All orders are accepted by CHRISTOPHER HYDE LIMITED (the Company) subject to the Conditions of Sale set out below and, unless otherwise specifically agreed in writing on the Company documentation by an authorised representative of the Company. These Conditions of Sale override and exclude any other terms stipulated or incorporated or referred to by the Customer, whether in the order or during any negotiations or any course of dealing established between the Company and the Customer, and constitute the entire understanding between the Company and the Customer for the sale of products. All descriptions and illustrations contained in this catalogue, supplemental catalogues or price lists or otherwise communicated to the Customer are intended to present merely a general idea of the products and nothing contained in any of them shall form any part of the contract between the Company and the Customer.

Prices
Prices quoted exclude Value Added Tax which will be charged at the applicable rate at the date of despatch. Whilst every endeavour will be made to maintain quoted prices the Company reserves the right to effect changes without prior notice at any time before despatch. Any Products which are despatched will be invoiced at the prices ruling at the date of order.

Ordering
Orders may be verbal, by telephone or facsimile or e-mail. Written confirmation of a telephone order is required within 3 days and must be marked “Confirmation Only” to avoid duplication. To assist prompt despatch please use the the Company Product numbers as shown in the catalogue. All prices, offers, and guarantees apply to the United Kingdom Mainland only. The Company reserves the right to decline to trade with any company or person. In addition, and notwithstanding any other provisions of these conditions of sale, the Company may decline to accept any order, whether or not payment has been received, by giving notice of non-acceptance to the Customer by facsimile or telephone within 24 hours (excluding weekends and public holidays) of receipt by the Company of an order. In the event that the Company declines to accept an order in respect of which payment has been received, the full amount of such payment will be refunded.

Stock Levels
The Company executes orders to the Customer’s exact requirements. Subject to stock availability, the Customer may place orders for any quantity of Products, however large or small. To the extent that orders with cash cannot be met completely ex-stock any balances of such orders will be despatched at the earliest opportunity. When appropriate the Company will submit proforma invoices.

Delivery
All deliveries within the United Kingdom will be made by the method of the Company’s choice unless an alternative method with such charges to be levied has been agreed by the Customer and the Company. The Company reserves the right to levy charges on items which require special handling and/or packaging. Delivery will be made to the address stated on the Order confirmation.

Inspection, Transit Delays and Non-Delivery.
THE CUSTOMER MUST REFUSE PARCELS DELIVERED IN A DAMAGED CONDITION.
THE CUSTOMER MUST INSPECT THE PRODUCTS ON DELIVERY and shall within 3 days of delivery give written notice to the Company with details of any defect in the Products or of any other complaint which the Customer may have in relation to the Product. If the Customer fails to give such notice, the Products shall be conclusively presumed to be in all respects in accordance with the contract and free from any defect which would be apparent on reasonable examination, and the Customer shall be deemed to have accepted the Products accordingly. In the event that the Customer establishes to the Company’s reasonable satisfaction that the Products are not in accordance with the contract or are so defective, the Customer’s sole remedy in respect of such non-accordance or defects shall be limited as the Company may agree with the Customer to the replacement of the Products; refund of the purchase price and freight charges or, where sums are owed by the Customer to the Company, the issue of a credit note against return of the Products. Queries regarding shortages of Products must be made within 3 days and the Customer is advised to contact the Company if neither the Products nor an invoice in respect of the Products are received within 14 days of ordering. All queries should include the invoice number and the Company’s Packing Note The contents together with the original packing material should be held for inspection by the Company’s representative. In no circumstances shall the Company be liable to compensate the Customer in damages or otherwise for non-delivery or late delivery of the Products or any of them for whatever reason or for any loss consequential or otherwise arising from non-delivery or late delivery.

Passing of Risk and Property
Risk of loss of or damage to the Products shall pass to the Customer at the time of delivery. The property in the Product shall not pass to the Customer until all sums due or owing to the Company by the Customer on any account have been paid, and until payment the following provisions of this paragraph shall apply. Except where full payment is made in cash, the whole of the price shall not be treated as paid until any cheque or other instrument of payment given by the Customer has been met on presentation or otherwise honoured in accordance with its terms. If the Customer defaults in the punctual payment of any sum owing to the Company then the Company shall be entitled to the immediate return of all Products sold by the Company to the Customer in which the property has not passed to the Customer, and the Customer hereby irrevocably authorises the Company and its employees and agents to recover the Products and to enter any premises of the Customer for that purpose. Demand for or recovery of the Products by the Company shall not of itself discharge either the Customer’s liability to pay the whole of the price and take delivery of the Products or the Company’s right to sue for the whole of the price.

