TERMS AND CONDITIONS

1. General
a. the Seller" means JORDANS SUNBLINDS LIMITED
"the Buyer" means the person, company or firm by whom the goods are purchased
"the Goods" means the goods the subject of the contract or contracts to which these Conditions apply
b. Unless otherwise expressly agreed in writing by the Seller every sale of Goods by the Seller shall be subject to these Conditions to the exclusion of any other terms whether contained in any earlier set of conditions issued by the Seller or the Seller's agents or in a form of order or any other document issued by the Buyer or the Buyer's agents or otherwise arising whether expressly or by implication.
c. No officer employee or agent of the Seller has authority to contract on any conditions other than these Conditions nor to amend vary or waive these Conditions or to make any binding representation or warranty in respect of the Goods otherwise than in writing on the express authority of the Seller.
d. The Seller's quotations do not constitute an offer Orders placed with the Seller shall not be binding on the Seller or deemed accepted by it unless and until the Seller accepts the order either orally or in writing or there is implied acceptance on the part of the Seller by its fulfillment of the order. Where there is acceptance on the part of the Seller the Buyer shall be deemed to have unconditionally accepted these Conditions.

2. Description of Goods and Sample
a. Except as otherwise agreed in these Conditions all drawings descriptive matter samples specifications catalogues and advertising matter are published or issued for the sole purpose of giving an approximate idea of the goods described therein and no information contained in any of them or in any other document whatever shall form part of the contractual description of the Goods nor shall they form part of any contract and the Seller shall not be liable for any inaccuracies or omissions therein. The Seller reserves the right to make without notice such reasonable modifications in specifications descriptions designs materials or finishes as it deems necessary or desirable. The Buyer shall not be entitled to reject the Goods by reason of such reasonable modifications. Whilst every endeavour is made to match colours or patterns no warranty or guarantee is given or implied as to an exact or an almost exact match.
b. The Seller reserves the right to make without notice such reasonable modifications in specifications descriptions designs materials or finishes as it deems necessary or desirable. The Buyer shall not be entitled to object to or reject the Goods or any of them by reason of such reasonable modifications.
c. Notwithstanding that a sample of the Goods 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 bulk and not so as to constitute a sale by sample. The Buyer shall take the Goods at its own risk as to their corresponding with the said sample and subject to the normal variation between bulk and sample accepted by the trade.

3. Health and Safety
a. To the best belief of the Seller all Goods comply in all respects with the requirements of the Health and Safety at Work etc. Act 1974 ("the Act") Subject as hereinafter provided if a competent authority under the Act declares that the Goods are unsafe or a risk to health in any respect the Buyer shall notify the Seller immediately and the Seller shall at the Buyer's expense make such modification to the Goods or supply such additional or replacement parts for the Goods as such authority shall consider necessary to ensure that the Goods comply with the requirements of the Act.
b. The Buyer shall ensure that the Goods will be safe and without risk to health when properly used and in particular (without prejudice to the foregoing) the Buyer shall ensure that the Goods are used in accordance with any instructions which the Seller may supply If the Buyer fails to comply with the foregoing provisions of this clause then:-
i. the Seller shall be relieved of its liabilities (if any) to the Buyer under the Act or under sub-paragraph (a) of this Condition or otherwise howsoever to the extent that such liability would not have arisen but for such failure and
ii. the Buyer shall indemnify the Seller against all claims by third parties and all penalties for which the Seller may be liable pursuant to the Act or otherwise howsoever to the extent that such liability would not have arisen but for such failure.

