Terms and Conditions.

The following definitions apply throughout these terms and conditions.
      "the Buyer" shall mean the person, firm or company with whom any contract is made;
      "SD2" shall mean Stewart Digital 2 Limited
      "the Goods" shall mean any goods the subject of an order by the Buyer whether or not on SD2's standard order form and agreed to be sold by SD2 to the Buyer.
1. Any order by the Buyer for Goods from SD2 is deemed to incorporate these terms and conditions to the exclusion of any other terms and conditions and no variation or modification of or substitution for these terms and conditions shall be binding on SD2 and any other proposed terms and conditions shall be void unless specifically accepted by a director of SD2 in writing.
2. If any provision of these terms and conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these terms and conditions and the remainder of the provision in general shall not be affected thereby.
3. Prices
3.1. Prices are determined by reference to SD2's price list current at the date of acceptance of the order by SD2 subject always to the agreed discount off published recommended retail prices as notified in writing by SD2 to the Buyer from time to time and to extra charges where applicable for special non-standard services. SD2 reserves the right upon giving 7 days written notice to increase the price of the Goods.
3.2. All prices are given by SD2 plus carriage which is detailed on the order summary page.
3.3. The price (as set out on the published SD2 Price List from time to time) is exclusive of any applicable value added tax (which is detailed separately on the order summary page) but the Buyer shall be additionally liable to pay to SD2 any others taxes which from time to time may be enforced.
4. Payment.
4.1. The Buyer shall pay the price of the Goods prior to the production and delivery of any order. The time of payment of the price shall be of the essence of the contract.
4.2. The only exception to 4.1 above shall be where SD2 has offered explicit credit terms in writing to the buyer. In this case title to all goods shall remain with SD2 until payment has been made. Furthermore, the buyer undertakes to inform any customer on whose behalf goods are ordered that SD2 shall retain title to the goods until payment has been made and that should the buyer fail to pay for said goods liability for the unpaid goods shall pass to that customer.
4.3. Where credit terms have been offered under 4.2 above and the buyer is a Limited company then any liability for unpaid for goods that fall outside of the credit terms offered shall be deemed, without exception, to be personally guaranteed by the director(s) of said limited company. The placement of any orders by the buyer on credit shall be deemed evidence that this guarantee has been given.
5. Delivery
5.1. Delivery of the Goods shall take place at the Buyer's premises or at such other location as the Buyer shall have previously notified SD2 in writing..
5.2. Any dates quoted for delivery of the Goods are approximate only and SD2 shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of essence.
5.3. If SD2 fails to deliver the Goods for any reason other than any cause beyond SD2's reasonable control or the Buyer's fault, and SD2 is accordingly liable to the Buyer, SD2's liability shall be limited to the SD2 invoice price of the Goods.
6. Returns and Claims.
6.1. The Buyer shall upon delivery examine the Goods and shall promptly (but in any event within 3 working days of delivery) notify SD2 in writing of any apparent damage, defect or shortage. In default of such written notification SD2 shall be deemed conclusively to have properly performed its obligations in relation to the purchase and sale of the Goods. All illustrations, drawings and general descriptions contained in SD2’s advertisements or catalogues or other literature or otherwise provided to the buyer are intended for general guidance only and shall not be binding on SD2 and are only approximate indications of the type, size or colour of goods and are intended merely to represent a general idea of the goods described therein and the sales of such goods shall not be by reference thereto. The buyer shall take the goods at his own risk as to their corresponding with such examples or as to their quality, condition or sufficiency for any purpose.
6.2. No unauthorised returns can be accepted. For the avoidance of doubt, the Goods are not supplied on a sale or return basis.
7. Liability.
7.1. Risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when SD2 has tendered delivery of the Goods.
7.2. In the event of a claim, settlement will be limited to the value of the Goods defectively produced and will in no way extend to consequential loss howsoever caused.
7.3. SD2 shall not be liable to the Buyer or be deemed to be in breach of the agreement by reason of any delay in performing, or any failure to perform, any of SD2's obligations in relation to the Goods, if the delay or failure was due to any cause beyond SD2's reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond SD2's reasonable control:
7.3.1.    Act of God, explosion, flood, tempest, fire or accident;
7.3.2.    War or threat of war, sabotage, insurrection, civil disturbance or requisition;
7.3.3.    Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
7.3.4.    Import or export regulations or embargoes;
7.3.5.    Strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of SD2 or of a third party);
7.3.6.    Difficulties in obtaining raw materials, labour, fuel, parts or machinery;
7.3.7.    Power failure or breakdown in machinery.

8. Cancellation.
If any of the events below happen, or SD2 reasonably apprehends that any of the events mentioned are about to occur in relation to the Buyer and notifies the Buyer accordingly; then without prejudice to any other right or remedy available to it, SD2 shall be entitled to cancel the contract or suspend any further deliveries under the contract without any liability to the Buyer, 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. The events are if:
8.1. the Buyer 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
8.2. an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
8.3. the Buyer ceases, or threatens to cease, to carry on business.

9. Any dispute, claims or proceedings of whatever nature between the Buyer and SD2 in connection with or arising out of the validity, construction or performance of this agreement shall be subject to the non-exclusive jurisdiction of the High Court of Justice in Northern Ireland to which the Buyer and SD2 irrevocably submit.
10. The validity, construction and performance of this agreement shall be governed by Northern Ireland Law.

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