Terms & Conditions

1.1 Definitions. In these Conditions, the following definitions apply:
Business Day: a day other than a Saturday, Sunday or public holiday in
England when banks in London are open for business.
Buyer: means the person whose Order for the Goods and/or Services is
accepted by the Seller.
Charged Stock: means any Goods which the Seller agrees to retain at
its premises at the Buyer’s request until the date of its release.
Conditions: the terms and conditions set out in this document as
amended from time to time in accordance with condition 14.4.
Confidential Information: means any information of a secret or
confidential nature including (but not limited to) technical and non-
technical information, business and marketing plans and policies,
client lists, terms of contracts or agreements and other similar
information relating to the Seller and its suppliers or customers,
excluding information known to the Buyer, or legally available on a
non-confidential basis to the Buyer before it was disclosed to the
Buyer by the Seller.
Contract: the contract between the Buyer and the Seller for the sale
and purchase of the Goods and/or Services in accordance with these
Conditions and any Order.
Goods: the goods (or any part of them) set out in the Order.
Order: the order by the Buyer for the Goods and or Services, as set
out in the purchase order or other form of the Buyer.
Seller: Caterlee Limited.
Services: the services, including without limitation any Deliverables,
to be provided by the Seller under the Contract as set out in the Order.
Specification: any specification for the Goods, including any related
plans and drawings, that is agreed in writing by the Buyer and the
1.2 Construction. In these Conditions, the following rules apply:
 A person includes a natural person, corporate or unincorporated body
(whether or not having separate legal personality).
 A reference to a party includes its personal representatives,
successors or permitted assigns.
 A reference to a statute or statutory provision is a reference to
such statute or provision as amended or re-enacted. A reference
to a statute or statutory provision includes any subordinate
legislation made under that statute or statutory provision, as amended
or re-enacted.
 Any phrase introduced by the terms including, include, in particular
or any similar expression shall be construed as illustrative and shall
not limit the sense of the words preceding those terms.
 A reference to writing or written includes faxes and e-mails.

2.1 The Seller shall sell and the Buyer shall buy the Goods and/or
Services in accordance with the terms of this Contract.
2.2 These Conditions and the Order apply to the Contract to the
exclusion of any other terms that the Buyer seeks to impose or
incorporate, or which are implied by trade, custom, practice or course
of dealing.
2.3 The Order constitutes an offer by the Buyer to the Seller to
purchase the Goods and/or Services in accordance with these Conditions.
2.4 The Order shall only be accepted when the Seller has issued a
written acceptance of the Order at which point and on which date the
Contract shall come into existence.
2.5 Any quotation or estimate of the Seller shall be an invitation to
the Buyer to make an offer. No Order of the Buyer placed with the
Seller on the basis of any estimate or quotation shall be binding
unless that Order has been accepted in accordance with condition 2.4
2.6 Once an Order has been accepted by the Seller, it cannot be
cancelled by the Buyer.

3.1 If the Services are to be performed or the Goods are to be
manufactured or any process is to be applied to the Goods by the
Seller in accordance with a specification submitted by the Buyer, the
Buyer shall indemnify the Seller against all loss, damages, costs and
expenses awarded against or incurred by the Seller in connection with
or paid or agreed to be paid by the Seller in settlement of any claim
for infringement of any intellectual property right of any person
which results from the Seller’s use of the Buyer’s specification.
3.2 The Seller reserves the right to make any changes in the
specification of the Goods or Services which are required to conform
with any applicable safety or other statutory requirements or, where
the Goods or Services are to be supplied to the Seller’s
specifications, which do not materially affect their quality or

4.1 The price payable for Goods and/or Services (“Price”):-
(a) shall be the Seller’s quoted price or, where no price has been
quoted (or a quoted price is no longer valid), the price listed in the
Seller’s published price list current at the date of acceptance of the
(b) is exclusive of any applicable sales or value added tax, which the
Buyer shall be additionally liable to pay to the Seller, at the rate
applicable at the appropriate tax point;
(c) is ex works unless otherwise stated, and where the Seller agrees
to deliver the Goods otherwise than at the Seller’s premises, the
Buyer shall be liable to pay the Seller’s charges for transport,
packaging and insurance.
4.2 The Seller reserves the right, by giving notice to the Buyer at
any time before delivery of the Goods or performance of the Services,
to increase the Price to reflect any increase in the cost to the
Seller which is due to any factor beyond the control of the Seller.

