1.DEFINITIONS

In these conditions:

"Buyer" means any person to whom the Seller is to supply Goods pursuant to an order;
"Contract" means any contract for the sale of Goods by the Seller to a Buyer;
"Goods" means goods and/or materials which the Seller supplies to a Buyer pursuant to a Contract;
"Seller" means Alno (United Kingdom) Limited

2. GENERAL

These conditions shall govern and be incorporated in every Contract made by or on behalf of the Seller with a Buyer and shall prevail over any terms and conditions contained or referred to in any documentation submitted by the Buyer or in correspondence or elsewhere or implied by trade custom, practice or course of dealing.

Acceptance by the Buyer of delivery of the Goods shall constitute unqualified acceptance of these conditions by the Buyer.

Any variation of these conditions is valid only if it is in writing and signed by a director or the company secretary of the Seller.

3. PRICE AND QUOTATIONS

All prices quoted are subject to confirmation by the Seller on receipt of the relevant order. If there are any changes in the quantities or specifications required by the Buyer, the Seller reserves the right to alter the quotation accordingly.

The Seller may without notice at any time prior to its written confirmation of the order pursuant to Clause 3.1 revise its prices or specifications (including any prices or specifications previously given to the Buyer) to take account of increases in its own costs including, without limitation, the costs of any goods (including for the avoidance of doubt any goods designed, supplied or manufactured other than by the Seller), material, carriage, labour or overheads, the increase or imposition of any tax, duty or other levy and any variation in exchange rate. All prices in any quotation are based on the prices current at the time of acceptance of the relevant order and are exclusive of VAT and any other tax or duty payable by the Buyer.

A quotation by the Seller does not constitute an offer and the Seller may withdraw or revise a quotation at any time before acceptance of the Buyer’s order.

The Seller’s acceptance of any oral or written order from the Buyer shall be effective only where such acceptance is in writing.

4. PAYMENT

Payment of invoices shall be made in full within 30 days of invoice date. Any available early settlement discount will be shown on the invoice. Time for payment shall be of the essence. The Seller may suspend the supply of Goods to the Buyer where any amounts are overdue under any Contract until all such amounts have been paid.

Interest is payable on overdue accounts at the rate of two per cent above the Seller’s Bank’s base rate from time to time to run from the due date for payment until receipt by the Seller of the full amount (including any accrued interest) whether before or after judgment.

If the Buyer defaults on any payment or if at any time the Seller reasonably considers that the Buyer is or may be unable to pay for the Goods to be despatched in accordance with the Contract in the light of evidence the Seller may have as to the Buyer’s financial position or otherwise indicating an inability or intention not to pay, the Seller shall not be bound to despatch or prepare such Goods for despatch unless the Buyer, if required by notice in writing, has previously either paid cash against the relevant invoice or provided sufficient security in a form acceptable to the Seller.+nbsp; If the Buyer fails to comply with any such request notice within the period stated in the relevant notice, the Seller may terminate the Contract immediately without prejudice to any rights the Seller may have acquired under the Contract prior to such termination.

Notwithstanding any contrary act of the Buyer, all payments made by the Buyer to the Seller shall be applied first to Goods which the Buyer has resold and then to Goods which remain in the possession or under the control of the Buyer.

The Seller has a general lien on all property of the Buyer in the Seller’s possession (although the Buyer may have paid for it in full) in satisfaction of any amount owed by the Buyer to the Seller under any Contract. The Seller may do anything necessary to put such property into a saleable condition, sell it on such terms as it may think fit and retain from the proceeds of sale an amount equal to the amount owed by the Buyer to the Seller under any Contract and the costs or expenses incurred by the Seller in putting the property into a saleable condition and selling it. The Buyer has no right of set off in respect of any monies due to the Seller.

5. ALTERATIONS AND CANCELLATION

Due to the prompt and individual manufacture of the Seller’s Goods, alterations or cancellations will not be accepted after the Seller has confirmed the order in writing unless the Seller agrees otherwise and confirms such agreement in writing on a case by case basis.

6. DELIVERY

Any delivery or despatch date given by the Seller is approximate only and the Seller shall not be liable to the Buyer for any loss suffered by the Buyer as a result of the Seller’s failure to deliver on any particular date or dates. Time for delivery is not of the essence and shall not be made so by the service of any notice.

