ROBERT LEE NATIONAL DISTRIBUTION LIMITED TERMS &CONDITIONS

Please read the below information relating to the use of ourwebsite and joining our customer network.

This page covers,

A. WebsiteTerms Of UseB.Customer Terms & ConditionsC.Supplier Terms & Conditions

A. Website Terms Of Use

Introduction

These terms and conditions apply between you, the User ofthis Website (including any sub- domains, unless expressly excluded by theirown terms and conditions), and Robert Lee National Distribution Limited, theowner and operator of this Website. Please read these terms and conditionscarefully, as they affect your legal rights. Your agreement to comply with andbe bound by these terms and conditions is deemed to occur upon your first useof the Website. If you do not agree to be bound by these terms and conditions,you should stop using the Website immediately

In these terms and conditions, User or Users means any thirdparty that accesses the Website and is not either (i) employed by Robert Lee NationalDistribution Limited and acting in the course of their employment or (ii)engaged as a consultant or otherwise providing services to Robert Lee National DistributionLimited and accessing the Website in connection with the provision of suchservices

You must be at least 18 years of age to use this Website. Byusing the Website and agreeing to these terms and conditions, you represent andwarrant that you are at least 18 years of age.

Intellectual property and acceptable use

1. All Content included on the Website, unless uploaded byUsers, is the property of Robert Lee National Distribution, our affiliates orother relevant third parties. In these terms and conditions, Content means anytext, graphics, images, audio, video, software, data compilations, page layout,underlying code and software and any other form of information capable of beingstored in a computer that appears on or forms part of this Website, includingany such content uploaded by Users. By continuing to use the Website youacknowledge that such Content is protected by copyright, trademarks, databaserights and other intellectual property rights. Nothing on this site shall beconstrued as granting, by implication, estoppel, or otherwise, any license orright to use any trademark, logo or service mark displayed on the site withoutthe owner's prior written permission

2. You may, for your own personal, non-commercial use only,do the following:

• retrieve, display and view the Content on a computer screen
• print one copy of the Content

3. You must not otherwise reproduce, modify, copy,distribute or use for commercial purposes any Content without the writtenpermission of Robert Lee National Distribution Limited.

4. You acknowledge that you are responsible for any Contentyou may submit via the Website, including the legality, reliability,appropriateness, originality and copyright of any such Content. You may notupload to, distribute or otherwise publish through the Website any Content that

• (i) is confidential, proprietary, false, fraudulent, libellous, defamatory, obscene, threatening, invasive of privacy or publicity rights, infringing on intellectual property rights, abusive, illegal or otherwise objectionable;
• (ii) may constitute or encourage a criminal offence, violate the rights of any party or otherwise give rise to liability or violate any law; or
• (iii) may contain software viruses, political campaigning, chain letters, mass mailings, or any form of "spam." You may not use a false email address or other identifying information, impersonate any person or entity or otherwise mislead as to the origin of any content. You may not upload commercial content onto the Website.

5. You represent and warrant that you own or otherwisecontrol all the rights to the Content you post; that the Content is accurate;that use of the Content you supply does not violate any provision of theseterms and conditions and will not cause injury to any person; and that you willindemnify Robert Lee National Distribution Limited for all claims resultingfrom Content you supply.

Prohibited use

6. You may not use the Website for any of the followingpurposes:

• • in any way which causes, or may cause, damage to the Website or interferes with any other person's use or enjoyment of the Website;
• • in any way which is harmful, unlawful, illegal, abusive, harassing, threatening or otherwise objectionable or in breach of any applicable law, regulation, governmental order;
• • making, transmitting or storing electronic copies of Content protected by copyright without the permission of the owner.

Registration

7. You must ensure that the details provided by you onregistration or at any time are correct and complete.

8. You must inform us immediately of any changes to theinformation that you provide when registering by updating your personal detailsto ensure we can communicate with you effectively.

9. We may suspend or cancel your registration with immediateeffect for any reasonable purposes or if you breach these terms and conditions.

10. You may cancel your registration at any time byinforming us in writing to the address at the end of these terms andconditions. If you do so, you must immediately stop using the Website.Cancellation or suspension of your registration does not affect any statutoryrights.

