1.      In these conditions the 'Seller' means Owens Engineering Ltd trading as 'huntington', the 'Buyer' means the persons or company to whom this document is addressed.

2.      Quotations remain valid for thirty days or such other time as the Seller may in writing specify.  The Seller's quotation is not an offer capable of acceptance so as to form a binding contract but when a copy of such quotation is signed and returned by the Buyer shall be an offer by the Buyer to purchase the goods and services quoted for upon these conditions.  The Seller may accept or reject such offer and will communicate its acceptance or rejection in writing.  Not withstanding anything to the contrary in the Buyer’s standard conditions of purchase these conditions shall apply to the contract between the Seller and the Buyer except so far as expressly otherwise agreed in writing by the Seller.

3       Unless otherwise agreed in writing by the Seller’s payment must be made on or before the thirtieth day following the date of the Seller’s invoice.  In default of payment on the due date the Seller may charge interest both before and after judgement at the legal % rate applicable above base rate from time to time on all monies which are overdue from the date when payment became due until the date of actual payment in full together with such interest (both dates inclusive).

4       The quoted prices are exclusive of carriage and packing which will be charged in addition unless otherwise stated.  All prices are exclusive of VAT.  Unless otherwise stated all packing is non-returnable.

5       a)          The title in the goods will remain vested in the Seller as legal and equitable owner and shall not pass to the Buyer (who shall be entitled to possession of the goods as bailee only) until the Buyer has paid in full to the Seller all sums owing by the Buyer to the Seller under the contract.

          b)          Until payment has been made of all sums mentioned in (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 any other goods and shall insure the goods in their full replacement value and noting the Seller’s interest on the policy of insurance.

c)           Notwithstanding that the goods remain the property of the Seller the Buyer shall have a license to sell the goods at full market value for money to a bona fide customer in the normal course of business and deliver the same pursuant to such sale.  Notwithstanding any period of credit extended to the Buyer by the Seller the Buyer shall immediately pay the Seller for goods so sold by the Buyer.

d)          If the Buyer does not pay for the goods in accordance with the terms of payment above or any of the events referred to in ~(e) below occur, the licence in ~(c) above shall forthwith and automatically terminate and the Seller shall be entitled to enter upon the Buyer’s premises and take possession of the goods and the Buyer hereby grants the Seller an irrevocable license so to do.

e)          The events referred to in (d) above are the levying of any distress or execution against the Buyer making any composition with its creditors or the commencement of any proceedings which could lead to the bankruptcy, liquidation or the appointment of a receiver or manager of the Buyer or the Seller serving a written notice on the Buyer terminating the licence in (c) above (which the Seller may do at any time in its absolute discretion).

6       In the event of goods being received, damaged or short delivered the carrier’s note must be endorsed accordingly.  Where it is not practical to examine the goods immediately upon delivery the carrier’s note should state “contents not examined on delivery". Whatever the circumstances, both the carrier and the Seller must be notified in writing within three days of receipt, in the event of shortage or damage.  The Seller will not accept liability for any such claim if this condition is not strictly adhered to.

7       If the goods have not been received by the Buyer within ten days of the date of receipt of the Sellers invoice the Seller must be informed accordingly and without further delay.  Claims arising for non-delivery where this procedure has not been complied with will render the claim inadmissible.

8       The Seller does not exclude or restrict its liability:

a)          for death or personal injury caused by its negligence or the negligence of any servant or agent (but not independent contractor) of the Seller; or

b)          in so far as any exclusion or limitation of its liability is otherwise void prohibited or unenforceable by law and all provisions in these conditions are subject to this clause 8.

9       The Seller shall not be liable to the Buyer in contract or in tort for:

a)          any loss of profit or of contracts; or

b)          any damage or injury to the extent that the same is caused by or arises out of the acts of or omissions of the Buyer or of others (not being the Seller’s servants or agents).

10.      Subject to the conditions set out below in the clause 10 and as otherwise provided in these Conditions the Seller warrants that:

a)        the goods will correspond in all material respects (and subject to clause 12) with the Seller’s written specification at the time of delivery and will be free from defects in material and workmanship for a period of 12 months from the date of their delivery; and

b)        the Seller will perform all services (if any) with reasonable care and skill.

            These warranties are given by the Seller subject to the following cord conditions:

i)         The Seller shall be under no liability under the warranty at (a) above in respect of any defect in the goods arising from any drawing, design or specification supplied by the Buyer.

ii )       The Seller shall be under no liability under the warranty at (a) above in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in writing), misuse or alteration or repair of the goods without the Seller’s approval.

iii)          The warranty at (a) above does not extend to parts, materials or equipment not manufactured by the Seller in respect of which the Buyer shall only been entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller and insofar as the Seller is reasonably able to pass the benefit thereof on to the Buyer.

iv)         The Seller shall be under no liability under either of the above warranties if the total price for the goods and services has not been paid by the due date for payment.

v)          The limit of the Seller’s responsibility under the warranty at (a) above shall be the repair or replacement of goods agreed by the Seller as being defective and returned to the Seller’s premises at the Buyer’s cost if so requested and under the warranty at ~(b) above shall be the rectification (free of cost to the Buyer and at the Buyer’s site where necessary) of any services not complying with such warranty.

              These warranties are in substitution for and shall replace all other warranties implied by statute, common law, course of dealing or otherwise, all of which are hereby excluded.

11.        Any time for delivery of goods or performance of services agreed by the Seller is a business estimate only and the Seller shall not be liable for any delay caused by any fact or circumstance beyond the Seller’s reasonable control including (without limitation) industrial action of its own employees.  The Seller will give the Buyer notice of any such delay but (for the avoidance of doubt) the Buyer may not cancel the contract (unless with the Seller’s written agreement).

12.        All descriptions, specifications, drawings and other particulars given by the Seller are approximate only and are supplied on the understanding that the Seller shall not be liable for any injuries, expenses, losses or damage which may be attributable in any way to the use of the information given.

13.        The Seller, at all times, reserves the right without notice to change, alter or improve the design of its products and thereafter supplies accordingly.  It undertakes that any such changes will not adversely affect performance of the goods for the purpose for which they are designed.

14.        The contract shall be in all respects subject to English Law and the parties submit to the non-exclusive jurisdiction of the English courts.

15.        Without prejudice to any other right or remedy of the seller the Seller may terminate the contract forthwith by written notice to the Buyer if the Buyer breaches any term of the contract or if the Seller believes that the Buyer will or may be unable to pay all monies due under the contract.

16.       The Buyer shall not assign any of its fights or obligations under the contract

17.       The Buyer shall have no right of off-set.

18.        The Buyer acknowledges that it has not entered into the contract relying on any representations or undertakings of the Seller save those reduced to writing and signed by a duly authorised representative of the Seller.

19.        If any term of the contract is held to be void or unenforceable by any reason of law, then it shall be void or unenforceable to that extent only and no further and all other terms shall remain valid and fully enforceable.

20.        Any notice to be given hereunder shall be in writing and delivered by hand or sent by facsimile or ordinary first class mail to the recipient partly and shall be deemed received when delivered or sent by facsimile or if so posted 48 hours after posting.