1)      General

a)  All quotations are made and all orders are accepted subject to the following conditions.  All conditions of the Customer or other conditions whatsoever are excluded from the Contract or any variation thereof, unless expressly accepted by Cooke Brothers Ltd (the Company) in writing.

b)  Quotations shall only be available for acceptance for a maximum period of 30 days from the date thereof and may be withdrawn by the Company within such period at any time by written or oral notice.

c)  If any statement or representation has been made to the Customer, other than in the documents enclosed with the Company’s quotation upon which the Customer relies, the Customer must set out that statement or representation in a document to be attached to or enclosed on the order in which case the Company may clarify the point and submit a new quotation.

2)       Prices

a)   All prices are quoted net delivered within the United Kingdom, subject to the current minimum carriage charge and are subject to fluctuation in the event of any increase in the cost of labour due to National Awards or increase in the cost of materials and overheads, any increase in such costs during the period of production will be added to the quoted price.

b)   In the event of any alteration being required by the Customer in design specification or quantities the Company shall be entitled to make an adjustment of the contract price corresponding to such alteration.

c)   All prices are quoted in UK Sterling and all charges and taxes must be settled in this currency.

3)        Delivery

a)  Time for delivery is given as accurately as possible but is not guaranteed.  The Customer shall have no right to damages or to cancel the order for failure of any cause to meet any delivery time stated.

b)  Date of delivery shall in every case be dependant upon receipt of final instructions or approvals being obtained from the Customer.

c)  The Company will endeavour to comply with reasonable requests by the Customer for postponement of delivery but shall be under no obligation to do so.  Where delivery is postponed otherwise than due by default by the Company the Customer shall pay all costs and expenses including a reasonable charge for storage and transportation occasioned thereby.

d)  Times quoted for delivery refer only to the date of completion of goods at the company’s works.

4)       Risk and title

a) Risk shall pass to the Customer on delivery by the Company or their agents

b)  Title in the goods shall pass to the Customer when payment in full has been made under the contract and the Customer shall permit the servants or agents of the Company to enter on to the Customer’s premises and to repossess the goods at any time prior thereto.

c)  The Customer shall only be at liberty to resell the goods purchased from the Company prior to the passing of title on the understanding that if it does resell the goods then it will hold on trust for the Company so much of the proceeds of the sale received by it under contracts which include any of the goods hereby sold either in the original or altered state as are necessary to discharge payment in full to the Company.

5)       Cancellation & Returns

a)  Cancellation will only be agreed to by the Company on condition that all costs and expenses incurred by the Company up to the time of cancellation and all loss of profits and other loss or damage resulting to the Company by reason of such cancellation will be reimbursed by the Customer to the Company forthwith.

b)  The Company will not accept any request for credit in respect of goods returned, unless authority is granted in writing.  A handling charge of 20 per cent will be made on accepted returns in addition to full carriage costs.  Specially manufactured products will have a handling charge of up to 50 per cent levied against authorised returns.

6)       Terms of Payment

a)  Unless otherwise agreed by the Company in writing the terms of payment for the goods shall be net cash monthly account due and payable on the last day of the month following the month in which the goods are invoiced.

b)  All accounts are payable to the Company’s office at Cooke Brothers Ltd, Northgate, Aldridge, Walsall, West Midlands, WS9 8TL.

c)   In the event of a default in payment by the Customer in accordance with agreed terms the Company shall be entitled without prejudice to any other right or remedy to suspend all further deliveries and to charge interest on any amount outstanding at the rate of 2% per annum above the Bank of England Minimum Lending Rate in force at the relevant time.

7)        Shortages and defects apparent on inspection

a)  The customer shall have no right or claim for shortages or defects apparent on inspection unless:

i)                    the Customer inspects the goods immediately on arrival at its premises; and

ii)                  a written complaint is made to the Company within seven days of receipt of the goods or such shorter period as the Carrier’s conditions may provide specifying the shortage or defect; and

iii)        the Company is given an opportunity to inspect the goods and investigate any complaint before any use is made of the goods.

b)   If a complaint is not made to the Company herein provided then the goods shall be deemed to be in all respects in accordance with the contract and the Customer shall be bound to the contract and the Customer shall be bound to pay for the same accordingly and in such circumstances Condition 8(e) hereof shall not apply.

