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Linea Research Limited Terms and Conditions of Sale Issue 1.2Linea Research Limited Terms and Conditions of Sale Issue 1.2 Effective 1st January 2021 UK Sales 1. Definitions Except where the context otherwise requires, “Seller” means Linea Research Limited. 2. Quotations and Acceptance a) Quotations are valid for thirty days (30) and represent no obligation until the Seller accepts the Buyer’s order. b) The Buyer’s order must be identified with an order number and must contain sufficient information to enable the Seller to proceed. c) No variation of the Seller’s conditions shall be binding upon the Seller unless and until a duly authorised person on behalf of the Seller has accepted the variation in writing. Any conditions proposed by the Buyer are hereby excluded. 3. Price a) Prices do not include VAT, or the cost of delivery or the cost of packaging goods. b) The Seller reserves the right to increase the price of the goods agreed to be sold in proportion to any increase of costs to the Seller between the date of acceptance of the order and the date of delivery (including but not by way of limitation those relating to exchange rates, labour materials, transport and taxes) or where the increase is due to any act or default of the Buyer, including the cancellation by the Buyer of any part of the order. 4. Delivery a) Any delivery period quoted is an estimate only and commences from the Seller’s acknowledgement of the Buyer’s order. Provided the Seller takes all- reasonable steps to deliver the goods at the time stated the Seller shall be under no liability for failure to do so. The Seller excludes liability for consequential loss or damage suffered but the Buyer as a result of the late delivery of goods for any cause whatever. b) The Seller reserves the right to deliver in more than one consignment and to invoice each consignment separately. c) Delay in delivery or other default in respect of any instalment of any one or more types of goods shall no relieve the Buyer of its obligation to accept any pay for the remaining deliveries. d) Goods will be packed to the Seller’s normal specification in non-returnable packaging unless the Buyer specifies otherwise and the Buyer will be charged accordingly. e) The Seller will accept no claim for loss or damage in transit unless notice in writing is given to the carrier (if any) and the Seller within four days of the delivery in the case of damage or in the case of loss within seven days of the date of the Seller’s invoice. f) Delivery and carriage terms are as stated in the quotation or as subsequently amended by the Seller’s acknowledgement of the Buyer’s order. If no terms are agreed delivery is ex-works and carriage will be charged. 5. Passing of Title and Risk a) The Seller at all times reserves the legal and beneficial ownership in the goods sold by it until payment has been made by the Buyer in full of all sums owing by the Buyer to the Seller. The Buyer shall hold the goods as bailee for the Seller but shall have liberty to transfer ownership of the goods in the normal course of trading. The proceeds of any sale of such goods shall be paid into a separate bank account opened by the Buyer for this purpose and held for the account of the Seller to be applied first in payment of all sums due from the Buyer to the Seller. b) The Buyer irrevocably appoints the Seller its attorney for the purposes of perfecting the Seller’s title to any such proceeds of sale. The Buyer is expressly prohibited from creating any charge mortgage, lien or any other like encumbrance adverse to the Seller’s title. Pending title passing to the Buyer and at no cost to the Seller the Buyer shall keep the goods complete, in good condition and in such manner that they can readily be identified as the property of the Seller. Without prejudice to the generality of the foregoing, the Buyer shall additionally mark the goods as the seller’s property and permit the Seller access to the Buyer’s premises at all reasonable times without prior notice to verify this has been done. c) Until ownership of the goods passes to the Buyer, the Buyer must not destroy, deface or obscure any identifying mark or packaging on or relating to the goods and must keep them insured on the Seller’s behalf for their full price against all risks to the reasonable satisfaction of the Seller. On request the Buyer shall produce the policy of the insurance to the Seller and hold the proceeds of the insurance on trust for the Seller and not mix them with any other money, nor pay the proceeds into an overdrawn bank account. d) In the event of non-payment in accordance with these terms and conditions the Buyer hereby authorises the Seller, its employees and duly appointed agents to enter upon the Buyer’s premises at all reasonable times without prior notice to repossess any of the goods with such transport as may be necessary. e) Risk in the goods shall pass to the Buyer on delivery thereof, save in the circumstances specified in paragraph 11. 