I. DEFINITIONS

In these Terms and Conditions the following expressions are to be understood as defined below:
‘Confidential information” means any information that relates to the Company or its operations which is not already m the public domain
‘the Company’ means Flint Percussion Ltd, company registration No: 12494409.
‘the Customer’ shall mean the person, firm, company or organisation with whom the contract to provide the Products of the Company is made, whether end user or distributor.
‘the Contract’ shall mean any contract between the Company and the Customer, ‘the Quotation’ shall mean the document defining the price, extent of supply and timescale for provision of the goods and/or services of the Company, ‘the Products’ shall mean any goods and/or services delivered by the Company to the Customer in response to the Customer’s order.

2. CONDITIONS
2-1. These conditions shall form the basis of the Contract. No variations to these terms will be valid unless provided in writing in the Quotation and signed by a Director of the Company.

2.2. In the event of contention between these conditions and any variations contained in the Quotation then the conditions in the Quotation shall prevail.

3. ACCEPTANCE OF ORDERS
No order shall be deemed to have been accepted unless accepted in writing by a Director of the Company.

4. PRICES
4.1. Prices are shown in the Quotation. The prices are inclusive of VAT for all UK sales.

4.2. Prices quoted in the Quotation are fixed, valid and open acceptance for a period of 60 days from date of Quotation unless previously withdrawn. Quotations may be withdrawn at any time up to receipt of the Customer’s order.

4.3. Where the Customer is resident outside the UK then the Customer shall indemnify the company against any local taxes, withholding taxes, or levies, and shall remit to the Company the full amount of any invoice from the Company.

5. PAYMENT
5.1. Payment is to be made within 30 days after the date of the invoice by direct bank transfer if within the UK. or by SWIFT or other telegraphic transfer if from outside the UK. The Company’s bank details, payment method and currency will be provided on the invoice.

5.2. Payment terms are 10% with order and 90% prior to shipment of the Products.

6. DELIVERY
6.1. Unless otherwise agreed in the Contract delivery shall be to FCA (Company premises) Incoterms 2020.

6.2. Any delivery time referred to in any Quotation or acceptance by the Company shall be deemed to commence from the date of receipt by the Company of an official order signed by the Customer and accepted in writing by the Company and with the production of all necessary information in writing to fulfill the order.

6.3. The Company undertakes to use all reasonable endeavours to complete delivery of the Products by the estimated delivery date, but does not guarantee to do so. Time of delivery shall not be of the essence of the Contract. Delays shall not entitle the Customer to cancel the order nor to claim for loss of trade, or profits, or damages against the Company.

6.4. If delivery is delayed by any cause beyond the reasonable control of the Company (force majeure event), a reasonable extension of time for delivery shall be granted by the Customer.

7. VARIATION OR CANCELLATION
7.1. Variations made to the Quotation or Order, either to the extent of supply, or to the timescale or starting date or schedule of deliveries, may affect the quoted price and delivery estimate. In case of minor variations a confirmation will be issued of the effect of the changes. For major changes the Company will re-issue the Quotation.
7.2. In the event of the order being cancelled after the work has commenced, the Customer shall be liable to pay the Company for all expenses and costs incurred in addition to loss of profit incurred as a result.

8. WAIVER
Any waiver by the Company of any breach in the terms and conditions of the Contract shall not be taken to mean that subsequent breaches will be waived, or that the waiver can be extended to other contract terms.

9. WARRANTY
9.1. The Customer shall carry out a thorough inspection of the delivered Products within three weeks (21 days) of delivery and shall give immediate written
notification to the Company of any omissions, defects or faults. If any defects are apparent that appear to be damage incurred during shipment then the carrier should be notified by the Customer as soon as possible and in any case within one week (7 days) of receipt of the goods.

9.2. The Company warrants that the Products delivered shall accord with the Quotation but does not warrant their fitness for any other purpose.

9.3. The liability of the Company under this warranty shall be limited to the Invoice value of the Products and the Company shall not be liable for any consequential loss or damage however caused. It shall be duty of the Customer to insure against such consequential lots and hold the Company harmless.

10. INDEMNITY
10.1.The Customer undertakes to Indemnify the Company against any breaches of intellectual property that the Customer may commit in the provision of information or materials to the Company.

10.2. The Company undertakes to Indemnify the Customer against any breaches of intellectual property that the Company may commit in the provision of information or materials to the Customer.

11. OWNERSHIP
Ownership of the Products shall remain with the Company until payment in full has been made to the Company. The Customer shall keep all deliverables in good condition and separate from other stock and labelled as Company property until the Customer takes title. Where consignment stock has been supplied the Customer shall ensure that the stock levels are maintained within agreed minimum and maximum limits.

12. SECRECY & CONFIDENTIALITY
Neither Customer nor Company shall at any time, divulge or allow to be divulged lo any person, any confidential information relating to the products or business affairs of the other party, other than to authorised employees of either party who have a need to know.

13. FORCE MAJEURE
In case of delays or non performance caused by circumstances beyond its control the Company retains the right to cither suspend deliveries or to cancel the Contract without liability. If by reason of Force Majeure there is an incomplete delivery then the Customer undertakes to accept the Products that have been completed as a part performance of the Contract.

14. DEFAULT OR INSOLVENCY OF CUSTOMER
If the Customer should fail to pay any sum due to the Company at the proper time, or if the Customer enters bankruptcy or administration or any winding up order is presented to him. the Company may cancel, wholly or in part any Contract until any faults by the Customer arc rectified.

15. DISPUTES
Any dispute between Customer and company shall be resolved amicably within 21 days by reasonable negotiation. If there is a failure to agree after this period then disputes shall be Finally settled in Manchester UK under the Rules of Conciliation and arbitration of the International Chamber of Commerce and Industry by one or more arbitrators appointed in accordance with the said Rules or by mediation using a mediator appointed by CEDR (The Centre for Effective Dispute Resolution). London.

16. APPLICABLE LAW
The Contract shall be governed by English law unless agreed and stated otherwise in the quotation
In the event that any provision of the Contract is declared by any judicial or competent body lo be void and unenforceable, the parties shall amend the provision in such reasonable manner as achieves the intention of the parties without illegality and the remaining provisions of the Contract shall remain in force and effect unless cither party in its discretion decides that the effect is to defeat the original intention of the party, in which event either party shall be entitled to terminate the Contract without penalty