1. Scope of application

These General Terms and Conditions of Sale (GTC) form the basis of all our contracts for the delivery of goods. They apply to entrepreneurs, legal entities under public law and special funds under public law.

Our GTC apply exclusively. Conflicting or deviating terms and conditions shall only be binding if we expressly recognise them in writing.
 

2. Conclusion of the contract

Our offers as well as our details and information are subject to change and non-binding.

If an order confirmation is issued, this alone shall be decisive for the scope of our services. If no written order confirmation is issued, our quotation shall be authoritative.

Custom-made products, i.e. goods procured at the customer's request or manufactured in accordance with the customer's request, can no longer be cancelled after receipt of the order confirmation and are excluded from exchange and/or credit. Verbal collateral agreements shall only become an effective part of the contract if they are confirmed by us in writing.
 

3. Prices

Our prices are net in EUR ex works in Lüdenscheid excluding packaging, insurance and dispatch.

We calculate the prices in accordance with the price list valid for the individual product groups. The agreed price shall apply to customised products.

Our invoices are payable within ten days of the invoice date, unless otherwise agreed. This also applies to partial deliveries.

In the event that our performance is to be rendered later than eight weeks after conclusion of the contract, we shall be entitled to make a reasonable price adjustment of up to 10% in the event of a significant change in our processing costs, in particular in the event of a change in the costs of the materials to be processed by us, wages, freight rates, energy costs, taxes, customs duties, etc. We shall be entitled to make a reasonable price adjustment of up to 10%. If the change involves a price adjustment of more than 10 %, the customer is obliged to negotiate an appropriate price change with us. If a price adjustment does not materialise or if the negotiations fail, we shall be entitled to withdraw from the contract.

Offsetting is only possible with claims that are undisputed or have been recognised by declaratory judgement. The offsetting prohibition shall not apply if the counterclaim submitted for offsetting relates to the costs of remedying defects or completion.
 

4. Default of payment

We shall be entitled to demand interest on arrears from the due date at the statutory rate in accordance with Section 288 (2) of the German Civil Code. The assertion of further damages remains unaffected by this.
 

5. Delivery

Our deliveries are subject to change or after consultation with the customer. Delivery periods shall not commence until all details of execution have been clarified.

We shall choose the mode of despatch and packaging. This shall not apply if the customer has issued express instructions. Deviating agreements in text or written form are possible. Partial deliveries are permissible and will be invoiced separately.

Our delivery obligation is subject to timely and correct delivery to us. This shall not apply if we are responsible for the non-delivery. If it is foreseeable that the delivery cannot be made on time, we shall inform the customer of this in writing or text form and inform him of the reasons and the expected delivery time, insofar as this is possible for us. We shall only be in default of delivery if we have been unsuccessfully set a reasonable deadline for delivery, we are responsible for the reasons for non-delivery and the customer has rendered his performance in full.

The delivery period begins with the notification of readiness for dispatch or collection by us and is subject to the condition that the consideration has been provided. If acceptance is required, the notification of readiness for acceptance or the acceptance date shall be decisive.
 

6. Packaging

We reserve the right to choose the packaging unless expressly instructed to do so by the customer.

Transport packaging must be returned to us in accordance with the German Packaging Ordinance. If the packaging is not returned within three months of delivery of the goods, we will charge for it at cost price. Packaging that is not transport packaging will not be taken back.
 

7. Transfer of risk

The goods must be accepted immediately upon notification to the customer that they are ready for dispatch or collection. At this moment the risk is transferred to the customer.

In the case of self-collection, we are entitled, in the event that the customer has not collected the goods within three days of notification of readiness for collection, to dispatch or store the goods at our discretion at the customer's expense.
 

8. Warranty claims

The prerequisite for warranty claims against us is that the customer fulfils his obligations under § 377 HGB (German Commercial Code), so-called notice of defects. A notice of defects shall be deemed to have been made in good time if it is made within a period of five working days, calculated from receipt of the delivery by the customer or, in the case of hidden defects, from discovery. If the goods have been accepted by the customer or if a preliminary inspection has taken place, the notification of defects is excluded if the defect could have already been detected at this time.

If the notice of defect is not justified according to our inspection and the customer was aware of the non-existence of the defect at the time of the notice of defect or was mistaken about this due to negligence, the customer shall compensate us for the damage incurred. We shall charge a lump sum of EUR 100.00 in this respect. We reserve the right to claim further damages. The customer is entitled to prove to us that the reported defect does exist and/or that we have incurred lower inspection costs than the lump sum.

