Definitions:

A) “we” “us” and “our” and related expressions mean “Cogsdill-Nuneaton Limited” and (where the context admits or requires) the employees, agents and sub-contractors of Cogsdill-Nuneaton Limited “you” and “your” and relatedexpressions mean the person with whom the contract for the provision of goods or services. “Goods” mean the product(s)(if any) described or by reference to the face of this document and/or to be supplied by us. “Services” means the service(if any) described on or by reference to the face of this document and/or to be provided by us including, where appropriate, the manufacture, delivery, installation, commission maintenance of the goods and the giving of advice in connection with the goods or as to the requirements for goods and including also the provision of general technical advice. “Contract” means the contract for the provision by us to or for you the Goods or Services. “Site” means any location (other than our premises) specified on or by reference to the face of this document where services are to be provided or to which goods are to be delivered. “Intellectual Property” means any patent, utility model, author’s certificate, registered or unregistered trade mark, copyright, registered or unregistered design or similar rights. “Act of Insolvency” means the passing of a resolution or the presentation of a petition for winding up or for the making of an administration order, the appointment of a receiver and/or manager or an administrator, or administrative receiver over the whole or any part of an undertaking and its assets, the making of any composition with or the calling of any meeting with creditors and/or the levying of execution on any assets or the presentation of a petition in respect of a bankruptcy order or an application for an interim order in connection with any proposals for a voluntary arrangement.

B) Words in the singular incorporate the plural and vice-versa and any reference to a person includes a reference to a Company, partnership or other business entity as well as a natural person.

C) Clause headings are for convenience only and shall not affect the meaning or interpretation of these conditions.

Formation of a Contract:

A) Any quotation, written or oral, submitted by us shall be an invitation to treat and not an offer. The placing of any order, written or oral, whether or not any quotation has been submitted by us, shall constitute an offer by you. Any offer by you and subsequent acceptance by us shall be on the basis that these conditions shall be incorporated in the contract to the exclusion of any terms and conditions brought by or on behalf of you.

B) No variation of or addition to these conditions whether written or oral, shall have effect unless reduced to writing and signed for by one of our Directors.

C) You acknowledge that there are no representations (express or implied) outside these conditions which have induced you to enter into the contract.

The Goods:

A) All descriptive information given by us relating to the goods (including without limitation specifications, technical data sheets and particulars of performance) is, whilst given in good faith, for guidance only and does not represent a binding representation as to the method of use or function of Goods. We reserve the right to alter the specification of goods at any time without reference to you. All tools are warranted for 6 months from the original invoice date.

B) It shall be your responsibility to ensure that the goods are suitable for your intended purpose as to which we give no warranty, even if aware of your intended purpose. The goods shall be conclusively deemed to have been accepted by you 24 hours following the delivery or, if earlier, on use by you.

C) If there is a defect in goods due to either faulty materials or faulty manufacture and you brought it to our attention within 15 Days, then our maximum liability will be at our option either to repair or replace the goods or to reimburse the purchase price of the goods provided that:

i) you allow us to inspect the goods (which shall be required by us to be returned by you at your own expense to our premises for inspection): and

ii) The defect is not due in whole or in part to the normal aging of the goods or to the mixing of goods without any consent or to the use of the goods in a manner not specifically approved by us.

The Services:

A) Where the contract involved the delivery by us of goods to the site or the provision of services on the site you will provide us in good time with all the information and instructions we shall reasonably need regarding the site and the conditions under which we will be required to deliver the goods or provide the services. Any quotation we may have given for the delivery of the goods or for the provision of services will be valid only if all such relevant information has been given to us. You will ensure that a suitably authorised employee or agent having appropriate seniority and knowledge is available at the site at all times during delivery of the goods or the provision of services in order to provide additional information and instructions if needed, and that all necessary facilities are freely available to us at the site. You will ensure that all relevant licences, permits and consents (whether statutory, municipal or otherwise) are obtained.

B) Where the services consist in whole or part of the giving of advice then we shall have no liability to you or any third party if you fail to act in accordance with our advice nor shall we have any responsibility for ensuring that our advice is implemented unless specifically agreed in the contract. We shall not be liable to you (and you shall indemnify us against all liability to and third party) for any advice we give which is defective directly or indirectly as a result of you giving us inaccurate or incomplete instructions or information.

