H Roberts & Sons (D.I) Limited - terms & conditions

1 Definitions

In these conditions the following words have the following meanings unless the context requires otherwise. "Brochure" means any brochure published by H. Roberts, advertising and detailing the Products and/or the services provided by H. Roberts. “Buyer" means the person whose order for Products and/or Services is accepted by H. Roberts. "Contract" means any contract between H.Roberts and the Buyer incorporating these conditions for the sale of Products and/or the provision of the Services. "Liability" means liability for any and all damages, claims, proceedings, actions, awards, expenses, costs and any other losses and/or liabilities including but not limited to any claims under an indemnity. " Products" means any products and/or goods ordered from H. Roberts by the Buyer or to be supplied by H. Roberts to the Buyer and/or any goods, Products and/or materials which are utilised in the performance of the Services and in which title is intended to pass once the Services have been completed;

“H. Roberts" means H. Roberts & Sons (Dial Indicators) Ltd;

“Services" means the services and/or work to be performed by H. Roberts for the Buyer;

“Website" means any and all websites used by H. Roberts to advertise and/or sell its Products and/or services from time to time.

2. Basis of Contract

2.1 These conditions shall govern the agreement between H. Roberts and the Buyer to the exclusion of any other terms or conditions, even where the orders placed by the Buyer are not expressed to be subject to them. Any orders placed via a Website shall be subject to any additional terms and conditions applicable to the use of the Website.

2.2 No variation to these conditions shall be binding on H. Roberts unless contained in H. Roberts quotation or agreed in writing between the Buyer and an authorised representative of H. Roberts.

2.3 H. Roberts employees, sub-contractors and/or agents are not authorised to make any representations or warranties concerning the Products unless confirmed by H. Roberts in writing.

2.4 The Buyer acknowledges that it does not rely on any representation and/or warranty which has not been made in accordance with these conditions.

3. Orders and Contract

3.1 Quotations are not binding or capable of acceptance and are estimates only and (unless stated otherwise) shall remain valid for a period of 90 days. Quotations may be withdrawn by H. Roberts at any time during this period by oral or written notice.

3.2 The Contract between H. Roberts and the Buyer shall come into effect on H. Robert’s written acceptance of the Buyer’s order.

4. Delivery

4.1 Dates for delivery are estimates only and are not guaranteed. H. Roberts will use its reasonable commercial endeavours to ensure delivery on the dates specified. Time is not of the essence in relation to such dates. These dates are also subject to any matter beyond H. Robert’s reasonable control.

4.2 Where Products are to be delivered in instalments, each delivery shall constitute a separate and distinct contract and failure by H. Roberts to deliver, or any claim by the Buyer in respect of, any instalment shall not entitle the Buyer to repudiate and/or terminate this Contract as a whole.

4.3 The Buyer shall have no right to reject Products and shall have no right to rescind for late delivery unless the due date for delivery has passed and the Buyer has served on H. Roberts a written notice requiring the Contract to be performed and giving H. Roberts not less than 14 days in which to do so and the notice has not been complied with.

4.4 The Buyer shall be responsible at its own cost for all arrangements to unload the Products when delivered to the Buyer.

4.5 If the Buyer refuses to take delivery of any Products then H. Roberts shall be entitled to withhold delivery and/or performance of any other Products and/or Services and to treat this Contract as repudiated by the Buyer and shall have the right to rescind this Contract.

5. Price and Payment

5.1 The price of the products shall be as shown in H. Robert’s price list current at the date of the acceptance of the order or as set out in the quotation.

5.2 Except as otherwise stated by H. Roberts, prices are ex-works, and the Buyer shall be liable to pay H.Roberts charges (if any) for transport, packaging and insurance.

5.3 H. Roberts prices are exclusive of any applicable VAT or other sales tax for which the Buyer shall additionally be liable.

5.4 H. Roberts terms of payment are either as agreed by both parties in advance, or net cash due within 30 days of invoice. Time for payment shall be of the essence.

5.5 If the Buyer fails to make any payment in full on the due date, H. Roberts may charge the Buyer any reasonable additional administration costs and/or interest (both before and after judgment) on the amount unpaid at the rate of 4% above the base rate from time to time of H. Roberts bank or the applicable rate applied by law, whichever is the greater. Such interest shall be compounded with monthly rests.

5.6 The Buyer shall pay all sums due to H. Roberts under this Contract without any set-off, deduction, counterclaim and/or any other withholding of monies.

