1 Interpretation

1.1 In these Conditions the following words have the following meanings:

1.2 Any reference in these Conditions to any provisions of a statute shall unless the context otherwise

requires be construed as a reference to that provision as amended, re-enacted or extended at the

relevant time.

1.3 Any reference to a gender includes the other genders and reference to the singular includes the plu-

ral and vice versa

2 Basis of Sale, Orders and Specifications

2.1 Unless otherwise agreed by the Company in writing and signed on its behalf by a duly authorised

officer of the Company the Contract will be on these Conditions to the exclusion of all other terms

and conditions (including any terms and conditions which the Buyer purports to apply under any

enquiry, order, acceptance, specification or other document).

2.2 Each order for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to

purchase Goods subject to these Conditions and no order placed by the Buyer shall be deemed to

be accepted by the Company until a written acknowledgement of order is issued by the Company or

(if earlier) the Company delivers the Goods to the Buyer.

2.3 All drawings, descriptive matter, specifications and advertising issued by the Company and any

descriptions or illustrations contained in the Company’s catalogues or brochures are issued or pub-

lished for the sole purpose of giving an approximate idea of the Goods described in them. They will

not form part of this Contract and all rights in them shall at all times remain in the ownership of the

Company.

2.4 These Conditions apply to all sales and any variation to these Conditions and any representations

about the Goods shall have no effect unless expressly agreed in writing and signed by a duly author-

ised office of the Company. In entering into a Contract the Buyer acknowledges that it does not rely

on any such representations unless so agreed.

2.5 No order which has been accepted by the Company may be cancelled by the Buyer except with the

agreement in writing of the Company and upon terms of an indemnity of the Company 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 Company as a result of cancellation and work done to the

date of cancellation.

2.6 The quantity, quality and description of and any specification for the Goods shall be as set out in the

Company’s quotation. Any typographical, clerical or other error or omission in any sales literature,

quotation, Price List, acknowledgement of order, invoice or other document issued by the Company

is subject to correction by the Company without liability on the part of the Company.

2.7 The Buyer must ensure that the terms of its order and any applicable specification are complete and

accurate.

2.8 The Company reserves the right to alter or change the specification, design or details of any Goods

provided that these do not materially affect quality or performance and any such alteration or change

will be notified in writing to the Buyer.

3 Price and Payment

3.1 The price of the Goods shall be the Seller’s quoted price or, where no price has been quoted (or a

quotation is no longer valid), the price listed in the Price List. Any quotation is valid for 30 days only

unless previously withdrawn or unless otherwise agreed in writing. The Company reserves the right

to revise the price of Goods between the date of acceptance of the order and the proposed date of

delivery to reflect any increase in cost to the Company due to any factors beyond its control such as

any change in delivery dates, quantities or specifications for the Goods requested by the Buyer,

delay caused by instructions of the Buyer or failure by the Buyer to give the Company adequate

information or instructions prior to notification.

3.2 The price of the Goods shall be exclusive of any VAT.Carriage shall be charged for in respect of

orders with a value (exclusive of VAT) of less than £1,500; for all "engineered systems" or as specifi-

cally detailed in the sellers quotation.

3.3 Notwithstanding that delivery may not have taken place, payment shall be due within 30 days of the

invoice. Time of payment shall be of the essence. No payment shall be deemed to have been

received until received in full in cleared funds.

3.4 The Buyer shall make all payments without any deduction whether by way of set-off, deduction,

counterclaim, discount (save as expressly mentioned in these Conditions) abatement or otherwise

and notwithstanding any other Conditions, all payments become due immediately upon termination

of the Contract.

3.5 If the Buyer fails to pay the Company any sum due to the Company, the Company shall be entitled

to:

(a) cancel the Contract or suspend any further deliveries to the Buyer;

(b) appropriate any payment made by the Buyer to such of the Goods (or the goods supplied

under any other contract between the Buyer and the Company) as the Company may think fit

(notwithstanding any purported appropriation by the Buyer); and

ment at the rate specified in orders made under the Late Payment of Commercial Debts (Inter-

est) Act 1998, accruing on a daily basis until payment is made in full, whether before or after

any judgment. The Company reserves the right to claim other sums under that Act and orders

made under that Act.

4 Delivery

4.1 Unless agreed in the Company’s order confirmation, delivery of the Goods shall be effected ex

works; in the event that the Company arranges transport and/or insurance of in transit, it shall invoice

the Buyer therefor but the Company shall not assume any liabilities in respect of the selection of

transport undertaking or insurer.