C) The signature of you, your employee or agent on any certificate of completion, final report or any other documentation stating that the services have been provided shall be conclusive evidence that the services have been provided to your complete satisfaction and in accordance with the contract.

D) In the event that we do not carry out any services strictly in accordance with the contract then we may at our option either perform some or all of the services again or refund some or all of the price payable by you for the services but in no circumstances shall our liability exceed the price paid for by you for the services.

Limitation of Liability:

A) We shall not be liable to you (other than to the extent set out in conditions 3 and 4 above) or to any third party for any injury, loss or damage of any kind whatsoever arising in connection with the contract, whether directly or indirectly, including without limitation any injury, loss or damage arising out of or incidental to:-

• i) our negligence (except to the extent that death or personal injury results); and/or
• ii) our performance or failure to perform any of our obligations under the contract or otherwise; and/or
• iii) any defect in the goods.

B) All conditions, warranties, representations, statements, liabilities and any other terms whatsoever implied by common law, statute or otherwise are hereby excluded to the extent allowed by law and we shall have no obligation to you whether in spoken word or in contract of otherwise, except as expressly stated in these conditions.

C) You will indemnify us in full against all liability (Including any liability under the Consumer Protection Act 1987) which we may incur resulting from any claim made by any third party (including without limitation any employee or agent of you or of any subsequent user of the goods) arising directly or indirectly out of the performance or non-performance of the contract or otherwise in connection with the provision of the goods or the services.

Delivery and Risk:

A) delivery of the goods shall be to such UK mainland or foreign destination as may be asked. Unless otherwise agreed, our price excludes the cost of delivery, unloading facilities including any special equipment shall be provided by you at your own expense.

B) Any time or date quoted by us for delivery of all or any of the goods is an estimate only and shall not be of the essence.

C) If you fail to take delivery of or to collect the goods at the time stated for delivery or collection, then you shall (and if you fail to, we may) forthwith arrange for the goods to be stored at your own risk and expense, failing which, we may sell the goods to a third party and recover from you any loss sustained as a result.

D) Any short delivery or damage to goods in transit must be notified to us within 24 hours of delivery or (in the case of nondelivery) within 3 working days of the expected date of delivery.

E) The risk of loss or damage to the goods shall pass to you upon delivery or collection or (where you fail to accept delivery or to accept delivery or to collect as appropriate) on the first date of storage, whether arranged by you or by us.

Price and Payment:

A) The price for the provision of goods or the services shall be or the services shall be as set out in the contract.

B) Unless otherwise agreed, payment shall be made in full on or 30 days from the invoice date, interest at the yearly rate of 4% over the base rate for the time being from time to time of Lloyds Bank PLC shall be charged from day to day on all monies outstanding after this time until actual date of payment and cash discounts referred to in any quotation or elsewhere will not be allowed to you.

C) All Payments under the contract are exclusive of any value added tax which may be payable, and for which you will be liable in addition.

Returns and Refunds:

A) Our refund policy for standard tooling shall follow once you have allowed us a suitable period of time to inspect the goods (which shall be required by us to be returned by you at your own expense to our premises for inspection):

• i) If the tool is returned to us within 15 days from the original invoice date, in the original packaging and in an unused, undamaged and resaleable condition, we will charge a 15% handling/re-stocking charge.
• ii) If the tool is returned to us after 15 days from the original invoice date, up to a maximum of 12 months, is in the original packaging and an in an unused, undamaged and resaleable condition, Cogsdill will apply a 25% handling/restocking charge.
• iii) No tools can be returned after 12 months from the original invoice date.

B) Tools that have been used, tested or have any evidence of use or any cosmetic damage, including but not limited to; scratches, dents, oxidization or surface rust or contamination through neglect, improper, unboxed storage or otherwise, will not be credited once inspected by Cogsdill.

C) Any tools that are of a ‘special nature’ and have been modified from standard, qualified or have been made bespoke, are not returnable unless they are deemed faulty as per ‘The Goods (Section A)’ above.