If the notice of defects is justified, we shall, at our discretion, either rectify the defect or supply a replacement. If the rectification of defects fails after the customer has set a reasonable deadline, the customer may, at his discretion, demand a reduction in price or cancellation of the contract. Cancellation is not possible in the case of only minor defects.

Warranty claims expire 24 months after the transfer of risk. They are not transferable.
 

9. Exclusion of warranty

Our warranty is excluded in cases of further processing, unsuitable or improper use, incorrect or improper assembly or commissioning by the customer or third parties, natural wear and tear, incorrect or negligent handling, the use of unsuitable equipment, the effects of chemical, electrochemical or electrical influences, unless we are responsible for these. Furthermore, the warranty is excluded if the order does not correspond to the state of the art and/or has been declared or discussed as risky by us or our vicarious agents on the basis of technical information. The exclusion of warranty shall not apply if we, our legal representatives or our vicarious agents cause the damage or defect wilfully or through gross negligence.
 

10. Liability

We shall not be liable for slightly negligent breaches of insignificant contractual obligations. In the case of other slightly negligent breaches of duty, our liability shall be limited to the foreseeable, contractually typical, direct average damage according to the type of goods. This also applies if our legal representatives or vicarious agents act with slight negligence. Claims for damages expire 12 months after the transfer of risk. This shall not apply in cases in which claims are asserted against us in accordance with the German Product Liability Act (ProdHaftG) or due to injury to life, limb or health.
 

11. Retention of title

We shall retain title to the delivered goods until all our claims against the customer arising from the business relationship have been fulfilled.

The customer is authorised to process or install the delivered goods. The processing shall be carried out for us. However, if the value of the goods belonging to us is less than the value of the goods not belonging to us and/or the processing, we shall acquire co-ownership of the new goods in the ratio of the value (gross invoice value) of the processed goods to the value of the other processed goods and/or the processing at the time of processing. Insofar as we do not acquire ownership of the new goods in accordance with the above, the customer shall grant us co-ownership of the new goods in the ratio of the value (gross invoice value) of the new goods belonging to the customer to that of the other processed goods at the time of processing. The above sentence shall apply accordingly in the event of inseparable mixing or combination. Insofar as we acquire ownership or co-ownership, the customer shall store the goods for us with the care of a prudent businessman.

In the event that the goods or the new goods are sold, the purchaser hereby assigns to us by way of security his claim against his customer arising from the resale, together with all ancillary rights, without the need for any further special declarations. The assignment shall apply including any balance claims. However, the assignment shall only apply to the amount corresponding to the price of the goods invoiced by us. The portion of the claim assigned to us shall be satisfied with priority.

Until revoked, the customer is authorised to collect the assigned claims. The customer shall immediately forward to us any payments made on the assigned claims up to the amount of the secured claim. In the event of justified interests, in particular in the event of default of payment, suspension of payment, opening of insolvency proceedings, protest of a bill of exchange or justified indications of over-indebtedness or imminent insolvency of the customer, we shall be entitled to revoke the customer's authorisation to collect. In addition, we may, after prior warning and subject to a reasonable period of notice, disclose the assignment by way of security, realise the assigned claims and demand that the customer disclose the assignment by way of security to its customers.

If a legitimate interest can be substantiated, the customer must provide us with the information required to assert its rights against the customer and hand over the necessary documents.

For the duration of the retention of title, the customer is prohibited from pledging the goods or assigning them as security. In the event of seizure, confiscation or other dispositions or interventions by third parties, the customer must inform us immediately. The resale of the goods or new goods is only permitted to resellers in the ordinary course of business and only under the conditions that payment of the equivalent value of the goods or new goods is made to the customer. The purchaser must also agree with the customer that the customer only acquires ownership upon this payment.

In the event of breaches of duty by the customer, in particular default in payment, we shall be entitled, even without setting a deadline, to demand the return of the goods or the new goods and/or - if necessary after setting a deadline - to withdraw from the contract; the customer shall be obliged to return the goods. The demand for the return of the goods or the new goods does not constitute a declaration of cancellation unless this is expressly declared by us.
 

