1. The following expressions in these Conditions shall mean respectively:-
“the Company” CLEMENTS LIMITED ““Goods” materials, products and/or services contracted for and/or
supplied by the Company from time to time “the Purchaser” the person, company or body.


2. The Company contracts for the supply of Goods only on these terms,
which shall govern the contract to the exclusion of any other terms including conditions,
warranties and representations whatsoever.


3. Quotations remain valid for 30 days subject to confirmation upon receipt
of order. All verbal orders must be confirmed in writing within 24 hours.


4. Contracts, once accepted, cannot be varied or cancelled except with the
written consent by a director of the Company and unless the Purchase reimburses the Company
for all costs, labour, materials used and ordered and any other charges or expenses incurred.


5. No representation concerning the Goods shall be binding unless confirmed
by the Company in writing.


6. Times stated for delivery are estimates only and time shall not be of the essence.
The Company shall not be liable for any loss or damage whatsoever as a result of any delay.


7. When it is necessary for the Purchaser to supply any containers, packaging labels,
identifications or particulars in respect of the Goods or do any other act to enable the Company to
deliver the Goods, the same must be dealt with within such a time as is necessary to enable the Company
to deliver the Goods.


8. If the Purchaser fails to take delivery of the Goods or to give the Company adequate
delivery instructions, the Company may (without prejudice to any other right or remedy) store the Goods
until delivery and charge the Purchaser for costs of storage; or sell the Goods at the best price readily
obtainable and (after deducting all storage and selling expenses) account to the Purchaser for the excess
or charge the Purchaser for any shortfall below the price under the contract.


9. Payment shall, unless otherwise agreed, be due by the Purchaser within 30 days of
invoice and payment by the due date shall be the essence of the contract.


10. Where the purchaser is overdue with any payment owed to the Company; fails to take
delivery of the Goods; makes default in or commits any breach of its other obligations to the Company
hereunder; becomes insolvent; or ceases or threatens to cease to trade, or if the Company shall reasonably
doubt the solvency of the Purchaser; then (without prejudice to any other right or remedy) the Company
reserves the right to stop performance under any contract and performance by the Company will only
recommence upon payment in full in advance by the Purchaser of the full price under the contract.
The company shall have no liability to the Purchaser as a result nor shall the Purchaser be entitled
to cancel the contract as a result.


11. Without prejudice to any other right which the Company may have, the Company
shall be entitled to exercise a general lien or right of retention on all Goods in the Company’s
possession with regard to all monies due to the Company by the Purchaser and shall be entitled without
notice to sell all or any of such Goods and to defray all costs and expenses incurred.


12 12.1 Risk in the goods shall pass to the Purchaser immediately on delivery
to the Purchaser or into custody on the Purchaser’s behalf, whichever is the sooner.


12.2 Notwithstanding delivery, the Goods shall remain the absolute property
of the Company (which reserves the right to dispose of them) until the Company has received
the full price for the Goods and the full price for any other Goods for which payment is due
from the Purchaser on or before payment of the price of the Goods.


12.3 Until property in the Goods passes to the Purchaser, the relationship
between the Company and the Purchaser shall be that of bailor and bailee and the Purchaser
shall store the Goods in such a way that they are readily identifiable as the property of
the Company.


12.4 If before the property in the Goods passes to the Purchaser:


12.4.1 the goods are altered or other goods become attached
to the Goods or if any part of the Goods is replaced such other goods or replacement
parts shall accede to and form part of the Goods and such attachment and placement
shall not affect the Company’s title as absolute owner of the Goods;


12.4.2 the Goods are sold by the Purchaser, such sale or sales shall
be deemed to be on behalf of the Company, but without imposing any liability on the
Company to the sub-purchaser, and the Purchaser shall hold such part of the proceeds
of sale or rights arising therefrom against the sub-purchaser as represents the sum
due to the Company for such goods as trustee for the Company and the Purchaser shall
keep such part of the proceeds of such sale separate from its other monies and account
to the Company accordingly.


12.5 If payment of the price of the Goods or any part of it is overdue or if it
appears to the Company that the Purchaser is or may be insolvent, the Company may require the
Purchaser to deliver up the Goods to the company and, if the Purchaser fails to do so forthwith,
the Purchaser shall permit the Company to recover and resell the Goods and by its servants or
agents enter upon the Purchaser’s premises (or such other premises where the Goods are stored
or situated) for that purpose.


13. The Company will only accept liability, when delivery is to take place
by the Company’s own couriers and then for:


13.1 damage to the Goods caused in transit if notified to the
Company within three days or receipt;


13.2 non arrival, if the same is notified to the Company within
twenty four hours from the day the Goods were due to arrive.

Where the Company accepts responsibility for this clause, it may, as its sole option, refund, repair,
or replace (as the case may be) those of the Goods which are proved to the Company’s satisfaction
to have been lost or damaged prior to delivery to the Purchaser.


14. The Company shall be relieved of its obligations under any contract to the
extent to which the fulfilment of such obligations is prevented, frustrated or impeded as a consequence
wholly or partially by any cause beyond the Company’s control.


15. The Purchaser shall forthwith indemnify the Company on a full indemnity basis
against all or any liability, cost or expense of whatsoever nature incurred by the Company due to (a)
an alleged or actual infringement of any intellectual property right or otherwise arising out of
Goods manufactured or services provided by the Company to the Purchaser’s order and (b) any additional
expenses incurred as a result of the use of incorrect samples, designs, specifications and/or instructions
given by the Purchaser.


16. The Company shall be entitled to sub-contract all or any of its obligations hereunder.


17. All descriptive and forward specification drawings and other particulars submitted
with the Company’s tender are approximate only. Details on the Company’s price list and other documentation
are intended merely to present a general idea of the Goods described therein and none of these shall form
part of a contract. Drawings and all details thereon are private and confidential to the Company and all
intellectual property in the Goods and the drawings vest in and belong to the Company.


18. Where the Company or its agents are to carry out work on the premises at the direction
of the Purchaser, the Purchaser shall ensure that the premises and all other arrangements affecting the work
or operations are ready by the time scheduled for the Company to enter upon the premises to commence such
work or operations and the Company shall not be responsible for any delay by the Purchaser.


19. Any waiver or forbearance or failure by the Company shall not be construed as a
waiver or relinquishment of the Company’s right to future performance.


20. Any payment made by the Purchaser to the Company shall be made in full without any
set off or deduction therefrom or claim to lien whatsoever.


21. These conditions and any other contract hereunder shall be governed by and construed
under English Law.