DEFINITIONS

In these Conditions the expression “the Seller” shall mean PJH Distribution, A Division of the PJH Group Limited. The Registered Office of the Seller is PJH House, Lomax Way, Bolton, BL5 1FQ.

The expression “Buyer” shall mean the person, firm, company, local authority, any local government department, government, any government department, state, state department, federal state, federal government or federal government department from whom an Order for Goods is received by the Seller.

The expression “Specification” means the technical description (if any) of the Goods contained or referred to in the Order.

The expression “Order” means the Order placed by the Buyer with the Seller for the supply of Goods.

GENERAL

These Conditions contain the entire obligations between the Seller and the Buyer and in the case of any inconsistency between any letter or quotation incorporating or referring to these Conditions and any Order, letter or form of contract sent by the Buyer to the Seller, whatever may be their respective dates, the provision of these Conditions shall prevail. No variation of these Conditions shall be binding unless made in writing and signed by a Director or other duly authorised Representative of the Seller on behalf of the Seller and similarly signed on behalf of the Buyer. Any concession made or latitude allowed by the Seller to the Buyer shall not affect the strict rights of the Seller under these Conditions. If any particular case any or any part of these Conditions shall be held to be invalid or shall not apply to the contract the other Conditions shall continue in full force and effect. The heading contained in these Conditions are for reference only and shall be disregarded in interpreting the Conditions.

These Conditions should [(where indicated/required)] be read alongside the PJH Retail Delivery and Returns Policy from time to time (a copy of which is available on request). These Conditions and that policy form the entire agreement between the Seller and the Buyer for the sale and purchase of the products and associated services. In the case of any inconsistency between any letter or quotation incorporating or referring to these Conditions and any Order, letter or form of contract sent by the Buyer to the Seller, whatever may be their respective dates, the provision of these Conditions and the associated Policy shall prevail. No variation of these Conditions shall be binding unless made in writing and signed by a Director or other duly authorised Representative of the Seller on behalf of the Seller and similarly signed on behalf of the Buyer. Any concession made, or latitude allowed by the Seller to the Buyer shall not affect the strict rights of the Seller under these Conditions. If any particular case, any or any part of these Conditions shall be held to be invalid or shall not apply to the contract the other Conditions shall continue in full force and effect. The heading contained in these Conditions are for reference only and shall be disregarded in interpreting the Conditions.

ORDERS

QUOTATIONS are only submitted and Orders are only accepted subject to these conditions. All prices quoted are exclusive of Value Added Tax and quotations remain open for acceptance for a period of thirty days from the date on the quotation.

THE Seller reserves the right to withdraw or revise any quotation after it has been made so that no Order shall be binding on the Seller unless and until it has been confirmed in writing on behalf of the Seller by a Director or other duly authorised representative.

PRICES

SUBJECT to any variations as are mentioned in (b) and (c) below which may be added thereto, the Seller’s prices which are applicable are the prices ruling at the date of despatch and not at the date of the Order.

The Seller’s prices for the time being in force are subject to variation at any time to take account inter-alia of variations in wages, materials or other costs and if applicable fluctuations in currency exchange rates and although under no obligation to do so, the Seller will endeavour to inform the Buyer immediately of any price change since the date of the quotation. The Seller accordingly reserves the right to adjust the invoice price by the amount of any increase or decrease in such costs after the prices quoted and the invoice price so adjusted shall be payable as if it were the original contract price.

If after an Order has been confirmed in accordance with Condition 4 above the Seller’s costs are increased by:

legislative measures of any government or legislature involving new or additional duties or charges, or

any increase in road haulage rates, railway rates, air freights or shipping freights or when goods are sold at a price which includes insurance.

The Seller reserves the right to adjust the invoice price by the amount of any such increase and the invoice price so adjusted shall be payable as if it were the original contract price.

In respect of Orders for delivery in the UK all prices are inclusive of carriage and packing and Value Added Tax at the appropriate rate will be added thereto.

In respect of Orders for delivery in the UK all invoices must be paid in sterling unless special arrangements are made and confirmed in writing by a Director or other duly authorised representative of the Seller.

In respect of Orders for delivery outside the UK the Contract will state whether the Goods are sold F.O.B., C.I.F., F.A.S. or otherwise as the case may be and all prices will be exclusive of packing which is charged extra at cost. All packages are non-returnable.

Where goods are sold F.O.B. the Seller shall be under no obligation to give the notice specified in Section 32(3) Sale of Goods Act 1979 or any statutory modification amendment or re-enactment of the same.

