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December 2009

The website http://www.exeddrivesandcontrols.co.uk (the “Website”) is owned and operated by Ex-Ed Drives and Controls Limited and the expressions “Ex-Ed”, “we” and “us” and “our” mean Ex-Ed Drives and Controls Limited (Company Number 3770716) (VAT Number 729787863) whose registered office is at:
13 Granby Road
Hinckley
Leicestershire
LE10 0PW

These are the Website terms and conditions (the “Website Conditions”), which apply to the use of the Website by you, the end user. By using the Website you agree to be bound by these Website Conditions.
If you do not agree to be bound by these Website Conditions, you may not use or access the Website and we will have the right to restrict or prevent your access to the Website.

THESE TERMS OF USE DO NOT AFFECT YOUR STATUTORY RIGHTS.

IT IS AGREED THAT

1. Your obligations
 1. You will not:
  1. use the Website (or any part of it) for any illegal purpose and agree to use it in accordance with all relevant laws;
  2. upload or transmit through the Website (i) any computer viruses, macro viruses, trojan horses, worms or anything else designed to interfere with, interrupt or disrupt the normal operating procedures of a computer or (ii) any material which is defamatory, offensive, or of an obscene or menacing character, or that may cause annoyance, inconvenience or needless anxiety;
  3. use the Website in a manner which (i) may cause the Website to be interrupted, damaged, rendered less efficient or such that the effectiveness or functionality of the Website is in any way impaired or (ii) violates or infringes the rights of any person, firm or company (including, but not limited to, rights of intellectual property, rights of confidentiality or rights of privacy); and
  4. create or publish a hypertext link to any part of the Website without our express written consent except that you may create a hypertext to the welcome page of the Website as long as the link does not portray us or our affiliates, or their products or services in a false, misleading, derogatory, or offensive matter. You may not use any of our logos or proprietary marks as part of the link without our express written consent. We may terminate your permission to maintain such links at any time;
  5. frame or use framing techniques to enclose any part of the Website or any content accessible on it without our express written consent. You will not use any meta tags or any other hidden text using our (or our affiliates?) names, logos, brands or marks without our express written consent. Any unauthorised use terminates the permission or license granted by us to use this Website in addition to our other rights; or
  6. attempt any unauthorised access to any part or component of the Website.
 2. You agree that in the event that you have any right, claim or action against any third party arising out of that third party's use of the Website, then you will pursue such right, claim or action independently of and without recourse to us.
 3. You warrant that by accessing and using the Website you will not be in breach of any laws or regulations that apply to you.

2. Our rights
 1. We may:
  1. modify or withdraw, temporarily or permanently, the Website (or any part of it) with or without notice to you and you confirm that we shall not be liable to you or any third party for any modification to or withdrawal of the Website; and/or
  2. change these Website Conditions from time to time and your continued use of the Website (or any part of it) following such change shall be deemed to be your acceptance of such change. You should check back here regularly as you will be bound by these Website Conditions every time you visit the Website. If you do not agree to any change to the Website Conditions then you must immediately stop using the Website; and/or
  3. monitor any activity and content associated with the Website. We may investigate any reported violation of these Website Conditions or complaints relating to the Website and take any action that we believe is appropriate (which may include, but is not limited to, issuing warnings, suspending, terminating or attaching conditions to your access and/or removing any materials from the Website).
 2. The Website is subject to change from time to time. You will not be eligible for any compensation because you cannot use any part of the Website or because of a failure, suspension or withdrawal of all or part of the Website for any reason.

3. Disclaimer of warranties
 1. Subject to Website Conditions 5.1 and 5.2 below, the Website is provided, on an “as is” and “as and when available” basis without any representation or endorsement and we make no warranties of any kind, whether express or implied, in relation to the Website, its content or any services offered on the Website.
 2. In particular, we make no warranties that the Website, its content or any services offered via the Website will meet your requirements or will be uninterrupted, timely, secure or error–free, that defects will be corrected, or that the Website or the server which makes it available are free of viruses or bugs or are fully functional, accurate, or reliable. We will not be responsible or liable to you for any loss of content or material as a result of uploading to or downloading from the Website.

