Central Spares Limited

STANDARD TERMS AND CONDITIONS OF SALE

1. INTERPRETATION

1.1 In these Conditions the following words have the following meanings

The Catalogue - The Catalogue (in whatever form, whether paper or electronic) in which these conditions are set out.

The Customer - the person(s), firm or company who purchases the Goods from the Company.

The Company - Central Spares Limited whose registered office is at Brook Road, Wimborne Dorset registered (Company Number 4910988).

Consumer – any Customer purchasing Goods other than in the course of business.

Contract - any contract between the Company and the Customer for the sale and purchase of the Goods, incorporating these Conditions.

Delivery Point - the place where delivery of the Goods is to take place under condition 5.

Goods - any goods agreed in the Contract to be supplied to the Customer by the Company (including any part or parts of them).

Net Value - Price due for the Goods excluding carriage and VAT.

Trade – Customers purchasing Goods in the course of business.

VAT – value added tax chargeable under English law for the time being and any similar additional tax.

Website – means www.centralspares.co.uk or such other website domain name as the Company may nominate from time to time.

1.2 In these Conditions references to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced.

1.3 In these Conditions references to the masculine include the feminine and the neuter and to the singular include the plural and vice versa as the context admits or requires.

1.4 The headings in these Conditions will not affect the construction of these Conditions.

2. APPLICATION OF TERMS

2.1 Subject to any variation under condition 2.3 the Contract will be on these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, account application, specification or other document).

2.2 No terms or conditions endorsed upon, delivered with or contained in the Customer's purchase order, confirmation of order, specification or other document will form part of the Contract simply as a result of such document being referred to in the Contract.

2.3 These Conditions apply to all the Company's sales and any variation to these Conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a duly authorised officer of the Company. Nothing in this Condition will exclude or limit the Company's liability for fraudulent misrepresentation.

2.4 Each order for Goods by the Customer from the Company shall be deemed to be an offer by the Customer to purchase Goods subject to these Conditions.

3. ORDERS

3.1 The Company reserves the right to decline to trade with any Customer.

3.2 Written confirmation of telephone or fax orders must be clearly marked 'Confirmation Only'. The Company will not accept liability for orders not so marked and duplicate orders will be charged accordingly.

3.3 Goods priced in multiples cannot be ordered or supplied in smaller quantities.

3.4 Once an order has been accepted by the Company it cannot be cancelled or amended without the prior written agreement of the Company (or as otherwise provided hereunder).

3.5 Orders are accepted by the Company despatching the Goods.

3.6 Customers should provide the full delivery address and contact phone number. Orders will only be despatched to the Customer's invoice address or an official branch address of the Customer's Company (if applicable). Under no circumstances will Goods be delivered to an alternative address.

3.7 Orders are usually processed and ready for despatch within 24 hours of receipt by the Company unless otherwise stated in the Catalogue.

3.8 All export orders will be ex-works.

3.9 Back orders will be cancelled after 90 days unless otherwise notified.

3.10 Orders will attract carriage charges (prices excl VAT) which are listed on the Website.

3.11 The Company reserves the right to alter the carriage charges from time to time and any such changes shall be posted on the Website..

4. DESCRIPTION

4.1 The description of the Goods shall be as set out in the Catalogue.

4.2 All drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Catalogue, any other Company catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They will not form part of this Contract.

5. DELIVERY

5.1 Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery will be within a reasonable time.

5.2 Subject to the other provisions of these Conditions the Company will not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, loss of profits, loss of business, depletion of goodwill and like loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company's negligence), nor will any delay entitle the Customer to terminate or rescind the Contract unless such delay exceeds 60 days.

5.3 If for any reason the Customer will not accept delivery of any of the Goods or the Company is unable to deliver the Goods on time because the Customer has not provided appropriate instructions, documents, licences or authorisations (and the Company has materially complied with these terms and conditions):

5.3.1 risk in the Goods will pass to the Customer (including for loss or damage caused by the Company's negligence);

5.3.2 the Goods will be deemed to have been delivered; and

5.3.3 the Company may store the Goods until delivery whereupon the Customer will be liable for all reasonable related costs and expenses (including, without limitation, storage and insurance).

