1  Explanation

1.1     In these Terms and Conditions the following words are explained as follows:

Company – ARC Energy Reduction Solutions Ltd – Company No. 10484012

Buyer – the Person, Firm or Company for whom an order to supply goods or services is received by The Company.

Buyer Materials – any Documents or other Materials and any Data or other Information provided by the Buyer relating to the Goods.

Company Materials – any documents or other materials and any data or other information provided by the Company relating to the Goods or Services.

Conditions – the Standard Terms & Conditions of sale as set out in this document, together with any special Conditions agreed in writing between the Buyer and the Company.

Contract – any contract between the Company and the Buyer for the sale of Goods and Services.

Delivery Point – the place where delivery of the goods is to take place under Condition 4.1

Goods & Services – any goods (or parts thereof) and services to be supplied to the Buyer by the Company.

1.2     In these Conditions references to any statue or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced. References to the masculine include the feminine and the neuter and to the singular include the plural and vice versa as the context requires and headings will not affect the construction of these Conditions.

2  Application of Terms

2.1     These conditions apply to all the Company’s Sales of Goods and Services and any variation of these Conditions and any representations about the Goods and Services shall have no effect unless expressly agreed in writing and signed by a Director of the Company.

2.2     No terms or conditions enclosed upon, delivered with or contained in the Buyer’s purchase order confirmation of order or other document will form part of the Contract simply as a result of such document being referred to in the Contract.

2.3     Each order for Goods and Services by the Buyer from the Company shall be deemed to be an offer by the Buyer to purchase Goods and Services subject to these Conditions.

2.4     Orders should be sent by email, fax or mail and should state the Buyer’s relevant order number. Verbal orders will be accepted but the Buyer will be responsible for any errors of description or quantity or date of delivery in goods supplied thereunder.

2.5     No order placed by the Buyer shall be deemed to be accepted by the Company until the Company sends an Order Acknowledgement, Sales Order or (if earlier) the Company delivers the Goods or provides a Service to the Buyer.

2.6     The Buyer must ensure that the terms of any order or related document are complete and accurate.

2.7     Unless otherwise stated any quotation is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it.

2.8     A credit limit applies to every account and will be disclosed on request or will be automatically disclosed if the Buyer’s order would cause the credit limit to be exceeded.

3  Description

3.1     The description of the Goods and Services shall be as set out in the Company’s price list or proposal.

3.2     All descriptive matter and advertising issued by the Company and any descriptions or illustrations contained in the Company’s documentation are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They will not form part of this Contract.

3.3     The Buyer should always ensure that the Goods and Services ordered are suitable for the intended purpose.

4  Delivery of Goods

4.1     Unless otherwise agreed in writing by the Company delivery of the Goods shall take place at the address detailed on the Buyer’s order.

4.2     Any dates and times specified by the Company for delivery of the Goods are intended to be an estimate only.

4.3     Subject to the other provisions of these Conditions the Company will not be liable for any loss including loss of profit, loss, damages, charges or expenses caused directly or indirectly by any delay of the delivery of the Goods (even if caused by the Company’s negligence) nor will any delay entitle the Buyer to cancel the contract.

4.4     If for any reason the Buyer will not accept delivery of any of the goods, or the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations, risk in the goods will pass to the Buyer (including loss or damage caused by negligence); the Goods will be deemed to have been delivered and the Company may store the Goods until delivery whereupon the Buyer will be liable for all related costs and expenses (including without limitation storage and insurance).

4.5     The Buyer will provide at the delivery point, at its expense, adequate and appropriate equipment and manual labour for unloading the goods.

4.6     The Company may deliver the Goods by instalments and each instalment shall be treated as a separate Contract so that failure to deliver or defects on one or more instalment shall not entitle the Buyer to reject the other instalments.

5  Non Delivery

5.1     The quantity of any consignment of Goods as recorded by the Company upon despatch from the Company’s place of business shall be conclusive evidence of the quantity received by the Buyer.

5.2     The Company shall not be liable for any non-delivery of Goods even if caused by the Company’s negligence unless written notice is given to the Company within 3-days of the date when the Goods would, in the ordinary course of events, have been received.

5.3     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.

6  Risk/Title

6.1     The Goods are at the risk of the Buyer from the time of delivery

6.2     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 from the Buyer on any account.

