STANDARD TERMS AND CONDITIONS OF SALE

The customer's attention is drawn in particular to the provisions of clause 8

1. DEFINITIONS AND INTERPRETATION

1.1 In these Conditions, the following definitions apply:

Business Day means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

Conditions means the terms and conditions set out in this document as amended from time to time.

Contract means the contract between SHD and the Customer for the sale and purchase of the Products in accordance with these Conditions.

Customer means the entity which purchases the Products from SHD.

Group means, in respect of a company, any subsidiary or holding company from time to time of the company, and any subsidiary from time to time of a holding company of the company (holding company and subsidiary having the meaning given in section 1159 of the Companies Act 2006).

IPR means patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Products means the Products (or any part of them) set out in the Order, and shall include (if applicable) any advice provided by SHD in relation to such Products.

Order means the Customer's order for the Products, as set out in the Customer's purchase order form or in the absence of a purchase order form from the Customer then in the Customer's request to order the Products set out in SHD's quotation or (in the absence of a quotation) as otherwise agreed between the parties. 

SHD means either SHD Composite Materials Limited (registered in England and Wales with company number 07078299) or SHD Composite Materials D.o.o. (registered in Slovenia with company number SI8021279000), as identified in the order acceptance issued under clause 2.3 below.

Specification means any specification for the Products, including any related datasheets, that are produced by SHD or supplied by the Customer and agreed to in writing by SHD. 

1.2 Construction.  In these Conditions, the following rules apply:

1.2.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.2.2 A reference to a party includes its personal representatives, successors or permitted assigns.

1.2.3 A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

1.2.4 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

1.2.5 A reference to writing or written includes faxes and e-mails. 

2. BASIS OF CONTRACT

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. 

2.2 The Order constitutes an offer by the Customer to purchase the Products in accordance with these Conditions. The Customer shall ensure that the terms of the Order and any relevant Specification are complete and accurate.

2.3 The Order shall only be deemed to be accepted when SHD issues a written acceptance of the Order, at which point the Contract shall come into existence.

2.4 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of SHD which is not set out in the Contract. Any samples, drawings, descriptive matter, or advertising issued by SHD and any descriptions or illustrations contained in SHD's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Products described in them. They shall not form part of the Contract or any other contract between SHD and the Customer for the sale of the Products.

2.5 A quotation for the Products given by SHD shall not constitute an offer. A quotation shall only be valid for a maximum period of 30 days from its date of issue, and SHD reserves the right to cancel a quotation without notice (including where the price or availability of materials makes a previous quotation impractical or uneconomical).

3. DELIVERY

3.1 SHD shall deliver the Products to the location set out in the Order and agreed by SHD or such other location as the parties may agree ("Delivery Location") at any time after SHD notifies the Customer that the Products are ready.

3.2 Delivery of the Products shall be completed on the Products' arrival at the Delivery Location.

3.3 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. SHD shall not be liable for any delay in delivery of the Products that is caused by a Force Majeure Event (as defined in clause 9) or the Customer's failure to provide SHD with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.

3.4 If SHD fails to deliver the Products, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement Products of similar description and quality in the cheapest market available, less the price of the Products. SHD shall have no liability for any failure to deliver the Products to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide SHD with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.

3.5 If the Customer fails to accept delivery of the Products within 3 Business Days of SHD notifying the Customer that the Products are ready, then, except where such failure or delay is caused by a Force Majeure Event or SHD's failure to comply with its obligations under the Contract:

3.5.1 delivery of the Products shall be deemed to have been completed at 9.00 am on the third Business Day following the day on which SHD notified the Customer that the Products were ready; and

3.5.2 SHD shall store the Products until delivery takes place, and the Customer shall be liable for all related costs and expenses (including insurance).

3.6 If 10 Business Days after SHD notified the Customer that the Products were ready for delivery the Customer has not accepted delivery of them, SHD may resell or otherwise dispose of part or all of the Products and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Products or charge the Customer for any shortfall below the price of the Products.

3.7 The Customer shall not be entitled to reject the Products if SHD delivers up to and including 5% more or less than the quantity of Products ordered, but a pro rata adjustment shall be made to the Order invoice on receipt of notice from the Customer (with supporting evidence) that the wrong quantity of Products was delivered.

3.8 SHD may deliver the Products by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment. 

4. QUALITY

4.1 SHD warrants that on delivery, and for a period of 12 months from the date of delivery ("warranty period"), the Products shall:

4.1.1 conform in all material respects with their description and any applicable Specification; and

4.1.2 be free from material defects in design, material and workmanship.

4.2 Subject to clause 4.3, if:

4.2.1 the Customer gives notice in writing to SHD during the warranty period within a reasonable time of discovery that some or all of the Products do not comply with the warranty set out in clause 4.1; and 

4.2.2 SHD is given a reasonable opportunity of examining such Products; and

4.2.3 the Customer (if asked to do so by SHD) returns such Products to SHD's place of business at the Customer's cost;

then SHD shall, at its option, repair or replace the defective Products, or refund the price of the defective Products in full.