Warranty
The Company warrants that it will, at its option, replace Products supplied by the Company in which under proper use defects appear, or repair the same, or refund the purchase price thereof, subject to the claim being made in writing to the Company within 12 months after despatch provided that Products or parts to which the claim relates are returned to the Company within that period suitably packaged and in accordance with any particular instructions which the Company may have notified to the Customer at the time of supply. Returned Products or parts must be accompaanied by the advice note stating the original invoice number in respect of the Products and the nature of the claimed defect, together with such further information as the Company may at the time of supply have stipulated. This warranty shall be in lieu of any warranty or condition implied by law as to the quality or fitness for any particular purpose of the Products except any implied by law which by law cannot be excluded.

Product and Availability Information
Unless otherwise stated, electrical ratings represent safe working limits. Dimensions and other physical characteristics are subject to normal commercial tolerances. The Customer shall be responsible for ensuring the fitness of the product for the Customer’s application. Products will be available only until stocks are exhausted. However, the Company reserves the right without prior notice to discontinue any Product or to make design changes as part of its continuous programme of Product improvement, or to assist Product availability. Where possible, future changes will be indicated in the catalogue against the Product and such changes may take place during the life of a catalogue. The Company recommends that the Customer verifies dimensions and other data published in this catalogue together with future availability, before incorporating Products into designs or for other critical purposes. The information contained in this catalogue was, so far as the Company was aware, correct at the time of going to press. Where the Customer intends to supply the Products to any other person, the Customer shall ensure that all warnings, labels, instructions, manuals and other information in respect of the Products or their use which are supplied with the Products are not lost or damaged in any way while the Products are in his possession or under his control and that they are supplied with the Products or when he releases them from his possession or control.

Liability
The Company shall not be under any liability for damage, loss or expense resulting from the failure to give advice or information or the giving of incorrect advice or information whether or not due to the Company’s negligence or that of its employees, agents or sub-contractors. These conditions set out the Company’s entire liability in respect of the Products and the Company’s liability under these Conditions shall be in lieu and to the exclusion of all other warranties, conditions, terms and liabilities express or implied statutory or otherwise in respect of the quality or the fitness for any particular purpose of the Products or otherwise howsoever except any implied by law which by law cannot be excluded. Save as provided in these Conditions and except as aforesaid the Company shall not be under any liability, whether in contract, tort or otherwise, in respect of defects in the Products or failure to correspond to specifications or sample or for any injury, damage or loss resulting from such defets or failure. In no event shall any breach of contract on the part of the Company or tort (including negligence) or failure of any kind on the part of the Company or that of its employees, agents or subcontractors give rise to any liability for loss of revenue or any consequential or indirect loss or damage arising from any cause whatsoever. The Company’s liability (if any) whether in contract, tort or otherwise in respect of any defect in the Products or of any duty owed to the Customer in connection herewith shall be further limited in the aggregate to £. 100,000.

Payment
Payment will be by cash, cheque or bank transfer. All cheques should be made out to the Company and crossed “Account Payee Only”.
For pro forma invoices the Customer will pay
(a) an initial deposit of 50% of the price of the Products to be manufactured and
(b) the balance of 50% of the price of the Products plus the cost of carriage, on notification by the Company that the Products are ready for despatch. VAT will be added to the total purchase value at the rate applying at the date of order.
The company reserves the right to charge interest on any sum owing to it from the payment due date until payment at the rate of 5% above HSBC base rate per annum, accruing from day to day. All payments must be made without any set-off, deductions or counterclaim.

Country of Origin
Unless otherwise confirmed, nothing in this catalogue is to be taken as a representation of the source of origin, manufacture, or production of the Products or any part thereof.

Returns and Handling Charge
No returns, except when claiming for replacement under warranty, are permitted without the Company’s prior consent. All other Products accepted for return and not subject to replacement will be credited at invoice value, less a handling and packing charge of 10% If invoice details are not quoted the credit will be based upon the lowest sales price. The Company reserves the right to apply an additional handling charge should returned Products sustain damage through misuse. Products to be returned to the Company should be properly packed and despatched carriage prepaid.

Copyrights and Patents
Products offered for sale in this catalogue are subject to any patent, trademark, registered design, copyright, topography right, or other right of any person.The Company owns full copyright in respect of this catalogue, and its whole or partial reproduction without the Company’s prior written consent is prohibited.

Export Orders
These conditions do not apply to export transactions for which separate conditions of sale exist. However, in the event that the Products supplied are ultimately exported, the Customer will be responsible at his own expense for obtaining any licence and complying with any export regulations in force within the United Kingdom and the country for which goods are destined.

Force Majeure
If the Company is hindered or prevented from performing any contract owing to any cause beyond the reasonable control of the Company or by its inability to procure services, materials or articles required for the perfomance of the contract except at enhanced prices, the Company may at its sole option delay the performance of, or cancel the whole or any part of the contract and the Company shall not be held responsible for such delay or cancellation or any inability to deliver.

Choice of Law
All contracts between the Company and the Customer shall be governed by and interpreted in accordance with English Law and the Customer submits to the jurisdiction of the High Court of Justice in England, but the Company may enforce any such contract in any court of competent jurisdiction.