4. Delivery
a. Unless otherwise agreed by the Seller in writing delivery of the Goods shall take place at the Buyer's premises.
b. The Buyer, at his own expense shall be responsible for unloading the Goods such unloading to be completed without delay.
c. After unloading the Buyer at his own expense shall be responsible lor stacking storing and protection of all the Goods and for any cartage necessary.
d. i. The Seller shall not be liable in respect of any damage in transit or non-delivery of Goods howsoever caused (including negligence) unless notice in writing (other than a qualified signature on a carrier's delivery note) is given to the carrier and to the seller:
A. where the damage is visible on inspection within 7 working days of delivery.
B. where the damage is not visible on inspection within one calendar month of delivery.
C. In the case of non-delivery within 7 working days of the date when the goods would in the ordinary course of events have been received.
ii. For any damage in transit or non-deliveries the Seller's liability will only be to replaced the Goods within a reasonable time subject in the case of damage in transit to the Goods being returned to the Seller forthwith.
e. Where Goods are handed to a carrier for carriage to the Buyer such carrier shall be deemed to be the agent of the Seller lor the purposes of sections 44, 45 and 46 of the Sale of Goods Act 1979 but for all other purposes such carrier shall be deemed to be the agent of the Buyer.
f. Times or dates quoted by the Seller for delivery of Goods are intended as an approximate estimate only Endeavours will be made to adhere to such times or dates but the Seller does not give any other undertaking In that regard.
g. Where more than one item of Goods is included in any order the Seller shall be entitled to make delivery by instalments and the contract shall be construed as a separate contract in respect of each instalment. In such cases the delivery date shown on the Seller's acceptance of order shall be deemed to be the estimated delivery date of the first instalment and the remaining instalments will be delivered within a reasonable time of the first instalment.
h. If for any reason the Buyer fails to accept delivery of the Goods or any instalment thereof on or after the specified delivery date or (if no such date is specified) within seven days of the Seller giving notice to the Buyer that the Goods are ready for delivery (without prejudice to any other right conferred upon the Seller in that event by these terms or by law):-
i. the seller may repudiate the contract as a whole; or
ii. the seller shall be entitled to store the Goods and the Buyer shall remain liable to pay the price (or the Goods with interest at the times and at the rate specified in these Conditions and the Buyer shall be liable to the Seller tor any loss or extra cost incurred by the Seller as a result of the Buyer's failure to take or delay in taking delivery including (but not limited to) the reasonable cost of such storage and shall be responsible for all loss or damage to the Goods howsoever arising (including loss or damage caused by the negligence of the Seller); or
iii. the Seller may within two months of the said notice being given invoice in respect of the Goods and require payment from the Buyer as though the Goods had been delivered to the Buyer on the specified delivery date and if the Buyer has not taken delivery of the Goods within three months of the said notice the Seller may deliver the Goods to the Buyer or sell them elsewhere at the Seller's option.
i. If the Seller delivers to the Buyer a quantity of Goods not more than 10 more or less than the quantity stated on the Seller's acceptance of order the Buyer shall not be entitled to object or to reject the Goods or any of them by reason of such surplus or shortfall and shall pay for the Goods pro rata at the contract rate.

5. Force Majeure
a. If events beyond the Seller's reasonable control prevent or hinder the Seller from delivering the Goods in accordance with the Contract the date or dates for delivery shall be extended by the period of delay caused by such events ana the price shall be increased to cover any increased costs caused by such delay.
b. If the period of delay extends beyond a reasonable period then the Seller shall in its absolute discretion be entitled to withhold suspend or cancel in whole or in part the delivery of any of the Goods and the Buyer shall be liable to pay in respect of the Goods already delivered and not paid for such amount as may be determined by the Seller to be a ratable proportion of the total contract price. A written certificate from the Seller showing that ratable proportion being conclusive evidence as to the amount of such proportion.
c. If the Seller shall pursuant to sub-clause (a) above tender to the Buyer less than the contractual quantity of Goods or shall lender any Goods late the Buyer shall accept and pay (or the Goods so tendered.

6. Price
a. Unless otherwise agreed by the Seller in writing the price payable for Goods shall be the Sellers quoted price or list price for those Goods at the date of despatch and in the case of an order where delivery is to be made by instalments the price payable for the Goods comprising each instalment shall be the Seller's list price for those Goods at the date of despatch of that instalment.
b. All prices are exclusive of Value Added Tax which will be charged at the appropriate rate.