5.7 Payment shall not be deemed to be made until H. Roberts has received either cash or cleared funds in respect of the full amount outstanding.

5.8 H. Roberts shall be entitled to render an invoice to the Buyer in accordance with any payment terms agreed between H. Roberts and the Buyer and/or at any time on or after delivery/part delivery of the Products.

5.9 If payment in full is not made to H. Roberts when due then H. Roberts may withhold or suspend future or current deliveries of the Products and delivery and/or performance under any other agreement with the Buyer.

5.10 For items paid for using the Worldpay system, the customer has the right to cancel within seven days of placing the order, or seven days of receipt of the goods (whichever is the longer).

5.11 If a customer cancels under the conditions of 5.10 and goods have already been shipped, the cancelled goods must be returned to H. Roberts, the payment will be refunded on receipt.

5.12 If a customer cancels under the conditions of 5.10 and the goods have not yet been shipped, the payment will be refunded.

6. Specification

6.1 Any specification supplied by H. Roberts to the Buyer shall only be approximate unless agreed by H.Roberts in writing.

6.2 The quantity, quality, description and/or specification for the Products and/or the Services shall be that set out in H. Robert’s quotation (if agreed by the Buyer) or the Buyer’s order (if agreed by H.Roberts) unless otherwise agreed in writing by the parties.

6.3 The Buyer is responsible for checking the quotation and satisfying itself that any specification given is accurate and adequate for the Products and/or Services.

6.4 Details and/or specifications in any Brochure, on any Website or in any price lists (including but not limited to technical data, dimensions and weights produced by H. Roberts) are intended as a guide only and only give a general approximation of the Products and/or Services.

6.5 The Buyer agrees to indemnify and keep indemnified H. Roberts against any Liability arising out of H.Robert’s use of specifications, details and/or drawings supplied by the Buyer.

6.6 H. Roberts reserves the right to make changes to the specification of the Products and/or Services at any time provided that they do not have a material adverse effect on the quality and/or performance of the Products and/or the Services.

6.7 If H. Roberts does make changes to the specification of the Products and/or Services which have a material adverse effect then the Buyer shall have the right to cancel the affected Contract without Liability.

6.8 H. Roberts reserves the right to withdraw Products from a Brochure or from a Website at any time. Where a Product has been withdrawn and/or is no longer available, H. Roberts shall be entitled to (where possible) offer the Buyer a reasonable alternative. If H. Roberts does withdraw a product from a brochure and/or a Website and no reasonable alternative is available, the Buyer shall have the right to cancel the Contract without Liability.

7. Intellectual Property Rights and Confidentiality

7.1 The Buyer shall not make any modification to the products or their packaging, nor alter, remove, or tamper with any trade marks used on or in relation to the products.

7.2 All intellectual property rights (including without limitation all patents, copyright, design rights (whether registered or unregistered), trade marks (whether registered or unregistered), skill and/or know-how and other similar rights, whether existing now and/or in the future, wherever existing in the world together with the right to apply for protection of the same) in the products, their packaging and/or arising from the Services shall be owned by H. Roberts absolutely.

7.3 The Buyer agrees that, at H. Roberts cost, it will do all acts and/or things and execute all H. Roberts in the application, registration, renewal and/or protection of such intellectual property rights.

7.4 Each party agrees with the other that it will keep all confidential business information regarding the other party confidential and not disclose or use such information which may be disclosed to it or which it may learn except where such information is public knowledge or it is required to be disclosed by law.

8. Site for Services

8.1 The Buyer will allow and/or procure sufficient access to H. Robert’s employees, sub-contractors and/or agents to allow them to carry out the Services.

8.2 H. Roberts shall inform the Buyer in advance of the equipment and/or facilities that it will require in order to perform the Services.

8.3 If H. Roberts is providing training to the Buyer’s personnel, H. Roberts shall inform the Buyer of the minimum qualifications and/or experience that those personnel must hold.

9. Property and Risk

9.1 Risk in the Products shall pass to the Buyer at the time of delivery. Delivery shall be deemed to occur at the earlier of:- (i) at the time when the products arrive at the place of delivery if H. Roberts delivers and/or arranges delivery of the products; or (ii) when the products leave H. Roberts premises.

9.2 H. Roberts shall retain title and ownership of the products until it has received payment in full in cash or cleared funds of all sums due and/or owing for all products and/or Services supplied to the Buyer by H.Roberts under this Contract.