4. Liability
 1. Whilst we will use reasonable endeavours to verify the accuracy of any information we place on the Website, we make no warranties or representations, whether express or implied in relation to its accuracy.
 2. Nothing in these Website Conditions shall exclude or limit our liability for death or personal injury resulting from our negligence or that of our servants, agents or employees or any liability for fraud or for any other liability that cannot be excluded or limited by law. Nor do these Website Conditions (or the warranty and liability exclusions in them) apply to any purchases made via this Website.
 3. You agree that you are free to choose whether to use the Website or any services offered on the Website and do so at your sole option, discretion and risk.
 4. We will not be responsible to you or any third party for any business loss (including loss of profits, revenue, contracts, anticipated savings, data, goodwill or wasted expenditure) or any indirect or consequential loss in connection with the Website.
 5. Without limiting the foregoing, under no circumstances shall we be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond our reasonable control, including, without limitation, internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non–performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.

5. Intellectual property
 1. Save as set out in Website Condition 5.4 below, you acknowledge and agree that all copyright, trademarks and all other intellectual property rights in all material or content contained within the Website shall remain at all times owned by us or our licensors. You are permitted to use this material only as expressly authorised by us.
 2. You acknowledge and agree that the material and content contained within the Website is made available for your personal use only (which may include use by contractors to obtain information on individual items for sale via the website to determine whether the contractor wishes to purchase such items from us) and that you may download such material and content onto only one computer hard drive for such purpose. Any other use of the material and content of the Website is strictly prohibited. You agree not to (and agree not to assist or facilitate any third party to) copy, reproduce, transmit, publish, display, distribute, commercially exploit or create derivative works of such material and content. This includes, but is not limited to, the text, graphics, animations, photographs, pictures, sounds, data, images, audio and video clips connected to the Website.
 3. In particular, you may not download, edit, reproduce or use any material and content contained within the Website for the purpose of advertising, promoting, endorsing or implying any connection with you or any third party. Nor may you systematically extract and/or re–utilise parts of the contents of the website without our express written consent. In particular, you may not utilise any data mining, robots, or similar data gathering/extraction tools to extract (whether once or many times) for re–utilisation, any substantial parts of this website, without our express written consent. You also may not create and/or publish your own database that features substantial parts of this Website (including without limitation prices and product listings) without our express written consent.
 4. Any information you submit to the Website, whether by way of comment, any chat room function or otherwise, will not be treated confidentially and you acknowledge that we may use such information for any purposes subject to these Website Conditions. You give us an absolute right to reproduce (whether in whole or in part, and whether cropped, adopted, altered or otherwise manipulated) any photos or other images that you submit to the Website.
 5. By submitting material to the Website, you warrant and represent that you own such materials (including any copyright and other intellectual property rights therein) or that you have permission from the owner and that you have obtained the informed consent of any subjects of the images and that any subjects featured in any such images are at least 18 years of age at the time such material was created. You hereby waive any moral rights you may have in relation to such content.

6. Links to other websites
We may, from time to time, provide links to other websites or resources. You acknowledge and agree that we are not responsible for the availability of such other sites or resources, and do not endorse and are not responsible or liable, directly or indirectly, for the privacy practices or the content (including misrepresentative or defamatory content) of such websites, including (without limitation) any advertising, products or other materials or services on or available from such websites or resources, nor for any damage, loss or offence caused or alleged to be caused by, or in connection with, the use of or reliance on any such content, goods or services available on such external sites or resources.

7. Waivers and remedies
 1. No delay or omission in exercising any right, power or remedy provided by these Website Conditions or by law shall operate to impair or be construed as a waiver of it or of any other right, power or remedy.
 2. No single or partial exercise or non–exercise of any of these rights, powers or remedies shall preclude any other or further exercise of them or of any other right, power or remedy.
 3. The rights, powers and remedies provided by these Website Conditions are cumulative and subject as otherwise provided in these Website Conditions are not exclusive of any rights, powers and remedies provided by law.

8. Law and Jurisdiction
 1. These Website Conditions shall be governed by and construed in accordance with English law.
 2. Each party irrevocably agrees to submit to the exclusive jurisdiction of the courts of England in relation to any claim or matter arising under or in connection with these Website Conditions.