Password and security

11. When you register on this Website, you will be asked tocreate a password, which you should keep confidential and not disclose or sharewith anyone.

12. If we have reason to believe that there is or is likelyto be any misuse of the Website or breach of security, we may require you tochange your password or suspend your account.

Privacy Policy and Cookies Policy

13. Use of the Website is also governed by our PrivacyPolicy and Cookies Policy, which are incorporated into these terms andconditions by this reference. To view the Privacy Policy and Cookies Policy,please click on the following: https://www.rlee.co.uk/privacy-policy

Availability of the Website and disclaimers

14. Any online facilities, tools, services or informationthat Robert Lee National Distribution Limited makes available through theWebsite (the Service) is provided "as is" and on an "asavailable" basis. We give no warranty that the Service will be free ofdefects and/or faults. To the maximum extent permitted by the law, we provide nowarranties (express or implied) of fitness for a particular purpose, accuracyof information, compatibility and satisfactory quality. Robert Lee NationalDistribution Limited is under no obligation to update information on theWebsite.

15. Whilst Robert Lee National Distribution Limited usesreasonable endeavours to ensure that the Website is secure and free of errors,viruses and other malware, we give no warranty or guaranty in that regard andall Users take responsibility for their own security, that of their personaldetails and their computers.

16. Robert Lee National Distribution Limited accepts noliability for any disruption or non-availability of the Website.

17. Robert Lee National Distribution Limited reserves theright to alter, suspend or discontinue any part (or the whole of) the Websiteincluding, but not limited to, any products and/or services available. Theseterms and conditions shall continue to apply to any modified version of theWebsite unless it is expressly stated otherwise.

Limitation of liability

18. Nothing in these terms and conditions will:

• (a) limit or exclude our or your liability for death or personal injury resulting from our or your negligence, as applicable;
• (b) limit or exclude our or your liability for fraud or fraudulent misrepresentation; or
• (c) limit or exclude any of our or your liabilities in any way that is not permitted under applicable law.

19. We will not be liable to you in respect of any lossesarising out of events beyond our reasonable control.

20. To the maximum extent permitted by law, Robert LeeDistribution accepts no liability for any of the following:

• • any business losses, such as loss of profits, income, revenue, anticipated savings, business, contracts, goodwill or commercial opportunities;
• • loss or corruption of any data, database or software;
• • any special, indirect or consequential loss or damage.

General

21. You may not transfer any of your rights under theseterms and conditions to any other person. We may transfer our rights underthese terms and conditions where we reasonably believe your rights will not beaffected.

22. These terms and conditions may be varied by us from timeto time. Such revised terms will apply to the Website from the date ofpublication. Users should check the terms and conditions regularly to ensurefamiliarity with the then current version.

23. These terms and conditions together with the PrivacyPolicy and Cookies Policy contain the whole agreement between the partiesrelating to its subject matter and supersede all prior discussions,arrangements or agreements that might have taken place in relation to the termsand conditions.

24. The Contracts (Rights of Third Parties) Act 1999 shallnot apply to these terms and conditions and no third party will have any rightto enforce or rely on any provision of these terms and conditions.

25. If any court or competent authority finds that anyprovision of these terms and conditions (or part of any provision) is invalid,illegal or unenforceable, that provision or part-provision will, to the extentrequired, be deemed to be deleted, and the validity and enforceability of theother provisions of these terms and conditions will not be affected.

26. Unless otherwise agreed, no delay, act or omission by aparty in exercising any right or remedy will be deemed a waiver of that, or anyother, right or remedy.

27. This Agreement shall be governed by and interpretedaccording to the law of England and Wales and all disputes arising under theAgreement (including non-contractual disputes or claims) shall be subject tothe exclusive jurisdiction of the English and Welsh courts.

Robert Lee National Distribution Limited details

28. Robert Lee National Distribution Limited is a companyincorporated in England and Wales with registered number 016064409 whoseregistered address is Hamnett House, Gibbet Street, Halifax, HX2 0AX and itoperates the Website www.rlee.co.uk

B. Customer Terms & Conditions

Standard Terms Of Business

1. General

(i) In these terms (unless the context otherwise requires)the expression “The Seller” means Robert Lee National Distribution Limited andthe expression “The Buyer” means the person, firm or company to whom aquotation is addressed or whose order is accepted by the Seller.

