1. Interpretation

1.1. For the purposes of this document ‘the Company’ and “QED” both mean Quality Essential Distribution Limited and ‘Buyer’ means any company, organisation or person placing orders for or purchasing goods or services from the Company.

1.2. ‘Contract’ means the legal agreement between the Company and the Buyer to which these terms and conditions relate.

2. Basis of Contract

2.1. These conditions shall govern any Contract between QED and the Buyer to the exclusion of any other terms or conditions and shall supersede any previous terms and conditions issued by QED

2.2. Any orders placed by the Buyer which do not state acceptance of these terms and conditions will still be subject to them and any terms or conditions which the Buyer may purport to apply under any offer, order or similar document or in any correspondence and which conflict with these terms and conditions shall be of no effect.

2.3. Any variation of these terms and conditions shall be inapplicable unless agreed in writing by QED.

3. Delivery

3.1. Dates for delivery are estimates only and are not guaranteed and time is not of the essence in relation to such dates.

3.2. QED will use reasonable endeavours to deliver on the delivery dates requested.

3.3. QED shall have no liability in respect of late delivery of goods ordered.

3.4. Where products are delivered in instalments, each delivery will be subject to a delivery charge if the value of the goods to be delivered is below the minimum carriage paid order value (as set from time to time by QED) or if delivery by instalments is requested.

3.5. If a delivery of goods is refused then an additional charge for re-delivery will be applied.

4. Returns and Cancellations

4.1. Without prejudice to any other provision of these terms and conditions, any order cancelled by the Buyer where such cancellation is accepted by QED will nevertheless incur a cancellation charge to cover any expenses which QED has incurred.

4.2. If the Buyer requests cancellation of an order comprising goods which have been ordered in specifically for the Buyer then the Buyer will be charged and liable to pay at the option of QED either the full invoice value of such goods (in which case the Buyer shall be entitled to supply of the goods) or a cancellation charge which equates to any expenses incurred by QED (including without prejudice to the generality of the foregoing carriage and administration costs) in connection with the cancelled order.

4.3. No goods will be accepted back for credit unless returned at the Buyer’s expense and in “as new” condition within original packing and with instructions.

4.4. QED reserves the right to refuse to accept the return of goods from the Buyer if they were ordered specially for the Buyer or are not in “as new” condition, or are not in their original packing or are without instructions originally supplied.

5. Guarantees and Repairs

5.1. Subject to the succeeding provisions of this clause 5, QED will honour a manufacturer’s warranty only in respect of goods claimed to be defective, and then only within 12 month from date the relevant goods were invoiced to the Buyer by QED.

5.2. Any goods accepted by QED to be faulty out of box will be replaced free of charge.

5.3. Any goods installed which are reported faulty to QED within the period of 12 months referred to in clause 5.1 above shall be offered to QED for repair instead of replacement and if so repaired shall be returned (at QED’s expense) to and accepted by the Buyer.

5.4. QED shall not be liable for the Goods failure to comply with the manufactures warranty and shall be entitled to charge to and be paid by the Buyer all costs (including carriage and administration costs) for replacement of or repair or attempted repair of any faults in any goods reported to QED as faulty where the fault has been caused by the Buyer, his employee, contractor or agent, the Buyer’s customer or any other third party or by any factor relevant to use of the goods for some purpose other than that or outside the operational parameters for which the goods in question were designed or where the Customer makes further use of the Goods after giving notice under clause 5.3.

5.5. Any notification of a claim for replacement or repair of goods alleged by the Buyer to be faulty must be given or confirmed in writing to QED and thereafter the Buyer shall have a maximum period of 14 days (as to which time shall be of the essence) within which to returnthe goods to QED if practicable to do so, or, if it is not practicable to return the goods to QED, within which to specify why return is not practicable and to offer QED a reasonable opportunity of inspecting the goods in question on site, and failure to comply strictly with the requirements of this clause 5.5 shall be deemed a waiver by the Buyer of all and any claims he may have against QED arising out of or in respect of or relation to the allegedly defective goods and/or the supply thereof.

5.6. Except as provided in this clause 5, the Company shall have no liability to the Customer in respect of the goods failure to comply with the manufacturer’s warranty.

