Terms & Conditions of Sales

Terms and Conditions

Application and Entire Agreement

1. These Terms and Conditions apply to the provision of the services detailed in our quotation
   (“Services”) by Belmey Industrial Supplies Ltd, a company registered in England and Wales under
   number 3056649, whose registered office is Churchgate House, Church Road, Whitchurch, Cardiff,
   CF4 2DX.
2. You are deemed to have accepted these Terms and Conditions when you accept our quotation or
   from the date of performance of the Services, whichever happens earlier. These Terms and
   Conditions and our quotation (“the Contract”) constitute the entire agreement between us.
3. You acknowledge that you have not relied on any statement, promise or representation made or
   given by or on our behalf. These conditions apply to the Contract to the exclusion of any other
   terms that you try to impose or incorporate, or which are implied by trade, custom, practice or
   course of dealing.

Interpretation

4. A “business day” means any day other than a Saturday, Sunday or bank holiday.
5. The headings in these Terms and Conditions are for convenience only and do not affect their
   interpretation.
6. Words imparting the singular number shall include the plural and vice versa.

Services

7. The description of the Goods is set out in our sales documentation unless expressly changed
   in our quotation. In accepting the quotation, you acknowledge that you have not relied upon any
   statement, promise or other representations about the Goods made by us. Descriptions of the
   Goods set out in our sales documentation are intended as a guide only.
8. We can make any changes to the specification of the Goods which are required to conform to any
   applicable safety, statutory or regulatory requirements.

Price

9. The price (“Price”) of the Goods is set out in our quotation current at the date of your order,
   or such other price as we may agree in writing.
10. If the cost of the Goods to us increases due to any factor beyond our control, including but
    not limited to material costs, labour costs, alteration of exchange rates or duties, or changes
    to delivery rates, we can increase the Price prior to delivery.
11. Any increase in the Price under the clause above will only take place after we have informed
    you and discussed the situation with you.
12. The Price is exclusive of fees for packaging and transportation or delivery, if applicable.
13. The Price is exclusive of any applicable VAT and other taxes or levies which are imposed or
    charged by any competent authority.

Cancellation and Alteration

14. Details of the Goods as described in the clause above (“Goods”) and set out in our sales
    documentation are subject to alteration without notice and are not a contractual offer to sell
    Goods which is capable of acceptance.
15. The quotation, including any non-standard price negotiated in accordance with the clause on
    Price above, is valid for a period of 30 days only from the date shown in it, unless expressly
    withdrawn by us at an earlier time.
16. Either of us can cancel the order for any reason prior to your acceptance or rejection of the
    quotation.
17. We will invoice you for the Price either:
    1. On or at any time after delivery of the Goods; or
    2. Where the Goods are to be collected by you, or where you wrongfully do not take delivery
       of the Goods, at any time after we have notified you that the Goods are ready for
       collection or we have tried to deliver them.
18. You must pay the Price within 45 days EOM of the date of our invoice, or according to any
    credit terms otherwise agreed in writing between us.
19. You must make payment even if title in the Goods has not passed to you.
20. If you do not pay within the period set out above, we will suspend further deliveries to you.
    Without limiting any of our other rights or remedies for statutory interest, we will charge
    interest on the outstanding amount at a rate of 5% per annum above the Bank of England base
    rate until you pay in full.
21. Time for payment will be of the essence of the Contract between us and you.
22. All payments must be made in GBP Sterling unless otherwise agreed in writing between us.
23. Both parties must pay all amounts due under these Terms and Conditions in full, without any
    deduction or withholding except as required by law. Neither party is entitled to assert any
    credit, set-off or counterclaim against the other to justify withholding payment of any amount
    in whole or in part.

Delivery

24. We will arrange for delivery of the Goods to the address specified in the quotation, or to
    another location agreed by us in writing.
25. If you do not specify a delivery address, or if we both agree, you must collect the Goods from
    our premises.
26. Subject to the specific terms of any special delivery service, delivery can take place at any
    time of day and must be accepted between 8:30 a.m. and 5:00 p.m. Monday to Thursday, and
    between 8:30 a.m. and 3:00 p.m. on Fridays.
27. If you do not take delivery of the Goods, we may, at our discretion and without prejudice to
    any other rights:
    1. Store or arrange for the storage of the Goods and charge you for all associated costs and
       expenses, including but not limited to transportation, storage and insurance; and/or
    2. Make arrangements for redelivery of the Goods and charge you for the cost of such
       redelivery and/or Goods.
28. If redelivery is not possible as set out above, you must collect the Goods from our premises
    and will be notified of this. We can charge you for all associated costs, including but not
    limited to storage and insurance.
29. Any dates quoted for delivery are approximate only and time of delivery is not of the essence.
    We will not be liable for any delay in delivery caused by circumstances beyond our control or
    by your failure to provide us with adequate delivery instructions or any other instructions
    relevant to the supply of the Goods.
30. We can deliver the Goods by instalments, which will be invoiced and paid for separately. Each
    instalment is a separate contract. Any delay in delivery or defect in an instalment will not
    entitle you to cancel any other instalments.

