1. INTERPRETATION
   1. The definitions and rules of interpretation in this condition apply in these conditions.
      Buyer: the person, firm or company who purchases the Goods from the Company, as specified in the Contract.
      Company: FULLWELL MILL LIMITED whose registered office is situate at Unit 5d Southwick Industrial Estate North Hylton Road Sunderland Tyne & Wear SR5 3TX.
      Contract: any contract between the Company and the Buyer for the sale and purchase of the Goods, incorporating these conditions and to which these conditions are annexed.
      Delivery Point: the place where delivery of the Goods is to take place under condition 4.
      Goods: any goods agreed in the Contract to be supplied to the Buyer by the Company (including any instalments or any part or parts of them).
   2. A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or reenactment and includes any subordinate legislation for the time being in force made under it.
   3. Words in the singular include the plural and in the plural include the singular.
   4. A reference to one gender includes a reference to the other gender.
   5. Condition headings do not affect the interpretation of these conditions.
2. APPLICATION OF TERMS
   1. Subject to any variation under condition 2.3 the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document) or which are implied by trade, custom, practice or dealing.
   2. No terms or conditions endorsed on, delivered with or contained in the Buyer’s purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
   3. These conditions apply to all the Company’s sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a director of the Company. The Contract constitutes the entire agreement between the parties. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Nothing in this condition shall exclude or limit the Company’s liability for fraudulent misrepresentation.
   4. Each order or acceptance of a quotation for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions.
   5. No order placed by the Buyer shall be deemed to be accepted by the Company until a written acknowledgement of the order is issued by the Company or (if earlier) the Company delivers the Goods to the Buyer at which point the Contract shall come into existence.
   6. The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate.
   7. Any quotation is given on the basis that no Contract shall come into existence until the Company despatches an acknowledgement of order to the Buyer. Any quotation is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it.
3. DESCRIPTION OF GOODS
   1. The quantity and description of the Goods shall be as set out in the Company’s quotation or acknowledgement of order or as set out in any specification scheduled to the Contract.
   2. All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force and this is not a sale by sample.
   3. The Company reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirement.
4. DELIVERY
   1. Unless stipulated in the Contract or otherwise agreed in writing by the Company, the Company shall deliver the Goods to the nominated address of the Buyer at any time after the Company notifies the Buyer that the Goods are ready. Delivery shall be at the cost and the risk of the Buyer.
   2. Delivery of the Goods shall be completed when the Company places the Goods at the Buyer’s nominated address in accordance with Clause 4.1.
   3. Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.
   4. Subject to the other provisions of these conditions the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company’s negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 45 days.
   5. If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations:
      1. the Goods shall be deemed to have been delivered at 9.00am on the third business day after the day on which the Company notified the Buyer that the Goods were ready; and
      2. the Company may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
   6. The Buyer shall provide at the Delivery Point and at its expense adequate and appropriate equipment and manual labour for loading the Goods.
   7. The Company may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.
   8. Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.
5. NON-DELIVERY
   1. The quantity of any consignment of Goods as recorded by the Company on despatch from the Company’s place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
   2. The Company shall not be liable for any non-delivery of Goods (even if caused by the Company’s negligence) unless the Buyer gives written notice to the Company of the non-delivery within 10 days of the date when the Goods would in the ordinary course of events have been received.
   3. Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
   4. If 10 business days after the day on which the Company delivered the Goods to the Delivery Point the Buyer has not accepted delivery of the Goods, the Company may resell or otherwise dispose of part or all of the Goods.
6. RISK/TITLE
   1. The risk in the Goods shall pass to the Buyer from the date on which the Company notifies the Buyer that the Goods are ready to be delivered.
   2. Title and ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of
      1. the Goods; and
      2. all other sums which are or which become due to the Company from the Buyer on any account.
   3. Until title and ownership of the Goods has passed to the Buyer, the Buyer shall:
      1. hold the Goods on a fiduciary basis as the Company’s bailee;
      2. store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Company’s property;
      3. not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
      4. and maintain the Goods in satisfactory condition and keep them insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company.
      5. On request the Buyer shall produce the policy of insurance to the Company.
   4. The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:
      1. any sale shall be effected in the ordinary course of the Buyer’s business at full market value; and
      2. any such sale shall be a sale of the Company’s property on the Buyer’s own behalf and the Buyer shall deal as principal when making such a sale.
