1. The conditions are the terms on which Midwest (hereinafter referred to as ‘The Company’ ) Contract for the Sale arid/or supply of goods and services and no variation of modification of these terms and conditions ( notwithstanding any conditions or terms included In the Customers Order or any subsequent document) shall be of any effect unless expressly agreed In writing by the Company and signed by a Director of the Company. 2. ORDERNo order shall be binding upon the Company until it has been expressly accepted in writing by the Company. 3. PRICESPrices for the Company goods may be subject to alteration and orders are accepted on the basis that the goods will be invoiced at the price ruling at the date of dispatch by the Company unless otherwise stated on the Company’s quotation and all prices are subject to the addition of Value Added Tax at the appropriate rate. 4. PAYMENTPayment shall be made by the customer promptly in accordance with the terms shown on the Company’s invoice and if the terms are not fulfilled in full, the Company shall be entitled to charge interest on the amount overdue at 3% above the Base Rate of Royal Bank of Scotland PLC ruling at the time. The terms of payment under these conditions can only be varied by agreement of the Company in writing and signed by the Director. In the event of default of payment by the Buyer to the Seller under any Contract for any reason (for the avoidance of doubt including without limitation bankruptcy, insolvency or re-financing) then the directors of the Buyer if it is a limited company or public limited company shall jointly and severally undertake to indemnify the Seller and guarantee payment immediately on demand for any debts owed including all costs and expenses incurred by the Seller in recovering the said sums owed. 5. OWNERSHIP OF GOODSProperty in the goods shall not pass to the Customer until the goods are paid for in full by the Customer and the Company shall have the right to recover such goods not paid for in full at the expense of the Customer 6. INSURANCEInsurance of all Plant and Machinery delivered by the Company shall be the responsibility of the Customer Immediately upon the delivery of the goods to his premises. 7. CANCELLATIONSThe Company reserves the right to refuse cancellations of orders placed by Customers and acceptance of goods returned to the Company without permission will be refused. In respect of any goods returned to the Company with Ws permission or goods which have been supplied on a sole or return basis the Customer shall be responsible for the initial installation cost and transport; the cost of the removal of the goods and return transport and a restocking charge of 15% of the total value of the Company’s invoice. 8. DELIVERY Any times and/or dates whenever and howsoever stated or given by the Company are given and or expenses whether caused directly or indirectly by or from any delay In the delivery of the goods. 9. SPECIFICATIONIntended as best estimates only and shall under no circumstances whatsoever be or become of the essence of any Contract between the Company and the Customer and the Company shall under no circumstances whatsoever be liable to the Customer for any loss, damage. Information regarding the Company’s goods as contained in Catalogues and any other printed matter provided by the Company to the Customer ore given In good faith but are Intended as being approximate and it shall be the duty of the Customer to rely on its own judgment as to the nature, quality and suitability for its purpose of the Company’s goods. The Company reserves the right to alter or amend specification without prior notice. 10. DAMAGE AND SHORTAGE a) Where goods are delivered by outside carrier’s damage or pan loss claims cannot be entertained unless the carriers and the Company are notified in writing within three days from date of delivery. b) Where goods are delivered by the Company and a receipt of delivery note signed by the Customer Is received, the goods will be deemed to have been examined and therefore no claim for damage or loss made by the Customer can be entertained by the Company. 11. WARRANTYThe Company’s liability for replacing goods which have proved, to the Company’s reasonable satisfaction to be defective under careful use because of defective materials, whether used by the Company, its associates or suppliers, or because of faulty workmanship of the Company, its associates or suppliers, or because of faulty workmanship of the Company’s employees before and during the first year from the date of supply the main circuit boards, motor and shafts are covered by the manufacturers warranty for 2 years, which the Company will honour, is limited to the free replacement of such defective materials or parts. Charges of the Company in remedying any defective goods of fitting any replacement materials or parts are Included in this warranty. The provisions of Section 12 of the Sole of Goods Act 1893 shall apply to this Contract but this guarantee Is given in lieu of all other warranties conditions and obligations imposed or applied by statue or otherwise, and in particular, without prejudice to the generality of the foregoing the Company shall not be liable for loss of profit of the buyer or any other person arising directly or indirectly, from any breach of this Contract or any other indirect or consequential damage whatsoever. No claim under this guarantee by the buyer shall be a basis for rescinding the Contract or for withholding payment of any sum due to the Company under this or anyother Contract 12. FORCE MAJEUREThe Company shall not be responsible in any manner whatsoever by Its failure to perform all or part of the Contract as a result of Interruption the Contract by Act of God, sanctions embargo or any other restriction or Order of any Government or agencies or by war, threat of war, warlike conditions, mobilisation, blockade, revolution, civil commotion, riot, malicious damage, sabotage, strlkA lock-out, sickness epidemic, fire, flood, breakdown at the Company’s or any if its associated factories, accidents, curtailment In manufacture, transportation or any other circumstances beyond the control of the Company. Shipment or transportation of goods involved in any of the aforementioned matters may be delayed for a period necessary for restoration from such disturbances. 13. LAW AND JURISDICTION The Laws of England and Wales shall be the only Lows applying to this Contract and any litigation arising out of this Contract shall be conducted only in England.