BASE HANDLING PRODUCTS LIMITED TERMS AND CONDITIONS

(ATTENTION IS DRAWN TO CLAUSE 10)

1. Definitions and interpretation
   1. In these Conditions the following definitions apply:

      
      

      Business Day	means a day other than a Saturday, Sunday or bank or public holiday when banks generally are open for non-automated business in England and Wales
      Conditions	means the Supplier’s terms and conditions of sale set out in this document
      Confidential Information	means any commercial, financial or technical information, information relating to the Deliverables, plans,  know-how or trade secrets which is obviously confidential or has been identified as such, or which is developed by the Customer in performing its obligations under, or otherwise pursuant to the Contract
      Contract	means the agreement between the Supplier and the Customer for the sale and purchase of the Deliverables incorporating these Conditions and the Order
      Customer	means the person who purchases the Deliverables from the Supplier and whose details are set out in the Order
      Deliverables	means the Goods or Services or both as the case may be
      Force Majeure	means an event or sequence of events beyond any party’s reasonable control (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements) preventing or delaying it from performing its obligations under the Contract including an act of God, fire, flood, lightning, earthquake or other natural disaster; war, riot or civil unrest; interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service; or material required for performance of the Contract; strike, lockout or boycott or other industrial action including strikes or other industrial disputes involving the Supplier’s or its suppliers’ workforce, but excluding the Customer’s inability to pay or circumstances resulting in the Customer’s inability to pay
      Goods	means the goods and related accessories, spare parts and documentation and other physical material set out in the Order or understood by the parties to be included in the Goods and to be supplied by the Supplier to the Customer
      Intellectual Property Rights	means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in confidential information, rights to sue for passing off, domain names and all similar rights and, in each case: (a) whether registered or not (b) including any applications to protect or register such rights (c) including all renewals and extensions of such rights or applications (d) whether vested, contingent or future (e) to which the relevant party is or may be entitled, and (f) in whichever part of the world existing;
      Location	means the address for delivery of the Goods and performance of the Services as set out in the Order;
      Order	means the Customer's order for the Deliverables in substantially the same form as set out ;  quotation, Purchase Order, Detailed General Arrangement drawing and all additional documentation issued between the Supplier and the Customer.
      Price	has the meaning given in clause 3.1
      Services	means the services set out in the Order and to be supplied by the Supplier to the Customer;
      Specification	means the description or specification of the Deliverables set out or referred to in the Order;
      Supplier	means BASE HANDLING PRODUCTS LIMITED registered number 4325394 whose registered address is 1 High Street Crickhowell, NP8 1BD, address for all correspondence is Unit C & D Roseheyworth Business Park North, Abertillery, NP13 1SX
      VAT	means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Deliverables.