5.5 The Customer will provide at its expense at the Delivery Point adequate and appropriate equipment and manual labour for accepting delivery of the Goods. The Company will not be held liable for any delay, damage or additional cost that results from the site or facilities being unsuitable or inaccessible or for insufficient labour being available to effect the delivery.

5.6 All Goods with a total weight (including packaging) of up to 30Kg are delivered by 24 hour carrier service (next day)

5.7 Goods weighing in excess of 30Kg may require packing onto a pallet and will be delivered by road transport wherever possible within 3 days.

5.8 Weekend delivery is not available.

6 INSPECTION, DEFECTS AND NON-DELIVERY

6.1 The Customer must inspect the Goods as soon as is reasonably practicable following delivery and subject to the provisions of Condition 14 below the Company shall not be liable for any defect in the Goods unless written notice is given within a reasonable period of time (normally not exceeding 7 days from the date of delivery).

6.2 The quantity of any consignment of Goods as recorded by the Company upon despatch from the Company’s place of business shall be conclusive evidence of the quantity received by the Customer on delivery, unless conclusive evidence is provided to the contrary.

6.3 The Company will not be liable for non-delivery of goods unless written notice is received by the Company within 5 days of the specified date when the Goods should have been delivered.

6.4 Subject to clause 8 below, any liability of the Company for non-delivery or non-performance or for Goods notified as defective on delivery shall be limited to replacement of the Goods within a reasonable time or to a refund of the price paid in respect of the Goods.

7 TRADE RETURNS

7.1 In respect of all Trade sales the following returns policy shall apply:-

7.1.1 no order can be cancelled or accepted for credit without prior written authority of the Company;

7.1.2 if cancellation or credit is accepted by the Company the Customer must:-

(a) obtain a returns authorisation number from the Company prior to returning the Goods;

(b) having received an authorisation number return the Goods to the Company at the Customer's risk and expense, unused and unopened and in their original packing.

7.1.3 Goods returned as 'unwanted' or 'incorrectly ordered' may be accepted at the discretion of the Company but will be subject to a restocking fee of 20% of the invoice value of the Goods plus carriage.

8. CONSUMER RETURNS

8.1 In respect of all Consumer sales via the Website the following returns policy shall apply:-

8.1.1 the Customer may cancel the contract at any time up to the end of the seventh working day from the date of delivery (no reason needs to be given and no penalty will be incurred but it is the Customer's responsibility to return the Goods to the Company if already received); and

8.1.2 in order to cancel the contract the Customer must notify the Company in writing by post to: Central Spares Limited, Units 3-7 Brook Road, Wimborne, Dorset BH21 2BH (the 'Postal Address'); and

8.1.3 in the event that the Customer has already received the Goods these must be sent back to the Postal Address at the cost and risk of the Customer as soon as possible; and

8.1.4 the Goods returned by the Customer under this clause 8 must be returned in a complete, unused and "as new" condition with all original packaging and labelling intact; any Goods not conforming to this requirement may be subject to a reasonable restocking and packaging fee at the discretion of the Company.

8.2 In respect of all Consumer sales concluded other than via the Website the Company shall normally accept the return of non faulty Goods within seven days of purchase provided such Goods are returned to the Postal Address and such Goods comply with the requirements of clause 8.1.4 above; the Company shall only accept the return of non faulty Goods after this time at its absolute discretion.

8.3 In respect of any faulty Goods or Goods supplied incorrectly the Customer should notify the Company as soon as reasonably practicable. The Company may require the Customer's assistance in returning the Goods to the Postal Address and the Company will upon receipt forward any faulty goods to the relevant manufacturer prior to deciding what action to take. At the Company's absolute discretion, the faulty Goods shall be repaired or replaced and where this is not possible the costs of the Goods shall be refunded to the Customer in full. Any goods that have been abused or misused will not be eligible for repair, replacement or refund.

9. RISK/TITLE

9.1 The Goods are at the risk of the Customer from the time of delivery.

9.2 Ownership of the Goods shall not pass to the Customer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:

9.2.1 the Goods; and

9.2.2 all other sums which are or which become due to the Company from the Customer on any account.

9.3 Until title to the Goods has passed to the Customer, the Customer shall:

9.3.1 hold the Goods on a fiduciary basis as the Company's bailee;

9.3.2 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;

9.3.3 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

9.3.4 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

9.3.5 notify the Company immediately if it becomes subject to any of the events listed in clause 9.5; and

9.3.6 give the Company such information relating to the Goods as the Company may require from time to time, but the Customer may resell or use the Goods in the ordinary course of its business.