(ii) Unless otherwise expressly agreed in writing by theSeller these terms shall apply to all quotations given, orders received andaccepted and contracts under taken by the Seller. In the event of a conflictbetween the contents of any quotation, orders that are received and accepted,orcontracts undertaken by the Seller, and these terms, then these terms shallprevail. Acceptance of any quotations and the placing of any order with theSeller includes acceptance of these terms. If the Buyer’s order containsspecial printed conditions such conditions are only binding insofar as they arenot at variance with these terms and have been accepted in writing by theSeller.

(iii) The singular in all cases shall imply the plural andvice versa.

2. Prices and Illustrations

(i) Prices are subject to continual changes. Illustrationscontained in the Seller’s brochure or website are current at the time of goingto press and are subject to alteration without notice. All goods are invoicedex-works at the prices ruling at the date of dispatch. Whilst every care hasbeen taken in compiling the Seller’s brochure and website the Seller cannotaccept responsibility for errors or omissions, descriptions or illustrations.

(ii) Whilst every effort is made to maintain firm prices,orders are only accepted on the understanding that prices may be altered at anytime prior to the actual delivery to reflect any increase in manufacturingprices, duties, freight charges and insurances of premises relating to thegoods themselves (meaning the articles or things or any of them described inthe order).

(iii) All orders received which are under £50.00 in valueexcl. VAT will be invoiced at the minimum order charge of £50.00+VAT includingdelivery.

(iv) If the Seller agrees to deliver the goods otherwisethan at the Buyer’s premises the Buyer shall be liable to pay the Seller’scharges for transport and insurance.

(v) All prices are exclusive of any applicable Value AddedTax which the Buyer shall be additionally liable to pay to the Seller.

3. Payment

(i) Subject to any terms of payment stated in a quotation orotherwise agreed in writing all accounts shall be paid strictly net 30 end ofmonth. The invoice is due and payable 30 days after the end of the month of theinvoice date.

(ii) The Seller may suspend all further deliveries of Goodsuntil payment of overdue balances has been made in full.

(iii) The Seller has the right to review, amend or withdrawcredit terms offered at any time.

(iv) The Seller shall be entitled to charge interest on allover due accounts both before and after judgement until full payment is made atthe statutory rate of 8% per annum plus the base rate of Lloyds Bank PLC

(v) Buyers desirous of opening a credit account are requiredto furnish two trade references. Buyers will also be required to complete andsign a Customer Account Application Form.

(vi) Where the goods are subject of both delivery andpayment by the instalments, the Seller shall be entitled to refuse to makefurther deliveries until such time as the Buyer has paid in the full for (a)the goods already delivered and (b) any other goods at any other time suppliedby the Seller to the Buyer, and in either case for which payment is overdue

(vii) We do not accept cheques or cash as a payment method.

(viii) Card payment for new (or inactive) customers will becapped at £3,000 for security reasons.

4. Delivery and Passing of Risk

(i) The risk in the goods shall only pass to the Buyer orthe carrier nominated by the Buyer.

(ii) Whilst every endeavor will be made to keep deliverypromises given in good faith the Seller cannot accept responsibility for latedelivery.

(iii) The Seller shall have the right to dispatch anyportion of the goods sold or agreed to be sold separately and to invoice theBuyer therefore on the same terms and conditions as are herein set forth forthe whole contract. Each portion so dispatched shall for the purpose of paymentbe deemed to be a separate contract and may be invoiced separately.

The goods shall be at the Buyer’s risk on delivery and noliability will be accepted for:

• a) Damage or short delivery unless a claim is made on receipt of the goods and confirmed in writing within three days;
• b) Non-delivery unless a claim is made on receipt of invoice and confirmed in writing within three days;

(iv) The Seller reserves the right to put the goods or anyportion thereof into storage at the Buyer’s risk and expense in any othercomparable circumstances;

• a) Where goods are about to be dispatched and the Buyer notifies the Seller that the Buyer is or will be unable to receive or provide suitable storage space for goods or any other reason will be unable to accept delivery when tendered;
• b) Where the Seller is ready to dispatch the goods but needs delivery instructions and such instructions have not been provided by the Buyer;
• c) In an ex-works contract where the Buyer fails to collect the goods when ready after the Seller has sent to the Buyer a notice that the goods are ready and seven days have elapsed since the dispatch of such notice or the Buyer has acknowledged the notice;
• d) Where the goods are refused delivery by the Buyer.

