Terms and conditions

Conditions of sale for goods and services

1. Interpretation

1.1 In these conditions of sale the following words will (unless the context otherwise requires) have thefollowing meanings:“Conditions” means the conditions set out below and overleaf. Where any terms below conflict withany terms overleaf the terms overleaf will take precedence.“Contract” means any contract between Rettig and the Customer for the sale of any Works.“Customer” means the company, firm, body, person, individual or other party purchasing the Works.“Customer’s Property” means any patterns, drawings, specifications, designs, packagings and anyother equipment, goods, materials, instructions or information supplied by or on behalf of theCustomer (or a third party nominated by the Customer) to Rettig in connection with the Works.“Goods” means any goods agreed in the Contract to be provided by Rettig to the Customer (includingbut not limited to the whole or any part or parts of them, any raw materials, finished or semi-finishedmaterials, parts, spares, commodities and any materials, articles or commodities supplied inconnection with the Services).“IPR” means patents, trade marks and service marks, rights in designs, trade or business names,copyright (including rights in computer software), database rights and topography rights (whether ornot any of these is registered and including applications for registration of any such thing) and all rightsor forms of protection of a similar nature or having equivalent or similar effect to any of these whichmay subsist anywhere in the world.“Services” means any work and/or services agreed in the Contract to be provided by Rettig to theCustomer (including but not limited to the whole or any part or parts of them).“Warranty Period” means unless otherwise agreed in writing the warranty period set out in clause 7.3.“Works” means the Goods and/or the Services (as appropriate).

1.2 Any reference to any statute or statutory provision will (unless the context otherwise requires) beconstrued as a reference to that statute or statutory provision as may be amended, consolidated,modified, extended, re-enacted or replaced from time to time.

1.3 The headings are for reference only and will not affect the interpretation of these Conditions.

1.4 Rettig reserves the right at anytime without liability to correct any clerical, typographical or othersimilar errors or omissions made by its employees.

2. Quotations

2.1 Any quotation (whether written or oral) is given on the basis that no contract will come into existence otherwise than in accordance with the provisions of clauses 3.5 and 3.6.

2.2 Unless otherwise agreed in writing any quotation is valid only for a period of 45 days from its date of issue provided that Rettig has not previously withdrawn it by written or oral notice to the Customer.

2.3 Each quotation clearly sets out the scope of the Works and is based on any instructions, information and specification provided by the Customer. Rettig reserves the right (in its absolute discretion) to amend the quoted price to cover any increase which may arise as a result of additional Works being requested (and agreed) or additional or incomplete instructions or information being provided.

3. Application of terms

3.1 (Subject to clause 3.4) these Conditions are the only conditions on which Rettig is prepared to deal with the Customer and they will apply to and govern the Contract and all of Rettig’s future supplies to the Customer.

3.2 No terms, conditions or warranties endorsed upon, delivered with, referred to or stipulated or contained in any purchase order or other similar document delivered or sent by the Customer to Rettig, whether before or after the date of the Contract, will form part of the Contract.

3.3 Any reference overleaf to the Customer’s purchase order or other similar document will not be deemed to imply that any terms, conditions or warranties endorsed upon, delivered with, referred to or stipulated or contained in such purchase order or other similar document will have effect to the exclusion or amendment of these Conditions.

3.4 Any variation to or waiver of or addition to these Conditions and any representation or advise about the Works will have no effect unless it is expressly agreed in writing, contains a specific reference to these Conditions and is signed by a duly authorised officer of both parties.

3.5 Each purchase order for Works issued by the Customer will be deemed to be an offer by the Customer to purchase Works subject to these Conditions.

3.6 No purchase order placed by the Customer will be deemed to be accepted by Rettig until a written acknowledgement of order is issued by Rettig or (if earlier) Rettig supplies the Works to the Customer. If Rettig has not given a written acknowledgement of order provided the Customer has had prior notice of these Conditions these Conditions will apply to the Contract.

3.7 The Customer must ensure that the content of its purchase order and any applicable specification are complete and accurate.

