The following general terms and conditions for delivery and payment shall be applicable in respect of any and all deliveries and services by the DWK Life Sciences GmbH (“us”) to customers provided that the customer receives these deliveries or services as part of its commercial or entrepreneurial activity (the “Customer”). Any conflicting general purchasing terms and conditions of the Customer are hereby expressly rejected. Any such general purchasing terms and conditions shall apply only if we expressly confirm them in writing.


1.1 Unless otherwise agreed, the applicable prices are calculated in EURO (EUR), plus an additional amount for VAT as applicable from time to time. Unless special terms are agreed, the prices should be understood to be prices ex works, with no deduction or discount being granted for immediate payment.

1.2 If payment deadlines or dates specified in our order confirmation or otherwise agreed are not met, this will automatically give rise to all of the statutory consequences of default, without any special reminder being required. In particular, we reserve the right to charge interest at the applicable rate charged by our bank for utilised credit if such interest exceeds the interest rate prescribed by statute (9 percentage points above the base lending rate). Furthermore, the entire balance shall become due and payable immediately, irrespective of any payment targets.


2.1 We will endeavour to adhere to stipulated delivery deadlines. However, due to the hazards and peculiar features of glass processing, delivery deadlines will not be binding unless expressly agreed otherwise. Our delivery times are subject to our suppliers delivering the correct products to us on time. We undertake to inform the Customer of any unavailability of any of our products without undue delay and will reimburse the Customer any amounts paid in respect of the unavailable products.

2.2 In the case of any custom-made products, we reserve the right to deviate to a reasonable extent from the agreed quantity. The Customer must take delivery of surplus quantities. A variation of +/–10% in relation to the ordered quantity shall be deemed as the agreed tolerance.


3.1 The place of performance for the delivery is the principal place of business of our respective supplying factory. The place of performance for payment is our principal place of business.

3.2 When goods are transported, the risk (of accidental loss, destruction or deterioration) (the “Risk”) shall pass to the Customer as soon as we have delivered the goods to the carrier chosen by us.


Unless otherwise agreed, we will accept the return of packaging only to the extent that we are obliged to do so under the German Packaging Regulation (Verpackungsverordnung) or other mandatorily applicable legal regulations.


5.1 Unless agreed otherwise, our claim for payment of the purchase price becomes due immediately following receipt of the relevant invoice.

5.2 We reserve the right to assign any claim we may have against the Customer in whole or in part to a third party.

5.3 Any right for set-off or any right of retention may only be asserted by the Customer in respect of undisputed or finally determined and legally binding claims.

5.4 The Customer shall, irrespective of any other claims for reimbursement of costs we might have, be obliged to assume any fees, costs and expenses that accrue due to a legally successful enforcement of rights against the Customer outside of the Federal Republic of Germany provided these fees, costs and expenses were required for the enforcement action.


6.1 We warrant that the goods delivered by us are free of defects at time of risk transfer. The contractually required quality of our delivered goods is based, unless otherwise agreed, on the specifications, drawings or other product descriptions applicable in each case to the ordered articles, which we will provide to the Customer upon its request, possible at any time.

6.2 If, despite the greatest of care being taken, the delivered goods give rise to complaints, then, in accordance with § 377 of the German Commercial Code (Handelsgesetzbuch, or "HGB"), obvious defects must be notified without delay, and in any case no later than 14 calendar days after receipt of the goods, and hidden defects must be notified without delay after their discovery, otherwise the goods shall be deemed accepted. We shall not be liable for damage to deliveries through the breakage of glass during transit ("Breakages") where the cause of the damage arises after the passing of Risk. In such cases any claim for Breakages must be made against the carrier or under the policy of transit insurance. We shall not pay compensation for Breakages where the value of the relevant item is EUR 20.00 or less unless the Breakage is due to intentional conduct or gross negligence on the part of ourselves or our servants or agents.

6.3 Claims on the basis of defects as to quality shall become time-barred 12 months after delivery of our goods to our Customer. The foregoing provisions shall not apply to the extent that longer limitation periods are mandatorily prescribed by statute pursuant to § 438(1) No. 2 of the German Civil Code (Bürgerliches Gesetzbuch, or “BGB” – Physical Structures and Physical Objects used for Physical Structures), § 479 (1) BGB (Recourse Claim), and § 634a (1) BGB (Construction Defects).