Delivery shall be at the Buyer’s premises unless otherwise agreed by the Buyer. The cost of delivery is included in the price but the Seller shall at its discretion make an additional charge for delivery otherwise than by its normal carrier or for express delivery.

If the Buyer refuses or fails to take delivery of Goods tendered in accordance with the Contract, the Seller may at its sole discretion:

terminate the Contract with immediate effect, dispose of the Goods as it sees fit and recover from the Buyer any loss and additional costs incurred as a result of such refusal or failure (including, without limitation, storage costs from the due date of delivery); or store the Goods and take all reasonable steps to prevent their deterioration until actual delivery. The Seller is entitled to withdraw such storage at any time and the Buyer agrees to be liable to the Seller for the reasonable costs (including insurance) of such storage. Storage costs shall be in addition to the price stated under the relevant invoice.

Unless agreed otherwise by the Seller, the Goods may be delivered in instalments and each such instalment shall be treated as a separate Contract and failure by the Seller to deliver any or more of the instalments in accordance with these conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.

7. DAMAGE, DISCREPANCIES ETC.

Upon delivery of the Goods (whether the same is an instalment delivery or delivery of the whole order) to the Buyer, the Buyer shall inspect such Goods and shall notify the Seller in writing of any discrepancies, damage or incomplete deliveries. If such notice is not received by the Seller within three days of receipt of the Goods by the Buyer, all Goods shall be deemed to be in all respects delivered in accordance with the Contract.

8. PROPERTY AND RISK

Risk in the Goods passes on delivery. Notwithstanding delivery and passing of risk, the Goods remain the property of the Seller until the Buyer pays to the Seller the agreed price for the Goods (together with any accrued interest) and no other sums whatever are due from the Buyer to the Seller.

Until property in the Goods passes to the Buyer the Buyer shall hold the Goods on a fiduciary basis and shall:
not part with possession of the Goods otherwise than in accordance with Condition 8.6 below;
take proper care of the Goods and take all reasonable steps to prevent damage to or deterioration of them;
keep the Goods free from any charge, lien or other encumbrance and store the Goods in such a way as to show clearly that they belong to the Seller;
notify the Seller immediately upon the happening of any of the events set out in Condition 14.2; and
give the Seller such information relating to the Goods as the Seller may from time to time require.

From delivery until property in the Goods passes to the Buyer, the Buyer shall insure the Goods for their full value with a reputable insurer and, upon request, shall use reasonable endeavours to have the Seller’s interest in the Goods noted on the insurance policy. Until the property in the Goods passes to the Buyer, the Buyer shall hold the proceeds of any claim on the insurance policy on trust for the Seller and shall immediately account to the Seller with the proceeds.

The Seller reserves the right to repossess and resell any of the Goods to which it has retained title. The Seller’s consent to the Buyer’s possession of the Goods and any right the Buyer may have to possession of the Goods shall in any event cease upon the happening of any of the events set out in Condition 14.2.

The Buyer grants an irrevocable right and licence to the Seller to enter the Buyer’s premises without notice during normal business hours in order to inspect or repossess Goods to which it has retained title and the termination for any reason of a Contract shall not affect the continuance in force of this right and licence.

Provided that none of the events specified in Condition 14.2 has occurred or is reasonably expected to occur, the Buyer may sell the Goods to which the Seller has retained title in the ordinary course of the Buyer’s business, subject to the express condition that the Buyer shall, as regards the third party, act solely on its own behalf and shall not have, or hold itself out in anyway whatsoever as having, the right to make representations to or contracts with the third party on behalf of the Seller.

The Buyer acknowledges that as a consequence of its fiduciary relationship with the Seller, it is under a duty to the Seller to hold the proceeds of sale of the Goods on trust for the Seller and not to mingle such proceeds with other money or pay them into an overdrawn bank account and shall ensure that such proceeds are at all material times identified as the Seller’s money.

If the Buyer sells the Goods without complying with the provisions of condition 8.7 then the Buyer shall be in breach of its fiduciary duty and liable to account to the Seller for the proceeds of the sale.

The Seller shall be entitled to recover the price (plus VAT) in the event of non-payment by the Buyer notwithstanding that property in any of the Goods has not passed from the Seller. The Seller may, by notice to the Buyer at any time after delivery, pass property in the Goods to the Buyer with effect from the date of the notice.

