ICS2 LIMITED TERMS AND CONDITIONS OF SALE

Orders are accepted and goods are sold by iCs2 Limited (“the Seller”) only on the following terms and conditions and to the exclusion of all other terms and conditions unless expressly accepted in writing by the Seller. If the Buyer’s order is inconsistent with these conditions the Seller’s acceptance of the Buyer’s order shall constitute a counter offer and the Buyer shall be deemed to have accepted these Conditions unless it notifies the Seller to the contrary within 5 days of receiving the Seller’s acceptance of the order. The “Buyer” means the person named overleaf to whose account the goods are to be charged and shall include any company or corporation which is within the meaning of S154 of the Companies Act 1948 a subsidiary or holding company of the Buyer or any Subsidiary of any such holding company.

The headings of the clauses of these conditions are for reference only.

1. ACCEPTANCE
Unless otherwise agreed the Seller will only be obliged to accept orders given within seven days of the date of its tender or quotation, where the LME in £UK has moved by more than 3% from date of tender or quotation the Seller reserves the right to adjust the price to reflect LME change.

2. DELIVERY
i. Unless otherwise specifically provided for , the point of delivery shall be reached when the goods are delivered to or tendered for delivery at the Buyer’s premises or the premises of a consignee named by the Buyer or the agreed destination point or are collected by or are available for collection by the Buyer or by a carrier paid by the Buyer, whichever of such events takes place first, and notwithstanding that the cost of carriage or part thereof may be subsequently refunded or allowed by the Seller. The risk in the goods shall (subject to these conditions) pass to the Buyer when the point of delivery is reached.
ii. The Seller will as far as possible adhere to the applicable delivery dates, but no delay in delivery shall entitle the Buyer (save and except as is provided in these Conditions) to reject the goods or treat the contract as repudiated or claim damages unless the duration of such delay exceeds six months from the relevant applicable delivery date.
iii. The Seller may deliver by instalments and each instalment shall be deemed to be sold under a separate contract, and no failure of or delay in delivery of any instalment nor any defect in the contents thereof shall entitle the Buyer to treat the contract as repudiated with regard to any remaining instalments.
iv. All deliveries must be taken up by the applicable delivery date which, if no date is stated, will be 3 months from the date of issue of the Confirmation of Order of the goods by the Seller. If it is necessary for the Buyer to supply any particulars in relation to the goods or to do any other act in order to enable the Seller to effect deliveries, such particulars must be supplied or such other act done in sufficient time to enable the Seller to effect delivery by the applicable delivery date. If by reason of the Buyers default goods have not been taken up or delivered by the applicable delivery date, the Seller may (without prejudice to its right to claim damages) either suspend delivery of those goods or treat the contract as repudiated as regards those goods. The Buyer shall in addition be responsible for all additional costs, charges or expenses incurred by the Seller if the Buyer shall refuse to accept delivery of the goods.
v. The Seller reserves the right to modify its published specifications and construction of the wire and cable products sold to a specification whenever such modification is necessary in order to comply with any standard’s ruling ,directive or order which the Seller considers applicable or whenever the Seller otherwise deems it necessary or advisable to make such modification.
vi. Unless otherwise specifically agreed in writing the Seller reserves the right to deliver more or less than the quantity of goods specified according to the following schedule.
vii. All wire and cable products supplied will be +10% / -5%, 60 metres minimum length on any ordered quantity.
viii. Provided that any deviation in the goods delivered are within the above schedule then (not withstanding any quantity specified in any contract or Confirmation of Order) the Seller shall invoice the Buyer with the actual quantity delivered and such actual quantity shall for all purposes of these Conditions be regarded as the goods.

3. TITLE & RISK
i. Until such time as all sums owing to the Seller have been paid the ownership of and title to the goods shall remain with the Seller.
ii. The Buyer shall upon delivery to the Buyer of the goods insure at the Buyer’s expense the goods to which the Seller retains title against all insurable risks and, if desired by the Seller provide to the Seller evidence that such insurance has been so effected.
iii. At the Seller’s request the buyer shall co-operate with the Seller in respect of all measures necessary to secure the Seller’s rights under this Condition.
iv. The Seller shall be entitled at any time while monies under any contract are outstanding to it, to notify the Buyer of its intention to retake possession of the Seller’s goods.

4. PAYMENT
i. All sums due to the Seller under this or any other contract shall be paid on the due date for payment which, except where other payment terms are specifically agreed in writing by the Seller, is 30 days after date of invoice. The Seller may without prejudice to its other rights hereunder charge interest on overdue accounts at the rate of 4% above Bank of Scotland Base Rate for the time being in force.
ii. The Seller shall (without prejudice to its other rights contained in these Conditions or otherwise) be entitled:
a. at any time after the due date for payment to the Seller whether under this contract or any other contract between the Seller and Buyer(or before such due date in the event that serious doubts arise as to the Buyer’s solvency in the Sellers absolute discretion) or
b. upon the appointment of a receiver or manager of the whole or any part of the Buyer’s undertaking or assets, or
c. upon the passing of a resolution or the making of an order to wind up the Buyer , or
d. if execution is levied upon any of the Buyer’s goods or if any judgement or decree is entered against the Buyer which is not satisfied within 14 days , or
e. if the Buyer shall compound with the Buyer’s creditors or enter into any Deed or scheme of arrangement ,composition, moratorium or similar act ,or
f. if the Buyer shall contravene or fail to observe or perform the Buyer’s obligations under any of these Conditions or is in breach of any other contract between the Seller and the Buyer to give notice in writing to the Buyer to pay immediately the full price of such goods as then have already been delivered to the Buyer under this contract or any other contract between the Seller and Buyer.