9. General
 1. If any part of these Website Conditions is found to be invalid by any court or other regulatory or competent body, the invalidity will not affect the rest of the Website Conditions, which shall remain in force.
 2. Any notices or communications that you send to us should be sent to Customer Services at exeddrivesandcontrols.co.uk or in writing marked for the attentions of Web Customer Services to Ex-Ed Drives and Controls Limited whose registered office is at 13 Granby Road, Hinckley, Leicestershire, LE10 0PW.  Any notices or communications that we send to you will be sent to the email address you registered with us.
 3. All provisions which must survive in order to give effect to their meaning shall survive any expiration or termination of these Website Conditions, including without limitation, all of your representations, warranties and indemnification obligations.
 4. No person who is not a party to this agreement shall have any right to enforce this agreement pursuant to the Contracts (Rights of Third Parties) Act 1999.

 
Terms & Conditions of Sale

December 2009

The website http://www.exeddrivesandcontrols.co.uk (the “Website”) is owned and operated by Ex-Ed Drives and Controls Limited and the expressions “Ex-Ed”, “we” and “us” and “our” mean Ex-Ed Drives and Controls Limited (Company Number 3770716) (VAT Number 729787863) whose registered office is at:
13 Granby Road
Hinckley
Leicestershire
LE10 0PW

GOODS FOR SALE ON THE WEBSITE, OUR CATALOGUES AND ANY OTHER SALES MATERIALS PRODUCED BY US ARE INTENDED FOR USE BY BUSINESS CUSTOMERS ONLY AND NOT CONSUMERS. YOU CONFIRM THAT ON PLACING AN ORDER YOU ARE PURCHASING THE GOODS FOR BUSINESS PURPOSES ONLY AND YOU ARE NOT PLACING ORDERS AS A CONSUMER. FOR THE AVOIDANCE OF DOUBT REFERENCES TO INDIVIDUALS WITHIN THESE CONDITIONS ARE REFERENCES TO INDIVIDUALS ACTING FOR PURPOSES WITHIN THEIR BUSINESS, WHICH INCLUDES ANY TRADE OR PROFESSION.

1. Interpretation
 1. In these Conditions the following words shall have the meanings set out below:

“Conditions” means the standard terms and conditions of supply of goods set out in this document including the introduction.

“Contract” means a legally binding contract for the sale and supply of Goods and made in accordance with clause 3 of these Conditions.

“Goods” means the goods described in the Order.

“Intellectual Property Rights” means any patents, trade marks, service marks, registered designs, database rights, applications for any of the foregoing, copyright, unregistered design rights know how and any other similar protected rights in any other country.

“Order” means an order placed by you for the purchase of Goods.

“Price” means the price of the Goods detailed in the confirmation email.

“Working Day” means any day other than a Saturday and Sunday but excluding bank and public holidays in England.

2. Acceptance of our conditions
 1. All orders for Goods supplied by us or any of our subsidiary companies as the case may be are subject to these Conditions and the placing of an Order by you will constitute acceptance of these Conditions. You may copy these Conditions and store them for your future reference. Please read the provisions set out below carefully and confirm your agreement to them before submitting your registration and any order.
 2. We only supply Goods to businesses located in mainland England, Wales and Scotland and we do not accept Orders for Goods from businesses outside of those areas. The system may allow you to place your Order for some areas out of mainland UK but we are under no obligation to complete the Order.
 3. We only supply Goods for purchase by adults and we do not sell to children. If you are under 18, you may use the Website only with the involvement of a parent or guardian.
 4. You are responsible for all activities which occur under your account name, save where such activities occur as a result of our negligence or fault.

