(a) FVP contracts subject only to these T&C´s. Neither (1) additions to nor modifications of these T&C´s nor (2) any other terms and conditions in any document or other communication of/with the Buyer shall form part of the contract unless specifically referred to in these T&C´s or unless a director or company secretary of FVP has agreed with the Buyer in writing to vary these T&C´s. No agent or employee other than a director or company secretary of FVP has authority to vary these T&C´s or make any representations about FVP´s business, goods or services. All implied terms shall be excluded to the fullest extent permitted by law save as set out in these T&C´s.

(b) In these T&C´s (1) the "Goods" means any equipment, machinery, parts, spares, software and any other goods supplied by FVP (and where appropriate goods, materials or services used on or in relation to the contract) (2) all references to FVP agreeing, approving, waiving or specifying a matter apply only if such is confirmed in writing by a duly authorised officer of FVP (3) the headings and words in bold shall not affect the interpretation (4) a Working Day is any day other than a Saturday, Sunday or statutory Bank Holiday in England & Wales.

Any periods or times stated for delivery or for compliance with any other contractual obligation on FVP's part ("Estimated Times") shall run from the date of FVP's acceptance of the Buyer´s written, faxed or verbal order and (where required by FVP) any payment, samples, information, licences and consents necessary to proceed with the order. Estimated Times are estimates only. FVP shall not be responsible for loss or damage resulting from delay or failure to notify the Buyer of any delay. Changed specifications or instructions may result in changes to Estimated Times.

(a) Unless otherwise agreed, specified prices

do not include delivery (i.e. ex-works)
are exclusive of VAT.

FVP shall be entitled to increase the price to take account of

delivery charges


insurance


special handling charges


changes in specifications


additional work and revised instructions


changes in taxes, duties or levies


extra costs or expenses incurred by FVP as a result of site conditions, delays, interruptions, lack of information


changes in exchange rates


any other factors beyond FVP´s control.

(b) Payment of the Price or any part thereof and any other charges due under the contract must be made within the time agreed when ordering (unless otherwise specified in writing). The contents of the invoice, including inter alia the Price, shall in the absence of a manifest error, be deemed to have been accepted by the Customer unless the Customer has notified the Company in writing within 14 days from the date of the invoice that such contents are disputed. Unless otherwise agreed, payment shall be made in pounds sterling, without set off, deduction or withholding.

(c) The Buyer shall pay to FVP in cash or as otherwise agreed all sums immediately when due, without reduction or deferment on account of any claim, counterclaim or set off.

(d) The Buyer shall fully and effectively indemnify FVP against the total expense to FVP arising out of the Buyer's breach or breaches of these T&C´s. Such expense shall include (without limitation) (1) all expenses incurred by FVP in sourcing the Goods (2) all court fees (3) all amounts payable to FVP's professional advisers (payable on an indemnity basis) in pursuing claims against the Buyer for breach or breaches of these T&C´s and for enforcing any judgement/s and/or order/s (4) all amounts payable to FVP's insurers and/or debt recovery agents, in each case including anticipated sums payable by FVP only after payment of any sums from the Buyer.

(e) No contract or order may be cancelled without FVP's agreement. If FVP agrees to cancel an order, then the Buyer shall indemnify FVP against all costs, claims, loss and expenses occasioned thereby including any consequential loss and loss of profits.

(a) Where despatch is delayed through the Buyer's unwillingness or inability to arrange carriage (or to make any payment due prior to despatch) FVP may effect delivery of the Goods by giving written notice that it is ready for despatch. If the Buyer does not take delivery of the whole quantity of the Goods at the due time, then any discount or other allowance in respect of the Goods which is or would be otherwise allowed to the Buyer shall be recalculated to the level of Goods actually accepted by the Buyer.

(b) If FVP stores the Goods at the Buyer's request (or after notice has been given that the Goods are ready for despatch) the Buyer shall reimburse FVP for all costs and expenses of storage (including any necessary transit costs and insurance).

NOTE TO FVP: It is important that these provisions dovetail with the more detailed returns procedures that you send to customers.

