1. INTERPRETATION
In these Terms Conditions of Sale ("Condition")
(i)  “Company” means HEAP AND PARTNERS LIMITED whose registered office is at Canada Works, Corporation Road, Wirral CH41 8FA.
(ii)  “Delivery Address" shall be the address described on the Company’s invoice”;
(iii) “Goods” means the goods described on the Company’s invoice or any part thereof;
(iv)  “Purchaser” means the purchaser shown on the Company’s invoice.

2. FORMATION OF CONTRACTS
(a) All contracts of sale made by the Company shall be deemed to incorporate these Conditions. No variation of or addition to these Conditions shall form part of any contract made by the Company unless in writing and signed by a Director or other authorised officer. All quotations or estimates given by the Company shall be invitations to treat only and shall not constitute offers capable of acceptance by the Purchaser. Unless otherwise specifically incorporated the Company's price lists, catalogues, brochures or other advertising material shall not form part of any contract made by the Company.
(b) These Conditions shall override and take the place of any other conditions in any document or other communication used by the Purchaser in concluding any contract with the Company. All quotations issued by the Company are invitations to the Purchaser to make an offer only within 30 days of the quotation date (save where the quotation is previously withdrawn or amended by the Company or where the Company allows an extension. of this period in writing) and no contract shall come into effect until the Purchaser's order has been accepted in writing by the Company. Quotations and acceptances are only valid if signed by a Director or other authorised officer. Each accepted order shall be a separate contract.
(c) In the event that no quotation or written acceptance of an order is given by the Company and the Company shall have received an order from the Purchaser, provided that the Purchaser shall have notice of these Conditions, any contract of sale between the Company and Such Purchaser shall be deemed to incorporate these Conditions.
(d) These Conditions embody the entire understanding of the Company and the Purchaser relating to the Purchaser's order and, save where otherwise provided herein, override and supersede all prior promises, representations, understandings or implications relating thereto.

3. PRICE
(a) The price payable for Goods shall, unless otherwise stated by the Company in writing and agreed on its behalf, be the list price of the Company current at the date of the Company's acknowledgement of order and, in the case of an order for delivery by instalments, the price payable for each instalment shall be the list price of the Company current at the date of despatch of such instalment unless otherwise expressly stated to be firm for a period.
(b) Unless otherwise expressly stated to be firm for a period the Company's prices are subject to variation to take account of variations in wages, materials or other costs since the date of the order. The Company accordingly reserves the right to adjust the invoice price by the amount of any increase or decrease in such costs after the price is quoted and the invoice so adjusted shall be payable if it were the original contract price.
(c) All prices are exclusive of Value Added Tax and this will be charged at the appropriate rate.

4. TERMS OF PAYMENT
(a) Unless otherwise agreed by the Company in writing, payment shall be due in cash no later than 30 days after the date of the invoice save that payment shall become due in any event forthwith upon occurrence of any of the event, referred to in Conditions 15 hereof.
(b) We may deliver goods by separate instalments.  Each separate instalment shall be invoiced and paid for in accordance with the provisions of the applicable order.  Each instalment delivery will be a separate contract and no cancellation or termination by either party of any one contract relating to an instalment will entitle you to repudiate or cancel any other contract or instalment. Each invoice raised by us to you will be payable in full, without deduction or set off, in accordance with our standard payment terms.  You agree that you will not be entitled to set off any claim against an invoice:-
•           unless you have notified us in writing within 14 days of delivery of any defect or shortage in the goods delivered;
•           any claim arising out of the supply of goods under a contract other than that which gave rise to the debt forming the subject matter of the invoice.
(c) If upon the terms applicable to any order the price shall be payable by instalments or if the Buyer has agreed to take specified quantities of Goods at specified times a default by the Buyer of the Payment of any due instalment or the failure to give delivery instructions in respect of any quantity of Goods outstanding shall cause the whole of the balance of the price to become due forthwith.
(d) The Company reserves the right to require a deposit in respect of pallets, stillages and other re-usable items of packaging with which Goods are delivered. All such items remain the property of the Company at all times, but the Buyer shall be fully responsible for them whilst in his possession or control. Any deposit taken shall be refunded when such items are returned in good condition to the Company.
(e) The price of the Goods shall be due in full to the Company in accordance with the terms of the contract and the Buyer shall not be entitled to exercise one-off lien or any other similar right or claim.
(f) The time of payment shall be of the essence of the contract.
Without prejudice to any other rights it may have the Company is entitled to charge interest at 2% above the then Current Base Rate of Midland Bank PLC on overdue payments of the price of the Goods or the price of any instalments.