5. Passing of Property

(i) The property in any part of the goods (whether the legalequitable or beneficial interest thereon) shall not pass from the Seller untilthe Buyer shall have paid to the Seller the whole of such sums due to theSeller under any contract between the Seller and the Buyer.

(ii) If any of the goods are processed into, incorporatedin, used as materials for or mixed with other goods or property or materialsprior to such payment the property (but not the risk) in the whole of suchother goods or materials shall pass to the Seller at the moment of suchprocessing, incorporation, use or admixture and shall remain with the Selleruntil payment of all such monies are as specified in paragraph (5.i) above.

(iii) Until such payment is made the Buyer shall possess allgoods and materials the property in which is vested by the Seller by virtue ofthis condition on a fiduciary basis only and as bailee only for the Seller andthe Buyer shall store such goods and materials at no cost to the Seller so thatthey are clearly identified as belonging to the Seller.

(iv) If any payment is overdue the Seller may (withoutprejudice to any of its other rights and remedies) recover and re-sell any orall of such goods or materials and may enter upon any land or building uponwhich the goods are situated or in which the goods have become incorporated forthat purpose. Without prejudice to the generality of this clause provided theSeller uses reasonable care then the Seller may remove any such goods from anydisplay fittings in which they have been placed and may disconnect any pipesconnected to the goods by the Buyer without any liability to the Seller for anydamage or loss that ensues to the Buyer.

(v) The Buyer has the right as agent of the Seller to sellfor the account of the Seller any goods or materials of the said property inwhich is vested in the Seller by virtue of this Condition and to pass goodtitle to the goods or products to his customer being a bona fide purchaser forvalue without notice of the Seller’s rights. In such event the Seller shall beentitled to and the Buyer shall be under a fiduciary duty to retain in aseparate account and to pay to the Seller the proceeds of such sale to theextent that any monies are owed by the Buyer to the Seller. In addition, theSeller shall be entitled to make a claim directly Against the Buyer’s customerfor any purchase monies unpaid by such customer provided that the Seller shallreturn to the Buyer any monies recovered in excess of the amount then owing bythe Buyer to the Seller together with costs and expenses involved in makingsuch claim.

6. Suspension or Cancellation of Deliveries

(i) This clause applies if:

• a) The Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation otherwise than for the purposes of amalgamation or reconstruction); or
• b) An encumbrancer takes possession or a receiver is appointed of any of the property or assets of the Buyer; or
• c) The Buyer ceases or threatens to cease to carry on business; or
• d) The Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly; or
• e) The Buyer fails to make a payment to the Seller on the due date or is in any other way in breach of a contract between the Buyer and the Seller to which these terms apply.

(ii) If this clause applies then without prejudice to anyother right or remedy available to the Seller the Seller shall be entitled tocancel any contract between the Buyer and the Seller incorporating these termsor suspend any further deliveries under any such contract without any liabilityto the Buyer and if any goods have been delivered but not paid for the priceshall become immediately due and payable notwithstanding any previous agreementor arrangement to the contrary.

7. Returns

(i) The Seller will consider the Buyers return requestwhenever possible by accepting the return of goods which are standard stocklines, subject to the below;

(ii) Requests for products to be collected can be madeeither by phone or e-mail and must contain the following information before anycollection can be initiated.

1) Reason for collection

2) Invoice (SIV-) or Delivery Note (SO-) Number

3) Date of supply

(iii) Goods that are “no longer required” or are “surplus torequirements” must always be in a perfectly resaleable condition and in theiroriginal unopened packaging.

(iv) The Seller may on occasions ask the Buyer to provide aphotograph of the item in question before raising the Sales Return Order (SRN).

(v) Any and all goods requested for return after 14 daysfrom original delivery will attract a 25% restocking charge.

