TERMS & CONDITIONS OF ASPIRE GB

Definitions
1.1 In these Terms the following expressions shall have the following meanings:
“Contract” the contract for the sale and purchase of the Goods made pursuant to these Terms comprising our Specification and Quotation (if applicable), our final design as approved by you (if applicable) those parts of any design or instruction given by you which have been expressly accepted by us in writing (if applicable), the data sheets/instructions, the Account Application Form, the Order Form if accepted by us via our Order Acceptance, the Order Acceptance and these Terms; “Delivery” delivery of the Goods or any part of them in accordance with these Terms; “Delivery Date” the date for Delivery agreed between us;
“Force Majeure” any circumstances beyond our reasonable control including but not limited to acts of God, war, riots, civil commotion, strikes, lock-outs, trade disputes, fires, explosions, breakdowns. interruptions of transport, government action and delay in delivery by our suppliers; “Goods” the products and the services which we have agreed to supply to you pursuant to these Terms;
“Intellectual Property Rights” any patent, utility, model, registered or unregistered design right, registered design, know how, show how, trade or service marks, copyright, rights in databases, topography rights and any equivalent or similar right in any jurisdiction throughout the world including any application or the right to apply for any of the foregoing;
“Loss” all actions, claims, demands, losses (direct, indirect, consequential or otherwise), expenses, liabilities, costs, actions and proceedings;
“Payment Terms” the terms of payment in respect of the Price (and where relevant any delivery charges) set out in condition 4.
“Price” the price of the Goods as quoted by us or as otherwise agreed between us; “Quotation” includes any quotation, estimate or tender given or made by us; “Specification” the description of the Goods which may be issued by us to you, including data sheets;
“Terms” the terms and conditions set out herein including any special terms and conditions agreed in writing between us.

2. Basis of the Sale
2.1 All orders are accepted and all contracts are made subject to the Terms which shall prevail and be effective notwithstanding any variations or additions contained in any order or other document submitted by you including without limitation your standard conditions of purchase and/or any provision contained in your order. No modification of these Terms shall be binding upon us unless made in writing by a Partner of ours.
2.2 The advertising of our Goods in our sales aids, catalogues and other publications merely constitutes an invitation by us for you to make an offer to purchase Goods. These documents are for your general guidance only and the particulars therein (including descriptions, illustrations and dimensions) shall not form part of the Contract.
2.3 Before any orders can be accepted you must submit a completed Account Application Form to us. Once you have placed your order we shall send you an Order Acceptance. Your Order will be deemed an offer by you to purchase Goods from us and will not be binding on us until we send you our Order Acceptance.
2.4 You shall be responsible to us for ensuring the accuracy of the terms of any order (including any applicable specification or design) submitted by you and for giving us any necessary information relating to the Goods accurately and within a sufficient time to enable us to perform the Contract in accordance with its terms.
2.5 The quantity, quality and description of and any specification for the Goods shall be those set out in our Quotation, Specification and Order Acceptance or your order (if accepted by us).
2.6 Any samples or shade cards which you supply to us shall be supplied solely for information and shall not import any express or implied conditions or warranties as to quality, description, colour, fitness for purpose or satisfactory quality of goods.
23 Colour shall be subject to reasonable variation. If you require Goods to be dyed the Goods shall be materially similar to the colour specified. The processes used may be unable to consistently reproduce exact colour matches.
2.8 If you require the Goods to undergo testing in excess of that ordinarily carried out by us, then you shall notify us prior to placing an order. Such additional testing shall be the subject of a separate agreement between the parties and may incur an additional charge.
2.9 Our employees or agents are not authorised to make any representations concerning the Goods unless confirmed by one of our partners in writing. In entering the Contract you acknowledge that you do not rely on any such representations which are not so confirmed.
2.10 Any advice or recommendation given by us or our employees or agents to you as to the storage, application, suitability or use of the Goods which is not confirmed in writing by a Partner is followed or acted upon entirely at your own risk and accordingly we shall not be liable for any such advice or recommendation.
2.11 No order which has been accepted by us may be cancelled by you except with our agreement in writing and on terms that you shall indemnify us 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 us as a result of cancellation.
2.12 Goods are sold subject to availability.
2.13 Where Goods are supplied to you for resale, you must pass all of our accompanying documentation and information to your customer.