   5. The Buyer’s right to possession of the Goods prior to the transfer of title and ownership in accordance with Clause 6.2 above shall terminate immediately if:
      1. the Buyer (being an individual) has a bankruptcy order or petition made against him, or makes or proposes to make an arrangement or compromise with his creditors with a view to rescheduling any of his debts, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors; or
      2. the Buyer (being a body corporate) convenes a meeting of creditors (whether formal or informal), or makes or proposes to make an arrangement or compromise with its creditors or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation both of which are for the purpose only of reconstruction or amalgamation; or
      3. the Buyer (being a body corporate) has a receiver and/or manager, administrator or administrative receiver appointed in respect of its assets, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
      4. a resolution is passed or a petition presented to any court for the winding-up of the Buyer or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or
      5. the Buyer is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or
      6. the Buyer encumbers or in any way charges any of the Goods; or
      7. any event occurs, or proceeding is taken, with respect to the Buyer in any jurisdiction to which it is subject that has an equivalent effect to any of the events mentioned in this Clause 6.5 (each being an “Insolvency Event”).
   6. If the Buyer’s right to possession of the Goods has terminated pursuant to Clause 6.5, the Company shall still be entitled to recover payment for any Goods that have not been returned to the Company.
   7. The Buyer grants the Company, its agents and employees the right to enter any premises where the Goods are or may be stored upon reasonable notice in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.
   8. Where the Company is unable to determine whether any goods at the premises of the Buyer are the Goods in respect of which the Buyer’s right to possession has terminated, the Buyer shall be deemed to have sold at the premises of the Buyer all goods of the kind sold by the Company to the Buyer in the order in which they were invoiced to the Buyer.
   9. On termination of the Contract, howsoever caused, the Company’s (but not the Buyer’s) rights contained in this condition 6 shall remain in effect.
7. PRICE
   1. Unless stipulated in the Contract or otherwise agreed by the Company in writing, the price for the Goods:
      1. shall be the price set out in the Company’s price list published on the date of delivery or deemed delivery;
   2. shall be exclusive of any value added tax and all costs or charges in relation to, loading, unloading, carriage and insurance, all of which amounts the Buyer shall pay in addition when it is due to pay for the Goods; and
   3. shall be inclusive of the costs of packaging.
8. PAYMENT
   1. Subject to condition 8.5, payment of the price for the Goods is due in pounds sterling. 8.2 The Company may invoice the Buyer for the Goods on or at any time after the completion of delivery. The Buyer shall pay the invoice as determined on the invoice. Payment shall be made to the bank account nominated in writing by the Company. Time for payment shall be of the essence.
   2. The Company reserves the right to increase the price of the Goods to recover any additional costs arising due to any factor beyond the Company’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs).
   3. No payment shall be deemed to have been received until the Company has received cleared funds.
   4. All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.
   5. The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer.
   6. If the Buyer fails to pay the Company any sum due pursuant to the Contract by the due date for payment, the Buyer shall be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 2% above the base lending rate from time to time of Barclays Bank PLC, accruing on a daily basis until payment of the overdue amount is made, whether before or after any judgment. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
9. QUALITY
   1. Where the Company is not the manufacturer of the Goods, the Company shall endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to the Company.
   2. The Company warrants that (subject to the other provisions of these conditions) on delivery the Goods shall:
      1. be of satisfactory quality within the meaning of the Sale of Goods Act 1979;
      2. correspond with any relevant product specification of the Company; and
      3. be reasonably fit for any particular purpose for which the Goods are being bought if the Buyer had made known that purpose to the Company in writing and the Company has confirmed in writing that it is reasonable for the Buyer to rely on the skill and judgement of the Company.
   3. The Company shall not be liable for a breach of any of the warranties in condition 9.2 unless:
      1. the Buyer gives written notice of the defect to the Company, and, if the defect is as a result of damage in transit to the Buyer, within 7 days of the time when the Buyer discovers or ought to have discovered the defect; and
      2. the Company is given a reasonable opportunity after receiving the notice of examining such Goods and the Buyer (if asked to do so by the Company) returns such Goods to the Company’s place of business at the Buyer’s cost for the examination to take place there.
   4. The Company shall not be liable for a breach of any of the warranties in condition 9.2 if:
      1. the Buyer makes any further use of such Goods after giving notice in accordance with Clause 9.3(a); or
      2. the defect arises because the Buyer failed to follow the Company’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or
      3. the Buyer alters or repairs such Goods without the written consent of the Company; or
      4. the defect arises as a result of the Company following any drawing, design or specification supplied by the Buyer;
      5. the defect arises as a result of wilful damage, negligence or abnormal storage or working conditions; or
      6. the Goods differ from the specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
   5. Subject to condition 9.3 and condition 9.4, if any of the Goods do not conform with any of the warranties in condition 9.2 the Company shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the Company so requests, the Buyer shall, at the Company’s expense, return the Goods or the part of such Goods which is defective to the Company.
   6. If the Company complies with condition 9.5 it shall have no further liability for a breach of any of the warranties in condition 9.2 in respect of such Goods.