Such notice may, if the Seller at its absolute discretion so wishes, stipulate that unless all sums due under this or any other contract are paid forthwith the Seller will (without prejudice to its other rights contained in these Conditions or otherwise) cancel this contract and if payment is not made forthwith treat this contract as repudiated and wrongfully determined and recover damages accordingly.

iii. If the price is expressed in pounds sterling the pound sterling shall constitute both the currency of payment and currency of account. If the price expressed in whole or in part in any currency (“Foreign Currency”) other than pounds sterling the Foreign Currency shall constitute for the whole(or if part for that part thereof)both the currency of payment and the currency of account.

5. WARRANTY
i. The Seller warrants the goods against defects in design, materials and workmanship which become apparent within, the shorter of, the balance remaining of the warranty given by the manufacturer to the Seller or 12 months of the date of delivery of the goods to the Buyer.
ii. The periods referred to in (i) above shall herein after be called “the warranty period”.
iii. The Sellers obligation under this warranty is limited:
a. To repairing or at it’s option supplying on an exchange basis replacements for any defective goods or parts thereof and making good any defect or defects in the goods which may develop under normal and proper use within the warranty period.
iv. In the event of the Buyer becoming aware of a defect in goods during the warranty period the Buyer shall promptly supply the Seller with written particulars of such defect or deficiency, use its best endeavours to provide all information and particulars necessary to enable the Seller or its agents to verify the notified particulars and to ascertain the nature and cause of the defect or deficiency claimed and shall afford the Seller and/or its agent full and proper access and facilities for the making good of the defect or deficiency
v. The above warranty shall not apply to any defect in the goods where such defect is caused in whole or in part by:
a. The installation, storage, use, maintenance or repair of the goods in a manner reasonably considered by the Seller to be improper;
b. The Buyer and/or any user of the goods or of products incorporating the goods and/or any third party called in by the Buyer and/or such user as aforementioned changing or adding to the goods without the express permission in writing of the Seller
c. Any other act of the Buyer or any third party
vi. The Seller shall be under no liability whatsoever for any loss or damage which results from or is caused by erroneous information or lack of information supplied by the Buyer as to the Buyer’s requirements in relation to the specification or use of the goods.
vii. The Seller shall be under no liability whatsoever to repair, replace or make good any loss which results from defects or depreciation caused by damage in transit in circumstances outside the Seller’s control; wear and ,accidents, neglect, misuse, dampness, abnormal temperature or other conditions or circumstances beyond the Seller’s control.
viii. All liability under the warranty provisions ceases at the expiration of the warranty period.
ix. The Seller shall not be liable in respect of any loss or damage of whatsoever kind or howsoever caused whether by reason of the negligence of the Seller or otherwise, to premises, plant or other physical property. In the event of legal liability being established the Seller shall not be liable to pay damages arising from the aforesaid loss or damage.
x. Save as expressly provided for in the contract for supply the Seller shall in no circumstances be liable for the following loss or damage howsoever caused and howsoever arising whether by reason of the Seller’s negligence or otherwise, even if such loss or damage was or ought reasonably to have been, in the contemplation of the parties at the date of the contract for supply as being likely to occur;
a. Economic loss, which shall include, without limitation, loss of profits, reputation, goodwill, business use, use of interest, services of employee or agent, anticipated savings, expenses rendered futile by the breach and expenses caused by the breach;
b. Any other consequential or indirect loss or damages;
c. Any claim made against the Buyer by any other party; In the event of legal liability being established the Seller shall not be liable to pay damages arising from the aforesaid loss or damage.

6. EVENTS BEYOND THE CONTROL OF THE SELLER
i. The Seller does not accept liability incurred under the contract for supply wherever and to the extent to which the fulfilment of the Seller’s obligation is prevented frustrated impeded and/or delayed as a consequence of any “force majeur” and/or any occurrence whatever beyond the control of the Seller, such to include, without prejudice to the generality of the foregoing;
a. Act of God, fires, floods or other casualties;
b. Wars, riots, civil commotion, embargoes, governmental regulations inability to obtain necessary materials from the Seller’s usual source of supply;
c. Shortage of transport facilities or delays in transit;
d. Existing or future strikes or other labour troubles affecting the performance thereof whether involving the Seller’s employees, or employees of other and regardless of the responsibility or fault on the part of the employers;
e. Failure in whole or in part of power supplies.
ii. The Seller undertakes however to make every reasonable endeavour within its power to overcome difficulties arising in connection therewith but reserves the right to cancel suspend or vary its obligations under the contract of supply and in the event of shortages of goods or of available resources for their production storage or delivery or continued difficulty in rendering services arising from any of the events or circumstances referred to above ,the Seller reserves the right to allocate as it may think fit .

7. INDEMNITY
i. The Buyer agrees to indemnify the Seller against any loss, damage, costs, claims or expenses incurred by the Seller in respect of liability established against the Seller by a third party arising out of or in connection with the contract of supply.

8. PATENT INDEMNITY
i. When goods are made or adapted by the Seller in accordance with the Buyer’s specifications, the Buyer shall indemnify the Seller against all costs, claims and expenses incurred by the Seller in respect of the infringement or alleged infringement by such goods of any patents, registered designs, trade marks or other rights belonging to third parties.

9. BUYER’S PROPERTY
i. Any material or property of the Buyer or material or property supplied to the Seller by or on behalf of the Buyer is supplied entirely at the Buyer’s risk and the Seller will not be liable or held responsible for any loss or damage to such material or held responsible for any loss or damage to such material or property whether or not attributable to the acts, defaults, or negligence of the Seller or any of the Seller’s employees or agents.

10. SCOTTISH LAW
i. The formation, construction and performance of all contracts for supply shall be governed in all respects by Scottish Law. The Buyer and Seller hereby agree to submit to the non-exclusive jurisdiction of the Scottish Courts.

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