside its reasonable control including without limitation an Act of God, war, riot, explosion, abnormal weather conditions, fire, flood, strikes, lockouts, acts, restrictions, bye laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, accidents and shortage of materials, labour or manufacturing facilities.

10. NOTICES Any notice to be given hereunder shall be in writing and shall be deemed to have been duly given if sent or delivered to the party concerned at its address specified overleaf or such other address as that party may form time to time notify in writing and shall be deemed to have been served, if sent by post, forty-eight hours after posting.

11. PROPER LAW AND JURISDICTION The Contract shall be governed by and construed in accordance with English law and all disputes arising in connection with the Contract shall be submitted to the jurisdiction of the English Courts.

12. HEADINGS The headings of these Terms are for convenience only and shall have no effect on the interpretation thereof.

13. SEVERANCE If any provision of the Contract shall be void or unenforceable in whole or in part, the remaining provisions and the remainder of the provision affected shall remain in full force and effect.

SUMMARY:

You understand and agree that the owners of this site shall not be liable for any direct, indirect, incidental, consequential or exemplary damages, including but not limited to, damages for loss of profits, data or other intangible losses (even if the owners of this site have been advised of the possibility of such damages), resulting from the use or the inability to use the product(s) and or service(s) or any misuse of the product(s) and or service(s) in a manner not in accordance with their intended use.