Thermosetting Powders

1.  CONDITIONS OF CONTRACT
    In these Conditions of sale:
    
    "the Contract" shall mean the contract for sale 
     or supply of the Goods by the Seller to the 
     Buyer.  
    
    "the Seller" shall mean THERMASET LIMITED or its 
     successors, assignees, sub-contractors and/or 
     agents;
    
    "the Buyer" shall mean any person or persons firm 
     or firms company or companies authority or 
     authorities who shall order or buy the Goods and 
     shall include his or their successors, executors 
     and personal representatives;
    
    "the Goods" shall mean any Goods forming the 
     subject matter of this Contract including 
     parts and components of or materials 
     incorporated in them (including all
     replacements and renewals thereof and all
     accessories and additions thereto whether
     added or made before or after the date of the 
     relative order);
    
    "the Quotation" means any quotation or tender 
     issued by the Seller;
    
    "the Site" means any place specified by the 
     Customer for delivery of the Goods.

2.  CONTRACT

2.1 The right is reserved to withdraw or cancel any 
    quotation or tender without notice at any 
    time prior to acceptance and quotations and
    tenders shall be deemed to be withdrawn if not
    accepted by way of an order from the Buyer
    within 90 days from the date hereof and are 
    subject to acknowledgement as stated below.

2.2 No quotation by the seller shall constitute an
    offer.  No order     placed with the Seller 
    shall be binding on the Seller or deemed to
    be accepted by the Seller unless and until a
    written and unqualified acknowledgement of 
    such Order is issued to the Buyer by the Seller.
    The Seller shall not be bound by any terms or
    conditions set out in the Buyer's order and
    these Conditions of Sale shall supersede and 
    prevail over any other terms and conditions 
    stipulated or referred to by the Buyer.  No
    previous correspondence, writings, telexes, 
    faxes, telegrams or verbal communication 
    between the Buyer and the Seller regarding 
    the Goods shall form any part of it or be 
    incorporated into the Contract.
 
2.3 No variation hereto shall be of any effect unless
    expressly agreed to in writing by a Director of
    the Seller, and the amount to be paid for
    such variation shall be as stated by the Seller.

3.  PRICE

3.1 The prices set out in the specification issued by 
    the Seller are based upon the prices and costs
    of raw materials, labour, overhead expenses etc.,
    current at the date of quotation but may be varied
    by the Seller to take account of any increase in 
    any of such prices or costs which may occur at 
    any time before the Contract is completed.  Any 
    alteration by the Buyer in design, quantities, 
    specification or other instructions and any 
    suspension of work following on the Buyer's 
    instructions or any failure by the Buyer to give
    timeous instructions will give rise to adjustment
    of the price of the Seller's costs are thereby 
    increased: in any such case the price(s) to be paid
    by the Buyer shall instead of the price(s) stated
    in the specification issued by the Seller be the 
    price(s) ruling at the date of delivery
    of the Goods.
   
3.2 Quotations are based on the Buyer's specifications
    as given to the Seller and the Buyer shall be 
    liable to pay for all the Goods manufactured by
    the Seller in accordance with such specifications 
    notwithstanding that the Buyer has provided 
    erroneous information within its specifications.
  
3.3 Quotations of price will normally be given by the
    Seller in pounds sterling, but in the event of a
    quotation being given in a currency other than 
    sterling and the exchange rate on the date any
    payment falls due being different from that on 
    (a) the date of the quotation or (b) the date of
    acceptance of the Buyer's order, whichever is the
    earlier the Seller shall have the right to make
    such adjustments as it may reasonably consider 
    necessary to take account of such difference.

3.4 All prices are quoted net and are exclusive of
    Value Added Tax.

4.  DELIVERY
 
4.1 All items which the Seller is to deliver will be
    delivered to the address if known.  In the absence
    of such address delivery is deemed to take place
    at the Seller's premises.
  
4.2 Date of delivery

4.2.1   Where the Goods leave the premises of the 
            Seller,  Delivery is on that date.  
    
    4.2.2   Where the Goods are delivered to the Buyer
            direct from the Seller's supplier, 
            delivery is on the date that Goods leave
            the Seller's premises; or, as an 
            alternative, delivery is deemed to take 
            place on the handing over of a delivery
            order by the Seller to the Buyer which
            authorises the Buyer to remove the Goods
            from any address that the Seller may 
            notify the Buyer of.

4.3 Delivery dates mentioned in any quotation order
    or other document are approximate only and not of 
    any contractual effect.

4.4 Late performance does not entitle the Buyer to do 
    any of the following: Reject the Goods - terminate
    the Contract - withhold payment of any part of the
    Contract price.
  
