The customer’s attention is drawn in particular to the provisions of clause 8.

1. Interpretation

1.1           Definitions:

1.2           Interpretation

1. 1. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
   2. A reference to a party includes its successors and permitted assigns.
   3. A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
   4. Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
   5. A reference to writing or written excludes fax and email.

2. Basis of Contract

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Customer are complete and accurate. The Customer shall give Trafford Rubber Products Limited all necessary information that it reasonably requires to fulfil each Order.

2.3 The Order shall only be deemed to be accepted when Trafford Rubber Products Limited issues a written acceptance of the Order, at which point and on which date the Contract shall come into existence.

2.4 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.

2.5 Any samples, drawings or advertising produced by Trafford Rubber Products Limited and any illustrations contained in Trafford Rubber Products Limited catalogues or brochures or on its website are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.

2.6 A quotation for the Goods given by Trafford Rubber Products Limited shall not constitute an offer. A quotation shall only be valid for a period set out on the relevant quotation or a period of 20 Business Days from its date of issue if no such period is stated on the quotation.

3. Goods

3.1 The Goods are described in Trafford Rubber Products Limited’s website and/or relevant paperwork.

3.2 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify Trafford Rubber Products Limited against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by Trafford Rubber Products Limited in connection with any claim made against Trafford Rubber Products Limited for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with Trafford Rubber Products Limited’s use of the Specification. This clause 3.2 shall survive termination of the Contract.

3.3 Trafford Rubber Products Limited reserves the right to amend the Specification if required by any applicable statutory or regulatory requirement, and Trafford Rubber Products Limited shall notify the Customer in any such event.

3.4                The measurements of the Goods are accepted by the Customer.

3.5          The Customer shall satisfy itself as to the suitability of the Goods for its intended use.

3.6 If any raw materials used by Trafford Rubber Products Limited to manufacture the Goods are insufficient to meet the requirements of the Customer, Trafford Rubber Products Limited shall be entitled to reduce or curtail deliveries of the Goods and shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by an insufficiency of supply of raw materials.  Trafford Rubber Products Limited shall advise the Customer of any delays in delivery of the Goods caused by an insufficiency of supply of raw materials.

4. Delivery

4.1             Trafford Rubber Products Limited shall ensure that:

1. each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the contract number, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
2. if Trafford Rubber Products Limited requires the Customer to return any packaging materials to Trafford Rubber Products Limited, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as Trafford Rubber Products Limited shall reasonably request. Returns of packaging materials shall be at Trafford Rubber Products Limited’s expense.

4.2 Trafford Rubber Products Limited shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after Trafford Rubber Products Limited notifies the Customer that the Goods are ready.

4.3 Delivery is completed on the completion of unloading of the Goods at the Delivery Location.

4.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.

4.5 Trafford Rubber Products Limited shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide Trafford Rubber Products Limited with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.6 If the Customer fails to accept delivery of the Goods within 5 Business Days of Trafford Rubber Products Limited notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or Trafford Rubber Products Limited’s failure to comply with its obligations under the Contract in respect of the Goods:

1. delivery of the Goods shall be deemed to have been completed at 9:00 am on the third Business Day after the day on which Trafford Rubber Products Limited notified the Customer that the Goods were ready; and
2. Trafford Rubber Products Limited shall store the Goods until actual delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

4.7 If 10 Business Days after the day on which Trafford Rubber Products Limited notified the Customer that the Goods were ready for delivery the Customer has not taken actual delivery of them, Trafford Rubber Products Limited may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, charge the Customer for any shortfall below the price of the Goods.

4.8 If Trafford Rubber Products Limited delivers more or less than the quantity of Goods ordered the Customer may not reject them.

4.9 Trafford Rubber Products Limited may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
4.10 The Customer shall provide safe and sufficient facilities for the reception of the Goods and shall indemnify Trafford Rubber Products Limited against any damages, claims or costs arising from a breach of this condition.

5. Quality

5.1 Trafford Rubber Products Limited warrants that on delivery, and for a period of 8 weeks from the date of delivery (Warranty Period), the Goods shall:

1. conform in all material respects with their description;
2. be free from material defects in design, material and workmanship;
3. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
4. be fit for any purpose held out by Trafford Rubber Products Limited.

5.2           Subject to clause 5.3, if:

1. the Customer gives notice in writing to Trafford Rubber Products Limited during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;
2. Trafford Rubber Products Limited is given a reasonable opportunity of examining such Goods; and
3. the Customer (if asked to do so by Trafford Rubber Products Limited) returns such Goods to Trafford Rubber Products Limited place of business at the Customer’s cost,

Trafford Rubber Products Limited shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

5.3 Trafford Rubber Products Limited shall not be liable for the Goods’ failure to comply with the warranty set out in clause 5.1 if:

1. the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;
2. the defect arises because the Customer failed to follow Trafford Rubber Products Limited’s oral or written instructions as to the storage, commissioning, installation, use or maintenance of the Goods or (if there are none) good trade practice regarding the same;
3. the defect arises as a result of Trafford Rubber Products Limited following any drawing, design or specification supplied by the Customer;
4. the Customer alters or repairs such Goods without the written consent of Trafford Rubber Products Limited;
5. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
6. the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

5.4 Except as provided in this clause 5, Trafford Rubber Products Limited shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.
5.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
5.6 These Conditions shall apply to any repaired or replacement Goods supplied by Trafford Rubber Products Limited.

6. Title and Risk

6.1               The risk in the Goods shall pass to the Customer on completion of delivery.

6.2              Title to the Goods shall not pass to the Customer until the earlier of:

1. Trafford Rubber Products Limited receives payment in full (in cash or cleared funds) for the Goods and any other goods that Trafford Rubber Products Limited has supplied to the Customer, in which case title to the Goods shall pass at the time of payment of all such sums; and
2. the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 6.4.