(vi) No goods will be accepted for return, whatever thecircumstances, after 60 days from the original delivery date.

(vii) All baths must be thoroughly inspected at the time ofdelivery as the Seller operates a strict Nil Returns Policy on baths once theyhave been signed for.

(viii) A strict Nil Returns Policy is operated on allSpecial Orders.

(ix) Damaged goods will only be collected for creditappraisal if reported within 3 working days of receipt.

(x) Any goods that are claimed as damaged, but haveundergone any form of installation, will not be collected under anycircumstances.

(xi) Any goods that are claimed as faulty after installationshould be advised to the Seller and will be addressed in line with theManufacturer’s Warranty.

(xii) Any goods not matching the above criteria will bedelivered back to the Buyer without credit being raised at the Sellers earliestconvenience.

8. Defects

(i) The Buyer is responsible for completing a thoroughinspection of all goods on delivery, before a signature is given on the SellersAdvice Note. No liability will be accepted by the Seller for damaged orscratched goods once a signature has been given - this applies particularly tometal baths.

(ii) In the event of any article supplied proving defectivein material or workmanship, the Seller will undertake (at its option) toreplace or repair such articles free of charge, which shall be the limit of theSellers liability, provided that the complaint is made within 3 days afterdelivery.

(iii) The Seller shall be under no liability whatsoever forthe cost of removing, re-fixing, or any other consequential loss or damages,direct or indirect, of whatsoever nature.

(iv) In cases of goods supplied but not manufactured by theSeller, the Buyer can claim any warranty or guarantee the Seller may have fromthe makers. In no case are the Seller liable for consequential damage, orreimbursement costs whatsoever of any kind. In all cases, the relevantInvoice/Advice Note number must be given before any goods will be collected.

(v) Any goods returned, for whatever reason, that do notconform to the above conditions will be delivered back to the Buyer and creditwill not be passed.

9. Displays

(i) Where a special price is obtained in return for theproducts being on display, the following conditions will also apply:

• a. The display must satisfy all the conditions laid down by the manufacturer
• b. The display must be in a retail setting which is manned, in premises open to the public between 9:00am and 5:00pm, on at least five days per week.
• c. The display must be properly maintained for a minimum period, usually at least six months from the date it is first put on display to the public (not when it was delivered).
• d. After this period, the Buyer has the option of continuing with it, or selling it off.
• e. The product must be put on display within eight weeks of delivery.

(ii) Failure to comply with the above conditions will renderthe Buyer liable to the issue of a supplementary invoice, being the differencebetween the normal selling price and the special display price.

(iii) When manufacturers offer a “cashback” incentive todisplay, the invoice for the full price is payable on the normal due date.

10. Warranties

(i) All warranties and conditions (including those offitness, quality and merchantability, but with the exception of the impliedwarranty as to title), and whether express or implied by common law or statusor otherwise and whether the sale is by way of sample or description orotherwise in respect of the goods sold are expressly excluded, however theBuyer shall be entitled to the benefit (so far as it can be transmitted to theBuyer and is compatible with these conditions) of any warranty or condition givenby the manufacturers of the goods sold, provided however that this shall not bedeemed to give rise to any contractual obligation on the Sellers part.

11. Liability

(i) Except in respect of death or personal injury caused bythe Seller’s negligence the Seller shall not be liable to the Buyer by reasonof any representation or any implied warranty condition or other term or anyduty at common law or under the express terms of any contract for anyconsequential loss or damage (whether for loss of profit or otherwise) costs,expenses or other claims for consequential compensation whatsoever (and whethercaused by negligence of the Seller, its employees or agents or otherwise) whicharise out of or in connection with the supply of the goods or their use orresale by the Buyer.

(ii) The Seller shall not be liable to the Buyer or bedeemed to be in breach of any contract by reason of any delay in performing orany failure to perform any of the Seller’s obligations in relation to the goodsif the delay or failure was due to any cause beyond the Seller’s reasonablecontrol. Without prejudice to the generality of the foregoing the followingshall be regarded as causes beyond the Seller’s reasonable control.

