1. GENERAL

         (a)     These Conditions shall apply to all quotations made and all orders and contracts for the sale of goods (“goods”) accepted by us. Any other terms, conditions,  warranties or representations, are hereby excluded. Special or additional terms of the Purchaser shall be of no effect unless specifically accepted by us in writing.

         (b) Any variation or addition to these conditions or any contract shall only be binding upon us if in writing accepted and signed on our behalf by an authorised  

member of GK Switchgear Limited. Contracts may be cancelled only with our written consent and on terms which will indemnify us for all loss.

         (c) No quotation by us shall constitute an offer and no order placed by the customer shall be binding upon us unless and until specifically accepted by us in writing, all such acceptances being strictly subject to these conditions.

2. DOCUMENTS

         (a) The contract documents shall be our quotation, any written amendments, and the drawings and specifications referred to in the quotation or written amendments thereto. Any amendments must be written and signed by an authorised member of GK Switchgear Limited. No verbal changes to the contract shall be permitted.

         (b) We reserve the right at any time to correct clerical or technical errors in the contract documents.

         (c) The Purchaser is deemed to have furnished us with any necessary specifications and drawings when seeking a quotation. Any amendments to the specification or drawings must

                   be notified to us as soon as available and will entitle us to deviate from the quoted figure as appropriate to the amendment.

         (d) Save as expressly provided, none of the provisions of the contract are intended to or will operate to confer any benefit (pursuant to the Contracts (Rights of Third Parties) Act 1999) on a person or entity who is not named as a party to the contract.

         (e) The Purchaser warrants that the Purchaser enters into the contract solely on the basis of the terms of the contract and not in reliance upon any oral representation or warranty whatsoever.  The Purchaser acknowledges that the only representation on which it relies are those set out in the contract documents.

3. PRICES

All prices are shown in our quotation and are ex-works, and are exclusive of VAT. Delivery charges will be shown in the quotation, and if not shown delivery is to be arranged by the Purchaser. We reserve the right to alter or amend the price in accordance with amendments, variations, and extras requested by the Purchaser from time to time.

4. SETTINGS IN PROTECTION DEVICES

GKS do not undertake the establishment or entering of the variable settings in any protection devices contained within switchgear or other equipment supplied by them save as set out herein.  If the Purchaser or its authorised agent gives specific written instructions to GKS as to protection settings to be entered which instructions are specifically acknowledged and accepted by GKS, GKS will enter settings in protection devices in accordance with such written instructions.  GKS cannot be held liable for any loss arising from incorrect settings being entered in any protection devices contained within switchgear or other equipment supplied by them.  Under no circumstances does GKS undertake any final checking of the variable settings in any protection devices contained within switchgear or other equipment supplied by them prior to commissioning.

5. TERMS OF PAYMENT

         (a) Unless otherwise agreed in writing, payment is due in full, without set off or deferment, on the last day of the month following the month in which the goods were invoiced.

         (b) Where the Contract is to be or may be fulfilled in separate deliveries or parts, payment for each such delivery or part shall be made as if the same constituted a separate contract.

         (c) Should the Purchaser fail punctually to comply with the terms of payment, GK Switchgear Limited shall be entitled to interest on any amount overdue at the rate of 1.5% above the Base Rate of Barclays Bank plc from time to time in force.

         (d) No retention shall be made by the Purchaser unless agreed in writing at the time that any contract between the parties is entered into.

         (e)      The supplier will be entitled to perform or make delivery of Services and/or goods by instalments and to invoice the Customer for each instalment performed or despatched. Each

                    Instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Customer to repudiate or cancel any other       

                   Contract or instalment.

6.                 TERMINATION AND PARTIAL Deliveries in the event of the Purchaser for any reason failing within one calendar month of the due date for payment to effect  any payment which may be due under any contract with us, or if the Purchaser commits any breach of any contract with us or on the occurrence of any event referred to in paragraph 15 hereof, we shall thereupon be entitled forthwith to terminate the contract or any unfulfilled part thereof, or any other contract with the Purchaser or at our option to make partial deliveries thereon.
7. FORCE MAJEURE

         (a) We shall be entitled, without liability on our part and without prejudice to our other rights, to terminate the contract or any unfulfilled part thereof, or at our  option to  suspend or make partial deliveries if the completion of the manufacture of the goods by us or by our sub-contractors or suppliers is prevented, hindered or delayed for a period of three months from the estimated date of delivery by reason of the Purchaser failing to furnish necessary information or instructions or by reason of war, terrorist activity, civil commotion, governmental restrictions, transport difficulties, strikes, lock-outs, accident or stoppages to works, shortages of labour, materials, equipment, fuel or power, machinery breakdown or any other cause whatsoever beyond the control of ourselves, our subcontractors or our suppliers.

         (b) If the contract is terminated whether in whole or in part in such circumstances, the customer shall be liable to pay for any goods delivered under the terms of the contract on a pro rata basis. In such circumstances we shall incur no liability to compensate the customer for any loss or damage whatsoever incurred and caused by the failure to deliver the goods.