8)        Guarantee

a)  Subject to the other provisions of these Conditions the conditions and warranties contained in section 12 of the Sale of Goods Act, 1979 are to be implied into this contract.

b)  The Customer shall have no claim or set-off in respect of defects not apparent in inspection at the time of delivery unless:

i)                    a written complaint is made to the Company as soon as the defect is noticed and no use is made of the goods thereafter or alteration made thereto by the Customer before the Company is given an opportunity in accordance with sub-paragraph (d) of this Condition to inspect the goods;

ii)         the complaint is sent within six months of the date of despatch by the Company as specified on the Company’s despatch note.

c)   The Customer shall not be entitled to claim any set-off in respect of any repairs or alterations undertaken by the Customer without the prior specific written consent of the Company nor in respect of any defect arising by reason of fair wear and tear or damage due to misuse.

d)  The Company may within 30 days of receiving such written complaint inspect the goods and the Customer if so required by the Company shall take all steps necessary to enable the Company to do so.

e)  In the event of the condition of the goods being such as might or would (subject to these Terms & Conditions of Sale) entitle the Customer to claim damages, or to repudiate the contract (whether or not the same be apparent on inspection), the Customer shall not then do so but shall first ask the Company to repair or supply satisfactory substitute goods free of cost and within a reasonable time.  If the Company does so repair the goods or supply satisfactory substitute goods the Customer shall be bound to accept such repaired or substitute goods and the Company shall be under no liability in respect of any loss or damage whatsoever arising from the initial delivery of the defective goods or from the delay before the defective goods are repaired or the substitute goods are delivered.

9)       Liability

a)  Under no circumstances whatsoever shall the Company be liable in respect of consequential loss, loss of profits, damage to property or injury to person and the Customer shall fully indemnify the Company from and against all loss, damage, demands, claims, actions and proceedings which are incurred by the Company or threatened, demanded, brought or made against the Company by any person , firm or company or governmental or other authority in respect thereof together with all costs and expenses incurred in relation thereto.

b)  The Company’s liability whether in respect of one claim or the aggregate of various claims arising out of any contract shall not exceed the purchase price payable by the Customer under the Contract.

10)     Jigs, Tools & Dies

a)  All jigs, tools and dies etc. made to meet Customers requirements remain at all times the property of the Company.

b)  Where a Customer pays a contribution toward the cost of the Tools, etc these are for the Customer’s exclusive use for two years.  After 18 months if the tools etc. remain unused for a period of one year, they may be destroyed, or used by the Company to produce products for general sale.

c)   At any time where the Customer’s contribution towards the tool cost is reimbursed to them, the tools etc. then become available for the unrestricted use of the Company.

11)     Confidentiality

a)   All samples, drawings, documents or other information supplied by the Company are supplied on the express understanding that the Customer will not without the written consent of the Company:

i)                    give away, loan or exhibit or sell any such samples, drawings, documents or other information or extract therefrom or copies thereof.

ii)         use them in any way except in connection with the components or service for which they are issued.

12)    Customer’s Drawings

a)  The Customer shall be solely responsible for the accuracy of all drawings, advice and recommendations given to the Company by the Customer either directly (e.g. as part of a main contract document) or indirectly or by the Customer’s own advisers or consultants.  Examination or consideration by the Company of such drawings, advice or recommendations shall in no way limit the Customer’s responsibility hereunder unless the Company specifically agrees in writing to accept responsibility.

b)  The Customer shall indemnify the Company from and against all actions, claims, costs and proceedings which arise due to the manufacture of component to the drawings and specifications of the Customer where such drawings and specifications shall be at fault or where it is alleged that they involve the infringement of a patent, registered design, copyright or design copyright or other exclusive right.

13)     Data

a)  Illustrations and specifications set out in the sales literature of the Company are statements of opinion and are provided for information only and form no part of the contract.

14)    Sub-contractors

a)  The Company shall be entitled to appoint one or more sub-contractors to carry out all or any of its obligations hereunder.

15)     Insolvency

a)  If the Customer shall become bankrupt or insolvent or compound with creditors or proceedings are commenced for the liquidation of the Customer (other than for a voluntary winding up for the purpose of reconstruction or amalgamation) or if a Receiver or Manager is appointed for all or any part of its assets or undertaking the Company 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 the Company.

16)     Force Majeure

a)  The Company shall be under no liability for any delay, loss or damage caused wholly or in part by Act of God, act of terrorism, government restriction condition or control or by reason of any act done or not done pursuant to a trade dispute whether such dispute involves the Company’s servants or not by reason of any other act, matter or thing beyond the reasonable control of the Company.

17)     Waiver

a)  Any failure by the Company to enforce any or all of these conditions shall not be construed as a waiver of any of its rights hereunder.

18)     Legal

a)  Any conflict shall be governed and interpreted exclusively according to the Law of England and shall be subject to the jurisdiction of the English Courts only.

19)    Registration

a)  Cooke Brothers Ltd is registered in England, No. 521209 at Phoenix Drive, Northgate, Aldridge, Walsall, WS9 8TL, England.

b)  VAT Registration No. 100 0253 60