4.5 The Seller reserves the right to make delivery by 
    instalments and to tender a separate invoice in 
    respect of each instalment.

4.6 Inspection by the Buyer.
 
    4.6.1 The Buyer is under a duty to inspect the 
          Goods on delivery (or on collection by the 
          Buyer if appropriate) wherever it is 
          possible to do so;
 
    4.6.2 if inspection is impossible, the Buyer must 
          write on the delivery (or collection) note
          "Goods not examined"

4.7 where:
    
    4.7.1 delivery is-

4.7.1.1 refused by the Buyer; or
          
          4.7.1.2 at the request of the Buyer, - 
          suspended - delayed or made by instalments,
          and the Seller gives notification of 
          readiness to deliver; or,
    
    4.7.2 the Seller due to circumstance beyond its
          control is unable to delivery the Goods: the
          Seller may treat the Contract as fulfilled 
          by notifying the Buyer accordingly. Where 
          the Seller treats the Contract as fulfilled
          under clause

4.7.1.1 above:

4.7.3 if the Goods are in the Seller's possession 
          he shall pay for the Goods into store;

4.7.4 from the date of sending the notification 
          to the Buyer:

4.7.4.1 the risk of accidental loss or
                  damage to the goods is on the
                  Buyer and    
 
         4.7.4.2 the duty to pay the price arises. 
                 Where the Seller places the Goods 
                 into store under clause 4.7.3 above:
         
         (a) if by request, the seller shall, and
         (b) in any event, the seller may arrange 
             insurance covering the major perils
             endorsing the Seller's own interest. 
             The Buyer shall pay for the cost of 
             storage and insurance.

4.8 Carriage of Goods.

4.8.1 where Goods are carried and delivered by 
         the seller and any other carrier, the 
         care carriage and unloading thereof whether
         by the Sellers employees or otherwise shall
         in all respects be at the Buyer's cost and
         risk until special arrangements have been 
         made to the contrary in writing and no 
         compensation or damages will be paid by the
         Seller for loss, damage, delay, detention or
         misdelivery whether caused by the act or 
         default of the seller or its employees or 
         by accident or otherwise.

4.8.2 The Buyer must notify the carrier and the 
         Seller in writing within 3 days of any 
         damage to Goods caused in transit or any 
         irregularity (including quantity) in the 
         carriage or delivery of the Goods and time
         is of the essence for the purpose of this 
         sub-clause.

4.9 The Buyer will be responsible for providing 
    labour free of charge  for the off loading and
    stacking of materials on site during the 
    course of the contract.

5.  PAYMENT

5.1 Payment without any discount or deferment on 
    account of disputes or costs claimed is due 
    within 30 days of the end of the month in which
    the invoice for payment is rendered.
  
5.2 In the event of the Customer failing to make 
    payment to the Seller pursuant to paragraph 5.1
    above interest shall accrue and be paid by the
    Customer on all such unpaid sums at the rate of
    4% above the Lloyds Bank PLC base rate for the
    time being in force on all outstanding sums,
    interest to run from day to day and to accrue 
    after as well as before Judgement.

5.3 If the Buyer fails to pay any instalment on the
    date it becomes payable the whole of the balance
    of the price then outstanding shall become 
    payable at one.
  
5.4 The Seller reserves the right to demand security
    for payment at any time before continuing with 
    or delivering any order.
  
5.5 The seller is to be entitled to a lien (right 
    to retain) on any Goods or chattels which the 
    Seller has belonging to the Buyer until the 
    Buyer discharges all its liability to the Seller.
  
5.6 The Seller is to be entitled to charge storage 
    on any goods or chattels which the Seller has
    belonging to the Buyer and also reserved the 
    right to dispose of any such Goods or chattels 
    following 30 days notice to the Buyer.

6.  INSOLVENCY/DEFAULT

If the Buyer-

6.1 being a Company:

6.1.1   has a petition for its winding-up, or

6.1.2   passes a resolution for voluntary 
            winding-up (other than for the purpose
            of a bona fide amalgamation or 
            reconstruction);
    or
        6.1.3 compounds with its creditors; or

6.1.4 has a receiver or Administrator 
              appointed over all or any of its
              assets; or

6.2 being an individual

6.2.1 becomes bankrupt or insolvent; or

6.2.2 enters into any arrangement with his/her
          creditors; or

6.2.3 commits a serious breach of this agreement
          (and in the case of such a breach being 
          remediable, fails to remedy it within 7 
          days after receiving notice to do so), 
          the price of all Goods invoiced and 
          delivered shall immediately become due 
          and payable to me Seller and in addition
          the Seller shall have the right in its 
          absolute discretion to cancel or suspend
          forthwith any Contract subsisting with 
          the Buyer without prejudice to the 
          Seller's rights to recover any loss or 
          damage sustained.