5.1 The Seller shall invoice the Buyer for the Price on or at any time
after delivery of the Goods or performance of the Services or any time
after the Seller has notified the Buyer that the Goods are ready for

Terms & Conditions for sale of Goods and Services
5.2 Unless agreed otherwise in an Order, the Buyer shall pay the Price
(in full, in sterling and clear of any banking charges) within 30 days
of the date of the Seller’s invoice.
5.3 The time of payment of the Price shall be of the essence of the
Contract. Receipts for payment will be issued only upon request.
5.4 The Buyer shall not be entitled to set off against any monies due
to the Seller under the Contract any amount claimed by or due to the
Buyer from the Seller whether pursuant to the Contract or on any other
5.5 If the Buyer fails to make any payment on the due date then,
without prejudice to any other right or remedy available to the
Seller, the
Seller shall be entitled to:-
(a) cancel the Contract or suspend any further deliveries or supplies
to the Buyer;
(b) charge the Buyer interest (both before and after any judgment) on
the amount unpaid, at the rate of four per cent per annum above Lloyds
Bank plc base rate from time to time, until payment in full is made (a
part of a month being treated as a full month for the purpose of
calculating interest); and
(c) charge the Buyer for all expenses (including legal fees) incurred
by the Seller in collecting the amounts due.

6.1 Delivery of the Goods shall be made by the Buyer collecting the
Goods at the Seller’s premises at any time after the Seller has
notified the Buyer that the Goods are ready for collection or, if some
other place for delivery is agreed by the Seller, by the Seller
delivering the Goods to that place.
6.2 Any dates quoted for delivery of the Goods or for the supply or
completion of the Services (as the case may be) are approximate only
and the Seller shall not be liable for any delay in delivery of the
Goods or performance of the Services howsoever caused. Time for
delivery shall not be of the essence. Where postponement of delivery
of the Goods or completion of the Services is agreed by the Seller the
Buyer shall, if required by the Seller, pay all costs and expenses but
any Goods shall be held at the Buyer’s risk as from the time of
6.3 The Seller shall be entitled to make delivery of the Goods or
perform the Services by instalments and to invoice the Buyer for each
instalment despatched or performed. Each delivery or performance shall
constitute a separate Contract and failure by the Seller to deliver or
perform any one or more of the instalments in accordance with these
Conditions 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.
6.4 If the Seller fails to deliver the Goods or perform the Services
for any reason other than any cause beyond the Seller’s reasonable
control or the Buyer’s fault, and the Seller is accordingly liable to
the Buyer, the Seller’s liability shall be limited to the excess (if
any) of the cost to the Buyer (in the cheapest available market) of
similar goods or services, to replace those not delivered or
performed, over the Price.
6.5 If the Buyer fails to take delivery of the Goods or fails to give
the Seller adequate delivery instructions at the time stated for
delivery then, without prejudice to any other right or remedy
available to the Seller, the Seller may:-
(a) store the Goods until actual delivery and charge the Buyer for the
reasonable costs (including insurance) of storage; or
(b) sell the Goods at the best price readily obtainable and (after
deducting all reasonable storage and selling expenses)
account to the Buyer for the excess over the Price or charge the Buyer
for any shortfall below the Price.
6.6 Where damage to or loss of the Goods occurs before delivery to the
Buyer, or where there is a shortfall in delivery quantity, the Seller
undertakes (subject as provided in condition 7.7) to re-supply,
replace or (at its discretion) to repair free of charge any Goods so
damaged or lost or otherwise not delivered, in which event the time
for delivery of the damaged, lost or undelivered Goods shall be
extended for such period as the Seller shall reasonably require for
such re-supply, replacement or repair.
6.7 The undertaking in condition 6.6 is conditional upon:-
(a) the Buyer giving written notice of any damage or loss caused in
transit or shortfalls in quantity to the Seller and to the carrier (if
other than the Seller) within 1 working day of receipt of the Goods or
in the case of total loss within 5 days of receipt of the Seller’s or
the carrier’s (as the case may be) delivery advice or other
notification of despatch; and
(b) the Buyer (if requested by the Seller and at the Seller’s cost)
returning any damaged Goods to the Seller’s works within 7 days of
6.8 Save as expressly provided in this condition 7, the Seller shall
not have any liability whatsoever for, or in connection with, any
damage to or loss of the Goods in transit to the contracted place of

7.1 The Seller warrants that the Goods are of satisfactory quality.
7.2 All Contracts agreed and warranies or guarantees given by the
Seller relate strictly to the first purchaser (the Buyer) of the Goods
and are not transferable to any subsequent owner. This does not affect
statutory rights.
7.3 If the Buyer wishes to make a claim under a warranty, the Buyer
shall give written notice to the Seller within 30 days of the
discovery of the defect and give the Seller a reasonable opportunity
to inspect the Goods in question.
7.4 The Seller shall not be liable for any breach of warranty if the
Buyer makes any further use of the Goods after giving such notice or
alters or repairs the Goods without the agreement of the Seller.
The Seller’s liability under the warranty shall be limited to
repairing or replacing the Goods in question or refunding the price of
such Goods.

