This quotation is subject to PSL Standard Terms & Conditions of Sale as follows:

1. Definitions:
In these conditions “the Company” means Powder Systems Limited and “the Customer” means the person or company to whom this document is addressed.

2. Conditions:
These conditions shall form the basis of the contract between the Company and the Customer. Notwithstanding anything to the contrary in the Customer’s standard conditions of purchase, these conditions shall apply except so far as expressly agreed in writing by a director of the company. No servant or agent of the Company has power to vary these conditions verbally, or to make representation or promises about the condition of the goods, their fitness for any purpose or any other matter whatsoever.

These Conditions of Sale shall apply in substitution of all previous Conditions of Sale and terms upon which the Company and the Customer shall have carried on business.

3. Order Acceptance:
Unless otherwise expressly stated in writing, all quotations and estimates by the Company are invitations to treat. The Customer’s order is an offer and will become binding upon the Company posting its confirmation of the order. A confirmed order may only be cancelled or varied with the Company’s consent; the giving of the Company’s consent shall not in any way prejudice the Company’s right to recover from the Customer full compensation for any loss or expense arising from such cancellation or variation.

4. Delivery:
Unless otherwise stated, all quotations and official acknowledgements of orders issued by the Company are priced on an “ex works“ basis.

a) The Company will endeavour to fulfil the Customer’s requirement promptly but no liability can be accepted for failure to deliver within quoted times. Time of delivery shall not be of the essence of the contract unless expressly so stipulated in writing. If delivery is delayed by strikes, lockouts, fire, accidents, defective materials, delays in receipt of raw materials or bought-in goods or components, or any other cause beyond the reasonable control of the Company a reasonable extension of the time for delivery shall be granted.
b) If the Customer fails to take delivery on the agreed delivery date or, if no specific delivery date has been agreed, when the goods are ready for dispatch, the Company shall be entitled to store and insure the goods and to charge the Customer the reasonable costs of so doing and to tender its account for the price.

5. Guarantee:

a) The Customer shall carry out a thorough inspection of the goods within a reasonable time after their delivery and shall give written notification to the Company forthwith of any defects, which a reasonable examination would have revealed. In the case of other defects, the Customer shall give written notification of defects in the goods within 12 months from the date of delivery or (if the goods have been supplied by the Company under a main contract with a defects liability period) the end of the defect liability period whichever is the shorter.
Subject to compliance with the above obligations, which shall be a condition precedent to the Company’s liability, the company will repair or replace (at its option) any components, which fail due to faulty materials or workmanship.
b) The liability of the Company under this guarantee shall be limited to the invoice value of the components replaced or repaired and the company shall not be liable for any consequential loss or damage howsoever caused. It shall be the duty of the Customer to insure against such consequential loss and to hold the Company harmless therefore.
c) This guarantee does not cover consumables e.g. Gaskets, gloves, filters etc.
d) The Company shall be under no liability in respect of any defect in the Goods arriving from any drawing, design, or specification supplied by the Customer.
e) The Company shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Company’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Company’s approval.
f) The Company shall be under no liability under the above warranty for any other warranty, condition or guarantees if the total price for the Goods has not been paid by the due date for payment.

6. Goods Lost / Damaged In Transit / Or Short Delivered:

a) The Customer shall note any claim for short delivery and/or for damage to components on the delivery schedule at the time of delivery and shall confirm such claims in writing to the Company’s head office within three working days from the date of delivery. Compliance with this requirement shall be a condition precedent to any claim for short delivery and/or damaged components. If short delivery does take place, the customer undertakes not to reject the goods but to accept the goods delivered as a part performance of the contract;
b) The Company will only replace the products lost or damaged in transit on the provision that the Purchaser has acted in accordance with clause 6a.

7. Trade Secrets and Industrial Property:
Any know how or technical information or documents supplied at any time by the Company to the Customer in connection with a contract or any earlier associated trials shall be treated as confidential by the Customer, its employees or agents and shall not be reproduced or disclosed to any third party or used for any purpose other than for the purpose of the contract without the Company’s written consent, unless and until the same is public knowledge or comes into the Customer’s possession bona fide from a third party.

8. Cost Variation:
All quotations and estimates issued by the Company are, unless otherwise stated, based on current cost of production (materials, hours and wages) and are subject to amendment on or after acceptance to meet any recognized rise or fall in such cost.

9. Government Taxes Or Levies:
Any variation to prices quoted as a result of government taxes and levies will be for the Customer’s account.

10. Design:
It is the Customer’s responsibility to ensure that all necessary approvals have been granted before manufacture commences. The Company will assist in supplying drawings and calculations when requested to do so. No design work or calculations will be issued prior to the placing of a firm order or the signing of the Contract. An additional charge will be made for any design work or drawings required over and above those normally supplied by the Company.
It is the Customer’s responsibility to satisfy himself that the drawings, calculations and specifications are correct, as no responsibility for errors or omissions will be accepted by the Company once the buyer has approved details submitted. The Company’s responsibility, in any event, is solely confined to its own manufactured components and does not extend to other product or components or overall structural or architectural considerations.

