FONTAINE

1. DEFINITIONS
In these conditions

“the Company” means the Company whose name is set out overleaf.
“the Buyer” means the individual or individuals or incorporated or unincorporated body with whom or which the Company has contracted subject to these conditions.
“the Goods” means the goods agreed to be supplied in accordance with these conditions
‘the Services” means the service agreed to be supplied in accordance with these conditions.
“Contract” means the contract made between the Company and the Buyer subject to these conditions.
where the context so admits the singular includes the plural and the masculine gender includes the feminine and neuter genders.
2. These Conditions shall prevail over and supersede any inconsistent terms or conditions in or referred to in the Buyer’s Order or any other correspondence or elsewhere. The Buyer hereby agrees to be bound by these conditions and no addition to variation or exclusion of any term hereof shall be effective unless agreed in writing and signed by a director of the Company

PAYMENTS
3. Accounts are due and become payable 30 days from the date of the invoice unless otherwise stated.
4. Interest will be payable from the due date for payment to the actual date of payment at the rate of 2% per month or part of a month on any part of the price remaining unpaid after the due date.
5. All prices are ex the Company’s warehouse. Unless otherwise specifically stated the price is deemed to exclude Value Added Tax and any other tax on sales (or services) and to the extent that such tax is properly chargeable on the supply to the Buyer of the Goods or Services the Buyer shall pay such tax as an addition to payments otherwise due to the Company under the Contract. Orders are accepted at prices ruling at date of delivery.
6. The Buyer shall not be entitled to withhold payment of an amount payable under the Contract to the Company because of any claim of the Buyer in respect of any alleged breach of the Contract or any other contract.

PROPERTY
7.1 Title to all the Goods remains the property of the Company until payment in full for the same is received and no other sums are then outstanding from the Buyer to the Company in respect of other goods supplied by the Company.
7.2 The Buyer shall not have the power to deal with the Goods in any way, shape or form until payment in full is made to the Company unless the Company permits any such dealing.
7.3 The Goods must be kept aside and separate from any goods belonging to the Buyer or any other person, and the Buyer agrees that it will exercise all reasonable care over the Goods and protect them from loss or damage.
7.4 Where, in accordance with the terms of clause 7.2 the Company permits the Buyer to sell the Goods, such permission is subject to the express condition that the entire proceeds of any sale are held in trust for the Company and are not mixed with other monies or paid into an overdrawn bank account and shall at all times be identifiable as the Company’s monies.
7.5 In the event of payment being tendered by cheque, it shall not be deemed to have been made in full until such time as such cheque has been honoured. In the event of payment being tendered by Bill of Exchange, it shall not be deemed to have been made in full until such time as such Bill has been accepted and paid by the Drawee.

BANKRUPTCY OR LIQUIDATION
8. If the Buyer makes any arrangement or composition with his creditors or if a bankruptcy order is made against him or being a company an order is made or a resolution is passed for the winding up of the Buyer (other than a voluntary liquidation solely for the purpose of amalgamation or reconstruction) or has a receiver appointed of the whole or any part of the assets or undertaking or circumstances arise which entitle the Court or a creditor to appoint a receiver or manager or which entitle the Court to make a winding up order or if the Buyer takes or suffers any similar or analogous action in consequence of debt the Company shall be entitled to repossess the goods forthwith.

TIME FOR DELIVERY
9.1 Without prejudice to the generality of Condition 17 the Company shall not be liable for failure to deliver the Goods or supply the Services by any particular date or for any consequential loss or damage sustained by the Buyer as a result of such failure.
9.2 Delivery periods quoted commence always from final agreement of the last detail which shall be confirmed in writing by the Company
9.3 Risk in the Goods shall pass to the Buyer when delivery takes place.

