TERMS AND CONDITIONS OF PURCHASE

• Payment is due within 30 days from the date of invoice, unless otherwise agreed by a director of Azeti Ltd., trading as Azeti Ltd..
• Credit limit as issued by Azeti Ltd. will not be exceeded and may be varied at any time by Azeti Ltd.
• Orders cannot be cancelled by customers, except in exceptional circumstances and only with the consent of Azeti Ltd.
• Interest will be charged on late payments at a rate of 8% above base rate per day.
• Azeti Ltd. reserves the right to deliver “part” orders.
• All goods must be comprehensively checked upon delivery.
• Damages or shortages must be noted in writing on the delivery driver’s paperwork, or in writing within 48 Hrs to our head office.
• All damages and shortages must then be reported by fax/letter within 48 hours with a copy of the carrier’s delivery note and Azeti Ltd. delivery note. This evidence must be included with all claims.
• Faults on products supplied by Azeti Ltd. after purchase by “your” customer must be reported in writing within 3 working days from “your” customer notification together with a copy of their receipt.
• By placing and receiving goods from Azeti Ltd. you are agreeing with these terms and conditions.

Definitions
“COMPANY” Shall mean Azeti Ltd., trading as Azeti Ltd.
“CONTRACT” Shall mean any contract in writing for purchase of goods by the Buyer from the Company.
“BUYER” Shall mean the Customer who purchases the Alexander Int’l Ltd. products.
“GOODS” Shall mean all Goods and Products which are the subject of any Contract of Sale or supply between the Company and the Buyer.
“PRICE” Shall mean the Price for all Goods excluding carriage, packing, insurance and VAT.

1. RETENTION OF PROPERTY CLAUSE
1.1. The risk in the Goods shall be passed to the Customer on delivery.
1.2. In spite of delivery having been made, and until payment has been received by the Company for all Goods whatsoever supplied.
(a) Property in the Goods shall remain in the Company until the Buyer has paid the Price plus VAT, in full and no other sum shall be due from the Buyer to the Company.
(b) Should the customer convert the Goods or any of them into a new product whether or not such conversion involved the admixture of any other Goods or things whatsoever and whatever proportions the conversions shall be effected by the Customers solely as agent for the Company who shall have the full legal beneficial ownership of the new products.
(c) The Customer shall store the Goods and the new products separately and in such a way that they can be regularly identified as being the property of the Company. Until such time when the property in the Goods passes to the Customer, the Customer shall hold the Goods and each of them on a fiduciary basis as bailee for the Company.
(d) Notwithstanding that the Goods or any of them remain the property of the Seller, the Buyer may sell or use the Goods in ordinary course of the Buyers’ business at full market value on the basis that the proceeds of the sale shall belong to the Company, to whom the Buyer shall account on demand. Provided that any such sale or dealing shall be a sale or use the Company’s property by the Buyer’s own behalf and the Buyer shall deal as principal when making such sales or dealings. Until property in the goods passes from the Company and shall not be mixed with other money paid into any overdrawn bank account and shall be at all material times identified as the Company’s money.
(e) The Company shall be entitled to recover the Price plus VAT notwithstanding that the property in any of the Goods has not been passed from the Company.
(f) The Company may at any time revoke the Buyer’s power of sales (as in the clause of (d) above) by notice to the Buyer. If the Buyer is in default for longer than thirty days in the payment of the sum whatsoever due to the Company, whether in respect of the Goods or any other Goods supplied to the Buyer or any other reason whatsoever, or if any Bill or Exchange or cheque or any other negotiable instrument drawn or accepted by the Buyer in favour of the Company is dishonoured on presentation for payment, or if the Company has bona fide doubts as to the solvency of the buyer, or when the Company request to Buyer to deliver up such of the Goods which property remains with the Company as have not ceased to be in existence or resold to the Company.
(g) The Buyer’s power of sale shall automatically cease if a Receiver is appointed or any of the assets of the undertaking of the Buyer or a winding up order is made against the Buyer or the Buyer goes into voluntary liquidation. (Otherwise than for the purpose of reconstruction or amalgamation) or call a meeting or make an arrangement or composition with the Creditors or commit any such act of bankruptcy.
(h) Upon the determination of the Buyer’s power of sale under the aforementioned paragraph the Buyer shall place the Goods in the new products at the disposal of the Company who shall be entitled to enter upon any premises owned, occupied or controlled by the Buyer where the Goods are situated in order to remove such Goods and new products from the premises (including severance from the reality where necessary).
(i) The Buyer shall not pledge or in any way change by way of security for any indebtness any of the Goods which are the property of the Company. Without prejudice to the other rights of the Company if the Buyer does so, all the sums whatever owing by the Buyer to the Company shall forthright become due and payable.
(j) The Buyer shall insure and keep insured to the Goods in full Price against “all risk” to the reasonable satisfaction of the Company, and shall whenever requested by the Company produce a copy of the policy of insurance. Without prejudice to the other rights of the Company, if the Buyer fails to do so all sums whatever by the Buyer to the Company shall forthwith become due and payable.

