Terms & Conditions of Sale

1 DEFINITIONS

1.1 In these Conditions:

“the Company”

means Felt Products Northern Ltd (registered number 7880053 whose registered office is at Bradley Hall Trading Estate, Bradley Lane, Standish)

“the Customer” means the company, partnership or other person which places an order with the Company which is accepted by the Company

“the Goods” means the goods which the Company is to supply as set out in an order placed by the Customer that has been accepted by the Company (as the case may be)

“Conditions”

means the terms and conditions of sale set out in this document and (unless the context requires otherwise) including any special terms and conditions agreed in writing and signed by an authorised representative of the Customer and the Company

“the Contract”

means any agreement for the purchase and sale of the Goods

“Price”

means the price payable for the Goods

1.2 In these Conditions:

(a) reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted or replaced from time to time. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted or replaced from time to time.

(b) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

2 CONDITIONS OF SALE

2.1 The Company shall sell and the Customer shall purchase the Goods in accordance with any written or verbal order of the Customer which is accepted by the Company, subject in either case to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted or any such order is made or purported to be made by the Customer.

2.2 No variation to the Conditions shall be binding unless agreed in writing and signed by authorised representatives of the Customer and the Company. Only a director of the Company is entitled to enter into contracts that vary these Conditions.

2.3 The customer accepts that the Company only concludes Contracts for the supply of the Goods on the basis that they incorporate these Conditions (unless otherwise agreed in accordance with Condition 2.2.) to the exclusion of any other terms and conditions.

2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. For the avoidance of doubt, the Customer’s standard terms of purchase are expressly excluded from all Contracts and all orders placed by the Customer shall be treated as placed upon these Conditions regardless of whether or not they purport to incorporate the standard terms of the Customer. References to the Customer’s purchase orders, specifications or other similar documents shall not include any standard terms delivered with, referred to or stipulated or contained in such documents and they shall not form part of any Contract.

3 ORDER AND SPECIFICATION

3.1 No order from the Customer shall be deemed to be accepted by the Company unless and until it has been acknowledged in writing on an order acknowledgement form and signed by an authorised representative of the Company or until it is confirmed orally by such authorised representative.

3.2 The Customer accepts that he shall be responsible to the Company for the accuracy of any order (including any applicable specification) he submits to the Company and the Company shall not be liable for the suitability or otherwise of Goods manufactured in accordance with the order or specification if that order or specification is incorrect. The Customer shall indemnify the Company against all loss, damages, costs and expenses to which the Company may become liable as a result of work done in accordance with an order or specification which involves the infringement of any patent, copyright, design, trademark or other intellectual property of any other person.

3.3 The Company reserves the right to change the specification of Goods, whether the Customers or its own, at any time prior to delivery where required to comply with any statutory requirements.

4 QUOTATIONS

Where the Company provides any quotation, no contract shall be formed for the supply of the goods specified in the quotation unless the Customer has placed an order in accordance with that quotation and the Company has subsequently accepted that order in accordance with Condition 3. The acceptance of a quotation by the Customer shall not itself constitute a contract.

5 PRICE

5.1 The Price, subject to Condition 5.3, shall be the price specified by the authorised representative of the Company to the Customer at the time of the order.

5.2 If no price is quoted by the Company to the Customer, the Price shall be the Company’s published list price in force as at the date of delivery of the Goods.

5.3 If prior to delivery of the Goods there shall be an increase in the cost of materials (including the imposition of duties or any increase in duties payable on materials or changes in exchange rates affecting the cost of import of materials) or other costs relating directly or indirectly to the manufacture and/or supply of the Goods, the company reserves the right to increase the Price to reflect the increased costs.

5.4 The Price shall be exclusive of VAT and shall be exclusive of charges in relation to transport, packaging and insurance subject to Condition 6.

6 PAYMENT

6.1 Subject to Condition 6.3(e), the Company shall submit an invoice to the Customer at the address previously notified to the Company and which shall be submitted on or at any time following despatch of the Goods (or in the case of Goods that are to be delivered ex-works, at any time after they are made available for collection) and which shall include the Price, any other additional charges (including, but not limited to, transport, packing and insurance) and VAT, which shall be itemised separately on the same invoice.

