1. DEFINITIONS AND INTERPRETATION 1.1. In these Conditions of Sale the following words shall have the following meanings:- “Seller” Sovini Trade Supplies (Registered Number 08 956215 ) a member of the Sovini Group, the supplier of the Goods or any holding or subsidiary company of the Seller who supplies the Goods. “Buyer” the person, firm or company with whom the Seller makes the Contract and which expression shall include (jointly and severally) any principal on whose behalf the Buyer orders Goods. “Contract” any contract formed between the Buyer and the Seller for the sale and purchase of the Goods pursuant to the Order. “Goods” the Goods which are to be supplied by the Seller pursuant to the Contract. “Delivery” the delivery of the Goods by the Seller whether by way of delivery by or for and on behalf of the Seller, direct delivery by a supplier of the Seller or other third party or otherwise. “Order” the purchase order placed with the Seller by the Buyer. “Specification” the technical or other description (whether as to quantity, quality, price, weight or otherwise) of the Goods shown or referred to in the Contract and any performance schedules and/or other characteristics and details contained, mentioned or referred to therein or prepared in accordance therewith. 1.2. References herein to Conditions are, unless otherwise stated, to Conditions in these Conditions of Sale. 1.3. The headings are inserted for convenience only and have no legal effect. 2. BASIS OF SALE 2.1. All Contracts shall be concluded upon the basis of these Conditions of Sale together with any special conditions issued by the Seller to the Buyer at any time prior to or with the Seller’s acceptance of the Buyer’s Order. Variations and/or qualifications of such Conditions (whether pursuant to Conditions 7.2 or 11 or otherwise) can only be effected by a document signed by a duly authorised officer of the Seller and setting out in full the relevant variations and qualifications. 2.2. No terms or conditions submitted by the Buyer to the Seller, irrespective of their date, shall prevail over these Conditions. 2.3. All Orders shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions of Sale and acceptance of Delivery shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions of Sale. 2.4. 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 a 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. 2.5. Any reference in these Conditions of Sale to any statutory provision shall be construed as a reference to that provision as amended or re-enacted at the relevant time. 3. QUOTATIONS AND ACCEPTANCE OF ORDERS 3.1. Quotations are not offers and may be withdrawn or varied at any time prior to acceptance by the Seller of the Buyers Order for Goods being the subject of the quotation. 4. ORDERS AND SPECIFICATIONS 4.1. The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any Order (including but not exclusively any relevant Specification) and for providing to the Seller any necessary information concerning the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms. 4.2. If the Goods are to be procured or processed by the Seller in accordance with a Specification (and/or design) submitted by the Buyer, the Buyer shall indemnify the Seller from and against all costs, claims, damages and expenses made against or incurred by the Seller in connection with the settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any third party arising out of the Seller’s use of such Specification. 4.3. The Seller expressly reserves the right (but accepts no obligation) to make such changes in the Specification of the Goods as are necessary to ensure that the Goods conform with any applicable statutory requirements and the Buyer shall not be entitled to object to or reject the Goods by reason of any such changes. 4.4. If it is agreed that the Goods be processed the Seller may arrange for such processing to be performed by a third party and in such case the operation shall be carried out on the standard terms and conditions of business/trade of the third party. 5. PRICE AND PAYMENT 5.1. The price of the Goods shall be the Seller’s quoted price or, where no price has been quoted (or a quoted price has been withdrawn or is otherwise no longer valid), the price listed in the Seller’s published price list (if any) current at the date of acceptance of the Order. 5.2. Unless otherwise agreed in writing the price of the Goods includes the cost of Delivery to such address as is agreed in the Contract but does not include VAT or any other taxes or duties (which shall be charged in accordance with current legislation). All other amounts due under the Contract or under the terms of these Conditions of Sale shall be subject to the addition of any applicable value added or other sales tax. 5.3. If the Seller agrees to deliver the Goods elsewhere than at the address stipulated in the Contract and/or by express or other special methods of Delivery or shall agree to expedite Delivery or if additional charges arise from Delivery or in charges directly or indirectly affecting the Goods prior to Delivery whether by way of demurrage or otherwise all additional packaging, transport, insurance, demurrage and other costs, expenses or charges thereby incurred (the “Additional Charges”) shall be added to the price of the Goods and shall be the responsibility of and paid by the Buyer Save that if any contract made by the Seller to procure the Goods provides for cancellation of such contract in the event of a refusal by the Seller to agree to the Additional Charges, and, if, by virtue of any such provision such contract is cancelled then the Seller shall have the option of cancelling the Contract by notifying the Buyer in respect of any Goods not delivered to the Buyer at that date. 5.4. The Seller reserves the right to invoice the Buyer on an interim basis to cover any instalment of Goods delivered. 