Conditions of Sale

 Interpretation In these Conditions:

‘BUYER’ means the person who accepts a quotation of the Seller for the sale of the Goods or
whose order for the Goods is accepted by the Seller
‘GOODS’ means the goods (including any instalment of the goods or any parts for them) which
the Seller is to supply in accordance with these Conditions
‘SELLER’ means Advance Joinery of The Old Brickyard, Pontrilas, Herefordshire, HR2 0DJ
‘CONDITIONS’ means the standard terms and conditions of sale set out in this document and
(unless the context otherwise requires) includes any special terms and conditions agreed in
writing between the Buyer and the Seller
‘CONTRACT’ means the contract for the purchase and sale of the Goods
‘WRITING’ includes telex, cable, facsimile transmission and comparable means of
communication.

1.1 Any reference in these Conditions to any provision of a statute shall be construed as a
reference to that provision as amended, reenacted or extended at the relevant time.
1.2 The headings in these Conditions are for convenience only and shall not affect their
interpretation.

2. Basis of the sale
2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written
quotation of the Seller which is accepted by the Buyer, or any written order of the Buyer which
is accepted by the Seller, subject in either case to these Conditions, which shall govern the
Contract to the exclusion of any other terms and conditions subject to which any such quotation
is accepted or purported to be accepted, or any such order is made or purported to be made, by
the Buyer.
2.2 No variation to these Conditions shall be binding unless agreed in Writing between the
authorised representatives of the Buyer and the Seller.
2.3 The Seller’s employees or agents are not authorised to make any representations concerning
the Goods unless confirmed by the Seller in Writing. In entering into the Contract the Buyer
acknowledges that it does not rely on any such representations which are not so confirmed.
2.4 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or
its employees or agents as to the storage, application or use of the Goods which is not confirmed
in Writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and
accordingly the Seller shall not be liable for any such advice or recommendation which is not so
confirmed.
2.5 Any typographical, clerical or other error or omission in any quotation, sales literature, price
list, acceptance of offer, invoice or other document or information issued by the Seller shall be
capable of correction by the Seller without any liability on the part of the Seller.

3. Orders and specifications
3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and
until confirmed in Writing or Verbally by the Seller.
3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any
order (including any applicable specification) submitted by the Buyer, and for giving the Seller
any necessary information relating to the Goods within a sufficient time to enable the Seller to
perform the Contract in accordance with its terms.
3.3 The quantity, quality and description of and any specification for the Goods shall be those set
out in the Seller’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the
Seller).
3.4 If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller
in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller
against all loss, damages, costs and expenses awarded against or incurred by the Seller in
connection with or paid or agreed to be paid by the Seller in settlement of any claim for
infringement of any patent, copyright, design, trade mark or other industrial or intellectual
property rights of any other person which results from the Seller’s use of the Buyer’s
specification.
3.5 The Seller reserves the right to make any changes in the specification of the Goods, which do
not materially affect their quality or performance or fitness for purpose.
3.6 No order which has been accepted by the Seller may be cancelled by the Buyer except with
the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in
full against all loss (including loss of profit), costs (including the cost of all labour and materials
used), damages, charges and expenses incurred by the Seller as a result of cancellation.

4. Price of the goods
4.1 The price of the Goods shall be the Seller’s quoted price or, where no price has been quoted
(or a quoted price is no longer valid), the price listed in the Seller’s published price list current at
the date of acceptance of the order. All prices quoted are, save in the case of manifest error, valid
for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by
the Seller without giving notice to the Buyer.
4.2 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to
increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any
factor beyond the control of the Seller (such as, without limitation, any alteration of duties,
significant increase in the costs of labour, materials or other costs of manufacture), any change in
delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any
delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate
information or instructions.
4.3 Except as otherwise stated under the terms of any quotation or in any price list of the Seller,
and unless otherwise agreed in Writing between the Buyer and the Seller, all prices are given by
the Seller on an ex works basis, and where the Seller agrees to deliver the Goods otherwise than
at the Seller’s premises, the Buyer shall be liable to pay the Seller’s charges for transport,
packaging and insurance.
4.4 The price is exclusive of any applicable value added tax, which the Buyer shall be
additionally liable to pay to the Seller.
4.5 The cost of pallets and returnable containers will be charged to the Buyer in addition to the
price of the Goods, but full credit will be given to the Buyer provided they are returned
undamaged to the Seller before the due payment date.