8. DELIVERY

         (a) When delivery is arranged by us the Purchaser shall be bound to accept delivery of goods on arrival at his works or such other destination as specifically notified to us in writing by the Purchaser at the time of making the contract.

Where delivery is to be made otherwise than to the location notified when the specification and drawings are furnished to us, we reserve the right to make an additional charge in respect of the costs of delivery and the Purchaser shall be deemed to have authorised us to accept acknowledgement of receipt of the goods from a third party at our discretion at a place where the goods are to be delivered as if that third party were the customer or his agent.

Risk in the goods shall pass to the Purchaser upon delivery to the Purchaser’s works or such other destination as referred to above. The Purchaser must notify us and the carrier in writing (otherwise than upon the carriers documents) of damage in transit, mis-delivery or quantity discrepancy within 3 days. The Purchaser must notify us and the carrier in writing (otherwise than upon the carriers documents) of non-delivery within 6 days where delivery is effected through the post, and within 10 days where delivery is effected by road transport or British Rail, in all cases from the date of our invoice. Full particulars of a claim or loss must be received in writing within 14 days of delivery.

        (b) Where delivery is arranged by the Purchaser, risk shall pass on the Purchaser on delivery to his carrier or representative.

        (c)  Whilst we will endeavour to meet any estimated date or dates for delivery of the goods, times for despatch and delivery expressed in the contract shall not be of the essence.  We shall be under no liability for any loss or damage to the Purchaser or others arising out of late despatch or delivery, whether such loss or damage is direct, indirect, consequential or otherwise nor shall such late despatch or delivery be deemed to be a breach of contract, nor entitle the Purchaser to cancel the contract.

       (d)  Without prejudice to our other rights, should the Purchaser for any reason fail to accept delivery of goods on arrival, we shall be entitled at the Purchaser’s risk and expense to store, and/or procure or effect storage of the goods elsewhere.

       (e)  The Purchaser warrants that any necessary unloading facilities will be available at the place of delivery.

9. RETURNS

                Goods returned other than under clause 10(b) will not be accepted or credited by us unless previously agreed in writing.

10. 10. FAULTS AND DEFECTS AND EXCLUSION OF LIABILITY

       (a)   All faults or defects, whether visual or non-visual, must be notified to us in writing within 365 days of date of despatch.

       (b)  Providing the Purchaser notifies us in accordance with (a) above we will attend the location of the goods to investigate the fault or defect to ascertain whether there is fault or defect for which we are liable. If there is a fault or defect for which we are liable we shall repair the goods or replace them delivery free to the customer’s premises in exchange for the goods returned and we will bear the cost of the investigation. If there is no fault or defect for which we are liable, we shall be entitled to recover our costs and expenses of the investigation from the Purchaser. When notified in accordance with clause 7(a) of damage in transit, mis-delivery or quantity discrepancy that is established to our satisfaction, we shall, at our sole discretion, replace such goods or deliver any shortage to the Purchaser’s premises free of charge.

  (c)        We shall not replace goods or make up shortages:

                                (i)            In respect of which the Purchaser or any third party has without our previous written consent effected modifications or repairs;

                                      (ii) If the faults or defects were caused by incorrect or negligent handling, installation, disregard of operation instructions, overloading, unsuitable work or any other default by the Purchaser or any third party;

(iii)          If the faults or defects were caused by fair wear and tear, accident, or any other matter beyond our reasonable control occurring after the date of delivery.

       (d)  Without prejudice to the generality of the foregoing:

(i)            We shall not be liable for any consequential loss or damage suffered by the Purchaser including but without limitations delay, loss of production, loss of profits or loss of or damage to other property or goods.

                                (ii)           We shall not be liable in damages in excess of the total price of the goods supplied under the Contract.

11.      INSPECTION AND TESTS

Tests and inspections of the goods while at our premises are offered free of charge prior to delivery to the Purchaser or its appointed agent for a maximum number of 3 persons on 1 occasion. Any additional tests and inspections of the goods while at our premises specifically required by the Purchaser will be charged extra. They will be carried out at our premises on our having given the Purchaser at least 7 days prior notice. If the Purchaser fails to attend they will be carried out in his absence but deemed to have been carried out in his presence and to his satisfaction. Any tests and inspections that the Purchaser requires us to carry out following delivery will be charged as an extra. If the Purchaser appoints an agent to attend on its behalf, this shall be treated as if the Purchaser had attended.

12. 12. INDEMNITY

We shall not be liable for and the Purchaser shall indemnify us against all claims damages, costs (including legal costs) and expenses whether of a direct, indirect or consequential nature by any person in tort for the infringements of industrial property rights directly or indirectly connected with goods manufactured by us or with work

done by us on goods in accordance with the Purchaser’s specifications or with the siting of installation of goods.

The Purchaser shall also indemnify us against all actions, claims or demands by third parties in tort or otherwise arising directly or indirectly in connection with faults or defects in the goods caused by adhering to the customer’s specification to the extent that the same exceeds the liability in damages in excess of the total price of goods supplied under the Contract.

