1.           Definitions

In these conditions unless the context otherwise requires:

1.1           “Buyer” means the person who buys or agrees to buy the Goods from the Seller.

1.2           “Conditions” means the terms and conditions of sale set out in this document.

1.3           “Contract” means any contract between the Seller and the Buyer for the sale and purchase of the Goods incorporating these Conditions.

1.4           “Delivery Date” means the date specified by the Seller when the Goods are to be delivered.

1.5           “Goods” means the articles which the Buyer agrees to buy from the Seller.

1.6           “Price” means except where otherwise specified the price for the Goods including carriage, packing and insurance but excluding VAT.

1.7           “Seller” means Airedale Springs Limited of The Spring Works, Bridgehouse Lane, Haworth, Keighley, West Yorkshire, UK, BD22 8PA.

2.             Conditions Applicable

2.1           The Contract will be on these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).

2.2           No terms or conditions endorsed upon, delivered with or contained in the Buyer’s purchase order, confirmation of order, specification or other document will form part of the Contract simply as a result of such document being referred to in the Contract.

2.3           These Conditions apply to all the Seller’s sales and any variation to these Conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a Director of the Seller.

2.4           Each order for Goods by the Buyer from the Seller shall be deemed to be an offer by the Buyer to purchase Goods subject to these Conditions.

2.5           The Buyer must ensure that the terns of its order and any applicable specifications are complete and accurate.

2.6           Any quotation is given on the basis that no Contract will come into existence until it is accepted in writing by the Seller.  Unless otherwise specified, any quotation is valid for a period of 28 days only from its date, provided that the Seller has not previously withdrawn it.

3.             Description

3.1           The description of the Goods shall be as set out in the Seller’s quotation.

3.2           All drawings, descriptive matter, specifications and advertising issued by the Seller and any descriptions or illustrations contained in the Seller’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them.  They will not form part of this Contract.

4.             Delivery

4.1           Unless otherwise agreed, delivery of the Goods shall be made on the Delivery Date to:

4.1.1        the Buyer’s address; or

4.1.2        the location specified by the Buyer; or

4.1.3        the UK Port in the case of export orders F.O.B.

4.2           Any dates specified by the Seller for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice.  If no Delivery Date is specified, delivery will be within a reasonable time.

4.3           Subject to the other provisions of these Conditions, the Seller will not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, loss of profits, loss of business, depletion of goodwill and like loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods even if caused by the Seller’s negligence.

4.4           If for any reason the Buyer will not accept delivery of any of the Goods when they are ready for delivery or the Seller is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations, the Seller may store the Goods until delivery whereupon the Buyer will be liable for all related costs and expenses (including without limitation, transportation charges, storage and insurance).

4.5           Where the Seller and the Buyer agree that delivery of the Goods shall take place at the Seller’s place of business, the Buyer will take delivery of the Goods within 28 days of the Seller giving the Buyer notice that the Goods are ready for delivery.  If the Buyer does not take delivery of the Goods within this period, the Seller may store the Goods until delivery whereupon the Buyer will be liable for all related costs and expenses (including, without limitation, storage and insurance).

4.6           Where the Seller at the request of the Buyer agrees in writing to delay any delivery of Goods, the Buyer will be liable to pay to the Seller any costs and expenses arising out of the delay.

4.7           The Buyer will provide at its expense at the Delivery Point adequate and appropriate equipment and manual labour for unloading the Goods.

4.8           If the Seller delivers to the Buyer a quantity of Goods of up to 5% more or less than the quantity accepted by the Seller the Buyer shall not be entitled to object to or reject the Goods or any of them by reason of the surplus or shortfall and shall pay for such goods at the pro rata Contract rate.

5.            Non-Delivery

5.1           The quantity of any consignment of Goods as recorded by the Seller upon despatch from the Seller’s place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.

5.2           The Seller shall not be liable for any non-delivery of Goods (even if caused by the Seller’s negligence) unless written notice is given to the Seller within 3 days of the date when the Goods would in the ordinary course of events have been received.

5.3           Any liability of the Seller for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.

6.             Risk/Title

6.1           The Goods shall be at the Buyer’s risk as from the time of delivery.

6.2           In spite of delivery having been made, property in the Goods shall not pass from the Seller until

6.2.1        the Buyer shall have paid the price plus VAT in full; and

6.2.2        no other sums whatever shall be due from the Buyer to the Seller.

6.3           Until property in the Goods passes to the Buyer in accordance with Condition 6.2, the Buyer shall hold the Goods and each of them on a fiduciary basis as bailee for the Seller.  The Buyer shall store the Goods (at no cost to the Seller) separately from all other goods in its possession and marked in such a way that they are clearly identified as the Seller’s property.

6.4           Notwithstanding that the Goods (or any of them) remain the property of the Seller the Buyer may sell or use the Goods in the ordinary course of the Buyer’s business at full market value for the account of the Seller.  Any such sale or dealing shall be a sale or use of the Seller’s property by the Buyer on the Buyer’s own behalf and the Buyer shall deal as principal when making such sales or dealings.  Until the property in the Goods passes from the Seller, the entire proceeds or otherwise of the Goods shall be held in trust for the Seller and shall not be mixed with any other money or paid into any overdrawn bank account and shall be at all material times identified as the Seller’s money.

