Terms and conditions

TERMS OF BUSINESS

1. Definitions
a) “The Seller” is Cadre Components Limited
b) “The Purchaser” is the person, firm or company to whom the invoice is addressed
c) “The Goods” are the items or materials specified on the face of the invoice
d)“The Contract” is the contract for sale and purchase of the goods made between the Seller and Purchaser to which these conditions apply

2. Acceptance of Order
a)All sales of the Goods shall be subject to these terms and conditions unless the Purchaser and Seller have agreed in writing to the contrary.
b) Any estimate or quotation given by the Seller is an invitation to treat only and is valid for a period of 30 days only (unless previously withdrawn by the Seller).
c) All orders placed by the Purchaser shall only be deemed accepted when acknowledged as being so by the Seller.
d) In the case of special production items we reserve the right to oversupply and to undersupply to a volume of up to 20% unless otherwise expressly agreed in writing. This will lead to additional costs that the
Purchaser agrees to pay under these terms and conditions.
e) In the event of a dispute between the standard terms and conditions of the Seller or the Purchaser, the parties agree that the Sellers terms and conditions of sale shall take precedence.
f) No addition to or variation of these conditions will bind the Seller, unless it is specifically agreed in writing and signed by a director of the Seller. No agent or person employed by or under contract with the
Seller has the authority to alter or vary in any way these conditions.

3.Price
The price of the Goods is that stated on the Seller’s invoice, save that the Seller reserves the right to vary the price of the Goods as a result of any variation in any costs or third party charges at the time of
delivery.


4. Terms of Payment
a) All invoices are raised on date of despatch of Goods and payment dates will be calculated from that date, irrespective of when Goods are delivered.
b) Payment of invoices shall be made without any deduction or set-off so as to be received by the Seller within thirty days from the end of the month in which the invoice is raised. Interest shall be payable on
any overdue accounts under the Terms of the Late Payment of Commercial Debts (Interest) Act 1998.
c) The Purchaser agrees that in the event of a default in payment the Purchaser shall be responsible for any and all applied interest charges and reasonable collection fees incurred in recovering the
outstanding amount.
d) The Purchaser agrees that in the event of a default in payment for the Goods the Seller may place full details of the Purchaser default with an independent bureau for the purpose of compiling and
distributing such information to other interested parties to assist in making decisions from which the information may be used for tracing, the prevention of fraud and the recovery of debt amongst other
matters.

5. Risk and Delivery
a) Delivery dates mentioned in any quotation, acceptance form or elsewhere, either oral or in writing shall be approximations only and time of delivery shall not be of the essence of these conditions.
The Seller shall not be liable for any loss or damage as a result of failure to deliver by a due date and in particular if delivery is hindered or delayed by matters beyond the Seller’s control the Seller shall not
be liable in damages to the Purchaser and the Purchaser shall not be entitled to cancel the order as a result of such delay.
b) The Goods shall unless delivered by the Seller’s own transport or by carrier on behalf of the Seller be deemed to have been delivered and the risk therein to have passed to the Purchaser upon their transfer
to the carrier named by the Purchaser or (in case of delivery “ex works”) upon the Seller notifying the Purchaser that the goods are ready for collection.
c) Where the Goods are to be delivered by a carrier on behalf of the Seller the risk therein shall pass to the Purchaser upon delivery.
d) The Purchaser shall notify the Seller in writing within 48 hours of receipt of Goods by the Purchaser of any loss or damage to the Goods in transit, or if the Goods have not been delivered, within 48 hours
of receipt of the invoice. In the event that the Purchaser does not notify the Seller as aforesaid the Seller shall not be liable for any loss or damage to the Goods in Transit, nor for any failure to deliver the
Goods and Goods delivered shall be deemed to have been delivered in good order and condition.
e) The Purchaser shall at its own expense take out and secure the continuance of an all risks insurance policy in respect of all Goods supplied by the Seller to the Purchaser to their total value of replacement
costs. Such policy shall cover the Goods from and including the date on which risk passes to the Purchaser and indemnify the Seller (to the extent that the Seller has not received full payment) in respect of
any Goods, plus costs and expenses.
f) Any Goods manufactured to the design or specification of the Purchaser, including any Goods referred to by the Seller as “special production” items, are at the Purchaser’s risk and the Purchaser shall
indemnify the Seller in respect of such Goods. Such indemnity shall be operable from Acceptance of Order and extend to the cost of manufacture and any associated costs of delivery or disposal.
g) Where the Seller agrees to hold Goods on behalf of the Purchaser for delivery at a future date, the Purchaser will provide a written or telephone instruction of required delivery, to the Seller before 14.00pm
on the working day before intended delivery. The Purchaser hereby agrees to take delivery of all Goods covered under such agreement within 3 months of Acceptance of Order, or such other period
as shall be agreed in writing by the Seller, otherwise the Seller shall be entitled to invoice the Purchaser for any remaining Goods held, together with any associated costs of delivery or disposal. The
Purchaser shall not be entitled to cancel such agreement.