• a. Act of God, explosion, flood, tempest, fire or accident;
• b. war or threat of war, sabotage, insurrection, civil disturbance or requisition;
• c. acts, restrictions, regulations, by-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
• d. import or export regulations or embargoes;
• e. strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);
• f. difficulties in obtaining raw materials, labour, fuel, parts or machinery;
• g. power failure or breakdown in machinery.

12. Orders

(i) Written confirmation of telephone orders should beclearly marked as such otherwise the seller cannot be responsible should theorder be duplicated.

(ii) The right is reserved to refuse cancellation of anyorder placed. The Seller reserves the right to impose a surcharge on orders ofless than £5.00 nett value exclusive of Value Added Tax and a minimum invoicecharge of £50.00 may be applied.

(iii) Special orders will only be accepted in writing anddelivery periods from the manufacturer cannot be guaranteed

(iv) An advance payment of at least 50% will be required forspecial orders.

(v) Cancellation of special orders will only be accepted inwriting and can only be accepted prior to acknowledgement /acceptance by themanufacturer. Return of special orders for restock will not be accepted underany circumstances.

13. Copyright © 2024 Robert Lee National Distribution Ltd

(i) The Sellers website and brochures, its content, text,products, and all artwork images are owned by Robert Lee National DistributionLtd and its suppliers unless otherwise stated and may not be reproduced orcopied in any form. All rights reserved.

C. Supplier Terms & Conditions

Terms & Conditions For The Purchase Of Goods &Equipment

1. Definitions

"Buyer” means Robert Lee National Distribution Ltd
"Seller" and "Goods" are as identified in the Buyer'sOrder;
"Conditions” means these terms and conditions (including any amendmentsmade between the parties);
"Contract” means the contract between the Buyer and the Seller for thesupply of the Goods
specified in the Order and including these Terms & Conditions;
"Order” means the Buyer's written order for the Goods.

2. Acceptance Of Order

The Seller's acknowledgement of the Order shall constituteacceptance of these Conditions and shall create the Contract between the Sellerand the Buyer, to the exclusion of all other terms and conditions.

3. Quality & Description

All Goods must:

1. - fully comply with the particulars in the Order and with any specification, samples or patterns comprised in the Contract;
2. - be of good commercial quality, comprise only new materials and be fit for the purposes for which they are supplied;
3. - comply with all applicable laws, regulations and standards.

4. Inspection & Testing

The Buyer shall be given access to the Seller's works toenable the Buyer to inspect and attend tests of the Goods during manufacture orassembly. Inspection will not constitute acceptance of any Goods by the Buyer.

5. Delivery

1. 5.1 All Goods shall be delivered in accordance with the details specified in the Order.
2. 5.2 Unless otherwise specified in the Order, all Goods shall be delivered to the Buyer's premises. The Seller shall ensure that all Goods are adequately packaged so as to avoid any damage or loss in transit. A detailed consignment note shall accompany every delivery of Goods. Reasonable advance notice of every delivery shall be given in writing or via email by the Seller to the Buyer.
3. 5.3 Delivery shall not be effective until the Goods have been inspected by the Buyer's representative at the Buyer's premises. Inspection shall not constitute acceptance of any defect in any Goods or relieve the Seller of any of its obligations.

6. Rejection

1. 6.1 The Buyer may reject any Goods which are not in accordance with the Contract or Order.
2. 6.2 The Buyer may cancel the Contract with respect to rejected Goods or, at its option, require the Seller to replace any rejected Goods to the Buyer's satisfaction. Failure to replace shall entitle the Buyer to cancel the Contract and recover its losses from the Seller.

7. Warranty

The Seller shall promptly, at the Buyer's request, replaceor repair (to the Buyer's satisfaction) all Goods in which any defect appearswithin [1] months from delivery or [1] months from the date Goods are put intoservice by the Buyer, whichever is later. Any replacement or repair work shallbe guaranteed for a further [12] months.

8. Payment

1. 8.1 Terms of payment shall be as stated in the Order and unless otherwise specified: - an invoice shall be submitted to the Buyer upon delivery of Goods and payment shall be due 30 days from receipt of the goods. - each invoice must clearly identify the Order and the relevant Goods (and include a tax invoice acceptable to the Buyer for VAT or other tax purposes where applicable).
2. 8.2 All prices shall be deemed to include packing, insurance and carriage of Goods to the Buyer's address specified in the Order (unless otherwise stated in the Order).
3. 8.3 All payments shall be made in the currency specified in the Order.