6. Payment a) Payment for the goods shall be due not later than 30 days from the date of invoice. Any discounts specified by the Seller shall apply only where payment is so received. Payment shall not be withheld on account of any claim of the Buyer in respect of any claim of the Buyer against the Seller. The Seller reserves the right to charge interest at 2% per month in respect of any sum outstanding at the due date. b) The Seller reserves the right to withdraw any credit terms and substitute C.W.O. or C.O.D. terms. c) The Seller reserves the right to suspend deliveries where any payment from the Buyer whether in connection with this order or otherwise is not paid on its due date. d) No cash or other discount will be allowed unless specified. 7. Description and Data a) Goods will be supplied substantially as described but where the Seller is the manufacturer the right is reserved to make design changes. Where the Seller is not the manufacturer goods will be those supplied to the manufacturer’s current standard specification and finish provided that any change does not lower the performance of the goods, affect their mechanical interchangeability, or increase their price. b) The Seller shall make every effort to ensure the accuracy of technical data or literature relating to the goods, but the Seller accepts no liability for any loss, damage or injury (other than death or personal injury) arising directly of indirectly from any error or omission in such technical data or literature not being caused by the gross neglect of the Seller. 8. Guarantee a) The Seller guarantees that if any of the goods are found to be defective as a result of faulty design, materials or workmanship within thirty six months after delivery and the defects are promptly notified to the Seller and if requested the defective goods are returned to the Seller, it will (subject to the following provisions of this clause) either credit the Buyer with the price of the goods or at its discretion repair or replace the goods. The guarantee in respect of repaired or replaced goods shall terminate at the end of this original guarantee period. If goods are found not to be defective or if any defect is attributable to the Buyer’s design or material they will be returned to the Buyer at the Buyer’s expense and a testing charge of up to 15% of the original invoice price (together will VAT if appropriate) will be made. b) In the case of goods not manufactured by the Seller the liability of the Seller shall be limited to an amount equal to the net amount (after deduction of costs) recovered by the Seller in respect of the defective goods from the manufacturer. c) The guarantee shall not apply if the goods have been modified or repaired other than by the Seller or if they have not been operated, stored under the conditions and in packaging recommended by the Seller. d) The Seller accepts no liability for patent defects unless notified within 20 days of delivery and the Buyer must inspect accordingly. e) Where goods are supplied to the Buyer’s own specification the Seller gives no warranty that the goods are fit for the Buyer’s or any other purpose. f) Because of the varied uses and applications to which the Buyers put goods sold by the Seller all liability of the Seller for any consequential loss or damage (including loss of profit) suffered by the Buyer arising in any way whatever from the goods is hereby excluded (save as expressly agreed in writing or as mandatorily implied by law) and the Buyer must arrange his own insurance accordingly. g) Save as specifically set out herein as expressly agreed in writing or as mandatorily implied by law, the Seller shall be under no liability in respect of the quality, condition, description or fitness for purpose of goods or for loss or damage howsoever caused to the Buyer or any other person and any term, condition, or representation to the contrary whether express or implied by statute, common law or otherwise expressly excluded. 9. Health and Safety at Work The Buyer undertakes that it will comply and will procure that its’ employees, customers and every other person working with on or near or using the goods comply in full with the instructions and recommendations made in any manual or handbook provided by the manufacturer of the goods and that they will comply with all other instructions given in connection with the use or operation of the goods. 10.Force Majeure a) Neither party shall be liable for breach of the Agreement if and to the extend that fulfilment of a term has been prevented, hindered or delayed by force majeure as defined herein and in such event the time for fulfilment of the term shall be extended during the operation of force majeure. b) The expression ‘force majeure’ shall mean, strikes, locks-outs, and any event or circumstances beyond the immediate control of either party including with out prejudice to the generality of the foregoing, riots, acts of terrorism, civil commotion, war, national or international emergency, destruction or damage due to natural forces, fires, explosions and compliance with orders or requests of any national or local authority. 11.Storage When delivery is delayed for reasons attributable to the Buyer or its’ Agents, storage and other additional costs will be charged to the Buyer and the goods will be at the Buyer’s risk from the date that the Seller notifies the Buyer that the goods are available for delivery. The Seller reserves the right to invoice the goods at the original delivery date, which shall be the date of commencement of the guarantee. 