1              DEFINITIONS
In these conditions the following words will have the following meanings:-
"the Seller" shall mean Millbrook Precision Engineering Limited trading as
"the Goods" shall mean all or any of the products which are the subject of a contract between the Seller and the Buyer.
"the Buyer" shall mean the person who buys or who agrees to buy the Goods.
2              GENERAL
                Subject to any special conditions agreed to in writing by the Seller these conditions only shall apply to and govern all      contracts for the sale and supply of Goods and all other written, printed or standard terms are hereby excluded. Any written acceptance of the Seller's quotation for the Goods (unless clearly stated on its face to be a counter-offer) or delivery of the Goods shall be unconditional acceptance of these conditions. A quotation is open for a period of 30 days only from the date thereof provided that the Seller has not previously withdrawn it. Any offer made by the Buyer orally must be confirmed in writing. All descriptive and forwarding specifications, drawings and particulars of weights and dimensions submitted with the quotation and approximate only and the descriptions and illustrations contained in catalogues, price lists, and other advertisement matter are intended merely to present a general idea of the Goods described therein, and none of these shall form part of the contract.
Any order may be revoked after acceptance only with the Seller's written consent provided that the Buyer shall indemnify the Seller against all loss and expense.
4              PRICES
All prices charges are those ruling at the time of delivery. Prices are exclusive of V.A.T., which shall be charged at the rate ruling at the date of supply.
5              PAYMENT
Save where agreed otherwise in writing. Payment terms are as stated in the Seller's offers and quotations. The Seller reserves the right to charge interest at the rate of 2% per month on all overdue accounts, such interest being deemed to accrue from day to day.
6              DELIVERY
All dates quoted for delivery or for collection, as the case may be, are given in good faith, but are estimates only. The Seller shall not be liable for any loss whatsoever or however arising, caused by its late delivery or by its failure to make the Goods ready for collection on the due date, time in this respect not being of the essence.
If for any reason the Buyer is unable to accept delivery of the Goods at the time when the Goods are due and ready for delivery, the Seller shall, if its storage facilities permit, store the Goods and take all reasonable steps to prevent their deterioration until their actual delivery and the Buyer shall be liable to the Seller for the reasonable cost (including insurance) of its so doing. This provision shall be in addition to, not in substitution of, any other payment or damage for which the Buyer may become liable in respect of his failure to take delivery at the appropriate date.
Risk in the Goods shall pass to the Buyer when the Goods are delivered to, or collected by, the Buyer or its agent. Notwithstanding the risk passing, full legal and beneficial title to the Goods shall only pass to the Buyer when they have been paid for in full. Until then, the Buyer shall hold the Goods as bailee for the Seller and if the Buyer sells the Goods before payment in full has been made any sale proceeds shall be held by the Buyer as for the Seller. The Seller further reserves the right to repossess any Goods in respect of which payment is overdue and the buyer shall co-operate in event of the Seller notifying it of its intentions to repossess.
 9              LIEN
In addition to any right of lien to which the Seller may by law be entitled the Seller shall (in the event of the Buyer's insolvency) be entitled to a general lien on all Goods of the Buyer in the Seller's possession (although such goods or some of them may have been paid for) for the unpaid price of any other Goods sold and delivered to the Buyer by the Seller under the same or any other contract.
 10            INSTALLATION
(a)            When the Goods require installation the Buyer shall be responsible for the same at his own expense.
(b)            The Seller will instruct the Buyer and/or his employees in the assembling and use of the Goods supplied and the Seller will allow the Seller's erector/demonstrator to remain until the erector/demonstrator is satisfied that the Buyer and/or his employees can properly operate the same and a satisfaction note to this effect has been signed by the Buyer. These services shall be charged for at the standard rates.
(c)            Any surplus fittings or materials shall remain the property of the Seller and be returned to the Seller.
 11            PERFORMANCE
The figures given for performance are based upon the Seller's experience, and are such as the Seller expects to obtain on test, but the Seller will only accept liability for failure to obtain the figures given when the Seller guarantees such figures within specified margins. The Buyer shall assume responsibility for the capacity and performance of the Goods being sufficient and suitable for its purpose.
The Seller is willing to give Buyers the benefit of its experience as to material and/or design, but subject to the condition that no warranty is to be implied and no liability is undertaken by the Seller beyond that expressly set out in paragraph 13(a) hereof.