3.8 Unless otherwise agreed in writing all samples, software, drawings, illustrations, descriptions, specifications, technical data, advertising and other similar information issued by Rettig or contained in Rettig’s catalogues, brochures, trade literature, price lists or other similar published materials are issued or published only for the purpose of giving an approximate idea of the Works described in them and will not form part of the Contract.

3.9 Any purchase order which has been accepted by Rettig in accordance with clauses 3.5 and 3.6 may only be cancelled, suspended, deferred, postponed or varied by the Customer with the prior written consent of Rettig and on terms that the Customer will indemnify Rettig in full against all losses (including but not limited to loss of profit), costs (including but not limited to inventory and other commitments made by Rettig as a result of such purchase order), damages, charges and expenses incurred (directly or indirectly) by Rettig as a result of such cancellation, suspension, deferment, postponement or variation.

4. Delivery

4.1 Any times specified or agreed by Rettig for the delivery of the Works are given in good faith but are an estimate only. If no time is specified or agreed by Rettig delivery will take place within a reasonable time. The time for the delivery of the Works will not be of the essence of the Contract.

4.2 Rettig will use its reasonable endeavours to deliver the Works within the times set out in clause 4.1 but Rettig will not be liable for the consequences of any delay or failure to deliver if the duration of the delay is not substantial or if the delay or failure is due to any circumstances beyond Rettig’s reasonable control or of an unexpected or exceptional nature.

4.3 (Subject to the provisions of clause 4.4) delivery will be deemed to take place and the Customer will be responsible for off loading when the Works are delivered to the Customer at such place as the parties may agree.

4.4 If Rettig agrees to permit the Customer to collect the Works from Rettig’s place of business Rettig will notify the Customer that the Works are ready for collection and delivery will be deemed to take place when the Customer collects the Works from Rettig’s place of business. The Customer will be responsible for loading. Unless otherwise agreed in writing the Customer will collect the Works within 7 working days of the issue of such notice.

4.5 Rettig will use its reasonable endeavours to ensure where necessary that the Works will be packed so as to be adequately protected against damage in normal conditions of transit of usual duration. Unless it has agreed to permit the Customer to collect the Works Rettig will make its normal arrangements for the carriage of the Works. The Customer will indemnify Rettig against any additional costs or expenses which Rettig incurs as a result of any carriage which is agreed between the parties which is outside Rettigs normal carriage arrangements. Such additional costs and/or expenses to be paid by the Customer when it is due to pay for the Works.

4.6 Rettig may deliver the Works in instalments. Deliveries of further instalments may be withheld until the Works comprised in earlier instalments have been paid for in full. Default by Rettig (howsoever caused) in respect of one or more instalments will not entitle the Customer to terminate the relevant Contract as a whole.

4.7 In the event of any delay in the delivery or collection of any Goods and/or the performance of any Services which are attributable to the Customers actions or failure to act then: (a) delivery of the Goods and/or performance of the Services will be deemed to have taken place at the time at which but for such delay or delays such delivery or performance would have taken place and any extra costs (including but not limited to storage, insurance and redelivery costs) incurred as a result of such delay or delays will be added to the Contract price and will be payable by the Customer; and (b) Rettig may sell or otherwise dispose of such Goods [as it sees fit] by giving not less than 28 days written notice of its intention to the Customer and deduct any monies payable to Rettig by the Customer from the sale proceeds and account to the Customer for any excess or charge the Customer for any shortfall.

4.8 Where the Works are to be supplied from stock such supply is subject to the availability of the stock at the date of delivery.

4.9 On delivery to the Customer all Works should be examined. Rettig will not be liable for any shortages in or non-delivery of the Works (even if caused by Rettig’s negligence) unless the same is notified in writing by the Customer to Rettig (together with all relevant details) within 3 days of the actual or anticipated date of delivery (as appropriate). Subject to such notice being provided Rettig will, if it is reasonably satisfied that any Works have not been delivered as a result of Rettig’s fault (in its sole discretion) either arrange for redelivery as soon as reasonably possible or give credit (at the pro rata Contract price) to the Customer for such Works. Any shortages in or non-delivery of part of the Works will not affect the Contract in respect of the other parts of the Works.