6.4 Delivered goods which are returned to us because the wrong goods were delivered or due to a defect ("Returned Goods") shall only be accepted if we are notified of the Returned Goods before their dispatch and the following conditions are satisfied:

  1. Upon notification of any Returned Goods, the Customer shall be issued a processing number relating to the Returned Goods; such processing number must be entered on the documentation for the returned items;
  2. Any Returned Goods must be reported to our freight centre by delivering appropriate carriage documents with a reference to the processing number relating to the Returned Goods attached.

6.5 If, despite all care being taken, the delivered goods contain a defect that already existed at the time that the Risk passed, then we will, in our sole discretion and subject to receiving notification of the defect within the required time period, repair the goods or deliver substitute goods. We must always be given the opportunity to render supplementary performance (Nacherfüllung) within a reasonable time period.

6.6 If the supplementary performance fails to rectify the defect, the Customer may – notwithstanding any claims for compensatory damages – rescind the agreement or reduce the amount of the purchase price.

6.7 The following shall not give rise to any claims based on defects: merely immaterial deviations from the agreed condition of the goods, merely immaterial impairments to their utility, natural wear and tear, or loss or damage that arises after the Risk has passed as a result of incorrect or careless treatment, overuse, unsuitable operating resources, defective building work, unsuitable building foundations or special external influences that are not included or catered for in the contract. In addition, if the Customer or a third party improperly (in a non-workmanlike manner) carries out maintenance works on or makes modifications to the goods, then no further claims based on defects may be made in respect of such works or modifications or the consequences resulting therefrom.

6.8 Claims on the part of the Customer for expenses necessary to enable supplementary performance, particularly transport, tolls and other road and transport charges, labour costs and the cost of materials, are excluded to the extent that such expenses are increased because the goods delivered by us were subsequently taken to a location other than the Customer's business premises, unless such displacement is consistent with the authorised use of the goods.

6.9 Any recourse claims on the part of the Customer against us shall exist only to the extent that the Customer has not entered into any agreements with its customers going beyond the mandatory statutory claims regarding defects. Clause 6.7 shall apply accordingly in respect of any such recourse claim by the Customer against us.


7.1 Unless otherwise agreed, we have an obligation (although such obligation exists only in the country in which the place of delivery is located) to deliver the goods free from the industrial property rights and intellectual property rights of third parties (hereinafter referred to as “Proprietary Rights”). In the event that a third party makes legitimate claims against the Customer for infringement of Proprietary Rights based on the goods delivered by us and used in accordance with the contract, we shall be liable to the Customer within the period specified in clause 6.2 above as follows:

  1. In our sole discretion and at our own expense, we will either secure a license for the goods concerned, or modify them so that the Proprietary Right is not infringed, or exchange them. If we are unable to do any of the above on reasonable terms, then the Customer shall be entitled to the statutory rights of rescission and reduction of the purchase price.
  2. The provisions of clause 8 shall apply to any claims for compensatory damages or claims for the reimbursement of expenses.
  3. Our obligations as described above shall exist only on the condition that the Customer notifies us in writing without delay of the claims asserted by the third party, the Customer does not admit to the infringement and leaves in our hands any defence of the claims and settlement negotiations. If the Customer discontinues using the delivered goods in order to mitigate loss or for any other good reason, then the Customer shall notify the third party of the fact that discontinuing use of the goods in no way constitutes an admission of an infringement of Proprietary Rights.

7.2 Claims on the part of the Customer are excluded if the Customer is responsible for the infringement of the Proprietary Rights.

7.3 Claims on the part of the Customer shall be further excluded if the infringement of the Proprietary Rights is a result of special instructions issued by the Customer, an application or use of the goods that was not foreseeable by us, or as a result of the Customer modifying the goods or using them together with goods not delivered by us.

