1. These Terms and Conditions of Trading are to govern any Contract between the Customer, hereafter known as the “Buyer”, and Brenton Ltd, hereafter known as “The Company”, and shall prevail over any Terms put forward by the Customer, unless The Company expressly agrees to them in writing. No conduct by The Company shall be deemed to constitute acceptance of any Terms put forward by the Customer. No Employee or Agent of The Company has authority to vary these Terms orally. No addition to or variation of theses Terms is binding on The Company unless in writing, signed on The Company behalf by a Director.
2. Delivery commitments are entered into in good faith but The Company shall not be liable for failure to deliver on the specified dates nor shall such failure be deemed to be a breach of contract or any of its conditions pr part thereof.
3. (a) The Company shall not be liable for any loss or damage of whatsoever kind arising from failure by The Company to perform the contract, wholly or in part, which loss is caused by a) default by The Company’s suppliers or b) any cause beyond the control of The Company.

(b) The Company’s liability whether in contract or in tort or in otherwise shall in every case be limited to the amount of the invoice for the goods to which the claim relates.

(c) In no circumstances whatsoever shall The Company be liable for indirect or consequential loss or for loss of profit.

4. (a) The goods shall remain the Seller’s property until the Buyer has paid all sums due from it to The Company on any account whatsoever. Until that time the Buyer shall hold them as bailee, store them in such a way that they can be identified as the Seller’s property, and keep them separate from the Buyer’s own property and the property of any other person.

(b) Although the goods remain the Seller’s property until paid for, they shall be at the Buyer’s risk from the time of delivery and the Buyer shall insure them against loss or damage accordingly (and in the event of such loss or damage shall hold the proceeds of such insurance on behalf of the seller as trustee for the Seller).

(c) The Buyer’s right to the possession of the goods shall cease if:

• (i) The Buyer has not paid for the goods in full by the expiry of any credit period allowed by this contract: or
• (ii) The Buyer is declared bankrupt or makes any proposal to his creditors for a composition or other voluntary arrangement; or
• (iii) A receiver, liquidator or administrator is appointed in respect of the Buyer’s business.

On cessation of the Buyer’s right to possession of the goods in accordance with this clause, the Buyer shall, at his own expense make the goods available to the Seller and allow the Seller to repossess them.

(d) The Buyer hereby grants the Seller, his agents and employees an irrevocable licence to enter any premises where the goods are stored in order to repossess them or inspect them at any time.

• The Company will send invoices to the customer on or immediately after the date on which the goods are despatched. Any short delivery or any damaged goods delivered or any non-delivery or error on delivery of goods of any kind whatsoever must be notified in writing by the customer to The Company within 7 days of the date of invoice. The Company will not accept any late claims.
• Payment is due 30 days from date of invoice on approved credit accounts. If the customer shall fail to pay in full the invoice by the due date then The Company shall be entitled to interest on the sum outstanding (including the V.A.T. element of any invoice) at an annual rate of 12% for each day your invoices are overdue (Late Payment of Commercial Debts Regulations 2002 – the rate is reviewed every 6 months) to be paid both before and after any judgement.
• The giving of time by The Company to the customer or the neglect of forbearance of The Company in requiring or enforcing payment or any monies due or the variation or relaxation of these Terms and Conditions in any instance or instances shall not in any way prejudice or affect the enforceability of these Terms and Conditions on any other occasion or occasions.
• All contracts are deemed to be entered into inMilton Keynes, England. The validity, construction and performance of the contract shall be governed in all respects by the law of England and both parties shall submit to the non-exclusive jurisdiction of the English courts.
• If any of the Terms and Conditions or any part thereof is rendered void or unenforceable by any legislation or judicial decision they shall be unenforceable only so far such legislation or decision shall dictate and no further. Such unenforceability of part in no way affects or invalidates the remainder of these Terms and Conditions.