WEDI SYSTEMS (UK) LIMITED
Supply of Goods: Terms and Conditions

The customer’s attention is drawn in particular to the provisions of clause 10 (Limitation of Liability).

1. Interpretation

1.1 Definitions:
    Business Day:          a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
    Business Hours:       the period from 9.00 am to 5.00 pm on any Business Day.
    Conditions:               the terms and conditions set out in this document as amended from time to time in accordance with clause 13.3.
    Contract:                  the contract between us and you for the sale and purchase of the Goods in accordance with these Conditions.
    Delivery:                   has the meaning given in clause 4.3.
    Delivery Location:      has the meaning given in clause 4.2.
    Force Majeure Event: an event, circumstance or cause beyond a party’s reasonable control.
    Goods:                     the goods (or any part of them) to be supplied under the Contract, as may be set out in the Order.
    Order:                       your order for the Goods provided to or received by us via any particular medium (including by telephone, email, online or in person) and including as set out in your
                                    purchase order form or your written acceptance of our quotation, as the case may be.
    Warranty Period:       has the meaning given in clause 5.1.

    We, us, our:              WEDI SYSTEMS (UK) LIMITED (registered in England and Wales with company number 03143186) (we, us and our)
    You, your:                  the person or firm who purchases the Goods from us.

1.2    Interpretation
1.2.1  A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.2.2  A reference to a party includes its personal representatives, successors and permitted assigns.
1.2.3  A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation
         made under that legislation or legislative provision.
1.2.4  Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words
         preceding those terms.
1.2.5  A reference to writing or written excludes fax but not email.

2.    Basis of Contract
2.1  These Conditions apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2  The Order constitutes an offer by you to purchase the Goods in accordance with these Conditions. You are responsible for ensuring that the terms of the Order are complete and accurate.
2.3  The Order shall only be deemed to be accepted when we issue a written acceptance of the Order, at which point the Contract shall come into existence. Any Order which is received orally
       or over the telephone shall be confirmed in writing in such written acceptance. The Order shall form part of the Contract and each Order, when accepted, shall constitute a separate Contract.
2.4  In the event of any conflict between these Conditions and an Order, the terms of these Conditions shall prevail.
2.5  You waive any right you might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of you that is inconsistent with these Conditions.
2.6  Any of the information, documents or materials referred to in clause 3, shall not form part of the Contract nor have any contractual force.
2.7  Any quotation for the Goods which we give shall not constitute an offer. A quotation shall only be valid for the period specified in the quotation.

3.    Goods
Images, samples, drawings, descriptions or advertising of the Goods may be contained in our catalogues, brochures, or on our website. These are for illustrative purposes only and are produced for the sole purpose of giving you an approximate idea of the Goods referred to in them.

4.    Delivery
4.1  We shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, your (if applicable) and our relevant reference numbers, the type
       and quantity of the Goods (including the code number of the Goods, where applicable), and, if the Goods are being delivered by instalments, the outstanding balance of Goods
       remaining to be delivered.
4.2  We shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after we notify you that the Goods are ready.
4.3  Delivery is completed on the completion of unloading of the Goods at the Delivery Location (Delivery).
4.4  Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. We shall not be liable for any delay in delivery of the Goods that is caused by a
       Force Majeure Event or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.5  If we fail to deliver the Goods, our liability shall be limited to the costs and expenses incurred by you in obtaining replacement goods of similar description and quality in the cheapest
      market available, less the price of the Goods. We shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or your
      failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.6  If you fail to accept delivery of the Goods within 10 Business Days of us notifying you that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure
      Event or our failure to comply with our obligations under the Contract in respect of the Goods:
4.6.1  Delivery shall be deemed to have been completed at 9:00 am on the third Business Day after the day on which we notified you that the Goods were ready; and
4.6.2  we may store the Goods until actual delivery takes place, and charge you for all related costs and expenses (including insurance and any further shipping or delivery costs).
4.7  If 10 Business Days after the day on which we notified you that the Goods were ready for delivery you have not taken actual delivery of them, we may resell or otherwise dispose of
      part or all of the Goods and, after deducting reasonable storage and selling costs, charge you for any shortfall below the price of the Goods.
4.8  We may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an
       instalment shall not entitle you to cancel any other instalment.