12. Property rights & copyrights

The customer shall ensure that the customised products commissioned by him do not infringe the industrial property rights of third parties. If claims are asserted against us by third parties on the basis of the manufacture or delivery of the goods with the assertion of an infringement of property rights, the customer shall indemnify us against all claims. In such cases, we shall only conduct defence proceedings if the customer requests us to do so with a binding declaration of assumption of costs. We are entitled to demand security for the legal costs.
 

13. Force Majeure

In the event of force majeure, we are exempt from the obligation to perform for the duration and to the extent of the impact. Force majeure is any event beyond our control that hinders us, either partially or fully, from fulfilling our obligations. This includes, in particular, fire damage, flooding, and operational disruptions not caused by us, including labor disputes and strikes, as well as governmental administrative actions, supply difficulties, and other performance disturbances for which we are not responsible. We will promptly inform the other party about the occurrence and cessation of the force majeure and will make every effort to remedy the situation and limit its effects, insofar as this is possible for us. The information will be provided in written or text form, and in urgent cases, by phone. Together with the other party, we will coordinate the further course of action.
 

14. Insolvency

If the customer ceases to fulfill their obligations to deliver or pay, or if an application for the opening of insolvency proceedings is filed over their assets or rejected due to insufficient assets, or if insolvency proceedings are opened, we are entitled to withdraw from the contract for the portion that has not yet been fulfilled at that time.
 

15. Data Protection & IT Processing

The customer agrees that, for the purpose of processing the contractual relationship, the necessary data will be stored by us in electronic files, taking into account the requirements of statutory data protection.
 

16. Confidentiality

The customer agrees to keep confidential all business documents, financial and technical data, including samples or models (information), that become known to them during the term of the contract. We also agree to maintain confidentiality to the same extent. The obligation begins upon first knowledge and lasts for 36 months after the end of the business relationship. The obligation does not apply if the information becomes publicly known or generally accessible, or if the information was already known to the third party by verifiable means. Additionally, the obligation is lifted if a party is required to disclose the information due to legal regulations or an official administrative order.
 

17. Final Provisions

Verbal side agreements are only valid if they are confirmed by us in writing or in text form.

The exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is Lüdenscheid.

Should any provision in these terms and conditions be or become invalid, the validity and enforceability of the remaining clauses shall remain unaffected. The customer agrees to collaborate with us to find a substitute provision that is valid, enforceable, and suitable for the purpose of the order and for the protection of both parties' interests. § 139 of the German Civil Code (BGB) does not apply.

1. Definitions

1.1) The “Seller” means Schulte & Loughborough Electro Systems Ltd, a company registered under Company Number 01931138 and whose registered office is at Lennox House, Pierrepont Street, Bath BA1 1LB.

1.2) The “Buyer” means the person/company/organization who buys or agrees to buy Goods from the Seller.

1.3) The “Goods” means all the items which the Buyer agrees to buy from the Seller pursuant to an Order.

1.4) The “Order” means the Buyer’s order for Goods.


2. General

2.1) Orders are only accepted subject to the Terms & Conditions (“the Terms”) set out herein and the Seller shall not be bound by any other terms, written ,verbal or implied or which are conditions customary in the trade and whether contained in Buyer’s order forms or not.

2.2) The Terms shall apply unless expressly varied or otherwise agreed by the Seller in writing.

2.3) The Buyer shall be deemed to have accepted these Terms, and a binding contract shall come into existence, upon receipt by the Buyer of either (a) a written acknowledgement (an “Acknowledgement”) from the Seller that the Order has been processed or (b) an invoice from the Seller expressed to be a “Pro-forma Invoice”.


3. Payment Terms and Cancellation

3.1) The Buyer shall pay the invoice for the Goods in full and in cleared funds within 30 days of the date of the relevant invoice or Pro-forma Invoice.

3.2) Pro-forma Invoices must be settled before manufacture and the relevant Goods will only be delivered when the Seller has received payment in full and in cleared funds.

3.3) If the Buyer fails to make any payment to the Seller by the due date for payment, the Seller shall have the right to charge interest on the overdue amount at the rate of 4% per annum above the then current base rate of Barclays Bank plc accruing on a daily basis from the due date until the           date of actual payment, whether before or after judgment and compounding quarterly.

