1.    GENERAL CONDITIONS OF SALE

1.1  In these conditions:-

"the Buyer" means any customer of the Seller to whom Products are supplied under these terms and conditions

"the Contract" means any contract between the Seller and the Buyer for the sale and purchase of the Products

"the Ex Works" means "ex works" as defined in the edition of the rules for interpretation of trade terms known as INCOTERMS current as at the date of the Buyer's order.

“Intellectual Property Rights" means any and all rights in patents copyright moral rights business and trade names design rights know how and all other intellectual property rights and any applications for any of the foregoing which may subsist anywhere in the world

"the Products" means all products and associated documentation to be supplied under this Contract

"the Seller" means Norgren Limited

"Writing" includes cable, facsimile transmission, electronic data transfer, e-mail  and comparable means of communication.

1.2  All quotations are made and all orders are accepted subject to these conditions. All other terms, conditions or warranties whatsoever are excluded from the Contract or any variation thereof unless expressly accepted by the Seller in Writing (order acknowledgements do not constitute such acceptance). In particular, in no circumstances will any conditions of purchase submitted at any time by the Buyer be applied to this Contract and any failure by the Seller to challenge any such conditions of purchase does not imply acceptance.

1.3  In the event of a conflict between these conditions and the specific terms and conditions of quotation then the latter shall prevail.  Acceptance by the Buyer of delivery of the Products shall be deemed to constitute unqualified acceptance of these conditions. 

1.4  Unless otherwise stated therein quotations shall be available for acceptance for a maximum period of 30 days from issue and may be withdrawn at any time by written or oral notice.

1.5  If any statement or representation has been made to the Buyer by the Seller or its officers, employees or agents (other than in the document(s) enclosed with the Seller's quotation), upon which the Buyer wishes to rely it shall only be entitled to do so if that statement or representation is attached to, or endorsed on, the Buyer's order and then only if the Seller subsequently confirms in writing to the Buyer that the Buyer is entitled to rely on such statement or representation.

1.6  The Contract is between the Seller and the Buyer as principals and neither the benefit nor the burden is assignable by the Buyer without the Seller's written consent. The Contract may be assigned, sub‑contracted or otherwise disposed of by the Seller.

1.7  Unless specifically agreed to the contrary all trade terms shall be interpreted in accordance with the version of INCOTERMS current at the date of order.

1.8  The Seller shall be entitled to cancel an order at any time by serving notice in writing on the Buyer if it does not receive, on request, satisfactory (in the Seller's sole opinion) credit references in relation to the Buyer.  If the Seller cancels an order pursuant to this Clause 1.8, it shall have no liability whatsoever for any liabilities, losses, damages, costs or expenses whatsoever incurred, suffered or paid by the Buyer as a result of or in connection with such cancellation.

2.    ELECTRONIC TRADING

2.1  Electronic orders shall be valid if all the information agreed between the Buyer and the Seller as being required is properly set out in the agreed format and the order is transmitted by the Buyer to the Seller by reference to the correct identification code and is received by the Seller when collecting its electronic mail from the relevant system.

2.2  Subject to Clause 2.1, each valid electronic order will be deemed accepted by the Seller unless the Seller communicates rejection of the order to the Buyer by electronic or other means (including telephone) within two working days of receipt. Acceptance of an order shall constitute a contract for sale and purchase to which these conditions shall apply.

3.    PRICES

3.1  Unless otherwise agreed in writing all prices are ex works. Unless otherwise agreed in Writing prices are payable in Sterling.  If the Seller agrees to deliver the Products otherwise than at its premises the Buyer shall pay all packaging, transportation and insurance costs and other costs incurred by the Seller in making or arranging such delivery.

3.2  The Seller shall be entitled at any time on written notice to make a reasonable adjustment to the price in the event of any alteration in quantity, design or specification requested by the Buyer.

3.3  The Seller reserves the right at any time prior to delivery and on written notice to increase the price if there is any increase in the cost of materials, labour, transport, utilities, foreign currency fluctuation, currency regulation or alteration of duties or if the costs of the Seller are increased by any other factor beyond the reasonable control of the Seller.

3.4  The Buyer shall be liable to the Seller for any demurrage costs incurred in the event of vehicles being unduly delayed at the point of delivery.