2. CONDITIONS APPLICABLE
2.1. The terms and conditions herein shall apply to all contracts for sale of Goods by the Company to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase or the confirmation of order or similar document.
2.2. All orders for Goods whether made in writing or otherwise by the Buyer are not binding and invalid until such orders are confirmed in writing by both Parties (or the Company).
2.3. All orders for Goods confirmed in writing shall be deemed to be an offer by the Buyer to purchase the Goods pursuant to these conditions
2.4. Acceptance to delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these conditions.
2.5. Any variation to these conditions, including any special terms and conditions agreed between the parties, shall be inapplicable unless agreed in writing by the Company.

3. DELIVERY OF GOODS
3.1. The Seller shall not deliver any Goods ordered by the Buyer to the Buyer unless the Goods ordered have been confirmed and agreed by both parties in writing.
3.2. Delivery of Goods shall be made to the Buyer’s address on the delivery date. The Buyer shall make all the arrangements necessary to take delivery of the Goods whenever they are tender for delivery.
3.3. The Company shall not be responsible for any loss or damage whatsoever arising from the failure of or delay in delivery by the Company.
3.4. The Company is responsible to replace any defective or damaged goods, or offer a credit note where applicable after confirmation with The Buyer, no cash refunds are available.
3.5. Notwithstanding the Company may have delayed or failed to deliver the Goods promptly the Buyer shall be bound to accept delivery and to pay for the Goods in full providing that delivery shall be tendered at any time within weeks of the delivery date.

4. ACCEPTANCE OF THE GOODS
4.1. The Buyer shall be deemed to have accepted Goods 24 hours after delivery to the Buyer.
4.2. After acceptance the Buyer shall not be entitled to reject the Goods which are not in accordance with the contract.

5. REMEDIES OF THE BUYER
5.1. Where the Buyer rejects any Goods then the Buyer shall have no further rights whatsoever in respect of the supply of the Buyer of such Goods or the failure by the Company to supply goods which conform to the contract of sale.
5.2. Where the Buyer accepts or has been deemed to have accepted any Goods then the Company shall have no liability whatever to the Buyer in respect of those Goods.
5.3. The Company shall not be liable to the Buyer for late delivery or short delivery of Goods.

6. REMEDIES FOR LATE PAYMENT
If the Buyer fails to make any payments on the due date then without prejudice to any of the Company’s other rights, the Company may:
6.1. Suspend or cancel deliveries of any articles due to the Buyer; and or
6.2. Appropriate any payment made by the Buyer to such of the Goods or Goods supplied under any other contract with the Buyer as the Company may in its sole discretion think fit.
6.3. The Company may claim compensation for late payment charged at £40.00 for amounts owed under £999.99 per invoice as outlined by European Directive 2000/35/EC, and £70.00 if the debt is over this amount.

7. SET OF COUNTERCLAIM CLAUSE
The Buyer may not withhold payment of any invoice or other amount due to the Company by reason of any right of set off or counterclaim which the Buyer may have alleged to have or for any reason whatever.

8. BACK ORDERS
The Company shall be entitled to a general lieu on all Goods of the Buyer in the Seller’s possession (including Goods of the Buyer which have been paid for) for the unpaid price of all Goods sold to the Buyer by the Company under this or any other contract.

9. WAIVER
No waiver of forbearance by the Company whether express or implied, in enforcing any of its rights under this contract shall prejudice its right to do so in the future.

10. SUBCONTRACTING
The Company may license or subcontract any part of its rights and obligations under this contract without the Buyer’s consent.

11. FORCE MAJEURE CLAUSE
Neither party shall be liable for any default due to any act of God, war, strike, lockout, industrial action, fire, flood, drought, tempest or other event beyond the reasonable control of either party.

12. CANCELLATION CLAUSE
Without prejudice to any claim or rights the Company may otherwise make or exercise, the Company may cancel and or terminate this contract at any time before Goods delivered (or any contract subsiding) by giving written notice of such determination being posted to the Buyer’s last known address, if:
(a) The Buyer shall make default in or commit a breach of the contract or any other of his obligations to the Company at its own discretion decided to do so.
(b) Any distress or execution shall be levied upon the Buyer’s property or assets or
(c) The Buyer shall make or offer to make any arrangement or composition with creditors or
(d) The Buyer shall commit any act of bankruptcy or if any petition or receiving order in Bankruptcy shall be presented or made against him, or
(e) If the Buyer is a Limited Company and any resolution or Petition to wind up such Company’s business (other than for the purpose of amalgamation or reconstruction’s) shall be passed or presented or if a Receiver of such Company’s undertaking, property or assets or any part thereof shall be appointed.
12.1 On giving such notice the Company shall promptly repay to the Buyer any sums paid in respect of the Price
12.2 The Company shall not be liable for any loss or damage whatever arising from such cancellation

13. PROPER LAW OF CONTRACT
This contract is subject to the law of England and Wales.
13.1 If any dispute or difference shall arise between the parties as to the meaning of this contract or any matter or thing arising out of or concocted with this contract then it shall be referred to the determination of an arbitrator to be appointed by the agreement of the parties or (in default of such agreement within twenty one days of the service upon one party by written request to concur in such appointment) by the President at the time being of the Chartered Institute of Arbitrators

OR

13.2 All Disputes arising out of this contract shall be subject to exclusive jurisdiction of the Court of England and Wales and irrevocably agree that proceedings issued out of the said Courts may without prejudice to the rules of service of such Courts be served on them by delivering such proceedings in an envelope addressed to the party to be served at the address for such party set out in the contract.