3.4) Payment shall be made to the bank account nominated in writing on the invoice and/or Pro-forma Invoice by the Seller. 3.5) The Buyer is not entitled to any refund should the Buyer cancel the Order after receipt of an Acknowledgment or Pro-forma Invoice from the Seller.

3.6) Should the Buyer cancel the Order at any time after receipt of an Acknowledgment or Pro-forma Invoice then the Buyer shall remain fully liable to make payment to the Seller for the full amount stated on the invoice for the Goods, together with any costs and interest which may be applicable from time to time.

3.7) The Seller has the right to discontinue delivery without notice if the Buyer defaults on making payment or if the circumstances warrant such discontinuance. The Seller also has the right to refuse credit terms to a Buyer for any reason.

3.8) The Buyer shall pay all amounts due under the contract and/or the Terms in full without any deduction or withholding except as required by law and the Buyer shall not be entitled to assert any credit, set-off or counterclaim against the Seller in order to justify withholding payment of any such amount in whole or in part.

3.9) The Seller may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Buyer against any amount payable by the Seller to the Buyer.


4. Prices, Placing Orders, Specification and Approval Drawings

4.1 Prices

Unless otherwise stated, the price is:-

4.1.1) as quoted and as stated on the Seller’s Acknowledgement or Pro-forma Invoice. The Seller reserves the right to invoice at the price ruling at the date of delivery;

4.1.2) Prices are valid for 60 days from the date of quotation;

4.1.3) “ex works” unless otherwise confirmed in writing;

4.1.4) exclusive of United Kingdom VAT. All prices are subject to VAT at the rate prevailing at the date of the invoice;

4.1.5) inclusive of any other United Kingdom taxes payable;

4.1.6) in GB pound sterling, unless otherwise agreed between the Buyer and the Seller;

4.1.7) exclusive of cost of delivery to such postal address as shall be specified by the Buyer in the Order. Cost of delivery and standard packaging suitable for the means of delivery shall be as quoted by the Seller.


4.2 Placing Orders

4.2.1) When placing an Order the Buyer must use the product reference(s) supplied. The Seller will not be held responsible for the wrong Goods being dispatched if incorrect product codes or descriptions were used by the Buyer and the Buyer shall remain responsible for the full price of any                   such Order.

4.2.2) The Buyer must provide in any Order the appropriate product reference (s), invoice address, delivery address, VAT number, net price and quantity of Goods ordered.


4.3 Specification drawings and approval signatures

4.3.1) Upon receipt of an Order of bespoke Goods, the Seller will issue to the Buyer a drawing of the agreed specification.

4.3.2) A copy of the agreed specification signed by the Buyer will be required for the Seller to manufacture the approved specification.



5. Risk and Delivery

5.1) Any dates quoted by the Seller for delivery of the Goods are approximate only and shall not form part of the contract. The Buyer acknowledges that in the performance expected of the Seller no regard has been paid to any quoted delivery dates.

5.2) Goods are delivered “ex works” on the date upon which the Seller notifies the Buyer that the Goods have been dispatched to the Buyer or are available for collection by the Buyer (or any agent of the buyer) at the Seller’s premises or any other delivery point agreed by the Seller.

5.3) For the avoidance of doubt, risk in the Goods passes to the Buyer at the moment such Goods leave the Seller’s premises.

5.4) The Seller shall not be liable for any penalty, loss, injury, damage or failure in delivery from any cause at all, nor shall any such delay or failure entitle the Buyer to refuse to accept any delivery or to repudiate the contract


6. Carriage

6.1) The current standard charge is £10.00, exclusive of VAT, for carriage and handling will be added to all invoices on Orders of under net £500.00 (exclusive of VAT) for deliveries within the United Kingdom mainland only.

6.2) Channel Islands, Isle of Man, Scottish Highlands and Eire will incur a separate delivery charge, to be discussed at the point of Order and confirmed in an Acknowledgement or Pro-forma Invoice.

6.3) Other charges may apply but will be discussed and agreed at the point of Order and confirmed in an Acknowledgement or Pro-forma Invoice.

6.4) Prices are valid for 60 days from the date of quotation.


7. Claims and Damages

7.1) The Buyer must notify the Seller in writing of any claims within two working days of delivery, otherwise responsibility cannot be accepted.

7.2) Subject to clause 14, the Seller’s liability shall be limited, at the Seller’s option, to replacing the Goods, repairing the Goods, or refunding the agreed price of the Goods.