3. Price
3.1 Our prices are subject to change prior to our written acceptance and a previously published price may not be applicable at the time at which you place your order.
3.2 We reserve the right, by giving notice to you at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to us which is due to any factor beyond our control (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by you, or any delay caused by your instructions or your failure to give adequate information or instructions.
3.3 The Price is exclusive of any VAT which shall be payable by you in addition.
3.4 The Price includes all packaging costs.

4. Payment
4.1 We shall be entitled to send the Invoice for the Goods to you immediately the Goods have been dispatched or when we notify you that they are ready for collection (as applicable) or in the case of services immediately the services have been provided. You shall pay any amount due under such an invoice within 30 days of the end of the month in which the invoice is issued by us. The time of payment shall be of the essence of the Contract
4.2 If you fail to make any payment on the due date then without prejudice to any other right or remedy available to us we shall be entitled to:
4.2.1 cancel the Contract or suspend any further Deliveries to you; and
4.2.2 appropriate any payment made by you to such of the Goods (or any goods supplied under any other contract between us) as we may think fit (notwithstanding any purported appropriation by you); and
4.2.3 charge interest on the unpaid amount to accrue on a daily basis at the rate of 8% per annum above the base rate of HSBC plc from time to time in force from the date when payment falls due to the actual date of payment such interest to be paid monthly; and
4.2.4 demand payment of all outstanding balances from you whether due or not and/or cancel all outstanding orders and/or decline to make further Deliveries (under this or any other contract between us) or provision of services except upon receipt of cash or satisfactory securities;
4.2.5 recover the Price notwithstanding that Delivery may not have taken place or that the property in the Goods has not yet passed to you.
4.3. Unless otherwise agreed in writing by us payment shall be made in accordance with the provisions of Clause 4.1 and accordingly any other credit terms extended to you shall be in our sole discretion.
4.4. You shall not be entitled to withhold or set off payment for Goods for any reason whatsoever.
4.5. In addition to any right or lien to which we may by law be entitled we shall in the event of your insolvency or your failing to render payment for any Goods supplied by us when due be entitled to a general lien on all goods of yours in our possession for the unpaid price of any Goods sold and delivered by us under the same or any other contract.
4.6. In addition and without prejudice to our other rights we may on fourteen days’ notice to you sell any goods of yours on which we have a lien and shall be deemed your agent for the purposes of effecting such sale. We may apply the proceeds of sale towards the satisfaction of sums due from you without prejudice to our right to recover the balance thereof from you.

5. Delivery
5.1 Delivery shall be made ex works at our premises unless otherwise agreed.
5.2 Unless otherwise agreed in writing between us, the Price shall not include the costs of transporting the Goods to you. Where we make arrangements for the Goods to be transported to you you shall (unless otherwise agreed in writing between us) be liable to us for any reasonable charges in respect of such transport.
5.3 Any Delivery Date is approximate only and time shall not be of the essence for such Delivery. If we are prevented from delivering any Goods at the time provided for Delivery by reason of Force Majeure then the period for Delivery shall be extended by the time lost due to such Force Majeure. Details of Force Majeure will be forwarded by us to you as soon as reasonably practicable.
5.4. Without prejudice to clause 4.6 above, should you fail to take delivery on or before the Delivery Date we shall be entitled:
5.4.1 if we have not already done so to invoice such Goods forthwith;
5.4.2 to store the Goods until actual delivery/collection and charge you for our reasonable costs of storage (including insurance); and/or
5.4.3 to treat the Contract as repudiated by you and without prejudice to any other right we may have against you we shall be entitled to resell the Goods and shall be entitled to be indemnified by you for any Loss which we suffer.
5.5. We reserve the right to deliver the Goods by instalments and where we do so each Delivery shall constitute a separate contract and any failure by us to deliver any one or more of the instalments in accordance with these Terms or any claim by you in respect of any one or more instalments shall not entitle you to treat the Contract as a whole as repudiated.
5.6. You shall store and transport the Goods in conditions that will preserve the Goods in good condition. You shall comply with all reasonable requests made by us with regard to the conditions in which the Goods are to be stored and transported. We reserve the right to deliver up to 10% more or 10% less than the quantity of the Goods specified in the Contract (provided that there is a pro rata adjustment to the Price to reflect the Goods actually delivered) and the quantity so delivered shall be deemed to be the quantity ordered. Goods delivered in excess of such tolerance may be rejected by you provided that you serve notice of rejection within 10 working days of Delivery.