7. Payment
a. Unless otherwise specified by the Seller in writing payment for all Goods and charges invoiced shall be due on the invoice date and payable by remittance received not later than the 281h day of the month following the invoice date.
b. Notwithstanding sub-clause (a) of this Condition and without prejudice to any other right which the Seller may have, the right to demand payment in respect of the Goods ordered at any time is reserved.
c. Where delivery of Goods is made in instalments each instalment shall be deemed to be a separate contract and the Seller shall be entitled to invoice each instalment of Goods when delivery has been made notwithstanding the non-delivery of other instalments or other default on the part of the Seller.
d. Where delivery of Goods is to be made in instalments or where by agreement in writing with the Seller payment for the Goods is to be made in instalments and the Buyer fails to take delivery of any instalment of Goods at the specified time or fails to pay any instalment of the purchase price at the due time then the whole of the balance of the purchase price for the Goods (whether delivered or not) shall become immediately due and payable.
e. Time for payment shall be of the essence.
f. Interest shall be charged by the Seller at 4 over Barclays Bank PLC's base lending rate (or the time being in force on all sums over for payment as well before as after judgment.
g. The Buyer shall pay the price of the Goods (including any increased price payable under these Conditions) and all charges due hereunder without any deduction whether by way of set-off counterclaim or otherwise.
h. New accounts are subject to trade references and/or cash with order.

8. Damage or Defects
a. In the case of Goods manufactured or processed by the Seller the Seller warrants that subject to the normal limits of industrial and commercial quality the Goods shall at the time of delivery be reasonably (it for the purpose of which the Buyer has given written details (if any) to the Seller prior to the Contract and free from defects in workmanship and materials. If any Goods do not conform to that warranty the Seller will at its option repair or replace the Goods or reduce the price charged for such defective Goods but the Buyer (and not the Seller) shall be responsible for the cost and expense of re-delivering the same and the cost of removing defective Goods (including all travelling and other expenses) and the Goods shall remain at the risk of the Buyer at all times.
b. The foregoing warranties under sub-clause (a) above of this Condition are conditional upon:-
i. the Buyer giving written notice to the Seller of the alleged defect in the Goods such notice to be received by the Seller within seven days of the time when the Buyer discovers or ought to have rediscovered the defect and in any event within twelve months of delivery of the Goods.
ii. the Buyer affording the Seller a reasonable opportunity to inspect the Goods or if so requested by the Seller returning the allegedly defective Goods to the Seller's works carriage paid, for inspection to take place there. iii. the Buyer making no further use of the Goods after the time at which the Buyer discovers or ought to have discovered the defect.
iv the defective Goods having been used stored and maintained in accordance with any instructions issued by the Seller or in accordance with general trade practice and there being no negligence or misuse on the part of the Buyer its servants or agents or a second or subsequent user or purchaser.
v the Seller being satisfied that the defect in the Goods was due to its defective workmanship or use of defective materials and without prejudice to the foregoing the Seller shall be under no liability for defects due to wear and tear or neglect or use of the Goods tor any purposes other than those lor which they are designed.
c. The liability of the Seller to the Buyer for indirect or consequential loss or damage howsoever caused under paragraph (a) of this Condition shall be limited to those risks in respect of which the Seller maintains a policy or policies of insurance PROVIDED THAT the liability of the Seller hereunder shall in no case exceed the amount actually recovered by the Seller from its insurer in respect of any such insured risk.
d. Save as otherwise provided in this Condition and to the extent permitted by law:-
i. all conditions and warranties express or implied are hereby expressly excluded.
ii. the Seller shall be under no liability tor any loss or damage howsoever caused which arises in respect of the Buyer's liability to any third party.
iii. the Seller shall be under no liability tor any direct or indirect or consequential loss or damage howsoever caused,
e. Nothing herein contained shal! be construed as an attempt to exclude or limit the liability of the Seller in negligence for the death of or injury to any person.
f. Where Goods are not manufactured or processed by the Seller:-
i. then at the Buyer's request the Seller shall in the event of the same being defective by reason of defective workmanship or materials assign to the Buyer such rights (if any) in respect of such defects as the Seller has against the person, lirm or company who supplies such Goods or part of such Goods to the Seller and such assignment shall be in full settlement of any claims the Buyer may have against the Seller in respect of or arising as a consequence of such defects and if the Buyer does not so request sub-clause (a) of this Condition above shall apply.
ii. the Seller gives no warranty as to patent registered design copyright and other industrial property rights in or in connection with the Goods.
g. The Seller accepts no responsibility for any drawing design or specification not prepared by the Seller and the Seller gives no warranty guarantee representation or opinion on the practicability of construction or of the efficacy safety or otherwise of materials to be supplied or work to be executed by the Seller in accordance therewith and the Buyer shall be responsible for the cost of any additional work caused by defects in any such drawings designs or specifications.
h. Where the Seller has manufactured the Goods to the Buyer's Order in reliance on the Buyer's designs specifications drawings or measurements the customer shall be liable for the full price of such Goods notwithstanding that they are no longer required following any alteration in such designs and/or specifications and for the full cost of any alterations rendered necessary and or Goods wasted through the inaccuracy or variation of such designs specifications or measurements.

