Terms and Conditions of Supply

Basis of Sale

These Conditions apply to all contracts entered into by The Straits Trading Company Ltd (the "Seller"). By placing an order with the Seller or accepting the Seller's quotation, the Buyer agrees to deal with the Seller on these Conditions to the exclusion of all other terms, conditions, warranties or representations. The Seller may vary these conditions at any time subject to giving reasonable notice of such amendment to the Buyer. The construction, validity and performance of the contract and these conditions are governed by the law of England and the parties accept exclusive jurisdiction of the English Courts.

1. Sale and Purchase

All orders are subject to confirmation by the Seller and availability of goods.

The Seller reserves the right to make any changes in the specifications of the goods which are required to conform to any applicable safety or other requirement or which do not materially affect their quality, appearance or performance.

The seller reserves the right to cancel any order balance of £100 or less.

The Buyer shall not be entitled to cancel (in whole or in part) any order except with the prior written permission of the Seller. As a condition of its permission the Seller may require that the Buyer indemnifies the Seller in full against all loss (including loss of profit), costs (including materials labour and shipping), damages and expenses incurred by the Seller in relation to the cancelled order or quotation.

2. Delivery

Unless otherwise expressly agreed in writing delivery of the goods shall be deemed to have been duly effected by the Seller:-

In the case of goods being collected by the Buyer, when the Seller releases the despatch documentation to the Buyer or Buyer's representative.

In all other cases when the goods are signed for at the delivery address.

The risk in the goods shall pass from the seller to the buyer upon delivery of such goods to the buyer (as stated above). However, notwithstanding delivery and the passing of risk in the goods, title and property in the goods, including full legal and beneficial ownership, shall not pass to the buyer until the seller has received in cash or cleared funds payment in full for all goods delivered to the buyer under this and all other contracts between the seller and the buyer for which payment of the full price of the goods thereunder has not been paid. Payment of the full price of the goods shall include the amount of any interest or other sum payable under the terms of this and all other contracts between the seller and the buyer under which the goods were delivered.

Where the Seller is to deliver the goods in instalments, each instalment shall be treated as an entirely separate contract and any default or breach by the Seller in respect of any such instalment shall not entitle the Buyer to cancel any other instalment or treat the contract as a whole as repudiated.

If damages and shortages are not notified within 8 days of delivery, no claim against the Seller may be made in respect of such matters. Any claim shall be limited to the excess in cost (to the buyer) of the goods to replace those not delivered or damaged.

Non delivery of goods must be notified to the Seller within 14 days of invoice date. In the event that the Seller is notified of non delivery (other than for reasons beyond the Seller's control or as a result of the Buyer's default) liability shall be limited to the excess in cost (to the Buyer) of the goods to replace those not delivered.

3. Prices and Payment

Unless otherwise stated all prices are given on an ex-works basis and the Buyer shall be liable to pay the Seller's charges for transport, packaging and insurance together with any additional expenses, licence fees or duties paid or incurred by the Seller as a result of the delivery address not being in the UK.

The price is exclusive of any applicable value added tax which the Buyer shall be additionally liable to pay to the Seller.

The price of the goods will be as stated by the Seller at the time of delivery unless previously agreed in writing between the Buyer and the Seller.

The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price to reflect any increase in the cost to the Seller which is due to any factor beyond its control, which shall include but not be limited to, any increase in the cost of materials, goods or labour, transport charges, currency fluctuations, taxes and/or duties.

The Buyer shall make payment to the Seller within 30 days of the date of the invoice, or to other such payment terms agreed in writing between the Buyer and the Seller.

If full payment is not received by the Seller on or before the due date then without prejudice to its rights the Seller shall be entitled to:-

Cancel the contract or suspend any further deliveries under that or any other contract;

Sue for the entire price and to charge interest on the outstanding balance at the rate of 4% over the Bank of England base rate in force at the date of invoice from the date payment became due until date of settlement; and/or

Enter any premises occupied or controlled by the Buyer where the goods are sold or stored to repossess the same or other goods to the value of all monies outstanding.

4. Warranty and Liability

The Seller warrants that the goods will, at the time of delivery, correspond with any specifications set out in the relevant quotation, order or samples provided. All implied warranties and conditions are hereby excluded to the fullest extent permitted by English law.

The Buyer will be entitled to any warranty or guarantee as is given by the manufacturer to the Seller and which the Seller hereby assigns to the Buyer so far as it is able.

Save as provided in clause 4.5, the Seller's total liability under any contract shall be limited to the monies paid by the Buyer under that contract and the Seller shall not be liable for any indirect, consequential or special loss or damage.

Save as provided in clause 4.5, the Seller shall not be liable for any damage, loss, injury, expense or cost resulting from the method of display of the products provided by the Seller.

Nothing in these Conditions shall limit or restrict the Seller's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation or for any other liability the exclusion or limitation of which is prohibited by English law.

5. Termination

The Seller shall be entitled to terminate the contract forthwith by notice in writing to the Buyer:-

In the event of any procedure relating to the solvency of the Buyer. (In which case, in addition, all outstanding monies shall be treated as being immediately overdue);

Should the Buyer be in material breach of his obligations;

If the Buyer ceases, or threatens to cease, to carry on business; and/or

If there is at any time a material change in the management, ownership or control of the Buyer.

6. Data Protection

The Seller may transfer information about the Buyer to its bankers/financiers/insurers in order for them to provide their services to the Seller and their other customers to help them to a) obtain credit insurance b) undertake credit control c) undertake assessment and analysis (including credit scoring, market, product and statistical analysis) d) securitise debts and/or e) protect their interests.

The Seller and/or its bankers/financiers/insurers may make credit reference agency searches in respect of the Buyer's business and its principles.

The Seller's bankers/financiers/insurers may give information about the Buyer and the Buyer's indebtedness to a) any other division or associated company of theirs b) the Seller's or their insurers c) any advisers acting on the Seller's behalf and/or d) any business to whom the Buyer's indebtedness or the Seller's financing arrangements with such banks/financiers/insurers may be transferred.

The Seller's bankers/financiers/insurers may make decisions about the Buyer solely using an automated decision making process.

The Seller's bankers/financiers/insurers may monitor and/or record phone calls to them for training and/or security purposes.

The Seller will provide the Buyer with details of its bankers/financiers/insurers on request, including a contact telephone number from where the Buyer can obtain details of the credit reference agencies used by them and any third parties to whom information is transferred.