1.0 Interpretation

1.1 In these conditions:

‘Acknowledgement of the Quotation” means the countersigned duplicate of the Quotation.

‘Additional Goods’ has the meaning given in clause 6.1.

‘Buyer’ means the ‘person’ ‘firm’ or ‘company’ named in the Quotation as the customer.

‘Conditions’ means the standard terms and conditions set out in this document and (unless the context otherwise requires) include any special terms and conditions agreed in Writing between the Buyer and the Seller and/or as set out in the Quotation.

‘Contract’ means the contract for the supply of the Goods, consisting of the Quotation, any Acknowledgement of the

Quotation, if relevant, (and any documents referred to therein) and these Conditions.

‘Delivery Date’ means the date that the Seller has agreed in Writing to deliver the Goods to the Buyer.

‘Due Date’ has the meaning given in clause 5.1.

‘Goods’ means the goods which the Seller is to supply as set out in the Quotation.

‘Quotation’ means the Seller’s quotation for the Goods.

‘Price’ has the meaning given in clause 4.1. plus any additional payment due under clause 7.2 below.

‘Seller’ means Sertus Ltd (registered in England and Wales under number 10210575).

‘Writing’ includes e-mails, cable, facsimile transmission and comparable means of communication, provided that where the term is used in the context of an amendment, substitution or variation to the Conditions.

1.2 Any reference in these Conditions to any provision of a statute, regulation, order or other form of legislation is construed as a reference to that provision as amended re-enacted or extended from time-to-time.

1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.

2.0 Seller’s Obligations

2.1 These Conditions shall govern the Contract to the exclusion of any other terms and conditions.

2.2 The Seller shall supply the Goods to the Buyer and the Buyer shall purchase the Goods from the Seller in accordance with this Contract.

2.3 If the Seller is required to carry out any design, such design shall be carried out employing the standards of reasonable skill and care to be expected of a properly qualified and competent engineer or its equivalent profession experienced in carrying out work of a similar scope, nature, timescale and complexity to such design that is required.

2.4 No variation to the Contract shall be binding unless agreed in Writing between the authorised representatives of the Seller and the Buyer.

2.5 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.

2.6 Any typographical, clerical or other error or omission in any document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.

3.0 Orders and Specifications

3.1 The Buyer shall be responsible to the Seller 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.

3.2 The Seller requires a minimum period of two weeks following acceptance of the Quotation in order to complete any necessary design and relevant drawings. Approval and/or review of any design, specification or similar matter by the Buyer or its representatives, whether occurring prior to or following the date of acceptance of the Quotation shall constitute acceptance that the design satisfies the requirements of the Contract.

3.3 Following approval by the Buyer of the drawings, a further 6 - 8 weeks is required by the Seller for the manufacture and delivery of the Goods.

3.4 The quantity, quality and description of and any specification for the Goods shall be those set out in the Quotation and unless otherwise expressly set out therein the Seller gives no warranty that the Goods will conform to any particular standard specification or test.

3.5 No Contract shall be cancelled or terminated 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 such cancellation or termination.

3.6 In addition to any other rights and remedies which the Seller may have, the Seller may at any time by notice in Writing to the Buyer immediately terminate the whole or any part of the Seller’s engagement under the Contract without any liability to the Buyer for any sums whatsoever incurred because of such termination.

4.0 Price of the Goods

4.1 The price of the Goods shall be the price set out in the Quotation or, where no prices have 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 Quotation (the ‘Price’). The Price is valid for 30 days or until earlier acceptance by the Buyer, after which time the Price may be altered by the Seller without notice to the Buyer.

4.2 The Price does not include the cost of the provision of any additional contract documents such as collateral warranties. For the avoidance of doubt additional contract documents such as collateral warranties, will be provided at the Seller’s discretion and no such documents (including any requested warranties) will be provided unless and until the Price has been paid in full. In the event any warranty (or any other document) is supplied to the Buyer before the Price has been paid in full to the Seller, the Buyer will have no right to rely on such document(s) provided unless and until the Price has been paid in full.

4.3 Unless otherwise expressly set out in the Quotation, the Price does not include the removal of existing units, (eg: rooflights, roof edge trims etc), cleaning or removal of protection or protective equipment including but not limited to, access equipment and safety barriers, or the provision of additional protection.