6.Retention of Title
a)Notwithstanding that risk in the Goods shall pass to the Purchaser in accordance with clause 5 above, all Goods delivered to the Purchaser shall remain in the legal and beneficial ownership of the Seller
until all sums due from the Purchaser to the Seller under this or any other Contract have been paid in full (including any interest accruing and owing to the Seller). Prior to such payment in full the Purchaser
shall hold all such Goods as the Seller’s fiduciary agent and bailee and shall if so required by the Seller, store all such Goods separately from any other goods in the Purchaser’s possession in such a way
as clearly to indicate at all times that the Goods are owned by the Seller and shall not remove, obscure or delete any mark placed on the Goods by the Seller which may enable the Goods to be identified.
b) If during such time as title in the Goods remains in the Seller any of the Goods are incorporated in or attached to or used as material for or in the manufacture of other goods the whole of such goods shall
vest in and remain with the Seller and the Purchaser shall hold such goods as bailee of and to the order of the Seller until the Seller has received payment in full in respect of the Goods and all the Seller’s
rights in relation to the Goods (including its rights under this Agreement) shall extend to such goods.
c) Notwithstanding the aforesaid should the Purchaser sell any of the Goods it shall hold all the proceeds of sale as Trustee for the Seller and shall, if so required by the Seller, (until payment of amounts
due to the Seller) place such proceeds in a separate bank account and hold the same to the order of the Seller. If the Purchaser shall sell any goods incorporating the Goods the Purchaser shall hold so
much of the proceeds of sale as relate to the Goods as Trustee for the Seller and shall, if so required by the Seller, (until payment of the amounts due to the Seller) place such proceeds in a separate bank
account and hold the same to the order of the Seller.
d) Until such time as title in the Goods passes from the Seller, the Purchaser shall upon request deliver up such of the Goods as have not ceased to be in existence or re-sold to the Seller. If the Purchaser
fails to do so, the Purchaser irrevocably authorises the Seller, or its agent, to enter upon any premises owned, occupied or controlled by the Purchaser where the Goods are situated and repossess the
Goods. For the purpose of any repossession pursuant to this clause the Seller, or its agent, shall be entitled to enter upon any relevant land or buildings with such transport as may be necessary. All costs
incurred by the Seller or its agent in such repossession shall be borne by the Purchaser.
e) The Purchaser shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of the Seller. Without prejudice to the other items of the Seller if the
Purchaser does so all sums whatever owing by the Purchaser to the Seller shall forthwith become due and payable.

7. Liability
a) The Seller shall not be held responsible to the Purchaser or any other person save in respect of the warranties set out in clauses (c) to (g) below for any consequential loss, damage or injury howsoever
caused either by a breach of any contract, arising directly or indirectly from its negligence or wilful default of its employees or agents in anyway whatsoever.
b) The Seller shall in no circumstances be bound by or liable for any description, information or illustration contained in any catalogue, price list, brochure, leaflet or other document of any kind and nothing
contained in any such document shall form part of this or any Contract between the Seller and Purchaser. Where samples are submitted these are drawn from bulk and are representative of the whole and
no guarantee can be given that Goods will be the same in all material respects as the sample.
c) The Seller warrants that the Goods, properly utilized, shall comply for a reasonable period within the published technical details pertaining to the Goods at their date of manufacture. Such warranty does not
extend to parts, materials and Goods not manufactured by the Seller, in respect of which the Purchaser shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer
to the Seller.
d) Where the Goods purchased from the Seller are to be incorporated into or onto other products, the Purchaser is therefore specifically notified that the Seller accepts no liability for failure, damage or defect
to the Goods or to the Purchasers own equipment or premises where loss or damage or destruction is due to the inappropriate application or use of the Goods.
e) The Seller’s maximum liability in respect of any Goods which does not comply with its published technical specification, whether on account of the Sellers negligence or otherwise, shall be the value of the
Goods.
f) No warranties or conditions as to the quality of the Goods are implied into this agreement except as provided by statute.
g) Except where Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977) this Clause sets out the full extent of the Seller’s liability and all other
warranties, conditions, representations of whatsoever nature whether implied by statute, common law or otherwise are hereby excluded.
h) 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 repair or replace the Goods (or the part in question) free of charge, or, at the sole discretion of the Seller, refund to the Purchaser the Price of the Goods (or
proportionate part of the Price), and the Seller shall have no further liability to the Purchaser.