7.4 In the event of an infringement of a Proprietary Right and regarding claims by the Customer arising according to clause 7.1 a), the provisions set forth under clauses 6.4 and 6.8 shall otherwise apply accordingly to the Customer’s claims.

7.5 If other title defects exist, then the provisions of clause 6 shall apply mutatis mutandis.


8.1 In the event of a breach of a pre-contractual, contractual and/or other obligation, including unsatisfactory delivery, tortious conduct and manufacturer's liability, we shall be liable for compensatory damages and the reimbursement of costs – subject to further contractual or statutory liability requirements – only in the case of wilful conduct or gross negligence and in the event of a breach of a material contractual duty only (i.e. being a contractual duty, the infringement of which jeopardises the ultimate purpose of the contract and whose fulfillment the Customer can under regular circumstances expect) also due to ordinary negligence. However, our liability for simple and gross negligence as well as in the event of liability that arises regardless of negligence or fault, shall be limited to typical contractual loss, damage or expense that was foreseeable at the time the contract was entered into.

8.2 The exclusions and limitations of liability set forth under clause 8.1 shall not apply in the event that a guarantee is given within the meaning of § 443 BGB with respect to the condition of the goods at the time the Risk passes to the Customer or the durability of the goods (i.e. a declaration by the seller that the object of the purchase as of the time the Risk passes possesses a certain quality or will maintain a certain quality and that the seller is willing to assume responsibility for any consequences arising from the fact that such quality does not exist regardless of negligence or fault), or a defect is fraudulently concealed, in the event of injury to life, body or health, or mandatory liability under the German Product Liability Act (Produkthaftungsgesetz). In the event of fraudulently concealing a defect or in respect of any guarantee pursuant to § 443 BGB, the Customer´s rights shall solely be determined according to the statutory law or the content of the guarantee.

8.3 Irrespective of the Customer´s claims regarding compensatory damages and the reimbursement of costs set out in clause 8.1, any further claims or other claims than the rights set out in clauses 6 and 7 regarding any defect or title defects by us or against any of our agents shall be excluded.


Drawings, diagrams, measurements and weights are approximate only, unless they are expressly stipulated to be binding. The Customer shall guarantee that working drawings (construction diagrams) supplied by it do not infringe the Proprietary Rights of third parties and shall hold us harmless in the event that rights of recourse are asserted by third parties.


Documents supplied by us may not be copied or made available to third parties, or used for any purpose other than the agreed purpose.


11.1 We shall retain title to the goods until all of our claims, including claims arising in the future, are fully paid. The Customer may process and sell the goods in accordance with the following conditions: If the goods are further processed or remodelled by the Customer, then we shall be deemed the manufacturer within the meaning of § 950 BGB and shall acquire direct title to the intermediate or final products. As a precaution, the Customer hereby assigns and transfers to us the ownership of any new goods created by further processing or remodeling any goods delivered by us subject in each case only to the execution of the relevant purchase contract. In respect of such goods assigned and transferred to us, the Customer shall be merely the custodian or bailee of such goods. If the goods subject to the reservation of title ("Reserved Goods") are mixed or processed with other property not belonging to us, then we shall acquire a co-ownership interest in the new item proportionate to the value of the Reserved Goods to the other property.

11.2 The goods may be sold only in the normal and ordinary course of business and only if claims deriving from their resale are not assigned to third parties beforehand. The Customer’s claims deriving from a resale of the Reserved Goods are hereby assigned to us subject only to the execution of the purchase agreement between us and the Customer, this assignment shall also include any right arising from the fact and to the extent that these goods are mixed or combined with other property. In such a case, the assigned claims shall serve as our security only up to the value of the Reserved Goods sold in each case. We will not collect on the assigned claims for as long as the Customer complies with its payment obligations. However, the Customer has an obligation to disclose to us the identity of the third party debtor at our request and to notify such debtor of the assignment. The Customer may collect on the claims resulting from sale of the Reserved Goods unless and until it receives instructions from us to the contrary. The Customer must immediately transfer any amounts collected by it to us if, to the extent that and as soon as our claims are due.