6. Confidentiality
6.1 You agree and undertake that you will keep confidential and will not disclose or use for any purpose (other than to perform your obligations under the Contract) any information of a confidential nature (including trade secrets and information of commercial value) which may be disclosed to you by or on behalf of us. Any plans, drawings, designs, specifications and other materials supplied to you by us shall at all times remain our property and shall be returned to us immediately upon request.

7. Goods
7.1 If the Goods are to be supplied by us in accordance with a specification submitted by you, you shall indemnify us against all Loss suffered by us in connection with any claim by a third party that the manufacture and/or supply of the Goods to such specification infringes the rights of any third party.
7.2 The Goods will conform as nearly as is reasonably possible to the dimensions stipulated in the relevant specification but deviations which do not adversely affect the quality or performance to any material extent shall not affect the Contract or entitle you to cancel the same.
You shall be responsible for supplying reliable, adequate and accurate information to us (including, without limitation, drawings, plans and designs) to enable us to manufacture the Goods. We shall be entitled to assume that all information supplied by you is accurate, fit for the purpose for which it is supplied and that we can rely on the same. We shall not be liable for any Loss or delay in Delivery of the Goods which directly or indirectly arises from your failure to supply accurate or adequate information or designs.
7.3 Any draft Specification or prototype supplied by us shall be approximate and meant for discussion purposes only and shall not form part of the Contract or be used for any other purpose other than pursuant to this Contract.
7.4 We reserve the right to make any changes in any specification required to conform with any applicable statutory or EC requirements.

8. Intellectual Property
8.1 Unless otherwise agreed in writing
8.1.1 all patent, copyright and design rights in any drawings or designs created by us or on our behalf in the performance of the Contract or which otherwise relate to the Goods; and
8.1.2 all Intellectual Property Rights in relation to the Goods and their method of manufacture shall vest in us and remain property of ours notwithstanding the purchase of the Goods by you or the supply of designs and information by you and you undertake to enter into such agreements or deeds as we shall require to vest any such Intellectual Property Rights as aforesaid.
8.2 By supplying the Goods to you we do not confer any right upon you to use any Intellectual Property Rights owned by us without our written permission.
8.3 Unless otherwise agreed in writing and notwithstanding that you may have contributed towards the costs of such items all tooling (and all Intellectual Property Rights in relation to such tooling) produced or acquired by us in relation to the manufacture of the Goods shall be and remain our property.

9. Returns
9.1 Goods supplied in accordance with this Contract may be returned to us only with our prior written permission. Such permission will only be granted if the Goods are of a type or quantity which we regularly keep in stock and if the Goods are in a good and saleable condition. Returns may be subject to a reasonable restocking charge.
YOUR ATTENTION IS SPECIFICALLY DRAWN TO THE FOLLOWNG PROVISIONS WHICH RELATE TO EXCLUSIONS AND LIMITATIONS UPON OUR LIABILITY

