1. For the purposes of these conditions Richard King Systems are hereinafter referred to as “the Supplier”.
2. These conditions shall apply to the supply of goods by the Supplier only and any works of installation to be undertaken by the Supplier for the purchaser shall be the subject of a separate agreement.
3. All orders are accepted only upon and subject to these conditions of sale to the exclusion of all conditions of the purchaser’s order or any other written or printed document, except in so far as the same are expressly accepted by the Supplier in writing.
4. No variation to an order shall be binding on the Supplier unless, or until accepted in writing by the Supplier. Such acceptance shall only include goods and works specified or incorporated in the acceptance.
5. Prices quoted by the Supplier are exclusive of the cost of carriage and the purchaser shall pay carriage, unless otherwise agreed in writing by the Supplier.
6. (a) The purchaser shall pay for any loss to or extra cost incurred by the Supplier through the purchaser’s instructions or lack of instructions or the purchaser’s delay or failure in taking delivery or through any request, act or default on the part of the purchaser or the purchaser’s employees.

(b) If the purchaser shall fail to take delivery of goods available within 48 hours of written notice from the Supplier to do so, the Supplier shall be entitled to rescind the contract for the supply of such goods, or (if part of a larger order) the remainder of such order and to retain any monies paid therefore as liquidated damages for breach of the contract.

7. Any time or date for delivery is given by the Supplier in good faith but is not guaranteed. The Purchaser shall have no rights to damages or to cancel the order if delivery is effected within a reasonable time of the due date.
8. If the purchaser cancels an order he will be liable for breach of contract and a termination charge to be determined by the Supplier shall be levied. If a purchaser cancels part of an order then without prejudice to the rights of the Supplier against the purchaser, the purchaser shall pay the difference between the price charged for the quantity of items already supplied and the price which would have been charged if such quantity had comprised the whole of the order.
9. Any defects or specification in any goods shall not give the purchaser any grounds for cancelling the remainder of an order or contract, nor shall it be grounds for delaying payment for goods already delivered.
10. (a) Goods represented by a purchaser to be defective shall not form the subject of any claim for work done by the purchase or for any loss, damage or expense whatsoever resulting from or arising directly or indirectly out of such defects.

(b) Without prejudice to sub paragraph (a) above the Supplier will replace or repair such goods as in its absolute discretion it considers to be defective because of faulty material or workmanship, provided that notice in writing giving full details of such defects is given by the purchaser to the Supplier within 10 days of receipt of the goods and within 10 days thereof the defective goods are returned to the Supplier at the expense and entire risk of the purchaser.

11. (a) Goods represented by a purchaser to have been lost or damaged in transit whether due to the negligence of the supplier or its carriers shall not form the subject of any claim for work done by the purchaser, or for any loss, damage or expense whatsoever resulting from or arising directly or indirectly out of such loss or damaged.

(b) Failure to advise the Supplier of non delivery of goods within ten days of advice will relieve the Supplier of all responsibility and liability for a loss.

(c) Losses or damage to goods must be notified to both carriers and the Supplier immediately, and damaged parts or packages retained for inspection, No liability whatsoever will be accepted upon failure to do so.