In respect of Orders for delivery inside the UK if required by the Buyer, the Seller may but shall be under no obligation to arrange insurance and transportation on the Buyer’s behalf and at the Buyer’s expense and all such insurance or transport arranged by the Seller shall be deemed to have been arranged by the Seller as agent for the Buyer.

In respect of Orders for delivery outside the UK the Order must specify whether the currency in which the invoice is to be paid is to be sterling or another convertible currency and if so which.

WHERE Specifications are to be supplied the Buyer shall supply such Specifications in reasonable time to enable the Seller to complete delivery within the period agreed.

ADDITIONAL COSTS

THE Buyer agrees to pay for any loss or extra cost incurred by the Seller through the Buyer’s instructions or lack of instructions or through failure to delay in taking delivery or through any act or default or negligence on the part of the Buyer, its servants agents, officers or employees.

TERMS OF PAYMENT

THE terms of payment in respect of Orders for delivery in the UK are that payment must be made in full on or before the last day of the month following the date of invoice and time shall be of the essence in respect of such payment. In default of payment on the due date the Seller without prejudice to any other rights may charge interest at the rate of 3% over Barclays Bank plc’s base lending rate from time to time in force on all monies which are overdue from the date when payment became due until the date of actual payment (both dates inclusive).

The price of the Goods whether for delivery outside the UK or inside the UK shall be due in full to the Seller in accordance with the terms of the Order and the Buyer shall not be entitled to exercise any set off line or any other similar rights or claim.

IF the Goods are delivered whether outside or inside the UK in instalments payment shall be due in respect of the instalments whereof delivery has been made whether or not the Buyer claims that any of the Goods are defective.

If upon the terms applicable to any Order the price shall be payable by instalments or if the Buyer has agreed to take specified quantities of Goods at a specified time, a default by the Buyer of payment of any due instalments or the failure to give delivery instructions in respect of any quantity of Goods outstanding shall cause the whole of the balance of the price to become due forthwith.

Every delivery of instalments and every delivery of any quantity of Goods under the terms of an Order shall be subject to all the Conditions hereof.

If the Buyer fails to pay for a delivery of an instalment or for a delivery of any quantity of goods in accordance with the terms of the Order, the Seller may at its discretion, without prejudice to any other rights whether as to damages or otherwise which it may have against the Buyer, terminate the contract and if the Seller so terminates the contract the Buyer shall have no claim whatsoever against the Seller.

Without prejudice to any other rights the Seller may have under these Conditions, if the Seller receives information which throws doubt on the credit-worthiness of the Buyer, then the Seller shall have the right to demand immediate payment of all outstanding invoices and to demand payment on account in respect of Orders which have been placed and confirmed in writing by the Seller but for which no invoices have been submitted and if no payment in advance is made in respect of such Orders, the Seller may at its absolute discretion, without any liability whatsoever, cancel such Order.

DELIVERY

THE date of period for delivery shall be the date or period stated in the Contract.

All times or dates given for delivery of the Goods are given in good faith but without any responsibility on the part of the Seller. Time shall not be of the essence of any contract nor shall the Seller be under any liability for delay in delivery for any reason whatsoever whether or not such reason is beyond the Seller’s reasonable control unless otherwise expressly agreed in writing at or before the date of the Order in which case the Seller’s liability shall be limited to such liquidated damages as may be specifically agreed in writing without prejudice to the generality of the foregoing any delay in delivery of any instalment of Goods shall not entitle the Buyer to refuse any subsequent instalment or otherwise repudiate the Contract.

All the Goods for delivery in the UK shall cease to be at the risk of the Seller at the point when the Goods reach the premises of the Buyer and thereafter all such Goods shall be at the risk of the Buyer.

All Goods for delivery outside the UK shall cease to be at the risk of the Seller in accordance with the contract and depending on whether the Goods are sold F.O.B., C.I.F., F.A.S. or otherwise as the case may be.

If the Goods are to be delivered outside the UK the Buyer will be responsible for obtaining all consents and licenses which are necessary to enable to import and use the Goods for all necessary consents (including Exchange Control consent) to enable it to make payment for the Goods and the Buyer shall pay all expenses whatsoever incurred in connection with such matters including all import duties, fees and charges and all taxes on importation.

IF for any reason whatsoever delivery is not accepted by the Buyer then without prejudice to any other claim or remedy which the Seller may have against the Buyer, the Seller shall have the option either to sell the Goods or any of them elsewhere and charge the Buyer for any differences in the sale price and the contract price together with all costs and expenses incurred in such sale or to store the Goods or any of them in any public our outside warehouse at the Buyer’s expense. In the event of such warehouse charges not being paid by the Buyer then the Seller shall have the right to sell all or any of the Goods to defray the cost of sale and warehousing and charge the Buyer for any differences between the Sale price and the Contract price of such Goods. Without prejudice to the above terms of this clause the Seller shall charge a minimum cancellation charge of 15% of the nett Order value as a contribution to the said costs and expenses such cancellation charge to be paid within three days of cancellation.