8.1 The Buyer shall be deemed to have accepted the Goods and/or the
Services as being in conformity with the Contract, and shall be bound
to pay for them, unless written notice of rejection thereof is
received by the Seller within 7 days of delivery.
8.2 Goods accepted by the Buyer cannot subsequently be returned and
any claim which the Buyer might otherwise have shall be deemed to have
been waived.
8.3 If after notice of rejection has been given the Buyer deals with
the Goods as owner thereof, or if any conduct of the Buyer is
inconsistent with such rejection or with the ownership of the Goods by
the Seller, the Buyer shall be deemed to have accepted the Goods and
be bound to pay for them.

9.1 Risk of damage to or loss of the Goods shall pass to the Buyer:-
(a) in the case of Goods to be delivered at the Seller’s premises, at
the time when the Seller notifies the Buyer that the Goods
are available for collection; or
(b) in the case of Goods to be delivered otherwise than at the
Seller’s premises, at the time of delivery or, if the Buyer
wrongfully fails to take delivery of the Goods, the time when the
Seller has tendered delivery of the Goods.
9.2 Notwithstanding delivery and the passing of risk in the Goods, or
any other provision of these Conditions, the property in the Goods
shall not pass to the Buyer until the Seller has received in cleared
funds payment in full of the Price and all other goods agreed to be
sold by the Seller to the Buyer for which payment is then due.
9.3 Until such time as the property in the Goods passes to the Buyer,
the Buyer shall hold the Goods as the Seller’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 the Seller’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 the Seller for the proceeds of 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.
9.4 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) the Seller shall be entitled at any time to require the Buyer
to deliver up the Goods to the Seller and, if the Buyer fails to do so
forthwith, to enter upon any premises of the Buyer or any third party
where the Goods are stored and repossess the Goods.
9.5 The Buyer shall not be entitled to pledge or in any way charge by
way of security for any indebtedness any of the Goods which remain the
property of the Seller, but if the Buyer does so all monies owing by
the Buyer to the Seller shall (without prejudice to any other right or
remedy of the Seller) forthwith become due and payable.

10.1 Nothing in these Conditions shall limit or restrict the Seller’s
liability for death or personal injury resulting from its negligence
or for any injury or damage caused by a defective product within the
meaning of the Consumer Protection Act 1987, fraud or fraudulent

Terms & Conditions for sale of Goods and Services
misrepresentation, breach of the terms implied by section 12 of the
Sale of Goods Act 1979 or any matter in respect of which it would
be unlawful for the Seller to exclude or restrict liability.
10.2 The Seller’s aggregate liability for any claim or series of
claims arising out of the Contract or out of any act or series of acts
omissions or any default or defaults of the Seller (whether arising
from the Seller’s negligence or otherwise) shall not (subject to the
provisions of condition 9.1) exceed the Price of the Goods and/or
Services supplied pursuant to the Contract under which the liability
10.3 Subject to condition 9.1, the Seller shall under no circumstances
whatsoever be liable to the Buyer, whether in contract, tort
(including negligence), breach of statutory duty, or otherwise, for
any loss of profit, business, revenue or contract (whether direct or
indirect) or for any other indirect or consequential loss arising
under or in connection with the Contract.
10.4 The Seller shall not be liable to the Buyer or be deemed to be in
breach of the Contract by reason of any delay in performing, or any
failure to perform, any of the Seller’s obligations in relation to the
Goods or Services, if the delay or failure was due to any cause beyond
the Seller’s reasonable control including, without prejudice to the
generality of the foregoing, act of God, explosion, flood, tempest,
fire or accident, acts, restrictions, regulations, bye-laws,
prohibitions or measures of any kind on the part of any governmental,
parliamentary or local authority, import or export regulations or
embargoes, strikes, lock-outs or other industrial actions or trade
disputes (whether involving employees of the Seller or of a third
party), difficulties in obtaining raw materials, labour, fuel, parts
or machinery, or power failure or breakdown in machinery.

11.1 If either party is subject to an event of Force Majeure, that is
circumstances outside its reasonable control, including but not
limited to war, fire, industrial disputes or civil commotion, it shall
notify the other and the first party’s obligations under these Terms
shall be suspended until it notifies the other party of the end of
such event of Force Majeure.
11.2 In relation to any equipment manufactured by the Seller at the
request of and to the designs, drawings or samples provided by the
Buyer, the Buyer warrants that any Copyright or other Intellectual
Rights to those designs, drawings or samples is vested in the Buyer or
that the Buyer has any required licenses or permissions from the legal
owners of the said Copyright or other Intellectual Rights.
Furthermore the Buyer agrees to indemnify the Seller from any
liability resulting from any breach of such Copyright or other
Intellectual Rights in the manufacture of equipment by the Seller
using such designs, drawings or samples provided by the Buyer.