12.Intellectual Property a) The sale of goods and the publication of any information or technical data relating thereto does not imply freedom from patent, registered or unregistered design right, copyright or any other intellectual property right whatsoever in respect of any particular application of the goods. b) The Buyer warrants that the designs and specifications supplied by it to the Seller will not involve the infringement of any patent, registered or unregistered design right copyright or any other intellectual property right whatsoever in the manufacture and sale of the goods by the Seller. c) The Buyer undertakes to indemnify and keep indemnified the Seller against all royalties, claims, actions, demands, proceedings, losses and costs in connection with any infringement or alleged intellectual property right whatever, in the manufacture, sales or application of the goods arising out of or in connection with the matters described in paragraphs 12a and / or 12b above. 13.Tools and manufacturing equipment Tools and other manufacturing equipment made for the manufacture of goods to be supplied under the contract remain the Seller’s property notwithstanding that the Buyer may have been debited with any sum in respect of their cost. Any intellectual property right whether or not registered in the tools and/or other manufacturing equipment and/or in any drawings, sketches, plans, specifications or tables of data of the said tools r other manufacturing equipment remains the property of the Seller. 14.Mouldings and Metalwork The colour of any plastic moulding or metalwork delivered by the Seller is subject to variation and the Buyer shall not be entitled to reject samples, which comply objectively with the Buyer’s specification, on subjective or aesthetic grounds. 15.Buyers’ items Items supplied by the Buyer for the contract shall be of suitable quality and shall be provided free of charge in sufficient quantities and at the times required by the Seller. Any defect in the items provided by the Buyer shall not entitle the Buyer to rescind the contract, reject the goods, make deductions from the contract price or claim damages in respect of such defect or any resulting defect in the goods and the Buyer shall indemnify and keep indemnified the Seller from and against all actions, demands, claims, proceedings, losses or costs arising from the supply of defective items by the Buyer. 16.Origin of Goods The Seller makes no representation and gives no warranty in respect of the sources or origin of manufacture or production of the goods or any part thereof. 17.Documents The Seller will supply one invoice and one packing note for each consignment of goods notwithstanding that the consignment may comprise more than one package. 18.Shipping Specifications Any shipping specifications are approximate only and the Seller accepts no liability for any freight incurred if cases exceed the dimensions or gross weights specified. 19.Cancellation and return of Goods a) The Buyer may not cancel any order accepted by the Seller. Except under the guarantee contained in paragraph 8 no returns are permitted without the Seller’s previous consent. b) If the Seller agrees to accept cancellation or part cancellation of an order, a charge of 15% of the total order price will be made. c) If the Seller agrees to accept the returns other than under the guarantee contain in paragraph 8 they must be returned at the Buyer’s expense in original condition and if tested by the Seller will be subject to a minimum charge of 15% of invoice price together with VAT thereon if applicable. 20.Termination If the Buyer commits any breach of the terms and conditions of the contact or suffers distress or execution or becomes insolvent of commits an act of bankruptcy or enters into any arrangement or composition with its’ creditors or goes or is put into liquidation (other than solely for the amalgamation or reconstruction while solvent) or if a receiver as appointed over any part of the Buyer’s business, the Seller may without prejudice to any rights which may have accrued or which may accrue to it, terminate the contract summarily by notice in writing, stop any goods in transit, and repossess any goods for which the Buyer has not paid, in accordance with the provisions of clause 6d (with the same like rights afforded to the Seller as therein mentioned). 21.Law This contract shall be governed and construed in accordance with English Law and the Buyer irrevocably submits to the exclusive jurisdiction of the Courts of England and Wales. 22.Severance These conditions shall apply so far as they shall be held to be lawful or enforceable. If any condition or part of a condition shall be held to be unlawful or unenforceable, these conditions shall be read as if such condition or part were omitted. 23.Rights of Third Parties A person who is not party to this contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the contract but this does not affect any right or remedy of a third party which is available apart from that Act. 24.Consumer Sales Notwithstanding the provisions of paragraph 8 hereof, nothing in these Conditions shall limit the statutory rights of a Buyer dealing as a consumer as defined by the Consumer Transactions (Restrictions on Statements) Order 1976 (as amended). 