3. Placing an order
 1. The Goods displayed on the Website and information about the Goods and the prices on the Website are an invitation to place an Order only and do not constitute an offer by us to you to purchase the Goods.
 2. An Order is placed on the Website when you click the “CONFIRM” button on our order form and the placing of such Order will constitute an offer by you to purchase the Goods subject to these Conditions. You should review the Order and correct any incorrect details before pressing the “CONFIRM” button.
 3. We shall acknowledge receipt of your Order with an acknowledgment email. This is not an order confirmation or an order acceptance by us.
 4. The Order shall only be accepted by us when we send a confirmation email to you from us when we dispatch the Goods or make them available for collection which shall create a Contract which is subject to these Conditions. The date of the Contract shall be the date on which we issue the confirmation email if any.
 5. We may list availability information for Goods sold by us on the Website, including throughout the Order process but cannot guarantee the availability of Goods listed on the Website. Please note that dispatch estimates are only estimates and they are not guaranteed dispatch times and should not be relied upon as such.
 6. Where Goods are listed as being currently unavailable you may still place an Order for these Goods and we shall send you a confirmation email when the goods become available and we are in a position to accept your Order and dispatch the Goods to you.
 7. Acknowledgement of your Order is not a guarantee by us of the availability of the Goods.
 8. If you receive an acknowledgment email or confirmation email for an Order which you did not place, or if the details in the acknowledgment email or confirmation email do not match the Order which you placed, you must contact our customer services department to cancel the Order or correct the details.

4. Basis of supply
 1. Except as otherwise stated in these Conditions, these Conditions shall apply to the Contract to the exclusion of any other terms and conditions.
 2. No variation of a Contract shall be binding unless agreed in writing by one of our authorised representatives.
 3. In entering into the Contract you acknowledge that you do not rely on any representations which have not been confirmed by us in the confirmation email.
 4. All illustrations, descriptions, specifications, dimensions, weights and capacities listed on the Website, or in any catalogue, price list or other advertisement are intended merely to present a general idea of the Goods described and shall not form part of the Contract.

5. Variation of goods
We reserve the right in our absolute discretion to make any changes to the Goods which do not in our opinion materially affect the quality or nature of the Goods.

6. Price and payment
 1. The prices displayed on the Website are in pounds sterling (unless otherwise stated) and are exclusive of VAT and other similar sales taxes and do not include packaging and delivery charges. These will be added to the total amount payable by you and will be shown when you make an Order.
 2. Where Goods are specially ordered from manufacturers, and a carriage charge is made by such manufacturers, we reserve the right to recover this charge from you.
 3. Our Website contains a large number of Goods and it is always possible that some of the Goods listed on our Website may be incorrectly priced. Where Goods have been incorrectly priced we will, at our discretion, either contact you for instructions before dispatching the Goods, or reject your Order and notify you of such rejection. For the avoidance of doubt, we are under no obligation to supply the Goods at the incorrect price.
 4. In certain cases, prices for Goods are calculated to more than two decimal places. However, for the purpose of the Website these prices are either rounded up or down in order that the prices can be presented in pounds and pence. Please note that where you purchase multiple Goods, the total price shown when you make an Order shall be calculated on the basis of the original figures before they are rounded up or down and not on the prices displayed on the Website.
 5. Payment must be made in pounds sterling and can be made by using any major UK credit card or debit card shown on the Website.
 6. Payment by any UK credit card or debit card is subject to authorisation by the credit card issuer when the Order is placed. If such authorisation is refused to us, we will not be liable for any delay or non–delivery of the Goods and the Contract will be deemed to be cancelled.
 7. If payment is made by UK credit card or debit card, the card will be debited when your Order is dispatched or the Goods are made available for collection.
 8. If you fail to pay us any sum due pursuant to the Contract, you will be liable to pay interest to us on such sum from the due date for payment and we, at our discretion, shall be entitled to exercise our statutory right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998, as modified or re–enacted from time to time. We may exercise this right, in addition to any other rights we may have in respect of Goods or non–payment.
 9. Payment of the Price is a strict condition of the Contract and we may terminate the Contract and claim damages if the Price is not paid.
 10. In the event of termination, variation or suspension of a Contract on your instruction or by lack of instruction, the Price will be adjusted to reflect the additional costs incurred by us. Where a Price per unit has been quoted and you require a smaller number of units to be delivered than those quoted for, we reserve the right to adjust the Price per unit applicable.
 11. You will indemnify us against all costs, losses and liability including but not limited to all legal expenses and disbursements incurred by us in recovering any amount which is overdue from you to us pursuant to these Conditions or otherwise.

