1. Interpretation

1.1 In these Conditions:

‘CUSTOMER’ means the person who accepts a quotation of the Supplier for the sale of the Goods or whose order for the Goods is accepted by the Supplier or to whom the Supplier has agreed to provide the Service

‘CONDITIONS’ means these terms and conditions and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Customer and the Supplier.

‘CONTRACT’ means the contract for the purchase and sale of the Goods and/or for the provision of the Service.

‘DOCUMENT’ includes, in addition to a document in writing, any map, plan, graph, drawing or photograph, any film, negative, tape or other device embodying visual images and any disc, tape or other device embodying any other data.

‘INPUT MATERIAL’ means any Documents or other materials, and any data or other information provided by the Supplier relating to the Service or relating to the manufacture of or any process to be applied to the Goods.

‘OUTPUT MATERIAL’ means any Documents or other materials, and any data or other information provided by the Supplier relating to the goods and/or the Service.

‘SPECIFICATION SHEET’ means the document in which the services to be supplied by the Supplier are specified.

‘SERVICE’ means the service to be provided by the Supplier for the Client and referred to in the Specification Sheet

‘GOODS’ means the goods (including any instalment of the goods or any parts for them) which the Supplier is to supply in accordance with these Conditions

‘SUPPLIER’ means GRP Systems Limited T/A Relinea whose registered office is at 14 Crosshill Road, Crumlin, County Antrim, BT29 4BQ (NI 053745)

‘WRITING’ includes telex, cable, facsimile transmission and comparable means of communication.

1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.

2. Basis of the sale and/or supply

2.1 The Supplier shall sell and the Customer shall purchase the Goods in accordance with any written quotation of the Supplier which is accepted by the Customer, or any written order of the Customer which is accepted by the Supplier and/or Supplier shall provide the Service to the Customer in accordance with the Specification Sheet and otherwise in accordance with the Suppliers current published literature relating to the Service subject in each case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Customer.

2.2 No variation to these Conditions or the Contract shall be binding unless agreed in Writing between the authorised representatives of the Customer and the Supplier.

2.3 The Supplier’s employees or agents are not authorised to make any representations concerning the Goods or the Service unless confirmed by the Supplier in Writing. In entering into the Contract the Customer acknowledges that it does not rely on any such representations which are not so confirmed.

2.4 Any advice or recommendation given by the Supplier or its employees or agents to the Customer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by the Supplier is followed or acted upon entirely at the Customer’s own risk, and accordingly the Supplier shall not be liable for any such advice or recommendation which is not so confirmed.

2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, order acknowledgement, acceptance of offer, invoice, delivery note or other document or information issued by the Supplier shall be subject to correction without any liability on the part of the Supplier.

3. Orders and specifications

3.1 No order submitted by the Customer shall be deemed to be accepted by the Supplier unless and until confirmed in Writing by the Supplier’s authorised representative.

3.2 The Customer shall be responsible to the Supplier for ensuring the accuracy of the terms of any order (including any Input Material) submitted by the Customer, and for giving the Supplier any necessary information relating to the Goods and/or Services within a sufficient time to enable the Supplier to perform the Contract in accordance with its terms. The Customer shall ensure the accuracy of all Input Material.

3.3 The Customer shall at its own expense retain duplicate copies of all Input Material and insure against its accidental loss or damage. The Supplier shall have no liability for any such loss or damage, however caused. All Output Material shall be at the sole risk of the Customer from the time of delivery to or to the order of the Customer.

3.4 The quantity, quality and description of and any specification for the Goods shall be those set out in the Supplier’s quotation (if accepted by the Customer) or the Customer’s order (if accepted by the Supplier).

3.5 The property and any copyright or other intellectual property rights in:

3.5.1 Any Input Material shall belong to the Customer

3.5.2 Any Output Material shall, unless otherwise agreed in writing between the Customer and the Supplier, belong to the Supplier, subject only to the right of the Customer to use the Output Material for the purposes of utilising the Goods and/or the Service.

3.6 Any Input Material or other information provided by the Customer which is so designated by the Customer shall be kept confidential by the Supplier, and all Output Material or other information provided by the Supplier which is so designated by the Supplier shall be kept confidential by the Customer; but the foregoing shall not apply to any Documents or other materials, data or other information which are public knowledge at the time when they are so provided by either party.

3.7 The Customer shall indemnify the Supplier against all loss, damages, costs and expenses awarded against or incurred by the Supplier in connection with or paid or agreed to be paid by the Supplier in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Supplier’s use of the Input Material

3.8 The Supplier reserves the right to make any changes in the specification of the Goods and/or the Service which are required to conform with any applicable statutory or EC requirements or which do not materially affect their nature or quality.

3.9 No order which has been accepted by the Supplier may be cancelled by the Customer except with the agreement in Writing of the Supplier and on terms that the Customer shall indemnify the Supplier in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Supplier as a result of cancellation.