6. Limitations of Liability

6.1. Without prejudice to any other exclusions of liability or other provisions contained in these terms and conditions or other exclusions applicable under Statute or Common Law, QED shall have no liability in respect of any goods alleged to be defective and/or the supply of such goods:-

6.1.1. where the defect has been caused by the buyer, his employee, his sub-contractor, his agent, his customer or any other third party who may have handled or otherwise acted upon the goods after they left the possession of QED.

6.1.2. if the goods have not been paid for in full.

6.1.3. where the goods have not been used or assembled in accordance with the manufacturer’s instructions.

6.1.4. where refurbished goods have been ordered and supplied.

6.1.5. where goods have been short delivered or damaged in transit.

6.1.6. if QED have not been given an opportunity, in circumstances in which the provision of such an opportunity could reasonably have been given, to remedy any matter complained of and for which QED might otherwise have been liable.

6.1.7. where the matter complained of is covered by a policy of insurance issued by the Buyer’s insurers.

6.1.8. for any matters which are or were at any relevant time outside QED’s reasonable control.

6.1.9. for errors in details and/or specification supplied by the Buyer which give rise to failures in systems and/or products.

6.2. Subject to clause 6.9, QEDs total liability to the Buyer in respect of all other losses arising under of in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise shall in no circumstances exceed the price paid for the goods supplied by QED to which such claim relates and in particular but without prejudice to the generality of the foregoing QED shall have no liability to the Buyer for:

a) Consequential Loss (including loss of profit and/or damage to goodwill)

b) Economic or other similar losses

c) Damages and indirect losses

d) Business interruption or loss of business, contracts or opportunity.

6.3. All goods supplied shall be manufactured in accordance with all applicable British Standards which relate specifically to those goods.

6.4. QED may from time to time make changes in the specification of goods which are required to comply with any applicable safety or statutory requirements or which do not materially affect the quality or fitness for purpose of such goods.

6.5. Any contractual description of any goods by QED relates to the identity of those goods but only if it relates to a central characteristic of the goods or to a substantial ingredient in their identity.

6.6. QED warrants that goods supplied will at the time of delivery correspond to the description applied to them by QED.

6.7. Save as herein specifically stated to the contrary all terms, conditions, warranties and representations (whether implied or made expressly) whether by QED its servants or agents or otherwise relating to the quality and/or fitness for the purpose of any goods are excluded to the fullest extent permitted by law.

6.8. These conditions shall apply to any repaired or replacement Goods supplied by the Company.

6.9. Nothing in these Conditions shall limit or exclude the Company’s liability for:

a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

b) fraud or fraudulent misrepresentation;

c) breach of the terms implied by section 12 of the Sale of Goods Act 1979;

d) defective products under the ConsumerProtection Act 1987; or

e) any matter in respect of which it would be unlawful for the Company to exclude or restrict liability.

7. Price and Payment

7.1. Any proposals or quotations issued by QED are valid for a 14-day period.

7.2. Unless stated otherwise all prices quoted exclude carriage charges and VAT which are payable in addition.

7.3. Payment of all sums invoiced shall be due within 30 days of the date of the invoice but QED shall not be bound to deliver the goods to which an invoice relates until the Buyer has paid for them and if so required by QED payment shall be made before delivery of goods ordered. Delivery and payment are not concurrent conditions. Time for payment after rendering of an invoice shall be of the essence.

7.4. Late payment by the Buyer shall render the Buyer liable to payment of interest and compensation charges in accordance with the provisions of the Late Payment of Commercial Debt Regulations 2002.

7.5. The Buyer shall pay all invoices fully without any set off, deduction, counterclaim or withholding of monies. If the Buyer fails to make any payment on the due date then without prejudice to any of QED’s other rights QED may:

7.5.1. suspend or cancel deliveries of any articles due to the Buyer; and/or

7.5.2. appropriate any payment made by the Buyer to such goods supplied under any contract with the Buyer as QED may in its sole discretion think fit.

8. Property

8.1. Goods shall be at the Buyer’s risk as from delivery.

8.2. In spite of delivery having been made property in the Goods shall not pass from QED until the Buyer shall have paid all sums whatever due from the Buyer to QED in respect of the supply of such goods.

8.3. Until property in goods supplied by QED passes to the Buyer in accordance with clause 8.2 the Buyer shall hold goods supplied by QED and each of them on a fiduciary basis as bailee for QED. The Buyer shall store such goods (at no cost to QED) separately from all other goods in its possession and marked in such a way that they are clearly identified as QED’s property.

