TERMS AND CONDITIONS OF SALE

1 Introduction
These conditions shall form part of every contract of sale entered into by Air Power East Ltd, and any purported variation or exclusion (whether contained in any document of the buyer or otherwise) shall be of no effect unless accepted in writing by Air Power East Ltd.

2 Formation of Contract
(a) An order whether or not based upon a quotation shall not be binding on Air Power East Ltd unless accepted by it in writing.
(b) Any representations or warranties made or given by anyone on Air Power East Ltd behalf prior to its acceptance of an order and not contained in Air Power East Ltd´s written quotation or order acknowledgement are hereby expressly excluded.
(c) Only such goods as are specified in Air Power East Ltd´s order acknowledgement are included in the scope of the contract.
(d) The buyer shall be responsible for ascertaining whether the capacity and performance of the goods are sufficient and suitable for its purpose.
(e)  Air Power East Ltd shall not be obliged to alter the performance or features of the goods following its acceptance of the buyer's order unless, at its absolute discretion, it agrees in writing to do so and subject to the payment by the buyer of an extra charge.

3 Specifications
All drawings, descriptive matter, weights, dimensions and specifications supplied by Air Power East Ltd are approximate only. Unless otherwise stated all descriptions and illustrations contained in manufacturer catalogues, price lists and advertising matter are by way of general description, are approximate only, and in no way are binding on Air Power East Ltd.

4. Prices
(a) All prices quoted by Air Power East Ltd are exclusive of carriage and packing costs and exclusive of VAT, unless otherwise stated.
(b) Where an order is placed and accepted for goods differing in size, quality, quantity or in any other way from the goods specified in Air Power East Ltd quotation, an additional charge may be made.
(c) Air Power East Ltd prices are based on the cost of goods or materials, labour and transport ruling at the date when such prices are quoted or in the absence of a quotation when such prices were agreed. In the event of the expense to the Seller of performing the contract being increased or reduced directly or indirectly by reason of any subsequent fluctuation in such cost the Seller reserves the right to make a corresponding increase or reduction in price to meet any such fluctuation.

5 Payment
(a) Unless otherwise agreed in writing, prices quoted are strictly net and the terms of payment are 30 days from the date of invoice.
(b)  In the event of any delay in payment Air Power East Ltd shall be entitled to charge interest on any outstanding balance at the rate of 8% over Barclays Base Rate per calendar month or part thereof.  During such period of default and at any other time when the buyer shall be in breach of the terms of the contract or Air Power East Ltd shall have reasonable grounds for doubting that payment will be made on the due date, Air Power East Ltd shall be entitled to withhold deliveries without prejudice to its right to payment for goods delivered and for work undertaken and expenses incurred in connection with undelivered goods which shall become immediately due and payable on demand.
(c) If payment is agreed to be made by instalments, in the event of default in payment of any one instalment, all other sums payable under contract shall become due.

6 Delivery
(a) Unless otherwise agreed, the goods shall be sold ex-works and the place for delivery shall be Air Power East Ltd premises.
(b) Where Air Power East Ltd has agreed to deliver the goods to site, this shall be to the nearest point on the road suitable in the opinion of the driver for the vehicle used. The buyer shall provide necessary labour and equipment to unload the vehicle without undue delay. If the vehicle is detained for an unreasonable time the seller reserves the right to make an extra charge.
(c)Air Power East Ltd shall endeavour to deliver the goods within the time stated or by the agreed delivery date, but shall not be liable for late delivery unless it shall have given the buyer a delivery guarantee which contains an agreed payment by way of liquidated damages for late delivery¸  In the event of late delivery¸ Air Power East Ltd shall have no liability except for payment of such liquidated damages and delay in delivery shall in no case entitle the buyer to cancel the order unless such cancellation is agreed by Air Power East Ltd in writing.
(d) If the buyer shall fail to give Air Power East Ltd proper delivery or transportation instructions when required or to accept delivery of the goods when tendered in accordance with the terms of the contract, the buyer shall be liable for all storage and other costs incurred by Air Power East Ltd as the result of such failure which shall be immediately due and payable on demand, but such liability shall not affect the buyer's obligation to purchase the goods and the right of Air Power East Ltd to damages for breach of such obligation.
(e) In the event that the goods are delivered at a time and place agreed with the buyer but no representative of the buyer is present when the goods are so delivered Air Power East Ltdreserves the right to deposit such goods at the specified place and shall have no liability in respect of loss or damage resulting therefrom.

7 Damage in Transit
Air Power East Ltd shall not be liable for any claim for non-delivery or loss or damage in transit unless any claim for non-delivery, damage or loss in transit is notified in writing within 48 hours of any advised despatch date, to both the seller and the carrier.