4.4 The Price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay the Seller.

4.5 The Price, and or any amounts quoted or invoiced are in £GBP unless specifically agreed otherwise in writing by a director of the Seller.

4.6 Unless otherwise agreed in Writing, the Price is exclusive of the costs incurred in packaging and transporting the Goods to the Buyer.

4.7 The Seller may, by giving notice to the Buyer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

(a) any factor beyond the Seller’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

(b) any request by the Buyer to change the delivery date(s), quantities or types of Goods ordered; or

(c) any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate or accurate information or instructions.

5.0 Terms of payment

5.1 Subject to any alternative payment terms set out in the Contract, the Price or any part thereof is due for payment on the date that the Buyer receives each invoice.

5.2 The final date for payment shall be 14 days after the Due Date (the “Final Date for Payment”).

5.3 In the event of a failure to pay any sum due to the Seller by the Buyer by the Final Date for Payment the Buyer shall have the right to:

- Suspend, following 7 days’ notice in writing, all or part of the Goods. Upon the ending of a suspension the Buyer shall pay the Seller all reasonable costs of the suspension and shall grant the seller an extension of time for the period of the suspension;

- Charge the Buyer interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 for the period of late payment.

5.4 All amounts due under the Contract shall be paid by the Buyer to the Seller in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

5.5 The Seller may at any time, without notice to the Buyer, set off any liability of the Buyer to the Seller against any liability of the Seller to the Buyer, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. Any exercise by the Seller of its rights under this clause shall not limit or affect any other rights or remedies available to it under this agreement or otherwise.

5.6 The Seller shall be entitled to withhold any part of the Goods until the Price or part of the Price has been paid in full by the Buyer in accordance with this clause 5.

6.0 Delivery

6.1 The Seller shall deliver the Goods to the Buyer’s address or such other location as may be advised by the Buyer prior to delivery (the ‘Delivery Location’) on the Delivery Date.

6.2 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location.

6.3 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Seller shall not be liable for any delay in delivery of the Goods whatsoever.

6.4 If the Seller fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Seller shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a force majeure event or the Buyer’s failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

6.5 If the Buyer fails to take delivery of the Goods on the Delivery Date, then:

(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the Delivery Date; and

(b) the Seller shall store the Goods until delivery takes place, and charge the Buyer for all related costs and expenses (including insurance).

6.6 If, 10 Business Days after the Delivery Date, the Buyer has not taken delivery of the Goods the Seller may resell or otherwise dispose of part or all of the Goods and charge the Buyer for any shortfall.

6.7 The Buyer shall not be entitled to reject the Goods if the Seller delivers up to and including 5% more or less than the quantity of Goods ordered.

6.8 The Seller may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Buyer to cancel any other instalment.

7.0 Returns

7.1 In the event that the Buyer, for any reason whatsoever, wishes to return the Goods, they may do so in accordance with this clause.

7.2 In order to return the Goods the Buyer must contact the Seller and agree collection arrangements.

7.3 Provided that:

(a) the Goods are received by the Seller within 28 days of the Delivery Date; and

(b) the Goods are returned to the Seller in the condition they were dispatched in (i.e. in saleable condition) which is determined by the Seller at its sole discretion;

7.4 the Price paid for the Goods by the Buyer (together with any applicable VAT) shall be returned to the Buyer, by way of a credit note, after the deduction of a handling charge by the Seller (in the amount of 25% of the Price paid or £50, whichever is the greater, unless stated otherwise in Seller’s relevant price list).

7.5 Any Goods signed for at the time of delivery as damaged (where such damage or defect was caused to the Goods whilst in transit to the Buyer) can be returned by the Buyer in accordance with this clause, and the Buyer will be refunded the full Price paid or if the Buyer so requests the Goods will be replaced (and in either instance no handling charge will apply).

7.6 Any Goods that are damaged after the Buyer has signed for those Goods as undamaged will not be refunded or replaced.

7.7 Where the Goods supplied to the Buyer are non-stock products, no refund or replacement shall be given (save for if such non-stock products are signed for at the time of delivery as damaged then clause 7.4 above will apply).