   2. In these Conditions, unless the context otherwise requires:
      1. a reference to the Contract includes these Conditions, the Order, and their respective schedules, appendices and annexes (if any);
      2. any clause, schedule or other headings in these Conditions are included for convenience only and shall have no effect on the interpretation of these Conditions;
      3. a reference to a ‘party’ means either the Supplier or the Customer and includes that party’s personal representatives, successors and permitted assigns;
      4. a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
      5. a reference to a ’company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;
      6. a reference to a gender includes each other gender;
      7. words in the singular include the plural and vice versa;
      8. any words that follow 'include', 'includes', 'including', ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
      9. a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form.
      10. a reference to legislation is a reference to that legislation as in force at the date of the Contract OR amended, extended, re-enacted or consolidated from time to time except to the extent that any such amendment, extension or re-enactment would increase or alter the liability of a party under the Contract; and
      11. a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.
2. Application of these Conditions
   1. These Conditions apply to and form part of the Contract between the Supplier and the Customer. They supersede any previously issued terms and conditions of purchase or supply.
   2. No terms or conditions endorsed on, delivered with, or contained in the Customer's purchase conditions, order, confirmation of order, specification or other document shall form part of the Contract except to the extent that the Supplier otherwise agrees in writing.
   3. No variation of these Conditions or to an Order or to the Contract, shall be binding unless expressly agreed in writing.
   4. Any quotation provided by the Supplier to the Customer are invitations to treat only and do not form a Contract, a quotation is valid for a period of 60 days, after which time it will automatically lapse and be withdrawn. The Supplier can withdraw any quotation at anytime once issued.
   5. Each Order by the Customer to the Supplier shall be an offer to purchase the Deliverables subject to these Conditions.
   6. Marketing and other promotional material relating to the Deliverables are illustrative only and do not form part of the Contract.
3. Price
   1. The price for the Deliverables shall be as set out in the Order or as agreed in writing between the Supplier and the Customer.
   2. The Prices are exclusive of:
      1. packaging, delivery, insurance, or describe relevant elements of the services which are not included in the standard price which shall be charged in addition at the Supplier’s standard rates, and
      2. VAT.
   3. The Customer shall pay any applicable VAT to the Supplier on receipt of a valid VAT
4. Payment
   1. The Supplier shall invoice the Customer for the Deliverables at any time before during and after delivery or performance (as the case may be) of the Deliverables.
   2. The Customer shall pay all invoices:
      1. in full without deduction or set-off, as agreed in the Order and further specified on the invoice.
      2. to the bank account nominated by the Supplier.
   3. Time of payment is of the essence. Where sums due under these Conditions are not paid in full by the due date:
      1. the Supplier may, without limiting its other rights, charge interest on such sums at 4% a year above the base rate of Natwest from time to time in force, and
      2. interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment.
5. Delivery and performance
   1. The Goods shall be delivered by the Supplier to the Location on the date(s) specified in the Order. The Goods shall be deemed delivered by the Supplier only on completion of unloading of the Goods at the Location.

   The Services shall be performed by the Supplier at the Location on the date<(s) specified in the Order. The Services shall be deemed delivered by the Supplier only on completion of the performance of the Services at the Location.

   2. The Supplier may deliver or perform the Deliverables in instalments. Any delay in performance or defect in an instalment shall not entitle the Customer to cancel any other instalment.
   3. Each delivery or performance of the Deliverables shall be accompanied by a delivery note stating:
      1. the date of the Order;
      2. the relevant Customer and Supplier details;
      3. if Goods, the product numbers and type and quantity of Goods in the consignment;
      4. if Services, the category, type and quantity of Services performed;
      5. any special instructions, handling and other requests; and
   4. Time is not of the essence in relation to the performance or delivery of the Deliverables. The Supplier shall use its reasonable endeavours to meet estimated dates for delivery and performance, but any such dates are approximate only.
   5. The Supplier shall not be liable for any delay in or failure of performance caused by:
      1. the Customer's failure to: (i) make the Location available, (ii) prepare the Location, (iii) provide the Supplier with adequate instructions for performance or delivery;
      2. Force Majeure
6. Risk

   Risk in the Goods shall pass to the Customer on Delivery or on Customer collection.