6.5           The Seller shall be entitled to recover the price (plus VAT) notwithstanding that property in any of the Goods has not passed from the Seller.

6.6           Until such time as property in the Goods passes from the Seller the Buyer shall upon request deliver up such of the Goods as have not ceased to be in existence or resold to the Seller.  If the Buyer fails to do so the Seller may enter upon any premises owned occupied or controlled by the Buyer where the Goods are situated and repossess the Goods.  On the making of such request, the rights of the Buyer under Condition 6.4 shall cease.

6.7           The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of the Seller.

6.8           The Buyer shall insure and keep insured the Goods to the full price against “all risks” to the reasonable satisfaction of the Seller until the date that the property in the Goods passes from the Seller and shall whenever requested by the Seller produce a copy of the policy of insurance.  Without prejudice to the other rights of the Seller, if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.

7.           Price

7.1           The Price shall be the Seller’s quoted price.  The Price is exclusive of VAT which shall be due at the rate ruling on the date of the Seller’s invoice and unless otherwise agreed the price shall be exclusive of all carriage, insurance, import and export duties of which amounts the Buyer will pay in addition when it is due to pay for the goods.

7.2           The Seller may by giving notice to the Buyer at any time up to seven days before delivery increase the Price of the Goods to reflect any increase in the cost to the Seller which is due to factors occurring after the making of the Contract which are beyond the reasonable control of the Seller (including, without limitation, foreign exchange fluctuations, taxes and duties, and the cost of labour, materials and other manufacturing costs).

8.             Payment

8.1           Payment of the Price for the Goods is due 30 days end of the month

8.2           Time for payment shall be of the essence.

8.3           No payment shall be deemed to have been received until the Seller has received cleared funds.

8.4           If the Buyer fails to make any payment on the due date then without prejudice to any of the Seller’s other rights the Seller may:

8.4.1        suspend or cancel deliveries of any Goods due to the Buyer; and/or

8.4.2        appropriate any payment made by the Buyer to such of the Goods (or Goods supplied under any other contract with the Buyer) as the Seller may in its sole discretion think fit.

8.5           Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 8% above the Bank of England’s base rate from time to time in force and shall accrue at such a rate after as well as before any Judgement.

9.             Quality

9.1           The Seller warrants that (subject to the other provisions of these conditions) upon delivery the Goods will:

9.1.1        correspond to the description given by the Seller;

9.1.2        be of satisfactory quality;

9.1.3        be reasonably fit for their purpose;

9.1.4        be reasonably fit for any particular purpose for which the Goods are being bought if the Buyer made known that purpose to the Seller in writing and the Seller has confirmed in writing that it is reasonable for the Buyer to rely on the skill and judgement of the Seller.

9.2           The Seller shall not be liable for a breach of any of the warranties in Condition 9.1 unless:

9.2.1        the Buyer gives written notice of the defect to the Seller, and (if the defect is as a result of damage in transit) to the carrier, within three days of the Buyer receiving delivery of the Goods; and

9.2.2        the Seller is given a reasonable opportunity after receiving the notice of examining the Goods and the Buyer (if asked to do so by the Seller) returns the Goods to the Seller’s place of business at the Seller’s cost for the examination to take place there.

9.3           The Seller shall not be liable for a breach of any of the warranties in Condition 9.1 if:

(a)           the Buyer makes any further use of such Goods after giving such notice; or

(b)           the defect arises because the Buyer failed to follow the Seller’s oral or written instructions as to storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;

(c)           the Buyer repairs or alters such Goods without the written consent of the Seller; or

(d)           the defect is due to fair wear and tear; or

(e)           the Buyer misuses or mishandles or deliberately damages the Goods.

9.4           Subject to Conditions 9.2 and 9.3 if any of the Goods do not conform with any of the warranties in Condition 9.1 the Seller shall at its option:

9.4.1        replace such Goods (or the defective part) free of charge; or

9.4.2        refund the price of such Goods at the pro rata Contract rate provided that, if the Seller so requests, the Buyer shall, at the Seller’s expense, return the Goods or the part of such Goods which is defective to the Seller; or

9.4.3        provide credit for the price of the Goods for a period of not more than six months from the date of the request.

9.5           If the Seller complies with Condition 9.4 it shall have no further liability for a breach of any of the warranties in Condition 9.1 in respect of such Goods.

9.6           If the Buyer does not make a claim in accordance with Condition 9.2 then the Goods will be deemed to have been delivered free from defects and in the correct quantity.

10.           Limitation

10.1         Subject to Condition 9, the following provisions set out the entire financial liability of the Seller (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:

10.1.1      any breach of these conditions; and

10.1.2      any representation, statement or tortuous act or omission including negligence arising under or in connection with the Contract.

