"The Customer" Shall mean any person company or firm who enters into a contract with the Firm of the supply of goods or services

"The Goods" Shall mean the goods products and materials supplied or processed by the Firm to the Customer

"The Works" Shall mean all labour and services supplied by the Firm to the Customer

1. (a) The Firm's estimate constitutes only an invitation to place an order.
2. All orders shall be in writing and shall be in the form of the Firm's estimate signed by the Customer. Such an order shall constitute an offer to the Firm and the Firm will be under no contractual obligation until the Firm accepts the order from the Customer in writing.
3. The Customer acknowledges that its contract with the Firm is subject to these expression terms and conditions, and all other conditions, warranties and representations, express or implied in statutory or otherwise except as to the title are hereby excluded. No variation to these conditions shall apply unless specifically agreed in writing between the Firm and the Customer's authorised officers.

1. No variation or waiver by the Customer of any of these terms and conditions shall be effective unless agreed in writing on the Firm's headed note paper before the Firm's acceptance of the order.
2. Any waiver by the Firm of strict compliance with any of the terms and/or conditions herein shall not affect the obligations of the Customer strictly to comply with all the said terms and conditions at any future time.

1. All prices stated on estimate are exclusive of VAT payable at the current rate, unless otherwise stated.
2. Prices stated on estimates are based upon current costs of labour and materials and general running costs ruling at the date of the estimated. In the event of increases in such costs the Firm reserves the right to increase its prices.
3. Without prejudice to the generality of sub-clause (b) herein, any estimate given is provisional only and may be subject to amendment if an order is not placed by the Customer within 60 days of the date of the estimate.
4. Estimates are given on the understanding that the work is performed by the Firm by means of a method decided upon by the Firm.

The Firm is engaged in design and development work of a confidential nature and the Customer is assured that the Firm (a) will not discuss the Customer's business with any third party under any circumstances (b) will provide secure storage of any drawings or other specifications, materials or prototypes provided by the Customer and (c) will return all such material together with any development drawings, materials or prototypes connected in any way with the contract to the Customer on completion of the contract and upon payment of all monies due to the Firm.

1. Where specifications and drawings are to be supplied by the Customer, then the Customer should supply such specifications and drawings before or at the same time as the order. Unless the Firm is so provided with the drawings and specifications then the Firm will not be liable for any discrepancy between the Works or the Goods and the Customer's specifications.
2. By contracting with the Firm the Customer represents to the Firm that the Customer has made full investigations into the suitability of the process requested by the Customer and is satisfied that (in the event that the Customer has provided the Goods) the specification requested can be performed by the Firm on the Goods provided and that the Goods will be suitable in all respects for the Customer's requirements save and except defects arising from negligence or lack of reasonable skill and care on the part of the Firm.
3. Where the Firm has design responsibility for the Goods or Works the Firm will use its expertise in interpreting the Customer's drawings to produce the final operational drawings, provided that the Customer has responded promptly and accurately to any requests on the part of the Firm to clarify the Customer's drawings and specifications, should any errors of interpretation occur the Firm shall correct them within the contract price. If the Firm produces Goods or Works to the Customer's specification and that specification is wrong, the Customer will be required to pay for them in full.
4. If the specifications on which the Estimate or Quotation is based are changed in any way by the Customer once the order has been placed, the Firm reserves the right to suspend the supply of Goods or Works pending agreement upon the change in costs (if any) and voidance by the Customer of any time penalties as a result of the delay. Once written acceptance has been received the Firm will commence/resume the supply on the amended terms.

1. The price stated in the contract is based on current costs and the Firm reserves the right to vary such price:
   (i) If any alterations are made in any specification upon which a price has been quoted.
   (ii) If any variation is made by the Firm at the request of the Customer as to the mode, place and time of delivery of the materials.
   (iii) In the case of any expense incurred by the Firm by reason of delay arising from the Customer's instructions.
   (iv) In the event of variation in the prices of materials, wage rates or other costs which may occur between the date of the estimate and the completion of the contract.
2. The Firm does not accept the concept of "extra-contractual works". Any Works or Goods requested by the Firm will require a written instruction from the Customer which will be accepted only if accepted in writing by a duly authorised representative of the Firm that the Firm will not proceed with the provision of Goods or Works unless the Customer has given written acceptance of the cost in advance. The Firm has a "fast-track" procedure for ensuring that delays in implementing this process are minimal

1. The Firm will invoice the Customer for the Goods or Works as soon as possible after the same have been delivered. The invoice will quote the Customer's order number and will be the full contract price in accordance with the Firm's Quotation plus any agreed extras or variations
2. The Firm's terms of payment are 30 days from the date of invoice, unless it is agreed in writing by the Firm that different terms shall apply.
3. In respect of all payments due to the Firm, time of payment is of the essence of the contract.
4. The Firm reserves the right to charge interest at the rate of 2.5% per month by separate invoice, exclusive of VAT, on all invoices which remain unpaid after the due date of payment.