11. Technical Specifications, Catalogues etc.:

a) All descriptions, technical specifications, drawings, illustrations given in catalogues or other literature issued by the Company while given in good faith shall not form part of the contract unless specifically incorporated therein and the Company accepts no liability for minor variations.
b) The Company’s specifications, data and other documents are copyright.

12. Representations, Advice and Exclusion of Implied Terms:

a) The rights, obligations and liabilities of the parties under these conditions shall be in lieu of any warranty or condition implied by common law or by statute into a contract for the sale of products or services.
b) No warranty is given that products or services are suitable or sufficient for any specific purpose unless such purpose is defined in the contract and expressly accepted by the Company in writing.
c) Advice given or representation made by the Company, its employees or agents are given and made without liability or otherwise except only if the Company agrees in writing to provide technical advice in return for a specific fee, in which case the liability of the Company, its employees and agents shall be limited to the amount of the fee received for such work.

13. Limitation on Liability:
The Company shall under no circumstances be liable in contract or otherwise for any loss, damages, expenses or injury whatsoever consequential or otherwise arising out of or in connection with the supply, installation, use or failure of or defect in the Goods beyond the value of the products to which the claim relates.

14. Customer Indemnity:

a) The Customer shall indemnify and hold harmless the Company and its employees against any claim made against or any loss, cost, damage, injury or expense suffered by the Company or its employees or agents:-
(i) howsoever arising on the Customer’s site or any site to which delivery is made or on which services are provided at the request of the Customer, or
(ii) caused or contributed to by the negligence of the Customer, its employees or other persons for whom the Customer is responsible, or
(iii) arising out of any breach by the Customer or any liability of the Customer under the contract or these conditions, save in any case, to the extent directly caused by the negligence of the Company, its employees or agents.
b) If at the request of (or by contract with) the Customer, the Company agrees to provide products or services to any person who is not a party to the contract, the Customer shall procure that such person agrees to be bound by these conditions as though a party to the contract, and the Customer shall indemnify the Company against any consequences of the Customer failing so to do, including any claim made by such person which he could not make it a party to the contract.

15. Terms of Sale and Payment:
Payment terms shall be 30 days from receipt of the Company’s invoice unless different terms are stated in the Company’s official acknowledgement of the order to the Customer. Where payment is not made on the due date and without prejudice to any other rights which the Company may have arising from non-payments the following rules shall apply:

a) the Company may charge interest on any overdue amount at the rate of 2% above Barclays Bank plc Base Rate, calculated on a day-to-day balance basis until the Company receives payment.
b) the Company may treat any or all other agreements between the Company and the Customer as repudiated without prejudice to any other remedies the Company may have by the Customer.
c) the Company may refuse to carry out any other work or supply any other goods to the Customer until all payments due or deemed due pursuant to the clause including any interest accrued under paragraph (a) above have been satisfied.

16. Risk and Title:

a) The risk in the goods shall pass to the Customer when the goods leave the Company’s premises and the customer shall insure against such risk.
b) Goods supplied by the Company to the Customer shall remain the sole and absolute property of the Company as legal and equitable owner until such time as the Customer shall have paid to the Company the full price of the goods and any services supplied therewith.
c) The risk of accidental deterioration or destruction shall pass when the goods leave the Company’s premises.
d) Until such time as referred to in subclause (b) above –
(i) The Customer shall hold the Goods as the Company’s fiduciary agent and bailee shall properly protect them as the Company’s property. The Customer shall be entitled to resell or use the Goods in the ordinary course of its business and shall receive as trustee for and account to the Company any proceeds of sale or otherwise of the Goods including insurance proceeds whether tangible or intangible.
(ii) The Company may require the Customer to deliver up any of the Goods, which are still in existence and have not been resold and if the Customer fails to do so forthwith the company, its employees or agents, may enter on the premises of the Customer or any third party where the Goods are stored and repossess the Goods.
(iii) The Company may at any time during normal office hours enter the premises of the Customer to determine the whereabouts of the Goods and the Customer compliance with the provisions of the clause.

17. Termination:
If the Customer terminates the contract for any reason other than default by the Company, then the value of work in progress to date, associated costs and lost profit would become immediately payable.

18. Statutory Obligations and Consents:

a) The Customer shall be responsible for obtaining necessary consents and for complying with all obligations imposed by law, statute or local regulation in connection with any products supplied, equipment provided to the Customer or work done on the Customer’s site.
b) The Customer’s attention is drawn to the fact that statutory regulations and recognized codes of sale practice may cover the storage, handling, conveyance and use of products supplied by the Company.

19. Force Majeure:
The Company shall not be liable for any failure to fulfil its obligations under the contract if such failure is due to strike, lock-out, industrial dispute, breakdown of plant, transport or equipment or, whether or not of the same nature as the foregoing, to any event or circumstance beyond the Company’s reasonable control.

20. English Law:
All contracts shall be governed by English law.