5.5. 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 and for any costs incurred by the Seller pursuant to these Conditions on or at any time after their despatch by the Seller for Delivery to the Buyer 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. 5.6. All terms, express or implied, relating to the quality of the Goods are warranties only the breach of which gives no right to reject the Goods or terminate the contract in any circumstances whatever. 5.7. Subject to any special payment terms agreed in writing between the Buyer & the Seller, the Buyer shall pay the price of the Goods ( & any costs incurred by the Seller pursuant to these Conditions) without any deduction within 30 days of the end of the month following the date of the Seller’s invoice, notwithstanding that Delivery may not have taken place & 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. 5.8. In the event of any payment becoming overdue then, without prejudice to any other right or remedy available to it, the Seller may:- (a) terminate the Contract; (b) withhold delivery of the Goods or any part thereof and suspend performance of the Contract until payment is received in full and any times and/or dates stipulated for performance of the Contract shall be extended/postponed accordingly; or (c) charge interest on the unpaid amount at the rate of 3% above the Bank of England’s current base lending rate after as well as before commencement of proceedings for recovery of the same until the date of payment. 5.9. Each Contract shall be subject to the Seller being satisfied as to the Buyer’s credit status both prior to and during the period of the Contract. If the Seller becomes dissatisfied with the Buyer’s credit status, it may suspend performance of the Contract until it is satisfied as to the Buyer’s creditworthiness or is given such security for the price as the Seller shall deem appropriate. 6. PRICE/CONTRACT VARIATION 6.1. All forward sales “to arrive” (meaning sales of ship/quayside deliveries of the Goods to be made directly to customers by third party delivery agents on behalf of the Seller) shall be subject to shipment and safe arrival. Instructions for Delivery must be given to the Seller not less than 48 hours before the arrival of the Goods in port to enable such instructions to be carried out upon arrival. In the absence of such instructions or if ordered by the Buyer to rail or road transport or to craft and the Buyer fails to provide the same when the Goods are available, the Seller may take such steps as it may in its absolute discretion consider to be necessary to clear the Goods and may recover from the Buyer all expenses thereby incurred. 6.2. If any contract made by the Seller to procure the Goods provides for the variation of the price or for the cancellation of such contract in the event of an alteration in the rate of exchange and if by virtue of such provision either the price of the Goods to be paid by the Seller, or the sterling equivalent thereof, is varied or the contract is cancelled, the price of the Goods shall be varied by the same amount or the Seller at its option shall have the right to cancel the Contract by notifying the Buyer in respect of any Goods not delivered to the Buyer at that date. 6.3. Without prejudice to the generality of Condition 6.2 above and the Seller’s right therein to terminate the Contract, the Seller shall be entitled to increase its prices for the Goods if the Seller, in its sole discretion, considers the same to be justified by any increase in cost prices to the Seller (including but not limited to variations in exchange rates, war risk insurance rates, taxation or increase of duties, application of EEC, governmental or administrative measures taken in countries of origin or destination of goods, material, labour, transport and energy costs) and/or in order to cover any extra expense incurred as a result of the Buyer’s instructions or lack of instructions including, without limitation, as a consequence of an agreed change in Specification or packaging or in the manner or place of Delivery of the Goods. The Seller shall not be required to give to the Buyer advance notice of any such increase which will apply forthwith. Where Delivery of the Goods is by instalments the Seller shall be entitled to increase the price as aforesaid in respect of any undelivered Goods. 6.4. Without prejudice to the terms of either Condition 6.2 or 6.3 the Seller shall be entitled to increase its prices for the Goods in the event of any fluctuation in import or export taxes, import duties, import levies, port charges, landing charges, carriage charges or surcharges or any other like charges or levies or any changes in any rates of freight or any surcharge applied in relation thereto. 