Inspection and Acceptance of Goods

31. You must inspect the Goods on delivery or collection.
32. If you identify any damage, shortages or defects, you must inform us in writing within seven
    days of delivery and provide details.
33. Unless otherwise agreed, we will only accept returned Goods if we are satisfied that those
    Goods are defective and, if required, have carried out an inspection.
34. Subject to your compliance with this clause and/or our agreement, you may return the Goods and
    we will, as appropriate, repair, replace or refund the Goods or part of them.
35. We will be under no liability or further obligation in relation to the Goods if:
    1. You fail to provide notice as set out above; and/or
    2. You make any further use of the Goods after giving notice under the clause above relating
       to damage and shortages; and/or
    3. The defect arises because you did not follow our oral or written instructions about the
       storage, commissioning, installation, use or maintenance of the Goods; and/or
    4. The defect arises from normal wear and tear of the Goods; and/or
    5. The defect arises from misuse or alteration of the Goods, negligence, wilful damage or any
       other act by you, your employees, agents or any third parties.
36. You bear the risk and cost of returning the Goods.
37. Risk in the Goods will pass to you on completion of delivery.
38. Title to the Goods will not pass to you until we have received payment in full, in cash or
    cleared funds, for:
    1. The Goods; and/or
    2. Any other Goods or Services supplied to you for which payment has become due.
39. Until title to the Goods has passed to you, you must:
    1. Hold the Goods on a fiduciary basis as our bailee; and/or
    2. Store the Goods separately and not remove, deface or obscure any identifying mark or
       packaging on or relating to the Goods; and/or
    3. Keep the Goods in satisfactory condition and insured against all risks for their full price
       from the date of delivery.
40. As long as the Goods have not been resold or irreversibly incorporated into another product,
    and without limiting any other right or remedy we may have, we can at any time ask you to
    deliver up the Goods. If you fail to do so promptly, we may enter any of your premises, or the
    premises of any third party where the Goods are stored, to recover them.

Termination

41. We can terminate the sale of Goods under the Contract where:
    1. You commit a material breach of your obligations under these Terms and Conditions.
    2. You are or become, or in our reasonable opinion are about to become, the subject of a
       bankruptcy order or take advantage of any other statutory provision for the relief of
       insolvent debtors.
    3. You enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any
       other scheme or arrangement is made with your creditors; or
    4. You convene any meeting of your creditors, enter into voluntary or compulsory liquidation,
       have a receiver, manager, administrator or administrative receiver appointed in respect of
       your assets or undertakings or any part thereof; any documents are filed with the court for
       the appointment of an administrator; notice of intention to appoint an administrator is
       given by you, any of your directors or a qualifying floating charge holder, as defined in
       paragraph 14 of Schedule B1 of the Insolvency Act 1986; a resolution is passed or a petition
       is presented to any court for the winding up of your affairs or for the granting of an
       administration order; or any proceedings are commenced relating to your insolvency or
       possible insolvency.

Limitation of Liability

42. Our liability under the Contract, in breach of statutory duty, in tort, misrepresentation or
    otherwise will be limited in accordance with this clause.
43. Subject to the clauses above on Inspection and Acceptance and Risk and Title, all warranties,
    conditions or other terms implied by statute or common law, except for those implied by
    Section 12 of the Sale of Goods Act 1979, are excluded to the fullest extent permitted by law.
44. If we do not deliver the Goods, our liability is limited, subject to the clause below, to the
    costs and expenses incurred by you in obtaining replacement goods of similar description and
    quality in the cheapest market available, less the price of the Goods.
45. Our total liability will not, in any circumstances, exceed the total amount of the Price
    payable by you.
46. We will not be liable, whether caused by our employees, agents or otherwise, in connection
    with the Goods for:
    1. Any indirect, special or consequential loss, damage, costs or expenses; and/or
    2. Any loss of profits, anticipated profits, business, data, reputation or goodwill;
       business interruption; or other third-party claims; and/or
    3. Any failure to perform any of our obligations if such delay or failure is due to any cause
       beyond our reasonable control; and/or
    4. Any losses caused directly or indirectly by any failure or breach by you in relation to
       your obligations; and/or
    5. Any loss relating to the choice of Goods, how they will meet your purpose or your use of
       the Goods supplied.
47. The exclusions of liability contained within this clause will not exclude or limit our
    liability for death or personal injury caused by our negligence, any matter for which it would
    be illegal for us to exclude or limit our liability, or fraud or fraudulent misrepresentation.

Communications

48. All notices under these Terms and Conditions must be in writing and signed by, or on behalf
    of, the party giving notice or a duly authorised officer of that party.
49. Notices will be deemed to have been duly given:
    1. When delivered, if delivered by courier or other messenger, including registered mail,
       during the recipient’s normal business hours;
    2. When sent, if transmitted by fax or email and a successful transmission report or return
       receipt is generated;
    3. On the fifth business day following mailing, if mailed by national ordinary mail; or
    4. On the tenth business day following mailing, if mailed by airmail.
50. All notices under these Terms and Conditions must be addressed to the most recent address,
    email address or fax number notified to the other party.

Circumstances Beyond the Control of Either Party

51. Neither party shall be liable for any failure or delay in performing their obligations where
    such failure or delay results from any cause beyond the reasonable control of that party. Such
    causes include, but are not limited to, power failure, internet service provider failure,
    industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of
    war, governmental action or any other event beyond the control of the party in question.

No Waiver

52. No waiver by us of any breach of these Terms and Conditions by you shall be considered a
    waiver of any subsequent breach of the same or any other provision.

Severance

53. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise
    unenforceable, that provision or those provisions shall be deemed severed from the remainder
    of these Terms and Conditions, which will remain valid and enforceable.

Law and Jurisdiction

54. These Terms and Conditions are controlled by and interpreted according to the common law legal
    system governing England and Wales. All disputes arising under these Terms and Conditions are
    subject to the exclusive jurisdiction of the English Courts.