Sales Terms & Conditions

1. ACCEPTANCE OF ORDER

Orders are accepted only based on these Conditions of Sale. Any qualification of these conditions by the customer shall be inapplicable unless specifically accepted in writing by Exlabesa Building Systems Ltd. (hereinafter referred to as EBS).

2. PAYMENT

A. Credit facilities may be granted at the absolute discretion of EBS on such terms as it sees fit. Otherwise, payment shall be on such terms as EBS may require which may include cash with order, cash on delivery or against pro-forma invoice. If credit facilities are granted any payments received will be deemed to be in settlement of the oldest debt due.

B. Where payment is not received by the due date, EBS has the right to suspend or cancel any credit facilities granted including such facilities for orders already accepted on credit terms and deliveries made but for which payment would not have been due under normal credit terms had the suspension or cancellation of those credit terms not occurred.

C. EBS may without prejudice to its other remedies under these terms, charge interest from the due date, on the overdue payment at the rate of 4% per annum above the Bank of England base lending rate. Such interest shall accrue until payment is received.

3. DELIVERY

A. Any date named by EBS or the customer for despatch or delivery shall not be of the essence of the contract, and such date or dates are given and intended as an estimate only. The customer shall nevertheless be bound to accept delivery on or after any delivery date quoted by either EBS or the customer. EBS shall not be liable in any way in respect of late despatch or delivery however caused nor shall such failure to despatch be deemed a breach of contract.

B. Where specifications, instructions, and/or materials are to be supplied, the customer shall supply the same in reasonable time to enable EBS to despatch within the period named and the customer shall indemnify EBS against any consequential loss that may arise from the customer’s failure to supply such specifications, instructions, or material, or from the customer’s failure to take delivery at the specified date.

C. Where goods are sold FOB all risk of loss or damage in transit shall pass to the customer when the goods are placed on board ship, notwithstanding that the ownership of the goods may not have passed to the customer, and EBS are under no obligation to give the customer notice specified in Section 32(3) of the Sale of Goods Act 1979.

D. Any delivery of consignment of the goods under these terms shall be constitute a separate contract to which these terms shall, with due alteration of details, apply including those relating to payment. Failure to make a delivery shall not terminate this agreement as to other deliveries. EBS may at its discretion make instalment deliveries.

4. CLAIMS

A. Defective goods shall not form the subject of any claim in respect of work done, consequential damages or expenses, loss of profit or any claim arising through resale or other loss, damage or expense whatsoever or howsoever incurred.

B. No claim in respect of defective goods will be valid unless made and the alleged defective goods returned within 30 days of despatch of the goods, nor will such claim be reason for cancellation of the order.

C. Any claim in respect of non-delivery of the whole or any part of the delivery of the goods shall be notified to EBS and the carrier in writing within 48 hours of the relevant advice of despatch or receipt of that part of the delivery as the case may be.

D. Any claim by the customer for damage in transit, deviation, mis-delivery, delay, or deterioration shall be notified in writing both to the carrier and to EBS within 21 days of the date of delivery to which the claim relates. The customer shall not provide the carrier with a receipt that the goods are in good condition, if there is any evidence of injury to packing, crating or contents upon the customer’s reasonable inspection on delivery but shall give a receipt according to the facts which its own examination discloses.

E. Goods represented by the customer to be defective or not to conform to contract or specification, and returned to and accepted by EBS as such, will at EBS’s option, be replaced as originally ordered, or rectified and returned, or the price of the goods credited in full.

F. No claim may be submitted other than by the customer.

5. PRICES

EBS has the right to alter without notice any prices quoted prior to despatch to cover variations in costs, changes of design, or for any other reason. If variation in price occurs during the currency of an order, the price of the un despatched portion of the order outstanding at the date of such variation in price shall be adjusted accordingly. Minimum charges may apply.

Please refer to our current price list.

6. LIEN

A. The risk in the goods passes to the customer upon delivery to the customer or into the custody upon the customer’s behalf and the customer should insure accordingly. Title in goods supplied hereunder will pass to the customer when

(I) the goods, the subject of this contract and (II) all other goods the subject of any other contract between EBS and the customer which at the time of payment of the full price of the goods sold under this contract, have been delivered to the customer but not paid for in full, have been paid for in full.

B. Until the date of payment the customer will store the goods in such a way that they are clearly the property of EBS.

C. Any resale by the customer of goods in which property has not passed to the customer shall (as between EBS and the customer only) be made by the customer as agent for EBS.

D. Goods shall be deemed sold or used in the order delivered to the customer.

E. At any time before title to the goods passes to the customer (whether or not any payment to EBS is then overdue or the customer is otherwise in breach of any obligation to EBS), EBS may (without prejudice to any other of its rights):

(I) retake possession of all or any part of the goods and enter any premises for that purpose (or authorise others to do so) which the customer authorises;

(II) require delivery up to it of all or any part of the goods.

F. EBS may at any time appropriate sums received from the customer, as it thinks fit notwithstanding any purported appropriation by the customer.

G. Each clause and sub-clause of this clause 6 is separate, severable, and distinct and, accordingly, in the event of any of them being for any reason whatever unenforceable according to its items, the others shall remain in full force and effect.

