1. (a) The 'Seller" means I.R.O.C. GLOBAL Limited and the “Buyer” means the party to whom the goods are invoiced and also (if different) the party to whom or for whose benefit the goods are delivered.

(b) The “goods” mean goods sold or to be sold by the Seller to the Buyer and the "contract” means the contract for the sale of the goods.


2.     (a) These Conditions of Sale, together with the acknowledgement of order (if any), contain all the terms and conditions of the contract and all other terms and conditions (including without limitation those contained or referred to in the Seller's quotation, the Buyer's order or any other communication between the parties) are hereby excluded (whenever made), save that the identity, quantity, price, payment terms, and discount (if any) of or relating to the goods are as specified in the invoice.

(b) Any description or illustration contained in the Seller's catalogues or advertisements is intended as a guide only and shall not be treated as representation by the Seller or a term or condition of the contract.

(c) No variation of the contract shall be effective unless agreed in writing by the parties and in the case of a party which is a company by a director on its behalf.


3  . (a) Any time or date named by the Seller for delivery of the goods is given and intended as an estimate only and the Seller shall not be liable in respect of any damage or loss arising directly or indirectly out of delay in delivery.

(b) Goods may be delivered by instalments in advance of the estimated delivery date.

(c) The Seller shall not be liable for any failure, default or delay on the part of its suppliers.


4   .(a) Subject toClauses3 and 5 hereof and unless otherwise agreed the Seller shall deliver the goods to the Buyer's premises as stated on the invoice during normal business hours.

   (b) If the Buyer fails to accept delivery, the Seller may arrange for the storage of goods at the cost of the Buyer (including the cost of insurance).


5.(a) Without prejudice to Clause 3 hereof, if the Seller is prevented from delivering any goods by the estimated delivery date, such date shall be postponed for a reasonable period.

 (b) If by reason of events beyond its control the Seller is prevented from both supplying the full contract quantity of the goods and maintaining in full its other business in such goods, then the Seller may withhold, reduce or suspend delivery hereunder to such extent and/or for such time as the Seller considers reasonable.


6. If the Seller's costs increase between the contract date and the time of delivery owing to increases in the amounts payable to suppliers, the rate of excise duty, exchange rate fluctuation or any other cause whatsoever, the contract price of undelivered goods may be increased.


7. Save as expressly provided for in Clause 8 below and as required by law, no guarantees, representations, conditions or warranties are made in respect of the goods and any

guarantee, representation, condition or warranty given (either expressly or by implication) in the course of dealing (whether by the Seller or any agent) or implied by statute, custom or

otherwise, is hereby excluded and the Seller shall have no liability in contract or tort in respect of the goods or for any loss or damage sustained by reason of any defects in the goods (whether as a result of negligence on the part of the Seller or its agents or otherwise).


8.  Subject to Clause 9 hereof, if the goods fail materially to correspond with the sample (where the sale is by sample) or with the description (where the sale is by description), the Seller shall give a reasonable credit or allowance in respect thereof or, at its option, replace the non-corresponding goods provided that:

(a) such credit, allowance or replacement will not be given unless the Buyer notifies the Seller in writing of its complaint within 2 working days after the Buyer first has a reasonable opportunity to examine the goods.

(b)  the Buyer places the non-corresponding goods aside for inspection by the Seller's representative, and

(c)  goods previously supplied by the Seller shall not be a sample for goods subsequently sold and the Seller does not warrant or make it a condition that goods of the same description  will correspond precisely either as to composition, manufacture, characteristics or otherwise.

9.(a)      The Seller shall not be liable for:

(i) any claim made against the Buyer in respect of the goods by any third party (whether as a result of the Seller's negligence or otherwise);


(ii) any deterioration in the goods following improper or excessively long storage after delivery;


(iii) any variation in the nature, strength, quality or quantity of the goods caused by the passage of time or the elements;


(iv) loss of profit or consequential loss of any kind howsoever caused.

(b) Without prejudice to the other provisions hereof, claims for loss or damage in transit will only be considered if the carrier is advised within 24 hours of delivery and the Seller is notified in writing within such period as will enable a valid claim to be made against the carrier.

(c) Goods may only be returned to the Seller in whole or part with its prior written consent.

The Buyer must obtain a return merchandise authorization number (RMA) from the Seller and write that number on the outside of the return package and quote that number in all correspondence.

Any goods returned to the Seller will be at the risk of the Buyer until duly received by the Seller and the Buyer must insure the goods accordingly.

(d) The contract may not be cancelled in whole or part without the Seller’s prior written consent.

(d)        In no circumstances shall the Seller's liability in respect of goods exceed the contract price thereof.


10.(a) The Seller shall be entitled to charge interest on a daily basis at the rate of 3 per cent over the base rate of Barclays Bank PLC from time to time in force on;

             (i) all overdue payments: and

(ii) the price of any goods of which the Buyer fails to take delivery from the date upon which such goods were available for delivery until the date of actual delivery or disposal to an alternative customer.