6.5. The costs of any variation or modification to the Contract requested by the Buyer shall, if accepted by the Seller, be borne by the Buyer. 7. DELIVERY OF GOODS 7.1. Delivery of the Goods shall be made to the Buyer’s address or, if the Goods are to be collected by the Buyer, upon such collection from the Seller’s address at any time after the Seller has notified the Buyer that the Goods are ready for collection. 7.2. Any dates quoted for Delivery of the Goods are approximate only and the Seller shall not be liable for any loss or damage whatever due to delay in Delivery of the Goods howsoever 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. 7.3. The Seller may effect Delivery by instalments in which case these terms and conditions shall apply to each instalment as though a separate Contract and any failure or defect in any one Delivery will not entitle the Buyer to repudiate the Contract as a whole. 7.4. 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 strictly 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. No claims for other and/or consequential loss or damage shall be allowed in connection with any such non-Delivery. 7.5. If the Buyer does or suffers to be done anything which might prejudice his ability to pay the full price he shall be deemed to have repudiated the Contract and the Seller may without prejudice to his other rights accept such repudiation without notice as termination thereof. 7.6. If the Buyer fails to take Delivery of the Goods or fails to give the Seller adequate Delivery instructions prior to the time stated for Delivery then, without prejudice to any other right or remedy available to the Seller, the Seller may at its option:- (a) be entitled to treat such failure as a repudiation of the Contract and may without prejudice to his other rights accept such repudiation without notice as termination thereof; and/or (b) store the Goods until actual Delivery or sale (as provided in paragraph (c) hereof) and (subject to Condition 8.2 below) charge the Buyer for the reasonable costs (including insurance) of storage; and/or (c) sell the Goods at the best price readily obtainable and (after (in the case of Goods which have been manufactured or processed and/or labelled by the Seller for the Buyer) stripping and relabelling such Goods and deducting all reasonable storage and selling expenses and expenses incurred in stripping and relabelling) charge the Buyer for any shortfall below the price under the Contract. And in any such circumstances it is hereby agreed for the avoidance of doubt, but without limitation, that the Buyer shall fully indemnify and keep indemnified the Seller from and against all costs, claims, damages, losses, liabilities and expenses (including loss of profit) incurred or suffered by the Seller by reason of the failure by the Buyer to take Delivery or to give the Seller adequate Delivery instructions including (without limitation) any such costs, claims, damages, losses, liabilities and/or expenses arising out of the use of lithographed packaging. 7.7. On Delivery the Buyer shall mark the Delivery advice note with details of any shortages and/or damaged Goods received and shall forthwith deliver to the Seller a damage report signed by the Buyer in such form as the Seller shall request. Without prejudice to sub-condition 7.8 below, notice of any claim arising out of or in connection with the Contract must be given in writing to the Seller within 7 working days from the date of Delivery, failing which all claims (other than claims arising out of or in connection with defects not discoverable upon reasonable examination of the Goods) shall be deemed to be waived and absolutely barred. 7.8. Notwithstanding any provision to the contrary in these Conditions, for the avoidance of doubt, the Seller shall be under no liability whatsoever for any shortages or damage in transit in relation to the Goods or for deviation, mis-delivery, delay or detention unless the Seller and the carrier are notified in writing of the same (otherwise than upon a consignment note or delivery document) within 3 days of Delivery and a claim is made on the Seller and the carrier in writing within 7 days after the termination of transit (as defined under the current conditions of carriage of the Road Haulage Association) (in the computation of time for the purposes of this Condition 7, the following days shall not be included in England and Wales: Sunday, Good Friday, Christmas Day or a Bank Holiday and in Scotland: Sunday, 1st and 2nd January, Spring Holiday or Autumn Holiday). In addition, the Seller shall be under no liability whatsoever if any of the Goods or bulk is broken pending settlement of any claim, or, where the Goods collected by the Buyer or the subject of a Delivery, include plywood or particle board, if the marked battens on the packages (if any) are not produced with the Goods for inspection by the Seller 7.9. In the case of Goods which have been manufactured or processed by the Seller in accordance with a Specification, within two days of the arrival of each Delivery the Buyer shall (if appropriate) deliver to the Seller a rejection report signed by the Buyer setting out full and accurate details of any material defect by reason of which the Goods delivered are not in accordance with the Specification. For the avoidance of doubt it is hereby acknowledged and agreed that no right of rejection shall arise in the event that the Goods delivered are in accordance (in all material respects) with the Specification or where any change to the Specification has been made by the Seller in accordance with Condition 4.3. 