4.10 If Rettig complies with clause 4.9 it will (subject to clause 8.2) have no further liability (in contract, tort or delict (including but not limited to negligence) or otherwise) for such shortages or non delivery.

4.11 Whilst Rettig will use reasonable endeavours to supply the exact quantity of the Works ordered by the Customer all quantities are approximate only and Rettig may supply and the Customer will accept more or less than the exact quantity ordered where such variance is within reasonable limits. A pro rata charge or allowance at the Contract price will be made to cover any such variation.

4.12 The Customer (at its own expense) will ensure that the place where delivery of the Goods or performance of the Services is to take place is adequate and appropriate for such delivery or performance and will provide such access, assistance, equipment, facilities, protection, manual labour and information as may be required to enable Rettig to perform its obligations under this Contract and any relevant statutory obligations.

5. Risk and ownership

5.1 (Unless otherwise agreed in writing) the Goods are at the risk of the Customer from the time ofdelivery or deemed delivery of such Goods to the Customer (as appropriate) or payment of the pricefor such Goods in accordance with these Conditions (whichever is the sooner) and loading (under clause4.4) and off loading (under clause 4.3) will be at the Customer’s risk.

5.2 (Notwithstanding that risk in the Goods will pass to the Customer in accordance with the provisions ofclause 5.1) ownership of the Goods (both legal and equitable) will remain with Rettig (unless ownershipis properly vested in some other person by the operation of any statute) until Rettig has received infull (in cash or cleared funds):(a) all sums due in respect of the Goods; and(b) all other sums which are or which become due to Rettig from the Customer on any account.

5.3 Until ownership of the Goods has passed to the Customer under clause 5.2, the Customer will:(a) hold the Goods on a fiduciary basis as Rettig’s bailee and trustee;(b) keep the Goods free from any charge, lien or other encumbrance;(c) store the Goods (at no cost to Rettig) separately from all other goods or materials of the Customeror any third party in such a way that they remain readily identifiable as Rettig’s property andeasily accessible to Rettig;(d) allow Rettig access at any reasonable time to enable Rettig to verify that the Customer hascomplied with its obligations under clause 5.3(c) above;(e) not destroy, deface or obscure any identifying mark on the Goods or their packaging;(f) maintain the Goods in a satisfactory condition, insured on Rettig’s behalf for their full priceagainst all usual risks to the reasonable satisfaction of Rettig and on request produce such policyof insurance to Rettig;(g) hold all proceeds of the insurance referred to in clause 5.3(f) on trust for Rettig and not mix itwith any other money or pay the proceeds into any overdrawn bank account; and(h) not incorporate, attach or annex the Goods to any real property without Rettig’s prior writtenconsent.

5.4 The Customer may resell, use or otherwise dispose of the Goods before ownership has passed to it onlyif any such sale, use or disposition:(a) will be effected in the ordinary course of the Customer’s business in an arms length transaction;and(b) will be a sale, use or disposition on the Customers own behalf and the Customer will deal asprincipal when marking such sale, use or disposition.

5.5 Once payment becomes overdue, Rettig may while the owner of the Goods (without prejudice to itsother rights) demand the immediate return of the Goods at any time and the Customer must complywith (and bear the cost of) such demand immediately. If the Customer fails to return such Goods,Rettig or its successors in title, and their respective employees and agents, may enter the Customer’spremises (with or without vehicles) to remove the Goods (the cost of which shall be borne by theCustomer) and/or may sell or otherwise deal with the Goods.

5.6 Rettig will be entitled to recover payment for the Goods notwithstanding that ownership of any of theGoods has not passed from Rettig.

5.7 The Goods will be deemed sold or used in the sequence delivered to the Customer.

5.8 Each clause and sub clause in the clause 5 is separate, distinct and severable from the others.

6. Price and payment

6.1 Where the Works are sold by reference to Rettig’s published price list, the price payable for the Works will be the price as published in the price list current at the date of delivery of the Works.