8.0 Title and Risk

8.1 The risk in the Goods shall pass to the Buyer on completion of delivery.

8.2 Title to the Goods shall not pass to the Buyer until the Seller receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Seller has supplied to the Buyer in respect of which payment has become due in which case title to the Goods shall pass at the time of payment of all such sums.

8.3 Until title to the Goods has passed to the Buyer, the Buyer shall:

(a) store the Goods separately from all other goods held by the Buyer so that they remain readily identifiable as the Seller’s property;

(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; and

(d) give the Seller such information relating to the Goods as the Seller may require from time to time, including the right of inspection.

8.4 If before title to the Goods passes to the Buyer, the Buyer is deemed to be unable to pay its debts within the meaning of section 123 of the Insolvency Act 1996 (or, if being an individual or partnership the equivalent provisions) then, without limiting any other right or remedy the Seller may have the Seller may at any time:

(a) require the Buyer to deliver up all Goods; and

(b) if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Goods are stored in order to recover them.

9.0 Variations

9.1 The Buyer may, without invalidating the Contract, request an addition to or omission from or other change in the Goods (“Additional Goods”). As soon as reasonably practicable after receiving such a request, the Seller shall provide the Buyer with a written estimate of cost of the Additional Goods. Such estimate is deemed to be accepted by the Buyer unless disputed in Writing within 7 days of the date of the estimate. The Seller shall in addition be entitled to reasonable direct loss and/or expense incurred by the Buyer or its agents as a result of any requested change.

9.2 The Seller is under no obligation whatsoever to accept a request to supply Additional Goods and may refuse to do so without giving a reason to the Buyer. Any such refusal shall not invalidate the Contract.

10.0 Insurance and Liability

10.0 The Buyer shall ensure that the Goods are covered by the insurance policy of the Buyer or other third party. Such insurance must be ‘all risk’ insurance on the full value of the Goods.

10.2 Subject to clause 10.5, the Seller’s total liability to the Buyer in respect of all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the greater of £100,000 or the sum equivalent to ten times the Price. If the first sentence of this clause 10.2 is held to be invalid, the Seller’s total liability to the Buyer in respect of all losses arising under or in connection with the Contract shall in no circumstances exceed the level of professional indemnity insurance as stated in the Quotation.

10.3 In relation to any design to be carried out by the Seller, the Seller shall maintain professional indemnity insurance for an amount of at least that figure as stated in the Quotation or, in the absence of such figure, £2,000.000 (two million pounds) for any one claim for a period beginning on the date of the Contract and ending six years after completion of the Goods, provided that such insurance is available at commercially reasonable rates and terms.

10.4 Nothing in the Contract shall limit or exclude the Seller’s liability for:

(a) death or personal injury caused by its negligence;

(b) fraud or fraudulent misrepresentation; or

(c) any other liability which cannot be limited or excluded by applicable law.

10.5 Subject to clause 10.4, the Seller shall not be liable to the Buyer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement for:

(a) loss of profits;

(b) loss of sales or business;

(c) loss of agreements or contracts;

(d) loss of anticipated savings;

(e) loss of or damage to goodwill;

(f) loss of use or corruption of software, data or information; and

(g) any indirect or consequential loss.

11.0 Dispute Resolution

11.1 If a dispute or difference arises between the Buyer and Seller the parties agree to meet in good faith to attempt to resolve the dispute or difference that exists between them.

11.2 If any dispute or difference concerning the Goods shall arise between the Buyer and Seller, such dispute or difference may be referred to adjudication such adjudication to be conducted in accordance with the Scheme for Construction Contracts Regulations (England and Wales) 1998 (as amended). For the purposes of such adjudication the parties agree that the nominating body for appointment of the adjudicator shall be the President or Vice President of the Royal Institute of Chartered Surveyors.

12.0 Governing Law and Jurisdiction

12.1 The governing law of the Contract shall be the law of England and Wales.

12.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Goods or the Contract (including non-contractual disputes or claims).

13.0 Third Party Rights

13.1 Nothing in the Contract confers or purports to confer on any third party any benefit or any right to enforce any term of the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.

14.0 Severance

14.1 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.