9.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 9.5, or the Company reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Company may have, the Company may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

9.5 The Customer's right to possession of the Goods shall terminate immediately if:

9.5.1 the Customer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for the winding up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer; or

9.5.2 the Customer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe/perform any of his/its obligations under the Contract or any other contract between the Company and the Customer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Customer ceases to trade; or

9.5.3 the Customer encumbers or in any way charges any of the Goods.

9.6 The Catalogue remains at all times the sole and exclusive property of the Company.

10. PRICE

10.1 The price for the Goods is set out in the Catalogue or separate price list and is correct at time of printing but may be varied by the Company at any time in its absolute discretion without prior notice.

10.2 The price for the Goods shall be exclusive of any VAT and all costs or charges in relation to loading, unloading, carriage and insurance all of which amounts the Customer will pay in addition when it is due to pay for the Goods.

10.3 Any orders made online via the Website under £35.00 (net) or otherwise under £25.00 (net) shall be subject to a handling charge. The current handling charges are set out on the Website and are subject to change from time to time at the absolute discretion of the Company.

11. NEW ACCOUNTS

11.1 Customers wishing to open a credit account must supply two trade and one bankers reference. The Company may undertake a search with a credit reference agency before providing credit facilities.

11.2 The Company may in its absolute discretion decide to grant, refuse or discontinue any credit limit at any time and may transfer information to third parties who may:

11.2.1 use analyse and assess information about you and the transactions entered into between you and the Company

11.2.2 give information about you and your indebtedness to their insurers, guarantors or indemnifiers bankers or any third party to whom your indebtedness is transferred in order that they can enforce their rights or comply with their obligations

12. PAYMENT

12.1 Payment of the price for the Goods is strictly within 30 days of the invoice date for account customers or at the time of order for all non-account holding Customers. There are no early settlement discounts. Late payment may result in orders being delayed and or cancelled by the Company.

12.2 Time for payment shall be of the essence.

12.3 No payment shall be deemed to have been received until the Company has received cleared funds.

12.4 All payments payable to the Company under the Contract shall become due immediately upon termination of this Contract despite any other provision.

12.5 The Customer shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Customer.

12.6 If the Customer fails to pay the Company any sum due pursuant to the Contract the Customer will be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 6% above the base lending rate from time to time of HSBC Bank plc, accruing on a daily basis until payment is made, whether before or after any judgment. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

13. CANCELLATION

13.1 The Company may within four weeks of receipt of an order from the Customer cancel the Customer's order for any reason whatsoever.

13.2 In the event that the Company cancels the Customer's order under Condition 12.1 above then the Company shall return any part of the purchase price paid in accordance with Condition 12.1 to the Customer and for the avoidance of doubt shall have no further liability to the Customer whatsoever.

14. QUALITY

14.1 The Company will endeavour to transfer to the Customer the benefit of any warranty or guarantee given by the manufacturer of the goods.

14.2 Not all Goods are supplied with a manufacturer's guarantee and guarantees which may be provided will vary in duration. It is the Customer's responsibility to check at the time of placing the order the applicability of any guarantee.

14.3 Where no manufacturers guarantee is provided the Company warrants that (subject to the other provisions of these Conditions) upon delivery, and for a period of 3 months from the date of delivery, the Goods will:

14.3.1 be of satisfactory quality within the meaning of the Sale of Goods Act 1979;

14.3.2 be reasonably fit for their intended purpose; and

14.3.3 be reasonably fit for any particular purpose for which the Goods are being bought if the Customer had made known that purpose to the Company in writing and the Company has confirmed in writing that it is reasonable for the Customer to rely on the skill and judgement of the Company.

14.4 The Company shall not be liable for a breach of any of the warranties in condition 14.3 unless:

14.4.1 the Customer gives written notice of the defect to the Company, and (if the defect is as a result of damage in transit) to the carrier, within 10 days of the time when the Customer discovers or ought to have discovered the defect; and

14.4.2 the Company is given a reasonable opportunity after receiving the notice of examining such Goods and the Customer (if asked to do so by the Company) returns such Goods to the Company's place of business at the Company's cost for the examination to take place there.

