HFT FORKLIFTS LTD CONDITIONS OF SALE
1 Definitions
1.1 In these Conditions “HFT” shall mean HFT Forklifts Limited
“Customer” shall mean the person who accepts a quotation of HFT for the sale of the Goods or whose order for Goods is accepted by HFT
“Goods” means the goods (including any instalment of the goods or any part of them ) which HFT is to supply in accordance with these conditions
“Contract” means the contract for the purchase and sale of the Goods
1.2 The headings in these Conditions are for convenience only and shall not affect their interpretation
2 Prices and Payment
2.1 The price payable by the Customer shall be the price ruling at the date of despatch of the Goods by HFT to the Customer notwithstanding any other price or prices indicated, estimated or quoted to the Customer and HFT reserves the right to increase the price of the Goods at any time before delivery on giving notice to the Customer
2.2 All prices are given by HFT on an ex works basis and the Customer shall be liable to pay HFT’s charges for transport packaging and insurance. The price is exclusive of any applicable Value Added Tax which the Customer shall in addition pay to HFT
2.3 The Customer shall pay the price of the Goods within 30 days after the date of HFT’s invoice or the date for payment specified therein and HFT shall be entitled to recover the price notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Customer. The time of payment of the price shall be of the essence of the Contract
2.4 If the Customer fails to make payment on the due date then HFT shall be entitled to:
2.4.1 cancel the Contract or suspend any further deliveries to the Customer
2.4.2 appropriate any payment made by the Customer to such of the Goods (or the goods supplied under any other contract between the customer and HFT) as HFT may think fit notwithstanding any purported appropriation by the Customer and
2.4.3 charge the Customer interest both before and after any judgement on the amount unpaid at the rate of 11.5% per annum above Lloyds Bank plc base rate from time to time until payment in full is made prior to the month being treated as a full month for the purpose of calculating interest
3 Orders & Specification
3.1 No orders submitted by the Customer shall be deemed to be accepted by HFT unless and until confirmed in writing by HFT’s authorised representative
3.2 The Customer shall be responsible to HFT for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Customer and for giving HFT any necessary information relating to the Goods within a sufficient time to enable HFT to perform the Contract in accordance with its terms
3.3 The quantity quality and description of and any specification for the Goods shall be those set out in HFT’s quotation if accepted by the Customer or the Customer’s order accepted by HFT
3.4 If the Goods are to be manufactured or any process is to be applied to the Goods by HFT in accordance with a specification submitted by the Customer, the Customer shall indemnify HFT against all loss damages costs and expenses awarded against or incurred by HFT in connection with or paid or agreed to be paid by HFT in settlement of any claim for infringement of any patent copyright design trade mark or other industrial or intellectual property rights of any other person which results from HFT’s use of the Customer’s specification
3.5 HFT reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory or EEC requirements or where the Goods are to be supplied to the Customer’s specification which do not materially affect their quality or performance
3.6 No order which has been accepted by HFT may be cancelled by the Customer except with the agreement in writing of HFT and on terms that the Customer shall indemnify HFT in full against all loss (including loss of profit) costs (including the cost of all labour and materials used) damages charges and expenses incurred by HFT as a result of cancellation
3.7 HFT may cancel the Contract at any time before the Goods are delivered by giving written notice. On giving such notice HFT shall promptly repay to the Customer any sums paid in respect of the price. HFT shall not be liable for any loss or damage whatever arising from such cancellation
4 Risk and Title
4.1 Risk of damage to or loss of the Goods shall pass to the Customer
4 .1.1 in the case of Goods to be delivered at HFT’s premises at the time when HFT notifies the Customer that the Goods are available for collection or
4.1.2 in the case of Goods to be delivered otherwise than at HFT ’ s premises at the time of the delivery or if the Customer wrongfully fails to take delivery of the Goods at the time when HFT has tendered delivery of the Goods
4.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Customer until HFT has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by HFT to the Customer for which payment is then due
4.3 Until such time as the property in the Goods passes to the Customer, the Customer shall hold the Goods as HFT’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as HFT’s property. Until that time the Customer shall be entitled to resell or use the Goods in the ordinary course of its business but shall account to HFT for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the Customer and third parties and, in the case of tangible proceeds, properly stored, protected and insured
4.4 Until such time as the property in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold) HFT shall be entitled at any time to require the Customer to deliver up the Goods to HFT and, if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods
4.5 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of HFT, but if the Customer does so all moneys owing by the Customer to HFT shall (without prejudice to any other right or remedy of HFT) forthwith become due and payable
5 Delivery
5.1 Delivery of the Goods shall be made by HFT delivering the Goods to the Customer’s premises (unless some other place for delivery or collection by the Customer from HFT’s premises is agreed)
5.2 Any dates quoted for delivery of the Goods are approximate only and HFT shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence
