“The Company” means DS Installations Limited trading as DS Installations or its successors in title or any subsidiary company thereof;

“The Customer” means the person, firm, company or corporation purchasing the goods;

“Goods” means the articles or things or any of them described in the order;

“Services” means work done, services supplied, goods installed whether or not in connection with or incidental to the supply of goods;

“Order” means an offer made by the customer for the manufacture and/or supply to it of goods by the company; ‘The price” means the price of the goods or services prevailing at the time of delivery or execution together with VAT thereon and also the cost of transporting the goods from the company’s works to the customer’s place of business and any insurance premium paid by the company on behalf of the customer;

“Due payment date” means a date expiring 30 days after the date of the invoice.

All quotations are made and all orders are accepted by the company subject to the following terms and conditions and no additions or variations shall be made or applied unless expressly agreed in writing between the company and the customer and no other printed or standard conditions shall be implied other than within the written terms and conditions.

All goods are sold subject to reasonable availability to the company of materials. The company reserves the right without notice to substitute materials, components and units other than those specified in the contract.

All services are rendered subject to the reasonable availability of personnel. The company reserves the right to sub-contract the fulfilment of any contract (either as a whole or in part). All specifications and drawings, all particulars of weights and dimensions and all forwarding specifications issued by the company are approximate only and do not form part of any contract.

(a) the company reserves the right to refuse any order.

(b) all orders must be accompanied by sufficient information to enable the company to proceed with the order.

(c) the customer shall inspect the goods or services immediately on their delivery or execution and shall within 14 days give notice in writing to the company of any matter or thing by reason of which the customer believes that the goods or services have not been delivered or executed in accordance with the Terms of the Contract. If the customer fails to give such notice, the goods or services shall in all respects be deemed to have been provided in accordance with the contract and the customer shall be bound to accept and pay for the goods or services in accordance with Clause 7 below.

Delivery shall be ex-works. The risk in the goods passes from the company to the customer ex-works. The mode of delivery shall be at the company’s discretion. The cost of delivery shall be payable by the customer unless agreement in writing is reached to the contrary. The company shall insure the goods against loss or damage in transit on behalf of the customer and at the customer’s cost. Any times quoted for delivery are to be treated as estimates only and the company shall not be liable in any manner whatsoever for failure to deliver within such quoted time.

All goods are sold at the prices ruling at the date of delivery and all services are rendered at the prices ruling at the date of execution. These may vary from those originally quoted or shown in the company’s price list.

Unless otherwise agreed payment shall be made within 30 days from the date of the 1nvo1ce for goods delivered or services received. If payment is not received by the company at the expiry of such period then, without prejudice to any other remedy available to the company, interest shall be chargeable at the rate of 3 per cent above the Bank of England’s base lending rate for the time being in force calculated on a day to day basis on the amount for the time being unpaid until such sums shall be paid in full. Time shall be the services as rendered but not so as to place any obligation upon the company to perform any services substantially different either by their nature or by their extent from those originally contracted to be performed.

(i) until such payment in full has been made:

(a) company’s place of business and at the customer’s expense;

(ii) the goods shall remain the property of the company until payment in full by the customer of the price has been made.

(iii) notwithstanding that the property, in the goods has not passed to the customer, the company reserves the right to sue for the price of such goods.

(a) where goods are delivered by instalments each instalment shall be treated as a separate contract.

(b) Each instalment shall be paid for, in accordance with Clause 7 hereof. All payments shall be made on the due payment date as a condition precedent to further deliveries.

(c) the failure of the company to deliver goods to the customer shall not entitle the customer to repudiate the contract unless Clause 18 hereof shall apply to such failure.

(d) where goods are delivered by instalments any defect in any one instalment shall not be sufficient grounds for the customer to refuse to accept delivery of the remaining instalments.

(a) the company’s liabilities, in respect of any defect ,n or failure of goods manufactured or services supplied by the company or for any loss or damage consequential or otherwise, is limited to replacement of the goods or rectification of the services which the customer proves are defective and being a defect which under proper use or conditions of storage, solely from faulty materials used by the company or defective workmanship of the company and which appears within a period of 3 calendar months after the goods or services found to be defective shall have been delivered or supplied to the customer provided the goods or services have been accepted by the customer and paid for. The company shall at its option give the customer a credit in respect of the goods or services found to be defective to the full price paid by the customer.

(b) w1th1n 48 hours of the customer discovering the defect in the goods or services the customer shall give to the company notice in writing of such defect(s), so as to enable the claim to be investigated at the earliest possible moment. The customer shall if requested by the company permit the company through its employees, servants or agents to have access to the goods claimed to be defective in order that the company may examine the goods and ascertain whether the customer’s claims that they are defective or have been defectively installed are justified. No liability shall attach to the company hereunder unless and until the procedure laid down in this Clause has been earned out.

(c) in all cases unless otherwise agreed in writing the goods deemed to be defective in accordance with sub-clause.

(b) above shall be returned immediately by the customer, carnage paid, to the company’s works and shall become the property of the company. The replacement goods shall be redelivered to the customer by the company free of charge.