5. DESPATCH AND DELIVERY
(a) Whilst the Company will use all reasonable endeavours to keep any stated despatch or delivery dates, these are to be treated as estimates only and the Company accepts no liability whatsoever for any loss or damage resulting from any delay howsoever caused. The Company shall give the Purchaser such reasonable notice, as it is able if any such dates are likely to be altered.
(b) Unless otherwise agreed in writing delivery shall be at the Delivery Address. The Company will notify the Purchaser when the Goods are ready for collection and the Purchaser shall take delivery within 14 days of such notice failing which the Company may (at the Purchaser’s sole expense) either remove the Goods from its premises and cause them to be stored by a third party, or itself store the Goods. The Purchaser shall forthwith on demand pay to the Company the amount of all charges incurred by the Company to such third party or the
(c) Company's standard storage charges at the rates from time to time prevailing together with all costs, charges and expenses properly incurred by the Company in relation to the Goods. The Company may at its sole discretion make delivery in instalments and notice the Purchaser accordingly.
The Purchaser shall provide a person at the Delivery Address duly authorised by the Purchaser to take receipt of the Goods. Any acknowledgement of receipt of the Goods which is or purports to be given by or an behalf of the Purchaser shall be conclusive evidence as between the Company and the Purchaser that
(i) There was no shortage in the quantity of Goods received by the Purchaser which would have been apparent from Inspection of the Goods at the time of receipt; and
(ii) The Goods were then apparently in good condition.
(d)If for any reason whatsoever the Company or any courier shall be unable to hand over the Goods to the Purchaser at the Delivery Address or otherwise in accordance with the Purchaser's delivery instructions any storage, handling, demurrage or additional freight, insurance or other costs or expenses incurred by or on behalf of the Company shall be for the account of the Purchaser and will be invoiced to and shall be payable by the Purchaser at the same time as the invoice for the Goods in respect of which they were incurred.
(e) Deliveries may be wholly or partially suspended and the period of such suspension added to the original delivery date in the event of a delay or interruption of work at the Company's premises as a result of any event described in condition 13, whereupon the Company may on notice to the Purchaser make partial delivery only and or determine the contract without prejudice to its rights accrued in respect of deliveries already made. The Purchaser may not return any Goods, cancel any orders or contracts or suspend any delivery without the Company's prior may written consent. Any such consent shall be at the sole discretion of the Company and the Purchaser shall indemnify the Company against all loss suffered as a result of any such return, cancellation or suspension. Any return of Goods shall be at the Purchaser's spin risk and expense and acceptance by the Company of any such return, shall not be deemed to be evidence of any agreement to cancel an order nor any admission of any defect n the Goods.
(f) If the Goods are not delivered or upon delivery are found to be short the Company shall net in any event be liable unless the Purchaser gives written notice to the Company within 7 days of the date of delivery or in the case of run delivery within 14 days of the expected date of delivery.
6. PASSING OF TITLE
(a) From the time of delivery the Goods shall be at the risk of the Buyer who shall be solely responsible for their custody and maintenance but, unless otherwise expressly agreed in writing, the Goods shall remain the property of the Company until all payments under the contract have been made in full and unconditionally. Whilst the ownership of the Company continues the Buyer shall keep the Goods separate and identifiable from all other goods in its possession as Bailee of the Company.
In the event of any resale by the Buyer of the Goods the beneficial entitlement of the Company shall attach to the
(b) proceeds of sale Or other disposition thereof so that such proceeds or any claims there shall be assigned to the Company and until and subject to such assignment shall be held on trust in a separate identified account for the Company by the Buyer who will stand in a strictly fiduciary capacity in respect thereof. In the event of failure to pay the price in accordance with the contract flee Company shall have Power to re-sell the
(c) Goods such power being additional to (and not in substitution for) any other power of sale arising by operation of law or implication or otherwise and for such purpose the Company and its servants and agents may forthwith enter upon any premises or land occupied or owned by the Buyer to remove the Goods.

