Terms & Conditions Robert Lee Distribution

Introduction

These terms and conditions apply between you, the User of this Website (including any sub- domains, unless expressly excluded by their own terms and conditions), and Robert Lee Distribution, the owner and operator of this Website. Please read these terms and conditions carefully, as they affect your legal rights. Your agreement to comply with and be bound by these terms and conditions is deemed to occur upon your first use of 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 third party that accesses the Website and is not either (i) employed by Robert Lee Distribution and acting in the course of their employment or (ii) engaged as a consultant or otherwise providing services to Robert Lee Distribution and accessing the Website in connection with the provision of such services

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

Intellectual property and acceptable use

1. All Content included on the Website, unless uploaded by Users, is the property of Robert Lee Distribution, our affiliates or other relevant third parties. In these terms and conditions, Content means any text, graphics, images, audio, video, software, data compilations, page layout, underlying code and software and any other form of information capable of being stored in a computer that appears on or forms part of this Website, including any such content uploaded by Users. By continuing to use the Website you acknowledge that such Content is protected by copyright, trademarks, database rights and other intellectual property rights. Nothing on this site shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark, logo or service mark displayed on the site without the 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 written permission of Robert Lee Distribution.

4. You acknowledge that you are responsible for any Content you may submit via the Website, including the legality, reliability, appropriateness, originality and copyright of any such Content. You may not upload 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 otherwise control 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 these terms and conditions and will not cause injury to any person; and that you will indemnify Robert Lee Distribution for all claims resulting from Content you supply.

Prohibited use

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

• • 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 on registration or at any time are correct and complete.

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

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

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

Password and security

11. When you register on this Website, you will be asked to create a password, which you should keep confidential and not disclose or share with anyone.

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

Privacy Policy and Cookies Policy

13. Use of the Website is also governed by our Privacy Policy and Cookies Policy, which are incorporated into these terms and conditions 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 information that Robert Lee Distribution makes available through the Website (the Service) is provided "as is" and on an "as available" basis. We give no warranty that the Service will be free of defects and/or faults. To the maximum extent permitted by the law, we provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality. Robert Lee Distribution is under no obligation to update information on the Website.

15. Whilst Robert Lee Distribution uses reasonable 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 and all Users take responsibility for their own security, that of their personal details and their computers.

16. Robert Lee Distribution accepts no liability for any disruption or non-availability of the Website.

17. Robert Lee Distribution reserves the right to alter, suspend or discontinue any part (or the whole of) the Website including, but not limited to, any products and/or services available. These terms and conditions shall continue to apply to any modified version of the Website 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 losses arising out of events beyond our reasonable control.

20. To the maximum extent permitted by law, Robert Lee Distribution 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 these terms and conditions to any other person. We may transfer our rights under these terms and conditions where we reasonably believe your rights will not be affected.

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

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

24. The Contracts (Rights of Third Parties) Act 1999 shall not apply to these terms and conditions and no third party will have any right to enforce or rely on any provision of these terms and conditions.

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

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

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

Robert Lee Distribution details

28. Robert Lee Distribution is a company incorporated in England and Wales with registered number 01812213 whose registered address is Riverside Place, Lea Road, , Waltham Abbey,, Hertfordshire, EN9 1AS and it operates the Website www.rlee.co.uk

1. General

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

(ii) Unless otherwise expressly agreed in writing by the Seller these terms shall apply to all quotations given, orders received and accepted and contracts under taken by the Seller. In the event of a conflict between the contents of any quotation, orders that are received and accepted, orcontracts undertaken by the Seller, and these terms, then these terms shall prevail. Acceptance of any quotations and the placing of any order with the Seller includes acceptance of these terms. If the Buyer’s order contains special printed conditions such conditions are only binding insofar as they are not at variance with these terms and have been accepted in writing by the Seller.

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

2. Prices and Illustrations

(i) Prices are subject to continual changes. Illustrations contained in the Seller’s brochure or website are current at the time of going to press and are subject to alteration without notice. All goods are invoiced ex-works at the prices ruling at the date of dispatch. Whilst every care has been taken in compiling the Seller’s brochure and website the Seller cannot accept 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 any time prior to the actual delivery to reflect any increase in manufacturing prices, duties, freight charges and insurances of premises relating to the goods themselves (meaning the articles or things or any of them described in the order).

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

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

(v) All prices are exclusive of any applicable Value Added Tax 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 or otherwise agreed in writing all accounts shall be paid strictly net 30 end of month. The invoice is due and payable 30 days after the end of the month of the invoice date.

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

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

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

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

(vi) Where the goods are subject of both delivery and payment by the instalments, the Seller shall be entitled to refuse to make further 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 supplied by 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 be capped at £3,000 for security reasons.

