1. General
1.1 These Terms and Conditions (“the Terms”) apply to and are incorporated in each and every quotation issued by Company and each and every Purchase Order (defined below) issued by the Customer and each and every order acceptance and order acknowledgment issued by Company which together shall form a contract (hereinafter referred to as “Contract”) entered into by:
(1) Fibex Limited and/or
2) Any Subsidiary Fibex Limited (as defined by the Companies Act 1985 of the United Kingdom Section 736) and/or
(3) Any Associated Company of Fibex Limited and of any Subsidiary Company of Fibex Limited (as defined by the Companies Act 1985 of the United Kingdom Section 736)
(and each such Company is hereinafter referred to as “the Company”) for the supply of goods and/or materials as set out in Appendix A which may be altered or modified by the Company from time to time (hereinafter referred to individually and collectively as “the Goods”) by the Company to the Customer.
1.2 In entering the Contract, the Customer has not relied on any representations whether express or implied made by or on behalf of the Company, other than the Terms, unless set out in writing and signed by a person duly authorised by the Company.
1.3 There shall be no variation or addition or alteration or modification or waiver of all or any of the Terms unless set out in writing and signed by a person duly authorised by the Company.
1.4 Any drawings and other technical data produced by the Company in respect of the Contract and all intellectual property rights therein as well as the Goods shall be and remain the property of the Company.
1.5 The Company has no responsibility and/or liability in respect of any design issued to the Company by or on behalf of the Customer or any third party and any Goods built or manufactured by the Company based thereon.
1.6 The Customer shall satisfy itself as to whether the Products are satisfactory for the purpose intended or selected by the Customer in accordance with Clause 11.1.

2. Quotations
2.1 The issue by the Company of any quotation constitutes an invitation to treat and the Company’s receipt of an order from the Customer in respect thereof does not create a contract. Any acceptance from the Customer in respect of a quotation issued by the Company and the terms and conditions contained therein constitutes an order from the Customer to the Company subject to acceptance by the Company (“hereinafter referred to as “Purchase Order”). A Contract is only formed when the Company accepts a Purchase Order from the Customer by written acceptance of the Purchase Order (hereinafter referred to as “Order Acceptance”).
2.2 All quotations issued by the Company and Order Acceptance by the Company are conditional on the Company being satisfied as to the Customer’s credit worthiness and if following a credit check the Company is not satisfied as to the Customer’s credit worthiness, the Company may withdraw any quotation before or after the Customer issues the Company with a Purchase Order or Company issues an Order Acceptance and may rescind any Contract and in that event the Company shall repay any monies received from the Customer but otherwise shall have no liability towards the Customer in respect thereof or arising therefrom. If the Customer cancels any Purchase Order after Order Acceptance this will be a breach of the Contract, and the Customer shall be liable for damages and all other remedies applicable under the law.
2.3 The Customer shall complete the Company’s credit account application documentation (if any) and shall otherwise assist the Company in conducting a credit check in respect of the Customer as and when requested by the Company.
2.4 Any quotation issued by the Company is valid for 30 days, unless otherwise specifically agreed in writing, commencing the date of issue of the quotation provided always that the Company reserves the right at any time prior to issuing any Order Acceptance to amend any error or omission in or modify or withdraw the quotation.
2.5 Any Purchase Order in respect of a quotation must be in writing. Any unwritten (purported) order in respect of a quotation shall be of no effect.
2.6 Any quotation issued by the Company is based on the details given to the Company by or on behalf of the Customer and the Company relies on such details in preparing the quotation and supplying the Goods and all such details form the basis of any resultant Contract.

3. Purchase Orders
3.1 Any terms and conditions of order or purported order issued by the Customer to the Company setting out the Customer’s terms and conditions of order and/or terms and conditions of acceptance or purported acceptance of any quotation issued by the Company to the Customer, are not accepted by the Company and are not incorporated in the Contract for the supply of the Goods by the Company and are and shall be of no effect and are and shall be excluded and do not and shall not in any way bind the Company.
3.2 In placing an order with the Company, the Customer warrants that the Customer has provided the Company with full, complete, and accurate details of the Customer’s requirements in respect of the Goods; and any subsequent variation or modification thereof shall constitute “extras” and shall result in a review of the Contract Price, and the Customer shall pay any consequential increase in the Contract Price.