9. Seller's Lien
a. In addition to any other right or lien to which the Seller may by law or the other terms hereof be entitled the Seller shall be entitled to a general lien on all the goods and property of the Buyer in the Seller's possession whether paid for or not and a right of sale of such goods and property at the Seller's sole discretion for any unpaid money due under the terms of any contract between the Seller or any Associated Company of the Seller and the Buyer or any Associated Company of the Buyer.
b. For the purposes of this clause a company is to be treated as another's "Associated Company" if one of the two has control of the other.(whether directly or indirectly) or both are under the control of the same person or persons (whether directly or indirectly) and for the purposes of this definition the expression "control" shall have the meaning attributed thereto by Section 416 of the Income and Corpo'-ation Taxes Act 1988.
c. The Seller shall have the right to put any goods or property over which it has a lien into a saleable state by any means whatsoever and (without prior notice to the Buyer) to sell such goods whether by private treaty or otherwise on such terms as the Seller may agree at the Seller's sole discretion. Out of the proceeds of sale the Seller shall be entitled to retain a sum equivalent to all unpaid monies due to it from the Buyer as aforesaid together with the cost of putting the goods into a saleable state as aforesaid and the expenses of sale and any balance shall be paid to the Buyer.

10. Termination or Cancellation
a. In the event of:-
i. any distress, execution or other legal process being levied upon any of the Buyer's assets.
ii. the Buyer entering into any arrangement or composition with its creditors. committing any act of bankruptcy or (being a corporation) an order being made or an effective resolution being passed tor its winding up except tor the purposes of amalgamation or reconstruction as a solvent company or a Receiver or Manager or Administrator or Administrative Receiver being appointed in respect of the whole or any part of its undertaking or asset.
iii. non-payment by the Buyer of any monies due from it to the Seller. the Seller shall be entitled to suspend all or any future deliveries and instalments of Goods under this or any other contract and on written notice to cancel the undelivered portion of this or any contract between the Buyer and the Seller and sell the Goods elsewhere.
b. In the event of any such cancellation by the Seller in accordance with sub-clause(a) above or any cancellation and/or repudiation of the contract by the Buyer the Seller shall be entitled to recover as damages from the Buyer all loss and damage of whatever kind consequential or otherwise which the Seller shall sustain in connection with such cancellation.
c. The exercise of the rights conferred by this Condition shall be without prejudice to any other right enjoyed by the Seller pursuant to these Conditions or by law including in particular the right to recover the Goods or the proceeds thereof from the Buyer pursuant to Condition 10 hereof.