6.2 Where the Works are not sold by reference to Rettig’s published price list the price stated in the Contract is based on the cost to Rettig of goods, materials, fuel, power, transport, taxes, duties, services, labour and all other costs at the date of Rettig’s quotation or acknowledgement of order (whichever is earlier). If at the date of delivery or deemed delivery of the Works there has been any increase in all or any of such costs, the price payable for the Works may be increased by Rettig accordingly.

6.3 Quotations given in a currency other than sterling are based on the rate of exchange at the time of quoting and (unless otherwise agreed in writing between the parties) the price may be subject to revision if any different rate of exchange is ruling at the date of invoice.

6.4 (Unless otherwise agreed in writing) the price for the Works is exclusive of any value added tax (and any other tax or duty relating to the manufacture, transportation, sale or delivery of the Works) and any costs or charges in relation to export and/or import. Such costs and expenses will be paid by the Customer when it is due to pay for the Works. The price includes carriage in accordance with Rettigs normal arrangements.

6.5 Where Rettig agrees (in its discretion) to bring forward the date of delivery of the Works at the Customers request any overtime or other additional costs reasonably incurred by Rettig will be charged to the Customer in addition to the Contract price.

6.6 Unless otherwise agreed in writing, Rettig may invoice the Customer for the Works at any time after the delivery or deemed delivery of the Works or the delivery or deemed delivery of any instalment (as appropriate). If any delivery is postponed at the request or by the default of the Customer then Rettig may submit its invoice at any time after the Works are ready for delivery or would have been ready in the ordinary course but for the request or default on the part of the Customer.

6.7 Customers who have been granted by Rettig (in its sole discretion) a credit account facility will (unless otherwise agreed in writing) pay the price within 30 days of the date of Rettig’s invoice. Rettig may (in its sole discretion) amend the terms of or withdraw such credit account facility at any time without notice with immediate effect and on such withdrawal all amounts due or accruing to Rettig under the Contract will become immediately payable despite any other provision of these Conditions.

6.8 Where Rettig grants a credit account facility under clause 6.7 Rettig may in its absolute discretion (from time to time) set or vary any existing credit limit in relation to such credit account.

6.9 Where the Customer has placed a purchaser order which exceeds the current credit limit determined in accordance with clause

6.8 (even where Rettig has accepted such purchase order in accordance with these Conditions) Rettig may without any liability to the Customer defer or suspend delivery of any Works of any instalment or deliver a quantity less than that ordered until payment has been received from the Customer which brings the whole of the Customers current orders within such credit limit.

6.10 Customers who have not been granted a credit account facility will (unless otherwise agreed in writing) pay the price 10 days prior to delivery of the Works.

6.11 No payment will be deemed to have been received until Rettig has received cleared funds.

6.12 Time for payment will be of the essence of the Contract.

6.13 All payments payable to Rettig under the Contract will become due immediately on termination of this Contract notwithstanding any other provision of these Conditions.

6.14 The Customer will make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by Rettig to the Customer.

6.15 Rettig may (but will not be obliged) at any time or times without notice to the Customer set off any liability of the Customer to Rettig against any liability of Rettig to the Customer (in either case howsoever arising and whether such liability is present, future, liquidated or unliquidated). Any exercise by Rettig of its rights under this Contract will be without prejudice to any other rights or remedies available to Rettig under this Contract or otherwise.