9. LIABILITY

The following provisions govern the Seller’s entire liability (including any liability for the acts and omissions of its employees, agents and sub-contractors) to the Buyer arising out of or in connection with any Contract including, without limitation, liability in respect of:
any breach of its contractual obligations under this Contract; and any representation, statement or tortious act or omission including negligence arising under or in connection with this Contract, save that any exclusions or limitations shall not apply in the case of fraud, fraudulent concealment or where death or personal injury has been caused by the Seller’s negligence or breach of the term implied by section 12 of the Sale of Goods Act 1979 (as amended). Furthermore, the following exclusions or limitations in this clause 9 shall be without prejudice to any other restriction, limitation or exclusion expressly provided for elsewhere in these conditions.

Without prejudice to these conditions, where Goods or any part thereof are supplied, designed or manufactured other than by the Seller, the Seller’s obligations (and any remedies available to the Buyer for a breach of such obligations) shall in no event exceed those owed (or made available) to the Seller by the relevant supplier, designer or manufacturer.

Except as provided in these conditions or otherwise agreed by Seller in writing no warranty, condition, representation, term, undertaking or obligation (express or implied) imposed by statute, common law, custom, course of dealing or otherwise on the part of the Seller shall apply to this Contract or any Goods supplied under it.

Where the Goods or any part thereof are to be used in conjunction with other components, the Seller is not liable and accepts no responsibility for any loss or damage which arises from the use of such components.

Under no circumstances shall the Seller be liable to the Buyer for:
loss of profits, loss of operations, loss of contracts, loss of market shares or loss of goodwill; increased costs or expenses or loss of saving; or any type of special, indirect or consequential loss whether caused by the negligence of the Seller, its employees or agents, breach of any Contract or otherwise (including such loss or damage suffered by the Buyer as a result of any action brought by a third party) even if such loss was reasonably foreseeable or the Seller had been advised of the possibility of the Buyer incurring it.

The Seller shall have no liability to the Buyer in respect of any loss, damage or default unless the Buyer serves notice of the same upon the Seller within one year of the date it became aware (or ought reasonably to have become aware) of the circumstances giving rise to such loss, damage or default.

Unless stated otherwise, the Seller’s liability in contract, tort, breach of statutory duty or otherwise, including any liability for negligence, howsoever caused arising out of or in connection with any Contract shall in no event shall exceed the price of the Goods paid by the Buyer under the particular Contract the subject of dispute.

The Seller is not liable for any loss, damage or liability of any kind suffered by any third party directly or indirectly caused by repairs or remedial work carried out without the Seller’s prior written approval. The Buyer hereby indemnifies the Seller against all claims relating to or arising from Goods sold to the Buyer by the Seller in respect of any loss, damage or expenses sustained by third parties howsoever caused, save for death or personal injury caused by the Seller’s negligence.

Where wood or other natural products are used in the manufacture of the Goods, the Seller does not guarantee that a colour difference will not arise between the different part+nbsp; of the Goods and the Buyer acknowledges that certain wood and veneer finishes and other delicate tones eventually alter in colour from that prevailing at the time of delivery. It is hereby agreed between the Seller and the Buyer that such colour differences will not give rise to any claim by the Buyer under clause 10.2 or otherwise.

10. WARRANTIES

The Seller warrants that it has right to sell the Goods and that the Goods are free from any charge or encumbrance unknown to the Buyer.

Subject (and without prejudice) to the application of Condition 9, the Seller will in its sole discretion, and as sole and exclusive remedy of the Buyer for defective Goods supplied hereunder, replace, repair or rectify defective Goods or take back such Goods and refund or credit the Buyer with the cost thereof provided:

a) the defect appears within 12 months of delivery and the Buyer notifies the Seller in writing within seven days of discovering the defect giving full details thereof;

b) the Seller shall be entitled and shall be afforded facilities to inspect and test the Goods as it thinks fit;

c) the Seller is satisfied that the Goods are defective only as a result of defect in materials or workmanship or are otherwise not in accordance with the Contract;

d) the Seller is satisfied no-one other than the Seller has so dealt or tampered with the Goods as to contribute to their defectiveness and that the Goods have been properly used, handled, maintained, stored and serviced (where appropriate) and have not been used whilst allegedly defective or otherwise not in accordance with the Contract or order;