10.2         All warranties, Conditions and other terms implied by statute or common law (save for the conditions implied by Section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.

10.3         Nothing in these Conditions excludes or limits the liability of the Seller for death or personal injury caused by the Seller’s negligence or fraudulent misrepresentation.

10.4         Subject to Conditions 10.2 and 10.3:

10.4.1      the Seller’s total liability in Contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Contract shall be limited to the Price; and

10.4.2      the Seller shall not be liable to the Buyer for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses, or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

11.           Assignment

11.1         The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Seller.

11.2         The Seller may assign the Contract or any part of it to any person, firm or company.

12.           Cancellation

In the event that the Buyer cancels the Contract, the Buyer shall pay the Seller all costs and expenses that the Seller has incurred up to receiving notice of cancellation of the Contract from the Buyer.

13.           Intellectual Property

13.1         The specification[s] and design[s] of the Goods (including the copyright, design right or other intellectual property in them) shall as between the parties be the property of the Seller.

13.2         Where any designs or specifications have been supplied by the Buyer for manufacture by the Seller or to the Order of the Buyer then the Buyer warrants that the use of those designs or specifications for the manufacture, processing, assembly or supply of the Goods shall not infringe the rights of any third party.  The Seller does not accept liability for the accuracy of any drawings or design specifications supplied by the Buyer.

13.3         The Seller does not accept liability for any claim that may arise as a result of the use of any drawings or design specifications supplied by the Buyer.

13.4         The Buyer shall indemnify the Seller against any claims for infringement of the rights of any third party arising out of the use of any designs or specifications that the Buyer has supplied to the Seller.

14.           Samples

14.1         Samples will not be submitted by the Seller unless specifically requested by the Buyer or unless stipulated in the quotation.

14.2         The Seller reserves the right to charge for any samples requested by the Buyer.

15.           Certification

The Seller reserves the right to charge for any certification requested by the Buyer.

16.           Tools

16.1         The Seller will charge a part cost of the tools to the Buyer and the tools will remain the property of the Seller unless otherwise negotiated.

16.2         Where a Buyer wishes to purchase the tools, written instructions must be received with the purchase order and the Buyer will be charged with the agreed cost of the tools.

16.3         The Seller reserves the right to charge for servicing costs.

17.           Force Majeure

The Seller reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Seller including, without limitation, acts of God, governmental actions, war or national emergency acts of terrorism, protest, riot, civil commotion, fire, explosion, epidemic, flood, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting the carriers or inability or delay in obtaining supplies of adequate or suitable materials.

18.           Insolvency

18.1         If any distress or execution shall be levied upon any of the Buyer’s goods or if the Buyer offers to make any arrangement with its creditors or if any bankruptcy petition is presented against the Buyer or the Buyer is unable to pay its debts as they fall due or if being a limited company any resolution or petition to wind up the Buyer shall be passed or presented or if a receiver, administrator, administrative receiver or manager shall be appointed over the whole or part of the Buyer’s business or assets all sums outstanding in respect of the Goods shall become payable immediately.

18.2         The  Seller may in its absolute discretion and without prejudice to any other rights which it may have:

18.2.1      suspend all future deliveries of the Goods to the Buyer and/or terminate the Contract without liability upon its part; and/or

18.2.2      exercise any rights pursuant to Condition 6.

19.           Communications

19.1         All communications between the parties about this Contract must be in writing and sent by any of the following methods:

19.1.1      By first class post.

19.1.2      By hand, leaving the communication at a place specified in 19.2 below.

19.1.3      By fax or other means of electronic communication.

19.2         All communications delivered by hand must be to:

19.2.1      (in the case of the Seller) its place of business or such changed address as shall be notified to the Buyer by the Seller; or

19.2.2      (in the case of the Buyer) either the registered office of the Buyer or to any address of the Buyer set out in any document that forms part of this Contract or such other address as shall be notified to the Seller by the  Buyer.

19.3         Communications shall be deemed to have been received:

19.3.1      if sent by first class post, the second day after it was posted;

19.3.2      if delivered by hand, the day after it was delivered to or left at the permitted address;

19.3.3      if it was transmitted by fax on a business day before 4 pm, on that day; or in any other case, on the business day after the day on which it was transmitted by fax;

19.3.4      if by other electronic method, the second day after the day on which it was transmitted.

20.           Data Protection

20.1         The Seller may transfer information about the Buyer to its bankers/financiers for the purposes of providing services and for the following purposes:

20.1.1      Obtaining credit insurance.

20.1.2      Making Credit Reference Agency searches.

20.1.3      Credit control.

20.1.4      Assessment and analysis (including credit scoring, market, product and statistical analysis).

20.1.5      Securitisation                                                                                                                         .

20.1.6      Protection of the Seller’s interests.

20.2         The Seller will on request provide the Buyer with details of their banks/financiers and that of any Credit Reference Agencies used.

21.           General

21.1         The parties to this Contract do not intend that any term of this Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

21.2         The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English Law and the parties submit to the exclusive jurisdiction of the English Courts.