10. LIMITATION OF LIABILITY
    1. Subject to condition 4.4 and condition 9, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
       1. any breach of these conditions;
       2. any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
    2. All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
    3. Nothing in these conditions excludes or limits the liability of the Company:
       1. for death or personal injury caused by the Company’s negligence or the negligence of its employees, agents or sub-contractors (as applicable); or
       2. defective Goods under the Consumer Protection Act 1987; or
       3. for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or for fraud or fraudulent misrepresentation.
    4. Subject to condition 10.3, the Company shall not be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract.
    5. Subject to condition 10.2 and condition 10.3 the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price.
11. ASSIGNMENT
    1. The Company may assign the Contract or any part of it to any person, firm or company.
    2. The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.
12. CONFIDENTIALITY
    1. The Buyer and the Company each undertake that they shall not at any time during the term of the Contract disclose to any person any confidential information disclosed to it by the other party concerning the business or affairs of the other party, including but not limited to information relating to a party’s operations, processes, product information, know-how, designs, trade secrets, market opportunities and customers (“Confidential Information”), except as permitted by clause 12.2.
    2. Each party may disclose the other party´s Confidential Information:
       1. to its employees, officers, agents, consultants or sub-contractors (“Representatives”) who need to know such information for the purposes of carrying out the party´s obligations under this agreement, provided that the disclosing party takes all reasonable steps to ensure that its Representatives comply with the confidentiality obligations contained in this clause 12 as though they were a party to this agreement. The disclosing party shall be responsible for its Representatives´ compliance with the confidentiality obligations set out in this condition; and
       2. as may be required by law, court order or any governmental or regulatory authority.
13. TERMINATION
    1. The Company shall be entitled to terminate the Contract with immediate effect by giving written notice to the Buyer if:
       1. the Buyer fails to pay any undisputed amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment; or
       2. the Buyer commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within a period of 30 days after receipt of notice in writing requiring it to do so; or
       3. an Insolvency Event occurs in respect of the Buyer; or
       4. any force majeure event prevents the Buyer from performing its obligations under the Contract for any continuous period of three months.
    2. Termination of the Contract shall not prejudice any of the parties’ rights and remedies which have accrued as at termination.
    3. On termination of the Contract each party shall promptly:
       1. return to the other party all equipment, materials and property belonging to the other party that the other party had supplied to it in connection with the supply and purchase of the Goods;
       2. return to the other party all documents and materials (and any copies) containing the other party´s Confidential Information;
       3. on request, certify in writing to the other party that it has complied with the requirements of this condition.
14. FORCE MAJEURE
    1. The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, interference by civil or military authorities, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 3 months, the Buyer shall be entitled to give notice in writing to the Company to terminate the Contract.
15. DATA PROTECTION
    1. The Company shall comply with the provisions and obligations imposed on it by any applicable data protection legislation.
    2. All information relating to an identifiable individual or legal person acquired by the Company from the Buyer shall be returned or deleted (at the option of the Buyer) on request.
16. DISPUTE RESOLUTION PROCEDURE
    1. If a dispute arises out of or in connection with the Contract or the performance, validity or enforceability of it ( “Dispute”) then the Company and the Buyer shall follow the dispute resolution procedure set out in this condition:
       1. either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documentation. On service of the Dispute Notice the Company and the Buyer shall attempt in good faith to resolve the Dispute;
       2. if the Company and the Buyer are for any reason unable to resolve the Dispute within 30 days, the parties will attempt to settle it by mediation in accordance with the CEDR (Centre for Effective Dispute Resolution) Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR Solve. To initiate the mediation, a party must serve notice in writing (ADR notice) to the other party requesting a mediation. A copy of the ADR notice should be sent to CEDR Solve. The mediation will start not later than 20 days after the date of the ADR notice. Unless otherwise agreed by the parties, the place of mediation shall be nominated by the mediator.
    2. No party may commence any court proceedings in relation to any dispute arising out of this agreement until 30 days after the appointment of a mediator, provided that the right to issue proceedings is not prejudiced by a delay.
17. GENERAL
    1. Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
    2. If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
    3. Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
    4. Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
    5. The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
    6. The formation, existence, construction, performance, validity and all aspects of the Contract and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with English law and the parties irrevocably submit to the exclusive jurisdiction of the English courts.
18. COMMUNICATIONS
    1. All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax or email:
       1. (in case of postal communications to the Company) to its registered office or such changed address as shall be notified to the Buyer by the Company; or
       2. (in the case of postal communications to the Buyer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Buyer set out in any document which forms part of the Contract or such other address as shall be notified to the Company by the Buyer.
    2. Communications shall be deemed to have been received:
       1. if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or
       2. if delivered by hand, on the day of delivery; orif sent by fax on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day; or
       3. if sent by email, at the time the email was sent.