6.16 If the Customer delays or fails to pay Rettig any sum due pursuant to the Contract the Customer will be liable to pay interest to Rettig on such sum from the due date for payment at an annual rate of 3% above the base lending rate of Barclays Bank Plc from time to time accruing on a daily basis until payment is made in full (whether before or after any judgement). Rettig reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

6.17 Without prejudice to the provision of clause 6.16 if the Customer delays or fails or Rettig reasonably believes that the Customer will delay or fail to pay for the Work or any other work under any other contract when due Rettig may: (a) demand payment of all outstanding balances whether due or not under this Contract or any other contract between the Customer and Rettig; (b) treat the Contract or any other contract between the Customer and Rettig as repudiated by the Customer; (c) suspend any future performance by Rettig of the Contract or any other contract between the Customer and Rettig until all overdue sums have been paid; and/or (d) appropriate any payments made by the Customer to such of the Works (or such works supplied under any other contract between the Customer and Rettig) as Rettig may think fit (notwithstanding any purported appropriation by the Customer).

6.18 The Customer will indemnify Rettig against all costs and expenses (including but not limited to legal and other debt collection expenses) incurred by Rettig in recovering and/or attempting to recover any amounts due to Rettig from the Customer under these Conditions.

7. Quality

7.1 Where Rettig is not the manufacturer of the Goods or the performer of the Services Rettig will use all reasonable endeavours to transfer to the Customer the benefit of any warranty or guarantee given to Rettig by such manufacturer or service performer.

7.2 Where Rettig is the manufacturer of the Goods or the performer of the Services Rettig warrants (subject to the provisions of this clause 7) that: (a) on delivery of the Goods and for the relevant Warranty Period the Goods will: (i) be of satisfactory quality, within the meaning of the Sale of Goods Act 1979 (as amended); and (ii) be reasonably fit for any particular purpose for which the Works are commonly supplied or are being bought (if the Customer has made known that purpose to Rettig in writing and Rettig has confirmed in writing that it is reasonable for the Customer to rely on the skill and judgement of Rettig); and (b) the Services will be performed with reasonable skill and care by properly qualified and experienced persons.

7.3 The Warranty Period means: (a) Radiators: 10 years from date of purchase. (b) Radiator Valves: 2 years from date of purchase. (c) Hydronic Underfloor Heating: 10 years for the pipe from date of purchase. 12 months on controls from date of purchase. (d) Towel Warmers: 10 years from date of purchase.

7.4 Rettig will not be liable for any breach of any of the warranties in clause 7.2 unless: (a) the Customer gives written notice of the defect to Rettig within 28 days of the date when the Customer discovers or ought reasonably to have discovered the defect; (b) (if the defect is as a result of damage in transit) the Customer gives written notice of the defect to the carrier in the manner and within the appropriate time limit as set out in the carriers terms of business; and (c) Rettig is given a reasonable opportunity after receiving such notice to examine such Works and the Customer (if reasonably requested to do so by Rettig) returns such Works to Rettig’s place of business (at the Customer’s cost) for the examination to take place there.

7.5 Rettig will not be liable for a breach of any of the warranties in clause 7.2 where and to the extent that: (a) the defect arises from the Customer’s Property or as a result of the Customer’s negligence; (b) the defect arises as a result of fair wear and tear, accident, misuse, misservice, wilful damage, neglect, or abnormal or incorrect working conditions after delivery; (c) the defect arises as a result of any changes or modifications made to the Goods not made by Rettig (including but not limited to bending or curving of the Goods); (d) the defect arises as a result of any parts, materials or equipment not manufactured or workmanship not performed by Rettig; (e) the Customer makes any further use of such Works after giving written notice of the defect; (f) the defect arises because of any failure to follow Rettig’s instructions (whether oral or in writing) as to the storage, assembly, installation, commissioning, use, processing, handling or maintenance of the Works or (if there are none) good trade practice; (g) the defect arises as a result of any installation, testing or commissioning of the Works not performed by Rettig or its sub-contractor; (h) the defect arises as a result of any alteration, servicing or repair of the Works not made by Rettig and without the written consent of Rettig; or (i) the Contract states that the Works are sold in their actual state without warranty.

7.6 (Subject to clauses 7.4 and 7.5) if any of the Works do not confirm with any of the warranties set out in clause 7.2 Rettig will at its option and cost repair or replace such Goods (or the defective part), reperform such Services or refund the price of such Works at the pro rata Contract rate.