5.    Quality
5.1  We warrant that on delivery, and for a period of 60 days from the date of delivery (Warranty Period), the Goods shall:
5.1.1  conform in all material respects with their description;
5.1.2  be free from material defects in design, material and workmanship; and
5.1.3  be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
5.2  Subject to clause 5.4, if:
5.2.1  you give us notice in writing during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;
5.2.2  we are given a reasonable opportunity of examining such Goods; and
5.2.3  you (if we ask you to do so) return such Goods to our place of business at your cost;
         we shall, at our option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
5.3  If the Goods are delivered in instalments under clause 4.8, any right of repair, replacement or refund under and in accordance with clause 5.2 applicable to a defect in one instalment
       shall apply to that instalment only and not to any other instalments.
5.4  We shall not be liable for the Goods’ failure to comply with the warranty set out in clause 5.1 if:
5.4.1  you make any further use of such Goods after giving notice in accordance with clause 5.2;
5.4.2  the defect arises because you failed to follow our instructions (whether oral or written) as to the storage, commissioning, installation, use and maintenance of the Goods or (if
          there are none) good trade practice regarding the same;
5.4.3  the defect arises as a result of us following any drawing, design or specification supplied by you;
5.4.4  you alter or repair such Goods without our written consent;
5.4.5  the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
5.4.6  the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
5.5  Except as provided in this clause 5, we shall have no liability to you in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.
5.6  The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
5.7  These Conditions shall apply to any repaired or replacement Goods we supply.

6.    Title and Risk
6.1  The risk in the Goods shall pass to you on Delivery.
6.2  Title to the Goods shall not pass to you until the earlier of:
6.2.1  we receive payment in full (in cash or cleared funds) for the Goods; and
6.2.2  you resell the Goods, in which case title to the Goods shall pass to you at the time specified in clause 6.4.
6.3  Until title to the Goods has passed to you, you shall:
6.3.1  store the Goods separately from all other goods you hold so that the Goods remain readily identifiable as our property;
6.3.2  not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
6.3.3  maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
6.3.4  notify us immediately if you become subject to any of the events listed in clauses 11.1.2 - 11.1.4 (inclusive); and
6.3.5  give us such information as we may reasonably require from time to time relating to:
6.3.5.1  the Goods; and
6.3.5.2  your ongoing financial position.
6.4  You may resell or use the Goods in the ordinary course of your business (but not otherwise) before we receive payment for the Goods. However, if you resell the Goods before that time:
6.4.1  you do so as principal and not as our agent; and
6.4.2  title to the Goods shall pass from us to you immediately before the time at which you resell the Goods.
6.5  At any time before title to the Goods passes to you, we may:
6.5.1  by notice in writing, terminate your right under clause 6.4 to resell the Goods or use them in the ordinary course of your business; and
6.5.2  require you to deliver up all Goods in your possession that have not been resold, or irrevocably incorporated into another product, and if you fail to do so promptly, enter any of your
         premises or the premises of any third party where the Goods are stored in order to recover them.

7.    Price and Payment
7.1  The price of the Goods shall be the price set out in the Order.
7.2  We may, by giving notice to you at any time up to 3 Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
7.2.1  any factor beyond our control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other supply or manufacturing costs);
7.2.2  any request by you to change the delivery date(s), quantities or types of Goods ordered; or
7.2.3  any delay caused by any of your instructions or your failure to give us adequate or accurate information or instructions.
7.3  The price of the Goods:
7.3.1  excludes amounts in respect of value added tax (VAT), which you shall additionally be liable to pay to us at the prevailing rate, subject to the receipt of a valid VAT invoice; and
7.3.2  excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to you.
7.4  We may invoice you for the Goods on or at any time after Delivery.
7.5  You shall pay each invoice we submit:
7.5.1  within the time period or by the due date stated on the invoice; or
7.5.2  if no time period or due date is stated, by the end of the calendar month immediately following the calendar month in which Delivery occurred; and time for payment shall be
         of the essence of the Contract.
7.6  If you fail to make a payment due to us under the Contract by the due date, then, without limiting our remedies under clause 11, you shall pay interest on the overdue sum from
       the due date until payment of the overdue sum, whether before or after judgment, and we may recover our costs and expenses (including legal and debt collection fees and costs)
       in collecting any late payment. Interest under this clause 7.6 will accrue each day at 6% a year above the Bank of England’s base rate from time to time, but at 6% a year for any
       period when that base rate is below 0%.
7.7  All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

8.    Cancellation and Refunds
8.1  Subject to clause 8.3, if you change your mind about any Order and wish to cancel the Contract, then you must let us know in writing as soon as possible and in any event no
       less than 5 Business Days prior to Delivery.
8.2  Subject to compliance with clause 8.1, and subject to clause 8.3, there shall be no charge for the Goods under clause 7, however we reserve the right to charge a cancellation fee
       of up to 30% of the Order total, at our discretion. If you wish to cancel but do not comply with clause 8.1, then we may charge for the Goods and any other sums payable under
       this Contract in full.
8.3  Cancellation of the Contract for an Order of bespoke Goods is not possible at any time once production of those Goods has commenced.
8.4  Any cancellation fee charged under clause 8.2 shall be due immediately and shall otherwise be subject to the provisions of clause 7 in the same way as any charge for Goods would be.
8.5  Subject to clause 5.2, all amounts payable to us under the Contract are non-refundable.

