Terms & Conditions

CONDITIONS OF SALE

1 Interpretation

1.1 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 Axle Weight Technology Limited (registered in Cardiff under

number 2571168)

'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.

1.2 Any reference in these Conditions to any provision of a statute shall

be construed as a reference to that provision as amended, re-enacted or

extended at the relevant time.

1.3 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, and waives any claim for breach of, 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 sales

literature, quotation, price list, acceptance of offer, invoice or other

document or information issued by the Seller shall be subject to

correction 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 by the Seller's authorised

representative.

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 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 are required to conform with any

applicable safety or other statutory requirements or, where the Goods are

to be supplied to the Seller's specification, which do not materially

affect their quality or performance.

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. Where the Goods are supplied for export from the

United Kingdom, the Seller's published export price list shall apply. All

prices quoted are 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 foreign exchange

fluctuation, currency regulation, 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 Provided no previous invoice is overdue, the Buyer shall be entitled

to a prompt payment discount of two percent of the price of the Goods

(excluding any charge for transport, packaging or insurance) for payment

within 7 days of the date of the Seller's invoice.

5.3 The Buyer shall pay the price of the Goods (less any discount to

which the Buyer is entitled, but without any other deduction) within 30

days of the date of the Seller's invoice, 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.

5.4 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:

5.4.1 cancel the contract or suspend any further deliveries to the Buyer;

5.4.2 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

5.4.3 charge the Buyer interest (both before and after any judgement) on

the amount unpaid at the rate of thirty per cent per annum, 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

howsoever caused. Time for delivery shall not be of the essence 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 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.

6.4 If the Seller fails to deliver the Goods 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.

6.5 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:

6.5.1 store the Goods until actual delivery and charge the Buyer for the

reasonable costs (including insurance) of storage;6or

6.5.2 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. Until that time the Buyer shall be entitled to resell or use

the Goods in the ordinary course of its business, but shall account to the

Seller for the proceeds of sale or otherwise of the Goods, whether

tangible or intangible, including insurance proceeds, and shall keep all

such proceeds separate from any moneys or property of the Buyer and third

parties and, in the case of tangible proceeds, properly stored, protected

and insured.

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 correspond with their specification at the time of delivery and

will be free from defects in material 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.

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, wilful damage, negligence, abnormal

working conditions, failure to follow the Seller's instructions (whether

oral or in writing), 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, or any implied warranty, condition or other term, or any

duty at common law, or under the express terms of the Contract, for any

consequential loss or damage (whether for loss of profit or otherwise),

costs, expenses or other claims for consequential compensation whatsoever

(and 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, 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, 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 endeavours 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

becomes subject to an administration order or (being an individual or

firm) becomes bankrupt or (being a company) 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 thereby.

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 or (in default) nominated on the

application of either party by the President for the time being of the

Institute of Electrical Engineers, in accordance with the rules of the

Institute.

11.5 The Contract shall be governed by the laws of England.