9. Variations

1. 9.1 The Buyer may request the Seller to vary any particulars in the Order by written notice or via email. The Seller shall within one working day of receipt of the variation provide the Buyer with an estimate of the cost of complying with the notice and the effect, if any, which the request is likely to have on the delivery date(s).
2. 9.2 The Seller shall use its best endeavours to minimise any adverse time and cost effect of every variation.
3. 9.3 The Buyer may, within 10 days of receipt of the Seller's estimate, withdraw the variation request or accept the Seller's estimate. Alternatively, the Buyer may confirm the variation should proceed on the basis that the price is disputed but will be resolved under clause 16 below.

10. Installation & Services

1. 10.1 To the extent that the Seller is responsible for the installation of Goods or provision of services at the Buyer's premises, the Seller is deemed to have satisfied itself as to the nature of the working conditions and to have allowed for the same in its price.
2. 10.2 The Seller shall be responsible for the safety and security of all its operations and comply with the Buyer's instructions at the Buyer’s premises or other nominated site.
3. 10.3 Only suitably qualified and skilled personnel shall be engaged by the Seller and all installation and other services shall be performed with proper skill and care and in accordance with the Buyer's requirements.

11. Risk & Property

1. - Within the United Kingdom ownership of Goods shall pass to the Buyer upon payment. Pending delivery, risk of loss or damage shall remain with the Seller.
2. - For International purchases ownership of Goods shall pass to the Buyer upon payment, Pending delivery, where transit of Goods is with the Buyer, risk of loss or damage shall remain with the Buyer.

12. Indemnity

1. 12.1 The Seller shall protect the Buyer and keep the Buyer indemnified against all claims, costs and losses due to:
2. - infringement or alleged infringement of any patent, copyright or other proprietary information;
3. - any breach of any of these terms and conditions by the Seller, its personnel or subcontractors; and
4. - any damage to property or injury to any person for which the Seller is responsible.

13. Force Majeure

The Buyer shall not have any liability to the Seller if itis prevented from performing the Contract on account of force majeure, i.e.circumstances beyond its control, which includes, but is not limited to,extreme weather conditions, act of God, fire, flood, war, terrorism or strike,In any of these circumstances, the Buyer reserves the right to cancel (or, atits option, suspend) the Contract.

14. Assignment & Subcontracting

The Seller shall not assign or subcontract any of its rightsor obligations relating to the Contract or Order without the prior writtenconsent of the Buyer. Subcontracting shall not relieve the Seller of any of itsobligations to the Buyer.

15. Miscellaneous

1. 15.1 Notice shall be effective under these Conditions if sent by fax, by recorded delivery mail or delivered by hand to the address of the recipient shown in the Order. Notice shall be effective upon delivery at the recipient's premises.
2. 15.2 These Conditions cannot be amended except in writing signed by authorised representatives of the Buyer and Seller.
3. 15.3 The failure by a party to enforce any provision of these Conditions shall not be treated as a waiver of that provision, nor shall it affect the right of that party subsequently to enforce that provision.

16. Law & Disputes

The Contract between shall be governed by the laws ofEngland and the Buyer and Seller agree to submit to the jurisdiction of theEnglish courts.

17. Confidentiality

Neither Party shall obtain any rights to the ConfidentialInformation of the other Party, each Party shall take the same precautions asit takes with its own confidential information to ensure that all ConfidentialInformation of the other Party is treated as confidential and not disclosed orused other than for the purposes of the relevant Order, or as required by law

18. Termination

1. -The Contract shall commence from the effective date of the Order and remain in force until the Order is fully executed.
2. -The Contract can be terminated on written notice by either Party where the other Party fails to remedy a material breach within (30) days of receipt of a written notice relating to such breach. -The Buyer may cancel any Order placed here under, in whole or in part prior to shipment for its sole convenience, by giving (7) days written notice ( or via email) of notice of cancellation to the Seller.
3. -Any termination of this Contract shall be without prejudice to any other rights or remedies a Party