THE Seller shall not be liable for any claim for non-delivery, partial loss or damage to the Goods or any of them unless the Seller is notified in writing by the Buyer to the Seller (with a copy to the carrier if a carrier has been used to deliver the Goods).

within seven days of receipt of the Goods concerned for partial loss or damage followed by a complete claim in writing within 14 days of receipt of the Goods, and

within fourteen days of the date when the Goods concerned should have been received for non-delivery followed by a complete claim in writing within thirty days of the date of consignment.

The Seller shall not be liable for any claim in respect of quality of the Goods unless such claim is made in writing by the Buyer to the Seller within seven days from the date of delivery.

Without prejudice to any other provision of these conditions unless notice of loss or damage to the Goods and the general nature of it be given in writing to the Seller and to the Carrier at the place of delivery before or at the time of delivery or removal of the Goods into the custody of the person entitled to delivery thereof or if the loss or damage be not apparent within 7 days thereafter such delivery or removal shall be prima facie evidence of delivery of the Goods as described by the Contract.

The Seller’s liability in the event of a substantiated claim for non-delivery, partial loss or damage and in respect of Goods which the Seller agrees are not of reasonable quality is limited either to giving the Buyer a reasonable credit or allowance in respect thereof (or at the option of the Seller to replace the Goods or any of them) or to giving the Buyer the benefits (if any) which the Seller may have under any warranty or guarantee given to it by the supplier as referred to in Clause 15. It shall be in the discretion of the Seller which option it decides to take but so that the Buyer may only have the advantage of one of the options and not both. In no circumstances whatsoever shall the maximum liability of the Seller for Goods of poor quality or for non-delivery, partial loss or damage exceed the invoice value of the Goods concerned. Where any such credit or allowance is made or the Goods are replaced as aforesaid, the Buyer shall make no further claim against the Seller whatsoever in respect of the Goods concerned or for any alleged consequential loss arising from their defective condition or from non-delivery, partial loss or damage and the Seller shall forthwith be wholly and completely discharged from all and any liability whatsoever for any claims in respect of such Goods.

RETENTION OF TITLE

THE title in all Goods delivered by the Seller will remain vested in the Seller and shall not pass to the Buyer until the Buyer has paid in full to the Seller all sums owing by the Buyer to the Seller under or arising from any transaction or sale or on account whatsoever.

Until payment has been made in accordance with (a) above the Buyer will so keep the Goods that they can be clearly identified as the property of the Seller and are separate from other goods and products purchased by the Buyer.

The Buyer shall be entitled to sell the Goods for money to a bona fide customer in the normal course of business and deliver the same pursuant to such sale.

If the Buyer does not pay for any Goods supplied by the Seller in accordance with the terms of payment or any of the events referred to in (e) below the Seller shall be entitled to enter upon the Buyer’s premises and take possession of any Goods supplied to the Buyer by the Seller.

Upon the happening of any one of the following events including the levying of any distress or execution against the Buyer or the making of any composition with its creditors or the commencement of any proceedings which could lead to bankruptcy, liquidation or the appointment of a receiver or manager of the Buyer, all sums in respect of Goods delivered by the Seller to the Buyer or arising from our under transaction sale or account whatsoever shall become due immediately and the Seller may enter on the premises of the Buyer to recover the Goods in accordance with (d) above.

FORCE MAJEURE

THE Seller shall not be liable to the Buyer for any loss or damage or expense whatsoever suffered or incurred by the Buyer due to cause beyond the Seller’s control including (without prejudice to the generality of the foregoing expression) acts of government, government department cancellation of any export or import licence or any prohibition or restriction relating to the Goods, acts of war, civil war, strikes, lock-outs, labour disputes, riots, civil commotion, seizure, requisition, fire, lightning, aircraft, shipping, transport, explosion, flooding, act of God, force majeure, illegality, breakdown, accidents, theft.

The Seller shall not be liable to the Buyer for any loss or damage or expense whatsoever suffered or incurred by the Buyer if the Seller’s supplier or intended supplier as the case may be is unable for any reason whatsoever to supply the Goods or any of them or refuses to supply the Goods or the Seller is unable to obtain the Goods or any of them, whether due to a scarcity or shortage of the Goods or for any reason whatsoever.