7.7 If Rettig complies with clause 7.6 it will (subject to clause 8.2) have no further liability (in contract, tort or delict (including but not limited to negligence) or otherwise) for breach of any of the warranties in clause 7.2 in respect of such Works.

7.8 Any Goods replaced by Rettig in accordance with the provisions of clause 7.6 will belong to Rettig and any repaired or replacement Goods will be guaranteed on these terms for the unexpired portion of the relevant Warranty Period.

7.9 Where and to the extent that Rettig can show upon examination of the Works that there is no breach of any of the warranties set out in clause 7.2 the Customer will: (a) reimburse to Rettig all Rettig’s reasonable costs and expenses associated with such examination; and (b) if appropriate, recollect (at the Customer’s own risk and expense) such Works within 28 days from the date of Rettig’s notice that such Works are not in breach of such warranties.

7.10 Where Rettig has refunded or credited to the Customer’s credit account the price of any Works returned by the Customer, title to such Works will pass to Rettig which may in its absolute discretion dispose of such Works.

7.11 The Customer will keep Rettig indemnified in full against all liability, loss, damage, injury, cost, claim, expense or proceeding incurred or suffered by Rettig as a result of or in connection with any claim brought against Rettig arising as a direct or indirect consequence of: (a) the Customers failure to pass to and in a proper and reasonable manner drawing to the attention of all persons using or proposing to use the Goods (including but not limited to any purchaser of the Goods from the Customer or any subcontractor of the Customer) all information and instructions relating to and warnings in respect of the Goods as supplied by Rettig; and (b) the use of the Works with any other incompatible

8. Limitation of liability

THE PRICES CHARGED FOR THE WORKS ARE BASED STRICTLY ON THE UNDERSTANDING OF ACCEPTANCE BY THE CUSTOMER OF THE PROVISIONS IN THE CONTRACT FOR THE LIMITATION OF RETTIG’S LIABILITY. SHOULD THE CUSTOMER REQUIRE RETTIG TO ACCEPT ADDITIONAL LIABILITY THIS MAY BE DISCUSSED BETWEEN THE PARTIES AND THE PRICE INCREASED ACCORDINGLY.

8.1 All warranties, conditions and other terms implied by statute or common law (except for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.

8.2 Nothing in these Conditions excludes or limits the liability of Rettig for fraudulent misrepresentation or for any death or personal injury caused by Rettig’s negligence. THE CUSTOMER’S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF CLAUSES 8.3 AND 8.4

8.3 (Subject to clause 8.1, 8.2 and 9.2) Rettig will not be liable to the Customer in contract, tort, or delict (including but not limited to negligence), misrepresentation or otherwise for any: (a) economic loss of any kind (including but not limited to loss of use, profit, anticipated profit, business, contracts, overhead recovery, machining costs, revenue or anticipated savings); (b) any damage to the Customer’s reputation or goodwill; (c) any product recall or business interruption costs: or (d) any other special, indirect or consequential loss or damage (even if Rettig has been advised of such loss or damage) arising out of or in connection with the Contract.

8.4 (Subject to the provisions of clause 8.1, 8.2, 8.3 and 9.2) Rettig’s total liability in contract, tort or delict (including but not limited to negligence), misrepresentation or otherwise arising out of or in connection with this Contract will be limited to the amount received by Rettig for the claim under its insurance policy covering such risks (provided that nothing in these Conditions will oblige Rettig to obtain any insurance or claim upon any insurance which it holds) or £1 million (whichever is the greater). The Customer acknowledges that delay in notifying any claim may prevent Rettig recovering any money under such policy.

8.5 The provisions of this clause 8 shall survive the termination or expiry (for whatever reason) of this Contract.

9. The customer´s property

9.1 While Rettig will take reasonable care of the Customer’s Property whilst it is in Rettig’s possession, control or custody the Customer’s Property will (unless otherwise agreed in writing) remain at the Customer’s risk and all replacements and alterations of and repairs to the Customer’s Property will be the Customer’s responsibility.