12.1 If any of the following events occur, are threatened or in the
opinion of the Seller are reasonably likely to occur:
(a) the Buyer commits any breach of the Contract and fails to remedy
such breach (if capable of remedy) within a period of 7 days from
receipt of notice in writing from the Seller requesting such breach to
be remedied;
(b) any distress or execution is levied upon any of the goods or
property of the Buyer;
(c) the Buyer (or where the Buyer is a partnership any partner
thereof) offers to make any arrangements with or for the benefit of
its or his creditors or a petition is presented or an order is made
for the Buyer to become a bankrupt; or
(d) the Buyer (being a limited company) has an administrative receiver
or a receiver and manager appointed of the whole or any part of its
undertaking, property or assets or a petition is presented or an order
is made or a resolution is passed or
analogous proceedings are taken for the winding up of the Buyer or for
the appointment of an administrator thereof; the Seller shall be
entitled without prejudice to its other rights under this Contract to
immediately suspend further performance of the Contract and of any
other contract between the Seller and the Buyer until the default has
been made good or to terminate the Contract or any other contract
between the Seller and the Buyer or any unfulfilled part thereof or at
the Seller’s option to make partial supplies of Goods and/or Services.
12.2 Notwithstanding any such termination the Buyer shall immediately
pay to the Seller at the Contract rate for all work done, materials
used and Goods and Services delivered or performed (as the case may
be) up to and including the date of termination and shall in addition
indemnify the Seller against any resulting loss, damage or expense
incurred by the Seller in connection with the supply or
non-performance of the Contract including the cost of any material,
plant or tools used or intended to be used and the cost of labour and
other overheads including a percentage in respect of profit.

13.1 The Buyer shall ascertain and comply with applicable laws
relating to the Goods (including any consumable items), their
operation, use and disposal, including compliance with customs
declarations and formalities and shall ensure that the Goods are used
only for the purposes and in the manner for which they were designed
and supplied.
13.2 The Buyer shall indemnify the Seller in respect of any liability
arising in relation to any breach of the Buyer’s obligations under
this condition 13 whether such liability arises as a result of a third
party’s use or operation of the Goods or otherwise.

14.1 The Seller may perform any of its obligations or exercise any of
its rights under any Contract by itself or through any other member of
its group, provided that any act or omission of any such other member
shall be deemed to be the act or omission of the Seller.
14.2 Any notice required or permitted to be given by either party to
the other under these Conditions shall be in writing addressed to that
other party at its registered office or principal place of business or
such other address as may at the relevant time have been notified
pursuant to this provision to the party giving the notice.
14.3 No waiver by the Seller of any breach of the Contract by the
Buyer shall be considered as a waiver of any subsequent breach of the
same or any other provision.
14.4 Except as set out in these Conditions, any variation to the
Contract, including the introduction of any additional terms and
conditions, shall only be binding when agreed in writing and signed by
the Seller.
14.5 If any provision of these Conditions is held by any competent
authority to be invalid or unenforceable in whole or in part the
validity of the other provisions of these Conditions and the remainder
of the provision in question shall not be affected thereby. If any
invalid, unenforceable or illegal provision of these Conditions would
be valid, enforceable and legal if some part of it were deleted, the
parties shall negotiate in good faith to amend such provision such
that, as amended, it is legal, valid and enforceable, and, to the
greatest extent possible, achieves the parties’ original commercial
14.6 Save as expressly stated in these Conditions, a person who is not
a party to the Contract has no right under the Contracts (Rights of
Third Parties) Act 1999 to enforce any term of it but this does not
affect any right or remedy of a third party which exists or is
available apart from that Act.
14.7 The Buyer shall not at any time disclose any Confidential
Information relating to the Seller or use such information in any
manner which might be detrimental to the Seller, excluding any
Confidential Information that the Buyer is required to disclose by
law, court order or any governmental or regulatory authority, provided
that, to the extent it is legally permitted to do so, the Buyer gives
the Seller as much notice of such disclosure as possible and takes
into account the reasonable requests of the Seller in relation to the
content of such disclosure.
14.8 The Buyer is not permitted to assign any Contract or any of its
obligations under it without the written consent of the Seller.

Terms & Conditions for sale of Goods and Services
14.9 The Contract shall be governed by the laws of England and Wales
and the Buyer irrevocably submits to the jurisdiction of the English
and Welsh courts over any claim or matter arising under or in
connection with a Contract or its subject matter or formation
(including non-contractual disputes or claims).