4. Lists
4.1 All lists published by the Company are liable to alteration, both as to the specification of the listed Goods and/or the listed prices in respect thereof, at any time.
4.2 Any listed Goods and/or any listed prices specified in any quotation issued by the Company are not binding on the Company unless the Customer issues the Company with a written Purchase Order in respect thereof and the Company issues the Customer with a written Order Acceptance.
4.3 The Company has the right to make a minimum charge.

5. Delivery
5.1 The Company will endeavour to comply with any date (whether original or extended) given by the Company for despatch and/or delivery and/or supply of the Goods but any such date is given and intended as an estimate only and time shall not be of the essence of the Contract in this regard and the Company shall not be liable for any loss or damage whether direct or indirect and whether consequential or otherwise arising from any delay in despatch and/or delivery and/or supply and/or installation.
5.2 Any date or time given for despatch of the Goods is based on the premise that the Customer has provided the Company with all necessary information to enable the Company to perform the contract work.
5.3 Any date(s) or period(s) given by the Company for the supply of the Goods shall be extended in the case of any agreed variations to the Contract and in the event of any delay by the Customer in issuing or failing to issue instructions or failing to provide the Company with full, complete, and accurate details of the Customer’s requirements in respect of the Goods and any cause whatever beyond the Company’s reasonable control, including but not limited to war, hostilities (whether declared or not), riot, civil commotion, strikes, lockouts, labour disputes, epidemics, fire, accidents, breakdown, defective materials, lack of supplies of raw materials or components or services, and non-delivery or late delivery by the Company’s suppliers, the Company shall be at liberty to determine the Contract or part thereof by giving written notice to the Customer (which shall be without prejudice to any other rights or remedies of the Company).

5.4 Delivery of Goods shall be effected: (i) if the Customer whether by itself, its servants, agents or independent contractors collects the Goods from the Company’s premises, upon collection taking place. (ii) otherwise, immediately the Goods arrive at the premises of the Customer or other premises agreed between the parties or other the premises nominated by the Customer.
5.5 The Goods shall be at the Customer’s risk immediately upon the Goods being collected by the Customer at the Company’s premises and otherwise immediately upon the Goods leaving the Company’s premises.
5.6 If: (i) the Customer fails and/or refuses to take and/or accept delivery of Goods for any reason whatsoever or (ii) Goods are returned to the Company for any reason whatsoever or (iii) the Customer wrongly releases Goods to a third party the Customer shall pay the Company the costs of and incidental to the delivery and removal and recovery of such Goods, all risk in the Goods shall be with the Customer until the goods are returned to the Company’s premises, and this shall be in addition to and without prejudice to any other right or remedy of the Company.
5.7 Without prejudice to the foregoing, if the Customer is unable to take and/or accept delivery of Goods for any reason whatsoever, the Company may agree to store the Goods for the Customer without charge to the Customer for a maximum period of thirty (30) days. All risk in the Goods shall be with the Customer during such period.

6. Contract price
All prices are exclusive of Value Added Tax and comparable and similar taxes (whether chargeable by the tax authorities of the United Kingdom and/or elsewhere) (“VAT”), and VAT shall be paid thereon by the Customer as invoiced by the Company.

7. Packing and carriage charges
Unless otherwise stated in writing by the Company, packing and carriage charges are additional to the Contract Price and will be charged to and shall be paid by the Customer at cost.

8. Payment
8.1 All first orders are to be made on a pro-forma basis with the Contract Price to be paid by the Customer at the time of Order Acceptance and before delivery of the Goods save where any credit terms are specifically agreed in writing by the Company
8.2 Subject to the foregoing, payment of invoice issued by the Company is due 30 days from the date of invoice, unless specifically agreed in writing with the Company.
8.3 If any payment is not made as and when it becomes due, the Customer shall pay interest at the rate of 8% per annum above Barclays Bank Plc base rate from time to time on the outstanding sum due both before and after judgment from the date of the Company’s invoice, or the highest amount permitted under applicable law whichever is lower.
8.4 Unless otherwise stated in writing by the Company, the Contract Price shall be in British Pounds (GBP) as stated in the quotation and confirmed in the Order Acceptance and payment shall be made in British Pounds (GBP).