9.3 Until payment in full of the price for all products supplied to the Buyer the Products must be clearly marked and identified as being H. Robert’s property. The Buyer agrees that H. Robert’s employees and/or agents shall be entitled to enter the Buyer’s premises to check compliance with this clause.

9.4 Until title in the Products has passed to the Buyer the Buyer shall keep the Products insured for the price at which the products were sold to the Buyer against all insurable risks and shall procure that H.Roberts is named on such policy of insurance as loss payee. Any monies received from the Buyer by H.Roberts in accordance with this clause shall not discharge the Buyers liability to pay the price for the goods plus interest accrued in accordance with clause 5.5 but shall be set off against any such liability.

10. Default

10.1 If the Buyer: (i) fails to make any payment to H. Roberts when due; (ii) breaches the terms of this Contract (and, if the breach is capable of remedy, has not remedied the breach within 14 days of receiving notice requiring the breach to be remedied); (iii) persistently breaches any one or more terms of this Contract; (iv) pledges or charges any products which remain the property of H. Roberts, or ceases or threatens to cease to carry on business, or proposes to compound with its creditors, applies for an interim order under Section 252 Insolvency Act 1986 or has a Bankruptcy Petition presented against it, enters into voluntary or compulsory liquidation, has a receiver, administrator or administrative receiver appointed over all or any of its assets, or takes or suffers any similar action in any jurisdiction; or (v) appears reasonably to H.Roberts to be about to suffer any of the above events then H.Roberts shall have the right, without prejudice to any other remedies, to exercise any or all of the rights set out in clause 10.2 below.

10.2 If any of the events set out in clause 10.1 above occurs in relation to the Buyer then:- (i) H. Roberts may enter, without prior notice, any premises of the Buyer (or premises of third parties with their consent) where Products owned by H. Roberts may be and repossess and dispose of or sell any Products found which are owned by H. Roberts so as to discharge any sums due to H. Roberts under this Contract or any other agreement with the Buyer; (ii) H. Roberts may require the Buyer not to re-sell or part with the possession of any products owned by H.Roberts until the Buyer has paid in full all sums due to H. Roberts under this Contract or any other agreement with the Buyer; (iii) H. Roberts may withhold delivery of any undelivered products and stop any products in transit; (iv) H. Roberts may withhold the performance of any Services and cease any Services in progress; (v) H.Roberts may cancel, terminate and/or suspend without Liability to the Buyer any contract with the Buyer; and/or (vi) all monies owed by the Buyer to H. Roberts shall immediately become due and payable.

11. Guarantee

11.1 H. Roberts guarantees that the Products and/or Services will be free from defects in materials and/or workmanship for a period of 12 months from:- (i) in the case of Services, the date of completion of the performance of the Services; and/or (ii) in the case of Products, the date of delivery of the Products to the Buyer.

11.2 The guarantee in clause 11.1 above is given by H. Roberts on condition that H. Roberts shall be under no Liability:- (i) in respect of any defect in the Products and/or Services arising from any drawing, design or specification supplied by the Buyer; (ii) in respect of any faults arising after risk in the products has passed which are caused by any subsequent mechanical, chemical, electrolytic or other damage not due to a defect in the products and/or Services as appropriate; and/or (iii) in respect of any faults or defects caused by wilful damage, abnormal working conditions, failure to follow H. Roberts instructions, misuse, alteration or repair of Products and/or Services without H. Roberts approval, improper maintenance or negligence on the part of the Buyer or a third party; and/or (iv) in respect of any defect in the Products caused as a result of fair wear or tear.

11.3 If any Products and/or Services prove to be defective and are covered by the guarantee in clause 11.1 above then H. Roberts shall at its sole option either repair or replace or re-perform such Products and/or Services within a reasonable period of time of being notified of the defect. Provided H. Roberts complies with this clause the repair, replacement and/or re-performance shall be the Buyer’s sole remedy in respect of claims under the guarantee under clause 11.1 above.

11.4 Any work carried out by H. Roberts which is not covered by the guarantee in clause 11.1 above will be charged for.

11.5 H. Roberts shall have no Liability to the Buyer under the guarantee in clause 11.1 above unless any defect is notified to H. Roberts within 14 working days of the defect becoming apparent or suspected or when it should reasonably have become apparent to or suspected by the Buyer.

11.6 The guarantee in clause 11.1 above will not apply if the Buyer has not paid in full for the relevant Products and/or Services on the due date for payment.

12. Repairs and Replacements

12.1 H. Roberts will at its option either repair, replace free of charge or re-perform any defective Products and/or Services where the defect is apparent on inspection provided that the defect is notified to H. Roberts in writing within 3 working days of delivery of such Products or of performance of the Services.