5.3 If HFT fails to deliver the Goods for any reason other than any cause beyond J HFT’s reasonable control or the Customer’s fault, and HFT is accordingly liable to the Customer, HFT’s liability shall be limited to the excess (if any) of the cost to the Customer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods
5.4 Where the Goods are to be delivered in instalments each delivery shall constitute a separate contract and failure by HFT to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as a whole as repudiated
6 Information/Health and Safety
HFT will provide to the Customer information as to the proper and safe use of the Goods and the Customer warrants it will at all times obey and comply with HFT’s instructions or other information relating to the use of the Goods
7 Technical Drawing and Copyright
7.1 The specification and design of the Goods (including the copyright design right or other intellectual property in them) shall as between the parties be the property of HFT. Where any designs or specifications have been supplied by the Customer for manufacture by or to the order of HFT the Customer warrants that the use of those designs or specifications for the manufacture processing assembly or supply of the Goods shall not infringe the rights of any third party
7.2 The Customer hereby agrees fully and effectively to indemnify HFT on demand for and against all proceedings, costs, claims, damages and expenses suffered or incurred by HFT arising out of any use of those designs and specifications in breach of copyright of any third party
7.3 All specifications drawings and designs supplied to the Customer by HFT are returnable forthwith upon request and shall not without the previous consent in writing of HFT disclosed or made available to any third party
8 Warranties and liability
8.1 Subject to the conditions set out below HFT warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of six months from delivery
8.2 The above warranty is given by HFT subject to the following conditions:
8.2.1 HFT shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Customer
8.2.2 HFT shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow HFT’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without HFT’s approval or any repair effected with HFT’s approval but using parts not supplied by HFT
8.2.3 HFT shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment or if the Goods have not been used or maintained in accordance with recommendations from HFT
8.3 Subject as expressly provided in these Conditions and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977) all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law
8.4 Any claim by the Customer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Customer) be notified to HFT within 14 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Customer does not notify HFT accordingly, the Customer shall not be entitled to reject the Goods and HFT shall have no liability for such defect or failure, and the Customer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract. Goods rejected by the Customer (for whatever reason) shall be returned to HFT by the Customer carriage paid in their original packaging
8.5 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to HFT in accordance with these Conditions, HFT shall be entitled to replace the Goods (or the part in question) free of charge or, at HFT’s sole discretion, refund to the Customer the price of the Goods (or a proportionate part of the price) but HFT shall have no further liability to the Customer. HFT may at its option and the Customer’s cost effect repairs to or replacement of the Goods if such repair or replacement is (in HFT’s opinion) necessary to remedy any defect caused by the Customer
8.6 Except in respect of death or personal injury caused by HFT’s negligence, HFT shall not be liable to the Customer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of HFT, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Customer except as expressly provided in these Conditions
8.7 Without prejudice to any other limitation or exclusion of liability under these Conditions HFT’s total liability for any one claim or the total of all claims arising from any one act or default of HFT (whether arising from HFT’s negligence or otherwise) shall not exceed the price of the Goods through which the loss or damage arises
8.8 HFT shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of HFT’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond HFT’s reasonable control
9 Insolvency of Customer
9.1 This clause applies if:
9.1.1 the Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
9.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer; or
9.1.3 the Customer ceases, or threatens to cease, to carry on business; or
9.1.4 HFT reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly
9.2 If this clause applies then, without prejudice to any other right or remedy available to HFT, HFT shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Customer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary
10 Export terms
10.1 Where the Goods are supplied for export from the United Kingdom, the provisions of this clause shall (subject to any special terms agreed in writing between the Customer and HFT) apply notwithstanding any other provision of these Conditions
10.2 The Customer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the Country of destination and for the payment of any duties thereon
10.3 Unless otherwise agreed in writing between the Customer and HFT , the Goods shall be delivered fob the air or sea port of shipment and HFT shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979
10.4 The Customer shall be responsible for arranging for testing and inspection of the Goods at HFT premises before shipment. HFT shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit
11 General
11.1 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby
11.2 No waiver by HFT of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision
11.3 The provisions of these Conditions of sale shall be read and construed according to English law and the parties submit to the exclusive jurisdiction of the English Courts
11.4 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice
12 Cancellation
12.1 Cancellation of New Mitsubishi Product after receipt of signed order acknowledgement 100% of the total sales value will be applicable.