7.10. If there is any difference of opinion between the parties as to whether any Goods supplied are in accordance with the Specification the matter shall, at the request of either the Seller or the Buyer, be determined by a person appointed by agreement between the parties at the instance of either party or in default of agreement by the President for the time being of the Liverpool Law Society upon the application of either party. 7.11. If the Buyer fails to deliver any such reports as are referred to in Conditions 7.7 and 7.9 then the correct quantity and quality of Goods shall be conclusively presumed to have been delivered and to be in all respects in accordance with the Specification (where applicable) and, accordingly, the Buyer shall be deemed to have accepted and the Seller shall be deemed to have delivered properly the Goods in question and the Seller shall have no liability to the Buyer with respect to those Goods or otherwise. 8. TITLE 8.1. Risk of damage to or loss of the Goods shall pass to the Buyer on the earlier of the following, namely:- (a) in the case of Goods to be delivered otherwise than at the Seller’s premises, at the time of Delivery; or (b) 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; (c) after the expiration of the rent free period referred to in Condition 8.2 below. 8.2. The Goods will be stored rent-free for 14 days from the date of the Contract or the date of collection (if such date is agreed) or the date when the Goods are available for collection, whichever is the later, after which the Buyer shall pay rent at the rate charged by Public Dock Authorities in the area. Any delay caused by the unreasonable act or default of either party to rail or road transport or craft furnished by the other to be for the account of the party causing the delay. Notwithstanding the preceding provisions of this Condition 8, the Seller may, at its sole option and at any time by notice in writing to the Buyer, transfer the property in the Goods to it. 8.3. Property in the Goods shall pass to the Buyer on the later of payment in full of the price of the Goods and payment in full of every other sum whatsoever which is due from the Buyer to the Seller whether under this or any other Contract or otherwise howsoever as at the date of Delivery of the Goods being the subject of this Contract and until the happening of the last such event the whole right, title and interest, both legal and equitable in and to the Goods shall remain with the Seller and the Buyer shall keep the Goods as the Seller’s fiduciary agent and bailee properly stored, protected and insured in such a way that they are identifiable as the property of the Seller and are separate from all other goods of the Buyer. Until that event the Buyer shall be entitled to use or re-sell 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 and including insurance proceeds) and shall hold such proceeds on trust for the Seller properly stored, protected and insured in such a way that they are identifiable as the property of the Seller and are separate from all other goods of the Buyer. 8.4. The right to use or resell the Goods granted to the Buyer under the terms of Condition 8.3:- (a) may be terminated by the Seller forthwith upon oral or written notice to the Buyer if the Buyer defaults in payment of any sum for more than 7 days after such sum fell due; and (b) shall automatically cease if a Receiver is appointed over any of the assets of the Buyer or a Petition is presented for an Administration Order in respect of the Buyer or a Petition is presented or notice is given of a resolution to wind up the Buyer or the Buyer is deemed to be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or (in the event of the Buyer being a sole trader or a partnership) a Petition is presented for the bankruptcy of the Buyer or any partner of the Buyer or if the Buyer shall make any composition with its creditors or if any distress, execution or other process is levied or enforced upon or sued against all or any of the assets of the Buyer. 8.5. Upon the Buyer ceasing to have any such right of use or resale the Seller shall be entitled at any time without notice to enter the Buyer’s premises to repossess the Goods. 8.6. In the event that the Buyer has resold the Goods in the ordinary course of business subject to any retention of title in favour of the Buyer and the Buyer defaults in payment or ceases to have any right to resell or use as referred to in Conditions 8.4(a) and 8.4(b) above the Seller shall have the right to require the Buyer to enforce its rights pursuant to or under such retention of title and all monies and/or goods recovered thereby by the Buyer shall, to the extent of any liability of the Buyer to the Seller, be held by the Buyer on trust for the Seller, in the case of proceeds in a separate bank account and in the case of goods, separate and distinct, properly stored, protected and insured. 