1. Interpretation
(i) In these Conditions:

"Buyer" means the person whose order for the Goods is accepted by the Seller

"Conditions" means these standard terms and conditions of sale 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 purchase and sale of the Goods

"Delivery" means the actual or deemed delivery of the Goods in accordance with clause 6

"Director" means a main board director of the Seller

"Goods" means the goods (including any instalment of the goods) which the Seller is to supply in accordance with these Conditions

"Order Acknowledgement" means the acceptance by the Seller in response to the Buyer’s order, to sell the Goods in accordance with the Seller’s quotation

"Seller" means Cedar 2000

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

2. Basis of the Sale

(i) The Seller shall sell and the Buyer shall purchase the Goods in accordance with any order of the Buyer which is accepted by the Seller by way of Order Acknowledgement, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions.

(ii) No variation to these Conditions shall be binding unless agreed in writing by a Director of the Seller.

(iii) The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by a Director of the Seller in writing. In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.

(iv) Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the Goods which is not confirmed in writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.

(v) Any typographical or clerical omission in any sales literature, quotation, price list, Order Acknowledgement, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.

3. Orders

(i) All quotations/proposals given by the Seller, whether orally or in writing shall be valid for a period of 14 days from the date of quotation.

(ii) No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed by way of Order Acknowledgement.

(iii) The quantity, quality and description of and any specification for the Goods shall be those set out in the Order Acknowledgement.

4. Price of Goods

(i) The price of the Goods shall be the price quoted by the Seller and confirmed by the Order Acknowledgement. Prices quoted exclude delivery and are subject to VAT or other sales tax as appropriate.

(ii) The Seller reserves the right, by giving notice to the Buyer at any time before delivery to increase the price of the Goods to reflect any increase in the cost to the Seller due to any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.

(iii) Except as otherwise stated by the Order Acknowledgement the Buyer shall be liable to pay the Seller’s charges for any transport, and insurance.

(iv) The price is exclusive of any applicable import duties which the Buyer shall be additionally liable to pay for.

5. Terms of Payment

(i) Unless otherwise agreed in writing by the parties payment for the goods is due and payable upon Order Acknowledgement.

(ii) 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 to the Buyer;

(b) appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and

(c) charge interest to the Buyer at the rate of 2% per month above the base rate from time to time of Barclay's Bank plc on the unpaid balance (such interest to accrue on a day to day basis from the due date for payment until receipt by the Seller of the full amount whether before or after judgement); and

the Buyer shall indemnify the Seller against all costs and expenses (including any legal costs and expenses on a full indemnity basis) incurred or sustained by the Seller in recovering sums due or in exercising rights pursuant to Clause 5.

6. Delivery

(i) Where the Goods are collected or to be collected by the Buyer, Delivery occurs when the Goods are handed over to the Buyer or when the Seller notifies the Buyer that the Goods are available for collection. If the Seller has agreed to transport the Goods, Delivery shall occur when the Seller or its carrier arrives at the delivery address specified by the Order Acknowledgement and notifies the Buyer of such arrival.

(ii) The Buyer shall be responsible at his expense for off-loading of the Goods except where agreed otherwise in writing.

(iii) Any dates quoted for Delivery of the Goods are approximate only and the Seller shall not be liable for any delay in Delivery of the Goods howsoever caused.

(iv) The Seller reserves the right to deliver the Goods in instalments.

(v) In the event that the Seller agrees to deliver Goods ordered by the Buyer in instalments where the quantities and delivery dates for such instalments are to be requested by the Buyer on a future date or dates, if the Buyer has not notified the Seller of its requested delivery dates for any remaining instalments within 2 months after the date of the Sellers Original Order Acknowledgement, the Seller, may at its option, deliver such remaining instalments to the Buyer having notified the Buyer of the date upon which the Goods will be delivered.

(vi) If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions when notified that the Goods are ready 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 its storage charges current at the date thereof (including insurance); and

(b) in the event that the Buyer fails to accept delivery for a period of three months the Seller may sell the Goods at the best price readily obtainable and (after deducting all storage, packing, unpacking, transport and abortive delivery costs and selling expenses) charge the Buyer for any shortfall below the price under the Contract.

7. Risk and Property

(i) Risk of damage to or loss of the Goods shall pass to the Buyer upon Delivery.

(ii) 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 cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.

(iii) 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 moneys or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.

(iv) 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 situated and repossess the Goods.

8. Warranties and Liabilities

(i) Subject to the conditions set out below the Seller warrants that the Goods will at the time of Delivery and for a period of 12 months ( 30 days in the case of refurbished Goods) thereafter ("the warranty period") correspond with any specification of the Goods forming part of the Contract and will during that time be free from defects (except minor defects) in material or workmanship. The Seller is not liable for any loss, damage or defects caused by faulty or improper installation unless carried out by the Seller or the Seller's agent.