12.2 Cancellation of Used Equipment after receipt of signed order acknowledgement 100% of the total sales value will be applicable.
12.3 Cancellation of New Non-Mitsubishi equipment after receipt of signed order acknowledgement 100% of the total sales value will be applicable.
Customer signature............................................................ Date.......................................................................
HFT FORKLIFTS LTD
Terms and Conditions of Business
1. General
1.1 These Conditions shall govern all sales agreed or effected by HFT Forklifts Ltd. (herein
called "the Sellers") m preference to and to the exclusion of any oilier terms or conditions in
any document or other communication (including the Buyer's Order Form) used by the
Buyer in concluding the contract with the Sellers.
1.2 All goods tendered for delivery and/or sale by the Sellers are tendered upon the terms of
these Conditions in preference to and to the exclusion o( all other terms and conditions in
any document or other communications (including the Buyers Order Form) used by the
Buyer in concluding with the Sellers.
1.3 All representations, agreements, terms, warranties and conditions not expressly set out
herein or made by the Sellers in writing (including, inter alia, and relating to the description
quality or fitness for any particular purpose of the goods and whether expressed or implied.
statutory or otherwise) are excluded by these Conditions
1.4 No variation, addition, cancellation, waiver or agreement not to rely upon the whole or part
of these terms and conditions or any contract made by the Sellers shall bind the Sellers
unless made in writing and signed by a director or a duly authorised signatory.
2. Guarantee
2.1 The products or replacement parts shall be subject to the appropriate manufacturers
Warranty, which is given in lieu of and to the exclusion of all other warranties and conditions
whether expressed or implied and whether arising by common law, statute or otherwise
other than relating lo title to the goods and in particular, but without limiting the generality of
the foregoing, the Sellers Shall not be responsible or liable for injury or damage to persons
or property arising out of the use of handling of the products or replacement parts whether
in accordance with the manufacturers instructions or not.
3. Liability
3.1 Without prejudice to clause 1 above, the Sellers shall not in any event whatever be liable for
3.1.1. Any loss of or damage to property or (insofar as such liability may lawfully be
excluded) any death or injury to any person: or
3.1 2 Any loss of profits or increased losses: or
3.1.3 Any form of consequential loss, injury or damage howsoever arising in relation to
any goods sold and/or delivered.
3.2 The complete or partial invalidity or unenforceability of any provision of those Terms and
Conditions of Business for any particular purpose shall in no way affect the validity or
enforceability of such provision for any other purpose or the remaining provisions thereof.
3.3 The Sellers total liability to the Buyer in respect of breach or non-performance of the
Sellers' obligations under the contract or any default, act. omission of statement of the
Sellers, their employees, agents or sub-contractors m connection with or in relation to the
subject matter of the contract and whether arising from contract tort or howsoever and in
respect of which Sellers are legally liable lo the Buyer, including without limitation any
fundamental broach or breach of a fundamental term of the contract, shall not exceed 125
per cent of the contract price of the goods for which the Sellers are liable. This limit shall not
apply to any liability of the Sellers (or death or personal injury to the extent that if results
from the negligence of the Sellers or for any breach of the Sellers or any undertaking as lo
title, quiet possessions and freedom from encumbrance which may be implied by Section
12 of the Sale of Goods Act 1979 This Clause 3 3 shall not confer rights or remedies on
the Buyer to which the Buyer would not otherwise be legally entitled.
4. Specifications and Performance
4.1 Specifications, descriptive matter and illustrations, and weights dimensions and
performance figures indicated in the Sellers Quotation, Acknowledgement of Order from or
in any other communication by the Sellers are approximate only and are further: subject to
modification without notice at any time prior to delivery.
4.2 Insofar as replacement parts are concerned, the Sellers reserve the right to alter or replace,
by one or more parts, any part without prior notice and to discontinue without prior notice
any part, whether of the Sellers manufacture or not, which is no longer available.
4.3 All drawings prepared by the Sellers and the copyright therein shall remain the property of
the Sellers and shall be returned lo it by the Buyer on demand. All such drawings shall be
treated as confidential and shall not be copied or reproduced or disclosed to any third party
without the prior consent of the Sellers.
4.3 The Buyer shall keep the Sellers indemnified against any loss, liability or expense arising
directly or indirectly from use of the goods other than in accordance with the Sellers'
operating instructions.
5. Performance of Orders
5.1 The Buyer shall forthwith supply and continue to supply to the Sellers (insofar as not
already supplied) all instructions, information and documentations to enable the Sellers and
manufacturers to proceed with the order forthwith.
