Terms and Conditions

The following Conditions of Sale apply to all orders accepted by Insulated Tools Limited (“the Company”) for goods supplied (“the goods”) to the customer (“the Customer”).

1. APPLICABLE TERMS

1.1 Any contract made with the Company shall incorporate and be subject to these conditions and any representation of warranty, written or oral made or given prior to the contract is hereby expressly excluded and all leaflets, specifications, catalogues, price lists and other advertising matter are intended only to present a general idea of the goods and any uses described therein. Any conditions stipulated by the Customer which are in rejection of, in addition to, or inconsistent with these terms and conditions shall be deemed to be a counter-offer to the Company and shall not be binding upon the Company save as agreed in writing and signed by the Company.

1.2 All orders are subject to the goods or their component parts being economically procurable by the company.

2. PRICE

2.1 The Company reserves the right to increase the prices quoted in the order in the event of any increase in costs, duties or market or exchange rate fluctuations whether such costs are for components, labour, materials, parts, accessories or transport.

2.2 The price quoted does not (unless stated in writing to the contrary) include the amount of any VAT or any other sales tax or excise duties paid or payable by the Company and where applicable these shall be added to the price and be payable by the Customer.

3. PAYMENT

3.1 Unless otherwise agreed in writing payment must be made net within 30 days of the date of the Company’s invoice.

3.2 The Company reserves the right to call for a deposit with the order.

3.3 The Company reserves the right to charge interest from the date payment becomes due at the rate of 4% per month or part of the month calculated on the invoiced amount until settlement in full as well after as before any judgement.

3.4 In the event that the Customer defaults in any payment when due the Company reserves the right (without prejudice to any other of its rights) to cancel any existing contract between the Customer and the Company or to suspend delivery until payment shall have been made.

4. RISK

The risk in respect of all goods sold under the contract shall pass to the Customer upon the delivery to the Customer or to the Customer’s order or to any carrier arranged by the Customer. In any event title to the goods shall not pass to the Customer except as provided in Clause 5 hereof.

5. TITLE RETENTION

5.1 Notwithstanding delivery and the passing of risk in the goods, or any other provision of these conditions, the property in the goods shall not pass to the Customer until the Company has received in cash or cleared funds payment in full of the purchase price of the goods and all other goods sold by the Company to the Customer for which payment is due.

5.2 Until such time as the property in the goods passes to the Customer, the Customer shall hold the goods as the Company’s fiduciary agent and bailee, and shall keep the goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as the Company’s property.

5.3 Until such time as the property in the goods passes to the Customer (and provided the goods are still in existence and have not been resold), the Company shall be entitled at any time to required the Customer to deliver up the goods to the Company and, if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the goods are stored and repossess the goods.

5.4 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the goods which remain the property of the Company, but if the Customer does so, all monies owing by the Customer to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable.

6. DELIVERY

6.1 Any dates quoted for despatch or delivery of the goods are estimates only and are not guaranteed. The Company shall use all reasonable efforts to despatch or deliver the goods in accordance with any time specified such time being calculated from the date of final instructions and information and any drawings or licences are received by the Company from the Customer but shall not be liable for any loss or damage including consequential loss or damage for any failure or delay in despatch or delivery howsoever arising.

6.2 The Company shall not be liable for any delay in delivery or failure to deliver as a result of strikes, labour disputes or other industrial actions, fire, flood, accident or any other cause beyond the direct control of the Company and in the event of any such delay the Company shall have the right to extend the delivery date by agreement with the Customer or at the Company’s option cancel the contract.

6.3 The Customer shall not be entitled to rescind the contract due to late delivery.

7. NOTICE OF ERRORS

Claims regarding errors in despatch (including short deliveries) or invoicing of goods must be made in writing within seven days after receipt thereof.

8. THE COMPANY’S WARRANTIES

8.1 Provided the Company is informed of any defect in material or workmanship as soon as possible after discovery thereof the Company at its own cost will repair or at its discretion will replace any defective goods on condition that such goods are inspected by the Company and found to be defective in material or workmanship under normal use and service and the customer has used the goods for the purpose for which they were designed.

If the Company so requires goods shall be returned carriage paid by the Customer, which will be reimbursed should such claim be valid. It is a condition of this warranty that the Company will not be liable to repair or replace any of the goods if the goods have not been properly maintained or cared for or have been subjected to any misuse, unauthorised repair, replacement, modification or alteration.

8.2 If the Company considers it impracticable to repair or replace any defective goods it shall refund the cost thereof to the Buyer less an allowance for any use of the goods by the Buyer. The Company shall not be liable for any additional expense, costs or damages to the Buyer.

9. COMPANY’S LIABILITY AND WARRANTIES

9.1 It is the responsibility of the Customer to ensure that the goods comply with the contract description and to bring to the attention of the Company in writing within seven days of delivery of any non compliance. Being in such event any alleged claim the details and goods must immediately be made available for inspection by or on behalf of the Company. No claim made after this period regarding the non compliance with description will be entertained, except under any warranty applicable to the goods.

9.2 Save as aforesaid and in Clause 8.1 hereof and save in respect of death or personal injury resulting from the proven negligence of the Company its servants or agents, the company shall not be liable for any claim or claims for direct or indirect, consequential or incidental injury loss or damage whether in contract or tort (including negligence on the part of the Company its servants or agents) arising out of or in connection with any defect in the goods or any act, omission, neglect or default of the Company its servants or agents in the performance of the contract.

9.3 The Customer accepts as reasonable that the Company’s total liability for any goods which are defective shall be as set out in these Terms and Conditions of Sale.

9.4 THE BUYER SHALL MAKE PROPER INSURANCE ARRANGEMENTS TO PROVIDE ADEQUATE COVER AGAINST ALL USUAL RISKS AND TO TAKE ACCOUNT OF THE COMPANY’S LIMITATION OF LIABILITY.

10. DEFAULT OF THE CUSTOMER

If the Customer becomes bankrupt, insolvent or compounds or makes any arrangement with his creditors, or being a company goes into liquidation (other than for the purpose of reconstruction or amalgamation or has an administrative order or has an administrative receiver appointed over its assets or an administration order made, the Company may give notice cancelling the contract and thereafter may resell the goods and any loss and expenses sustained on the resale shall be paid to the Company by the Customer.

11. POINT OF SALE / MERCHANDISING / DRAWINGS

Any drawings, merchandising units, point of sale materials, illustrations, photographs and other materials (and all copyright and intellectual property rights in the goods) provided by the Company in connection with or prior to a Contract with the buyer shall remain the property of the Company and the Customer may not sell, loan or part with possession of the same or take copies thereof or manufacture or produce themselves or by through third parties any of the goods

12. NOTICES

Any notice (which expression shall include any advice note, invoice or other document) must be in writing and may be served on the Customer or his agent either personally or by leaving it at, or sending it by first class prepaid post, telex or email to, his last known residence or place of business. Such notice shall be deemed to have been served where delivery by hand or where sent by telex/e-mail immediately on delivery of transmission and in the case of a letter 48 hours after posting.

13. English Law shall apply to the contract and the parties submit to the non-exclusive jurisdiction of the English Courts.

14. HEADINGS The headings are for ease of reference only and do not affect the interpretation or construction or form part of these conditions.