7.3) Subject to the Seller’s warranty policy, agreed replacements for damaged Goods will be charged.

7.4) Credit will only be issued, on the return of the damaged Goods to the Seller, in the original packaging, in the same condition as the Goods were delivered to the Buyer, and once the cause of the damage has been assessed and agreed as the Seller’s responsibility.


8. Returns and Restocking (non Warranty issues)

8.1) If the Goods are agreed for a return or cancellation, the Buyer shall pay a handling or restocking charge to cover administration and inspection charges involved in reprocessing Goods back to stock.

8.2) The charge will be subject to variation without notice but is currently 25% of the invoiced value per unit of the Goods (excluding carriage and VAT costs).

8.3) Bespoke specified Goods and Goods which are not a standard stock line cannot be accepted for return unless otherwise agreed by the Seller.


9. Retention of Title

9.1) Notwithstanding delivery, title in the Goods shall not pass from the Seller until payment in full of the price of the Goods by the Buyer.

9.2) Until payment in full for the Goods, the Buyer shall hold the goods on a fiduciary basis as bailee for the Seller.

9.3) Whilst the Buyer has no legal right to dispose of Goods until title in the same has passed to the Buyer, in the event of the Buyer disposing of Goods to its customers in the ordinary course of business on “a bona fide sale without notice” basis, the Buyer shall hold the entire proceeds of sale or otherwise of such Goods in trust for the Seller until payment in full for those Goods.

9.4) Until payment in full for the goods the Buyer shall store the Goods separately from all other goods held by the Buyer so that they remain readily identifiable as the Seller’s property and maintain those Goods in satisfactory condition and keep them insured for their full price on behalf of the Seller.

9.5) Until payment in full for the Goods the Buyer hereby grants to the Seller the right to enter into any premises where the Goods are stored in order to re-possess or inspect them.


10. Suspension and termination on Breach and Insolvency

10.1) If the Buyer breaches any condition of this contract or these Terms, or exceeds any credit limit, or becomes subject to an administration order or becomes bankrupt or has a receiver appointed for or distress is levied on any part of its assets or business or goes into liquidation or makes any compositions with its creditors, the Seller shall be entitled at its absolute discretion and without prejudice to any other remedies available to the Seller (whether in respect of this contract or any other) to:

10.1.1) Suspend further performance of the contract for such time as the Seller shall deem fit and for that purpose stop any Goods in transit to the Buyer or in the course of installation;

10.1.2) Withhold any further deliveries to the Buyer and/or cancel the contract with immediate effect and without liability;

10.1.3) Appropriate any payment made by the Buyer to such of the Goods (whether supplied under this contract or any other) as the Seller shall think fit;

10.1.4) Immediate payment of all sums whatever owing by the Buyer to the Seller notwithstanding any previous agreement to the contrary;

10.1.5) Immediate return of all Goods in which title has not passed to the Buyer.


11. Product Information

11.1) Although the Seller shall use reasonable endeavours to ensure that the information contained in the Seller’s catalogue, website or any other media, is correct at the time of going to press:

11.1.1) The Seller shall not be under any liability for any damage, loss or expense resulting from any error or omission contained in the Seller’s catalogue;

11.1.2) Goods supplied may vary in detail from the illustrations, drawings and descriptions (which are approximate and for guidance only) in the Seller’s catalogue, website or any other print media as a result of improvements and modifications;

11.1.3) Colour finishes will be maintained as accurately as possible, but matching cannot be guaranteed;

11.1.4) The Seller reserves the right to make technical changes to specifications which conform to the applicable statutory and/or EU regulations on the manufacture of power and data systems;

11.2) All sizes, colours, finishes and any other descriptions or specifications published in any brochure, promotional or other information published in any medium are as accurate as possible within normal manufacturing tolerances and, in keeping with the Seller’s policy of continual development.


12. Force Majeure

12.1) The Seller shall not be liable for any default due to any act of god, war, strikes, lockouts or other industrial action, malicious damage, riot, civil commotion, failure of utilities services or transport, difficulties in obtaining labour or parts, government or other restrictions or other events beyond the reasonable control of the Seller.

12.2) If any of the force majeure events listed in clause 12.1 above prevents the Seller from performing the contract for more than ten weeks, the Seller shall, without limiting its other rights and remedies, have the right to terminate the contract immediately by giving written notice to the Buyer.