14.5 The Company shall not be liable for a breach of any of the warranties in condition 14.3 if:

14.5.1 the Customer makes any further use of such Goods after giving such notice; or

14.5.2 the defect arises because the Customer failed to follow the Company's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or

14.5.3 the Customer alters or repairs such Goods without the written consent of the Company.

14.6 Subject to conditions 14.4 and 14.5, if any of the Goods do not conform with any of the warranties in condition 14.3 the Company shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the Company so requests, the Customer shall, at the Company's expense, return the Goods or the part of such Goods which is defective to the Company.

14.7 If the Company complies with condition 14.6 it shall have no further liability for a breach of any of the warranties in condition 14.3 in respect of such Goods.

15. LIMITATION OF LIABILITY

15.1 Subject to condition 14 the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:

15.1.1 any breach of these Conditions; and

15.1.2 any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

15.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.

15.3 Nothing in these Conditions excludes or limits the liability of the Company for:-

15.3.1 death or personal injury caused by the Company's negligence;

15.3.2 the Company's fraud or fraudulent misrepresentation;

15.3.3 defective products under or losses for which it is prohibited by section 7 of the Consumer Protection Act 1987 to limit liability (in the event only that the Customer is a Consumer); or

15.3.4 any matter in respect of which it would be unlawful for the Company to exclude or restrict liability.

15.4 The Company's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Contract shall be limited to the Contract price.

15.5 The Company shall not be liable to the Customer for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

15.6 The Customer must observe and comply with all applicable regulations and legislation, including obtaining all necessary customs, import or other permits to purchase Goods from the Company. The importation and exportation of certain Goods may be prohibited by certain national laws and the Company makes no representation and accepts no liability in respect of the export or import of the Goods purchased.

16. FORCE MAJEURE

The Company reserves the right to defer the date of delivery or to cancel the Contract (without liability to the Customer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials (a 'Force Majeure Event') provided that, if the event in question continues for a continuous period in excess of 60 days, the Customer shall be entitled to give notice in writing to the Company to terminate the Contract. Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event.

17. GENERAL

17.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.

17.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

17.3 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.

17.4 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Customer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.

17.5 The parties to this Contract do not intend that any term of this Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

17.6 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.

18. COMMUNICATIONS

18.1 All communications between the parties about this Contract must be in writing and delivered by hand or sent by pre-paid first class post or sent by facsimile transmission:

18.1.1 (in case of communications to the Company) to the Postal Address or such changed address as shall be notified to the Customer by the Company; or

18.1.2 (in the case of the communications to the Customer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Customer set out in any document which forms part of this Contract or such other address as shall be notified to the Company by the Customer.

18.2 Communications shall be deemed to have been received:

18.2.1 if sent by pre-paid first class post, 2 days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting);

18.2.2 if delivered by hand, on the day of delivery;

18.2.3 if sent by facsimile transmission on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.

19. DATA PROTECTION ACT 1998

19.1 The Companymay transfer information about you to the Company's financiers, who:

(a) may use, analyse and assess information about you, including the nature of your transactions, and exchange such information with other members of their group of companies and others for credit or financial assessment, market research, statistical analysis, insurance claim, underwriting and training purposes and in making payments and servicing their agreement with us;

(b) from time to time, may make searches of your record at credit reference agencies where your record with such agencies may include searches made and information given by other businesses; details of their searches will be kept by such agencies but will not be seen by other organisations that may make searches ;

(i) our or their insurers for underwriting and claims purposes;

(ii) any guarantor or indemnifier of your or our obligations to enable them assess such obligations;

(iii) their bankers or any advisers acting on their behalf ;

(iv) any business to whom your indebtedness or our arrangements with our financiers may be transferred – to facilitate such transfer;

(d) may monitor and/or record any phone calls you may have with them, for training and/or security purposes;

(e) in the event that they transfer all or any of their rights and obligations under their agreement with us to a third party, may transfer information about you to enable the third party to enforce their rights or comply with the obligations.

19.2 We will provide you with details of our financiers on request, including a contact telephone number if you want to have details of the credit reference agencies and other third parties referred to above from whom they obtain and to whom they may give information about you.. You also have a right to receive a copy of certain information they hold about you if you apply to them in writing. However a fee will be payable.