(a) Damage, discrepancies and shortages: The Buyer shall be responsible for inspecting the Goods as soon as reasonably practicable after delivery to check the Goods for damages, discrepancies and shortages. If there is any damage, discrepancy or shortage in respect of the Goods then the Buyer shall notify FVP of such in writing within 3 Working Days of delivery. If the Buyer fails to do so then FVP shall not be liable for the damage discrepancy or shortage. A "deliveries" or "arrivals" note signed by the Buyer or its agent indicating that the Goods are in good order on arrival shall be conclusive proof of the same and bind the Buyer.

(b) Goods that fail on installation ("D.O.A's"): FVP operates a returns procedure for D.O.A's. Further details of the D.O.A returns procedure are available on written request. The D.O.A returns procedure may vary depending on the manufacturer of the Goods and will be notified to the Buyer upon the Buyer notifying FVP that the Goods have apparently failed on installation. The Buyer must comply with all instructions given to it by FVP in relation to the applicable D.O.A returns procedure. The Buyer shall notify FVP in writing, within 24 hours, if any Goods appear to be D.O.A. The Buyer must notify FVP of any apparent D.O.A within 5 Working Days of delivery and no manufacturer's return authorisation shall be required by FVP if the Buyer does so. If the Buyer wishes to return the Goods as D.O.A after 5 Working Days of delivery then it must first obtain a manufacturer's returns authorisation and FVP's consent. [In the event of any discrepancy between these T&C´s and the returns procedures notified to the Buyer then these T&C´s shall prevail.]

(c) Goods that fail after installation ("Faulty Goods"): Faulty Goods must not be returned to FVP under any circumstances. The Buyer must notify FVP within 3 Working Days of the fault becoming apparent and follow the instructions notified to it by FVP in relation to the fault.

(d) General provisions relating to D.O.A's and Faulty Goods: (1) Should the Buyer return the Goods otherwise than as set out in these T&C´s then the Buyer shall pay all FVP's costs and expenses in liasing with the manufacturer concerning the return. (2) The Buyer shall pay all FVP'S costs and expenses if the Goods suspected to be D.O.A or Faulty Goods prove not to be D.O.A or Faulty Goods. (3) The Buyer shall be responsible for all transportation and insurance costs relating to returned Goods. (4) FVP shall not be responsible for installation of returned Goods after repair or exchange. (5) Any labour costs and expenses incurred in extracting defective parts and/or components shall be borne by the Buyer and if incurred by FVP shall be paid for by the Buyer at FVP's then standard applicable rate. (6) The Buyer shall also be responsible for all FVP's costs if FVP agrees to collect the Goods for return and such Goods are not ready for collection at the agreed time.

Subject always to the Buyer complying with the provisions of condition 5 above and to the other conditions set out in these T&C´s:

(a) FVP will (at FVP's option) either (1) make good by repair (2) exchange the Goods which are shown to FVP's reasonable satisfaction to have proved defective in materials or workmanship within the manufacturer's specified warranty period (3) refund the price, which is normally a final official repair centre in Stoke on Trent as FVP have all the necessary tools and equipment in place to undertake such work and this is not possible at the offices of the Buyer.

(b) The warranty contained in this condition is in lieu of all conditions and warranties whatsoever (whether expressed or implied and whether arising at common law or by statute) all of which are hereby excluded to the full extent permitted by law. FVP does not exclude the warranty as to title implied by law.

(c) The warranty contained in this condition shall not apply if (1) the repair or replacement is required because of an accident, neglect, misuse, or failure to maintain the Goods on the part of the Buyer (2) there is interference with the Goods by persons other than FVP's engineers (3) the Buyer uses equipment or spares not approved by FVP (4) any sum owing to FVP by the Buyer has not been paid. All such matters shall be the entire responsibility of the Buyer for all purposes.

(a) The risk in the Goods shall pass to the Buyer on despatch. At that moment, the Buyer shall become responsible for the care and protection of the Goods and shall take out at its own expense adequate and comprehensive all risks cover on the Goods (with a note of FVP's interest endorsed therein until FVP has received payment of the price in full).

(b) Notwithstanding delivery and the passing of risk in the Goods, title in the Goods (including full legal and beneficial ownership) shall not pass to the Buyer until FVP has received (in cash or cleared funds) payment in full for all Goods supplied by FVP to the Buyer under all contracts between them. Payment of the full price for the Goods shall include the amount of any interest or other sums payable under contracts between FVP and the Buyer.

