CONDITIONS OF SALE

1 DEFINITIONS

In these conditions:

• “Company” refers to PHI Design Limited (Parent company of Yorkin Associates).
• “Buyer” means the person, firm or company making an order, which is accepted, by the company.
• “Act” means the Sale of Goods Act 1979 as amended from time to time.

2 APPLICATION OF CONDITIONS

Acceptance of the Company of Buyer’s order is conditional upon acceptance by Buyer of the following conditions which override all other terms and conditions inconsistent therewith, express, implied or otherwise, wherever contained except insofar as any conditions or warranties implied by statute shall not be capable of being excluded.

3 PRICE AND PAYMENT

The price for each delivery of goods hereunder will be the Company’s price ruling for the goods at the date of despatch or, in the event of the Company requiring payment before delivery hereunder, at the date at which payment is made. Prices quoted shall be subject to Value Added Tax and any other Government Duty or Tax, which is applicable. Payment shall be due 30 days following date of invoice or under such other terms (e.g.Proforma) as the Company may from time to time determine. Interest at the rate of 4% above National Westminster Bank plc base rate from time to time in force shall be chargeable as well after as before judgement on sums not paid by the due date.

4 CREDIT

The Company reserves the right at any time and without explanation to withhold credit facilities from and to limit the amount or period of credit it will grant to Buyer.

5 WARRANTY AND LIMITATION OF LIABILITY

1. (a)
   1. The goods supplied hereunder are warranted to accord with the specification provided by the Company or, if there is no such specification, to be within the normal limits of tolerance.
   2. The total liability of the Company for breach of this warranty (or for any other claim based on any defect in the goods) shall not be exceed replacement of the goods shown to be defective or, at the Company’s option, reimbursement of the price paid for the goods.
   3. The Buyer shall not be entitled to make any claim in respect of any defect or under such warranty unless the claim is notified to the Company in writing immediately the defect comes to the notice of the Buyer, or in any event not later than 60 days from delivery of the product.
2. (b) The Company gives no warranty as to the fitness of the goods for any particular purpose even though that purpose may have been known to the Company and no such warranty is given or implied from the name or description under which the goods are sold.

6 DELIVERY

1. (a) The Company shall use reasonable endeavours to ensure a speedy delivery of the goods and whether or not a delivery date is specified in the order, shall not be liable for the delay in delivery however caused.
2. (b) If the Buyer fails to accept delivery of the goods, the Company shall be entitled after 30 days from the date delivery was not accepted, to dispose of the goods elsewhere and invoice the Buyer for the purchase price of the goods and the reasonable costs (including insurance) of storage, less the disposal proceeds received by the Company.
3. (c) Where the Buyer requests the or the Company elects for delivery of any order by way of instalments, any defect deficiency or failing whether as to quantity, quality or time of delivery in respect of one or more instalments, shall not viate the order and shall not entitle the Buyer to repudiate the contract as a whole.

7 LOSS OR DAMAGE IN TRANSIT

If some of the products or their packaging are lost in transit, the Buyer must notify the Company within 3 days of delivery of the remainder of the consignment. If the goods are not delivered, the Buyer must notify the Company within 7 days of receipt of the invoice or the agreed date of delivery, whichever is earlier, Any written acknowledgement by the Buyer to the carrier that all goods have been received in good condition shall be conclusive as between the Company and the Buyer.

8 QUANTITY

The quantity or volume of goods ordered shall be subject to fluctuations of up to 10%. The Company shall not be liable to Buyer in damages for any such fluctuation.

9 RISK

Risk in the goods shall pass to the Buyer in delivery.

10 RESERVATION OF TITLE

1. (a) Title of the goods supplied shall not pass the Buyer and the goods shall remain the absolute property of the Company until payment has been made of the full contract price.
2. (b) In the case of non-payment by the due date or the Buyer having a liquidation order made against him, or having a receiver appointed of it’s assets, income or part thereof, the Company shall be entitled to repossess the goods, or the proceeds of sale from the Buyer, liquidator or receiver.
3. (c) In the circumstances of 10(a) the Company shall be entitled immediately after having given notice of it’s intention to do so, enter the premises of the Buyer with such transport as may be necessary and repossess any goods to which it has title hereunder.

11 FORCE MAJEURE

The Company shall not be liable to the Buyer for failure to deliver goods for any delay in delivery of goods where such failure is wholly or mainly due to any cause outside the Company’s reasonable control, including, but not limited to, shortages of raw materials, reduction or unavailability of power, strikes, lock-outs, riots and civil commotion or act of God.

12 EFFECT OF BREACH

If the Buyer shall fail to make payment on the date of the sum payable, or take delivery or being an incorporated Company shall have a receiver or liquidator appointed or shall pass a resolution for winding up or a Court shall make an order to that effect, or not being an incorporated Company shall have a Receiving order made against him, or shall have become Notour Bankrupt or shall enter into any Trust Deed for any composition or arrangement with Buyer creditors, or there shall be any breach by Buyer of the conditions of this contract, the Company may, without prejudice to it’s other rights and remedies, either terminate forthwith the whole or any part of orders, or suspend, delay or cancel any further deliveries hereunder, or require payment in advance for all or any such deliveries. The legal rights of the Company shall not be deemed to be waived or abrogated by reason of any forbearance or failure by the Company to enforce any condition or conditions.

13 JURISDICTION

These conditions are governed by English Law. Any disputes arising out of these conditions shall be submitted to the exclusive jurisdiction of the English Courts.

14 VARIATION

No variation to these conditions shall be valid unless in writing and duly signed on behalf of the Company.