7. Delivery and risk
 1. If we agree to permit you to collect the Goods from a Local Trade Counter then delivery will be deemed to take place when we send you a confirmation email notifying you that the Goods are ready for collection and unless otherwise agreed in writing you will collect the Goods within seven (7) Working Days of the date we sent you such email.
 2. We shall only deliver Goods to an address in mainland England, Scotland or Wales. You shall provide a delivery address within mainland England, Scotland or Wales or another address we may agree in writing.
 3. We will deliver the Goods to the address specified by you in your Order unless we have agreed to make them available for collection from a Local Trade Counter.
 4. If you fail to take delivery of the Goods or fail to provide any instructions or authorisations required to enable Goods to be delivered on time the Goods will be deemed to have been delivered, and risk in the Goods will pass to you on the delivery date and (without prejudice to any other rights we may have) we may:
  1. store the Goods until actual delivery or sale and charge you for all related costs and expenses (including, without limitation, storage and insurance); and/or
  2. following written notice to you, sell any of the Goods at the best price reasonably obtainable in the circumstances and charge you for any shortfall below the price agreed with you in addition to being entitled to recover the costs of the sale and the costs described in clause 8.4(a).
 5. We will endeavour to deliver the Goods to you within seven (7) Working Days of you placing the Order with us or such alternative later date specified by you in your Order but you acknowledge that it may not always be possible to deliver the Goods within this timeframe and you agree that delivery of the Goods may take longer. Any dates or times for delivery of the Goods quoted by us are estimates only. We shall not be liable if the Goods are not delivered within seven (7) Working Days or for any failure to meet any estimated delivery date or for any costs, charges or expenses incurred as a result of any delay. You will not be entitled to refuse to accept any Goods or to cancel the Contract with us merely because of such failure unless any delay exceeds 180 days.
 6. We shall be entitled to delivery in instalments. Where the Contract is to be or may be fulfilled in separate instalments, deliveries or parts, payment for each such instalment delivery or part will be made as if the same constituted a separate contract. Failure by you to pay for an instalment in accordance with this clause will entitle us without prejudice to our other rights and remedies to suspend further deliveries of Goods under any other Contract we have with you, pending payment by you.
 7. Failure by us to deliver any one or more (but not all) instalments in accordance with these Conditions will not entitle you to treat the Contract as repudiated.
 8. Risk of damage to or loss of the Goods shall pass to you:
  1. in the case of Goods to be collected from your Local Trade Counter, at the time when we notify you that the Goods are available for collection; or
  2. at the time of posting, if you request the Goods to be posted by us to you; or
  3. at the time of us handing the Goods to a third party if you arrange for the Goods to be collected by a third party carrier.
 9. Subject to clause 11, we shall not replace any lost or damaged Goods after delivery.

8. Packaging
 1. The manner of packing and transportation of the Goods shall be at our discretion. No liability shall be accepted for failure to pack to any particular standard, or against any particular risk unless the requirement for such packing is specifically brought to our attention, accepted in writing by us and paid for by you.
 2. We may impose additional charges in respect of packaging we use for transportation and delivery of the Goods. Any such charges will be added to the Order and will be shown when you make an Order. For the avoidance of doubt, you agree that such additional charges will be levied in respect of Goods which are despatched in crates, drums, cases, pallets or other similar packaging and may be levied at our discretion in the case of any other packaging.
 3. Where we charge for packaging pursuant to clause 9.2, unless otherwise specified by us, you will be entitled to a full credit for such additional charges, to be credited against subsequent invoices, so long as such packaging is returned undamaged to us carriage paid within 14 days of the date of the delivery of the Goods.