6.2 Subject to Condition 6.3(e), the Customer shall pay the Company in cleared funds, without deduction or set-off and to the bank account nominated by the Company, the full amount stated on the invoice within 30 days of the date of the invoice notwithstanding that delivery may not have taken place and the property in the goods has not passed to the Customer. The time for payment shall be of the essence.

6.3 If the Customer fails to make payment in accordance with Condition 6.2:

(a) the sums outstanding for the Goods shall become immediately due and payable; and

(b) interest shall accrue on the sums outstanding at a rate of 3% per annum above the base rate of the bank appointed by the company from time to time. It shall be calculated and added to the amount outstanding weekly and compounded quarterly and shall accrue at such rate after as well as before judgement; and

(c) the Company shall be entitled to terminate the Contract and any other Contracts between the Company and the Customer; and

(d) the Company shall be entitled to suspend any further deliveries to the Customer; and

(e) the Company reserves the right to require the Customer to pay for all subsequent Contracts in cleared funds immediately on acceptance of such Contracts (or on such other terms as the Company may agree in writing) and the Company shall not have any obligation to perform any such Contracts until payment for them has been received in full.

6.4 Payment shall be made without any deduction or deferment in respect of any disputes or claims whatsoever or in respect of any taxes imposed by or under the authority of any government or public authority.

7 DELIVERY

7.1 Delivery shall take place at the address agreed in writing by the parties but if no other delivery address is agreed, delivery shall take place ex-works at the Company’s premises.

7.2 Any quoted delivery date of the Goods given by the Company to the Customer shall be approximate only and the Company cannot guarantee delivery on the date so quoted. Time for delivery shall not be of the essence.

7.3 The Customer shall be entitled to terminate an order where the Goods have not been delivered by the Company within 30 days of the agreed delivery date unless the delay is due to events beyond the Company’s control (in which case the 30 day period shall be extended an amount equivalent to the period for which the Company is delayed due to events beyond its control). The Customer shall not have a right to recover costs for or associated with termination.

7.4 The Company reserves the right to deliver the Goods in instalments to the Customer. In this case each delivery shall constitute a separate Contract and failure by the Company to deliver any or more of the instalments in accordance with these Conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as a whole as repudiated.

7.5 The Company reserves the right to make an additional charge to the Customer for the cost of delivery of the Goods on orders below the standard minimum order quantities specified by the Company from time to time. The amount of any such additional charge shall be as specified by the Company at the time of the order and it shall be paid by the Customer in accordance with Condition 6.

7.6 The Customer shall accept delivery of the Goods on the date that they are delivered by the Company. If for any reason the Customer fails to accept delivery of the Goods when the Goods are due and ready for delivery then, without prejudice to any other right or remedy available to the Company, the Company will be entitled to:

(a) store the Goods until actual delivery and charge the Buyer for the cost of storage, transport any related insurance and a handling fee specified by the Company; and/or

(b) sell the Goods and invoice the Customer for the difference between the net sum obtained by the Company (after having deducted the Company’s costs of storage, handling and sale and the Goods) and the Price. The Customer shall pay such sum to the Company immediately.

7.7 Each order delivered to Northern Ireland will be subject to a £15 customs charge per pallet.

8 RISK

Risk of damage or loss of the Goods shall pass to the Customer:-

(a) in the case of Goods to be delivered at the Customer’s premises or other premises agreed in writing with the Company, at the time of delivery of the Goods at those premises (or the time that they would have been so delivered had the Customer accepted delivery in accordance with these Conditions); or

(b) in the case of Goods to be collected by the Customer from the Company’s premises at the time that the Company notifies the Customer that the Goods are available for collection.

9 ACCEPTANCE

9.1 Notwithstanding that risk in the Goods shall pass to the Customer on delivery, the Customer is deemed to have examined the Goods three days after delivery has occurred and the customer shall be deemed to have accepted the Goods five days after delivery unless it has notified the Company of a material defect or shortfall prior to the expiry of that five day period.

9.2 If, in relation to Goods delivered as referred to at Condition 8(a), those goods or a part thereof, are damaged during transit the Company shall only accept the return of such damaged Goods if they have been stored on end by the Customer.

9.3 After acceptance the Customer shall not be entitled to reject goods which are not in accordance with the Contract as the Customer is deemed to have checked the accuracy of the order and the specification in accordance with Condition 3.2.