10. Warranty and Liability
10.1 Subject to any provision in these Terms, we warrant that the Goods will be free from defects in material and workmanship for a period of 12 months from Delivery.
10.2 All other warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law and we shall have no liability to you other than as expressly set out herein.
10.3 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Buyer are not affected by these Terms.
10.4 Without limitation the warranty contained in 10.1 above is given subject to the following:
10.5 All users who may be at risk from suicide or self harm or who may be a danger to themselves or others must be appropriately observed and monitored. Whilst certain of our Goods are designed to help reduce harm and damage, you acknowledge that use of our Goods alone cannot prevent harm or damage.
10.6 As in-service conditions are beyond our control, you shall determine the suitability of the Goods for the intended use and environment. We give no warranty or guarantee that the use of the Goods will eliminate the possibility of death or personal injury. The Goods are designed to be used as part of your overall risk and safety management system and, accordingly, it is your responsibility to take professional advice as to the use to which the Goods shall be put. A number of our Goods are designed to meet varying standards and industry accepted guidelines, some more stringent than others. Please note that where reference is made to Goods being “resistant”, this may only mean that the Goods are tough and/or have met with such guidelines and generally accepted standards and does not wean that the Goods can never be broken or pierced e.g. if abused, over-used, incorrectly fitted, poorly maintained etc. Different Goods are produced to differing qualities and some Goods will have a longer life than others. For specific details please refer to our data sheets and instructions.
10.7 Where Goods require installation or fitting, it is your responsibility to install or fit the Goods properly and securely and to regularly inspect for damage and repair and maintain the Goods, taking into account the environment and use to which the Goods are put
10.8 You shall be deemed to have inspected the Goods upon Delivery and we shall have no liability to you in relation to damage to the Goods in transit which was apparent on inspection or which would have been apparent on reasonable inspection unless such damage is notified to us in writing within 10 days of Delivery specifying (in such detail as we shall reasonably require) the damage to the Goods.
10.9 We shall have no liability to you in relation to non-delivery of the Goods unless such non-delivery is notified to us in writing within three days of the Delivery Date.
10.10 Where any valid claim in respect of short delivery or non-delivery of or damage to the Goods is notified to us in accordance with these Terms, we shall be entitled to supply goods to remedy any short delivery or non-delivery or damage free of charge or, at our discretion, refund to you the price of the relevant Goods (if already paid) but we shall have no further liability to you.
10.11 Any claim based upon a defect in the quality of the Goods or a failure of the Goods to meet their specification must be made in writing by you within one month of the date of Delivery of the Goods where the defect or failure was ascertainable by reasonable inspection or where the defect or failure was not ascertainable by reasonable inspection upon Delivery within one month of the date upon which the defect or failure became apparent to you or ought reasonably to have become apparent to you PROVIDED THAT you shall not be entitled to make any claim
based upon the quality or condition of the Goods or any failure of the Goods to meet the Specification after the expiration of six months from the date of Delivery of the Goods.
10.12 Our total liability to you under the Contract shall not exceed the total value of the order in relation to which liability arose, except as expressly provided in these Terms.
10.13 If any valid claim is made by you in accordance with Condition 10.11 we shall be entitled at our sole discretion to;
10.13.1 replace the defective Goods or parts thereof free of charge; or
10.13.2 refund to you the price (or proportionate price) of the defective Goods; and in either case we shall have no further liability to you.
10.14 We shall have no liability to you under or arising out of or otherwise in connection with the Contract or the supply of Goods by us to you and/or their use or resale by you in contract tort including negligence or breach of statutory duty or by reason of any representation (unless fraudulent) or any implied warranty condition or other term or any duty at common law or otherwise for loss of profit, business, contracts, revenues or anticipated savings or for any other direct losses or special, indirect or consequential damage or loss of any nature or for the costs of recall of any Goods or expenses or claims for compensation except as may otherwise be expressly provided for in these Terms.
10.15 Notwithstanding any provision of these Conditions we shall have no liability to you in respect of any defect in the quality of the Goods or the failure of the Goods to meet Specification where the defector failure has arisen as a result of improper storage, improper installation or any other act or omission of yours.
10.16 We shall not be liable for any failure to observe or breach of the Terms caused by circumstances amounting to a Force Majeure.
10.17 Where any parts, materials or equipment have not been manufactured by us, our liability shall be limited to any sum which we are able to claim from the manufacturer or supplier.
10.18 We shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by you;
10.19 We shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, common neglect, abnormal working conditions, failure to follow our instructions (whether oral or in writing), misuse, abuse or alteration or repair of the Goods without our approval;
10.20 We shall be under no liability under the warranty contained in 10.1 (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment;
10.21 For the avoidance of doubt nothing herein contained shall be deemed to exclude or restrict our liability for death or personal injury arising due to our negligence.

