Terms and Conditions of Sale

Stahlwille Tools Limited

These Conditions contain a provision excluding liability.

1. Applicability

1.1 These Conditions only shall apply to any order between STAHLWILLE Tools Ltd as Suppliers (referred to hereinhafter as STAHLWILLE) and any customer and the specific terms of any order as to the identity of customer, quantities, prices and dates for delivery and these Conditions shall constitute the whole of the contract between STAHLWILLE and such customer.

1.2 No variation of the contract shall bind STAHLWILLE unless authorised in writing by a Director or other duly authorised officer of STAHLWILLE.

1.3 STAHLWILLE shall not be liable for any oral advice, recommendation or proposal given by STAHLWILLE employees or agents to the Buyer concerning the Goods unless confirmed in writing by STAHLWILLE.

2. Orders & Specifications

2.1 The Buyer is responsible for ensuring the accuracy of the Buyer’s order.

2.2 STAHLWILLE reserves the right to refuse to accept any order with a net value of less than £ 10.00 excluding VAT.

2.3 STAHLWILLE reserves the right to make changes in the specification of the Goods where these are necessary to conform with any applicable safety or other statutory requirements or where technical or design improvements have rendered such changes desirable provided that such changes do not materially affect the quality and performance of the Goods. STAHLWILLE reserves the right to supply Goods of equivalent value and purpose to Goods specified in the current catalogue. Such right shall extend to the minor variation of Goods illustrated in the catalogue.

2.4 Cancellation by the Buyer will only be accepted on terms that the Buyer will indemnify STAHLWILLE against all loss thus incurred by STAHLWILLE.

2.5 If STAHLWILLE shall be unable to fulfil all of its orders at any time due to shortage of materials or any causes under Clause 7.5 of these Conditions, it shall at its entire discretion be entitled to allocate such supplies as are available to it to such of its customers and in such proportions as it deems fit, without any duty to any customer to allocate rateably.

2.6 Goods that are correctly supplied against an order will not be accepted for return unless there has been a previous agreement confirmed in writing with a Director of STAHLWILLE.

2.7 In no circumstances will STAHLWILLE accept the return of goods defaced or other-wise damaged in any way.

3. Price

3.1 The prices ruling will either be STAHLWILLE quoted price or where no price has been quoted, the price listed in the STAHLWILLE price list current at the date of delivery. This applies to any back order.

3.2 STAHLWILLE reserves the right to increase the price for any Goods sold hereby pro-portionately to the increase in price to STAHLWILLE of any components of or any govern-mental or local impositions on such Goods.

3.3 STAHLWILLE price list is subject to alteration by STAHLWILLE from time to time without notice to its customers and in its absolute discretion.

3.4 All prices are exclusive of VAT and/or Customs or Excise charges or duty levyable on the sale by STAHLWILLE of the Goods, all of whitch shall be borne by the Buyer.

4. Terms of Payment

4.1 Accounts must be paid not later than the end of the calendar month following the month in which the invoice is dated.

4.2 An interest charge of 3% over base rate from such due payment date in 4.1 above until the date payment is actually made will be raised on outstanding amounts.

4.3 Dates for payment are to the essence and the Buyer’s failure to pay on the due date shall entitle STAHLWILLE to withhold further deliveries and immediately to require payment for all deliveries as yet unpaid, whether under this or any other contract.

5. Delivery

5.1 Each delivery shall be deemed to be a separate contract and the Buyer shall not be entitled to withhold payment for any delivery or repudiate the whole or part of the Contract because of STAHLWILLE default in any other delivery.

5.2 If the Buyer requests STAHLWILLE to hold back Goods already due for delivery until a later date. STAHLWILLE shall have the right to make a storage charge entirely at STAHLWILLE discretion at an appropriate commercial rate.

5.3 STAHLWILLE will make a charge for carriage, including requests for delivery by Overnight service or STAHLWILLE appointed Carrier, unless by special arrangements between STAHLWILLE and the Buyer.

5.4 Unless the Buyer notifies the Carrier within one working day of delivery and STAHLWILLE within five working days of delivery of any discrepancies in number or contents of articles or packages delivered. STAHLWILLE will not be liable for such discrepancies.

5.5 Delivery dates are approximate only and STAHLWILLE shall not be liable for delay. Time for delivery will not be of the essence unless so agreed in writing.

6. Risk and property

6.1 Notwithstanding delivery the property in the Goods shall not pass to the Buyer until the Buyer has paid in full the price of the Goods

6.2 Furthermore the property in the Goods shall not pass to the Buyer unless and until the full price of any other delivered goods the subject of any other business transaction between the Buyer and the Seller has been paid. Such price and the price of the Goods shall hereinafter together be called “the value” and shall where the context so permits include in addition thereto any costs of repossession incurred pursuant to clause 6.3.4 below.