(ii) The Seller shall be under no liability to the Buyer under the above warranty (or any other warranty, condition or guarantee) in respect of the following:

(a) any defect in the Goods arising from any drawing, design or specification supplied by the Buyer;
(b) any defect in the Goods due to overvoltage or in any other way to the electrical current supplied to the Goods;
(c) any defect arising from fair wear and tear, wilful damage, negligence, incorrect installation, failure to follow the Seller’s instructions (whether oral or in writing), misuse, alteration or repair of the Goods without the Seller’s approval; and
(d) if the total price for the Goods has not been paid by the due date.

(iii) In the event of loss or damage occurring to Goods during transit where the Goods are transported by the Seller or its carrier the Buyer must give written notice to the Seller within two working days of the date of Delivery . Failure to give written notice pursuant to this sub-clause shall mean that the Buyer shall be deemed to have accepted the Goods as being in good order and in conformity with the Contract.

(iv) Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification must be notified in writing to the Seller during the warranty period within a reasonable time after discovery of the defect or failure. If the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure.

(v) Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shall, at its option, repair or replace the Goods (or the part in question) free of charge but the Seller shall have no further liability to the Buyer.

(vi) Subject to sub-clauses (ii) and (v) above, if a claim is made under this warranty, the Seller will send a replacement upon receipt of cleared funds for the cost of a replacement plus transport and insurance charges. The Buyer must at its own cost and risk immediately return to the Seller's address the Goods that are claimed to be in breach of this warranty in either their original packaging or other suitable packaging identified by a returns reference number obtained from the Seller. Upon receipt of the Goods by the Seller the Seller will inspect the Goods to determine if there is a valid claim under this warranty. If the claim is valid, the Seller will decide whether to repair or replace the Goods. If the Seller opts to replace the Goods, the Seller will refund to the Buyer the cost of the replacement plus normal courier charges. If the Seller opts to repair the Goods, the Seller will return the repaired Goods to the Buyer and the Buyer will return the replacement Goods to the Seller. Upon receipt by the Seller of the returned replacement Goods, the Seller will refund to the Buyer the cost of the replacement plus normal courier charges. If the claim is not valid, no refund will be made.

(vii) Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any consequential loss or damage (whether for loss or profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, except as expressly provided in these Conditions.

(viii) The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control: Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, 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 a third party; difficulties in obtaining raw materials, labour, fuel, parts of machinery; power failure or breakdown in machinery.

(ix) SUBJECT AS EXPRESLY PROVIDED IN THESE CONDITIONS, AND EXCEPT WHERE GOODS ARE SOLD TO A PERSON DEALING AS A CONSUMER (WITHIN THE MEANING OF THE UNFAIR CONTRACT TERMS ACT 1977), ALL WARRANTIES, CONDITIONS OR OTHER TERMS IMPLIED BY STATUTE OR COMMON LAW ARE EXCLUDED TO THE FULLEST EXTENT PARMITTED BY LAW.

(x) Save for liability for death or personal injury resulting from negligence of the Seller, the Seller’s aggregate liability under any one claim or under the total of all claims arising from any one act or default of the Seller howsoever such claim or claims arise (be it by negligence, breach of contract, misrepresentation or otherwise) shall in no circumstances exceed one and a half (1.5) times the price of the Goods which are the subject of the claim.

(xi) In addition to the above warranty the Seller offers a 14 day money back guarantee on the following terms: The Buyer must within 14 days of receipt of Goods contact the Seller and obtain a returns reference number and return the Goods to the Seller identifying the Goods with the returns number. The Goods must not have been damaged in any way whilst in the Buyers care custody or control and they must be returned in their original undamaged packaging, This guarantee is not available to purchases of Goods under lease finance arrangements.

9. Intellectual Property

(i) If 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 patent, copyright, design , trade mark or other intellectual property rights of any other person which results from the Seller’s use of the Buyer’s specification.

10. Insolvency of Buyer

(i) This Clause applies if:

(a) the Buyer makes any voluntary arrangements with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or

(b) an encumbrancer takes possession, or an administrative receiver or administrator is appointed, of any of the property or assets of the Buyer; or

(c) the Buyer ceases, or threatens to cease, to carry on business or suffers any action in consequence or debt; or

(d) the Seller reasonable apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.

(ii) If this Clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without liability to the Buyer, and if the Goods have been delivered but not paid for the Price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

11. General

(i) 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.

(ii) If any provision of these Conditions is held by an competent authority to be invalid or enforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be affected thereby.

(iii) The Contract shall be governed by the laws of England and any dispute arising out of or in connection with it shall be determined by the non-exclusive jurisdiction of the English courts.