7. Title
   1. Title to the Goods shall pass to the Customer once the Supplier has received payment in full and cleared funds for the Goods.
   2. Until title to the Goods has passed to the Customer, the Customer shall:
      1. hold the Goods as bailee for the Supplier;
      2. store the Goods separately from all other material in the Customer's possession;
      3. take all reasonable care of the Goods and keep them in the condition in which they were delivered;
      4. insure the Goods from the date of delivery: (i) with a reputable insurer (ii) against all risks (iii) for an amount at least equal to their Price (iv) noting the Supplier's interest on the policy;
      5. ensure that the Goods are clearly identifiable as belonging to the Supplier;
      6. not remove or alter any mark on or packaging of the Goods;
      7. inform the Supplier immediately if it becomes subject to any of the events or circumstances set out in clauses 1.1 to 14.1.4 or 14.2.1 to 14.2.10 ; and
      8. on reasonable notice permit the Supplier to inspect the Goods during the Customer’s normal business hours and provide the Supplier with such information concerning the Goods as the Supplier may request from time to time.
   3. Notwithstanding clause 7.2, the Customer may use or resell the Goods in the ordinary course of its business until such time as it becomes aware or ought reasonably to have become aware that an event specified in clauses 14.1.1 to 14.1.4 or 14.2.1 to 14.2.10 has occurred or is likely to occur. If the Customer resells the Goods in accordance with clause 3, title to the Goods shall pass to the Customer immediately prior to the resale. If, at any time before title to the Goods has passed to the Customer, the Customer informs the Supplier, or the Supplier reasonably believes, that the Customer has or is likely to become subject to any of the events specified in clauses 1.1 to 14.1.4 or 14.2.1 to 14.2.10 the Supplier may:
      1. require the Customer at the Customer's expense to re-deliver the Goods to the Supplier; and
      2. if the Customer fails to do so promptly, enter any premises where the Goods are stored and repossess them.
8. Warranty
   1. The Supplier warrants that, for a period of 12 months from delivery in the UK (the Warranty Period), the Deliverables shall:
      1. conform in all material respects to any sample, their description and to the Specification;
      2. be free from material defects in design, material and workmanship;
      3. if Goods, be of satisfactory quality within the meaning of the Sale of Goods Act 1979; and
      4. if Services, be supplied with reasonable care and skill within the meaning of the Supply of Goods and Services Act 1982, Part II, s 13;
   2. The Customer warrants that it has provided the Supplier with all relevant, full and accurate information as to the Customer’s business and needs.
   3. The Supplier shall, at its option, correct, repair, remedy, re-perform or refund the Deliverables that do not comply with clause 9, provided that the Customer:
      1. serves a written notice on Supplier not later than 10 Business Days from delivery or performance in the case of defects discoverable by a physical inspection, or within a reasonable period of time from delivery or performance in the case of latent defects;
      2. such notice specifies that some or all of the Deliverables do not comply with clause 1 and identifying in sufficient detail the nature and extent of the defects; and
      3. gives the Supplier a reasonable opportunity to examine the claim of the defective Deliverables.
   4. The provisions of these Conditions shall apply to any Deliverables that are corrected, repaired, remedied or re-performed with effect from delivery or performance of those Deliverables.
   5. Except as set out in this clause 9:
      1. the Supplier gives no warranty and makes no representations in relation to the Deliverables; and
      2. shall have no liability for their failure to comply with the warranty in clause 9.1,

         and all warranties and conditions (including the conditions implied by ss 12–16 of the Supply of Goods and Services Act 1982 and ss 13–15 of the Sale of Goods Act 1979), whether express or implied by statute, common law or otherwise are excluded to the extent permitted.

