1.1 In these Conditions:

"Buyer" means Hawco Limited (registered in England and Wales with company number 01537960) trading as Hawco, whose registered office address is 1 Lower South Street, Godalming, Surrey GU7 1BZ;

"Conditions" means the standard terms and conditions of purchase set out in this document as amended from time to time in accordance with condition 17 below;

"Contract" means the contract between the Buyer and the Seller for the sale and purchase of the Goods and the supply of the Services in accordance with these terms and conditions;

"Delivery Address" means the address stated on the Order or otherwise agreed between the Buyer and the Seller prior to delivery;

"Delivery Note" means a note in writing (specifying the Goods, the number of the Order, the name of the Seller, the date of the Order, the number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered) prepared by the Seller or by the Seller’s transportation agent;

"Goods" means the goods (including any instalment of the goods or any part of them) described in the Order;

"Order" means the Buyer’s purchase order for the Goods and Services to which these Conditions are annexed or to which they otherwise relate;

"Price" means the price of the Goods and/or the charges for the Services;

"Seller" means the person so described in the Order;

"Services" means the services (if any) described in the Order;

"Specification" includes any plans, drawings, data or other information relating to the Goods or Services that is supplied to the Seller by the Buyer, or produced by the Seller and agreed in writing by the Buyer; and

"Writing" includes telex, cable, facsimile transmission, email 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.

2.1 These Conditions shall apply to the Contract to the exclusion of any other terms and conditions that the Seller seeks to impose or incorporate, including but not limited to those included as part of any quotation or estimate given to the Buyer by the Seller, or which are implied by trade, custom, practice or course of dealing.

2.2 The Order constitutes an offer by the Buyer to purchase the Goods and/or acquire the Services in accordance with these Conditions.

2.3 The Order shall be deemed to be accepted on the earlier of:

2.2.1 the Seller issuing a written acceptance of the Order; and

2.2.2 the Seller doing any act consistent with fulfilling the Order;

at which point the Contract shall come into existence.

3.1 The quantity, quality and description of the Goods and the Services shall, subject as provided in these Conditions, be as specified in the Order and/or in any applicable Specification supplied by the Buyer to the Seller or agreed in Writing by the Buyer.

3.2 Any Specification supplied by the Buyer to the Seller, or specifically produced by the Seller for the Buyer, in connection with the Contract, together with the copyright, design rights or any other intellectual property rights in the Specification, shall be the exclusive property of the Buyer. The Seller shall not disclose to any third party or use any such Specification except to the extent that it is or becomes public knowledge through no fault of the Seller, or as required for the purpose of the Contract.

3.3 The Seller shall comply with all applicable regulations or other legal requirements concerning the manufacture, packaging, packing and delivery of the Goods and the performance of the Services.

3.4 The Seller warrants to the Buyer that the Goods;

3.4.1 will be of merchantable quality and fit for any purpose held out by the Seller or made known to the Seller in Writing at the time the Order is placed;

3.4.2 will be free from defects in design, material and workmanship;

3.4.3 will correspond with any relevant Specification or sample; and

3.4.4 will comply with all statutory requirements and regulations, all national and international standards directives and codes of practice relating to the Goods and the sale of the Goods.

3.5 The Seller warrants to the Buyer that the Services will be performed by appropriately qualified and trained personnel, with due care and diligence and to such high standard of quality as it is reasonable for the Buyer to expect in all the circumstances.

3.6 The Goods shall be marked in accordance with the Buyer’s instructions and any applicable regulations or requirements of the carrier, and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course.

3.7 The Buyer shall have the right to inspect and test the Goods at any time before delivery.

3.8 If the results of such inspection or testing cause the Buyer to be of the opinion that the Goods do not conform or are unlikely to conform with the Order or to any Specifications supplied or advised by the Buyer to the Seller, the Buyer shall inform the Seller and the Seller shall immediately take such action as is necessary to ensure conformity and in addition the Buyer shall have the right to require and witness further testing and inspection.

3.9 Notwithstanding any such inspection or testing, the Seller shall remain fully responsible for the Goods and any such inspection or testing shall not diminish or otherwise affect the Seller's obligations under the Contract.

3.10 If any of the Goods fail to comply with the provisions set out in condition 3 the Buyer shall be entitled to avail itself of any one or more remedies listed in condition 8.

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

4.1.1 exclusive of any applicable value added tax (which shall be payable by the Buyer subject to receipt of a VAT invoice): and

4.1.2 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) and in no event without the prior consent of the Buyer in Writing.

