We shall always act in good faith and hold the client responsible for holding or using any product resourced or supplied in a manner prescribed, stipulated or advised by law or, as may be reasonably expected in general society terms.

CAYNE RESOURCES LIMITED -
STANDARD TERMS AND CONDITIONS OF SALE
OR HIRE OF GOODS, FACILITIES OR SERVICES.

1. Definitions.

"The Vendor" means Cayne Resources Limited (hereinafter called CRL), "The Purchaser" means any individual, firm, company, corporation or agent agreeing or contracting to purchase or hire or utilise the goods or services the subject of any transaction entered into with CRL (hereinafter called "The Goods or Services"), "The Manufacturer" means the person or company actually producing any goods the subject of the contract or agreement for sale, "The Carrier" means any third party carrying the aforementioned goods, "The Sub-contractor" means any third party providing any aforementioned goods or services, "The Supplier shall mean any third party used by CRL to supply goods or services from the manufacturer to the purchaser, "The Contract" means the agreement or understanding between the vendor and the purchaser for the supply of any goods or services which shall be exclusively bound by CRL conditions of Purchase or these conditions of Sale.

2. Terms Of Contract.

Only these printed conditions, together with any written amendments and/ or alterations authorised by CRL shall apply to this contract. In particular, no statement in any quotation shall form part of the contract unless specifically included.

3. Formation of Contract.

Quotations given or written by CRL are not offers capable of acceptance by the purchaser. There shall be no binding contract until the purchasers order has been accepted by CRL and such order shall only take effect on the basis that these Conditions of Sale are accepted by the purchaser and shall override any terms or conditions stipulated, incorporated or referred to by the purchaser in the order or in any negotiations.

4. Price. 

1. Unless otherwise stated in writing all prices quoted include delivery to the purchasers agreed delivery address (subject to any minimum order quantities).
2. All prices are subject to the addition of Value Added Tax and any other government tax or duty applicable or that may be imposed from time to time and at the rate prevailing at the date of invoice.
3. Any costs incurred by CRL as a result of any delays, deferment, interruptions or interference due to default on the part of the purchaser or by the action or default of the purchasers agent, employee or other person on or at the purchasers premises or delivery address shall be added to the contract price and become the liability of the purchaser even if the goods and services are as a result never or only partially delivered.

5. Payment. 

1. Payment shall be made on instruction to act or by prior agreement shall become due thirty days or sooner from the date of any relevant invoice issued by CRL or their agents. All payment shall be made by crossed cheque made in favour of Cayne Resources or as otherwise directed. Any costs incurred by CRL as a result of any cheque presented not being honoured shall be added to any invoiced sum and shall become immediately due.
2. Non or short payment by or before the due date (time being of the essence) shall entitle CRL without prejudice to any other course of action to:-
   1. suspend any further deliveries of goods or services whether under this contract or any other,
   2. to require payment of all outstanding invoices whether in respect of deliveries under this contract or any other,
   3. to enter the purchasers premises or any other delivery address to repossess such goods as may be deemed to satisfy any outstanding debt (the purchaser granting all necessary access) and,
   4. add any interest desired to any monies due that remain unpaid beyond thirty days from the date of any invoice on a monthly compound basis.
3. The purchaser shall not be entitled to delay any payment or part thereof on the grounds that they may have a claim or set-off against CRL.
4. Title in any goods shall only pass to the purchaser when the agreed payment under any invoices for specific goods or services has been received as cash by CRL in full and available form.
5. No goods or services ordered may be refused returned or rejected unless with CRL's specific prior written permission irrespective of ownership or title.

6. Delivery Dates.

Any promised delivery date shall be as an indication only and shall not form part of any contract. CRL shall not be held liable for any inconvenience or expense that the purchaser incurs as a result of an early, late or missed delivery date or a partial or exceeded delivery promise.

7. Risk. 

1. The purchaser shall be liable for all risks to goods supplied from the time of delivery to the purchasers delivery address notwithstanding that title to the goods has not passed to them.
2. It is understood that no goods are manufactured or modified by CRL and any liability for non suitability for any specific purpose or use or for any consequential harm caused to any person or property by the goods or use of the goods can not fall to CRL. CRL shall remain harmless of any liability deemed or suspected to lie with the manufacturer for any failure or poor performance or malfunction of any goods or component therein.
3. The only guarantee that may apply to any goods supplied is restricted to that given by the manufacturer or the supplier. CRL will only accept for return or credit any goods that the manufacturer or supplier accepts back for credit, return or replacement regardless of any perceived fault or poor performance.
4. The purchaser shall protect CRL and its agents against the risk of any injury or hazard howsoever perceived whilst on the purchasers property or at its delivery address or premises. Any resultant harm, injury, inconvenience or loss incurred to CRL or its personnel or its agents shall be at the express liability of the purchaser and be fully indemnified and compensated for by provision made by the purchaser.

8. Liability for Defective Goods. 

1. If any goods supplied by CRL under this contract are found to be defective in any way CRL's liability shall be limited to at its option giving credit for such goods or replacing them subject to the remaining conditions of this condition.
2. Written notice of every claim under this condition must be given to CRL by the purchaser as soon as practicable but certainly no more than five days from the date of delivery of such goods.
3. In the case of goods supplied by but not manufactured by CRL, CRL's sole responsibility shall be to extend to the purchaser the same warranty as given by the manufacturer to CRL which shall not be required to bear any liability or expense greater than any amount actually recovered from the manufacturer.

9. Proper Law.

This contract shall in all respects be construed and will operate as an English Contract in conformity with English Law and the parties hereto submit to the jurisdiction of the English Courts. The interpretation of the English edition shall prevail over any translation. If any part of these conditions is held by any court or tribunal to be unenforceable or void, this shall not affect the remainder of the contract, which shall continue in force and effect regardless.