8. Purchasers Warranties
The Purchaser warrants that it is not at the time of placing any orders with the Seller insolvent and knows of no circumstances which would entitle any creditor to appoint a receiver or to petition for winding
up or to exercise any other rights for or against its assets,.


9. Licences and Consents
Where Goods are manufactured and supplied to the requirements or specifications of the Purchaser, the Purchaser shall indemnify the Seller against all claims made against the Seller in respect of any
breach of any statutory requirement or the infringement of any copyright, patent or trade mark (whether registered or not).

10. Force Majeure
The Seller shall not be liable to the Purchaser for damage which may be suffered by the Purchaser as a direct or indirect result of the supply of Goods being prevented hindered delayed or being
undelivered by reason of any Act of God, riot, civil commotion, hostilities, war, strike, lock-out, import and/or export restrictions, emergency regulations, trade dispute, labour disturbance, accident,
breakdown of machinery, non-delivery of raw material, fire, flood, difficulty or increased expense in obtaining workmen, materials or transport or circumstances whatsoever outside the reasonable control of
the Seller. The Purchaser shall have no right of cancellation of the Contract, unless agreed in writing between the Seller and Purchaser.

11. Termination
The Purchaser shall not be entitled to cancel the Contract without the written agreement of the Seller. In the event of such agreed cancellation the Purchaser shall indemnify the Seller against all expenses
incurred up to the time of such cancellation.
The Seller shall be entitled to terminate this Contract upon the happening of any of the following events:
a) Failure by the Purchaser to pay any sum to the Seller under this Contract on the due date;
b) Breach by the Purchaser of any other condition of the Contract;
c) The Purchaser suffering an execution to be levied on their goods;
d) If the Purchaser enters into a Deed of Arrangement, commits an act of bankruptcy or makes any arrangements with his creditors or if a receiving order is made against him or in the case of a Company
it shall pass a resolution or the Court makes an order that the Purchaser shall be wound up other than for the purpose of amalgamation of reconstruction or if a receiver be appointed over any of the
undertakings of the Purchaser or if circumstances arise which entitle the Court or a Creditor to appoint a receiver or manager or which entitle the Court to make a winding-up order or if the Purchaser takes
or suffers any similar consequences or debt or commits any breach;
e) The Purchaser ceases or threatens to cease to carry on their business;
f) The Seller may reasonably become aware that any of the events mentioned above is about to occur in relation to the Purchaser and notifies the Purchaser accordingly.
In the event of termination, the Seller shall forthwith be discharged from any further performance under the Contract, and may stop any Goods in transit and suspend deliveries, and the Purchaser shall
forthwith pay to the Seller:
g) All sums accrued under the Contract;
h) The full Price of all Goods manufactured and in a deliverable state but not delivered at the date of termination;
i) In respect of any Goods ordered but not yet manufactured or in a deliverable state at the date of termination, a sum equivalent to the aggregate of the cost and expenses incurred by the Seller in connection
with or in contemplation of the manufacture of such Goods and the Seller’s gross profit which would have been realised on the completion of the sale of such Goods to the Purchaser. Any deposit paid
to the Seller shall be forfeit to the Seller, whether or not it exceeds the sums payable by the Purchaser set out above and the Purchaser shall forthwith and at their own expense deliver up to the Seller all
Goods in their possession or control in which title vests in the Seller.

12. Waiver
Any temporary waiver or forbearance on the part of either party with regard to any breach by the other of its duties or obligations contracted in any contract shall not amend the terms of such contract or the
continuing liabilities of the other party in future.

13. Governing Law
These terms of business, as well as any contract, which they and any quotations given, form part of shall be constructed solely according to the Laws of England.

14. Entire Agreement
Unless expressly agreed in writing, these conditions embody all the terms binding the parties and replace any previous representations or proposals not embodied. Any amendments shall not come into
operation until written down and properly executed on behalf of both parties.
If any provision of these Terms of Business is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Terms and the remainder of the
provision in question shall not be affected thereby.