Conditions of Sale

1. In these conditions “the Customer” means the person, firm, organization or company making an order from F.J.Ratchford Limited,

and “the Company” means F.J.Ratchford Limited.

2. Unless otherwise agreed in writing in advance by the Company, all orders and contracts for the sale of goods by the Company are subject to these Conditions of Sale and any variation of these conditions in any document of the Customer is not binding by the Company. In the event of conflicting conditions, these Conditions of Sale will prevail over any other conditions.

3. Unless otherwise agreed in writing by the Company, prices quoted are strictly net cash against invoice. Prices quoted to U.K customers do not include carriage or packing charges or VAT or any similar taxes, levies or duties unless otherwise stated in writing and prices quoted to overseas customers are F.O.B unless otherwise stated in writing.

4. RISK/TITLE

4.1 The Goods are at the risk of the Customer from delivery.

4.2 Ownership of the Goods shall not pass to the Customer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of the Goods and all other sums which are or which become due to the Company from the Customer on any account.

4.3 Until ownership of the Goods has passed to the Customer, the Customer shall:

(a) hold the Goods on a fiduciary basis as the Company’s bailee;

(b) store the Goods (at no cost to the Company) separately from all other goods of the Customer or any third party in such a way that they remain readily identifiable as the Company’s property;

(c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and

(d) maintain the Goods in satisfactory condition and keep them insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Customer shall produce the policy of insurance to the Company.

4.4 The Customer may resell the Goods before ownership has passed to it solely on the following conditions:

(a) any sale shall be effected in the ordinary course of the Customer’s business at full market value; and

(b) any such sale shall be a sale of the Company’s property on the Customer’s own behalf and the Customer shall deal as principal when making such a sale.

4.5 The Customer’s right to possession of the Goods shall terminate immediately if:

• the Customer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors, or enters into liquidation except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Customer or notice of intention to appoint an administrator is given by the Customer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1984), or a resolution is passed or a petition presented to any court for the winding-up of the Customer or for the grant­ing of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer; or (b) the Customer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under any contract between the Company and the Customer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1984 or the Customer ceases to trade; or (c) the Customer encumbers or in any way charges any of the Goods.

4.6 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.

4.7 The Customer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Customer’s right to possession has terminated, to recover them.

4.8 Where the Company is unable to determine whether any Goods are the goods in respect of which the Customer’s right to possession has terminated, the Customer shall be deemed to have sold all goods of the kind sold by the Company to the Customer in the order in which they were invoiced to the Customer.

4.9 On termination of the Contract, howsoever caused, the Company’s (but not the Customer’s) rights contained in this condition 4 shall remain in effect.

5. No condition is to be made or implied, nor is any warranty given or to be implied as to the life and wear or merchantability of the goods supplied or that they will suitable for any particular purpose or processof for use under any specific conditions, notwithstanding such purpose or process or conditions may be known or made known to the Company.

6. Where the goods have been described by the Company, the goods so delivered by the Company shall be deemed to correspond with their description if they correspond with the sample, which was produced to and examined by the customer.

7. The description given to the goods is for the purpose of identification thereof only and the use of such a description shall not constitute a sale by description.

8. Notwithstanding a sample of the goods may have been inspected by the customer, it is hereby declared and agreed that such sample that such sample has been inspected by the customer so as to enable to customer to judge for itself the quality of the bulk and not so as to constitute a sale by sample under this contract. The Customer shall take the goods at its own risk as to their corresponding with the said sample or as to their quality condition or sufficiency for any purpose or process.

9. In the event that the goods supplied by the Company shall be considered by the customer to be not of merchantable quality or fit for their intended purpose, the Customer shall notify the Company immediately by fax or otherwise in writing giving all available details as to the alleged defect or defects and the process (if any) being or having been applied to the goods. The Customer shall also immediately give the Company facilities to examine the goods by its Engineers or other experts.

10 . The Customer or the user shall ensure that the goods are suitable in design and in all relevant ways for the purpose for which they were purchased from the Company or for the particular application intended and the Customer shall obtain full knowledge of the specific conditions which apply in that application. If the customer shall have any doubt about the suitability of the goods for the particular application, the Customer shall obtain such expert assistance as is necessary to ensure that the goods are suitable as aforesaid.

11. The Customer shall ensure that the goods are used only in the applications where adequate safeguards have been taken to ensure that there is no risk of personal injury or loss of life. The Customer shall ensure that all necessary pre-production and commissioning trials shall have been carried out to ensure the suitability of the goods.

12. Where requested to do so, the Company shall give such advice regarding the use of the goods to the Customer or condition that the information given by the Customer to the Company is the fullest possible information that can be supplied regarding the application to which the goods will be put by the Customer or the user. The decision and responsibility to use the goods in any application and in the particular application shall at all times remain with the Customer.

13. The Customer shall in the event of re-sale or transfer of the goods to any third party ensure that such re-sale or transfer is subject to such conditions as shall comply with the obligations and duties falling upon the Customer by reason of these Conditions of Sale set forth herein.

14. Delivery time shall not be the essence unless expressly agreed in writing in advance by the Company. Delivery times quoted by the Company are given in good faith but are always estimates which may change with circumstances beyond the control of the Company. The Company is not liable for any loss whatsoever sustained as a result of delays in delivering or non-delivery.

15 . Unless otherwise stated in writing by the Company, full payment of the sums due by the Customer shall be made within 30 days from the date of invoice. This term of the essence. If full payment is not made by the due date, the Customer shall pay interest on the amount due from the due date at 5% per annum above the base lending rate of Barclays Bank PLC for the time being in force. Such interest shall run from day to day and shall accrue after as well as before any judgment and shall be compounded monthly on the amounts overdue until full payment is made.

16. These conditions and the contract shall be subject to and construed in accordance with the English Law and the Customer shall submit to the jurisdiction of the Courts of England and Wales.