13. 13. PROPERTY IN GOODS

                Until payment in full has been received by us for all goods whatsoever supplied at any time, and under any contract by us to the Purchaser:

        (a) Property in the goods shall remain in us and the Purchaser shall hold the goods as bailee on our behalf;

        (b) The Purchaser shall subject to (c) and (d) below store the goods separately from other goods in the possession of the Purchaser;

        (c)  The Purchaser shall be at liberty to sell the goods in the ordinary course of business on the basis that from the proceeds of sale of such goods the Purchaser shall account to us for the selling price of the goods on demand. The Purchaser is to hold on trust for us such part of the proceeds of sale as are equivalent to the price at which the goods were invoiced by us to the Purchaser and to keep those proceeds in a separate account;

       (d)  The rights of the Purchaser referred to in (c) above in respect of any goods supplied by us shall be determined:

(i)            By written notice to the Purchaser if any payment for any goods supplied under any contract whatsoever remains unpaid 14 days after   becoming due to us, or

                                (ii)           Automatically on the occurrence of any event referred to in paragraph 15 hereof, or

(iii)          At our absolute discretion, if it appears to us that the Purchaser will be unable to make payment for the goods supplied, or any other goods supplied  under other contracts with ourselves.

(e)       Upon determination of the powers of the Purchaser referred to in (c) and (d) above or until such time as property in the goods has passed to the Purchaser:

(i)            We shall have absolute authority to retake, sell or otherwise deal with or dispose of all or any part of the goods to which property remains vested in us whether or not the goods or any part of them shall have been incorporated in any building, plant, or machinery.

(ii)           For the purpose specified in (i) above we may or any of our agents or authorised representatives shall be entitled at any time and without notice to enter upon any premises, without being liable for any damage caused as a result of such entry or removal of goods, in which the goods or any part thereof are installed, stored or kept or are reasonably believed so to be the purpose of removing or retaking of such goods, and the Purchaser shall be deemed to have consented to such entry.

(iii)          The Purchaser and any person, corporation or body purporting to acquire title through the Purchaser or being in possession of the goods as a result of any act on the part of the Purchaser shall refrain from using the goods in any way at all.

       (f)   Notwithstanding the foregoing, risk in the goods shall pass on delivery of the same to the Purchaser and until such time as property in the goods has passed to the Purchaser, the Purchaser shall insure such goods to their full replacement value naming us as the loss payee and the Purchaser shall forthwith upon request provide us with a Certificate or other evidence of such insurance.

14. HEALTH AND SAFETY AT WORK

The attention of the Purchaser is drawn to the provisions of Section 6 of the Health and Safety at Work, etc, Act 1974. We will make available on request, information on the design, construction, installation and operation of our products to ensure that, as far as is reasonably practicable, they are safe and without risk to health when properly used. It is the responsibility of the Purchaser to take such steps as are necessary to ensure that appropriate information relevant to our products is made available to his employees and any person to whom the Purchaser supplies them.

15. LEGAL CONSTRUCTION/ARBITRATION

The contracts and these conditions shall in all respects be construed and operated in conformity with English law. If any part of a clause is unenforceable it shall not affect the validity of the remainder of that clause or of the Terms and Conditions as a whole.

All disputes, differences and questions which may at any time arise, between the parties hereto or their respective representatives or assigns, touching or arising out of or in respect of these Conditions or the Contract or the subject matter thereof, shall be settled by arbitration and shall be referred to a single Arbitrator in accordance with the provisions of the Arbitration Act 1950 or any statutory modification or re-enactment thereof for the time being in force.  Failing agreement the Arbitrator shall be appointed by the President for the time being of the Institution of Electrical Engineers, London.

16. INSOLVENCY/DEFAULT

                If the Purchaser:

       (a)   Being a Company

                (i)            Has a petition for its winding up, or

                (ii)           Has an administration order made against it, or

                (iii)          Passes a Resolution for voluntary winding up (other than for the purpose of a bona fide amalgamation or reconstruction), or

                (iv)             Compounds with its creditors, or

                (v)           Has a Receiver or Administrator appointed over all or any of its assets,

                or

       (b)  Being an individual

                (i)            Becomes bankrupt or insolvent, or

                (ii)           Enters into an arrangement with his creditors, or

       (c)   Commits a serious breach of this agreement (and in the case of such a breach being remediable, fails to remedy it within 7 days after receiving notice to do so) the price of all goods invoiced and delivered under any contract shall immediately become payable to us and in addition we shall have the right in our absolute discretion to cancel or suspend forthwith any contract subsisting with the Purchaser without prejudice to our rights to recover any loss or damage sustained.

17.              INTERPRETATION

       (a)   If any party at any time comprises two or more persons, the obligations of that party are to be joint and several obligations of those persons.

       (b)  Words importing one gender include all other genders, words importing the singular include the plural and vice versa, and any reference to a person includes a reference to a company, authority, board, department, or other body.

  (c)    In so far as any exclusion clause is rendered unenforceable by virtue of the Unfair Contract Terms Act 1977, such clause shall be read as extending only so far as is reasonable so as to be in compliance with the said Act.