25.Export by the Buyer a) The Buyer shall not, without prior written consent of the Seller, export or use the contract goods or knowingly permit them to be exported or used outside the country into which they were sold as stated on the Invoice. b) The goods purchased may not subsequently be exported except under the authority of an export licence obtained by the Buyer. Export Sales In any case where goods are ordered for delivery outside the United Kingdom these conditions shall apply as varied by the following provisions of this clause: All contracts will be construed in accordance with these conditions. It is the Purchaser’s responsibility to satisfy itself that the goods comply in all respects with any laws or regulations applicable to the interned use. Clause 4 Delivery, Delete and substitute: f) Delivery and carriage terms are as stated in the quotation or as subsequently amended by Seller’s acknowledgement of the Buyer’s order. If no terms are agreed delivery is ex works and carriage will be charged Clause 5 Title and Risk, Delete and substitute: a) Risk in the goods shall be in accordance with the delivery and carriage terms stated in the Seller’s acknowledgement of the Buyer’s order. In the event that such terms shall not determine the moment at which the risk shall pass it shall pass when the goods leave the Seller’s premises. Clause 6 Payment, Delete and substitute: a) Unless otherwise agreed all payments shall be made in the UK through an irrevocable Letter of Credit confirmed by a London Clearing Bank to be established in favour of the Seller and have validity equal to the delivery period plus one month. This Letter of Credit shall permit part shipment and provide for the release of 100% of the contact value of each shipment. b) Unless otherwise stated no cash or other discount will be allowed. Clause 7 Description and Data, Delete and substitute: b) Where the contract is and International Supply Contract within the meaning of Section 26 (3) Unfair Contract Terms Act 1977, the restrictions imposed by that Act on the right to exclude or restrict liability by reference to a contract term shall not apply and Clause 7(b) shall read and construed as if the words ‘(other than death or personal injury)’ were deleted. Clause 17 Documents, Delete and substitute: The Seller will supply one invoice and one packing note with copies as required for each consignment of goods not withstanding that the consignment may comprise more than one package. Export and Import Licences The Buyer shall obtain all import licences and other necessary authorisations required for the import of the goods into the country of destination and shall pay all customs and import duties levied on the goods outside the United Kingdom. Failure to obtain any licence or authorisation shall not relieve the Buyer of the responsibility of paying for the goods. The contract is conditional on the Seller obtaining any necessary export licences for the goods and if the Seller is unable to obtain such licences it may cancel the contract. Effective 1st January 2021 UK Sales 1. Definitions Except where the context otherwise requires, “Seller” means Linea Research Limited. 2. Quotations and Acceptance a) Quotations are valid for thirty days (30) and represent no obligation until the Seller accepts the Buyer’s order. b) The Buyer’s order must be identified with an order number and must contain sufficient information to enable the Seller to proceed. c) No variation of the Seller’s conditions shall be binding upon the Seller unless and until a duly authorised person on behalf of the Seller has accepted the variation in writing. Any conditions proposed by the Buyer are hereby excluded. 3. Price a) Prices do not include VAT, or the cost of delivery or the cost of packaging goods. b) The Seller reserves the right to increase the price of the goods agreed to be sold in proportion to any increase of costs to the Seller between the date of acceptance of the order and the date of delivery (including but not by way of limitation those relating to exchange rates, labour materials, transport and taxes) or where the increase is due to any act or default of the Buyer, including the cancellation by the Buyer of any part of the order. 4. Delivery a) Any delivery period quoted is an estimate only and commences from the Seller’s acknowledgement of the Buyer’s order. Provided the Seller takes all- reasonable steps to deliver the goods at the time stated the Seller shall be under no liability for failure to do so. The Seller excludes liability for consequential loss or damage suffered but the Buyer as a result of the late delivery of goods for any cause whatever. b) The Seller reserves the right to deliver in more than one consignment and to invoice each consignment separately. c) Delay in delivery or other default in respect of any instalment of any one or more types of goods shall no relieve the Buyer of its obligation to accept any pay for the remaining deliveries. d) Goods will be packed to the Seller’s normal specification in non-returnable packaging unless the Buyer specifies otherwise and the Buyer will be charged accordingly. e) The Seller will accept no claim for loss or damage in transit unless notice in writing is given to the carrier (if any) and the Seller within four days of the delivery in the case of damage or in the case of loss within seven days of the date of the Seller’s invoice. f) Delivery and carriage terms are as stated in the quotation or as subsequently amended by the Seller’s acknowledgement of the Buyer’s order. If no terms are agreed delivery is ex-works and carriage will be charged. 