(d) In the case of goods supplied but not manufactured by the company, the company’s sole responsibility shall be to give to the customer the same warranty as is given to the company by a supplier or sub-contractor provided that the company shall not be called upon to bear any liability or expense greater than the amount recovered from the supplier or sub-contractor.

(e) In all cases of services found to have been defectively rendered, unless otherwise the services as rendered but not so as to place any obligation upon the company to perform any services substantially different either by their nature or by their extent from those originally contracted to be performed.

(f) nothing herein shall impose any liability upon the company in respect of any loss, damage, consequential or otherwise in relation to or arising out of goods found to be defective or services found to have been defectively rendered or attributable directly or indirectly to the acts, omission, negligence or default of the customer or the customer’s servants or agents includ1ng any failure by the customer to comply with any technical advice offered by the company in accordance with sub-clause.

(g) where the company is under no contractual obligation to provide any technical advice or assistance as to the storage, handling, fitting or us of goods supplied, then, if the company provides any such technical advice or assistance, this shall be given entirely gratuitously and without expectation that such advice or assistance shall be relied upon.

If the company shall deliver to the customer a quantity of goods greater or less than ordered or goods different to those contracted to be sold, then the customer shall be obliged to accept delivery of a quantity of goods up to a maximum of the amount ordered and notify the company of any shortage or excess or the fact that they are different goods within 14 days of receipt. If the customer shall not so notify the company, the customer shall be deemed to have accepted all the goods delivered and to have waived any short­ age or difference.

Any conditions or warranties (whether expressed or implied by statute, common law or arising from conduct or a previous course of dealing or trade custom or usage) as to the quality or fitness of the goods or services for any particular purpose are expressly negated unless the customer has expressly made known to the company all particular purposes for which the goods or services are required and the company has expressly agreed to the goods being fa or services being rendered for such purposes.

Whether or not a contract for the sale of goods between the company and the customer is coupled with a contract for the installation of those goods, where such services are provided by the company the following additional conditions shall apply;

(a) the company shall be under no obligation to commence installation of any goods until the same shall have been paid for in full and until a proper te has been provided in accordance with sub-clause (b) below;

(b) the customer shall ensure:

(i) that the company has full and free access to the installation site at all times;

(ii) that the installation site shall be ready to accept installation;

(iii) that there shall be available at the installation te all facilities as shall be necessary to enable the installation to be carried out conveniently, expeditiously and above all safely, including but not limited to the provision of loading/unloading facilities, a suitable electrical power supply, fuel, scaffolding, ladders, tools, lifting equipment and protective clothing and any other specialised equipment and clothing which may be necessary; tools, equipment, clothing so provided are safe and

(iv) that such installation shall,

(a) the customer shall as fiduciary owner only on behalf of the company keep the goods separate from all other goods in his possession in such a manner that they shall be clearly identifiable as the company’s goods;

(b) the customer shall on the company’s request promptly inform the company of the goods whereabouts;

(c) the customer shall upon the company’s request deliver up the goods to the company at the without risk to the health and safety of the company’s employees or agents;

(v) that all reasonable assistance from the customer’s own personnel shall be afforded to the company’s employees or agents;

(c) in the event of non-compliance with sub-clause (b) above or persistent delay arising outside the control of the company at any time during the course of the installation the company may at its option treat the contract for installation as having been terminated, the company being entitled to reasonable payment for work carried out up until the date of termination;

(d) the customer shall indemnify the company against all loss or damage suffered or liability incurred by the company in connection with, arising out of such installation or from any non-compliance by the customer with any of its duties under the Health and Safety at Work etc. Act 1974 or any Statutory Amendment or Re-enactment thereof including that arising from unpreparedness and defects of the site other than those arising wholly from the company’s own negligence or that of any employee or sub­ contractor of the company;

(e) goods shall be deemed to be delivered ex-works notwithstanding that the company may have agreed to install them;

The company shall not be bound to carry out any work unspecified in the original contract for installation. Where, however, the customer requests either additional or incidental work to be carried out this work may be accepted by the company at its complete discretion and if so accepted such work shall be executed subject to the same terms and conditions as herein set out.

Any customer’s materials shall be delivered to the company’s business premises at the customer’s expense and at the customer’s risk and the company undertakes no responsibility for any loss or damage thereto.

If the customer shall:

(i) fail to perform any of its obligations hereunder; or

(ii) fail to make any payment on the due payment date; or

(iii) commit any act of bankruptcy or have a receiver appointed over its business under­ taking or enter into liquidation whether compulsory or voluntary (save for the purposes of amalgamation or reconstruction of a solvent limited company) or cease to trade or threaten to cease to trade or if the customer has any reason to have serious doubts as to the customer’s solvency then the company shall become entitled (without prejudice to, its other remedies in the terms of the contract) to suspend or cancel further performance of the contract.

In the event of any deliveries being suspended or delayed directly or indirectly on account of riot, Government Act or Regulation, fire, flood, explosion, strike, walkout, or pay dispute or any other event beyond the reasonable control of the company the period of the contract shall be correspondingly extended. If deliveries are suspended for 3 months or more the company or the customer may at its option exercisable by notice in writing to the other cancel the contract in respect of any goods which have not been dispatched for delivery to the customer at the date of such notice.

The contract shall in all respects be construed and operate as an English contract in accordance with English Law.