12.2 Any defective Products must be returned to H. Roberts for inspection if requested by H. Roberts before H.Roberts will have any Liability for defective Products.

12.3 H. Roberts may at its sole discretion replace, repair free of charge or re-perform defective Products and/or Services which are not notified to H. Roberts within the specified time limit where in the opinion of H.Roberts the defect would not have been ascertainable on inspection and has been notified to H.Roberts as soon as reasonably practicable.

12.4 H. Roberts will replace free of charge any Products missing from a delivery of Products provided that the missing items are notified to H. Roberts in writing within 3 working days of delivery or, in the event of total non-delivery, this fact is notified to H. Roberts within 14 working days of receipt of the invoice by the Buyer.

13. Limitations on Liability

13.1 H. Roberts shall have no Liability:- (i) for defective Products and/or Services where the defect has been caused or contributed to by the Buyer to the extent so contributed, including but not limited to where the Buyer continued use of defective Products and/or Services; (ii) for any loss and/or damage suffered by the Buyer as a result of late delivery of the Products and/or late performance of the Services; (iii) if the price for the Products and/or the Services has not been paid in full by the due date for payment; (iv) for defective Products and/or Services, Products not despatched or Products damaged or lost in transit unless the event is notified to H. Roberts within the appropriate time limit set out in this Contract; and (v) to the extent that the Buyer is covered by any policy of insurance and the Buyer shall ensure that the Buyer’s insurers waive any and all rights of subrogation they may have against H.Roberts.

13.2 The Buyer shall give H. Roberts a reasonable opportunity to remedy any matter for which H.Roberts is liable before the Buyer incurs any costs and/or expenses in remedying the matter itself. If the Buyer does not do so H. Roberts shall have no Liability to the Buyer.

13.3 H. Roberts shall have no Liability to the Buyer for any (i) consequential losses; (ii) loss of profits and/or damage to goodwill; (iii) economic and/or other similar losses; (iv) special damages and indirect losses; and/or (v) business interruption, loss of business, contracts, opportunity and/or production.

13.4 H. Roberts total Liability to the Buyer shall not exceed the Contract price. To the extent that any Liability of H. Roberts to the Buyer would be met by any insurance of H. Roberts then the Liability of H.Roberts shall be extended to the extent that such Liability is met by such insurance.

13.5 Each of the limitations and/or exclusions in this Contract shall be deemed to be repeated and apply as a separate provision for each of: (i) Liability for breach of contract and/or these Conditions of Sale; (ii) Liability in tort (including negligence); (iii) Liability for breach of statutory duty; and (iv) Liability for breach of Common Law except clause 13.4 above which shall apply once only in respect of all the said types of Liability.

13.6 Nothing in this Contract shall exclude or limit the Liability of H. Roberts for death or personal injury due to its negligence or any Liability which is due to H. Robert’s fraud or any other liability which it is not permitted to exclude or limit as a matter of law.

13.7 All warranties, terms, conditions and duties implied by law relating to fitness, quality or adequacy are excluded to the fullest extent permitted by law.

14. General

14.1 The Buyer agrees to indemnify and keep indemnified H. Roberts against any and all losses, proceedings, lost profits, damages, awards, expenses, claims, costs (including increased administration costs and legal costs on a full indemnity basis), actions and any other losses and/or liabilities suffered by H.Roberts and arising from or due to any breach of contract, any tortuous act and/or omission and/or any breach of statutory duty by the Buyer.

14.2 No waiver by H. Roberts of any breach of this Contract shall be considered as a waiver of any subsequent breach of the same provision or any other provision.

14.3 H. Roberts shall have no Liability to the Buyer for any delay in performance of this Contract to the extent that such delay is due to any events outside H. Roberts reasonable control including but not limited to acts of God, war, flood, fire, labour disputes, subcontractor delays, shortages of stock and/or raw materials, strikes, lock-outs, riots, civil commotion, malicious damage, explosion, governmental actions and any other similar events. If H. Roberts is affected by any such event then time for performance shall be extended for a period equal to the period that such event or events delayed such performance.

14.4 The Buyer shall not assign its interest in the Contract (or any part) without the written consent of H.Roberts.

14.5 All third party rights are excluded and no third party shall have any right to enforce this Contract.

14.6 This Contract is governed by and interpreted in accordance with English law and the parties agree to submit to the non- exclusive jurisdiction of the English courts