4. Delivery and Passing of Risk

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

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

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

The goods shall be at the Buyer’s risk on delivery and no liability 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 any portion thereof into storage at the Buyer’s risk and expense in any other comparable 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 legal equitable or beneficial interest thereon) shall not pass from the Seller until the Buyer shall have paid to the Seller the whole of such sums due to the Seller under any contract between the Seller and the Buyer.

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

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

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

(v) The Buyer has the right as agent of the Seller to sell for the account of the Seller any goods or materials of the said property in which is vested in the Seller by virtue of this Condition and to pass good title to the goods or products to his customer being a bona fide purchaser for value without notice of the Seller’s rights. In such event the Seller shall be entitled to and the Buyer shall be under a fiduciary duty to retain in a separate account and to pay to the Seller the proceeds of such sale to the extent that any monies are owed by the Buyer to the Seller. In addition, the Seller shall be entitled to make a claim directly Against the Buyer’s customer for any purchase monies unpaid by such customer provided that the Seller shall return to the Buyer any monies recovered in excess of the amount then owing by the Buyer to the Seller together with costs and expenses involved in making such 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 any other right or remedy available to the Seller the Seller shall be entitled to cancel any contract between the Buyer and the Seller incorporating these terms or suspend any further deliveries under any such contract without any liability to theBuyer and if any goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

7. Returns

(i) The Seller will consider the Buyers return request whenever possible by accepting the return of goods which are standard stock lines, subject to the below;

(ii) Requests for products to be collected can be made either by phone or e-mail and must contain the following information before any collection 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 to requirements” must always be in a perfectly resaleable condition and in their original unopened packaging.

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

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

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

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

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

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

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

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

(xii) Any goods not matching the above criteria will be delivered back to the Buyer without credit being raised at the Sellers earliest convenience.

8. Defects

(i) The Buyer is responsible for completing a thorough inspection of all goods on delivery, before a signature is given on the Sellers Advice Note. No liability will be accepted by the Seller for damaged or scratched goods once a signature has been given - this applies particularly to metal baths.

(ii) In the event of any article supplied proving defective in material or workmanship, the Seller will undertake (at its option) to replace or repair such articles free of charge, which shall be the limit of the Sellers liability, provided that the complaint is made within 3 days after delivery.

(iii) The Seller shall be under no liability whatsoever for the 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 the Seller, the Buyer can claim any warranty or guarantee the Seller may have from the makers. In no case are the Seller liable for consequential damage, or reimbursement costs whatsoever of any kind. In all cases, the relevant Invoice/Advice Note number must be given before any goods will be collected.

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

9. Displays

(i) Where a special price is obtained in return for the products 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 render the Buyer liable to the issue of a supplementary invoice, being the difference between the normal selling price and the special display price.

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

10. Warranties

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

11. Liability

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

(ii) The Seller shall not be liable to the Buyer or be deemed to be in breach of any contract by reason of any delay in performing or any failure to perform any of the Seller’s obligations in relation to the goods if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing the following shall 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 be clearly marked as such otherwise the seller cannot be responsible should the order be duplicated.

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

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

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

(v) Cancellation of special orders will only be accepted in writing and can only be accepted prior to acknowledgement /acceptance by the manufacturer. Return of special orders for restock will not be accepted under any circumstances.

13. Copyright © 2020 Robert Lee Distribution Ltd

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

1. Definitions

"Buyer” means Robert Lee Distribution Ltd
"Seller" and "Goods" are as identified in the Buyer's Order;
"Conditions” means these terms and conditions (including any amendments made between the parties);
"Contract” means the contract between the Buyer and the Seller for the supply 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 constitute acceptance of these Conditions and shall create the Contract between the Seller and 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 to enable the Buyer to inspect and attend tests of the Goods during manufacture or assembly. 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, replace or repair (to the Buyer's satisfaction) all Goods in which any defect appears within [1] months from delivery or [1] months from the date Goods are put into service by the Buyer, whichever is later. Any replacement or repair work shall be 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 it is 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, at its option, suspend) the Contract.

14. Assignment & Subcontracting

The Seller shall not assign or subcontract any of its rights or obligations relating to the Contract or Order without the prior written consent of the Buyer. Subcontracting shall not relieve the Seller of any of its obligations 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 of England and the Buyer and Seller agree to submit to the jurisdiction of the English courts.

17. Confidentiality

Neither Party shall obtain any rights to the Confidential Information of the other Party, each Party shall take the same precautions as it takes with its own confidential information to ensure that all Confidential Information of the other Party is treated as confidential and not disclosed or used 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