5.1 The Seller shall be entitled to invoice the Buyer on or at any time after completion of delivery of the Goods or completion of performance of the Services, as the case may be, and each invoice shall quote the number of the Order.

5.2 The Buyer shall pay for the Goods and the Services at the price set out in the Order within 60 days of the end of the month of delivery of the Goods or performance of the Services and if payment is made by the 15th day of the month following delivery of the Goods or performance of the Services the Buyer shall be entitled to deduct 2.5% discount therefrom.

5.3 The Seller shall not have any lien or any right to retain any Goods for any sums due by the Buyer to the Seller under any other contract.

5.4 The Buyer may, without limiting any other rights or remedies it may have, set off any amount owed to it by the Seller against any amounts payable by it to the Seller under the Contract.

6.1 The Goods shall be delivered to, and the Services shall be performed at, the Delivery Address on the date or within the period stated in the Order, in either case during the Buyer’s usual business hours. If no such date or period is specified delivery shall take place within 28 days of the Order. The Seller shall off-load the Goods at its own risk as directed by the Buyer.

6.2 The time of delivery of the Goods and of performance of the Services is of the essence of the Contract.

6.3 A Delivery Note must accompany each delivery or consignment of the Goods and must be displayed prominently and weight tickets (the cost of obtaining which shall be borne by the Seller) shall be provided with each such delivery or consignment for which the charge is calculated by reference to weight.

6.4 The Delivery Note shall be clearly signed by a duly authorised representative of the Buyer and the Seller shall be responsible (or shall ensure that its transportation agent is responsible) for obtaining such a signature and for depositing a copy of such signed Delivery Note with the Buyer immediately after delivery. In the event of there being any dispute concerning delivery the failure by the Seller to produce such a signed Delivery Note shall be conclusive evidence that the Goods have not been delivered. The signing of a Delivery Note is proof of delivery only and shall not be construed as an acceptance of the Goods by the Buyer.

6.5 Delivery of the Goods shall be completed on the completion of unloading the Goods at the Delivery Location.

6.6 If the Goods are not delivered on the due date then, without prejudice to any other rights which it may have, the Buyer reserves the right to:

6.6.1 cancel the Contract in whole or in part;

6.6.2 refuse to accept any subsequent delivery of the Goods which the Seller attempts to make;

6.6.3 recover from the Seller any expenditure reasonably incurred by the Buyer in obtaining the Goods in substitution from another supplier; and

6.6.4 claim damages for any additional costs, loss or expenses incurred by the Buyer which are in any way attributable to the Seller's failure to deliver the Goods on the due date.

6.7 Where the Buyer agrees in writing to accept delivery by instalments the Contract shall be construed as a single contract in respect of each instalment. Nevertheless failure by the Seller to deliver any one instalment shall entitle the Buyer at its option to treat the whole Contract as repudiated.

6.8 The Buyer shall be entitled to reject any Goods delivered which are not in accordance with the Contract, and shall not be deemed to have accepted any Goods until the Buyer has had a reasonable time to inspect them following delivery or, if later, within a reasonable time after any latent defect in the Goods has become apparent.

6.9 The Seller shall supply the Buyer in good time with any instructions or other information required to enable the Buyer to accept delivery of the Goods and performance of the Services.

6.10 The Seller shall while effecting the delivery of the Goods be responsible for and indemnify the Buyer against all injuries and damage to its employees, third parties, or property attributable in any way to the execution of the Contract and shall indemnify the Buyer against all claims, compensations, costs and expenses in respect thereof. The Seller warrants that all such risks are covered by the Seller’s insurances and the particulars of the relative policies will be supplied on demand to the Buyer.

7.1 Risk of damage to or loss of the Goods shall pass to the Buyer upon completion of delivery to the Buyer in accordance with paragraph 6.5.

7.2 The property in the Goods shall pass to the Buyer upon delivery, unless payment for the Goods is made prior to delivery, when it shall pass to the Buyer once payment has been made and the Goods have been appropriated to the Contract.