DELIVERY
10. Delivery of the Goods shall be deemed to have taken place:

Where the Goods are carried in a vehicle sent, provided or engaged by or on behalf of the Company when the vehicle is stationery as near to the point of deliver as it can reasonably get and the delivery note is tendered to the consignee.
Where the Goods are carried in a vehicle sent, provided or engaged by or on behalf of the Buyer when the delivery note is tendered to the driver of the vehicle.
Where the Goods are carried by rail, in accordance with British Rail’s Standard Terms and Conditions.
Where the Goods are sold f.o.b. when they are placed on board the ship or aircraft or hovercraft, at which point the responsibility of the Company shall cease and the Company shall be under no obligation to give the Buyer the notice specified in Section 32(3) of the Sale of Goods Act 1979.
Where the Goods are carried in any other way, when the delivery note is tendered to the driver of the vehicle in which the goods are taken from the Company’s premises.
11. In order to fulfil the Contract the Company shall be at liberty to sub-contract to other persons firm or companies. It shall not be necessary for the Company to obtain the consent of the Buyer to any such sub-contract (but the Company shall inform the Buyer of the existence thereof if it considers that it is reasonable so to do).

NOTIFICATION OF DAMAGE OR LOSS IN TRANSIT
12. The Company will not entertain a claim by the Buyer in respect of any non-delivery, short delivery, breakage or damage to or loss of the Goods or part of the Goods in transit unless:

in the case of Goods carried by road, good hard roads are available up to the point of delivery and
the Buyer gives the Company written notification of such non-delivery, short delivery, damage or loss within such time as will enable the Company to comply with the carrier’s conditions of carriage as affecting loss or damage in transit or, where delivery is made by the Company’s own transport, within such time as shall enable the Company to comply with any requirement or condition of the Company’s insurance policy covering such damage or loss PROVIDED THAT unless the Buyer shall have actual notice of such conditions or requirements the time for giving such written notification by the Buyer shall be:
(i) in the case of short delivery or breakage and/or damage and/or loss of any part of a consignment of the goods within sixty hours from delivery and
(ii) in the case of non-delivery or loss of a whole consignment of the Goods, within fourteen days from the date of despatch.
ANY allowance for damage and/or breakage will only be made by the Company in respect of damage and/or breakage exceeding 5% of the value of the Goods.
INSTALMENT DELIVERIES
13. Each part delivery or instalment of the Goods shall be deemed to be sold under a separate contract and no default by the Company in respect of any part delivery or instalment shall entitle the Buyer to treat the Contract as repudiated in regard to any balance or instalment remaining deliverable.

GUARANTEE
14. (a) Any express or implied condition, statement or warranty statutory or otherwise as to the quality or correspondence with description or fitness for any purpose is excluded.
(b) The Company shall not be liable for any injury, loss or damage whether direct or consequential or special and howsoever caused resulting from or arising out of or incidental to:
(i) its performance of or failure to perform its obligations under the Contract whether express or implied, or
(ii) any defect in the Goods, or
(iii) any advice given by or on behalf of the Company in relation to the assembly, erection or installation of the Goods.
(c) in lieu of the liabilities excluded by paragraphs (a) and (b) of this Condition the Company undertakes where appropriate and subject to the terms and conditions set out in paragraph (d) hereof free of charge:
(i) to examine any part of the Goods which is alleged to be defective, and
(ii) to repair or replace any such part found on such examination to be defective by reason of faulty design bad material or bad workmanship.
(d) The terms and conditions referred to in paragraph (c) of this Condition are:
(i) that the alleged defect appeared within the period of seven days after delivery of the Goods:
(ii) that prior to the appearance of the alleged defect the Goods concerned were used solely for purposes disclosed by the Buyer at the time of the purchase,
(iii) that any parts alleged to be defective are delivered free of charge to the address of the Company forthwith after the appearance of the alleged defect.
(e) The undertaking set out in paragraph (c) of this Condition does not extend to any articles or goods not manufactured by the Company but the Company will use its best endeavours to procure that the manufacturers of any such articles or goods shall comply with the provisions of any guarantee given by the manufacturers in respect of such articles or goods
(f) The Company does not exclude liability in respect of claims, demands or proceedings in respect of death or personal injury to the extent that it was caused by negligence of the Company.

EXCLUSION OF SALE BY SAMPLE
15. Notwithstanding that in connection with any order the Company may submit a sample of the Goods to the Buyer as indicating the quality, colour or type of goods which may be supplied, no order for goods or acceptance thereof shall be deemed to constitute a sale by sample.
16. All descriptions and illustrations contained in the catalogues, price lists, advertisements and similar literature of the Company are intended merely to present a general idea of the Goods described therein and none of these descriptions and illustrations shall form part of the contract. Any figures relating to performance given by the Company are based upon its experience and are such as it expects to obtain on test but the Company shall not be liable if such performance is not obtained unless it was guaranteed by special terms of the Contract.