11.3 Pledges or the granting of security interests in, or any assignment of, the Reserved Goods or the assigned claims are not permitted. The Customer must inform us immediately of any action by third parties affecting the Reserved Goods or the assigned claims. We agree to release the assigned claims in our sole discretion if they exceed the value of our claims to be secured by more than 20% and are derived from fully paid deliveries.

11.4 In the event of a breach of duty by the Customer, particularly in the case of default on payment, we are entitled to rescind the agreement in whole or in part and recover the Reserved Goods and the Customer has an obligation to deliver up the Reserved Goods. The declaration of recovery or the enforcement of the reservation of title or any seizure of the goods by us shall constitute a declaration of rescission from the agreement with respect to the Reserved Goods.

11.5 If, in the case of non-domestic sales, the reservation of title agreed under this clause 11 is not permitted with the same effect as under German law, then we shall retain title to the goods until payment of all of our claims arising out of the contractual relationship formed through the sale of the goods. If the foregoing reservation of title is not permitted with the same effect as under German law either, but it is permissible to reserve other rights in respect of the goods, then we are authorised to exercise all of these rights. The Customer shall cooperate in all actions we may wish to take in order to protect our ownership interest or alternative right in the goods.


Any acceptance of a return of goods and any repayment of the purchase price relating to such goods shall be in our sole discretion and under the proviso that we are not legally obliged to do so. The following rules shall apply to any goods that are returned to us unless the goods are Returned Goods within the meaning of clause 6.4:

  1. Any goods that are returned must have been purchased within 4 weeks in the case of deliveries within the Federal Republic of Germany or within 8 weeks in the case of deliveries to customers situated in Europe or within 12 weeks in the case of deliveries to customers situated outside of Europe. The time limits commence running on the date that the goods have been delivered to the Customer and expire on the date of receipt of the returned goods.
  2. The provisions of clause 6.4 shall apply accordingly to the acceptance, notification and labeling of goods that are returned to us.
  3. Only unopened and undamaged goods without additional stickers or labeling attached to them shall be accepted. We must be able to resell the goods.
  4. Any return of goods shall be at the Customer’s sole cost and risk.
  5. We shall also charge a handling fee equivalent to 20% of the value of the item returned subject to a minimum charge of EUR 20.00 per return. Such sums shall be deducted from an amount that is being reimbursed to the Customer.
  6. Custom-made products may not be returned.


13.1 With the exception of conflict of law rules under private international law and the provisions of the UN Convention on Contracts for the International Sale of Goods ("UN-CISG"), the substantive law of the Federal Republic of Germany shall apply to all legal relationships with the Customer.

13.2 Sole place of jurisdiction for both parties regarding all legal disputes arising out of the relevant purchase contracts or in connection with the supply relationship, including bill of exchange matters, is our head offices. If we appear as the plaintiff, we are also entitled to bring an action before the court responsible for the Customer’s head office.


Moulds and tools produced on behalf of the Customer, whether by us or sourced from third parties shall remain in our ownership and possession. At the start of the contract, the Customer shall pay the agreed mould and tool contribution which grants the right to exclusively be supplied from these moulds. At the end of the contract, or any other discontinuation of the project, no assignment or transfer of the moulds and tools will take place; they will remain our property, and in our possession. In these cases, however, the Customer shall be entitled to demand that we scrap the moulds and tools at our own expense and provide evidence of the scrapping to the Customer. An obligation by us to store project-related moulds and tools shall end automatically at the end of the contract or project. If there is no written agreement to the contrary, a project shall be deemed to have ended after the expiry of a two-year period after our confirmation of the Customer’s last order.

We shall ensure proper storage, handling and maintenance of the moulds and tools within the usual scope, during the term of the project. If the moulds or tools are destroyed or damaged due to improper storage, handling or maintenance by us then they shall be repaired or newly acquired at our expense. The same applies to loss, destruction or damage as a result of force majeure. In the case that moulds and tools are used beyond their limit of wear and tear, the Customer shall bear the costs of the new moulds and tools to be acquired by us, up to the amount of the originally agreed cost contribution for the worn part. Should the limit of wear and tear be reached prior to reaching an output quantity individually guaranteed, or if the Customer proves that the wear and tear is due to a fault of the mould or tool, or an operating error by us, then we will bear the full cost of replacement. The above provisions shall apply accordingly to the moulds and tools acquired as replacement.