9.2 Rettig will not be liable for any loss or damage to the Customer’s Property unless such loss or damage arises as a direct result of Rettig’s negligence. Where Rettig is liable under this clause 9.2 Rettig’s liability to the Customer will be limited to the actual cost of the replacement or repair of the loss or damage to the Customer’s Property.

9.3 The Customer will ensure that the Customer’s Property is accurate, adequate and suitable for use by Rettig in the performance of the Contract and in good condition. While Rettig will use reasonable endeavours to verify any relevant aspects of the Customer’s Property no responsibility is accepted by Rettig for its accuracy, adequacy, suitability or condition.

9.4 Any defect in the Works which is due in whole or in part to the Customer’s Property will not entitle the Customer to terminate the Contract, reject the Works, make any deductions from the Contract price or claim damages in respect of such defect.

9.5 The Customer will keep Rettig indemnified in full against all liability, loss, damage, injury, claim, action, demand, expense or proceeding awarded against or incurred by Rettig as a result of or in connection with the use by Rettig of the Customer’s Property.

9.6 Customers Property will for the purposes of clauses 9.1 and 9.2 of these Conditions only also include any Goods which the Customer has paid for in advance of delivery.

10. Pallets and skids

(Unless otherwise stated) pallets and skids will not be charged extra but if not returned to Rettig’s place of business (carriage paid) in good condition, within 3 weeks of receipt by the Customer Rettig will be entitled to charge the Customer for such pallets and skids.

11. Confidentiality

11.1 The Customer will keep confidential all technical data, commercial information, know-how, specifications, inventions, processes, initiatives and other information which is of a confidential nature and which has been disclosed to the Customer by Rettig or its agents and any other confidential information concerning Rettig’s business or its products which the Customer may obtain (“Confidential Information”).

11.2 The Customer will restrict disclosure of the Confidential Information to such of its employees, agents or subcontractors as need to know the same and will ensure that such employees, agents or subcontractors are subject to equivalent obligations of confidentiality as bind the Customer.

11.3 The Customer will not without the prior written consent of Rettig publish or disclose the Confidential Information to any third party or make any use of the Confidential Information except to the extent necessary to implement the Contract.

12. IPR

12.1 The Customer will keep Rettig indemnified in full against all liability, loss, damage, injury, claim, action, demand, expense or proceeding in respect of any infringement or alleged infringement of any IPR resulting from any use by Rettig of any Customers Property or any compliance by Rettig with the Customer’s instructions, whether express or implied.

12.2 Rettig reserves the right to cease any Work where it becomes aware that such Work (as a result of any use by Rettig of any Customer’s Property or compliance by Rettig with the Customer’s instructions) infringes or may infringe the IPR of any third party.

12.3 Rettig will have no liability to deliver any Work which (as a result of any use by Rettig of any Customers Property or compliance by Rettig with the Customer’s instructions) infringes or may infringe the IPR of any third party.

12.4 Without prejudice to any other rights Rettig may have, Rettig will be entitled to claim prompt reimbursement by the Customer upon submission of Rettig’s invoice for all work undertaken and for all costs and expenses incurred up to the date of cessation of the Work under clause 14.2.

12.5 (Unless otherwise agreed in writing) ownership in all IPR subsisting in, resulting from or relating to the Works, or any associated instructions, plans, illustrations, descriptions, blue prints, designs, technical information, drawings, sketches, documents or specifications (except where these relate solely to the Customer’s Property) will vest in or be assigned to Rettig. If the Customer in any way acquires any such rights it will promptly inform Rettig and take such steps as Rettig may reasonably require to assign such rights or vest such title in Rettig.

12.6 Provided that the Customer is not in default of any payment obligations under the Contract Rettig grants to the a Customer a non-exclusive, royalty free licence to use such IPR as may be owned by Rettig in accordance with clause 12.5 for the purpose of selecting the appropriate Works.

12.7 Whilst Rettig has used its reasonable endeavours to ensure that Works manufactured or performed by Rettig do not infringe any third party intellectual property rights nothing in these Conditions will be construed as any representation or warranty by Rettig that the design, manufacture, use or sale of the Works is not an infringement of any third party intellectual property rights.