10 RETENTION OF TITLE

10.1 Notwithstanding Condition 8, property in and ownership of the Goods shall not pass to the Customer until:

(a) the Goods; and

(b) all other goods the subject of a contract between the Company and the Customer (“the Additional Goods”) have been paid in full by the Customer. The payment in full shall include the Price and any other charges (including, but not limited to, transport, packaging and insurance) and VAT.

10.2 Until the property in the Goods has passed to the Customer, the Customer shall hold the same as the Company’s fiduciary agent and bailee in a manner which enables them to be identified as the Goods of the Company. Until that time, the Customer shall be entitled to use or resell the Goods in the ordinary course of business but shall account to the Company for the proceeds of sale or otherwise of the same and shall keep all such proceeds separate from any monies or property of the Customer of third party.

10.3 The Customer’s right to possession of the Goods shall cease if the Customer has not paid for the Goods in accordance with Condition 6 or if any of the matters set out in Condition 0 occur in respect of the Customer. The Company shall then be entitled at any time to require the Customer to deliver up the Goods to the Company and, if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods.

11 WARRANTIES AND LIABILITY

11.1 The Company warrants that on delivery the Goods shall:

(a) conform to the written specification agreed with the Customer; and

(b) be free from material defects in materials and workmanship; and

11.2 If:

(a) the Customer gives notice in writing to the Company within 6 months of the date of delivery of the Goods that some or all of the Goods do not comply with the warranty set out in Condition 11.1;

(b) the Company is given a reasonable opportunity of examining such Goods; and

(c) the Customer (if asked to do so by the Company) returns such Goods to the Company’s place of business at the Customer’s cost, the Company shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods.

11.3 The Company’s only liability to the Customer if the Goods fail to comply with the warranty set out in Condition 11.1 is as set out in this Condition 11.

11.4 For certain premium products the Company may make available additional, optional stand-alone warranties (each a “Premium Warranty”). The Company gives no warranties, representations, conditions, guarantees or other commitments in relation to the Goods other than those set out in writing in these Conditions and in any applicable Premium Warranty. Without limiting the generality of the previous sentence, all terms that would otherwise by implied by law, course of dealing or otherwise (including without limitation the terms implied by sections 13 to 15 of the Sale of Goods Act 1979) are excluded from the Contract to the fullest extent permitted by law.

11.5 The Company shall be under no liability under the warranty set out in Condition 11.1 (or any other warranty, condition or guarantee) if the total price of the Goods has not been paid by the due date for payment. Nor shall the Company have any liability for breaches that have not been notified to the Company prior to the expiry of the 6 month period described above.

11.6 The warranty set out in Condition 11.1 does not extend to parts, materials or equipment not manufactured by the Company, in respect of which the Customer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Company.

11.7 These Conditions shall apply to any repaired or replacement Goods supplied by the Company except that the 6 month period set out in Condition 11.2 shall start from the original date of delivery of the Goods to the Customer and not the date of repair or replacement.

11.8 The exclusions and limitations on liability set out in this Condition 11 shall not operate to exclude or limit any liability that the Company would otherwise have for:

(a) breach of the Company’s obligations arising under section 12 Sale of Goods Act 1979 or section 2 Sale and Supply of Goods and Services Act 1982;

(b) personal injury or death resulting from the Company’s negligence, or the negligence of its employees, agents or subcontractors (as applicable);

(d) any matter for which it would be illegal for the Company to exclude or restrict liability.

11.9 Subject to Condition 11.8, the Company shall not be liable to the Customer for any:

(a) loss of use, profit, revenue, anticipated profit or revenue, business, contract, overhead recovery, anticipated savings, data or production or any for any damage to goodwill (in each case whether the loss or damage is direct or indirect);

(b) product recall or business interruption costs (in each case whether these are direct or indirect losses); or

(c) third party claims or any ex gratia payments made to third parties (in each case whether these are direct or indirect losses); or

(d) claims arising from installation of materials; or

(e) any special, indirect or consequential losses arising out of or in connection with the Contract, whether arising in contract, tort (including negligence) or otherwise howsoever and regardless of whether or not the Company has been advised of such loss or damage.