15. ESG (Environmental, Social, Governance)

The supplier is obligated to take preventive measures, both with regard to their own business operations and with regard to their subcontractors, in order to avoid violation of human rights, occupational health and safety regulations and environmental protection regulations. This should happen in accordance with the respective applicable statutory provisions, the UN Guiding Principles on Business and Human Rights and the DWK Supplier Code of Conduct and Human Rights Policy to identify violations or threatened violations.

At any time DWK has the right to verify the suppliers' compliance with the above requirements, for example by means of an audit or an annual report from the supplier describing how they have ensured compliance with the standards and how they have dealt with cases of non-compliance.

April 2017



In these conditions of Sale ‘the Company’ means DWK Life Sciences Limited ‘the Buyer’ means any company, firm, or individual from whom the Company receives an order which the Company has accepted in writ-ing: ‘the Goods’ means the product, materials, equipment and/or services to be supplied by the Company; ‘Specification’ means the technical description (if any) of the Goods contained or referred to in the order.


The Company accepts orders for the supply of Goods subject only to these conditions. No variation of these conditions shall be valid or binding on the Company and these conditions shall override any incon-sistent terms or conditions contained or referred to in any order, or correspondence of the Buyer or elsewhere unless such variation is made and accepted in writing by the Company.


Unless fixed prices have been specifically agreed in writing by the Company notwithstanding any offer, quotation, tender price or price list, all prices are subject to alteration without notice and Goods will be invoiced at prices and, where applicable, exchange rates ruling at time of despatch. Unless otherwise agreed in writing all prices are strictly net of delivery charges, VAT and any other tax or duty which shall be added to the price payable by the Buyer.


Accounts are payable strictly as specified on the Company’s invoice. Usually this will be 30 days end of month, that is payment required the end of the month following invoice date. Credit terms may be offered subject to satisfactory credit vetting of the Buyer by the Company. The offer of credit will be at the sole discretion of the Company. Where credit is offered payment of the price and VAT and any other applicable costs shall be due.Where agreed credit limits have been exceeded, the company may request payment of current invoices before releasing further shipments.

Without prejudice to the Company’s rights, such payment shall be a condition precedent to any further deliveries. The Company reserves the right to charge interest on late payment of 2% per month above the base rate quoted by HSBC from time to time from the due date until full payment is received.

Unless otherwise agreed in writing, the contract price shall be paid in Pound sterling. Where credit terms are not strictly adhered to the Company reserves the right to withdraw this facility at any time. In cases where credit is not offered payment may be required before release of goods by the Company.

The Company may request for overseas orders, payment by letter of credit established in favour of the Company at the time of placing of the order by the Buyer. This must be advised via a first class British Clearing Bank acceptable to the Company and maintained valid for cash drawings against presenta-tion of the Company’s invoice(s) until final contract payment but in any case for at least 3 months after scheduled completion of the contract taking into account any agreed extensions. The acceptance by the Company of the Buyer’s order is conditional upon such letter of credit being received with the order. The Buyer agrees to arrange extension of such letter of credit for such period as may be requested by the Company from time to time.

Other payment terms may be requested from time to time, depending upon individual orders, customer risk or country risk and will be discussed and agreed between the Company and the Buyer before despatch.

No claim by the Buyer under warranty or otherwise shall entitle the Buyer to any deduction, retention or withholding of any part of any sums due for payment hereunder. The Buyer shall not be entitled to any set off or obligations within or between contracts with the Company. All consular and bank charges and import and customs duties and taxes arising from or by virtue of the contract must be paid by the Buyer.


Dates quoted for delivery are estimated only and not conditions of sale. No claim shall be made by the Buyer nor shall the Buyer refuse to accept delivery on the grounds of any failure to deliver on any particular date or dates.


