1. DEFINITIONS

In these Conditions "the Vendor" means Burntstone Ceramic Limited, "the Purchaser" means the person, firm, or Company purchasing the Goods, "the Goods" means the goods, materials or services, the subject of the contract between the Purchaser and the Vendor.

2. ACCEPTANCE

No order for the Vendor's Goods, whether pursuant to a quotation by the Vendor or otherwise, is binding on the Vendor until acknowledged in writing by the Vendor. Unless otherwise agreed in writing each order placed with the Vendor shall be subject to these Conditions. No other conditions or modifications to these Conditions shall apply. The Vendor shall not be deemed to accept such other conditions nor waive any of these Conditions by failing to object to provisions contained in any purchase order or other communication from the Purchaser.

3. DESCRIPTIONS

4. PRICES

Unless otherwise expressly stated all prices quoted are current and orders shall be accepted on condition that the Goods shall be invoiced at the price ruling at the date of despatch. If a change in price occurs before a delivery is completed the price of the undespatched portion shall be adjusted accordingly. Unless otherwise stated in writing the prices quoted for the Goods are F.O.L. at point of loading. All transport, handling, freight charges and taxes are to the Purchaser's account.

5. OFFSET

The Purchaser shall not be entitled to make any deduction from the price in respect of any counterclaim unless the validity and amount of such claim has been admitted by the Vendor in writing.

6. PAYMENT

The net invoice amount of the price shall become due for payment by the Purchaser in full within thirty days of the date of the invoice. The Vendor reserves the right to demand at any time full or partial payment before proceeding or proceeding further with any order. If the Purchaser defaults in payment the Vendor may without prejudice to his other rights delay delivery or cancel the contract and also cancel any other contract made or order received from the Purchaser. Interest on overdue payments shall be charged at 2% per month.

7. DELIVERY

8. PROPERTY

The property in the Goods remains with the Vendor until the price together with any other payments due to the Vendor has been paid in full. So long as the property in the Goods remains with the Vendor and the Purchaser is in default in any obligation to the Vendor, the Vendor shall have the right with or without the prior consent of the Purchaser to retake possession of the Goods and for that purpose to enter any premises or land occupied by the Purchaser. On such retaking of possession the contract shall be terminated without prejudice to any rights the Vendor may have against the Purchaser in respect of such default.

9. FORCE MAJEURE

10. SPECIFICATIONS

11. INSPECTION

Subject to the provisions of Condition 10 above the Vendor shall make the Goods or each consignment thereof available for inspection by the Purchaser or his clients or representatives before delivery. The Vendor shall inform the Purchaser when the Goods are or will be available for inspection. If the Purchaser or his clients or representatives fail to carry out their inspection at the agreed time the Goods may be delivered forthwith to the Purchaser. Any subsequent or delayed inspection involving additional costs shall be charged to the Purchaser.

12. INDUSTRIAL PROPERTY RIGHTS

The vendor shall defend and hold the Purchaser harmless for any action against the Purchaser for any claim that the Goods supplied by the Vendor in the form supplied and forming part of the Vendor's normally offered range of Goods infringes any British Patent provided that the Purchaser notifies the Vendor in writing immediately upon discovery of such infringement. The Purchaser shall indemnify the Vendor against all loss, damages, costs and expenses suffered by the Vendor or to which the Vendor may become liable as a result of work done in accordance with the Purchaser's instructions which involve infringement or alleged infringement of a patent registered design or any other right in industrial property. The Purchaser agrees to indemnify the Vendor against all liability arising from the use of the Goods by the Purchaser or his clients which may give rise to claims by others of infringement of patents or property rights.

13. WARRANTIES

Neither the Vendor nor the Purchaser shall be regarded as having received representations by or on behalf of the other before entering into the contract which in any way induced either of them so to do except where those representations were reduced to writing signed by the representor and in the possession of the representee prior to the making of the contract and in particular without prejudice to the foregoing those recorded in the order or acknowledgement of it. The Vendor undertakes subject to the conditions enumerated below to replace any of the Goods or parts thereof not previously subject to use which shall be proved to the Vendor's satisfaction to be defective due to default in workmanship or material on the part of the Vendor or otherwise not in accordance with the contract.

a). The Purchaser shall satisfy the Vendor that the Goods have been properly handled stored and maintained.

b). Notice of such defect shall be received by the Vendor either within seven days of inspection prior to shipment or within twenty one days of delivery or in the case of export shipments within twenty one days of arrival at consigned destination.

c). The Vendor shall not be liable for the cost of removal of any defective Goods or parts thereof or the refitting of any repaired or Goods or parts thereof.

d). The defective Goods or parts therof shall be returned to the Vendor satisfactorily packed carriage paid at the Purchaser's or carrier's risk.

Failure to notify the Vendor of any defect within the period given in paragraph 13b above shall constitute unqualified acceptance of the Goods and a waiver by the Purchaser of all claims relating thereto.

14. EXCLUSIONS

The undertakings of the Vendor contained in Condition 13 above are given in lieu of any condition warranty guarantee representation or undertaking whatsoever and save as therein provided the Vendor shall be under no liability whatsoever including without prejudice to the generality of the foregoing any liability in tort or for consequential loss or damage of any kind or for any defect in or failure of or unsuitability for any purposes of the Goods or any part thereof

howsoever arising and all conditions warranties guarantees representations or undertakings whether express or implied statutory or otherwise are hereby expressly excluded provided that nothing in this clause shall have the effect of excluding the provisions of the Sale of Goods Act 1893 (as amended). The Purchaser undertakes to indemnify the Vendor against all claims relating directly or indirectly to the Goods sold to the Purchaser by the Vendor in respect of any loss damage or expense caused to any third party howsoever arising. If any of the provisions of this clause are not effective to exclude altogether any liability of the Vendor in respect of any condition or warranty which is expressed to be excluded thereby then any damages recoverable by the Purchaser in respect of any breach by the Vendor of any such condition or warranty shall be limited to the reasonable cost of remedying the defect or other matter constituting such breach and the Vendor shall not in any circumstances be liable for any other loss or injury or damage suffered by reason of such breach.

15. TERMINATION

If the Purchaser shall default in or commit any breach of any of his obligations to the Vendor or if any distress or execution shall be levied upon the Purchaser or if the Purchaser shall enter into any negotiations for arrangement or composition with his creditors or commit any act of bankruptcy or if any petition in bankruptcy shall be presented against him or if the Purchaser is a limited company any resolution or petition to wind up the Purchaser's business other than for purposes of amalgamation or for reconstruction or if a Receiver of the Purchaser's assets or any part thereof is appointed the Vendor shall be entitled forthwith to determine by written notice posted to the Purchaser any contract then subsisting without prejudice to any claim or right the Vendor might otherwise make or exercise.

16. CANCELLATION

The Purchaser may cancel the order in whole or in part by written notice to Vendor and upon payment of reasonable cancellation charges which shall include expenses and commitment costs incurred by Vendor in relation to such order. Cancellation charges shall be not less than 10% of the purchase price of the materiel so cancelled. In the case of cancellation of orders for custom product where processing has started Purchaser may charge up to the full invoice price for the materiel.

17. ASSIGNMENT

The Purchaser shall not without the written consent of the Vendor assign transfer or purport to assign or transfer the contract or benefit thereof to any other person whatsoever.

18. WAIVER

The failure of the Vendor to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement of any such right at any time or times thereafter.

19. LAW

The construction validity and performance of this contract shall be governed by the law of England.

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