5.2 The Sellers are under no obligation to accept any variation of the Buyer's order but reserve
the right (if they do agree or undertake any such variation) thereafter to charge the quoted
price, of any item added and/or substituted and/or deleted, plus a premium of 5% of such
price (not being less that £250,000)
5.3 In the event of any cancellation of capital equipment once the order acknowledgment has been signed, 100% of the total sales value will be applicable.
6. Price
6.1 The price applicable to any contract shall, unless indicated as firm in the Sellers Quotation,
be based upon the list price ruling at the lime of delivery. Where no list price exists for all or
any part of the goods, the price payable may be altered by the Sellers at any time to take
account of any increase in the cost of purchasing, manufacturing or delivering the goods or
any part thereof occurring at any time prior to delivery.
6.2 Insofar as may be necessary to give effect to clause 6 1 further payments shall be made by
the Buyer prior to delivery.
6.3 The price is exclusive of value added tax, which shall, if appropriate be payable in addition.
7. Payment
7.1 U.K. Sales
7.1.1 Nett cash against invoice prior to delivery, except, in the case of replacement parts
and/or service where an account has been opened with the Sellers, in which case
payment is due on receipt of invoice.
7.2 Overseas Sales
7.2.1 The Buyer shall, at the same time as pricing its order, open in the Sellers' favour an
Irrevocable Letter of Credit, confirmed by a prime London Bank providing for
payment of the contract price against presentation of shipping documents
7.2.2 All Letters of Credits opened under this clause shall1
7.2.2.1 remain valid for 3 months beyond the delivery date quoted:
7.2.2.2 allow part shipment and trans-shipment.
7.2.2.3 allow the Sellers the choice of shipment, ex U.K. of European Port:
7.2.2.4 allow the Sellers the choice of shipping agent and shipping line:
7.2.2.5 insofar as Par! Sales are concerned, allow origins as specified by the Sellers.
7.2.2.6 be free of all charges to the Sellers.
7.3 In the event of any failure by the Buyer to make payment or open a letter of credit as
provided by the earlier sub-paragraphs of this clause, or to extend such a letter of credit
upon expiry if so required by the Sellers, then (without prejudice lo any other rights of the
Sellers) the Buyer shall, without any need for the Sellers to give notice, become liable to
pay the Sellers interest on the amount for the time being unpaid at the rate which is 3 per
cent per annum above the Base Hate from time to time of National Westminster Bank PLC
calculated from the date of due payment until the date of actual payment as well alter as
before any judgement and:
7 3.1 The Sellers shall be entitled lo suspend all or any deliveries to be made under that
or any other contract with the Buyer. In such event the Buyers shall not in any respect
be released from its obligations to the Sellers under that or any such other contracts, or
7 3 2 Instead of suspension m accordance with paragraph 7.3.1 above the Sellers shall
be entitled to terminate the relevant contract or any other contract for the Buyer in
accordance with clause 11 below and to claim damages from the Buyer.
7 4 Where carriage, packing or other charges are stated separately from the price, they will
nevertheless be payable to the Buyer at the same time as if they form part of the price and
shall be treated as such
7.5 Time for payment is of the essence of these Terms and Conditions.
7.6 In the event of any query arising from the Sellers' invoice, the Sellers must be notified in
writing within 7 days of receipt of the invoice, otherwise the Sellers will assume that the
invoice is to be paid in accordance with its terms.
8. Delivery
8.1 Delivery dates or periods are to be understood as reasonable estimates only, such dates or
Periods apply on the basis that the Buyer has supplied the Sellers and continues to supply
the Sellers with sufficient instructions, information and documentation to enable the Seller
and manufacturers to proceed with the order forthwith.
8.2 Whilst the Sellers will use their reasonable endeavours to effect delivery by any delivery date
or within any delivery period stated, they shall not be responsible for any prevention or delay
in relation to the purchase, manufacture or delivery of the goods or any part thereof by
reason of any circumstances beyond the control of the manufacturers' agents or employees.
