These conditions shall apply to all contracts for the sale of goods by the Company and shall apply to the exclusion of all other conditions unless such other conditions have been agreed in writing by the Company.

1 Subject to the right of Clwyd Reinforcements Limited ("The Company") to review such acceptance within 7 days, this order is accepted on the conditions set out herein, and not upon any other conditions, upon receipt of this order by the Company of Wrexham.

2 The price stated is subject to change and the actual price to be paid for the goods will be the Company's current list price ruling at the time when the goods are dispatched. Provided that the Company shall by notice in writing inform the Customer of any increase in price and in that event the Customer may, by giving written notice, cancel any undelivered balance of the goods which at the date of delivery to the Company of the notice from the Customer is not prepared or in course of preparation. Any alteration in taxes or duties affecting goods will be passed on to the Customer and the Customer shall in no event be entitled to cancel any of the goods in consequence of any such alterations.

3 Payment for goods shall be made in full by not later than the last day of the month following the date of invoice, and no cash discount shall be allowed, unless otherwise agreed.

4 Each delivery under this Order (if there be more than one) shall be deemed to form a separate contact and cancellation, failure or delay in respect of one delivery shall not affect the obligation of the parties in respect of the remainder of the order.

5 The Company will not accept responsibility for failure or delay in delivery under this Order, resulting from any cause beyond its control.

6 Save in respect of death or personal injury the Company will under no circumstances be liable for consequential loss of any kind however caused.

7 The Company shall be entitled to cancel any balance of goods outstanding under this Order if it is prevented from effecting delivery owing to Act of God, Queen's Enemies, War, inability to obtain raw materials or labour ( whether due to labour disputes of otherwise), diversion of production by Government action, riots, strikes, lockouts, civil commotion or any other cause whatsoever beyond the control of the Company without giving rise to any claim by the Customer against the Company in respect of such balance.

8 The Company shall be entitled (without prejudice to its rights to recover any amount due from the Customer or to any other right) to charge the Customer with interest at the rate of 1.5% over Base Bank Rate on any amount overdue.

9 (a) If (i) the Customer defaults in making payments to the Company on the due date of any payment hereafter due to the Company, whether under this or any other order, or
(ii) The Customer commits an act of bankruptcy or compounds with his creditors or if a receiving order is made against him or (being a company) it shall pass a resolution or the Court shall make an order that the Customer shall be wound up (otherwise than for the purposes of amalgamation or reconstruction) or if the Customer enters into a deed of arrangement or is a receiver shall be appointed of any of its assets or undertaking or if the Customer takes or suffers any similar action in consequence of debt or commits any breach of these conditions.
Then, and in any such event, the Company shall be entitled
(1) to immediate payment of all sums then or thereafter due to the Company from the Customer in respect of goods then already delivered to the Customer.
(2) To cancel or suspend the undelivered part of this or any other Order without giving rise to any claims whatsoever by the Customer and without prejudice to the exercise of any other rights of the Company.
(b) Notwithstanding any other terms of this Order:-
(i) The granting of credit by the Company to the Customer is in the Company's absolute discretion.
(ii) The Company reserves its rights to suspend deliveries under this or any other Order until all goods already delivered have been paid for.
(c) The Customer shall not be entitled to withhold or set off payment for goods delivered for any reason whatsoever.

10 (a) The Company shall not be liable for loss or damage in transit if the Customer has already given an unqualified receipt for the goods concerned. If goods are damaged in transit the Customer shall give notice of the damage or loss to the Company and the carriers concerned within 7 days of receipt. If a consignment of goods invoiced is not received by the Customer within 7 days of the Company delivering the invoice to the Customer, the Customer shall thereupon give immediate notice of non-delivery to the Company. The Company shall not be liable for any loss in transit of part of a consignment or damage in transit unless a notice to the fact is duly given by the Customer as specified above.
(b) Claims in respect of alleged faulty goods shall not be a ground for withholding payment of accounts and shall not give the Customer any right of set-off against payments due to the Company.
(c) Goods will not be accepted for return in the absence of previous authority conferred in writing by the Company. All transportation charges shall be borne by the Customer unless otherwise agreed in writing.
(d) The Company does not operate a "sale or return" system, and goods (other than defective goods) will not be accepted by the Company for credit. The Company shall be entitled to send back to the Customer any unauthorized returns and the Customer shall in such event forthwith pay to the Company all transportation and other costs incurred by the Company (including a minimum 15% handling charge).

11 (a) the risk of loss or damage to the goods shall pass to the Customer when the Company delivers the goods in accordance with the terms hereof to the Customer and the Company shall have no responsibility in respect of such risk thereafter, and accordingly the Customer should insure the goods thereafter against such risk (if any) as it thinks appropriate.
(b) Title to the goods shall not pass to the Customer until payment in full of the price thereof together with any and all sums owing and/ or due to the Company of whatever nature and whether in respect of this Order or under this Contract or otherwise. Until such payment the Customer shall store the goods in such a way to show clearly that they are the property of this Company, provided that the Customer may sell and deliver the goods to a third party in the ordinary course of the Customer's business on condition that until such payment as aforesaid the Customer shall hold all proceeds of such sales on trust to the Company in a separate account. The Customer hereby assigns all rights and claims which the Customer may have against its customers arising from such sales to third parties until payment is made in full aforesaid. If any part of a payment in respect of the goods is overdue the Company may (without prejudice to any of its other rights) repossess the goods in respect of which payment is overdue and may enter upon the Customer's premises by its servants or agents for that purpose. Such payments shall become due immediately upon the commencement of any act or proceeding in which the Customer's solvency is involved.

12 Any concession or waiver made by the Company to the Customer at any time shall not prejudice the exercise of the Company of its rights under these conditions.

This Contract shall be interpreted exclusively according to the laws of England and the Customer hereby accepts the jurisdiction of such Courts whether in England or elsewhere as the Company may nominate for the purpose of trying any action arising out of this Contract.