Title:

A) Notwithstanding that the risk in the goods may have passed to you, property in and title to the goods shall remain with us and shall not pass to you until full payment for such goods has been made to us.

B) You shall store goods for which you have not paid us for in full in such a way as to be clearly identifiable as our property, ensuring that they are properly protected from damage and deterioration during storage.

Intellectual Property and Confidentiality:

A) You will indemnify us against all claims costs and expenses resulting either from any infringement of any intellectual property rights claim in respect of any breach of confidence passing off or unfair competition or their equivalent in any part of the world where such infringement or claim is due to our having manufactured or adapted goods in accordance with specifications supplied to you or to our provided services in accordance with a detailed specification supplied to you.

B) You will keep strictly confidential and not use or disclose to any third party any information regarding our current or future products or business activity or plans which comes into your possession during the course of the contract. This obligation of confidentiality does not apply to information that was already known to you at the time of disclosure (as evidenced by written records) or which is already in the public domain or which subsequently comes into the public domain other than via you.

Termination:

A) Without prejudice to our other rights and remedies we may by notice to you terminate the contract in whole or part:

• i) if any sum owing by you to us on any account whatsoever is unpaid after the due date for payment; or
• ii) if you refuse to take delivery of or to collect any of the goods in accordance with the terms of the contract; or
• iii) if you commit any act of insolvency; or
• iv) if you breach the terms of the contract or any other contract with us.

B) Without prejudice to our other rights and remedies, we may, if any of the termination events set out in (A) above occur, suspend the performance of our obligations under the contract.

C) Any failure to exercise or delay in exercising any of our rights under the contract shall not operate as a waiver thereof nor shall any single or partial exercise of any such rights preclude any other or further exercise thereof. Any actual waiver by us of any breach by you of an obligation under the contract shall not affect our rights ill the event of any further or additional breach or breaches.

Events following Termination:

A) If the contract is terminated by us under condition 10 above then;

• i) the full price for all the goods delivered and not yet paid for shall be immediately due and payable, notwithstanding that the normal terms of payment as set out in condition 7(B) above may not have been exceeded.
• ii) the full price agreed for any services shall be immediately due and payable not withstanding that we have not provided such services in full or at all, and
• iii) At our discretion we may either sell you or dispose of elsewhere goods in the course of manufacture or manufactured and not yet delivered, or delivered and not yet paid for provided that if we elect to dispose of such goods elsewhere you will be liable to pay us any loss incurred by us as a result thereof.

B) immediately upon the termination of the contract for whatever reason, you will return to us all documents, technical data and equipment loaned by us to you for the purpose of or in connection with the contract.

Force Majeure:

A) Neither party shall be liable to the other for any failure to perform or delay in performing any of its obligations hereunder where such delay or failure arises wholly or in part by reason of any factor beyond its direct control including without limitation shortage of raw materials, components or services, fire flood, or other act of God, war or civil insurrection, rules and regulations of any territory, strike, lock-out or other industrial dispute or any other event of force majeure.

B) if either party seeks to rely on an event of force majeure it shall forthwith notify the other and shall, immediately such event of force majeure ceases to apply, forthwith perform all outstanding obligations under the contract.

Miscellaneous:

A) You may not withhold or delay payment of any amounts due to us under the contract or exercise any right of set off in respect of any sum or sums owing or alleged to be owing by us under the contract or under any other arrangement between us.

B) The contract is personal to you and may not be assigned in whole or in part to any third party without our prior written consent.

C) the contract does not constitute a partnership between you and us nor are you our agent for any purpose. You are not entitled to pledge our credit or to make any commitment on our behalf or in our name.

D) Each obligation contained in these conditions is a separate obligation and shall be severely enforceable as such notwithstanding the non-enforceability of any other such obligation.

E) Any notice required to be given under contract shall be in writing addressed to the registered office address of the other for the time being or such other address as may be notified for that purpose said shall be deemed served on the next business day following posting if sent by first class post or on the same day if sent by facsimile, email or delivered by hand (unless such day is not a business day or such notice is sent or delivered after 4.30pm in either of which cases the notice shall be deemed served on the next business day.

F) The contract shall be governed by and construed in accordance with English Law and the parties shall submit to the nonexclusive jurisdiction of the English Courts.