5. Passing of Title and Risk a) The Seller at all times reserves the legal and beneficial ownership in the goods sold by it until payment has been made by the Buyer in full of all sums owing by the Buyer to the Seller. The Buyer shall hold the goods as bailee for the Seller but shall have liberty to transfer ownership of the goods in the normal course of trading. The proceeds of any sale of such goods shall be paid into a separate bank account opened by the Buyer for this purpose and held for the account of the Seller to be applied first in payment of all sums due from the Buyer to the Seller. b) The Buyer irrevocably appoints the Seller its attorney for the purposes of perfecting the Seller’s title to any such proceeds of sale. The Buyer is expressly prohibited from creating any charge mortgage, lien or any other like encumbrance adverse to the Seller’s title. Pending title passing to the Buyer and at no cost to the Seller the Buyer shall keep the goods complete, in good condition and in such manner that they can readily be identified as the property of the Seller. Without prejudice to the generality of the foregoing, the Buyer shall additionally mark the goods as the seller’s property and permit the Seller access to the Buyer’s premises at all reasonable times without prior notice to verify this has been done. c) Until ownership of the goods passes to the Buyer, the Buyer must not destroy, deface or obscure any identifying mark or packaging on or relating to the goods and must keep them insured on the Seller’s behalf for their full price against all risks to the reasonable satisfaction of the Seller. On request the Buyer shall produce the policy of the insurance to the Seller and hold the proceeds of the insurance on trust for the Seller and not mix them with any other money, nor pay the proceeds into an overdrawn bank account. d) In the event of non-payment in accordance with these terms and conditions the Buyer hereby authorises the Seller, its employees and duly appointed agents to enter upon the Buyer’s premises at all reasonable times without prior notice to repossess any of the goods with such transport as may be necessary. e) Risk in the goods shall pass to the Buyer on delivery thereof, save in the circumstances specified in paragraph 11. 6. Payment a) Payment for the goods shall be due not later than 30 days from the date of invoice. Any discounts specified by the Seller shall apply only where payment is so received. Payment shall not be withheld on account of any claim of the Buyer in respect of any claim of the Buyer against the Seller. The Seller reserves the right to charge interest at 2% per month in respect of any sum outstanding at the due date. b) The Seller reserves the right to withdraw any credit terms and substitute C.W.O. or C.O.D. terms. c) The Seller reserves the right to suspend deliveries where any payment from the Buyer whether in connection with this order or otherwise is not paid on its due date. d) No cash or other discount will be allowed unless specified. 7. Description and Data a) Goods will be supplied substantially as described but where the Seller is the manufacturer the right is reserved to make design changes. Where the Seller is not the manufacturer goods will be those supplied to the manufacturer’s current standard specification and finish provided that any change does not lower the performance of the goods, affect their mechanical interchangeability, or increase their price. b) The Seller shall make every effort to ensure the accuracy of technical data or literature relating to the goods, but the Seller accepts no liability for any loss, damage or injury (other than death or personal injury) arising directly of indirectly from any error or omission in such technical data or literature not being caused by the gross neglect of the Seller. 8. Guarantee a) The Seller guarantees that if any of the goods are found to be defective as a result of faulty design, materials or workmanship within thirty six months after delivery and the defects are promptly notified to the Seller and if requested the defective goods are returned to the Seller, it will (subject to the following provisions of this clause) either credit the Buyer with the price of the goods or at its discretion repair or replace the goods. The guarantee in respect of repaired or replaced goods shall terminate at the end of this original guarantee period. If goods are found not to be defective or if any defect is attributable to the Buyer’s design or material they will be returned to the Buyer at the Buyer’s expense and a testing charge of up to 15% of the original invoice price (together will VAT if appropriate) will be made. b) In the case of goods not manufactured by the Seller the liability of the Seller shall be limited to an amount equal to the net amount (after deduction of costs) recovered by the Seller in respect of the defective goods from the manufacturer. c) The guarantee shall not apply if the goods have been modified or repaired other than by the Seller or if they have not been operated, stored under the conditions and in packaging recommended by the Seller. d) The Seller accepts no liability for patent defects unless notified within 20 days of delivery and the Buyer must inspect accordingly. e) Where goods are supplied to the Buyer’s own specification the Seller gives no warranty that the goods are fit for the Buyer’s or any