4.2 Any dates specified by the Company for delivery of the Goods are intended to be an estimate and

time for delivery shall not be made of the essence by notice. Any delivery period shall be deemed to

have commenced when technical issues concerning the Goods have been resolved. If no dates are

specified, delivery will be within a reasonable time. This Condition shall not be deemed to have been

waived by the Company agreeing after its acceptance of an order to deliver by a specified date.

4.3 Any delay will not entitle the Buyer to terminate or rescind the Contract unless such delay exceeds

180 days.

The Company shall pay liquidated damages of 3 per cent of the order value of Goods per week

where Goods have not been delivered by the Company within a reasonable time, subject to a maxi-

mum of 15 per cent of such price.

4.4 Subject to the other provisions of the Conditions, the Company will not be liable for any loss (includ-

ing loss of profit), costs, damages, charges or expenses caused directly or indirectly by any delay in

the delivery of the Goods (even if caused by the Company’s negligence).

4.5 If the Buyer fails to accept delivery of the Goods, or the Company is unable to deliver the Goods on

time because the Buyer has not provided appropriate instructions, documents, licences or authorisa-

tions then:

(a) the Goods will be deemed to have been delivered; and

(b) the Company may store the Goods until actual delivery and the Buyer will be liable for all

related costs and expenses (including without limitation storage and insurance); or

all storage, selling expenses and additional costs) account to the Buyer for the excess over the

price under the Contract or charge the Buyer for any shortfall below the price under the Con-

tract.

4.6 Each delivery or instalment of the Goods shall constitute a separate contract and failure by the Com-

pany to deliver any one or more of the instalments in accordance with these Conditions or any claim

by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Con-

tract as a whole as repudiated.

4.7 The quantity of any consignment of Goods as recorded by the Company upon despatch from the

Company’s place of business shall be conclusive evidence of the quantity received by the Buyer on

delivery unless the Buyer can provide conclusive evidence proving the contrary.

5 Risk & Title

5.1 The Goods are at the risk of the Buyer from the time of delivery or deemed delivery.

5.2 Ownership of the Goods shall not pass to the Buyer until the Company has received payment of all

sums due to it in respect of:

(a) the Goods; and

(b) all other sums which are or which become due to the Company from the Buyer on any

account.

5.3 Until ownership of the Goods has passed to the Buyer, the Buyer must:

(a) hold the Goods on a fiduciary basis as the Company’s bailee;

(b) store the Goods (at no cost to the Company) separately from all other goods of the Buyer or

any third party in such a way that they remain readily identifiable as the Company’s property;

(d) maintain the Goods in satisfactory condition insured on the Company’s behalf for their full price

against all risks to the satisfaction of the Company, with the interest of the Company noted on

the policy. On request the Buyer shall produce the policy of insurance to the Company; and

(e) hold the proceeds of the insurance referred to in condition 5.3(d) on trust for the Company and

not mix them with any other money, nor pay the proceeds into an overdrawn bank account.

5.4 The Buyer may resell the Goods before ownership has passed to it solely on the following condi-

tions:

(a) any sale shall be effected in the ordinary course of the Buyer’s business at full market value

and the Buyer shall hold such part of the proceeds of sale as represent the amount owed by

the Buyer to the Company on behalf of the Company and the Buyer shall account to the Com-

pany accordingly; and

(b) any such sale shall be a sale of the Company’s property on the Buyer’s own behalf and the

Buyer shall deal as principal when making such a sale.

5.5 The Company may at any time revoke the Buyer’s power of sale referred to in sub-Condition 5.4

above by written notice to the Buyer if the Buyer shall for 7 days or more be in default in the payment

of any sum whatsoever due to the Company.

5.6 The Buyer’s right to possession of the Goods shall terminate immediately if:

(a) (the Buyer being an individual) a bankruptcy order is made against the Buyer or the Buyer

makes an arrangement or composition with his creditors, or otherwise takes the benefit of any

statute for the time being in force for the relief of insolvent debtors, or (the Buyer being a body

corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquida-

tion (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose

only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or

administrative receiver appointed of its undertaking or any part thereof, or a resolution is

passed or a petition presented to any court for the winding up of the Buyer or for the granting of

an administration order in respect of the Buyer, or any proceedings are commenced relating to

the insolvency or possible insolvency of the Buyer; or

(b) the Buyer suffers or allows an execution, whether legal or equitable, to be levied on its property

or obtained against it, or fails to observe/perform any of its obligations under the Contract or

any other contract between the Company and the Buyer, or is unable to pay its debts within the

meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or

5.7 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of

any of the Goods has not passed from the Company.