8 Acceptance
(a) The buyer shall not be entitled to reject the goods unless:
(i)within 7 days after delivery or such longer period as may be stated in the contract, the buyer shall have given notice, in writing, to Air Power East Ltd that the goods are defective,
(ii) the buyer shall have provided Air Power East Ltd with such access to the goods as it requires and Air Power East Ltd shall have failed to remedy the defect within 14 days after receipt of the buyer's notice or such longer period as may be stated in the contract
(iii) The defect materially affects the performance of the goods, and
(iv) The defect is covered by Air Power East Ltd´s guarantee in clause 11.
(b) In the event of the buyer rejecting the goods, Air Power East Ltd shall have no liability to the buyer except for payment of any liquidated damages agreed in the contract terms and the return of any payments made by the buyer to Air Power East Ltd in respect of the purchase of the goods.

9 Titles and Risk
(a) Title to the goods shall remain in Air Power East Ltd until payment in full is made by the buyer for all sums due from it to Air Power East Ltd on any account whatsoever.
(b) Paragraph (a) of this clause shall not prevent the buyer from embodying the goods in any product so long as they remain identifiable or from selling the goods or any product embodying the goods but, in the event of such sale (to the extent of the buyer's indebtedness to Air Power East Ltd in respect of the goods) the buyer:
(i) Shall hold the proceeds of sale or the right to receive the same on trust for Air Power East Ltd,
(ii) shall place the proceeds of sale in a separate account of the buyer in such a way as to be identifiable as in the beneficial ownership of Air Power East Ltd, and
(iii) At Air Power East Ltd´s request, shall assign the right to receive the proceeds of sale to Air Power East Ltd.
(c) In the event of the buyer suffering any distress or execution to be levied against him or entering into any arrangement with its creditors or (being an individual) becoming subject to the bankruptcy laws or (being a company) entering into liquidation otherwise than for the purposes of amalgamation or reconstruction or having a receiver appointed of the whole or any part of its assets, Air Power East Ltd without prejudice to its other rights under these conditions shall be entitled to enter upon any land or premises where the goods or any product embodying the goods may be for the time being, to detach the goods if so embodied and to recover possession of them.
(d) The risk in the goods shall pass to the buyer on delivery.

10 Guarantee and Limitation of Liability
(a) The provisions of this clause shall apply except insofar as any statute or regulation shall provide to the contrary and shall not affect the statutory rights of any consumer.
(b) Subject to clauses 8 (a) and 9, Air Power East Ltd shall, at its option, repair, replace or credit the buyer with the whole or a due proportion of the purchase price of any goods supplied to it by the manufacturer in respect of which any defect shall arise due to faulty materials or workmanship, provided that:
(i) The defect becomes apparent within the warranty period of the goods supplied.
(ii) The buyer gives notice of the defect to Air Power East Ltd in writing within 14 days after the defect becomes apparent,
(iii) the defect is not attributable to misuse, failure to comply with the manufacturers instructions regarding storage, operation or maintenance, damage caused by any factors beyond Air Power East Ltd’s control, or fair wear and tear,
(iv) the goods have not been repaired or altered without Air Power East Ltd´s written approval, and
(v) The buyer provides Air Power East Ltd with such access to the goods as it requires or, at Air Power East Ltd’s request, returns the goods to Air Power East Ltd for inspection.
(c) Air Power East Ltd shall have no liability to the buyer for any information or advice given to the buyer in connection with the goods, unless confirmed in the contract.
(d) Except as provided in clauses 8, 9 and 11, Air Power East Ltd shall have no liability to the buyer in respect of any defect in the goods, and all conditions and warranties, whether express or implied, as to the quality of the goods, their fitness for any particular purpose, or their design, manufacture, materials, components, specification and performance are excluded.  Further, Air Power East Ltd shall have no liability for any loss of production, loss of profit, loss of use, loss of contracts or any other consequential, economic or indirect loss whatsoever suffered by the buyer as a result of any defect in the goods.
(e) Air Power East Ltd shall have no liability to any third party for any injury, damage or loss caused directly or indirectly by the goods, whether as a result of their operation or use or otherwise and whether as a result of any defect therein or otherwise, and the buyer shall indemnify Air Power East Ltd against any claim arising from any such injury, damage or loss.

11 Returns
Returns of goods not suffering from defects will only be accepted by Air Power East Ltd from the buyer with the prior agreement of Air Power East Ltd in writing.  All items which are accepted as returns will be subject to a handling charge, and must be forwarded to Air Power East Ltd´s office in Stanton at the buyer's expense.

12 Force Majeure
Notwithstanding the provisions of any other term of the contract, a party shall not be regarded as in breach thereof to the extent that such party is prevented from or hindered in fulfilling its obligations by any circumstances outside its reasonable control (including strikes, lockouts, shortages of materials, delays in transportation or governmental regulations) provided that such party shall have given written notice to the other party of such circumstances within a reasonable time after learning of them.  If such circumstances shall continue to prevent or hinder the performance of the contract by such party for more than three months then the other party may by written notice terminate the contract with regard to the unperformed portion there of.

13 Legal Construction
The contract shall in all respects be governed by and construed in accordance with English Law.