9. Risk and Ownership
9.1 The goods shall be at the sole risk of the buyer as follows:
9.1.1 U.K. contracts - as soon as they leave the Sellers warehouse, or
9.1.2 Export Contracts - in accordance with the appropriate trade term as defined in incoterms -
and in all cases notwithstanding delivery of the goods or of any documents
representing the goods the property in each item of the goods shall remain with the
Sellers until receipt by the Seller of payment in full for such item,
9.2 The Buyer shall (unless otherwise agreed by the Sellers in writing) ensure that all goods
which are in the possession or control of the buyer but the property in which remains with
the Sellers are stored separately so that they may be readily identified
9.3 The Buyer shall keep the goods fully insured in their full replacement value against all risk
and in good repair and condition between risk and property passing and shall on demand
produce evidence thereof. If the Buyer fails lo insure the Seller may do so on behalf of the
Buyer, who shall reimburse the Seller on demand. Until the full price has been paid the
Buyer shall hold in trust for the Seller the policy and proceeds of insurance.
9.4 The Buyer shall on demand pay the Seller for, and/or indemnify the Seller against all
liabilities in relation to. any storage, handling, insurance or other services provided or used
by the Seller because the Buyer or carrier (ails to accept delivery of the goods when
tendered and the Seller shall have a lien over the goods in respect thereof.
10 Loss or Damage in Transit
10.1 In cases whore the Sellers are obliged to conclude the contract of carriage and/or where
The goods are sent by the Sellers to the Buyer by a route involving sea transit where the
contract does not oblige the Sellers to insure, Sections 32(2) and 32(3) of the Sale of
Goods Act 1979 shall not apply except that the contract between the Sellers and the Buyer
including any appropriate trade term as defined in incoterms that may be incorporated in
The contract, imposes similar obligations on the Sellers.
10.2 If any goods to be delivered elsewhere than at the Sellers' promises are upon delivery
found to be damaged or short the Sellers shall not in any event be liable unless:-
10.2.1 The Buyer gives written notice to the Sellers and 10 the carrier within throe days of
the date of delivery: and
10.2.2 In the case of short or damaged delivery the Buyer gives the Sellers or their
representatives a reasonable opportunity to inspect the goods concerned in the
state and condition and location in which they were delivered.
10.2.3 In the case of loss or non-delivery of the whole of the goods, notice thereof is given
by the Buyer lo the carriers and to the Sellers within twenty eight days of the date of
commencement of transit from the Sellers' works (so far as the Buyers know or
could ascertain the same) or otherwise as soon as possible.
11 Termination and Liquidated Damages
11.1 The Sellers shall be entitled to terminate any contract forthwith if the buyer commits any
breach of the contract whatever or if distress, execution, sequestration or other process is
levied or enforced against the Buyer, its property or assets, or if the Buyer (being an
individual) commits any act of bankruptcy or [being a company) suffers a receiver or
administrator to be appointed over the whole or part of its undertaking or of its assets or any
Order is made or effective resolution is passed lord it’s winding up. Any such termination
being without prejudice to any accrued liabilities of the Buyer to the Sellers and to any claim
against the Buyer for loss or damage as a result of such termination.
11.2 Because of the difficulty of ascertaining the loss or damage that the Sellers may sustain by
reason of any breach of the contract by the Buyer entitling the Sellers to cancel or terminate
the contract The Buyer agrees that a sum equal to:
(D
that portion of the contract price attributable to any non-standard special materials or
attachments which may have been brought in and
(iii) labour charges applicable to that portion of the contract is fixed and agreed upon as
liquidated damages lo be paid by the Buyer to the Seller on such cancellation or
termination.
12. Force Majeure
The Sellers shall be entitled to cancel or suspend any contract without liability for loss or
damage resulting therefrom if performance of its obligations under the contract is any way
adversely affected by reason of any act or occurrence beyond its reasonable control
including without limited the foregoing any lire, accident, failure ot suppliers or
subcontractors, strike, lock out, sit m, labour dispute (official or unofficial), go slow,
breakdown of machinery, not or civil disturbance. Royal demise, statutory enactment or
shortage of power restrictions or working lime, nationalisation or Act of God.
13. Industrial Property
13.1 The Seller shall not be liable for any infringement of any industrial property rights caused by
the goods or their use or sale by the Buyer The Buyer shall forthwith notify the Seller of any
allegation of any such infringement. The Seller may at its own expense conduct any
negotiations or proceedings arising from any such allegation: and the Buyer shall assist
therein.
13.2 The Buyer shall not without the Seller's prior written consent allow any trade marks of the
Seller or other words or marks applied to the goods to be obliterated, obscured or omitted
or to add any additional marks or words.
14. Headings
The headings used in those Terms and Conditions are for convenience only and shall not
affect the construction thereof.
15. Proper Law
All contracts shall be subject to English Law and any claim or dispute arising therefrom
shall be subject to the jurisdiction of and be determined by the English Courts. The Uniform
Law on the international Sale of Goods shall not apply.