11. Indemnity
11.1 You shall indemnify us against all Loss suffered by us which arises as a result of the breach by you of any provision of the Contract or your breach of statutory duty or your negligence or the negligence of any of your representatives.

12. Risk and Property
12.1 The risk in the Goods shall pass to you:
12.1.1 in the case of Goods to be delivered at our premises immediately upon notice to you that the Goods are ready for collection on
12.1.2 in the case of Goods to be delivered otherwise than at our premises, at the time of delivery, or, if you wrongfully fail to take delivery of the Goods the time when we have tendered delivery..
12.2. Until payment by you in full of the Price and any other monies due to us in respect of all other products or services supplied or agreed to be supplied by us to you (including but without limitation any costs of Delivery) the property in the Goods shall remain ours and you shall hold the same as the fiduciary agent of and bailee for us and accordingly you shall store the same properly protected and separately from any items owned by you or any third party and shall appropriately identify and mark the same as being our property and you will insure such Goods for their replacement value with a reputable insurer and note our interest on any policy documents.
12.3. Until such time as property in the Goods has passed to you (and provided that the Goods are still in existence and have not been resold) we shall be entitled at any time to require you to deliver up the Goods to us and if you fail to do so forthwith we or our servants or agents may enter your premises and take possession of any Goods in which property remains ours and remove and dispose of them as we think fit and you shall make no claim against us in respect of such entry and disposal. We shall apply the proceeds of disposal (after deduction of all expenses) in discharge of the amount unpaid by you.

13. Export
13.1 The Goods are intended for use in the United Kingdom and we make no warranties, expressed or implied, that the Goods are suitable for use outside the United Kingdom.
13.2 Save as may be otherwise agreed in writing between us where Goods are supplied for export from the United Kingdom we shall not be obliged to give you the notice specified in Section 32(3) of the Sale of Goods Act 1979.
13.3 You 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 thereon. In particular, if any licence or consent of any government or other authority shall be required for the acquisition, carriage or use of the Goods by you, you shall obtain the same at your own expense and if necessary produce evidence of the same to us on demand. Failure to do so shall not entitle you to withhold or delay payment of the Price. Any additional expenses or charges incurred by us resulting from such failure shall be for your account.

14. Termination
If you shall:
14.1 default in or commit any breach of any of your obligations to us under these Terms; or
14.2 be involved in any legal proceedings in which your solvency is in question or in our reasonable opinion serious doubts shall exist as to your solvency;
then in any such case we shall immediately become entitled (without prejudice to our other claims and rights under the Contract) to suspend further performance of the Contract for such time as we shall in our absolute discretion think fit or (whether or not notice of such a suspension shall have been given) to treat the Contract as wrongfully repudiated by you and forthwith terminate the Contract (either with or without notice to you) and if the Goods have been delivered but not paid for the Price shall become immediately due and payable notwithstanding any previous agreement to the contrary.

15. General
15.1 We shall be entitled to assign or subcontract all or any of our rights and obligations hereunder. You shall not be entitled to assign, transfer, subcontract or otherwise delegate any of your rights or obligations hereunder.
15.2. Any notice required or permitted to be given by either party to the other under these Terms shall be given in writing at their registered office or principal place of business or such other address as may be notified for such purpose to the party giving notice.
15.3. No waiver by us of any breach of Contract by you shall be considered as a waiver of any subsequent breach of the same or any other provision.
15.4 Headings are for ease of reference only and shall not form part of the Contract
15.5. If any provision of these Terms is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected.
15.6. The parties hereto intend that no term of these Terms maybe enforced by any person, entity or body that is not a party to this agreement
15.7. Certificates of conformity in respect of the Goods may be issued by us on request by you and you shall be responsible for meeting our reasonable costs of obtaining such Certificates.
15.8. All Contracts shall be governed by English law and the English courts shall have exclusive jurisdiction for the hearing of any dispute between the parties save in relation to their enforcement where their jurisdiction shall be non-exclusive.