Delivery shall be deemed to be effective when the Goods are unloaded at the delivery address nominated by the Buyer or his agent for delivery, save where the Goods are to be collected by the Buyer or his Agent, when the Goods are loaded onto the vehicle collecting them. The Company reserves the right to deliver goods by instalments and in such event each instalment shall be treated as a separate contract provided that deliveries of further instalments may be withheld until the Goods or materials comprised in earlier instalments have been paid for in full.


Goods can only be supplied in the ‘standard pack or quantity’ or ‘minimum buying quantity’ shown in the Company price lists or in multiples thereof. The Company will use all reasonable endeavours to produce and deliver the quantity of Goods ordered but every contract and delivery is subject to the margins of tolerances (whether over or under the quantity stipulated) customary in the trade and no guarantee or warranty is given or implied on the part of the Company which is incompatible with this provision.


CFR and CIF prices where appropriate will be based on the current rates of freight and insurance. Should any fluctuations in freight and insurance rates occur before completion of a contract the Company reserves the right to amend such prices effective from the date of such changes in rates. CFR prices will include cost and freight by direct routes to principle ports, airports or railheads in a Buyer’s territory rel-evant to the means of transport and at the Company’s discretion. CIF prices will, in addition to CFR terms, include loss on the basis of CIF value plus 10% but not include insurance for breakage unless specifically requested. Any additional insurance will be for the Buyer’s account. Cover notes will be issued for claims payable at destination and carrying an excess clause. It will be the Buyer’s responsibility to present the claim in accordance with the provisions of these conditions.


Prices shown in quotations or contracts will include the cost of the Company’s normal packaging for destinations in the UK or for export unless stated otherwise. Any other forms of packaging supplied at customer‘s request will be charged extra and will be non-returnable.


If the Buyer refuses or fails to take or accept delivery of the Goods at the time specified, the contract price shall nevertheless be paid as if delivery has taken place. The Company shall be entitled at its option to terminate the contract with immediate effect to dispose of the Goods as the Company may determine and to recover from the Buyer any loss and additional costs incurred as a result of such refusal or failure or to charge the Buyer for storage and other loss and expense reasonably incurred or suffered by the Company as a result of such refusal or failure but the Company shall not be bound to take any steps for the custody and care of such Goods or shall not be liable for any loss or damage suffered by the Buyer arising therefrom.


(a) T PASSING OF TITLEhe absolute legal and beneficial ownership in all Goods shall remain vested in the Company and shall not pass to the Buyer until the purchase price of the order of which they form part (each order being considered as a whole) and all other monies owing by the Buyer to the Company on any account shall have been paid in full by the Buyer to the Company.

(b) Until such payment has been made, the Buyer shall hold the Goods sold as bailee of the Company and in a fiduciary capacity and shall not sell, dispose of, process or use the Goods except with the express written permission of the Company and on condition that if authorised to resell the Goods to a third party, the Buyer shall not mingle any proceeds of sale with any other monies and shall at all times keep them in a separate bank account and identifiable as the Company’s monies and shall forthwith account to the Company for the proceeds of sale to the extent of the Buyer’s indebtedness to the Company.

(c) Pending receipt of payment made in accordance with these conditions the Goods shall be set aside and stored separately from other Goods in the possession of the Buyer so as to be clearly and separately identifiable and the Buyer shall deliver them upto the Company at any time on demand.

(d) In the event that the Buyer shall breach any of its obligations under these conditions or under any other agreement between the parties, the Company reserves the immediate right to repossess all or any of the Goods to which it has retained title aforesaid and thereafter to resell the same and for this purpose the Buyer hereby grants an irrevocable right of licence to the Company’s servants and agents to enter upon all or any of its premises with or without vehicles during business hours. This right shall continue to subsist notwithstanding the termination of the contract for any reason and is without prejudice to any accrued rights of the Company hereunder or otherwise.


The risk in the Goods shall pass to the Buyer upon delivery. The Buyer shall insure the Goods with a reputable insurance company and if the same are damaged or destroyed, then such insurance monies as are payable shall be immediately paid by the Buyer to the Company to the extent of the indebtedness of the Buyer to the Company and without prejudice to any right of the Company to recover from the Buyer any balance of the purchase price remaining due under the contract.