13. Termination

13.1 Rettig may terminate the Contract immediately if: (a) the Customer fails to pay the price on the due date; (b) the Customer is in breach of any term of the Contract (other than the obligation to pay the price) and has failed to remedy such breach within 28 days of receipt of written notice specifying the breach and requiring it to be remedied; (c) there is a material change in the ownership or control of the Customer; or (d) the Customer is wound up or becomes insolvent or has a receiver or administrative receiver appointed or suffers the appointment or the presentation of a petition for the appointment of an administration or any equivalent or analogous event occurs in any other jurisdiction.

13.2 The termination of the Contract (howsoever arising) will be without prejudice to any rights and remedies which may have accrued to either party.

13.3 Any Conditions which impliedly have effect after termination or expiry will continue to be enforceable notwithstanding termination or expiry.

14. Export sales

14.1 Where the Works are supplied for export from the United Kingdom the provisions of this clause 14 will (subject to any special terms agreed in writing between the parties) apply despite any other provision of these Conditions.

14.2 The Uniform Laws on International Sales Act 1967 will not apply.

14.3 Unless otherwise agreed in writing the currency will be pounds sterling. The Customer will establish and maintain in favour of Rettig an irrevocable and confirmed letter of credit in English with a UK clearing bank payable on drafts drawn at sight on presentation to the bank by Rettig of a certified copy of Rettig’s invoice. All bank charges and other expenses in relation to the letter of credit will be borne by the Customer.

14.4 Unless otherwise agreed in writing Works will be sold C.I.F (as defined in INCOTERMS 2000 Edition).

14.5 The Customer will be responsible for complying with any legislation or regulation governing the export of the Works from the United Kingdom and the importation of the Works into the country of destination and for payment of any relevant duties or taxes.

15. Lien

Rettig will have in respect of unpaid debts due to it from the Customer a general lien on all property of the Customer which is in Rettig’s possession for whatever reason and whether worked upon or not.

16. Force majeure

Rettig will not be liable to the Customer or be deemed to be in breach of these Conditions by reason of any delay in performing or failure to perform any of its obligations under these Conditions if such delay or failure was beyond the Rettig’s reasonable control. If Rettig is unable to perform its obligations under these Conditions in accordance with this clause 16 it will promptly notify the Customer of the nature and extent of the circumstances in question.

17. Assignment and subcontracting

17.1 The Customer will not without the prior written consent of Rettig assign or transfer the Contract or any part of it to any other person.

17.2 Rettig may without the prior written consent of the Customer assign, transfer or subcontract the Contract or any part of it to any other person.

18. General

18.1 Each right or remedy of Rettig under these Conditions is without prejudice to any other right or remedy which Rettig may have under these Conditions or otherwise.

18.2 Any notice or other document to be served under the Contract must be in writing and may be delivered or sent by prepaid first class post or facsimile transmission to the recipient’s registered office.

18.3 Any notice or document shall be deemed served, if delivered at the time of delivery, if posted, 48 hours after posting and if sent by facsimile transmission, at the time of transmission.

18.4 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, unenforceable or unreasonable it will, to the extent of such illegality, invalidity, voidness, unenforceability or unreasonableness, be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

18.5 Failure or delay by either party in exercising any right or remedy provided by the Contract or by law will not be construed as a waiver of such right or remedy or a waiver of any other right or remedy.

18.6 Any waiver by either party of any breach of, or any default under, any provision of the Contract by the other party will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.

18.7 A person who is not a party to the Contract will have no right under the Contracts (Rights of Third Parties) Act 1999 or any other rule of law to enforce any term of the Contract. This clause 18.7 does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

18.8 The Customer agrees that it will have no remedy in respect of any untrue statement innocently or negligently made by or on behalf of Rettig prior to the Contract upon which the Customer relied in entering into the Contract whether such statement was made orally or in writing.

18.9 The Contract will be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.