12. If a purchaser shall make default in or commit a breach of this contract or army other of its obligation to the Supplier, or if any distress of execution shall be levied upon the purchaser’s property or assets, or if the purchaser shall make or offer to make any arrangements or composition with creditors or commit any act of bankruptcy or if any petition or receiving order in bankruptcy shall be presented or made against him, of if the purchaser shall be a limited company and any resolution or petition to wind up such company’s business (other than for the purpose of amalgamisation or reconstruction) shall be passed or presented or if a receiver of such company’s undertaking property or assets or any part thereof shall be appointed, or if the business of the purchaser is closed down by executive or judicial authorities the Supplier shall have the right forthwith to determined any contract then subsisting and upon written notice of such determination being posted by it to the purchasers last known address any subsisting contracts shall be deemed to have been determined without prejudice to any claim or right which the Supplier might otherwise make or exercise.
13. The Supplier reserves the right to postpone deliveries or to cancel unfulfilled contracts in whole or in part with a purchaser if any monies owed to the Supplier by such purchaser have been outstanding for what in the absolute opinion of the Supplier is an unreasonable length of time, or if by reason of act of God, force majeure, war fire, flood, strike, lockout or other industrial action, government control unavoidable accident or any other circumstances outside the control of the Supplier, the Supplier is prevented in whole or in part from performing its obligations, Such postponement or cancellation will be without prejudice to the right of the Supplier to recover payment for goods supplied in performance or part performance of any other contract and will not give rise to any claim by a purchaser for any loss, damage or indirectly ,out of such postponement or cancellation.
14. The supplier shall have the right to make a part delivery against any order and the purchaser shall accept such part deliveries as good deliveries. Payment for all such goods shall be at the contract rate. Scheduled orders on the Supplier cannot be rescheduled without the prior consent of the supplier.
15. (a) Payment for goods shall if the Supplier so requires be made in full prior to delivery. and the Company shall be entitled to withhold delivery until such payment is made and any cheque or other negotiable instrument given in settlement cleared unless otherwise agreed in writing.

(b) For account customers payment of the price must be made as net cash within 28 days after the date of invoice in which respect time shall be of the essence, if the purchaser shall not have made payment of the price or any part thereof by the date the purchaser shall pay interest to the supplier on the price or such part thereof remaining unpaid the rate of 2.5% per month from the said date until the date of actual payment. The supplier can exercise the right to charge interest without prejudice to any other right it may have in respect of the goods or for non payment.

16. An order having been placed by the purchaser and accepted by the Supplier, the purchaser shall in the event of the payment being been made in full be bound to accept delivery of the goods in any event.

17 Subject to the terms and conditions of Clause 11 hereof, the Supplier shall not without its prior consent in writing be bound to accept the return of goods for any reason. In the event of the Supplier agreeing in writing to accept the return of goods, and administrative charge of 10% of the value of the returned goods being found on receipt by the Supplier to be damaged or shop soiled, the Supplier reserved the right to make an additional charge against the purchaser in respect thereto.

18. In the event of the purchaser returning goods to the Supplier for any reason whatsoever, goods shall be returned in the original manufacturer’s packaging provided by the Supplier at the cost and at the risk of the purchaser.
19. (a) Title to the goods shall not pass to the purchaser until Richard King Systems has received in cash or cleared funds payment in full of the price of the goods and all other goods agreed to be sold by Richard King Systems to the buyer for which payment is then due. Until such payment the purchaser shall remain in possession of the goods solely as bailee for the supplier and shall store them separately from his own goods or those of any other person and in a manner, which makes them readily identifiable as goods of purchaser.

(b) Before title to the goods has passed to the purchaser under the terms of the Sub-clause and without the prejudice to any of its other rights, the supplier shall have the right to recover and resell the goods of any of them and may enter upon the buyers premises or any premises where the goods are stored (or are reasonably believed by the supplier to be stored) to so recover them and this right is extended to the suppliers servants or agents for that purpose.

(c) The purchaser may process the goods before title has passed and/or incorporate them in or with any other product provided that any product containing the Suppliers goods shall be separately scored and marked so as to be identifiable accordingly.

(d) If the suppliers goods are processed with and or incorporated in goods belonging to another person (whether the purchaser or a third party) the resulting product shall become or shall be deemed to be owned by the Supplier in common with that other person.

(e) The purchaser may agree before title in the goods has passed to sell on the goods or any product produced from or with the goods by the entire proceeds shall be held in trust for the Supplier (or for the Supplier and any co-owner of the product sold and shall not be mixed with the purchaser’s money.

20. These terms and conditions and the contract shall be subject to and construed in accordance with English Law.