      3. shall have no liability if the Customer continues to use the Deliverables after notice under 8.3.1. has been provided.
      4. shall have no liability if the Customer has failed to follow the Suppliers oral or written instructions as to the installation, commissioning, use or maintenance.
      5. shall have no liability if the Customers alters or has repairs carried out to the Deliverables without the written consent of the Supplier
9. Indemnity and insurance
   1. The Customer shall indemnify, and keep indemnified, the Supplier from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by the Supplier as a result of or in connection with the Customer’s breach of any of the Customer’s obligations under the Contract.
   2. The Customer shall have in place contracts of insurance with reputable insurers incorporated in the United Kingdom to cover its obligations under the Contract. On request, the Customer shall supply so far as is reasonable evidence of the maintenance of the insurance and all of its terms from time to time applicable.
10. Limitation of liability
    1. The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 13.
    2. Subject to clauses 5 and 13.6, the Supplier’s total liability shall not exceed the sum of the Order.
    3. Subject to clauses 5 and 13.6, the Supplier shall not be liable for consequential, indirect or special losses.
    4. Subject to clauses 5 and 13.6, the Supplier shall not be liable for any of the following (whether direct or indirect):
       1. loss of profit;
       2. loss or corruption of data;
       3. loss of use;
       4. loss of production;
       5. loss of contract;
       6. harm to reputation or loss of goodwill.
    5. The limitations of liability set out in clauses 2 to 13.4 shall not apply in respect of any indemnities given by either party under the Contract.
    6. Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:
       1. death or personal injury caused by negligence;
       2. fraud or fraudulent misrepresentation;
       3. any other losses which cannot be excluded or limited by applicable law;
11. Intellectual property
    1. The Supplier shall indemnify the Customer from and against any losses, damages, liability, costs and expenses (including reasonable professional fees) incurred by it as a result of any action, demand or claim that use of the Deliverables infringes the Intellectual Property Rights of any third party (IPR Claim), provided that the Supplier shall have no such liability if the Customer:
       1. does not notify the Supplier in writing setting out full details of any IPR Claim of which it has notice as soon as is reasonably possible;
       2. makes any admission of liability or agrees any settlement or compromise of the relevant IPR Claim without the prior written consent of the Supplier;
       3. does not let the Supplier at its request and own expense have the conduct of or settle all negotiations and litigation arising from the IPR Claim at its sole discretion;
       4. does not take all reasonable steps to minimise the losses that may be incurred by it or by any third party as a result of the IPR Claim;
       5. does not, at the Supplier's request, provide the Supplier with all reasonable assistance in relation to the IPR Claim (at the Customer’s expense) including the provision of prompt access to any relevant premises, officers, employees, contractors or agents of the Customer.
    2. If any IPR Claim is made or is reasonably likely to be made, the Supplier may at its option:
       1. procure for the Customer the right to continue receiving the benefit of the relevant Deliverables; or
       2. modify or replace the infringing part of the Deliverables so as to avoid the infringement or alleged infringement, provided the Deliverables remain in material conformance to their Specification.
    3. The Supplier's obligations under clause 1 shall not apply to Deliverables modified or used by the Customer other than in accordance with the Contract or the Supplier’s instructions. The Customer shall indemnify the Supplier against all losses, damages, liability, costs and expenses (including reasonable legal fees) incurred by the Supplier in connection with any claim arising from such modification or use.
    4. The Supplier shall own all present and future right, title and interest, without limitation, to all intellectual property rights including inventions, patents, designs, copyright and corresponding property rights under the laws of any jurisdiction, they shall be the sole and exclusive property of the Supplier.
12. Confidentiality and announcements
    1. The Customer shall keep confidential all Confidential Information of the Supplier and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:
       1. any information which was in the public domain at the date of the Contract;
       2. any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;
       3. any information which is independently developed by the Customer without using information supplied by the Supplier; or
       4. any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract.
    2. This clause shall remain in force for a period of 5 years from the date of the Contract and, if longer, 3 years after termination of the Contract.
    3. The Customer shall not make any public announcement or disclose any information regarding the Contract, except to the extent required by law or regulatory authority.
13. Force Majeure
    1. A party shall not be liable if delayed in or prevented from performing its obligations due to Force Majeure, provided that it:
       1. promptly notifies the other of the Force Majeure event and its expected duration; and
       2. uses best endeavours to minimise the effects of that event.
    2. If, due to Force Majeure, a party:
       1. is or shall be unable to perform a material obligation; or
       2. is delayed in or prevented from performing its obligations for a total of more than 60 days in any consecutive period of 180 days;

    the other party may, within 14 days, terminate the Contract on immediate notice.