9.    Your obligations
9.1  You shall (and, where, appropriate, you shall ensure that your employees, agents and other contractors shall):
9.1.1  ensure that the terms of the Order are complete and accurate;
9.1.2  provide a proper, adequate, safe, and suitable environment for Delivery with such assistance as is reasonably necessary in order to enable proper and timely Delivery;
9.1.3  inform us in writing as soon as reasonably possible prior to Delivery of any regulations in force at the Delivery Location and be present and available at the Delivery Location at the required
          times to enable proper and timely Delivery;
9.1.4  promptly provide to us such information and assistance that we reasonably require in connection with our obligations under the Contract (including Delivery); and
9.1.5  co-operate with us in all matters relating to the Contract.
9.2  You shall indemnify and hold us harmless against all liabilities, costs, expenses, damages and losses (including any direct or indirect consequential losses, loss of profit, loss of reputation
       and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with any breach by you of this Clause 9.
       This indemnity shall apply whether or not you have been negligent or at fault.

10.    LIMITATION OF LIABILITY
10.1  References to liability in this clause 10 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence),
        misrepresentation, restitution or otherwise.
10.2  Nothing in in the Contract limits any liability which cannot legally be limited, including liability for:
10.2.1  death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
10.2.2  fraud or fraudulent misrepresentation;
10.2.3  breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
10.2.4  defective products under the Consumer Protection Act 1987.
10.3  Subject to clause 10.2, our total liability to you for any claim (including warranty claims and losses relating to the breach of warranty) under the Contract shall be limited to the total
         amounts payable by you to us under the Contract.
10.4  Subject to clause 10.2, the following types of loss are wholly excluded:
10.4.1  loss of profits;
10.4.2  loss of sales or business;
10.4.3  loss of agreements or contracts;
10.4.4  loss of anticipated savings;
10.4.5  loss of use or corruption of software, data or information;
10.4.6  loss of or damage to goodwill; and
10.4.7  indirect or consequential loss.
10.5  This clause 10 shall survive termination of the Contract.

11.    Termination
11.1  Without limiting our other rights or remedies, we may terminate this Contract with immediate effect by giving written notice to you if:
11.1.1  you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 30 days of you being notified in writing to do so;
11.1.2  you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation
            to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver
            appointed to any of your assets or ceasing to carry on business;
11.1.3  you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
11.1.4  your financial position deteriorates so far as to reasonably justify the opinion that your ability to give effect to the terms of the Contract is in jeopardy.
11.2  Without limiting our other rights or remedies, we may suspend provision of the Goods under the Contract or any other contract between you and us if you become subject to any
         of the events listed in clause 11.1.2 to clause 11.1.4, or we reasonably believe that you are about to become subject to any of them, or if you fail to pay any amount due under this
         Contract on the due date for payment.
11.3  Without limiting our other rights or remedies, we may terminate the Contract with immediate effect by giving written notice to you if you fail to pay any amount due under the Contract
         on the due date for payment.
11.4  On termination of the Contract for any reason you shall immediately pay us all of our outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no
         invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt.
11.5  Termination or expiry of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination or expiry, including the right to claim
         damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
11.6  Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force
         and effect.

12.    Force Majeure
Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for three months, the party not affected may terminate the Contract by giving 30 days’ written notice to the affected party.

13.    General
13.1  Assignment and other dealings.
13.1.1  We may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of our rights or obligations under the
            Contract.
13.1.2  You may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of your rights or obligations under the
            Contract without our prior written consent.
13.2  Entire agreement.
13.2.1  The Contract constitutes the entire agreement between the parties.
13.2.2  Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that
            is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the
            Contract.
13.3  Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
13.4  Waiver.
13.4.1  Except as set out in clause 2.5, a waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
13.4.2  A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further
            exercise of that or any other right or remedy.
13.5  Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and
          enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 13.5 the parties shall negotiate in good faith to agree a replacement
          provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
13.6  Notices.
13.6.1  Any notice required or permitted to be given by either party to the other under the Contract shall be in writing and shall be:
13.6.1.1  delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any
              other case); or
13.6.1.2  sent by email to the following addresses (or an address substituted in writing by the party to be served):
(a)    Us: sales@wedi.co.uk and info@wedi.co.uk;
(b)    You: such email address as may be specified in the Order.
13.6.2  Any notice shall be deemed to have been received:
13.6.2.1  if delivered by hand, at the time the notice is left at the proper address;
13.6.2.2  if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting;
13.6.2.3  if sent by email, subject to not receiving confirmation of any message send failure, at the time of transmission, or if this time falls outside the hours of 9.00 am to 5.00 pm
               on any Business Day in the place of receipt, the following Business Day.
13.6.3  The provisions of this clause 13 shall not apply to the service of any proceedings or other documents in any legal action
13.7  Third party rights. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
13.8  Governing law and Jurisdiction. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter
         or formation, shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall
         have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.