8.7. As all or any of the Goods or some part or constituent of them may have been purchased by the Seller under a Contract containing a provision reserving title or other property right therein to the vendor thereof the Seller shall be liable to transfer to the Buyer only such title as the Seller may have in the Goods. 9. ENFORCEMENT 9.1. Until such time as property in the Goods shall pass to the Buyer (and Provided That the Goods are still in existence and have not been re-sold) the Buyer shall upon request being made by the Seller deliver up the Goods to the Seller and if the Buyer fails to do so forthwith to enter upon the Buyer’s premises or those of any third party where the Goods are situate and re-possess any Goods supplied to the Buyer by the Seller. On the making of such a request as aforesaid the rights of the Buyer to use or re-sell the Goods as set out in Condition 8.3 shall cease. 9.2. The Seller may in its absolute discretion assign to any third party whatsoever any debt outstanding and due from the Buyer without reference to the Buyer. 9.3. 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 monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable. 10. WARRANTIES 10.1. Subject to the provisions of sub-Conditions 10.2 and 10.3, the Seller warrants that the Seller and/or the Goods (as appropriate) shall comply with all relevant legislation from time to time in force in the United Kingdom. 10.2. The Seller shall not be liable for any breach of the above warranties (the “Warranties”):- (a) unless the Buyer has paid to the Seller all monies payable on or by the date(s) for payment; (b) unless the Buyer gives written notice of the alleged non-compliance or alleged defect within 2 days of its discovery; (c) unless the Buyer gives the Seller an opportunity to inspect the Goods; (d) unless the Buyer makes no further use of the relevant Goods; (e) if the Goods have been modified, altered or otherwise tampered with in any way other than by a duly authorised representative of the Seller; (f) if the defect arises from the Buyer’s misuse, wilful damage, neglect, carelessness, lack of proper care, failure to follow any instructions given by the Seller or other commotion or disturbance of whatever nature whether affecting the Goods directly or indirectly as the result of any such matter affecting the place where the Goods are situate; or (g) if and to the extent that the Goods have been produced from Specifications produced by or on behalf of the Buyer. 10.3. The Buyer is deemed to have inspected the Goods on Delivery and unless the Delivery advice note is marked with details of any shortage, loss or damage the correct quantity and quality of Goods will be deemed to have been delivered and no claim based on any defect in the quantity or damage to the quality of the Goods which is made subsequently will be considered. 10.4. The Goods are not tested or sold as fit for any particular purpose and any term, warranty or condition express, implied or statutory to the contrary is excluded and in no circumstances whatsoever shall the Seller’s liability (in contract, tort or otherwise) to the Buyer arising under, out of or in connection with this Contract or the Goods exceed the invoice price in respect of the particular pieces concerned, and the Seller shall be under no liability for loss or damage or delay howsoever arising caused by circumstances outside his control. 10.5. All other conditions and warranties, express or implied by statute, common law or otherwise are hereby excluded except those which by statute may not be excluded Provided That nothing in these Conditions shall affect the statutory rights of a buyer dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977). 10.6. If a valid Warranty claim shall arise which is properly notified to the Seller in accordance with these Conditions of Sale (save where the Buyer and the Seller have agreed in writing a damages allowance in which case the Seller will have no further liability to the Buyer) the Seller will at its option and expense either:- (a) replace the non-complying or defective Goods as soon as reasonably practicable; or (b) require the Buyer to retain the Goods and grant to the Buyer an appropriate allowance against the Contract price; or (c) take back the non-complying or defective Goods and refund the appropriate part of the Contract price; or (d) take such steps as the Seller considers necessary to make the Goods comply; And performance of any one of the above options shall constitute discharge of the Seller’s entire liability under the Warranties. 10.7. 