In the event of any loss or damage or delay to any Goods delivered at our risk to the Buyer or to his agent or otherwise to his order notice of the same shall be given to us in writing by the Buyer forthwith upon delivery (or, in the case of loss of any Goods, at the time when the Goods should have been delivered) and the Buyer shall at the same time take all necessary steps to notify the carrier in writing of any such loss damage or delay and where practicable shall enter a note of the same upon the carriers receipt. If by reason of the failure of the Buyer to give any such notice as provided above, the Company is precluded from making a recovery from the carrier in respect of the loss damage or delay complained of then the Company shall not be liable for any claim by the Buyer in respect thereof and the Buyer shall be liable to pay for the Goods as though no such loss damage or delay had occurred.


The Company warrants that the Goods shall be in conformity with the Specification or be within its usual tolerances as to quality and finish. The Company shall replace or at its option refund the purchase price as applicable to any Goods which do not in its sole opinion comply with this warranty, provided always that any claim under this warranty is made within 24 hours of commencement of the processing of the Goods or (if earlier) within 28 days of delivery of the Goods alleged to be defective. It is the Buyer’s responsibility to determine whether the Goods are suitable for the contemplated use, whether or not such use is known to the Company. No warranty, condition or representation is given or made as to the quality of the Goods supplied hereunder their condition or their fitness for any particular purpose and any such warranty, condition or representation whether express or implied whether by statute, by collateral agreement or otherwise is hereby excluded.


Under normal trading circumstances, the Company does not accept the return of any products that meet the product warranty criteria outlined in section 14.


Except for death or personal injury caused by the negligence of the Company, the Company’s aggregate liability to the Buyer howsoever arising whether for negligence, breach of contract, misrepresentation or otherwise shall under no circumstances exceed the cost of the defective, damaged or undelivered Goods which give rise to such liability as determined by the net price invoiced to the Buyer in respect of any occurrence or series of occurrences.


The Buyer may cancel or suspend the contract only with the Company’s prior written consent following agreement by the Buyer to reimburse the Company in an amount to be determined by the Company or the Buyer may, not later than 3 days before the scheduled delivery date, by written notice, cancel the order for Goods provided that the Buyer shall reimburse the Company for any costs incurred up to the date of receipt of the notice of such cancellation.


The Company shall (without prejudice to any of its other rights hereunder) be entitled to terminate any contract forthwith by written notice to the Buyer if the Buyer shall:

  1. Become insolvent
  2. Fail to pay any amounts falling due (whether under these conditions or otherwise) to the Company within 30 days of the date payment is due.
  3. Have a Receiver appointed
  4. Pass a resolution for winding-up (other than for purposes of reconstruction or amalgamation)
  5. Commit a breach of any term of the contract or any other contract with the Company.


If the commencement, continuation or complete performance by the Company of its obligations under this contract is prevented, hindered, delayed or rendered uneconomic by reason of force majeure then the Company shall not be responsible to the Buyer for any loss or damage incurred or sustained by the Buyer as a result. For the purpose of this condition, the term Force Majeure shall include any factor affecting the performance of this contract attributable to acts, events, non-happenings, omissions or incidents beyond the reasonable control of the Company and, in particular, (but without limiting the generality of the foregoing), the following, namely: strikes, lock-outs, riots, civil revolution, war, state of national emergency of governmental action, trade dispute or labour disturbance, accident, break down of plant or machinery, difficulty or increased expense in obtaining workmen, materials or transport, fi re, explosion, storm, flood, earthquake or other natural physical disaster or circumstances affecting the supply of the Goods (or the raw materials therefore) by a Company’s normal source of supply or the delivery of the Goods by the Company’s normal route or means of delivery.


The Buyer’s order must specify the number, date of expiry and value of any necessary Import Licence.


Any notice hereunder shall be deemed to have been given if sent by pre-paid, first class post, fax or email to the party concerned at its last known address. Notices sent by first-class post shall be deemed to have been given 7 days after dispatch and notices sent by fax or email shall be deemed to have given on the date of dispatch.


All contracts made with the Company shall be governed by and construed according to the laws of England and the parties hereby submit to the jurisdiction of the English courts.

April 2015