5. Terms of payment
5.1 Subject to any special terms agreed in Writing between the Buyer and the Seller, the Seller
shall be entitled to invoice the Buyer for the price of the Goods on or at any time after delivery of
the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to
take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the
price at any time after the Seller has notified the Buyer that the Goods are ready for collection or
(as the case may be) the Seller has tendered delivery of the Goods.
5.2 The Buyer shall pay the price of the Goods within 14 days of the date of the Seller’s invoice,
and the Seller shall be entitled to recover the price, notwithstanding that delivery may not have
taken place and the property in the Goods has not passed to the Buyer. The time of payment of
the price shall be of the essence of the Contract. Receipts for payment will be issued only upon
request. Account holders shall pay the price of the Goods within 30 days.
5.3 If the Buyer fails to make any payment on the due date then, without prejudice to any other
right or remedy available to the Seller, the Seller shall be entitled to:
5.3.1 cancel the contract or suspend any further deliveries to the Buyer;
5.3.2 appropriate any payment made by the Buyer to such of the Goods (or the goods supplied
under any other contract between the Buyer and the Seller) as the Seller may think fit
(notwithstanding any purported appropriation by the Buyer); and
5.3.3 accelerate the date for payment of any other unpaid invoices;
5.3.4 charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the
rate of 2 per cent per annum above Barclays Bank base rate from time to time, until payment in
full is made (a part of a month being treated as a full month for the purpose of calculating
interest).

6. Delivery
6.1 Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller’s
premises at any time after the Seller has notified the Buyer that the Goods are ready for
collection or, if some other place for delivery is agreed by the Seller, by the Seller delivering the
Goods to that place.
6.2 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be
liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of
the essence of the Contract unless previously agreed by the Seller in writing. The Goods may be
delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to
the Buyer.
6.3 Where delivery of the Goods is to be made by the Seller in bulk, the Seller reserves the right
to deliver up to 10 per cent more or 10 per cent less than the quantity ordered without any
adjustment in the price, and the quantity so delivered shall be deemed to be the quantity ordered.
6.4 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate
contract and failure by the Seller to deliver any one or more of the instalments in accordance
with these Conditions or any claim by the Buyer in respect of any one or more instalments shall
not entitle the Buyer to treat the Contract as a whole as repudiated.
6.5 If the Seller fails to deliver the Goods (or any instalment) for any reason other than any cause
beyond the Seller’s reasonable control or the Buyer’s fault, and the Seller is accordingly liable to
the Buyer, the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in
the cheapest available market) of similar goods to replace those not delivered over the price of
the Goods.
6.6 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery
instructions at the time stated for delivery (otherwise than by reason of any cause beyond the
Buyer’s reasonable control or by reason of the Seller’s fault) then, without prejudice to any other
right or remedy available to the Seller, the Seller may:
6.6.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs
(including insurance) of storage; or
6.6.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable
storage and selling expenses) account to the Buyer for the excess over the price under the
Contract or charge the Buyer for any shortfall below the price under the Contract.

7. Risk and property
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer:
7.1.1 in the case of Goods to be delivered at the Seller’s premises, at the time when the Seller
notifies the Buyer that the Goods are available for collection; or
7.1.2 in the case of Goods to be delivered otherwise than at the Seller’s premises, at the time of
delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller
has tendered delivery of the Goods.
7.2 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 Buyer until the Seller has
received in cash or cleared funds payment in full of the price of the Goods and all other goods
agreed to be sold by the Seller to the Buyer for which payment is then due.
7.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the
Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of
the Buyer and third parties and properly stored,
protected and insured and identified as the Seller’s property, but the Buyer shall be entitled to
resell or use the Goods in the ordinary course of its business.
7.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are
still in existence and have not been resold), the Seller shall be entitled at any time to require the
Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter
upon any premises of the Buyer or any third party where the Goods are stored and repossess the
Goods.
7.5 The Buyer 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 Seller, but if the Buyer does so
all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy
of the Seller) forthwith become due and payable.