14. Termination
    1. The Supplier may terminate the Contract or any other contract which it has with the Customer at any time by giving notice in writing to the Customer if:
       1. the Customer commits a material breach of the Contract and such breach is not remediable;
       2. the Customer commits a material breach of the Contract which is not remedied within 14 days of receiving written notice of such breach;
       3. the Customer has failed to pay any amount due under the Contract on the due date and such amount remains unpaid within 14 days after the Supplier has given notification that the payment is overdue; or
       4. any consent, licence or authorisation held by the Customer is revoked or modified such that the Customer is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled.
    2. The Supplier may terminate the Contract at any time by giving notice in writing to the Customer if the Customer:
       1. stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;
       2. is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the Supplier reasonably believes that to be the case;
       3. becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;
       4. has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;
       5. has a resolution passed for its winding up;
       6. has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;
       7. is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within 7 days of that procedure being commenced;
       8. has a freezing order made against it;
       9. is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title in those items;
       10. is subject to any events or circumstances analogous to those in clauses 2.1 to 14.2.9 in any jurisdiction;
    3. The Supplier may terminate the Contract at any time by giving not less than 2 weeks’ notice in writing to the Customer if the Customer undergoes a change of control
    4. If the Customer becomes aware that any event has occurred, or circumstances exist, which may entitle the Supplier to terminate the Contract under this clause 14, it shall immediately notify the Supplier in writing.
    5. Termination or expiry of the Contract shall not affect any rights and liabilities of the Supplier at any time up to the date of termination.
15. Dispute resolution
    1. Any dispute arising between the parties out of or in connection with the Contract shall be dealt with in accordance with the provisions of this clause 15.
    2. The dispute resolution process may be initiated at any time by either party serving a notice in writing on the other party that a dispute has arisen. The notice shall include reasonable information as to the nature of the dispute.
    3. The parties shall use all reasonable endeavours to reach a negotiated resolution through the following procedures:
       1. Within 14 days of service of the notice, the contract managers of the parties shall meet to discuss the dispute and attempt to resolve it.
       2. If the dispute has not been resolved within 14 days of the first meeting of the contract managers], then the matter shall be referred to the managing directors (or persons of equivalent seniority). The managing directors (or equivalent) shall meet within 14 days to discuss the dispute and attempt to resolve it.
    4. The specific format for the resolution of the dispute under clause 3.1 and, if necessary, clause 15.3.2 shall be left to the reasonable discretion of the parties, but may include the preparation and submission of statements of fact or of position.
    5. If the dispute has not been resolved within 14 days of the first meeting of the managing directors (or equivalent) under clause 3.2 then the matter shall be referred to mediation in accordance with the London Court of International Arbitration Mediation Rules.
    6. Until the parties have completed the steps referred to in clauses 3 and 15.5, and have failed to resolve the dispute, neither party shall commence formal legal proceedings or arbitration except that either party may at any time seek urgent interim relief from the courts or emergency arbitrator relief.
16. Notices
    1. Any notice or other communication given by a party under these Conditions shall:
       1. be in writing and in English;
       2. be signed by, or on behalf of, the party giving it and
       3. be sent to the relevant party at the address set out in the Contract
    2. Notices may be given, and are deemed received:
       1. by hand: on receipt of a signature at the time of delivery;
       2. by Royal Mail Recorded Signed For post: at 9.00 am on the 2nd Business Day after posting;
       3. by Royal Mail International Tracked & Signed post: at 9.00 am on the 5th Business Day after posting; and
       4. by fax: on receipt of a transmission report from the correct number confirming uninterrupted and error-free transmission ; and OR .
       5. by email provided confirmation is sent by first class post: on receipt of a delivery OR read receipt email from the correct address..
    3. All references to time are to the local time at the place of deemed receipt.
    4. This clause does not apply to notices given in legal proceedings or arbitration.
17. Cumulative remedies

    The rights and remedies provided in the Contract for the Supplier only are cumulative and not exclusive of any rights and remedies provided by law.

18. Time

    Unless stated otherwise, time is of the essence for any date or period specified in the Contract in relation to the Customer’s obligations only.

19. Entire agreement
    1. The parties agree that the Contract and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
    2. or any documents entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contractor any documents entered into pursuant to it. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.
    3. Nothing in these Conditions purports to limit or exclude any liability for fraud.
20. Variation

    No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these Conditions and is duly signed or executed by, or on behalf of, the Supplier.

21. Assignment
    1. The Customer may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without the Supplier’s prior written consent
    2. Notwithstanding clause 1, the Customer may perform any of its obligations and exercise any of its rights granted under the Contract through any Affiliate provided that it gives the Supplierprior written notice of such subcontracting or assignment including the identity of the relevant Affiliate. The Customer acknowledges and agrees that any act or omission of its Affiliate in relation to the Customer’s rights or obligations under the Contract shall be deemed to be an act or omission of the Customer itself
22. Set off

    The Customer shall pay all sums that it owes to the Supplier under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.

23. Severance

    If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.

24. Waiver

    No failure, delay or omission by the Supplier in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

25. Compliance with law

    The Customer shall comply with all laws, enactments, regulations, regulatory policies, guidelines and industry codes applicable to it and shall maintain such authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract.

26. Conflicts within contract

    If there is a conflict between the terms contained in the Conditions and the terms of the Order.

27. Third party rights

    A person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.

28. Governing law

    The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.

29. Jurisdiction

    The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).