9. Retention of title
 1. Ownership of the Goods will not pass to you until we have received in full (in cash or cleared funds) all sums due to us in respect of the Goods and all other sums which are or which become due to us from you on any account.
 2. Until ownership of the Goods has passed to you, you must:
  1. hold the Goods on a fiduciary basis as our bailee;
  2. store the Goods (at your own cost) separately from all other goods owned by you or any third party so that they are identifiable as our property;
  3. not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
  4. maintain the Goods in satisfactory condition insured on our behalf for their full Price against all risks to the reasonable satisfaction of us. On request you will produce evidence of the policy of insurance to us; and
  5. hold any proceeds of such insurance on trust for us separately from any other money, and not pay the proceeds into an overdrawn bank account
  6. allow us access at any reasonable time to enable us to inspect the Goods and verify that you have complied with your obligations under this clause 10.2.
 3. You may resell the Goods before ownership has passed to you provided such sale is:
  1. in the ordinary course of your business at full market value and you will account to us accordingly; and
  2. on your own behalf and you deal as principal when making such sale.
 4. If we cannot determine which goods are the Goods, you will be deemed to have sold all Goods sold by us to you in the order in which they were invoiced to you.
 5. We will be entitled to recover payment for the Goods notwithstanding that ownership of any Goods has not passed from us.
 6. We may while the owner of the Goods (and without prejudice to any other rights we may have under these Conditions) demand the immediate return of the Goods at any time and you will forthwith comply with such demand and bear the expenses for such return.
 7. If you fail to return the Goods in accordance with clause 10.6, you will be deemed to grant to us (or our successors in title for the Goods) and our respective employees and agents an irrevocable license to enter onto any premises where the Goods are or may be situated for the purpose of removing the Goods (the cost of doing so shall be borne by you) and to sell or otherwise deal with such Goods.

10. Quality
 1. We will not be liable for any defect in quality of any of the Goods, and our obligations in such respect will be restricted to applying our reasonable endeavours to:
  1. transfer to you the benefit of any warranty or guarantee given to us in respect of the Goods; or
  2. make and pursue any available claim under the terms of any warranty or guarantee as mentioned in clause 11.i(a) In the event of a claim being made, we will promptly account to you (to the extent of your claim and subject to the deduction of an amount equal to our reasonable costs incurred in making and pursuing such claim) for any proceeds resulting to you.

11. Damage in transit and shortages
 1. We will at our option repair or replace free of charge Goods damaged in transit or refund the Price at the pro rata Contract rate provided that we and our designated carriers receive written notification of such damage within twenty–four (24) hours of delivery. Goods received in a damaged or unsatisfactory condition must be signed for as such.
 2. On receipt Goods should be checked by you against the advice note enclosed with the Goods. Shortage claims will be considered if we and our designated carriers receive written notification of any such shortage within twenty–four (24) hours of delivery failing which no liability will be admitted. In any such case, the packaging and contents should be retained for inspection.

12. Returns
 1. Subject to clause 13.3, in the unlikely event that the Goods (or any of them) do not meet your expectations, you can request a replacement or refund of the Price provided that the Goods and any accessories and items provided free of charge by us are, within thirty (30) days of delivery, returned undamaged by you in the original packaging and are presented with your Order number.
 2. If you paid for the Goods by UK credit card or debit card we shall make a refund to the same UK credit card or debit card used for payment so please ensure that you bring the credit card or debit card with you when you return the Goods to the Local Trade Counter.
 3. Please note that Goods correctly supplied by us may be liable to a restocking charge which will be notified to you when you return the Goods. You agree to pay this charge in accordance with our invoice for it immediately on demand.

13. Limitation of liability
 1. THE PRICES CHARGED FOR THE GOODS ARE BASED STRICTLY ON THE UNDERSTANDING OF ACCEPTANCE BY YOU OF THE PROVISIONS IN THESE CONDITIONS FOR THE LIMITATION OF OUR LIABILITY. SHOULD YOU REQUIRE US TO ACCEPT ADDITIONAL LIABILITY THIS MAY BE DISCUSSED BETWEEN THE PARTIES AND IF AGREED THE PRICE MAY BE INCREASED ACCORDINGLY.
 2. Nothing in these terms and conditions excludes or limits our liability for death or personal injury caused by our negligence or fraudulent misrepresentation, or the conditions as to title implied by section 12 of the Sale of Goods Act 1979 as amended from time to time or for fraud or any other liability that cannot be lawfully excluded.
 3. Subject to clause 14.2:
  1. our total liability in contract, tort (including negligence or breach of statutory duty) misrepresentation or otherwise, arising in connection with the Contract will be limited to and shall not exceed the Price paid for the Goods; and
  2. we will not be liable to you in contract, tort (including but not limited to negligence), misrepresentation or otherwise for any 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), any damage to your reputation or goodwill, any product recall or business interruption costs or any special, indirect or consequential loss or damage (even if we have been advised of such loss or damage) arising out of or in connection with the Contract.
 4. The provisions of this clause 14 shall survive the termination or expiry (for whatever reason) of the Contract.