8. Warranties and liability
8.1 Subject to the conditions set out below the Seller warrants that the Goods will, so far as is
possible given the variations in the natural materials used to make the Goods, correspond with
their specification at the time of delivery and will be free from defects and workmanship for a
period of 12 months from the date of their initial use or 12 months from delivery, whichever is
the first to expire, provided that they are properly treated and maintained by the Buyer.
8.2 The above warranty is given by the Seller subject to the following conditions:
8.2.1 the Seller shall be under no liability in respect of any defect in the Goods arising from any
drawing, design or specification supplied by the Buyer;
8.2.2 The Seller shall be under no liability in respect of any defect arising from fair wear and
tear, willful damage, negligence, abnormal working conditions, failure to follow the Seller’s
instructions (whether oral or in writing) regarding the treatment and maintenance of the Goods,
misuse or alteration or repair of the Goods without the Seller’s approval;
8.2.3 the Seller shall be under no liability under the above warranty (or any other warranty,
condition or guarantee) if the total price for the Goods has not been paid by the due date for
payment;
8.2.4 the above warranty does not extend to parts, materials or equipment not manufactured by
the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty
or guarantee as is given by the manufacturer to the Seller.
8.3 Subject as expressly provided in these Conditions, and except where the Goods are sold to a
person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all
warranties, conditions or other terms implied by statute or common law are excluded to the
fullest extent permitted by law.
8.4 Where the Goods are sold under a consumer transaction (as defined by the Consumer
Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Buyer are not
affected by these Conditions.
8.5 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods
or their failure to correspond with specification shall (whether or not delivery is refused by the
Buyer) be notified to the Seller within 7 days from the date of delivery or (where the defect or
failure was not apparent on reasonable inspection) within a reasonable time after discovery of the
defect or failure. If delivery is not refused, and the Buyer does not notify the Seller accordingly,
the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such
defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been
delivered in accordance with the Contract.
8.6 Where any valid claim in respect of any of the Goods which is based on any defect in the
quality or condition of the Goods or their failure to meet specification is notified to the Seller in
accordance with these Conditions, the Seller shall be entitled to replace the Goods (or the part in
question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the
Goods (or a proportionate part of the price), but the Seller shall have no further liability to the
Buyer.
8.7 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 (unless fraudulent), or any
implied warranty, condition or other term, or any duty at common law, or under the express
terms of the Contract, for any indirect, special or consequential loss or damage (whether for loss
of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether
caused by the 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, and the entire
liability of the Seller under or in connection with the Contract shall not exceed the price of the
Goods, except as expressly provided in these Conditions.
8.8 The Seller shall not be liable to the Buyer or be deemed to be in breach of the 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:
8.8.1 Act of God, explosion, flood, tempest, fire or accident;
8.8.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
8.8.3 acts, restrictions, regulations, bye laws, prohibitions or measures of any kind on the part of
any governmental, parliamentary or local authority;
8.8.4 import or export regulations or embargoes;
8.8.5 strikes, lock outs or other industrial actions or trade disputes (whether involving employees
of the Seller or of a third party);
8.8.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery;
8.8.7 power failure or breakdown in machinery.

9. Indemnity
9.1 If any claim is made against the Buyer that the Goods infringe or that their use or resale
infringes the patent, copyright, design, trade mark or other industrial or intellectual property
rights of any other person, then unless the claim arises from the use of any drawing, design or
specification supplied by the Buyer, the Seller shall indemnify the Buyer against all loss,
damages, costs and expenses awarded against or incurred by the Buyer in connection with the
claim, or paid or agreed to be paid by the Buyer in settlement of the claim, provided that:
9.1.1 the Seller is given full control of any proceedings or negotiations in connection with any
such claim;
9.1.2 the Buyer shall give the Seller all reasonable assistance for the purposes of any such
proceedings or negotiations;
9.1.3 except pursuant to a final award, the Buyer shall not pay or accept any such claim, or
compromise any such proceedings without the consent of the Seller (which shall not be
unreasonably withheld);
9.1.4 the Buyer shall do nothing which would or might vitiate any policy of insurance or
insurance cover which the Buyer may have in relation to such infringement, and this indemnity
shall not apply to the extent that the Buyer recovers any sums under any such policy or cover
(which the Buyer shall use its best endeavors to do);
9.1.5 the Seller shall be entitled to the benefit of, and the Buyer shall accordingly account to the
Seller for, all damages and costs (if any) awarded in favour of the Buyer which are payable by,
or agreed with the consent of the Buyer (which consent shall not be unreasonably withheld) to be
paid by, any other party in respect of any such claim; and
9.1.6 without prejudice to any duty of the Buyer at common law, the Seller shall be entitled to
require the Buyer to take such steps as the Seller may reasonably require to mitigate or reduce
any such loss, damages, costs or expenses for which the Seller is liable to indemnify the Buyer
under this clause.

10. Insolvency of buyer
10.1 This clause applies if:
10.1.1 the Buyer makes any voluntary arrangement with its creditors or (being an individual or
firm) becomes bankrupt or (being a company) becomes subject to an administration order or
goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
10.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or
assets of the Buyer; or
10.1.3 the Buyer ceases, or threatens to cease, to carry on business; or
10.1.4 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.
10.2 If this clause applies then, without prejudice to any other right or remedy available to the
Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under
the Contract without any liability to the Buyer, and if the 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.

11. General
11.1 Any notice required or permitted to be given by either party to the other under these
Conditions shall be in Writing addressed to that other party at its registered office or principal
place of business or such other address as may at the relevant time have been notified pursuant to
this provision to the party giving the notice.
11.2 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a
waiver of any subsequent breach of the same or any other provision.
11.3 If any provision of these Conditions is held by any competent authority to be invalid or
unenforceable in whole or in part the validity of the other provisions of these Conditions and the
remainder of the provision in question shall not be affected.
11.4 Any dispute arising under or in connection with these Conditions or the sale of the Goods
shall be referred to arbitration by a single arbitrator appointed by agreement.
11.5 The Contract shall be governed by the laws of England, and the Buyer agrees to submit to
the nonexclusive jurisdiction of the English courts.