7. RISK
(a) Risk of loss, destruction, damage or determination to the Goods howsoever caused, shall pass to the Purchaser;-
(i) where the Company agrees to make deliveries elsewhere than attire Company's place of manufacture, when the Goods (or any of them) are loaded in or on to the vehicle of the Company or any courier at the Company's "place of manufacture for transport to such agreed place of delivery or where delivery or is to be made at the Company's place of manufacture, when the Goods (or any of them) are loaded in or on to the vehicle of the Company or any courier at the Company’s place of manufacture for transport to such agreed place of delivery; or
(ii) where delivery is to be made at the Company’s place of manufacture, on the loading of the Goods (or any of them) in or onto a vehicle for transport away from such place of manufacture either on collection by the Purchaser or his agent or by the Company or its agents on removal to a place of storage pursuant to Condition 5(b)
(b The Purchaser shall keep the Goods fully insured in their full replacement value against all risk prudently insured against throughout the period between the risk therein passing to the Purchaser and the property therein ceasing to remain with the Company.
(c) In cases where the Company concludes the contract of carriage and/or arranges for the insurance of the Goods for transit the Company shall be deemed to be acting solely as agent of the Purchaser and Section 32 (2) and (3) of Sale of Goods Act. 1979 shall not be applicable.

8. SPECIFICATIONS, DESCRIPTIONS AND DRAWINGS
(a) All descriptions and drawings Of Goods are approximate only being intended ±e serve merely as a guide and accordingly the Company shall not reliable for the accuracy.
(b) Upon the Purchaser's request the Company will supply one copy of a standard general arrangement drawing in respect of each separate item of Goods ordered but the Company reserves the right to make a charge for such drawings and will in any event invoice the Purchaser at its current charges for the time being for any additional copies of such drawings or for any adaptations of standard drawings or drawings made to the Purchaser's order.
The Company will also supply, at the Purchaser's request and expense, parts lists and maintenance and operating instructions and manuals in respect of any Goods purchased.

(c) All drawings prepared by the Company and the copyright therein shall remain the property of the Company and shall be returned to it by the Purchaser on demand provided that the Purchaser shall not be obliged to return copies of drawings in respect of which it has made a separate payment. All drawings shall be treated as confidential and shall not be copied or reproduced or disclosed to any third party without the prior written consent of the Company.
(d) All specifications supplied by the Purchaser shall be given within the period stipulated by the Company in Order to enable the Company to complete delivery by the specified delivery date. The Company will endeavour to comply with any subsequent request for an alteration to any such specification but shall not be obliged to do so and may require an additional payment in respect of any agreed alteration. The Company may make reasonable changes to such specification provided that the Goods are not thereby rendered less suitable for their specified purpose. The Company shall have no responsibility for errors in proofs previously approved by the Purchaser. The Purchaser warrants that any such specifications shall not cause the Company to infringe any letters patent, registered design, copyright or trade mark in complying with the order and shall fully indemnify the Company against all losses, costs or claims as a result of a breach of such warranty
(e) All information contained in any catalogues, price lists, advertisements or other publicity material of the Company must be regarded as approximate only and any weights, measurements, capacities, properties, colours and other particulars of Goods, processes, equipment or materials are offered by the Company in good faith as being approximately correct at the time of printing but no responsibility can be accepted for their accuracy.