6.3 Until the value has been received by the Seller the Buyer will hold the Goods as bailee on behalf of the Seller and the Buyer hereby acknowledges that there shall accordingly subsist a fiduciary relationship in respect of the Goods between the Buyer and the Seller. Subject thereto:

6.3.1 The Buyer will store the Goods on its premises separately from its own goods or those of any other person in such a way that they can be readily identified as the Goods of the Seller;

6.3.2 Until payment as aforesaid the Buyer will take all necessary measures for the protection of the Goods including the insurance thereof against all usual risks with an insurance company approved by the Seller for the full replacement value of the Goods. The Buyer will procure that the interest of the Seller is noted upon any policy of insurance effected pursuant hereto and that a copy of the same is supplied to the Seller on the creation thereof;

6.3.3 The Buyer is authorised by the Seller to agree to sell on the Goods at a price which shall nevertheless be no less than the purchase price of the Goods hereunder subject to the express condition that the entire proceeds thereof are held in trust for the Seller and are not mingled with other monies or paid into any overdrawn bank account and shall be at all times identifiable as the Seller’s money. The Buyer shall keep records (to be produced to the Seller whenever required) of the name and address of any such sub-purchaser and the date and contract price of each delivery and shall if the Seller so requires in writing assign such claims as the Buyer has against such sub-purchasers as emanate from this transaction;

6.3.4 The Sellers may, at any time if payment is overdue in whole or in part without prejudice to any other right arising pursuant to or consequent upon this Agreement, for the purpose of recovery of the Goods, enter upon any premises where the Goods are stored or where they are reasonably thought to be stored any may repossess the same. All costs and expenses reasonably incurred by the Seller in connection with such recovery shall be paid be ty Buyer;

6.3.5 It is declare for the avoidance of doubt without prejudice to the generality of the foregoing that the Seller may recover the Goods and payment shall become due if:

(a) The Buyer does or fails to do anything which would entitle an Administrator or an Administrative Receiver to take possession of any of its assets or which would entitle any person to present a petition to wind up the Buyer; and/or

(b) The Buyer passes any resolution to wind itself up or publishes a notice convening a meeting of its creditors pursuant to section 98 of the Insolvency Act 1986 or any statutory modification or replacement thereof; and/or

(c) The Buyer if an individual has a Bankruptcy Order made against it or enters into any arrangement for the benefit of his creditors generally.

6.4.1 The Buyer may admix the Goods with other property not belonging to the Seller. However if the Goods the property of the Seller are admixed with goods the property of the Buyer or are processed with or incorporated therein the product thereof shall become and/or shall be deemed to be the sole and exclusive property of the Seller. If the Goods the property of the Seller are admixed with goods the property of any person other than the Buyer or reprocessed with or incorporated therein the product thereof shall become or shall be deemed to be owned in common with that other person.

6.4.2 The provisions of clause 6.3.3 hereof shall apply mutatis mutandis to the proceeds of sale of any product referred to in clause 6.4.1.

6.5 Risk passes on delivery. Delivery shall be deemed to have taken place when the Goods leave STAHLWILLE or STAHLWILLE’s agent’s factory or other premises.

7. Warranties & Liabilities

7.1 All STAHLWILLE Branded Goods are guaranteed against faulty workmanship and detective Goods will be replaced provided they have been used for the purpose for which they were designed. STAHLWILLE decision in any such matter will be binding.

7.2 STAHLWILLE shall not be liable for any use to which the Goods are put other than the use for which the same were manufactured.

7.3 If the Buyer notifies STAHLWILLE of a valid defect STAHLWILLE liability shall be limited (at STAHLWILLE sole discretion) to the replacement of the Goods or the refund of the price paid.

7.4 Save as expressly provided in there Conditions or in respect of death or personal injury caused by negligence, STAHLWILLE shall not be liable to the Buyer for any consequential loss or damage arising out of the supply of the Goods or their use or resale by the Buyer.

7.5 STAHLWILLE shall not be liable to the Buyer for any consequential loss in the delay or failure in performance of STAHLWILLE.

8. Insolvency of the Buyer

8.1 STAHLWILLE shall have the right forthwith to determine any contract (without to any other right or claim it may possess or wish to make including the right to recover Goods under clause 6 above) in any of the following events:

(a) any breach or default by the Buyer in respect of the Buyers obligations under the contract,

(b) if the Buyer has a Bankruptcy Order made against it or enters into any arrangement for the benefit of its creditors generally.

(c) if the Buyer ceases or threatens to cease to carry on business.

(d) if the Buyer shall have any execution or distress levied upon any of the goods or its property.

(e) if any resulution or petition to wind up the Buyer shall be passed or presented, or if an Administrator or Administrative Receiver is appointed over all or any part of the Company’s undertaking property or assets.

8.2 The provisions of 8.1 above shall also apply where STAHLWILLE reasonably believes that any of the events mentioned in clause 8.1 are about to occur so notifies the Buyer.

9. General

9.1 Each of these Conditions is severable and no one clause or sub-paragraph shall be invalidated by or because of any other clause or sub-paragraph

9.2 Any notice to be given in accordance with these conditions shall be deemed properly served 48 hours after date of posting by first class post if sent to STAHLWILLE Tools Limited – Registered Office or such address as it shall from time to time notify to it customers if sent to them at the address shown on their order.

9.3 This Contract shall be interpreted in accordance with the Law of England and the parties hereby submit to jurisdiction of the Courts of England.

9.4 Where the Goods are supplied for export from the United Kingdom the Buyer shall (notwithstanding any other provisions of these Conditions) be responsible for complying with any legislation or regulations governing the import of the Goods into the Country of destination and for payment of any duties on them.