4. Price of the Goods and/or Service

4.1 The price of the Goods and/or Service shall be the Supplier’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Supplier’s published price list current at the date of acceptance of the order. The Customer shall pay any additional sums which, in the Supplier’s sole discretion, are required as a result of the Customer’s instructions or lack of instructions, the inaccuracy of any Input Material or any other cause attributable to the Customer. Where the Goods are supplied for export from the United Kingdom, the Supplier’s published export price list shall apply. All prices quoted are valid for 30 days only or until earlier acceptance by the Customer, after which time they may be altered by the Supplier without giving notice to the Customer.

4.2 Except as otherwise stated under the terms of any quotation or in any price list of the Supplier, and unless otherwise agreed in Writing between the Customer and the Supplier, all prices are given by the Supplier on an ex works basis, and where the Supplier agrees to deliver the Goods otherwise than at the Supplier’s premises, the Customer shall be liable to pay the Supplier’s charges for transport, packaging and insurance.

4.3 The price is exclusive of any applicable value added tax, which the Customer shall be additionally liable to pay to the Supplier.

4.4 The cost of pallets and returnable containers will be charged to the Customer in addition to the price of the Goods, but full credit will be given to the Customer provided they are returned undamaged to the Supplier before the due payment date.

5. Terms of payment

5.1 Subject to any special terms agreed in Writing between the Customer and the Supplier, the Supplier shall be entitled to invoice the Customer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Customer or the Customer wrongfully fails to take delivery of the Goods, in which event the Supplier shall be entitled to invoice the Customer for the price at any time after the Supplier has notified the Customer that the Goods are ready for collection or (as the case may be) the Supplier has tendered delivery of the Goods.

5.2 The Supplier shall be entitled to invoice the Customer for the price of the Service following the end of each month in which the Service is provided.

5.3 The Customer shall pay the price of the Goods and/or Service within 30 days of the date of the Supplier’s invoice (unless indicated otherwise in the Acknowledgement), and the Supplier shall be entitled to recover or sue for the price or the Goods and/or Services, not withstanding that delivery may not have taken place and the property in the Goods has not passed to the Customer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.

5.4 If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to:

5.4.1 Cancel the contract or suspend any further deliveries of Goods or the provision of any further Services to the Customer;

5.4.2 Appropriate any payment made by the Customer to such of the Goods or Services (or the goods or services supplied under any other contract between the Customer and Supplier) as the Supplier may think fit (notwithstanding any purported appropriation by the Customer); and

5.4.3 Charge the Customer interest (both before and after any judgement) on the amount unpaid, at the rate of five per cent per annum above First Trust Bank base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).

6. Delivery and Supply

6.1 Delivery of the Goods shall be made by the Customer collecting the Goods at the Supplier’s premises at any time after the Supplier has notified the Customer that the Goods are ready for collection or, if some other place for delivery is agreed by the Supplier, by the Supplier delivering the Goods to that place.

6.2 Any dates quoted for delivery of the Goods or supply of the Service are approximate only and the Supplier shall not be liable for any delay in delivery of the Goods or supply of the Service however caused. Time for delivery of the Goods or supply of the Service shall not be of the essence of the Contract unless previously agreed by the Supplier in writing. The Goods may be delivered or the Service provided by the Supplier in advance of the quoted delivery date upon giving reasonable notice to the Customer.

6.3 Where delivery of the Goods is to be made by the Supplier in bulk, the Supplier reserves the right to deliver up to five per cent more or five per cent less than the quantity ordered without any adjustment in the price, and the quantity so delivered shall be deemed to be the quantity ordered.

6.4 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Supplier to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as a whole as repudiated.

6.5 If the Supplier fails to deliver the Goods (or any instalment) or to provide the Service for any reason other than any cause beyond the Supplier’s reasonable control or the Customer’s fault, and the Supplier is accordingly liable to the Customer, the Supplier’s liability shall be limited to the excess (if any) of the cost to the Customer (in the cheapest available market) of similar goods or Services to replace those not delivered or supplied over the price of the Goods or Service.

6.6 If the Customer fails to take delivery of the Goods or fails to give the Supplier adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Customer’s reasonable control or by reason of the Supplier’s fault) then, without prejudice to any other right or remedy available to the Supplier, the Supplier may:

6.6.1 Store the goods until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage; or

6.6.2 Sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the price under the Contract or charge the Customer for any shortfall below the price under the Contract.

7. Risk and Property

7.1 Risk of damage to or loss of the Goods shall pass to the Customer:

7.1.1 In the case of Goods to be delivered at the Supplier’s premises, at the time when the Supplier notifies the Customer that the Goods are available for collection; or

7.1.2 In the case of Goods to be delivered otherwise than at the Supplier’s premises, at the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, the time when the Supplier has tendered delivery of the Goods.

7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Customer until the Supplier has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Supplier to the Customer for which payment is then due.