7.  PASSING OF OWNERSHIP AND RISK

7.1 Risk in the Goods shall pass to the Buyer when 
    the Goods are delivered to, or collected by, 
    the Buyer or its agent.

7.2 Notwithstanding risk in the Goods passing in 
    accordance with clause 7.1 hereof title in the
    Goods shall not pass to the Buyer until 
    whichever shall be the first to occur of the 
    following:
    
            7.2.1 payment being received by the Seller for the Goods 
            and no other amounts then being outstanding from the Buyer 
            to the Seller in respect of other Goods supplied by the 
            Seller;  
        
            7.2.2 the Buyer selling the Goods in accordance with the
            provisions of these terms and conditions in which case title
            to the Goods shall be deemed to have passed to the Buyer
            immediately prior to delivery of the Goods to the Buyer's
            customer; and
  
            7.2.3 the Seller by a Director of the Seller expressly 
            agreeing in writing to waive its rights under clause 7.2
            in respect of specified Goods shall forthwith vest in the 
            Buyer.

7.3 Before title is passed to the Buyer under clause 7.2 and without 
    prejudice to any of its other rights, the Seller shall have the 
    right to recover or resell the Goods or any of them and may enter
    upon the Buyer's premises by servants or agents for that purpose at
    any time without notice in which the Goods or any part thereof are
    installed, stored or kept or is reasonably believed so to be.

7.4 Until payment due under all contracts between the Buyer and the Seller 
    has been made in full:
    
    7.4.1 the Buyer shall hold upon trust for the Seller the Goods and
    altered Goods and shall insofar as may be possible store them in such
    a way that they may be identifiable as the property  of the Seller 
    and separate from all other goods in the Buyer's possession;

7.4.2 in the event of the sale or hire of the Goods or altered Goods
    by the Buyer he shall hold the proceeds of such sale for hire on trust
    for the Seller in a separate bank account opened by the Buyer for 
    this purpose.

7.4.3 the seller shall be entitled to trace all such proceeds of sale
    or hire charges received by the Buyer through any bank or other 
    account maintained by the Buyer and the Buyer will provide every 
    assistance free of charge to the Seller for same.
  
    7.4.4 in the event of sale or hire of the Goods or altered Goods by
    the Buyer in the ordinary course of its business the Buyer shall 
    assign its right to recover the selling price or hire charges from
     the third parties concerned to the Seller if required to do so in 
     writing by the Seller. 
 
7.5 As the insurable risk shall pass to the Buyer as soon as the goods
    are delivered to it, or to its order, and pending disposal, the Buyer
    shall keep the Goods insured in the amount of the price at which the
    Goods are sold to the Buyer against all insurable risks.
  
7.6 If Goods are destroyed by an insured risk prior to the same being 
    paid for by the Buyer, the Buyer shall receive the proceeds of any
    such insurance as trustee for the Seller.

8.  CANCELLATION

8.1 The Buyer is not permitted to cancel this Contract except with the 
    written consent of a Director of the Seller.

8.2 Where there is an agreed cancellation as permitted by paragraph 8.1 
    above, the Buyer shall pay to the Seller a sum to be determined,
    representing liquidated damages to compensate the Seller against 
    all losses incurred as a result of this cancellation.

9.  CONSEQUENTIAL LOSS

The Seller shall not be liable for any consequential or indirect loss 
suffered by the Buyer whether this loss arises from breach of a duty, 
Contract or tort, or in any other way (including loss arising from the
Seller's negligence).  Non-exhaustive illustrations of consequential or
indirect loss would be:

(a) loss of profit; 
    (b) loss of contracts;
    (c) damage to property of the

Buyer or anyone else.

10. TECHNICAL DATA

All information, details, measurements, descriptions and 
illustrations contained in the Seller's catalogues and sales manual,
and all drawings, descriptive statements, weights, dimensions, power
consumptions, price lists, advertisements and any other information
and/or  literature whether written or provided orally are intended to
 be and may be construed only as of a generally informative nature and
the same shall not form any part of or be incorporated in any way 
into the contract.

11. INDUSTRIAL PROPERTY RIGHTS

11.1 The Buyer shall give the Seller the earliest possible written,
faxed or telexed notice of any claim being made or action pending, 
threatened or brought against it in relation to alleged infringement 
of any industrial property rights.

11.2 Any design, specification or instruction furnished or given to the 
Seller by or on behalf of the Buyer shall not be such as may cause the
Seller to infringe any industrial property rights vested in any third
party.
  