5.8 The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter

any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s

right to possession and/or power of sale has terminated, to recover them in either of which case the

Buyer shall place the Goods at the disposal of the Company.

“Buyer” the person firm or company who accepts a quotation from the Company for the

sale of the Goods or whose order for goods is accepted by the Company

“Company” Ari-Armaturen UK Limited (Company No.441301) whose registered office

address is at 12 York Gate, London NW1 4QS

“Contract” Any contract between the Company and the Buyer for the sale and purchase of

the Goods, incorporating these Conditions

“Goods” Any goods agreed in the Contract to be supplied to the Buyer by the Company

(including any instalments or parts of them)

“Conditions” The standard terms and conditions of sale set out in this document and (unless

the context otherwise requires) includes any special terms and conditions agreed

in writing between the Company and the Buyer

“Price List” The Company’s published price list as issued from time to time

- For continuation refer to next page -

Conditions of sale

Isolation • Safety • Control • Steam trapping

(Edition 12/04)

ARI-Armaturen (UK) Ltd.

6 Quality and Standard Warranty

6.1 Any claim in respect of any defect in the quality or condition of the Goods or their failure to corre-

spond with specification (whether or not delivery is refused by the Buyer) shall be notified to the

Company within 14 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.

6.2 In cases where Goods are delivered in packaged form the Buyer shall unpack and examine the

Goods within 14 days of delivery and notification in writing of any damage or defect shall be given to

the Company within such period of 14 days;

6.3 If the Buyer does not notify the Company pursuant to these Conditions, the Buyer shall not be enti-

tled to reject the Goods and the Company shall have no liability for such defect or failure, and the

Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the

Contract.

6.4 Where any valid claim in respect of any defect in the quality or condition of the Goods or their failure

to meet specification or in respect of damage in transit is notified in accordance with these Condi-

tions, the Company shall at its sole discretion be entitled to:-

(a) replace the Goods (or the part in question) or repair the Goods free of charge; or

(b) refund to the Buyer the price of the Goods (or a proportionate part of the price) and the Com-

pany shall have no further liability to the Buyer; or

6.5 The liability of the Company under this Condition 6 does not extend to:

(a) defects or deterioration of the Goods arising from fair wear and tear, wilful damage, negli-

gence, inappropriate storage, abnormal working conditions, failure to follow the Company’s

instructions, misuse, improper cleaning, alteration or repair of the Goods without the Com-

pany’s approval or attributable to the act or default of some person other than the Company

and its employees, agents or sub-contractors; or

(b) defects in Goods manufactured to the Buyer’s own specification or requirements if not

approved by the Company

shall only be entitled to the benefit of any such warranty or guarantee as is given by the manu-

facturer to the Company.

6.6 The Company will collect and re-deliver without charge within the mainland of Great Britain any

Goods which are subject to repair or replacement pursuant to this Condition 6.

6.7 Any defective Goods shall be available for collection by the Company transport from a point within

the mainland of Great Britain. Goods from places outside the said mainland of Great Britain shall be

returned to the Company carriage paid by the Buyer, after rectification re-delivery outside the main-

land of Great Britain will be at the expense of the Buyer.

6.8 In cases where repairs, which are not covered by this Condition 6, are undertaken charges in respect

of labour, material and transport together with all appropriate VAT thereon will be made.

6.9 In the event that the Buyer wishes to return Goods shown in their current standard range of the Com-

pany, any agreement for such returns shall be in writing and at the sole discretion of the Company

and shall be subject to the Company’s standard return charges normally amounting to 40 per cent of

invoice price with a minimum of £150. Transport in respect of such returns shall be at the cost of the

Buyer.

6.10 Save in respect of Goods treated as described in 6.6 (a) and (b) the Company shall at its option

repair or replace Goods which, subject as hereinafter mentioned, prove defective in use within a

period of 12 months following the date on which such Goods are delivered or deemed to be deliv-

ered. Such undertaking by the Company shall not apply where, in the reasonable opinion of the

Company, the Goods have been improperly stored or used, where there has been a failure to follow

instructions, or where there has been excessive wear or failure caused by faulty installation or any

abnormal conditions, including (without limitation) water hammer, corrosive attack or excessive dirt in

the system. In circumstances where the Buyer is of the view that Goods should be repaired or

replaced under this condition, the Buyer shall return the Goods in question to the Company carriage

paid.