FORCE MAJEURE
17. The Company shall not be liable for failure to deliver the Goods or any part of them or supply the services or any part of them due to any circumstances beyond its control including (but without limitation) fire, Act of God, civil unrest, strikes or other industrial action, whether of the Company’s employees or the employees of any person, firm or company with which the Company has sub-contracted, national emergency, or an outbreak of hostilities (whether war is declared or not) in which the United Kingdom is involved and the Company shall be entitled at any time on notice to the Buyer to make partial deliveries only of Goods or partial supply of Services or to determine the Contract without prejudice in any case to rights accrued in respect of deliveries of Goods or supply of Services already made.

WAIVER
18. The rights of the Company shall not be prejudiced or restricted by any indulgence or forbearance extended by the Company to the Buyer and no waiver by the Company in respect of any breach shall operate as a waiver in respect of any subsequent breach.

NOTICES
19. (1) Any notice given under the Contract shall be in writing and shall be sent by registered post or the recorded delivery service addressed in the case of a notice to the Company, to the Company’s head office and in the case of a notice to the Buyer, to the address of the Buyer or its representatives or agent shown in the Contract.
(2) Any notice sent by post shall be deemed conclusively to have been served (i) in the case of a notice sent to an address in the United Kingdom of Great Britain and Northern Ireland, two days after the same shall have been posted, and (ii) in the case of a notice sent to an address outside the United Kingdom of Great Britain and Northern Ireland, after the normal postal delivery period and in all such cases proof of posting shall be sufficient evidence of service.

LAW APPLICABLE
20. The Contract shall be governed by and interpreted in accordance with English Law, and all disputes arising in connection with the Contract shall be submitted to the jurisdiction of the English Courts.

HEADINGS
21. The headings shall form no part of these conditions.

CONDITIONS OF PURCHASE

1. INTERPRETATION

1.1 In these Conditions:-
Buyer means MHT Europe.
Conditions means the Standard terms and conditions of purchase set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller.
Contract means the contract for the sale and purchase of the Goods and the supply and acquisition of the Services.
Delivery address means the address stated on the order.
Goods means the goods (including any instalment of the goods or any part of them) described in the Order.
Order means the Buyers Purchase Order to which these conditions are annexed.
Price means the price of the Goods and/or the charge for the Services.
Seller means the person so described in the Order.
Services means the services (if any) described in the Order.
Specifications includes any plans, drawings, data or other information relating to the Goods or Services.
Writing includes telex, cable, facsimile transmissions and comparable means of communication.

1.2 Any reference in these Conditions to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.

1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.

2. BASIS OF PURCHASE
2.1 MHT Europe (“the Buyer”) shall be bound by an Order if it is placed on its official order form and signed by an authorised person;
2.2 The Order constitutes an offer by the Buyer to purchase the Goods and/or acquire the Services subject to these Conditions.
2.3 These Conditions shall apply to the Contract to the exclusion of any other terms and conditions in which any quotation has been given to the Buyer or subject to which the Order is accepted or purported to be accepted by the Seller.
2.4 The Order will lapse unless unconditionally accepted by the Seller in writing within 7 days of its date;
2.5 No variation to the Order or these Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller.

3. THE SELLER warrants that the Goods to be supplied pursuant to the Order (“the Goods”) shall :-
3.1 be of merchantable quality;
3.2 conform as to quantity, quality and description with the particulars stated in the Order, and/or Engineering Drawings/Engineering Specifications;
3.3 be properly packed and secured in such a manner as to reach their destination in good condition under normal conditions of transport;
3.4 be of sound materials and workmanship;
3.5 be equal in all respects to the samples, patterns or specifications provided or given by either party;
3.6 be capable of any standard performance specified in the Order;
3.7 if the purpose for which they are required is indicated in the Order either expressly or by implication, be fit for that purpose;
3.8 comply in all respects with all relevant requirements of any statute, statutory rule or order (including all applicable EEC laws, regulations, directives and recommendations) or other instrument having the force of law which may be in force in the United Kingdom and/or the Republic of Ireland (and such other territories in which the Goods are intended for re-sale which shall have been notified to the Seller) ;
3.9 be free from defect within the meaning of the Consumer Protection Act 1987.