(c) Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as FVP's fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as FVP's property. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to FVP for the proceeds of the sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any monies or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.

(d) Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold) FVP shall be entitled at any time to require the Buyer to deliver up the Goods to FVP and, if the Buyer fails to do so forthwith, to enter upon any premises or vehicles of the Buyer or any third party where the Goods are stored and repossess the Goods. (e) The Buyer shall not be entitled to pledge or in any way charge by way of security for an indebtedness any of the Goods which remain the property of FVP, but if the Buyer does so all the monies owing by the Buyer to FVP shall forthwith become due and payable.

(a) The Buyer shall not rely upon any representations as to the Goods or their fitness for any particular purpose unless FVP specifically agrees these.

(b) Any performance figures quoted or referred to by FVP are estimates only, based on assumed conditions in a well managed office with experienced, adequate and efficient operators and appropriate services, and proper use of satisfactory materials.

(c) The delivery date is approximate only and not of any contractual effect. While the Company will use all reasonable endeavours to meet the delivery date it will not be liable for any loss or damage (including loss of use, loss of contract or loss of profits) incurred by the Customer as a result of any failure to deliver on such particular date.

(d) FVP reserves the right to make any alteration to or departure from the specifications or design of the Goods ordered provided that this shall not to a material extent adversely affect the performance of the Goods or the quality of the workmanship of the materials used. (e) Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by FVP shall be subject to correction without any liability on the part of FVP. All specifications, drawings and technical documents issued by FVP either before or after conclusion of the contract are issued solely for the Buyers use in connection with the Goods and shall not be copied, reproduced or communicated to any third party without FVP's approval.

FVP shall

in any event not be liable for loss or damage and


be entitled to cancel or rescind the contract if the performance of its obligations under the contract is in any way adversely affected by any cause whatsoever beyond FVP's control including (but not limited to) the delays or default of any sub-contractor, war, strike, lock-out, trade disputes, flood, accident to plant or machinery, shortage of materials or labour.

(a) The Goods may be delivered in instalments. Each delivery shall constitute a separate contract and failure by FVP to deliver any one or more of the instalments in accordance with these T&C´s 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.

(b) In no case shall any dispute concerning (1) any item or separate part of the Goods or work (2) any other contractual obligation or liability of FVP to the Buyer affect the Buyer's obligation in respect of payments.

(c) In the event that the Buyer suffers an event of insolvency (including without limitation bankruptcy, insolvency, administration, liquidation, a formal composition or arrangement with creditors or the appointment of a receiver) then the full price of the Goods less any sums already paid immediately become due and payable by the Buyer and FVP may at its option cancel the contract or suspend despatch.

(a) FVP's liability under any contract is limited to making good defects or failures to the extent described in condition 6 above.

(b) FVP shall not be liable for any increased costs, expenses, loss of profits, goodwill, business, contracts, revenues or anticipated savings or any type of special indirect or consequential loss (including loss or damage suffered by the Buyer as a result of an action brought by a third party) even if such loss was reasonably foreseeable or FVP had been advised of the possibility of the Buyer incurring the same. In any event, FVP's entire liability under any contract shall be limited to damages of an amount equal to the price of the Goods.

(c) FVP does not attempt to limit liability for personal injury or death caused by its negligence or the negligence of its employees or agents. To the extent the law does not permit such liability to be excluded, FVP does not attempt to limit its liability for damage to the tangible property of the Buyer resulting from the negligence of FVP or its employees or agents to the extent that FVP is insured against such loss.

(a) FVP may assign its rights and obligations. The Buyer may not assign its rights and obligations.

(b) No delay or failure by FVP in enforcing any provision shall constitute a waiver of that provision or any other provision. No waiver by FVP of any breach of the contract shall be considered as a waiver of any subsequent breach of the same or any other provision.

(c) If any provision of these T&C´s is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these T&C´s and the remainder of the provision in question shall not be affected.

(d) FVP´s rights are cumulative and in addition to any rights available to it at common law.

(e) This contract shall be subject to and construed in accordance with the laws of England in all respects as an English contract subject to the jurisdiction of the English Courts. The uniform laws on international sales shall not apply.