other purpose. f) Because of the varied uses and applications to which the Buyers put goods sold by the Seller all liability of the Seller for any consequential loss or damage (including loss of profit) suffered by the Buyer arising in any way whatever from the goods is hereby excluded (save as expressly agreed in writing or as mandatorily implied by law) and the Buyer must arrange his own insurance accordingly. g) Save as specifically set out herein as expressly agreed in writing or as mandatorily implied by law, the Seller shall be under no liability in respect of the quality, condition, description or fitness for purpose of goods or for loss or damage howsoever caused to the Buyer or any other person and any term, condition, or representation to the contrary whether express or implied by statute, common law or otherwise expressly excluded. 9. Health and Safety at Work The Buyer undertakes that it will comply and will procure that its’ employees, customers and every other person working with on or near or using the goods comply in full with the instructions and recommendations made in any manual or handbook provided by the manufacturer of the goods and that they will comply with all other instructions given in connection with the use or operation of the goods. 10.Force Majeure a) Neither party shall be liable for breach of the Agreement if and to the extend that fulfilment of a term has been prevented, hindered or delayed by force majeure as defined herein and in such event the time for fulfilment of the term shall be extended during the operation of force majeure. b) The expression ‘force majeure’ shall mean, strikes, locks-outs, and any event or circumstances beyond the immediate control of either party including with out prejudice to the generality of the foregoing, riots, acts of terrorism, civil commotion, war, national or international emergency, destruction or damage due to natural forces, fires, explosions and compliance with orders or requests of any national or local authority. 11.Storage When delivery is delayed for reasons attributable to the Buyer or its’ Agents, storage and other additional costs will be charged to the Buyer and the goods will be at the Buyer’s risk from the date that the Seller notifies the Buyer that the goods are available for delivery. The Seller reserves the right to invoice the goods at the original delivery date, which shall be the date of commencement of the guarantee. 12.Intellectual Property a) The sale of goods and the publication of any information or technical data relating thereto does not imply freedom from patent, registered or unregistered design right, copyright or any other intellectual property right whatsoever in respect of any particular application of the goods. b) The Buyer warrants that the designs and specifications supplied by it to the Seller will not involve the infringement of any patent, registered or unregistered design right copyright or any other intellectual property right whatsoever in the manufacture and sale of the goods by the Seller. c) The Buyer undertakes to indemnify and keep indemnified the Seller against all royalties, claims, actions, demands, proceedings, losses and costs in connection with any infringement or alleged intellectual property right whatever, in the manufacture, sales or application of the goods arising out of or in connection with the matters described in paragraphs 12a and / or 12b above. 13.Tools and manufacturing equipment Tools and other manufacturing equipment made for the manufacture of goods to be supplied under the contract remain the Seller’s property notwithstanding that the Buyer may have been debited with any sum in respect of their cost. Any intellectual property right whether or not registered in the tools and/or other manufacturing equipment and/or in any drawings, sketches, plans, specifications or tables of data of the said tools r other manufacturing equipment remains the property of the Seller. 14.Mouldings and Metalwork The colour of any plastic moulding or metalwork delivered by the Seller is subject to variation and the Buyer shall not be entitled to reject samples, which comply objectively with the Buyer’s specification, on subjective or aesthetic grounds. 15.Buyers’ items Items supplied by the Buyer for the contract shall be of suitable quality and shall be provided free of charge in sufficient quantities and at the times required by the Seller. Any defect in the items provided by the Buyer shall not entitle the Buyer to rescind the contract, reject the goods, make deductions from the contract price or claim damages in respect of such defect or any resulting defect in the goods and the Buyer shall indemnify and keep indemnified the Seller from and against all actions, demands, claims, proceedings, losses or costs arising from the supply of defective items by the Buyer. 16.Origin of Goods The Seller makes no representation and gives no warranty in respect of the sources or origin of manufacture or production of the goods or any part thereof. 17.Documents The Seller will supply one invoice and one packing note for each consignment of goods notwithstanding that the consignment may comprise more than one package. 18.Shipping Specifications Any shipping specifications are approximate only and the Seller accepts no liability for any freight incurred if cases exceed the dimensions or gross weights specified. 