6.3     The Buyer’s right to possession of the Goods shall terminate immediately if :

6.3.1  The Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors or otherwise takes the benefit of any relief for insolvent debtors, or (being a budy corporate) convenes a meeting of creditors (whether formal or informal) or enters into liquidation except a solvent voluntary liquidation for the purpose of reconstruction or amalgamation or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof or a resolution is passed or a petition presented to any Court for the winding up of the Buyer or for the granting of administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer, or

6.3.2  The Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/it’s property or obtained against him/it, or fails to observe/perform any of his/its obligations under the Contract or any other contract between the Company and the Buyer or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade or

6.3.3  The Buyer encumbers or in any way changes any of the Goods.

7  Price

7.1     Unless otherwise agreed by the Company in writing (and except in cases of obvious error) the price for the Goods and Services shall be the price set out in the Company’s price list and/or proposal in force at the date of invoice.

7.2     Where the Company and the Buyer agree a discount in respect of the Company’s prices any such discount will only apply where confirmed by the Company in writing and where payment is received from the Buyer in full within date specified on the invoice.

7.3     The Company reserves the right, by giving notice to the Buyer, to increase the price of the Goods and Services to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company, any change in delivery dates or guarantees specified by the Buyer on any delay caused by the instructions of the Buyer or failure of the Buyer to provide adequate information or instructions.

7.4     The price for the Goods shall be exclusive of any value added tax which shall be paid at the rate and in the manner for the time being provided by law.

7.5     Carriage will be paid by the Buyer

8  Payment

8.1     The payment of Goods and Services is due as specified on the quotation/invoice. Time for payment shall be of the essence.

8.2     No payment shall be deemed to have been received until the Company has received cleared funds.

8.3     If the Buyer fails to pay the Company any sum due pursuant to invoice the Buyer will be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 5% above the base lending rate published from time to time by the Bank of England accruing on a daily basis until payment is made, whether before or after any judgement.

9  Quality

9.1     The Company warrants that (subject to the other provisions of these Conditions) upon delivery, the Goods will be of satisfactory quality within the meaning of the Sale of Goods Act 1979.

9.2     The Company shall not be liable for a breach of the Warranty in Condition 9.1 unless the Buyer gives written notice of the defect to the Company or (if the defect is as a result of damage in transit) to the carrier within 7 days of delivery and 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 expense for the examination to take place.

9.3     The Company shall not be liable for a breach of the Warranty in Condition 9.1 if the Buyer makes any further use of such Goods after giving notice or 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 the Buyer alters or repairs such Goods without the written consent of the Company.

9.4     Subject to the Conditions of 9.1 and 9.2 if any of the Goods do not conform to the warranty in Condition 9.1 the Company shall, at its option, repair or replace such goods (or the defective part) or refund the part of such goods at the pro rata contract price provided that, if the Company so requests, the Buyer shall, at the Buyers expense, return the Goods or the part of such Goods which is defective to the Company.

9.5     If the Company complies with Condition 9.4 it shall have no further liability for a breach of the warranty in Condition 9.1 in respect of such Goods.

10  Limitation of Liability

Attention is drawn to the provisions of this Condition

10.1   Subject to Condition 9. the following provisions of this Condition 10 set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) in respect of any breach of these Conditions and any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.

10.2   All 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 that Contract.

10.3   Nothing in these Conditions excludes or limits the liability of the Company for death or personal injury caused by the Company’s negligence or for fraudulent presentation.

10.4 Subject to Conditions 10.2 and 10.3

10.4.1    The Company’s total liability in contract tort (including negligence or breach of statutory duty, misrepresentation or otherwise arising in connection with the performance or contemplated performance of this Contract) shall be limited to the price paid by the Buyer and

10.4.2    The Company shall not be liable to the Buyer for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation (howsoever caused) which arise out of, or in connection with, the Goods.

10.5   The Buyer warrants that any installation of the Goods will be performed by properly trained staff and agrees that it shall be solely responsible for any use to which the Goods are put after delivery.

11  Intellectual Property

11.1   The property and any copyright or other intellectual property rights in any Company Materials shall, unless otherwise agreed in writing between the Buyer and the Company, belong to the Company.

12  Force Majeure

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, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other 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.

13  General

13.1   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.

13.2   If any provision or part of a provision of the Contract is found by any court or other body of competent jurisdiction to be illegal, invalid, void, voidable, unenforceable or unreasonable it shall be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

13.3   Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract will not be constituted as a waiver of any of its rights under the Contract. Any waiver by the Company of any breach of or any default under any provision of the Contract by the Buyer will not be deemed a waiver of any subsequent breach or default and will, in no way, affect the other terms of the Contract.

13.4   The parties to this Contract do not intend that any term of this Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

13.5   The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company. The Company may assign the Contract or any part of it to any person, firm or company.

13.6   The formation, existence, construction, performance, validity and all aspects of the Contract shall be deemed by English Law and the parties submit to the jurisdiction of the English Courts.