13. Law and Jurisdiction

13.1) All disputes arising out of or in connection with the contract and these Terms shall be governed by English law and the Buyer accepts the jurisdiction of the courts of England and Wales.


14. Specifications, Warranties and Liabilities

14.1) Unless otherwise agreed and subject to clause 11, the Seller warrants to the Buyer, and it is condition of the contract between the Seller and the Buyer that the Goods themselves shall and sales/performance of the Goods shall:

14.1.1) comply with any specification and any drawings, descriptions or samples supplied and any requirements made by the Buyer;
14.1.2) be of satisfactory quality, safe and fit for purpose and any services supplied with due care and skill by trained and qualified personnel;
14.1.3) comply with  all laws and industry standards applicable to the nature of the Goods supplied.

14.2) The assessment of the Goods’ suitability, quality and fitness for purpose is the Buyer’s responsibility irrespective of any specifications, formulations, data, literature and statements as to content, suitability, performance or otherwise, issued and description and samples given by the Seller.

14.3) Goods are supplied on condition that the Buyer undertakes at all times to take notice of and comply with (and draw to third parties’ attention and require them to take notice of and comply with) all instructions and recommendations issued with or contained on or relating to the Goods or relevant data sheets, and all reasonable and prudent precautions as to installation, use, maintenance, cleaning and otherwise.

14.4) For the avoidance of doubt, the Buyer shall be responsible for ensuring that the Goods are properly installed by a qualified electrician. Where the Buyer carries out or procures installation, the Seller shall not be liable to the Buyer or any third party for any loss or damage which arises fro the installation and/or use of such equipment. Schulte & Loughborough Electro Systems Ltd. Unit 2, 50-52 Wellsway Bath, BA2 4SA T +44 (0) 1225 330242 info@evoline.co.uk Company Registered in England, Reg. No. 1931138 Registered Offices at Lennox House, 3 Pierrepont St., Bath BA1 1LB VAT No. GB 436 9004 52

14.5) The Seller reserves the right to alter such specifications and to supply Goods to the Buyer reflecting such altered specifications, with prior notice to the Buyer, provided that such alterations do not materially affect the characteristics of the Goods. Slight deviations within accepted tolerances shall not entitle a Buyer to cancel an Order, return Goods or claim compensation.

14.6) Nothing in these Terms shall limit or exclude the Seller’s liability for any matter in respect of which it would be lawful for the Seller to exclude or restrict liability.

14.7) The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982, are to the fullest extent permitted by law, excluded from the contract.

14.8) The Seller shall not be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit or indirect or consequential loss arising under or in connection with the contract or these Terms.

14.9) The Seller’s total liability to the Buyer in respect of all losses arising under or in connection with contract and these Terms, whether in contract, tort (including negligence), breach of statutory duty or otherwise, including losses caused by a deliberate breach of the Terms by the Seller shall not exceed 75% of the price of the Goods.


15. Intellectual property

15.1) All intellectual property rights, all patents, copyright and design rights and other intellectual property rights in any materials prepared in relation to the Goods supplied by the Seller shall remain the property of the Seller and no license (except as to the use for which the Goods are supplied) shall be implied.

15.2) The Buyer or his agents shall not at any time alter or deface the Seller’s name, logo or trademark or juxtapose them with any other mark likely to cause confusion.


16. Entire Agreement

16.1) The contract and the Terms constitute the entire agreement between the parties. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Seller which is not set out in the contract or the Terms. Any samples, drawings, descriptive matter, or advertising issued by the Seller and any descriptions or illustrations contained in the Seller’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Terms or             any other contract between the Seller and the Buyer for the sale of the Goods.


17. Confidentiality

17.1) The Buyer shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Buyer by the Seller, its employees, agents or subcontractors, and any other confidential information concerning the Seller's business or its products or its services which the Buyer may obtain. The Buyer shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Buyer’s obligations under the contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Buyer. This clause 17 shall survive termination of the contract.


18. Assignment and subcontracting

18.1)The Seller may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the contract and may subcontract or delegate in any manner any or all of its obligations under the contract to any third party.

18.2) The Buyer shall not, without the prior written consent of the Seller, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the contract.


19. No partnership

19.1) Nothing in the contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any           way.


20. Rights of Third Parties
20.1) A person who is not a party to the contract shall not have any rights under or in connection with it.