(b) Without prejudice to its other rights and remedies, the Seller shall be entitled to suspend or cancel further deliveries under this and any other contract between the parties:-

(i)if payment is overdue;


(ii) if the Buyer fails to take delivery of any goods or commits any other breach of this or any other contract between the parties;


(iii) (after invoice) if and to the extent that the value of the goods delivered but not paid for exceeds or, if delivered, would exceed the Buyer's credit limit, whether or not advised to the

Buyer and whether or not payment is overdue;


(iv) if the Buyer commits an act of bankruptcy or becomes bankrupt or commences to be wound up or makes an arrangement or composition with its creditors or a receiver is

appointed over all or part of its assets or undertaking or suffers or undergoes any analogous foreign process.

        (c) Time of payment shall be of the essence of the contract.

(e)         All payments shall be made without deduction or set-off of any kind.


11.(a) Risk in the goods shall pass to the buyer on handing over the goods by the seller to the buyer or on handing over the goods to the Sellers Agent or Carrier or from the date that the goods are ready for collection by the buyer or the Buyers Agent or Carrier. Any return of goods from the Seller's premises to the Buyer's Premises shall be at the Buyer's risk unless such goods are carried by the Seller or its Agent or Carrier.

(b) Property in the goods shall pass to the Buyer only when full payment of all monies due from the Buyer to the Seller have been paid and pending the passing of property therein the Buyer shall hold the goods as bailee for the Seller.

(c) Without prejudice to any other rights and remedies available to the Seller, if the Buyer resells the goods before full payment has been received as aforesaid, the Buyer shall hold the proceeds of resale (and any rights if may have against the purchaser thereof) as trustee for the Seller and shall place such proceeds in a separate Bank account and hold the same to the Seller’s order.

(d) If the Buyer defaults in the payment of any amount due hereunder or in any of the circumstances set out in clauses 10(b)(iv) or 13(a) hereof the Seller shall be entitled to repossess the goods (without prejudice to any other rights or remedies arising out of such a default or circumstance) and for this purpose the Seller and its agents shall  be entitled to enter upon any land or buildings on or in which the goods may be situated and to remove the same All costs incurred by the Seller or by its agents in connection with such repossession shall be borne by the Buyer.

(e) Notwithstanding the repossession of the goods. the Buyer shall remain liable to pay the price thereof (and any interest accrued thereon). Any goods so repossessed may be sold by the Seller and the proceeds of sale or the contract price of the goods so sold (if less) set off against the amount due to it and any expenses of the Seller on resale, but without prejudice to the Buyer's obligation to pay any balance outstanding.

(f) During such time as property in the goods remains in the Seller, the Buyer shall store or otherwise keep the same in such way as clearly to indicate at all times that the said property remains in the Seller and shall not remove. obscure or delete any labels or marks placed on the goods which may enable the goods to be identified as the Seller's.

 (g) If the goods become constituents of other products white property therein remains in the Seller, the Seller shall become the owner of such other products as if they were the goods sold hereunder and accordingly paragraphs (b) to (f) shall apply mutatis mutandis to such products provided that if the Seller sells such other products or any part thereof (without being under any duty to obtain the best price therefor) the Seller shall give the Buyer credit for any sums received by the Seller in excess of the amount due to the Seller hereunder.

(h) Nothing in this Clause 11 shall have the effect of or be construed as creating any privity of contract between the Seller and any person to whom the Buyer sells the goods.


12. Each delivery of goods under the contract shall be deemed to constitute a separate contract to which the terms and conditions hereof shall mutatis mutandis apply provided that this provision shall be subject to, and shall in no way derogate from the Seller’s rights under Clause 10(b) above to suspend or terminate the whole contract in the circumstances there mentioned.


 13 .(a) The Buyer shall not alter, remove, conceal or otherwise interfere with any labels or other indication of the source of origin of the goods.

(b)        The Buyer does not have and shall not acquire in relation to the goods any interest whatsoever in any trade mark to which the Seller or any other person is entitled.

(c)        If the Buyer advertises for sale any goods which are the subject of trade mark protection, the Buyer shall procure that the advertisement clearly indicates the fact of such protection.

(d) The Buyer shall promptly notify the Seller of any infringement of trade mark relating to the goods of which the Buyer becomes aware.

14. The Buyer shall indemnify the Seller in full and keep the Seller so indemnified from and against any action, claim or demand made by any third party in respect of the goods (other than a claim that the label under which the goods are hereby sold infringes a trade mark belonging to such third party) and all costs and expenses including without limitation legal costs and expenses suffered or incurred by the Seller in connection therewith.


15     .(a) No failure or delay on the Seller's part in exercising any right under the contract shall operate as a waiver thereof nor shall any single or partial exercise of any such right preclude its further exercise.

(b) Where any provision of the contract is held to be wholly or partially invalid or unenforceable, then such provision (or the invalid or unenforceable part thereof) shall be treated as severable and the remainder of the contract and the remaining part of such provision (if any) shall be unaffected by such invalidity or unenforceability. Nothing within the terms wherever it may arise is intended to exclude liability for death or personal injury arising out of the Sellers negligence, nor to exclude any other liability of the Seller which cannot be excluded by Law.


16.  The contract shall be governed by English law and any dispute arising out of or in connection with the contract shall be referred to the High Court of Justice or the Willesden County Court.