Without prejudice to any other remedy which the Buyer may have, if any Goods or Services are not supplied or performed in accordance with the Contract, then the Buyer shall have the right to any one or more of the following remedies, whether or not it has accepted the Goods:

8.1 to terminate the Contract;

8.2 to reject the Goods (in whole or in part) and return them to the Seller at the Seller's own risk and expense;

8.3 to require the Supplier to repair or replace the rejected Goods within 7 days, or to provide a full refund of the price of the rejected Goods (if paid);

8.4 to refuse to accept any subsequent delivery of the Goods which the Seller attempts to make;

8.5 to recover from the Seller any costs incurred by the Buyer from obtaining substitute goods from a third party; and

8.6 to claim damages for any other costs, loss or expenses incurred by the Buyer which are in any way attributable to the Seller's failure to carry out its obligations under the Contract.

8.7 If the Goods are not delivered or the Services are not performed on the due date or within the period stated in the Order then, without prejudice to any other remedy, the Buyer shall be entitled to deduct from the Price or (if the Buyer has paid the price) to claim from the Seller by way of liquidated damage for delay 3% of the Price for every week’s delay, up to a maximum of 30% or shall be entitled to cancel the Contract without prejudice to its rights of action for breach of Contract.

9.1 The Seller shall keep the Buyer indemnified in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and legal and other professional fees and expenses awarded against or incurred or paid by the Buyer as a result of or in connection with:

9.1.1 any claim made against the Buyer for actual or alleged infringement of a third party's intellectual property rights arising out of, or in connection with, the supply or use of the Goods, to the extent that the claim is attributable to the acts or omissions of the Seller, its employees agents or subcontractors;

9.1.2 any claim made against the Buyer by a third party arising out of, or in connection with, the supply of the Goods or the Services, to the extent that such claim arises out of the breach, negligent performance or 6 failure of delay in performance of the Contract by the Seller, its employees, agents or subcontractors;

9.1.3 any claim made against the Buyer by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in the Goods, to the extent that the defect in the Goods is attributable to the acts or omissions of the Seller, its employees, agents or subcontractors.

9.2 This condition 9 shall survive termination of the Contract.

10.1 The Buyer shall have the right at any time and for any reason to terminate the Contract in whole or in part by giving the Seller written notice whereupon all work on the Contract shall be discontinued and the Buyer shall pay to the Seller fair and reasonable compensation for work-in-progress at the date of termination but such compensation shall not include loss of anticipated profits or any consequential loss or any amount which is disputed by the Buyer and the Seller.

10.2 The Buyer shall have the right at any time by giving notice in writing to the Seller to terminate the Contract forthwith if:

10.2.1 the Seller commits a material breach of any of the terms and conditions of the Contract; or

10.2.2 any distress, execution or other process is levied upon any of the assets of the Seller; or

10.2.3 the Seller has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Seller or notice of intention to appoint an administrator is given by the Seller or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding up of the Seller or for the granting of an administration order in respect of the Seller, or any proceedings are commenced relating to the insolvency or possible insolvency of the Seller; or

10.2.4 the Seller ceases or threatens to cease to carry on its business; or

10.2.5 the financial position of the Seller deteriorates to such an extent that in the opinion of the Buyer the capability of the Seller adequately to fulfil its obligations under the Contract has been placed in jeopardy.

10.3 The termination of the Contract, however arising, shall be without prejudice to the rights and duties of the Buyer accrued prior to termination. The conditions which expressly or impliedly have effect after termination shall continue to be enforceable notwithstanding termination.

Neither party shall be liable to the other for any delay or failure in performing its obligations under the Contract to the extent that such delay or failure is caused by an event or circumstance that is beyond the reasonable control of that party, and which by its nature could not have been foreseen by such party, or if it could have been foreseen, was unavoidable, provided that the Seller shall use all reasonable endeavours to cure any such events or circumstances and resume performance under the Contract. If any events or circumstances prevent the Seller from carrying out its obligations under the Contract for a continuous period of more than [30] Business Days, the Buyer may terminate this Contract immediately by giving written notice to the Seller.

The Seller may not assign, transfer, charge, subcontract or deal in any other manner with any or all of its rights or obligations under the Contract without the Buyer's prior written consent.

13.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this condition, and shall be delivered personally, or sent by pre-paid first-class post, recorded delivery, commercial courier, fax or email.

13.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in condition 13.1; if sent by pre-paid first class post or recorded delivery, at 9am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or email, 24 hours after transmission.

13.3 The provisions of this condition shall not apply to the service of any proceedings or other documents in any legal action.

14.1 If any court or competent authority finds that any provision of the Contract (or any part of any provision) is invalid, illegal or unenforceable, that provision or part provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.

14.2 If any valid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

A person who is not a party to the Contract shall not have any rights under or in connection with it.

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 Customer.

The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.