8.4. Notwithstanding that goods (or any of them) in the Buyer’s possession remain the property of QED the Buyer may sell or use such goods in the ordinary course of the Buyer’s business at full market value for the account of QED. Any such sale or dealing shall be a sale or use of QED’s property by the Buyer on the Buyer’s own behalf and the Buyer shall deal as principal when making such sales or dealings. Until property in such goods passes from QED the entire proceeds of sale or otherwise of such goods shall be held in trust for QED and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as QED’s money.

8.5. QED shall be entitled to recover the price of the goods plus VAT and any associated charges such as carriage costs notwithstanding that property in any of the goods supplied by QED has not passed from QED.

8.6. Until such time as property in goods supplied by QED passes from QED the Buyer shall upon request deliver up to QED such of those goods as have not ceased to be in existence or resold. If the Buyer fails to do so QED may enter upon any premises owned occupied or controlled by the Buyer where such goods are situated and repossess those goods. On the making of such request the rights of the Buyer under clause 8.4 shall cease.

8.7. The Buyer shall not pledge or in any way charge by way of security for any indebtedness any goods which are the property of QED. Without prejudice to the other rights of QED, if the Buyer does so all sums whatever owing by the Buyer to QED shall forthwith become due and payable.

8.8. The Buyer shall insure and keep insured all goods supplied by QED in which title has not yet passed to the Buyer to the full cost thereof (as chargeable by QED) against ‘all risks’ to the reasonable satisfaction of QED until the date that property in such goods passes from QED, and shall whenever requested by QED produce a copy of the policy of insurance. Without prejudice to the other rights of QED, if the Buyer fails to do so all sums whatever owing by the Buyer to QED shall forthwith become due and payable.

8.9. The Buyer shall promptly deliver the prescribed particulars of this contract to the Registrar in accordance with the Companies Act 2006 Part 25 as amended. Without prejudice to the other rights of QED, if the Buyer fails to do so all sums whatever owing by the Buyer to QED shall forthwith become due and payable.

9. Insolvency or Other Default of Buyer

9.1. If the Buyer fails to make payment for the Goods in accordance with the contract of sale or commits any other breach of the contract of sale or if any distress or execution shall be levied upon any of the Buyer’s goods or if the Buyer offers to make any arrangement with its creditors or if any bankruptcy petition is presented against the Buyer or the Buyer is unable to pay its debts as they fall due or if being a limited company any resolution or petition to wind up the Buyer (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented or if a receiver, administrator, administrative receiver or manager shall be appointed over the whole or any part of the Buyer’s business or assets or if the Buyer shall suffer any analogous proceedings under foreign law all sums outstanding in respect of the Goods shall become payable immediately. QED may in its absolute discretion and without prejudice to any other rights which it may have:

9.1.1. suspend all future deliveries of Goods to the Buyer and/or terminate any contract with the Buyer without liability upon its part; and/or

9.1.2. exercise any of its rights pursuant to clause 8.

10. Force Majeure QED shall be relieved of its obligations hereunder whenever and to the extent to which fulfilment is prevented, frustrated or impeded as a consequence of any cause outside the reasonable control of QED including (but not limited to) Acts of God, fire, flood, war or civil disturbance or riot, acts of Government, currency restriction or fluctuation, labour disputes, strikes, failure of energy sources or transport network, malicious damage, breakdown of plant or machinery, unavailability of materials, natural disasters or extreme adverse weather conditions or failure of supplier or subcontractor to deliver on time.

11. Proper Law of Contract

11.1. These terms and conditions and all contracts governed by the same are subject to the law of England and Wales.

11.2. If any dispute or difference shall arise between the parties as to the meaning of any contract governed by these terms and conditions or any matter or thing arising out of or connected with such a contract then if (and only if) QED shall in its absolute discretion so elect it shall be referred to the determination of an arbitrator to be appointed by agreement of the parties or (in default of agreement within 21 days of the service upon one party of a written request to concur in such appointment) by the President for the time being of the Chartered Institute of Arbitrators.

12. Third Party Rights The provisions of the Contracts (Rights of Third Parties) Act 1999 shall not apply to this contract and a person who is not a party to this contract shall have no right under that Act to enforce any term of the contract.

13. Assignment and Other Dealings

a) The Company may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

b) The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Company.

14. Notices

a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.

b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 14(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.

c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action. 15. Severance

a) 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.

b) If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

16. Waiver

A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.