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 misrepresentation, or breach of any implied warranty, condition or other term, or breach of any duty at common law, or under the express terms of the Contract, for any direct loss or expense or any indirect loss and/or expense suffered by the Buyer or liability to third parties incurred by the Buyer and/or 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 of Sale 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 of Sale. 10.8 If the Seller, its agents, employees or sub-contractors enter the Buyer’s premises for the purposes of fulfilling the Contract, then notwithstanding the provisions of Condition 10.7 above, the Seller will indemnify the Buyer against direct damage or injury to its property or that of others occurring while the Seller, its agents, employees or sub-contractors are on the Buyer’s premises to the extent that such damage or injury is caused by the Seller or its agents, employees or sub- contractors (but not otherwise) by making good such damage or injury Provided That:- (a) the Seller’s total liability for damage to the Buyer’s property shall not exceed £100,000 or the price of the Goods specified in the Contract, whichever is the greater; and (b) the Seller shall not be liable to the Buyer for any loss of profit or of contracts or, save as provided herein, for any loss or damage of any kind whatsoever. 10.9 Save as provided herein, the Seller shall not be liable for any damage occurring after its completion of work on the Buyer’s premises. 11. POSTPONEMENT AND TERMINATION BY THE BUYER 11.1. The Buyer is not entitled to postpone the date for Delivery of the Goods as set out in the Contract without the written consent of the Seller. In the event of the Seller consenting to such postponement it may in its discretion require the Buyer to pay to the Seller a pro rata proportion of the Contract price based on Goods manufactured and/or purchased and/or work undertaken in preparation for performance of the Contract as at the date of postponement and to cover any and all expenses directly or indirectly incurred by the Seller in connection therewith including but not exclusively any and all storage, insurance and interest costs thereby incurred. 11.2. Save as provided in Condition 12.2 the Buyer is not entitled to terminate the Contract without the written consent of the Seller. In the event of the Seller consenting to such termination it may in its discretion require the Buyer to pay to the Seller a pro rata proportion of the Contract price based on Goods manufactured and/or purchased and/or work already undertaken as at the date of termination and to cover any and all expenses directly or indirectly incurred by the Seller in connection therewith including but not exclusively any and all storage insurance and interest costs thereby incurred. 12.FORCE MAJEURE 12.1. If the Seller is unable to supply the Goods by reason of events beyond its control including but not limited to Act of God, war, hostilities, riot, civil commotion or any governmental restriction, order or regulation or statutory prohibition the specified Delivery date(s) shall be extended for a period equal to the delay caused by such events. 12.2. If the period of delay extends beyond a reasonable period then either party may terminate the Contract as regards any Goods undelivered Provided That if the Buyer cancels the Contract the Seller may require the Buyer to pay for at the proper proportion of the Contract price any work already undertaken by the Seller for the purpose of the Contract and any Goods manufactured and/or purchased to the Buyer’s Specification or manufactured and/or purchased for the purpose of the Contract and for which there is no other ready market available to the Seller. 13. SPECIFICATION AND SAMPLE 13.1. All illustrations, drawings, catalogues and descriptive matter are of a generally informative nature only and do not form part of the Specification or description of the Goods. 13.2. Notwithstanding that a sample of the Goods may be exhibited to and inspected by the Buyer, such sample is so exhibited and inspected solely to enable the Buyer to judge for itself the quality of the Goods and not so as to constitute a sale by sample. 14. PACKAGING If the Buyer re-sells or otherwise supplies the Goods to any third party such Goods must be re-sold or supplied in the packaging in which they were purchased from the Seller and with any and all identification or other product numbers and/or marks unamended and clearly shown unless otherwise agreed in writing by the Seller. 15. TERMINATION OF CONTRACT Save as provided in Conditions 11.2 and 12.2 the Buyer cannot terminate the Contract although the Seller shall be entitled to terminate the Contract and/or any other Contract with the Buyer forthwith by notice without prejudice to any of its other rights:- (a) if the Buyer (whether under this or any other Contract between the Buyer and the Seller) is overdue with any payment or commits any breach of Contract which is incapable of remedy or which if the same be capable of remedy it fails to remedy within 7 days of the Seller’s written notice so to do; or (b) if any distress or execution shall be levied on the Buyer’s assets, or if the Buyer shall make or offer to make any arrangement or composition with creditors or commit an act of bankruptcy or if any petition or receiving order in bankruptcy or administration order shall be presented or made against the Buyer or if the Buyer is a limited company and any resolution or petition to wind up the same (other than for the purposes of solvent reconstruction or amalgamation) shall be passed or served or an administration order be made or if a receiver or administrator be appointed of the Buyer’s assets and undertaking or any part thereof; or (c) if in the opinion of the Seller serious doubts arise as to the solvency of the Buyer. 