4. PRICE OF THE GOODS AND SERVICES

4.1 The price of the Goods and the Services shall be as stated in the Order and, unless otherwise so stated, shall be:-

exclusive of any applicable value added tax; and
inclusive of all charges for packaging, packing, shipping, carriage, insurance and delivery of the Goods to the Delivery Address and any duties, imposts or levies other than value added tax;
4.2 No increase in the Price may be made (whether on account of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior consent of the Buyer in writing;

4.3 The Buyer shall be entitled to any discount for prompt payment, bulk purchase or volume of purchase customarily granted by the Seller, whether or not shown on its own Terms and Conditions of Sale.

5. ARRANGEMENTS for payment and return of returnable wooden packing cases, skids, drums and other re-useable articles used for packing the Goods will be as specified in the Order and if not so specified title in the said articles used for packing shall pass to the Buyer at the time of delivery of the Goods and the Buyer shall be free to dispose of the same.

6. ALL GOODS shall be delivered to the Delivery Address and the Seller shall be responsible for arranging and paying all the transport and insurance costs to the point of delivery.

7. WITHOUT PREJUDICE to any right of rejection which may accrue to the Buyer under these Conditions title in the Goods shall pass to the Buyer at the time that the Goods are appropriated to the Contract but risk shall not pass until delivery of the Goods.

8. IF THE GOODS or any proportion thereof are not delivered within the time or times specified in the Contract (or in the extension of such time or times as may be agreed in writing by the Buyer) the Buyer shall be entitled to determine the Contract in respect of the Goods undelivered as aforesaid and of any other goods already delivered under the Contract which cannot be effectively and commercially used by reason of the non-delivery of the goods undelivered as aforesaid.

9. THE BUYER shall have a reasonable time (not being less than thirty days) after delivery of the Goods in which to ascertain to its satisfaction that the same and their packaging comply with the Order. If any of the Goods and/or their packaging do not comply with the warranties set out in Clause 3 above, the Buyer shall inform the Seller and shall, if so requested, arrange for the Goods to be returned to the Seller. The Seller shall forthwith reimburse the Buyer for any costs incurred in returning the rejected Goods and any sums paid in respect thereof by the Buyer to the Seller shall be repaid. If any of the Goods are rejected by the Buyer, it may purchase other Goods elsewhere and any extra expense so incurred shall be paid to the Buyer by the Seller. The right to reject shall exists notwithstanding that payment shall have been made or that title in the Goods shall have passed to the Buyer or any other act of the Buyer with regard thereto.

10. THE SELLER shall indemnify the Buyer against all liability, claims, losses, damages, costs and expenses paid, incurred or sustained by reason of:-
10.1 the Goods failing to comply with the warranties set out in Clause 3 hereof or the Seller otherwise failing to comply in full with its obligation herein;
10.2 the Goods, the packaging thereof or the markings (if any) thereon infringing any British letter, patent or trademarks or any intellectual or other property rights, or, in the case of Goods supplied and specifically for use or sale outside the United Kingdom, any intellectual or other property right infringing any equivalent rights in that territory.

11. RIGHTS OF THE BUYER shall endure for and may be enforced by the Buyer and/or any other third party for whom it shall have placed the Order.

12. TERMINATION
12.1 The Buyer shall be entitled to cancel the Order in respect of all or part only of the Goods and/or the Services by giving at least seven days written notice to the Seller at any time prior to delivery or performance.
12.2 The Buyer shall be entitled to terminate the Contract without liability to the Seller by giving notice to the Seller at any time if:-
2.1 the Seller makes any voluntary arrangement with its creditors (within the meaning of the Insolvency act 1986) or (being a Company) becomes subject to an administration order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction) ; or
2.2 an encumbrancer take possession, or a receiver is appointed over any of the property or assets of the Company; or
2.3 the Seller ceases, or threatens to cease, to carryon business; or
2.4 the Buyer reasonably apprehends that any of the events mentioned above is about to occur in relation to the Seller and notifies the Seller accordingly.

13. THESE TERMS AND CONDITIONS shall be subject to English Law and the Buyer and the Seller submit to the non-exclusive jurisdiction of the English Courts.