Terms and Conditions

R. REID (Electrical Distributors) LTD.

1 These Conditions are the terms on which R. Reid (Electrical Distributors) Limited (Reg. No. 2201423) ("Reid") contract for the sale of goods and no variation of them shall be of any effect unless expressly agreed in writing by duly authorised persons on behalf of Reid.

2 Unless otherwise agreed in writing these Conditions shall prevail over any terms or conditions otherwise stipulated, incorporated or referred to by the Buyer whether in the order or in any negotiations and whether or not the same are expressed to override these Conditions.

3 Any quotation or prices quoted in Reid's Catalogues, price lists or other publications and literature are subject to alteration without notice. In the event of an order being part of a larger order Reid reserve the right to revise its prices. Clerical errors are subject at all times to correction. All prices are subject to VAT and may change without notice. Goods will be invoiced at the price ruling at date of despatch or collection.

4 Postage, packing, carriage, delivery or handling (whether in transit or otherwise) if not included in the quotations or estimates are chargeable as extra.

5 Unless this clause is expressly excepted from the Contract Reid is entitled to pass on to the Buyer any increase in costs involved in the provision of any goods. Without prejudice to the generality of the foregoing such costs shall include the increase cost of material or labour, any increased cost resulting from a currency fluctuation and the imposition at whatsoever point and in whatever manner of any value added tax, tax, levy. duty or surcharge.

6 Reid cannot, under any circumstances, accept cancellation of orders for or the return of goods which have been obtained, or ordered, by Reid from its suppliers or made specifically to the order of the Buyer. Cancellation of orders for, or the return of, other goods may be made only with the consent of Reid and will be subject to a handling charge at a minimum of 15% of the purchase price, Reid's drivers have orders not to accept goods without written instructions from Reid.

7 The Buyer shall unless otherwise expressly agreed by a duly authorised person on behalf of Reid take delivery of any goods from Reid's premises within 7 days of being notified that the same are available for collection.

8 If for any reason the Buyer is unable to or does not collect or take delivery of any goods at the time when the same are due and ready for collection or delivery Reid shall, if and only if its storage facilities permit. store the goods and take all reasonable steps to prevent their deterioration until the Buyer takes delivery thereof and the Buyer shall be liable to Reid for the reasonable costs including insurance of doing so, this condition shall be in addition to and not substitution for any other payment or damages for which the Buyer may be or become liable In respect of his failure to take delivery or collect at the appropriate date.

9 Any times and or dates whenever and howsoever stated or given by Reid and relating to the provision by Reid of any goods are given and intended as best estimates only and shall under no circumstances whatsoever be or become of the essence of any agreement between the Buyer and Reid and Reid shall under no circumstances whatsoever be liable to the buyer for any loss, damage or expenses, whether caused or arising directly or indirectly by or from any delay in the delivery of goods or the alteration of the said times or dates.

10 If so agreed Reid only undertake to deliver the goods to the ground floor entrance of the Buyer's premises during Reid's normal business hours. The Buyer shall give Reid such full details as may be necessary or required as will enable Reid to make such delivery and will ensure that a duly authorised person is available to accept delivery.

11 All claims arising out of or relating to any goods or any parts thereof alleged by the Buyer to have been damaged before delivery or delivered short shall be notified in writing to and received by Reid with 3 days of any such delivery. If the said notification of any claim as aforesaid is not received by Reid within the said period Reid shall be under no liability whatsoever in respect of the said damage or short delivery.

12 No goods shall be returned to Reid's premises unless written notice thereof has been given to Reid and Reid agree thereto.

13 All warranties, guarantees, terms or conditions whether expressed or implied, by common law statute or otherwise, unless herein expressed are excluded to the extent that their exclusion is not rendered void by statute.

14 Defects as to quality and/or fitness for any particular purpose of any goods or any part or parts thereof the subject of any Contract between Reid and the Buyer, shall under no circumstances be grounds for the rescission or repudiation of the Contract by the Buyer.

15 Reid'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.

16 In no event shall Reid be liable to the Buyer for any loss of business, loss of opportunity, loss of profits, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of contract, loss of use, loss or corruption of data or information or for any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses whatsoever (howsoever caused) which arise out of or in connection with the Contract. This shall apply even where such a loss was reasonably foreseeable or Reid had been made aware of the possibility of the Buyer incurring such a loss.

17 The risk in respect of any goods the subject of these Conditions shall in all cases pass to and be borne by the Buyer upon the taking delivery or collection of the same by or on behalf of the Buyer from Reid's premises aforesaid or upon any such delivery by or on behalf of Reid as is set out in Condition 10 of these Conditions.

18 In spite of delivery having been made, property ownership of the goods shall not pass from Reid until the Buyer has paid the price of all the goods under Contract and/or any addition to or variation thereof howsoever arising and no other sums are due from the Buyer to Reid on any account.

19 If the Buyer has not paid the whole of the purchase price and/or any addition to or variation thereof howsoever arising and shall commit an act of bankruptcy or have a Receiver appointed whether by order or otherwise or winding-up order is commenced against the Buyer or shall make any arrangements with the Buyer's Creditors or any Assignment for the benefit of such Creditors or if distress or execution shall be levied or threatened upon any of the Buyers property or any Judgement against the buyer shall remain unsatisfied for more than 14 days or if the Buyer shall abandon the goods then this Agreement shall automatically and without notice determine and the Buyer shall not be in possession of the goods with the owner's consent and in such event Reid may at any time recover the goods and dispose of them as Reid see fit and accordingly the Buyer grants Reid, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer's right to possession has terminated, to recover them.

20 1Save where the Buyer has been granted a credit facility by Reid as mentioned in Condition 21 payment for goods sold by Reid is strictly nett cash on delivery or collection of the goods.

21 At its discretion Reid will on receipt of satisfactory trade reference and a Bankers reference and in the case of a Ltd Co., satisfactory guarantee from Directors supply goods on an account and give credit subject to the following conditions:

21.1 Accounts will be rendered monthly and are payable by the 20th day of the month following delivery (in order to claim 2½ % early settlement discount) or are payable nett on the 30th day of the month following delivery of the account.

21.2 Reid reserve the right to recharge preferential discounts.

21.3 Reid reserve the right notwithstanding the opening of an account to require payment of the price of goods sold on or before delivery or collection and to refuse delivery or collection on such payment is not made and to take proceedings at any time to recover the price of goods owing to Reid.

21.4 Credit facilities will usually be granted to Customers providing satisfactory references (2 Trade + Bank) and will continue as long as the conduct of the account conforms totally with these credit conditions and the Conditions of Sale. The Company at its discretion may decline to grant or may discontinue credit facilities at any time, and shall not be obliged to disclose its reasons for doing so. Pending the establishment of a credit account, goods will only be supplied under Pro Forma arrangements. Pro Forma accounts must be settled either by cash on collection of goods or by the provision of a cheque at least five working days before the goods are required.

22 Reid reserve the right to claim interest at its discretion under the Late Payment of Commercial Debts (Interest) Act 1998.

23 Reid shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and Reid shall be entitled in these circumstances to delay or cancel delivery or to reduce the amount delivered.

24 The failure by either party to enforce, at any time or for any period, any one or more of the terms and conditions of the Agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of the Agreement.

25 If any term or provision of the Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if the Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.

26 The Agreement shall be governed by and construed in accordance with the law of England and Wales and the Courts of England and Wales shall have non-exclusive jurisdiction to hear all disputes arising in connection with the Agreement.