11. Title and Risk
a. Property in the Goods shall not pass to the Buyer until the price of the Goods and every other sum whatsoever which is due from the Buyer to the Seller whether under this contract or otherwise howsoever have been paid in full.
b. Until the property in Goods delivered shall have passed to the Buyer in accordance with sub-clause (a) of this Condition the Buyer shall keep the Goods as bailee and shall store them in such a way that they are identifiable as the property of the Seller and are separate from all other goods in the possession of the Buyer.
c. Notwithstanding sub-clause (a) of this Condition the Buyer shall be entitled to use or sell the Goods in the normal course of the Buyer's business but only on the following conditions:
- i. if the Goods at the time of sale by the Buyer remain identifiable and unincorporated and unmixed with other goods then the Buyer shall sell the Goods on behalf of the Seller and the proceeds of sale shall be held in trust (or the Seller in a separate identified account.
ii. if the Goods are prior to sale by the Buyer made up or incorporated in or mixed with other goods then if they remain separately identifiable the Seller shall retain title thereto and if they do not remain separately identifiable the Seller shall become a joint owner of the goods in or with which the Goods are incorporated or mixed in such proportion as the value of the Goods bears to the value of the goods in which the Goods are so incorporated or mixed.
iii. if the Buyer sells the Goods or goods in or with which the Goods have been incorporated or mixed the sale shall be on behalf of the Seller as joint owner thereof as the case may be and the proceeds of any such sale (or the Seller's share thereof if the sale is of jointly owned property) shall be held in trust for the Seller and in a separate identified account.
d. At any time before the property in the Goods shall have passed to the Buyer in accordance herewith the Seller may by notice in writing to the Buyer determine the Buyer's right to use or sell the Goods and the Buyer shall thereupon at its own cost return the Goods to the Seller and shall cease to be in possession of the Goods with the consent of the Seller. At any time after the giving of such a notice the Seller or its servants or agent may enter upon any premises where the Goods are or are reasonably believed to be and may remove the Goods.
e. Notwithstanding the foregoing risk of damage to or loss of the Goods shall pass to the Buyer:
i. in the case where the Seller delivers the Goods or causes the Goods to be delivered, then as from their arrival at the point where they are to be unloaded; or
ii. in the case where the Buyer collects the Goods or causes the Goods to be collected, then as from the point where they are to be collected. When the Goods are loaded on to vehicles loading shall be the responsibility of and at the risk of the Buyer.
f. Nothing in this Condition shall in any way limit or modify the Buyer's obligation to pay for the Goods in accordance with these Conditions.

12. Intellectual Property
The Buyer shall not use the Goods or any specifications or drawings tor the purpose of designing or manufacturing identical goods without the Seller's prior written consent. All patent registered design copyright and other industrial property rights in or in connection with the Goods which the Seller may have shall remain the property of the Seller.

13. Indemnity
The Buyer shall indemnify the Seller against all costs claims demands proceedings charges and expenses tor which the Seller may become liable in respect of the Goods except to the extent that liability is specifically assumed by the Seller under these Conditions.

14. Waiver
Any failure by the Seller to exercise any rights under these Conditions shall not constitute a waiver or prevent the subsequent exercise of such rights.

15. Notice
Any notice required to be given or served hereunder shall be addressed in the case of a notice to be given to or served on the Buyer at the address of the Buyer shown on the contract or invoice (or if none its registered office tor the time being in the case of a Company or in any other case its last known address) and in the case of the Seller at its registered office for the time being and may be given or served either:-
a. by letter leaving the same or sending the same by first class post in a pre-paid envelope and a notice so given or served shall be deemed to have been given or served on the day it was so left or on the day following that on which it was posted; or
b. by telex cable or facsimile transmission and a notice so given or sent shall be deemed to have been given or served within 24 hours of transmission.

16. English Law
a. These Conditions and their construction shall be governed by English Law and the Buyer and the Seller shall submit to the jurisdiction of the English Courts.
b. The Buyer shall ensure that the use to which the Seller's products are to be put does not contravene any local or national laws bye-laws or regulations for the time being in force and will indemnify the Seller against any such contravention.

17. Sale of Goods Act etc.
The Buyer acknowledges that:- a. It has considered the provisions of the Sale of Goods Act 1979 the Supply of Goods and Services Act 1982 and the Unfair Contracts Terms Act 1977 and any re-enactment or re-amendment thereof and any statutory instrument and resolution made thereunder.
b. It has read and accepts as binding upon it each of these Conditions including those which may exempt the Seller from or limit or restrict its liability under any conditions implied by statute or otherwise howsoever and the Buyer accepts that such terms are fully inconsistent with the object of this contract.
c. At the time of entering into this contract the bargaining positions of the Seller and the Buyer are in all the circumstances of equal strength relative to each other.
d. In the foregoing circumstances it will be fair and reasonable in any litigation or arbitration which may arise out of any disputes arising under these conditions for the Seller to rely by way of defence on any of these Conditions which may except it from or limit or restrict its liability under any terms implied by statute or otherwise howsoever.

18. Headings
The headings of these Conditions are for convenience only and shall be disregarded in construing the same.