After the cessation of any such occurrence as is mentioned in (a) above subject to the rights of the Seller referred to in (d) below, the Seller shall not be called upon to make suspended deliveries in one lot but the Seller can recommence delivery upon restored conditions subject to a variation in contract price to cover any increase in costs arising from any such occurrence as is mentioned in (a) above and the contract period shall be extended accordingly.

In the event of an occurrence as is mentioned in (a) above or in the circumstances mentioned in (b) above or (c) above the Seller shall have the option in its absolute discretion of cancelling all or any deliveries under the contract and there shall be no liability whatsoever on the Seller as a result of such cancellation.

WARRANTIES

NO condition is made or to be implied nor is any warranty given or to be implied relating to the Goods and in particular to their life or wear of merchantable quality or that they will be suitable for any particular purpose or for use under any specific condition notwithstanding that such purpose or conditions may be known or made known to the Seller.

The Buyer acknowledges that it is a commercial trading organisation and is entering into a contract for the purchase of Goods from the Seller with full knowledge of these conditions and is relying on its own skill, knowledge and experience in entering into such contract.

Subject to such benefit (if any) as the Seller may receive in accordance with the provisions of (d) below any liability of the Seller to the Buyer (inclusive of interest and costs) shall be limited to the price of the Goods or such part of the Goods to which any claim relates and without prejudice to the generality of the foregoing the Seller shall not be liable to the Buyer for loss of market or profit, actual, contingent or consequential losses, expenses or damage howsoever arising, suffered or incurred by the Buyer.

Goods represented by the Buyer to be defective shall not form the subject of any claims for work done by the Buyer or for any loss, damage or expense whatsoever arising directly or indirectly from such defects and the Buyer shall be entitled only to such benefits (if any) as the Seller may receive under any guarantee or warranty given to the Seller by a supplier in respect of the Goods or any of them. Defects in quality shall not be a ground for cancellation of the contract or, if it is a contract for delivery by instalments, future instalments.

TRADE MARKS

THE Buyer shall not use in relation to any Goods the registered trade marks of the Seller or any other trade mark registered from time to time by the Seller.

The Buyer shall be solely responsible for the consequences of any patent, trade mark, design or copyright infringement or any other infringement of a third party’s rights resulting from the Buyer’s use or any of the Goods and the Buyer shall fully and completely indemnify the Seller in respect of all damages costs, charges and expenses for which the Seller may be liable as a result of any such infringement or alleged infringement.

STOPPAGE OF DELIVERIES - TERMINATION

IF the Buyer shall make default in or commit a breach of the contract including any of these conditions or of any other of its obligations to the Seller, whether under this Contract and these Conditions or otherwise, or if any distress or execution shall be levied upon the Buyer’s property or assets, or if the Buyer shall make an offer to make an arrangement or composition with its creditors, or commit an act of bankruptcy, or if any petition or receiving Order shall be presented or made against it or if the Buyer is a limited Company any petition or resolution to wind up such Company shall be presented or passed, or if a receiver or a receiver and manager of such Company’s undertaking, property assets or any part thereof shall have been appointed, the Seller shall have the right forthwith at its discretion to terminate any contract then subsisting with the Buyer and upon written notice of any such termination being given to the Buyer, any such contract shall be terminated without prejudice to any claim or right the Seller might make or exercise.

DETAILS - SPECIFICATIONS

DETAILS, drawings, specifications, dimensions and other descriptions used by the Seller in connection with the Goods are intended to be accurate but shall not import into the contract any condition or warranty in this respect. Furthermore, no statement, description, information, warranty, condition or representation contained in any catalogue, price list, advertisement or communication or made verbally by any agent, representative, employees or officers of the Seller shall be construed to enlarge, vary or override in any way any of these Conditions. The Seller reserves the right in its absolute discretion at any time to change any specifications in respect of the Goods.

NOTICE

ANY notice to be given hereunder shall be deemed to have been given two days after its being posted to the last known address of the Seller or Buyer as the case may be, provided that if the Buyer’s address is outside the UK notice shall be deemed to have been given ten days after its being posted. The Seller and the Buyer agree to give the other notice of any changes of address within seven days of such change taking place and if such notice is not given then notices may be validly served at the last known address of the Seller or Buyer as the case may be.

BUYER CANNOT ASSIGN

THE Buyer hereby acknowledges that it cannot assign its rights under this agreement.

GOVERNING LAW

THESE Conditions and any contract of which they form a part shall in all respects be governed by English law and shall be deemed to have been made in England. The parties hereby submit to the non-exclusive jurisdiction of the English Courts.