9. PATENTS
Where any claim is made or threatened against the Purchaser by a third party on the grounds that by virtue or rights to which he lays claim (whether under letters patent; registered design or trade mark; copyright or any other similar right or claim including rights arising from the disclosure under cover of confidence embracing features of the Goods or the means or process of their manufacture or production) he is entitled to prevent or interfere with the free use and disposal of the Goods by the Purchaser the Company shall indemnify the Purchaser in respect of any such claim provided that the Company's liability under such indemnity shall be limited to damages and costs awarded by a court of complement jurisdiction in proceedings or negotiations conducted in accordance with the wishes of the Company or such sum as may be paid in compromise of such proceedings with the written consent of the Company end shall be further conditional upon:
(i) the Company having been promptly notified in writing of the claim or threat and no admission shall have been made by the Purchaser such as would prejudice the defence of any such claim or threat: and
(ii) the Goods shall have been designed by the Company.

10. TESTING AND INSPECTION
(a) At the Purchaser's request the Company will carry out special testing in relation to the Goods prior to delivery. Save where otherwise agreed these tests will be made at the Company's place of manufacture and the Purchaser will be given a reasonable opportunity of attending such tests. The Company reserves the right to make a reasonable charge for carrying out such special tests and for the attendance of the Purchaser's representatives thereat.
(b) Save where otherwise agreed, the Purchaser shall not be entitled to inspect the Goods prior to delivery but where it is so agreed, the Company shall provide a reasonable opportunity to the Purchaser to do so.
(c) If the Purchaser shall fail to attend and witness any special tests or carry out any agreed inspection within 14 days of the Company's notification that the Goods are available for testing and/or inspection it shall be deemed that the special arrangements are no longer required and the Goods will be prepared for delivery or despatch forthwith and no further opportunity for testing or inspection prier to delivery shall be allowed to the Purchaser.

11. GENERAL LIABILITIES
(a) The Company hereby warrants that all Goods supplied are of normal commercial quality and, where appropriate correspond to any agreed specification PROVIDED THAT (and subject as provided in (b) below) the Company's liability hereunder shall be limited to (at its sole discretion)
(i) Making good without charge by repair; or
(ii) replacing any Goods which the Company is satisfied are in breach of such warranty; or
(iii) Repossessing any such Goods and refunding the appropriate portion of the purchase price therefore. PROVIDED FURTHER THAT performance at any of (i) (ii) and (iii) above shall be a complete discharge of the Company's liability under this warranty. No breach shall entitle the Purchaser to cancel or refuse delivery of any other Goods.
(b) The Company's obligations under (a) above are conditional upon the Purchaser
(i) giving notice within 7 days of all defects which have been or ought with reasonable diligence to have been ascertained at delivery and in the case of defects which were not reasonably ascertainable at delivery within 7 days of the same becoming apparent;
(ii) Affording the Company reasonable opportunity to inspect the Goods; and
(iii) making no further use of the Goods after discovery of the defect.
(c) The warranty contained in (a) above is given in lieu of and shall be deemed to exclude all other representations, warranties and conditions whether express or implied and whether arising by common law statute or otherwise as to the state, quality, performance, fitness of the Goods for any or any particular purpose, or their correspondence with description of sample other than relating to title to the Goods.
(d) Save for liability for death or bodily injury resulting from negligence, the Company shall not be liable for any loss, injury or damage of any nature whatsoever, whether direct or consequential, arising out of or in connection with any Goods supplied. The total liability of the Company on any claim or demand (including all tests and expenses connection therewith) whether in contract, tort (including negligence) or otherwise arising out of or connected with or resulting from the manufacture, sale, delivery, modification, replacement or use of the Goods or the non-performance by the Company of any of its obligations hereunder shall not exceed the invoice price of its-Goods (excluding value added tax, insurance, storage, demurrage and packaging).
(e) The complete or partial invalidity or unenforceability of any provision hereof shall in no way affect tire validity or enforceability of such provision for any other purpose or the remaining provisions hereof.
(f) The price at which the Company agrees to supply the Goods is based in the warranties given and accepted hereunder, the cost of manufacture of the Goods the cost of insurance and the exclusion and restrictions of liability imposed. Should the Purchaser require any variations in such warranties or the exclusions and restrictions of liability, the Company is prepared to negotiate a different price for the supply of the Goods.
(g) That the claim is within 12 months of the Goods being supplied.