14. Intellectual property rights
 1. All Intellectual Property Rights relating to the Goods shall at all times be vested in and remain owned by Ex-Ed Drives and Controls Limited or its third party licensors.
 2. You shall not use Ex-Ed Drives and Controls Limited name, logo or any other identification marks for the purpose of advertising or publicity without our prior written consent.

15. Termination
 1. Either we or you may, without prejudice to any rights or remedies that we or you may have against the other party, terminate a Contract with immediate effect or (in our case) suspend future deliveries if on giving the other party written notice the other fails to comply with any material obligation hereunder and such failure has not been remedied within ten (10) days of written notification from the party requiring remedy.
 2. We may terminate a Contract immediately if:
  1. you fail to furnish us with any information or instructions required by us to fulfil any Order; or
  2. you enter into any compromise or arrangement with your creditors, or if an order is made or an effective resolution is passed for your winding up (except for the purposes of amalgamation or reconstruction as a solvent company) or if a petition is presented to court, or if a receiver, manager, administrative receiver or administrator is appointed in respect of the whole or any part of your undertaking or assets; or
  3. you cease or threaten to cease to carry on your business; or
  4. you are made bankrupt.
 3. All outstanding sums shall be due immediately if the Contract is terminated by us for any reason detailed in this clause 16.
 4. Any terms and conditions which impliedly have effect after termination or expiry will continue to be enforceable notwithstanding termination or expiry.

16. Cancellation of an order
We reserve the right to refuse to accept any cancellation of an Order other than in accordance with the provisions of this clause 17 unless notification in writing is given to us and accepted in writing by us. In the event of any cancellation you must pay expenses incurred by us.

17. Certification
If you require Goods from a quality assured source or certificates of conformity you must specify your requirements in writing at the time of placing the Order.

18. Samples
 1. Any samples provided to you at your request must be returned to us in good condition within ninety (90) days of receipt or such shorter period as we may specify. We may charge the market value of all samples not so returned. Such market value will be the market value on the date when the sample was due to be returned.
 2. Samples provided by us shall be subject to these Conditions together with any applicable additional terms and conditions, rules and instructions.

19. Events outside our control
We shall not be liable to you or be deemed to be in breach of any Contract by reason of any delay in performing, or any failure to perform, any of our obligations in relation to the Contract if the delay or failure was due to any events outside of our reasonable control including without limitation a technical failure of the Internet, act of God, explosion, flood, fire, epidemic, accident, war, terrorism, sabotage, insurrection, civil disturbance, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, import or export regulations or embargoes, industrial actions or trade disputes (whether involving our employees or those of a third party), inability to obtain or delay in obtaining supplies of adequate or suitable material, fuel, parts, machinery or labour.

20. General
 1. If you have any queries regarding these Conditions, you can contact us by writing to us for the attention of Ex-Ed Drives and Controls Limited at 13 Granby Road, Hinckley, Leicestershire, LE10 0PW.
 2. We may assign or subcontract the performance of some or all of our obligations under the Contract.
 3. No waiver by us of any breach of any Contract or these Conditions by you shall be considered as a waiver of any subsequent breach of the same or any other provision.
 4. An entity which is not expressly a party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract or these Conditions.
 5. If any provision of these Conditions or the Contract is found by any competent authority or a court of law to be invalid or unenforceable for any reason, the remainder of these Conditions and the Contract shall continue in full force and effect.
 6. These Conditions and any Contract represent the entire agreement between us relating to the purchase of the Goods and supersedes all prior agreements, arrangements and undertakings between us relating to the Goods.
 7. Where there is a conflict between these Conditions and any additional terms and conditions, rules and instructions, these Conditions shall apply.
 8. These Conditions and the Contract shall be governed by and construed in accordance with English law and you agree to submit to the exclusive jurisdiction of the English courts.