11.10 Nor shall the Company be liable to the Customer for any act, omission or inaction of any third party haulier in connection with the delivery or failure to deliver any of the Goods save that the extent that the Company will pass on any sums recovered by the Company for and on behalf of the Customer from such third party haulier (if any).

11.11 Subject to Condition 11.8, the Company’s total aggregate liability in contract, tort (including negligence) or otherwise howsoever arising out of or in connection with the Contract shall in no event exceed the Price for the Goods that are the subject of the Contract.

11.12 For the avoidance of doubt this Condition 11 shall survive the termination of the Contract.

12 TERMINATION BY COMPANY

Without limiting its other rights and remedies, the Company shall be entitled to immediately terminate the Contract upon written notice to the Customer or suspend any further deliveries under the Contract without any liability to the Customer, and if the Goods have been delivered but not paid for, the Price shall become immediately due and payable notwithstanding any previous agreement or agreements to the contrary on the happening of any one or more of the following events:

(a) the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;

(b) the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(c) petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer;

(d) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the Customer (being a company);

(e) the holder of a qualifying floating charge over the assets of the Customer (being a company) has become entitled to appoint or has appointed an administrative receiver;

(f) a person becomes entitled to appoint a receiver over the assets of the Customer or a receiver is appointed over the assets of the Customer;

(g) a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Customer’s assets; or

(h) if there shall be any breach by the Customer of these Conditions.

13 HEALTH AND SAFETY

13.1 The Customer shall comply with the following procedures when handling the goods in order that the requirements of the Health and Safety at Work Act 1974 and related legislation are complied with:-

(a) all Goods comprising rolls of felt (“Felt”) shall be stacked and transported standing on end;

(b) pallets of Felt shall be stacked up to a maximum of two high with a firm divider placed upon the lower pallet of Felt to ensure an even weight distribution;

(c) great care should be exercised when handling the rolls of Felt and in particular they should be lifted with knees bent to ensure the maximum protection to the back of the person handling the Felt;

(d) toe protection is advisable when handling the Felt;

(e) the Felt is bitumen based and hands should, therefore, be washed thoroughly after handling to avoid the ingestion of any bitumen and any waste materials should be disposed of in a controlled manner.

13.2 The Company does not accept any liability for damage to the person or property if the procedures set out in Condition 13.1 are not adhered to.

14 CANCELLATION BY CUSTOMER

Subject to Condition 7.3 no order which has been accepted by the Company may be cancelled by the Customer except with the agreement in writing of the Company and on terms that the Customer shall indemnify 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.

15 SEVERANCE

If the whole or any part of these Conditions shall become or declared illegal, invalid or unenforceable for any reason whatsoever, such part shall be severed from the Conditions and shall not in any way whatsoever prejudice or effect the remaining parts of the Conditions which shall continue in full force and effect.

16 FORCE MAJEURE

The Company may at its sole discretion terminate or suspend the Contract upon the occurrence of an event which is beyond the reasonable control of the Company which event the Company could not reasonably be expected to have taken into account at the date of the Contract including act of God, lightning, fire, storm, flood, earthquake, accumulation of snow or ice, strike, lockout, or other industrial disturbance , act of public enemy, war declared or undeclared, threat of war, terrorist act, public demonstration, sabotage, act of vandalism, prevention from or hindrance in obtaining in anyway materials, energy or other supplies, explosion and fault or failure of plant or machinery (which could not have been prevented by good industry practice). The Company shall not be in breach of the Contract if it is unable to perform its duties and obligations due to the aforesaid.

17 NOTICES

Any notice or other document to be given under the Contract shall be in writing and shall be deemed to have been duly delivered within two days of posting if by first class post, airmail post or registered post to the address of a party set out on the order form or the order acknowledgement whichever is applicable.

18 ASSIGNMENT AND OTHER DEALINGS

18.1 The Company may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

18.2 The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Company.

19 ENTIRE AGREEMENT

19.1 This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

19.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

20 THIRD PARTY RIGHTS

No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms.

21 GOVERNING LAW AND JURISDICTION

The validity, construction and performance of the Contract shall be governed by English law. All disputes, claims or proceedings between the parties relating to the validity, construction or performance of the Contract shall be subject to the exclusive jurisdiction of the High Court of Justice in England to which the parties hereto irrevocably submit.