9. Retention of Title
9.1 The property in the Goods which are unpaid for remains vested in the Company and shall not pass to the Customer until the Customer shall have made payment in full of all sums due to the Company for those goods and without prejudice to the generality of the foregoing title shall pass for the goods immediately upon payment by the customer to the company for the same. Notwithstanding the foregoing, risk in the Goods shall pass to the Customer as set out in Clause 5.5 immediately upon the Goods being collected by the Customer at the Company’s premises and otherwise immediately upon the Goods leaving the Company’s premises
9.2 Sub clause 9.1 shall not be affected by any alteration or addition to the Goods by the Company or the Customer .
9.3 Until the property in the Goods shall have passed to the Customer the Company shall be at liberty at any time to retake possession thereof and the Customer grants the Company by itself its servants or agents and all other persons authorized by it the right to enter upon the Customer’s premises (and all other premises in respect of which the Customer may give permission) where the Goods are situated for the purpose of enabling the Company to retake possession of the Goods.
9.4 The Customer shall not sell or otherwise dispose of or mix with other goods or otherwise lose the identity of the Goods prior to payment being made pursuant to sub clause 9.1. If in breach of this condition the Customer shall sell or purport to sell or otherwise dispose of the Goods the Customer shall hold the proceeds of any such sale or purported sale or disposition on trust for the Company. This shall be without prejudice to any other rights and remedies vested in the Company as a result of such breach.

9.5 Until such time as the property in the Goods has passed to a Customer, the Customer shall keep the Goods separate and apart from other items of similar nature that they may be easily identifiable in the event of the Company requiring to retake possession.
9.6 Until such time as the property in the Goods has passed to the Customer, the Customer irrevocably authorises the Company, its servants and agents and all other persons authorised by it to enter upon the premises where the Goods are stored and to retake possession of them in the event of: (i) the levying of any distress or execution upon any of the assets of the Customer or
(ii) the commencement of legal proceedings against the Customer for the purpose of liquidation of winding up or bankruptcy or
iii) the appointment of a Receiver over the whole or any part of the Customer’s undertaking or (iv) the calling of a meeting of the creditors of the Customer.

10. Lien on Goods
In addition to any right of lien to which the Company may by law be entitled, the Company shall be entitled to a general lien on all goods of the Customer in the Company’s possession (although such goods or some of them may have been paid for) for the unpaid price of any Goods sold and delivered by the Company to the Customer under the same or any contract.

11. Acceptance of the Goods, Loss or damage in transit
11.1 The Customer shall examine the Goods immediately upon delivery being effected and satisfy itself as to whether the Products are satisfactory for the purpose, design and details notified by the Customer to the Company. Any shortage of the Goods and/or damage to the Goods prior to or during the course of delivery or any failure of the goods to satisfy the purpose design or details must be notified by the Customer to the Company in writing either by endorsement on the Company’s delivery sheet or otherwise within 7 days from the date of delivery to the Customer (hereinafter referred to as “Defect Notification”), failing which no claim will be accepted by the Company and the Company is hereby, to the extent permitted by applicable law, discharged from any claim and/or liability in respect of such shortage and/or damage or failure of the goods to be satisfactory for the purpose, design and details notified by the Customer to the Company which is not notified as aforesaid. Where the Customer gives a Defect Notification as aforesaid the Company shall verify the defect and if the Company confirms in its sole discretion that there is a defect as aforesaid, the Company’s sole liability will be to repair or replace the Goods in its sole discretion and the Company will have no further liability in respect thereto including for any alleged losses suffered by the Customer. If the Company determines that there is no defect the Customer shall accept the Goods and make payment for the Goods.
11.2 For the purpose of sub clause 11.1, if any carrier appointed by the Customer shall take possession of the Goods, delivery of the Goods is deemed to take place upon the carrier taking possession of the Goods.

12. Exclusion and Limitation of liability
12.1 To the maximum extent permitted by applicable law, all conditions and warranties in respect of the Goods and whether express or implied, statutory or otherwise are hereby expressly excluded.
12.2 To the extent permitted by applicable law, the Company’s liability to the Customer for any misrepresentation and/or breach of contract and/or negligence shall in no case exceed the Contract Price and, save as aforesaid, the Company shall in no circumstances whatsoever be liable to the Customer in respect of any loss or damage whether direct, indirect, consequential or howsoever else arising.
12.3 PROVIDED ALWAYS that sub clause 12.2 shall not restrict the Company’s liability for death or personal injury arising from any negligence on the part of the Company.

13. Rights of Third Parties
Notwithstanding any other provision of the Terms and of the Contract, nothing in the Contract shall confer, nor is it intended to confer, a benefit on any third party for the purposes of the Contract (Rights of Third Parties) Act 1999 or for any other purpose.

14. Law
The Contract is and shall be deemed to have been made in the West Midlands and shall in all respects be governed by English law and the parties submit to the exclusive jurisdiction of the English courts in relation to any dispute which may arise between them.