e) where the Buyer notifies the Seller as aforesaid and the Seller performs its obligations under this condition, for the avoidance of doubt and without prejudice to any other provisions of these conditions the Buyer shall not be entitled to any claim in respect of the Goods, or for work done thereon, transport costs, damage to property not the subject matter of the Contract, or otherwise (save where death or personal injury has been caused by Seller’s negligence) nor shall the Buyer be entitled to treat delivery thereof as ground for repudiating the Contract, failing to pay for Goods or cancelling further deliveries;

f) any defect is not in any way arising from any drawing, design or specification supplied by the Buyer; and

g) the total price for the Goods has been paid to the Seller by the due date for payment.

11. SPECIFICATIONS

Any specifications or other descriptive materials published by or on behalf of the Seller do not form part of the Contract. Illustrations in the Seller’s catalogue, sale literature and advertisements are included as a guide only. While care has been taken in their preparation, they may be inaccurate and shall not be binding on the Seller in any way and the Seller reserves the right to withdraw patterns or models from time to time. The Buyer shall be responsible for all measurement and plans submitted to the Seller.

12. PACKAGING

The Buyer shall meet the cost of any special packaging which it may request or which may be necessitated by delivery by any means other than the Seller’s normal means of delivery. The Buyer shall, unless otherwise agreed, be solely responsible for the disposal of all packaging in accordance with all regulations, whether statutory or otherwise, relating to protection of the environment.

The Seller is entitled to invoice the Buyer for the cost of all pallets and other returnable packaging materials unless they are returned to the Seller in good condition, carriage paid within 14 days of the date of delivery.

13. FORCE MAJEURE

If the Seller is prevented, hindered or delayed from or in supplying the Goods in accordance with these conditions by a Force Majeure Event the Seller may, at its option:
suspend deliveries while the Force Majeure Event continues; apportion available stocks between its customers as it decides; and/or terminate any contract so affected with immediate effect by written notice to the Buyer; and the Seller shall not be liable for any loss or damage suffered by the Buyer as a result.

In this condition "Force Majeure Event" means (including without limitation) strikes, lockouts, acts of God, war, fire, tempest, flood, accident or damage to Goods, delays in obtaining or inability to obtain through scarcity any materials required or any other event or circumstance beyond the reasonable control of the Seller.

14. TERMINATION

On or at any time after the occurrence of any of the events in condition 14.2, the Seller may stop any Goods in transit, suspend further deliveries to the Buyer, exercise its rights under these conditions and/or terminate any Contract with the Buyer with immediate effect by written notice to the Buyer.

The events are:
the Buyer being in breach of an obligation under a Contract;
the Buyer passing a resolution for its winding up or a court of competent jurisdiction making an order for the Buyer’s winding up or dissolution;
the Buyer enters administration (as defined in schedule B1 of the Insolvency Act 1986) or the appointment of a receiver over, or an encumbrancer taking possession of or selling, any of the Buyer’s assets;
the Buyer being or becoming unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or the Buyer making an arrangement or composition with its creditors generally or applying to a court of competent jurisdiction for protection from its creditors.

Upon termination, any indebtedness of the Buyer to the Seller becomes immediately due and payable and the Seller shall be under no further obligation to supply Goods to the Buyer.

15. ASSIGNMENT

The Buyer may not assign or transfer, or purport to assign or transfer, any of its rights or obligations under a Contract without the Seller’s prior written consent.

16. INVALIDITY

If any part of these conditions is or becomes (whether or not pursuant to any judgment or otherwise) invalid, illegal or unenforceable in any respect under the law of any jurisdiction the validity, legality and enforceability under the law of that jurisdiction of any other part of these conditions or the Contract as a whole shall not be affected or impaired in any way thereby.

17. GOVERNING LAW

These conditions and any Contract made under them shall be governed by and construed in accordance with English law and the courts of England shall have exclusive jurisdiction in respect of any dispute which may arise out of or in connection with such conditions or Contract or their formation, performance or termination.

18. EXCLUSION OF THIRD PARTY RIGHTS

The Contracts (Rights of Third Parties) Act 1999 shall not apply to these conditions nor any Contract made under them and no person other than the Buyer and the Seller shall have any rights thereunder, nor shall these conditions or any Contract be enforceable under that Act by any other person.

19. WAIVER

No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.