7 Limitation of Liability

7.1 Subject to Conditions 4 and 6 the following provisions set out the entire financial liability of the Com-

pany (including any liability for the acts or omissions of its employees, agents and sub-contractors) to

the Buyer in respect of any breach of these Conditions and any representation, statement or tortious

act or omission including negligence arising under or in connection with the Contract.

7.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent

permitted by law, excluded from the Contract.

7.3 Nothing in these Conditions excludes or limits the liability of the Company for death or personal injury

caused by the Company's negligence or for fraudulent misrepresentation.

7.4 The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the

volume of the Goods ordered by the Buyer (without liability to the Buyer) and the Company shall not

be liable to the Buyer or deemed to be in breach of Contract by reason of delay or any failure to per-

form if the Company is prevented from or delayed in performing due to circumstances beyond the

reasonable control of the Company including, without limitation, acts of God, governmental actions,

war or national emergency, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or

other labour disputes (whether or not relating to its workforce), or restraints or delays affecting carri-

ers or inability or delay in obtaining supplies of adequate or suitable materials Provided that, if the

event in question continues for a continuous period in excess of 180 days, the Buyer shall be entitled

to give notice in writing to the Company to terminate the Contract.

7.5 The Company will not be liable if payment for the total price of the Goods has not been received by

the Company in full in cleared funds by the due date.

7.6 Subject to Conditions 7.2 and 7.3:

(a) the Company’s total liability in contract, tort (including negligence or breach of statutory duty),

misrepresentation or otherwise, arising in connection with the performance or contemplated

performance of this Contract shall be limited to the price for the Goods; and

(b) the Company shall not be liable to the Buyer for any indirect or consequential loss nor damage

(whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs,

expenses or other claims for consequential compensation whatsoever (howsoever caused)

which arise out of or in connection with the Contract.

8 Insolvency of the Buyer

8.1 The Company shall be entitled either to terminate wholly or in part any or every Contract or to sus-

pend work and/or delivery of Goods under any or every Contract in any of the following events with-

out any liability to the Buyer:

(a) if any debt is due and payable by the Buyer to the Company but is unpaid;

(b) the Buyer makes a 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

of the Buyer; or

(d) the Buyer ceases, or threatens to cease, to carry on business;

8.2 The Company shall be entitled to exercise its rights of termination or suspension at any time during

which the event or default giving rise thereto has not ceased or been remedied and in the event of

any such suspension the Company shall be entitled as a condition of resuming work or delivery

under any contract between it and the Buyer to require pre-payment of or such security as it may

require for the payment of the price of any further work or delivery.

9 General

9.1 All communications between the parties about the Contract must be in writing and delivered by hand

or sent by pre-paid first class post or sent by facsimile transmission (in case of communications to

the Company) to such address as shall be notified to the Buyer by the Company as its trading

address on the stationery of the Company or (in the case of the communications to the Buyer) to the

registered office of the Buyer (if it is a company) or (in any other case) to any address of the Buyer

set out in any document which forms part of this Contract or such other address as shall be notified

to the Company by the Buyer in writing.

9.2 Communications shall be deemed to have been received if sent by pre-paid first class post, 2 days

(excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of

posting), if delivered by hand on the day of delivery and if sent by facsimile transmission on a work-

ing day prior to 5.00 pm, at the time of transmission and otherwise on the next working day.

9.3 Each right or remedy of the Company under the Contract is without prejudice to any other right or

remedy of the Company whether under the Contract or not.

9.4 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract will

not be construed as a waiver of any of its rights under the Contract and any waiver by the Company

of any breach of, or any default under, any provision of the Contract by the Buyer will not be deemed

a waiver of any subsequent breach or default and will in no way affect the other terms of the Con-

tract.

9.5 If any provision of the Contract is found by any court, tribunal or administrative body of competent

jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall

to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness

be deemed severable and the remaining provisions shall continue in full force and effect.

9.6 The Contract and any documents referred to in it constitute the entire agreement between the par-

ties.

9.7 The Buyer may not without the prior written consent of the Company assign the benefit of any Con-

tract or any part of it to any person, firm or company.

9.8 A person who is not a party to a Contract shall have no rights under the Contracts (Rights of Third

Parties) Act 1999 to enforce any of its terms. Any rescission variation amendment or waiver to or of a

Contract shall not require the consent or approval of any person who is not a party to such a Con-

tract.

9.9 These Conditions and the Contract shall be subject to and construed in accordance with English Law

and the buyer submits irrevocably to the non-exclusive jurisdiction of the English Courts.

Conditions of sale

- Continuation -

Isolation • Safety • Control • Steam trapping

ARI-Armaturen (UK) Ltd.