1. INTERPRETATION

1. In these conditions ‘Customer’ means the person whose order for the goods or services is accepted by SPEDO US Inc. ‘Goods’ means the goods or services which SPEDO US Inc. is to supply in accordance with these Conditions, ‘SPEDO’ means Spedo US Inc. (registered office PO Box 1032, Reistertown, MD 21136-1032, USA); ‘Conditions’ means the standard terms and conditions of sale set out herein and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Customer and SPEDO; ‘Contract’ means the contract for the purchase and sale of the goods or service; and ‘Writing’ includes telex, cable, facsimile transmission and comparable means of communication.
2. Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
3. The headings in these Conditions are for convenience only and shall not affect their interpretation.

1. SPEDO shall sell and the Customer shall purchase the Goods in accordance with any written order of the Customer which is accepted by SPEDO, subject to these Conditions, which shall govern the Contract to the exclusion of any terms and conditions subject to which any such order is made or purported to be made, by the Customer and SPEDO.
2. No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Customer and SPEDO

3. The Customer is responsible for ensuring that any specification for the Goods whether submitted by the Customer or SPEDO is adequate for the purpose for which the Goods are required by the Customer and for inspecting the same on delivery and before use to ensure compliance with such specification. The Customer is also responsible for ensuring that the Goods are stored, after delivery, in an adequate manner so as to prevent any deterioration thereof. SPEDO’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by SPEDO in writing. In entering into the Contract the Customer acknowledged that it does not rely on, and waives any claim for breach of any such representations which are not so confirmed.

4. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance offer, invoice or other document or information issued by SPEDO shall be subject to correction without any liability on the part of SPEDO.

1. All quotations issued by SPEDO do not constitute an offer to sell by SPEDO and may be withdrawn at any time and no order submitted by the Customer shall be deemed to be accepted by SPEDO unless and until confirmed in writing by SPEDO .

2. The Customer shall be responsible to SPEDO for ensuring the accuracy of the terms of any order submitted by the Customer and for giving SPEDO any necessary information relating the Goods within a sufficient time to enable SPEDO to perform the Contract in accordance with its terms.
3. If the goods are to be manufactured or any process is to be applied to the Goods by SPEDO in accordance with a specification submitted by the Customer, the Customer shall indemnify SPEDO against all loss, mark or other industrial or intellectual property rights which results from SPEDO’s use of the Customer’s specifications.
4. No order which has been accepted by SPEDO may be cancelled by the Customer except with the agreement in writing of SPEDO and on terms that the Customer shall indemnify SPEDO in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by SPEDO as a result of cancellation.

1. The price of the Goods shall be the price confirmed on SPEDO’s Acknowledgement of Order.
2. SPEDO reserves the right, by giving notice to the Customer, at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to SPEDO which is due to significant increase in the costs of materials or other costs of manufacture, any change in delivery dates, quantities or specifications of the Goods which is requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give SPEDO adequate information or instructions.

3. The price is exclusive of any applicable value added tax which the Customer shall be additionally liable to pay to SPEDO.

1. The time for payment of the price shall be as set out in SPEDO’s acknowledgement of order and the time for payment shall be of the essence of the Contract.
2. If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to SPEDO, SPEDO shall be entitled to:
   1. cancel the contract or suspend any further deliveries to the Customer.
   2. appropriate any payment made by the Customer to such of the Goods for the goods supplied under any other contract between the Customer and SPEDO as SPEDO may think fit (notwithstanding any purported appropriation by the Customer)

1. SPEDO shall arrange delivery of the goods to the place agreed in writing between the Customer and SPEDO.
2. Any dates quoted for delivery of the Goods are approximate only and SPEDO shall not be liable for any delay in delivery of the howsoever caused. Time for delivery shall not be of the essence unless previously agreed by SPEDO in writing. The Goods may be delivered by SPEDO in advance of the quoted delivery date upon giving reasonable notice to the Customer.

3. If SPEDO fails to deliver the goods for any reason other than any cause beyond SPEDO’s reasonable control or the Customer’s fault, and SPEDO is accordingly liable to the Customer, SPEDO’s liability shall be limited to the excess (if any) of the cost to the Customer (in the cheapest available market) of similar goods to replace those not delivered, over the price of the goods.

4. If the Customer fails to take delivery of the goods or fails to give SPEDO adequate delivery instructions at the time stated for delivery (other than by reason of any cause beyond the Customer’s reasonable control or by reason of SPEDO’s fault) then without prejudice to any other right or remedy available to SPEDO, SPEDO may store the Goods until actual delivery and charge the Customer for reasonable storage costs (including insurance) of storage.

1. Risk of damage to or loss of the Goods shall pass to the Customer at the time of delivery, or if the Customer wrongfully fails to take delivery of the Goods, at the time when SPEDO has tendered delivery of the Goods.
2. Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Customer until SPEDO has received cleared funds payment in full of the price of the goods and all other goods agreed to be sold by SPEDO to the Customer for which payment is then due.
3. Until such time as the property in the Goods passed to the Customer (and provided the Goods are still in existence) SPEDO shall be entitled at any time to require the Customer to delivery up the Goods to SPEDO and if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the Goods are kept and repossess the Goods.

1. Subject to the Conditions set out below, SPEDO warrants that the Goods will be of merchantable quality and will correspond with their specifications at the time of delivery.
2. The above warranty is given by SPEDO subject to the following conditions.
   1. SPEDO shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification submitted by the Customer.
   2. SPEDO shall be under no liability in respect of consumable items or of any defect arising from fair wear and tear, wilful damage, negligence, abnormal conditions, failure to  properly store or maintain the Goods.
   3. SPEDO shall be under no liability under the above Warranty (or any other Warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment.
   4. The Customer shall be responsible for submitting to SPEDO with their Order, full details of their requirements and any unusual factors which may require special care to be taken by SPEDO
       
3. Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
4. Any claim by the Customer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specifications shall (whether or not delivery is refused by the Customer) be notified to SPEDO within 7 days from the date of delivery. If delivery is not refused, and the Customer does not notify SPEDO accordingly, the Customer shall not be entitled to reject the Goods and SPEDO shall have no liability for such defect or failure, and the Customer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.

5. Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to SPEDO in accordance with these Conditions, SPEDO shall be entitled to replace the Goods (or the part in question) free of charge, or at SPEDO’s sole discretion, refund to the Customer the price of the Goods (or a proportionate part of the price), but SPEDO shall have no further liability to the Customer.

6. Except in respect of death or personal injury caused by SPEDO’s negligence, SPEDO shall not be liable by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any consequential loss or damage (whether direct or indirect and whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever, (and whether caused by the negligence of SPEDO, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Customer, except as expressly provided in these Conditions.

7. SPEDO shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform any of its obligations in relation to the Goods, if the delay or failure was due to any cause beyond its reasonable control (including, without any limitation, any strike, lock-out or other form of industrial action).

1. this clause applies if:
   1. the Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction) or:
   2. an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer or:
   3. the Customer ceases, or threatens to cease, to carry on business, or:
   4. SPEDO apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.
       
2. If this clause applies then, without prejudice to any other right or remedy available to SPEDO, SPEDO shall be entitled (but shall not be obliged) to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Customer, and if the Goods have been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

1. Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to the party giving the notice.
2. No waiver by SPEDO of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
3. If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
4. The Contract shall be governed by the laws of United Kingdom.