12. MISUSE OF GOODS
The Company shall have no liability for, and the Purchaser shall keep the Company indemnified against any loss, liability expense arising directly or indirectly from:-
(i) Use of the Goods other than in strict accordance with the Company's operating instructions; or
(ii) any defect in the Goods which is attributable wholly or partly to any drawings or specifications supplied or approved by the Purchaser, to any materials supplied by the Purchaser or to any bought in components or parts specified by the Purchaser; or
(iii) Repairing or attempting to repair or modify the Goods (or replace any part off the same) using parts or additional components not manufactured or supplied by the Company.    

13. FORCE MAJEURE
The Company shall not be liable for any loss or damage caused by delay in the performance or non-performance of any of its obligations under the contract where the same is occasioned or adversely by any cause whatsoever that is beyond the Company's control including but not limited to act of war, act of God, strike, lock-up, sit-in, trade dispute (whether involving its own employees or those of any other person), flood, fire, accident or breakdown to plant or machinery, civil disturbance, requisitioning, governmental prohibitions or enactment or any kind import or export regulations, shortages of any material or labour or any other cause whatsoever beyond the Company's control. Should any such event occur the Company may cancel or suspend the order or deliveries without incurring any liability for any loss or damage.
14. ASSIGNMENT
The Purchaser shall not assign any contract or any rights hereunder in whole or in part without the prior written consent of the Company.
15. DEFAULT
(a) The Company may by notice in writing to the Purchaser terminate any contract forthwith if:-
(i) the Purchaser shall commit any breach of any of the terms (including without limitation terms concerning payment of the purchase price) of that or any other contract with the Company and on its part to be observed or performed PROVIDED that if such breach is remediable that the Company has pre previously given to the Purchaser notice thereof and the same has not remedied within 7 days thereafter.
(ii) The Purchaser compounds with or negotiates far any composition with its creditors generally or permits any judgement against it to remain unsatisfied for seven days;
(iii) being an individual the Purchaser shall die or have a receiving order made against him or commit any act of bankruptcy; or
(iv) being a company the Purchaser shall call any meeting of its creditors or have a receiver of all or any of its assets appointed or enter into any liquidation.
(b)In the event of any such termination:-
(i) the Purchaser shall forthwith upon demand deliver to the Company any Goods or other property including drawings) which are in the possession or control of the Purchaser and the property in which with tile Company and in default thereof the Company shall be entitled to repossess the same and for such purpose to enter into and upon the premises of the Purchaser with or without notice without being liable , for any damage caused thereby and the Purchaser shall indemnify the Company from and against any liability to any third party in respect of any such damage and from against all actions, proceedings, claims, demands, costs, damages and expenses howsoever arising; and
(ii) the Company shall be entitled by notice in writing to the Purchaser to declare (and there shall forthwith become) immediately due and payable any amounts outstanding form the Purchaser to the Company under that or any other contract and all such amounts shall bear interest at the rate set out in Condition 4(b) above calculated from the date of the notice until actual payment (as well after as before any judgement).
(c) The provisions of (a) and (b) above and the exercise by the Company of its rights thereunder are without prejudice to any other rights of the Company and without prejudice to the generality of the foregoing; the Company shall have a general lieu over all goods of the Purchaser there in the possession or under the control of the Company for the unpaid price of any Goods sold and delivered by the Company to the Purchaser hereunder or otherwise.

16. GOVERNING LAW AND JURISDICTION
All contracts of sale incorporating these Conditions shall he governed by and construct in accordance with English Law and the Purchaser hereby agrees to submit to the non-exclusive jurisdiction of the English Courts in respect of all claims, disputes or differences arising out of or in connection with any such contract.

17. HEADINGS
The headings used in these Conditions are for convenience only and shall not affect the construction thereof.

18. CARRIAGE PACKING AND INSURANCE
Carriage, Packing and Insurance will be charged extra except where specifically stated otherwise on our acknowledgement.

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