19.Cancellation and return of Goods a) The Buyer may not cancel any order accepted by the Seller. Except under the guarantee contained in paragraph 8 no returns are permitted without the Seller’s previous consent. b) If the Seller agrees to accept cancellation or part cancellation of an order, a charge of 15% of the total order price will be made. c) If the Seller agrees to accept the returns other than under the guarantee contain in paragraph 8 they must be returned at the Buyer’s expense in original condition and if tested by the Seller will be subject to a minimum charge of 15% of invoice price together with VAT thereon if applicable. 20.Termination If the Buyer commits any breach of the terms and conditions of the contact or suffers distress or execution or becomes insolvent of commits an act of bankruptcy or enters into any arrangement or composition with its’ creditors or goes or is put into liquidation (other than solely for the amalgamation or reconstruction while solvent) or if a receiver as appointed over any part of the Buyer’s business, the Seller may without prejudice to any rights which may have accrued or which may accrue to it, terminate the contract summarily by notice in writing, stop any goods in transit, and repossess any goods for which the Buyer has not paid, in accordance with the provisions of clause 6d (with the same like rights afforded to the Seller as therein mentioned). 21.Law This contract shall be governed and construed in accordance with English Law and the Buyer irrevocably submits to the exclusive jurisdiction of the Courts of England and Wales. 22.Severance These conditions shall apply so far as they shall be held to be lawful or enforceable. If any condition or part of a condition shall be held to be unlawful or unenforceable, these conditions shall be read as if such condition or part were omitted. 23.Rights of Third Parties A person who is not party to this contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the contract but this does not affect any right or remedy of a third party which is available apart from that Act. 24.Consumer Sales Notwithstanding the provisions of paragraph 8 hereof, nothing in these Conditions shall limit the statutory rights of a Buyer dealing as a consumer as defined by the Consumer Transactions (Restrictions on Statements) Order 1976 (as amended). 25.Export by the Buyer a) The Buyer shall not, without prior written consent of the Seller, export or use the contract goods or knowingly permit them to be exported or used outside the country into which they were sold as stated on the Invoice. b) The goods purchased may not subsequently be exported except under the authority of an export licence obtained by the Buyer. Export Sales In any case where goods are ordered for delivery outside the United Kingdom these conditions shall apply as varied by the following provisions of this clause: All contracts will be construed in accordance with these conditions. It is the Purchaser’s responsibility to satisfy itself that the goods comply in all respects with any laws or regulations applicable to the interned use. Clause 4 Delivery, Delete and substitute: f) Delivery and carriage terms are as stated in the quotation or as subsequently amended by Seller’s acknowledgement of the Buyer’s order. If no terms are agreed delivery is ex works and carriage will be charged Clause 5 Title and Risk, Delete and substitute: a) Risk in the goods shall be in accordance with the delivery and carriage terms stated in the Seller’s acknowledgement of the Buyer’s order. In the event that such terms shall not determine the moment at which the risk shall pass it shall pass when the goods leave the Seller’s premises. Clause 6 Payment, Delete and substitute: a) Unless otherwise agreed all payments shall be made in the UK through an irrevocable Letter of Credit confirmed by a London Clearing Bank to be established in favour of the Seller and have validity equal to the delivery period plus one month. This Letter of Credit shall permit part shipment and provide for the release of 100% of the contact value of each shipment. b) Unless otherwise stated no cash or other discount will be allowed. Clause 7 Description and Data, Delete and substitute: b) Where the contract is and International Supply Contract within the meaning of Section 26 (3) Unfair Contract Terms Act 1977, the restrictions imposed by that Act on the right to exclude or restrict liability by reference to a contract term shall not apply and Clause 7(b) shall read and construed as if the words ‘(other than death or personal injury)’ were deleted. Clause 17 Documents, Delete and substitute: The Seller will supply one invoice and one packing note with copies as required for each consignment of goods not withstanding that the consignment may comprise more than one package. Export and Import Licences The Buyer shall obtain all import licences and other necessary authorisations required for the import of the goods into the country of destination and shall pay all customs and import duties levied on the goods outside the United Kingdom. Failure to obtain any licence or authorisation shall not relieve the Buyer of the responsibility of paying for the goods. The contract is conditional on the Seller obtaining any necessary export licences for the goods and if the Seller is unable to obtain such licences it may cancel the contract.