7. TEST AND INSPECTION

A. Unless otherwise agreed, at the customer’s expense all testing and inspection specified by the customer or implied by the order or customary to EBS’s practice shall be at EBS’s works and shall be final. If the customer or his nominated representative has not inspected the goods within 14 days of EBS notifying the customer of readiness for inspection, the inspection shall be deemed to be satisfactory.

B. Weights, chemical composition and analysis will so far as possible be adhered to but reasonable excesses and deficiencies thereof shall be accepted by the customer who shall not be entitled to reject any goods or to require replacement of any goods on the ground that they are not precisely as specified.

8. HEALTH AND SAFETY

The customer agrees to pay due regard to any information or any revised information whenever supplied by EBS (and is deemed to have been given adequate information and to have read and understood it) relating to the use for which the goods are designed or have been tested or concerning conditions necessary to ensure that they will be safe and without risk to health always when they are being set, used, cleaned or maintained by any person at work or when they are being dismantled or disposed of, and the customer undertakes to take such steps as may be specified by the above information to ensure that as far as reasonably practicable the goods will be safe and without risk to health at all times as mentioned above. For these purposes the customer is deemed to have been given a reasonable opportunity to test and examine the goods before delivery.

9. WARRANTIES AND SPECIFICATIONS

A. Whilst EBS will endeavour to execute orders in accordance therewith, all conditions, guarantees or warranties including guarantees or warranties as to quality or description of the goods or their life or wear or their use under any conditions whether known or made known to EBS or not and whether expressed or implied by statute or common law, are hereby excluded to fullest extent permitted by law.

B. All descriptions, specifications, drawings and particulars of weights and dimensions submitted to or by EBS are to be deemed to be approximate only, and descriptions and illustrations in catalogues, price lists, computer software and other advertising matter shall not form any part of the contract.

10. FORCE MAJEURE

A. EBS shall not be liable for failure to comply with any of these conditions if compliance has been delayed, hindered or prevented by either: any circumstances whatsoever outside its control, including but not limited to strikes, other industrial action, riot, war, Government order or restriction, compliance with any order or request of any public authority whether national or local; or by failure whether whole or partial in relation to production or otherwise and in the United Kingdom or elsewhere of any of EBS’s existing or contemplated sources of supply of the raw materials for its process or its means of transportation or the means of transporting the goods to the customer.

B. If, because of an event within sub-clause 10(a), EBS is delayed or hindered or prevented from delivering the full quantity of goods processed hereunder or maintaining in full its supplies to third parties, then EBS may give written notice to the customer to withhold, reduce or suspend deliveries hereunder to such an extent as shall be fair and reasonable but EBS shall be under no obligation to apportion deliveries pro-rata or otherwise, EBS’s notice shall specify the event relied upon and its estimated effect on EBS’s ability to fulfil its obligations under these conditions together with estimates of the duration of the delay or reduction and the date of its commencement. On receipt of EBS’s notice pursuant to this sub-clause the customer may make alternative arrangements for the supply of goods previously ordered with EBS and EBS shall not be liable to the customer for any cost, expense, or loss of whatsoever nature and howsoever caused to the customer.

11. INDEMNITY

The customer agrees upon demand to indemnify EBS against all losses, damages, injury, costs and expenses of whatever nature suffered by EBS to the extent that the same are caused by or relate to:

A. designs, drawings or specifications given to EBS by the customer in respect of the goods;

B. defective materials or products supplied by the customer to EBS and incorporated by EBS in the goods; or

C. the improper incorporation, assembly, use, processing, storage, or handling of goods by the customer.

12. CANCELLATION

A. If the customer enters into a deed of arrangement or commits an act of bankruptcy or compounds with his creditors or if a receiving order is made against him or (being a company) it shall pass a resolution or the Court shall make an order that the customer shall be wound up (otherwise than for the purposes of amalgamation or reconstruction) or if a receiver (including an administrative receiver) shall be appointed of any of the assets or undertaking of the customer or if the customer suffers the appointment or the presentation of a petition for the appointment of an administrator or if circumstances shall arise which entitle the Court or a creditor to appoint a receiver (including an administrative receiver) or a manager or which entitle the Court to make a winding-up order or if the customer takes or suffers any similar action in consequence of debt or if the financial responsibility of the customer shall, in the opinion of EBS become impaired or if the customer shall commit any breach of any part of the contract EBS may without prejudice to its rights and remedies under these conditions stop all goods in transit and suspend further deliveries and by notice to the customer may terminate the contract immediately.

B. Where EBS has notified its acceptance of the customer’s order and the customer subsequently cancels or postpones its order or otherwise terminates any implied agreement with EBS or where EBS has invoked Clause 15(A), the customer shall compensate EBS to the extent of any costs or charges incurred by EBS by reason of the cancellation or postponement together with all costs incurred by EBS up to the date of cancellation. Should EBS subsequently dispose of any goods that have incurred such charges then the customer shall be credited with the amount received (less expenses) subject to such amount not exceeding the amount of compensation previously paid pursuant to this clause.

13. PROPER LAW

The contract (and any proceedings whereby one party might be entitled to join the other as a third party) shall be governed by and construed in all respects in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English courts.