6.3               Until title to the Goods has passed to the Customer, the Customer shall:

1. store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Trafford Rubber Products Limited’s property;
2. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
3. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
4. notify Trafford Rubber Products Limited immediately if it becomes subject to any of the events listed in clause 9.1(b) to clause 9.1(d); and
5. give Trafford Rubber Products Limited such information as Trafford Rubber Products Limited may reasonably require from time to time relating to:

1. the Goods; and
2. the ongoing financial position of the Customer.

6.4 Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before Trafford Rubber Products Limited receives payment for the Goods. However, if the Customer resells the Goods before that time:

1. it does so as principal and not as Trafford Rubber Products Limited’s agent; and
2. title to the Goods shall pass from Trafford Rubber Products Limited to the Customer immediately before the time at which resale by the Customer occurs.

6.5 At any time before title to the Goods passes to the Customer, Trafford Rubber Products Limited may:

1. by notice in writing, terminate the Customer’s right under clause 6.4 to resell the Goods or use them in the ordinary course of its business; and
2. require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

7. Price and Payment

7.1 The price of the Goods shall be the price set out in the Sales Order Acknowledgements, or, if no price is quoted, the price set out in Trafford Rubber Products Limited’s published price list in force as at the date of delivery.

7.2 Trafford Rubber Products Limited may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

1. any factor beyond Trafford Rubber Products Limited’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
2. any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
3. any delay caused by any instructions of the Customer or failure of the Customer to give Trafford Rubber Products Limited adequate or accurate information or instructions.

7.3           The price of the Goods:

1. excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to Trafford Rubber Products Limited at the prevailing rate, subject to the receipt of a valid VAT invoice; and
2. excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer

7.4 Trafford Rubber Products Limited may invoice the Customer for the Goods on or at any time after the completion of delivery.

7.5 Trafford Rubber Products Limited may require payment of each invoice submitted by Trafford Rubber Products Limited on or before delivery of the Goods.

7.6 Subject to clause 7.5, the Customer shall pay each invoice submitted by Trafford Rubber Products Limited:

1. within 30 days of delivery of the Goods; and
2. in full and in cleared funds to a bank account nominated in writing by Trafford Rubber Products Limited, and
3. time for payment shall be of the essence of the Contract.

7.7 If the Customer fails to make a payment due to Trafford Rubber Products Limited under the Contract by the due date, then, without limiting Trafford Rubber Products Limited’s remedies under clause 9, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.7 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

7.8 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

8. Limitation Of Liability

8.1 References to liability in this clause 8 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

8.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
2. fraud or fraudulent misrepresentation;
3. breach of the terms implied by section 12 of the Sale of Goods Act 1979; and
4. defective products under the Consumer Protection Act 1987.

8.3 Subject to clause 8.2, Trafford Rubber Products Limited’s total liability to the Customer shall not exceed 125% of the value of the Goods.

8.4 Subject to clause 8.2, the following types of loss are wholly excluded:

1. loss of profits;
2. loss of sales or business;
3. loss of agreements or contracts;
4. loss of anticipated savings;
5. loss of use or corruption of software, data or information;
6. loss of or damage to goodwill; and (g) indirect or consequential loss.

8.5 Unless a party notifies the other party that it intends to make a claim in respect of an event within the notice period, the other party shall have no liability for that event. The notice period for an event shall start on the day on which the party wishing to make a claim became, or ought reasonably to have become, aware of the event having occurred (as opposed to it becoming aware of its having grounds to make a claim in respect of it) and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

8.6 This clause 8 shall survive termination of the Contract.

9. Termination

9.1 Without limiting its other rights or remedies, Trafford Rubber Products Limited may terminate this Contract with immediate effect by giving written notice to the Customer if:

1. the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
2. the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
3. the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
4. the Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

9.2 Without limiting its other rights or remedies, Trafford Rubber Products Limited may suspend provision of the Goods under the Contract or any other contract between the Customer and Trafford Rubber Products Limited if the Customer becomes subject to any of the events listed in clause 9.1(b) to clause 9.1(d), or Trafford Rubber Products Limited reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

9.3 Without limiting its other rights or remedies, Trafford Rubber Products Limited may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

9.4 On termination of the Contract for any reason the Customer shall immediately pay to Trafford Rubber Products Limited all of Trafford Rubber Products Limited’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, Trafford Rubber Products Limited shall submit an invoice, which shall be payable by the Customer immediately on receipt.

9.5 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

9.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

10. Forcce Majeure

Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 2 months, the party not affected may terminate the Contract by giving 14 days’ written notice to the affected party.

11. General

11.1            Assignment and other dealings.

1. Trafford Rubber Products Limited may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
2. The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Trafford Rubber Products Limited.

11.2         Confidentiality.

1. 1. Each party undertakes that it shall not at any time during the Contract and for a period of 2 years after termination of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 11.2(b).
   2. Each party may disclose the other party’s confidential information:
      1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 11.2; and
      2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

Neither party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

11.3          Entire agreement.

1. The Contract constitutes the entire agreement between the parties.
2. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

11.4 Variation: No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

11.5 Waiver

1. Except as set out in clause 2.4, a waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
2. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

11.6 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 11.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

11.7 Notices.

1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by prepaid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).
2. Any notice shall be deemed to have been received
   1. if delivered by hand, at the time the notice is left at the proper address; and
   2. if sent by pre-paid first-class post or other next working day delivery service, at 9:00 am on the two Business Day after posting.
3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

11.8 Third party rights.

The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

11.9 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.

11.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including noncontractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.