7.3 Until such time as the property in the Goods passes to the Customer, the Customer shall hold the Goods as the Supplier’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as the Supplier’s property, but the Customer shall be entitled to resell or use the Goods in the ordinary course of its business and the Supplier shall be entitled to seek a court injunction to prevent the Customer from selling, transferring or otherwise disposing of the property

7.4 Until such time as the property in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold) the Supplier shall be entitled at any time to require the Customer to deliver up the Goods to the Supplier and, if the Customer fails to do so forthwith, the Supplier or any of its agents or authorised representatives shall be entitled to without notice enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods.

7.5 Where the Supplier recovers possession of the Goods in which title has not yet passed to the Customer, such recovery of possession shall be without prejudice to the rights of the Supplier to sue for the purchase price of Goods and Services.

7.6 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Supplier, but if the Customer does so all moneys owing by the Customer to the Supplier shall (without prejudice to any other right or remedy of the Supplier) forthwith become due and payable.

8. Warranties and liability

8.1 Save to the extent that the Goods and/or the Service are expressly warranted by the Supplier and subject as expressly provided in these Conditions, and except where the Goods are sold or the Service is supplied to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

8.2 Where the Goods are sold or the Service is supplied under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Customer are not affected by these Conditions.

8.3 Any claim by the Customer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Customer) be notified to the Supplier within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Customer does not notify the Supplier accordingly, the Customer shall not be entitled to reject the Goods and the Supplier shall have no liability for such defect or failure, and the Customer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.

8.4 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Supplier in accordance with these Conditions, the Supplier shall be entitled to replace the Goods (or the part in question) free of charge or, at the Supplier’s sole discretion, refund to the Customer the price of the Goods (or a proportionate part of the price), but the Supplier shall have no further liability to the Customer.

8.5 The Supplier shall have no liability to the Customer for any loss, damage, costs, expenses or other claims for compensation arising from any Input Material or instructions supplied by the Supplier which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Customer

8.6 Except in respect of death or personal injury caused by the Supplier’s negligence, the Supplier shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Supplier, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Customer and/or the supply of the Service, and the entire liability of the Supplier under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Conditions.

8.7 The Supplier shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, the Service or any part of it or any of the Supplier’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Supplier’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Supplier’s reasonable control:

8.6.1 Act of God, explosion, flood, tempest, fire or accident;

8.6.2 War or threat of war, sabotage, insurrection, civil disturbance or requisition;

8.6.3 Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;

8.6.4 Import or export regulations or embargoes;

8.6.5 Strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Supplier or of a third party);

8.6.6 Difficulties in obtaining raw materials, labour, fuel, parts or machinery;

8.6.7 Power failure or breakdown in machinery.

9. Insolvency of Customer

9.1 This clause applies if:

9.1.1 The Customer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or

9.1.2 An encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer; or

9.1.3 The Customer ceases, or threatens to cease, to carry on business; or

9.1.4 The Supplier reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.

9.2 If this clause applies then, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to cancel the Contract or suspend any further deliveries of Goods or the provision of the Service under the Contract without any liability to the Customer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary. The goods shall remain the sole property of the Supplier until all monies outstanding have been paid in full as aforesaid and, in connection therewith, the Customer hereby irrevocably authorises the Company, its employees and/or any of its agents to enter the Customer’s premises (or any other premises where the Goods are or may be stored) at any time during normal business hours, and without further notice, in order to inspect and/or (where applicable) recover any such Goods.

10. Export terms

10.1 In these Conditions ‘Incoterms’ means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made. Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions, but if there is any conflict between the provisions of Incoterms and these Conditions, the latter shall prevail.

10.2 Where the Good are supplied for export from the United Kingdom, the provisions of this clause 10 shall (subject to any special terms agreed in writing between the Customer and the Supplier) apply notwithstanding any other provision of these Conditions.

10.3 The Customer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties on them.

10.4 Unless otherwise agreed in Writing between the Customer and the Supplier, the Goods shall be delivered fob the air or sea port of shipment and the Supplier shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.

10.5 The Customer shall be responsible for arranging for testing and inspection of the Goods at the Supplier’s premises before shipment. The Supplier shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.

10.6 Payment of all amounts due to the Supplier shall be made by irrevocable letter of credit opened by the Customer in favour of the Supplier and confirmed by a bank acceptable to the Supplier or, if the Supplier has agreed in Writing on or before acceptance of the Customer’s order to waive this requirement, by acceptance by the Customer and delivery to the Supplier of a bill of exchange drawn on the Customer payable 60 days after sight to the order of the Supplier at such branch of a bank acceptable to the Supplier as may be specified in the bill of exchange.

11. General

11.1 These Conditions (together with the terms, if any, set out in the Specification Sheet) constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in writing between the parties. All other terms and conditions express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.

11.2 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

11.3 No waiver by the Supplier of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.

11.4 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.

11.5 This Contract shall be considered a contract made in Northern Ireland and shall be governed in all respects by the law of Northern Ireland and the parties agree to submit to the non-exclusive jurisdiction of the Northern Ireland Courts as regards any claim or matter arising under this agreement.