 13            GUARANTEE
(a)            The Seller will either repair or replace free of charge or remove and refund any purchase money paid, at its option, any Goods proved to its satisfaction to be of faulty material, workmanship or design during the course of the first 2200 hours working time or within 12 calendar months of the date of delivery to the Buyer's premises, whichever is the earlier, provided that the Buyer has notified the Seller in writing of any such fault arising within that Period.   Parts supplied free of charge by the Seller under guarantee will also be fitted free of charge provided reasonable assistance is given to the Seller's Service Engineer as regards unskilled labour, use of lifting facilities and power.   On free replacement original parts become the property of the Seller.
(b)            This guarantee shall not apply:-
                                (i)             to the repair or replacement of expendable items such as fuses, grinding wheels, cutters and the like.
                                (ii)            if the problem is the result of fair wear and tear consistent with the application.
(iii)           if there is any unauthorised interference with the Goods or the Goods are used beyond their rated capacity or are misused in any other respect.
(iv)           if the Buyer permits persons other than the Seller or those approved or authorised by the Seller to effect any replacement parts, maintenance, adjustment or repairs to the goods.
                (v)            if the Seller's representatives are denied full and free right of access to the Goods.
(vi)           if the Buyer has not properly installed or maintained the Goods in accordance with instructions, pamphlets or directions given or issued by the Seller from time to time.
(vii)          if the Buyer used any spare parts or replacements not manufactured by or on behalf of the Seller and supplied by it or fails to follow the Seller's instructions for the use of the same.
                viii)          if the Buyer has not paid in full all invoices for the Goods.
(c)            This guarantee is not transferable without the Seller's written consent.
The Seller shall have the right (without prejudice to any of its other rights against the Buyer) by notice in writing to the Buyer to terminate any contract between the Seller and the Buyer or to suspend delivery of the Goods or completion of an installation or any work in the following circumstances:-
                (a)            If any sum owing by the Buyer to the Seller is overdue whether under the same or any other contract, or
                (b)            if the Buyer is in breach of the same or any other contract with the Seller, or
(c)            if the Buyer enters into any composition or arrangement with or for the benefit of its creditors or commits any act of bankruptcy or if any petition or receiving order in bankruptcy is made against the Buyer or if any resolution or petition to wind up the Buyer be passed or represented (otherwise than for reconstruction or amalgamation) or if a receiver of its undertaking, property or assets or any part thereof is appointed.
 15            LIABILITY
                (a)            Save as set out in Condition 13 hereof:
(i)                    No other warranties or conditions express or implied, statutory or otherwise, shall apply hereto or to any contract between the Seller and the Buyer save where the Buyer is a consumer when Sections 13, 14 and 15 of the Sale of Goods Act 1979 shall operate, and
(ii)                  except in the case of death or personal injury caused by the Seller's proven negligence the Seller excludes all liability of whatsoever nature and howsoever arising in connection with the Goods.
(b)            In no circumstances whatsoever, shall the Seller be under any liability for indirect or consequential loss or damage howsoever arising, save for death or personal injury caused by its proven negligence.
(c)            Save as provided in Condition 13 (1) hereof, the Seller shall not be liable to give credit to the Buyer for any returned Goods.
 16            FORCE MAJEURE
The Seller shall be under no liability if it is prevented from carrying out any provision of the contract for any reason beyond its control including (but not limited to Act of God, legislation, war, fire, drought, failure of power supply, lockout, strike or any other action taken by employees in contemplation or furtherance of a trade dispute or owing to any inability to procure products or materials required for the performance of the contract and in any such circumstances the Seller shall be entitled (without prejudice to any of its other rights) at its discretion by notice in writing to the Buyer to terminate the contract or to impose such variation in the contract as may be in the Seller's opinion be necessary.
 17            SUB-CONTRACTING
                The Seller reserves the right to sub-contract the fulfilment of the order (including any installation) or any part thereof.
No forbearance or indulgence by the Seller shown or granted to the Buyer whether in respect of these terms of business or otherwise, shall in any way affect of prejudice the rights of the Seller against the Buyer or be taken as a waiver of any of these terms of business.
 19            NOTICES
Any notice to be given hereunder shall be in writing and shall be deemed to have been duly given if sent or delivered to the party concerned at its Registered Office or such other address as that party may from time to time notify in writing and shall be deemed to have been served, if sent by post, 48 hours after posting.
 20            ASSIGNMENT
Neither party shall assign or transfer or purport to assign or transfer the contract or the benefits thereof to any other person without the prior written                 consent of the other.
The contract shall be governed by and construed in accordance with English law and all disputes arising in connection with the contract shall be submitted to the jurisdiction of the English Courts.
 22            HEADINGS
The headings of these conditions are for convenience only and shall have no effect on the interpretation thereof.