11.3 For the purposes of this clause "industrial property rights" shall 
mean patents, registered designs, registered trademarks and copyright.

11.4 The copyright in any drawings or designs prepared by the Seller is 
vested in the Seller.

12. EXCLUSION AND LIABILITY

12.1 Save insofar as the Seller has expressly undertaken liability in
     writing by a Director of the Seller under the conditions contained
     herein.  
    
     12.1.1 all express and implied warranties or conditions statutory or 
     otherwise as to the quality or fitness of materials used, Goods 
     supplied, work or design done, or any other matters are expressly
     excluded.
     
     12.1.2 the Seller shall be under no liability of whatsoever nature 
     for any loss or damage whether direct or indirect consequential or
     otherwise howsoever arising and whether caused by the Seller by 
     reason of any breach of contract negligence or otherwise howsoever
     arising and whether caused by the Seller its servants or agents in
     an other way whatsoever.

12.2 It is expressly agreed that the Seller shall be under no liability 
     whatsoever to indemnify the Buyer against:

12.2.1 loss damage or injury consequential or otherwise of whatsoever
     nature and whensoever and howsoever arising for which the buyer may
     be liable to third parties as a direct or indirect result of any act
     or omission by the Seller its servants or agents.  
     
     12.2.2  claims in respect of death or injury howsoever caused to 
     any of the Buyer its servants or agents or employees or to any 
     servant agent or employee of any other Sellers, sub-purchaser or 
     other persons to whom the Buyer may be liable in damages as a direct
     or indirect result of any act or omission by the Seller its servants
     or agents.

13. ACCESS TO SITE

13.1 The Buyer will ensure that at all times the Seller has free access
     to the Site where the Goods are to be delivered.

13.2 In the event of the Seller being unable to obtain access to the
     Site, or the Site not being in a condition in which the Seller
     can deliver the Goods, then the Buyer shall be liable for all of
     the costs of the Seller incurred in any abortive visits to the Site
     in addition to any extra visits to the Site required to deliver
     the Goods.

14. SUBCLAUSES

Each of the subclauses in this contract are to be treated as separate 
and independent.

15. FORCE MAJEURE

15.1 The Seller accepts no liability for any failure to deliver the
     Goods arising from circumstances outside the Seller's control.

15.2 Non-exhaustive illustrations of circumstances referred to 15.1
    above are Act of God, war, riot, explosion, abnormal weather 
    conditions, fire, flood, strike, lock-outs, Government action
     or regulations (U.K. or otherwise) delay by accidents suppliers
     and shortage of materials labour or manufacturing facilities.

15.3 If the Seller is prevented from delivering in the above 
     circumstances it shall notify the Buyer of the fact in writing 
     within  10 days commencing with contractual delivery dates;

15.4 If the circumstances preventing delivery are still continuing 3 
     months from and including the date of delivery, and the Seller
     sends such notice then either party may give written notice to
     the other cancelling the Contract.

15.5 If the Contract is cancelled in this way the Seller shall refund
     any payment which the Buyer has already made on account of the 
     price (subject to deduction of any amount which the Seller is 
     then entitled to claim from the Buyer) but the Seller accepts no
     liability to compensate the Buyer for any further loss or damage
     caused by failure to deliver the Goods.

16. FURTHER ASSURANCE

The Buyer shall from time to time upon the request of the Seller 
execute any additional documents and do any other acts or things which
may reasonably be required to effectuate the purposes of this Contract.

17. WAIVER
    The waiver or forbearance or failure of the Seller in insisting in
    any one or more instances upon the performance of any provisions
    of this agreement shall not be construed as a waiver or 
    relinquishment of the Company's rights to future performance of
    such provision and the purchaser's  obligation in respect of such
    future performance shall continue in full force and effect.

18. NOTICES

Any notice to be given under the contract shall be in writing and
    telexed sent by facsimile transmission or by first class prepaid 
    letter post to the receiving  party at its business address as last
    notified in writing to the other party and shall be deemed to have
    been given on the date of the date of telex or facsimile transmission
    or on the day following that on which the notice was posted.

19. LEGAL CONSTRUCTION
    The construction and operation of this contract and of any Contract 
    between the Seller and the Buyer is to be construed and governed in
    all respects and in accordance with English law, and the parties 
    hereto agree to submit to the exclusive jurisdiction of the English
    Courts as regards any claim or matter arising under this Contract.

20. COUNTY COURT JURISDICTION

The Tamworth County Court shall have jurisdiction for all County 
    Court matters arising out of the Goods under this Contract.

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