16. TERMINATION CONSEQUENCES 16.1. In the event of the Contract being determined in accordance with Condition 15 the Buyer shall pay the Seller at the Contract rate for all work done, materials used and Goods purchased and/or manufactured to the Buyer’s design or Specification and/or purchased or manufactured for the purpose of the Contract and for all Goods delivered prior to termination and shall indemnify the Seller against any resulting loss, (including loss of profit and other consequential loss) damage or expense incurred by the Seller in connection with the non-performance of the Contract. 16.2. Either the Seller or the Buyer shall be entitled to exercise any one or more of the rights and remedies given to it under the terms of the Contract and the determination of the Contract shall not affect or prejudice such rights and remedies and each party shall be and remain liable to perform all outstanding liabilities under the Contract notwithstanding that the other may have exercised one or more of the rights and remedies against it. 17. EXPERT DETERMINATION Where any matter is referred to a person appointed by agreement between the parties at the instance of either party or in default of agreement by the President for the time being of the Liverpool Law Society upon the application of either party for determination, such person shall act as an expert and not as an arbitrator and his decision shall be final and binding on the parties. His costs (including the costs of any technical expert appointed by him as he is entitled to do) shall be borne in such proportions as he may determine to be fair and reasonable in all the circumstances. 18. CONFIDENTIAL INFORMATION 18.1. The Seller and the Buyer each agree with the other to maintain secret and confidential all information of a confidential nature (including, without limitation, price sensitive information) obtained from the other both pursuant to the Contract and prior to and in contemplation of it and all information which it may acquire from the other in the course of the Contract, to respect the other’s proprietary rights therein to use the same exclusively for the purposes of the Contract and to disclose the same only to those of its employees to whom and to the extent that such disclosure is reasonably necessary for the purposes of the Contract. 18.2. The Buyer shall procure that its employees who have access to any information of the Seller to which the obligations of Condition 18.1 apply shall be made aware of and subject to these obligations. 18.3. The confidentiality obligations of the parties hereto shall continue after the termination or expiry of the Contract. 19. SEVERANCE If at any time any one or more of these Conditions of Sale (or any part or parts thereof) is held to be or becomes void or otherwise unenforceable for any reason under any applicable law, the same shall be deemed omitted herefrom and the validity and/or enforceability of the remaining provisions of these Conditions shall not in any way be affected or impaired thereby. 20. WHOLE AGREEMENT 20.1. Each party acknowledges that the Contract together with any variations and/or qualifications made pursuant to these Conditions of Sale contains the whole agreement between the parties and supersedes all previous agreements between the parties with respect to its subject matter. 20.2. The Buyer acknowledges that in entering into the Contract it does not do so on the basis of or in reliance upon representation, warranty or other provision except as expressly provided in these Conditions. 20.3. Except as provided in Condition 24 the Contract is personal to the parties and neither of them may, without the written consent of the other, sign, mortgage, charge or dispose of any of its rights hereunder. 21. WAIVER No failure of, or delay or forbearance by the Seller (whether express or implied) in asserting or exercising any rights or remedies under the Contract shall affect its right to do so in the future. 22. NOTICES Any notices to be served hereunder shall be delivered by hand or sent by first class post, telex with the correct answerback or facsimile to the relevant party at its last known address. Notice shall be deemed served on delivery if delivered by hand, on the 3rd day after posting if posted or 24 hours after despatch by telex or facsimile (weekends and bank holidays excepted). 23. LAW AND JURISDICTION These Conditions of Sale and each and every Contract shall be:- (a) deemed to have been made in Liverpool; (b) governed by English Law; and (c) subject to the jurisdiction of the English Courts. Provided That the Seller shall in its absolute discretion be entitled to refer any dispute to arbitration by a single arbitrator appointed (on the Seller’s application) by the President for the time being of the Liverpool Law Society. 24. SELLER’S GROUP The Seller may perform any of its obligations or exercise any of its rights hereunder by itself or through any other member of its group or through any agent or sub-contractor appointed by the Seller or any member of its group Provided That any act or omission of any such other member shall be deemed to be the act or omission of the Seller.