1. The Goods (if supplied by the Customer) shall remain at the Customer's risk until they are received at the Firm's premises and until the Firm has acknowledged that they have been received in good order.
2. The Firm is not a common carrier, but at the Customer's request and at the Customer's expense the Firm shall collect the Customer's Goods, whereupon the Firm will take all reasonable precaution to safeguard the Goods, but in accordance with sub-clause (a) herein the Goods will remain at the Customer's risk until they have been received by the Firm and therefore the Firm will not accept or be responsible for any liability for any delay arising nor any damage caused.
   
3. When Goods are delivered from the Firm to the Customer, or collected by the Customer from the Firm's premises, Goods shall be at the Customer's risk immediately after delivery or, if an independent carrier is used, immediately the Goods are released to such independent carrier, or immediately the materials are collected by the Customer.

1. Where Goods are received from a Customer and are not in the opinion of the Firm in fit condition for processing the Firm will notify the Customer accordingly and the Firm shall either arrange for the Goods to be collected by or delivered to the Customer at the cost of the Customer for the purpose of putting the Goods in a fit condition or without incurring any responsibility for any loss or damage arising therefrom, if requested make into a fit condition and the Customer shall be liable to the Firm for the reasonable cost of its doing so.
2. In the event that the condition of the Goods received by the Firm has been questioned, the Firm shall not proceed with the performance of the contract until expressly authorised to do so by the Customer. The Firm shall not be responsible for any delay arising from this requirement.
   
3. In the event that the Firm has questioned with the Customer the suitability of Goods but the Customer authorises the Firm to proceed with the Contract, the Customer agrees that any defects in the work performed by the Firm as a result of the Goods being unsuitable shall give rise to no liability on the part of the Firm, and such defects shall not constitute lawful excuse for withholding payment or part payment from the Firm.
4. The Firm reserves the right to cancel the contract without being liable to the Customer in anyway for such cancellation, or alternatively to proceed with the contract on such terms or conditions as the Firm may feel appropriate, without being liable for any breach of contract arising by such unilateral alterations in the terms and conditions if:
   (i) The Customer, has pursuant to sub-clause (a) herein, put the Goods into a fit condition, but in the opinion of the Firm the Goods are still not in a fit condition for processing or
   (ii) In the Firm's opinion the Customer's Goods are in anyway unsuitable or
   (iii) In the Firm's opinion the Customer's requirements are unobtainable.

1. The Customer shall inspect the completed Goods immediately on its receipt thereof. If the Customer considers that the completed Goods are defective in any way whatsoever it shall within 14 days of receiving the Goods give notice in writing by registered post to the Firm stated the defects or discrepancies with the contract alleged. Unless the Customer gives such notice the Goods shall be deemed to be in all respects in accordance with the contract and to the satisfaction of the Customer and the Customer shall be bound to accept and pay the contract price as may have been varied in accordance with the terms and conditions herein.
2. Goods represented by the Customer to be defective or not in accordance with the contract shall not form the subject of any claim for any loss, damage or expenses whatsoever arising directly or indirectly from such defect, but such Goods, if returned to the Firm and accepted by them as defective will at the request of the Customer and if practicable be replaced reprocessed or altered.
3. In the event of the desired finish not being obtained owing to the supply by the Customer of unsuitable Goods or inaccurate/inappropriate specifications or any other reason outside the Firm's control, no responsibility shall attach to the Firm and the Customer shall remain liable to pay the contract price.
4. The Firm gives no warranty that the Goods can be worked upon in any way or incorporated into any machine equipment thing or process without causing damage to the Goods. Any such work or incorporation therefore carried out at the risk of the Customer and any damage thereby caused shall not be the responsibility of the Firm.
5. In the event of damage being caused to the Customer's Goods during processing, the Firm's liability for any such damage is limited to the contract price.
6. Whilst the Firm will use every endeavour to meet delivery dates by the Customer, delivery may be subject to delay and the Firm will not be liable for any loss arising from such delay.
7. In the event of spoiled or stolen Goods the Firm shall be responsible only to the extent of the value of the contract between the Firm and the Customer
8. The Firm accepts no liability in contract tort or otherwise for any personal injury, loss or damage of whatsoever kind suffered by the Customer as a result of its use of the Goods.

The Firm shall have a possessory lien against the Customer on any and all of the Customer's Goods in the Firm's possession for any and all monies due from the Customer.

The Firm shall have the right to engage Sub-Contractors to perform the Firm's obligations under this contract either wholly or in part

1. The contract shall be interpreted in accordance with English Law and any action shall be pursued through the English Judicial System.
2. In case any one or more of the provisions contained in this contract shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions thereof and this contract shall be construed as if such invalid,illegal or unenforceable provisions had never been contained herein.