4.3 SHD shall not be liable for Products' failure to comply with the warranty set out in clause 4.1 if:

4.3.1 the Customer makes any further use of such Products after giving notice in accordance with clause 4.2; or

4.3.2 the defect arises because the Customer failed to follow SHD's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Products or (if there are none) good trade practice; or

4.3.3 the defect arises as a result of SHD following any drawing, design or specification supplied by the Customer; or

4.3.4 the Customer alters or repairs (or engages a third party to alter or repair) such Products without the written consent of SHD; or

4.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions.

4.4 Except as provided in this clause 4, SHD shall have no liability to the Customer in respect of the Products' failure to comply with the warranty set out in clause 4.1.

4.5 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

4.6 These Conditions shall apply to any repaired or replacement Products supplied by SHD (but, for the avoidance of doubt, the warranty period shall not be renewed or extended as a result of the provision of repaired or replacement Products).

5. TITLE AND RISK

5.1 The risk in the Products shall pass to the Customer on completion of delivery.

5.2 Title to the Products shall not pass to the Customer until SHD has received payment in full (in cash or cleared funds) for:

5.2.1 the Products; and 

5.2.2 any other Products or services that SHD has supplied to the Customer in respect of which payment has become due.

5.3 Until title to the Products has passed to the Customer, the Customer shall:  

5.3.1 hold the Products on a fiduciary basis as SHD's bailee;  

5.3.2 store the Products separately from all other Products held by the Customer so that they remain readily identifiable as SHD's property;  

5.3.3 not remove, deface or obscure any identifying mark or packaging on or relating to the Products; 

5.3.4 maintain the Products in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

5.3.5 notify SHD immediately if it becomes subject to any of the events listed in clause 7.2; and

5.3.6 give SHD such information relating to the Products as SHD may require from time to time, but the Customer may resell or use the Products in the ordinary course of its business.

5.4 If before title to the Products passes to the Customer the Customer becomes subject to any of the events listed in clause 7.2, or SHD reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided that the Products have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy SHD may have, SHD may at any time require the Customer to deliver up the Products and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Products are stored in order to recover them.

5.5 Where SHD exercises its right of recovery under clause 5.4, the Customer will indemnify SHD against any and all costs, losses and liabilities incurred by SHD in or as a result of such exercise.

6. PRICE AND PAYMENT

6.1 The price of the Products shall be the price set out in the Order, or, if no price is quoted, the price set out in SHD's published price list in force as at the date of delivery.

6.2 SHD may, by giving notice to the Customer at any time up to 30 Business Days before delivery, increase the price of the Products to reflect any increase in the cost of the Products that is due to:

6.2.1 any factor beyond SHD's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

6.2.2 any request by the Customer to change the delivery date(s), quantities or types of Products ordered, or the Specification; or 

6.2.3 any delay caused by any instructions of the Customer or failure of the Customer to give SHD adequate or accurate information or instructions. 

6.3 The price of the Products is exclusive of the costs and charges of packaging, insurance and transport of the Products, which shall be paid by the Customer when it pays for the Products.

6.4 The price of the Products is exclusive of amounts in respect of value added tax or any similar goods or sales taxes due ("VAT"). The Customer shall, on receipt of a valid VAT invoice from SHD, pay to SHD such additional amounts in respect of VAT as are chargeable on the supply of the Products.

6.5 Unless advance payment or some other arrangement is specified in SHD’s written acceptance of the Order, SHD may invoice the Customer for the Products on or at any time after the completion of delivery. 

6.6 The Customer shall, unless specified otherwise in SHD’s written acceptance of the Order, pay each invoice in full and in cleared funds within 30 days of the date of the invoice. Payment shall be made to the bank account nominated in writing by SHD. Time of payment is of the essence.

6.7 If the Customer fails to make any payment due to SHD under the Contract by the due date for payment ("due date"), then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above National Westminster Bank Plc's base lending rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

6.8 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against SHD in order to justify withholding payment of any such amount in whole or in part. SHD may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by SHD to the Customer.

7. CUSTOMER'S INSOLVENCY OR INCAPACITY

7.1 If the Customer becomes subject to any of the events listed in clause 7.2, or SHD reasonably believes that the Customer is about to become subject to any of them and notifies the Customer accordingly, then, without limiting any other right or remedy available to SHD, SHD may cancel or suspend all further deliveries under the Contract or under any other contract between the Customer and SHD without incurring any liability to the Customer, and all outstanding sums in respect of Products delivered to the Customer shall become immediately due.

7.2 For the purposes of clause 7.1, the relevant events are:

7.2.1 the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply; or 

7.2.2 the Customer commences negotiations with all or any class of its creditors

with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where the

Customer is a company) these events take place for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer; or

7.2.3 (being an individual) the Customer is the subject of a bankruptcy petition or order; or

7.2.4 a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; or

7.2.5 (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer; or  

7.2.6 (being a company) a floating charge holder over the Customer's assets has become entitled to appoint or has appointed an administrative receiver; or

7.2.7 a person becomes entitled to appoint a receiver over the Customer's assets or a receiver is appointed over the Customer's assets; or

7.2.8 any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 7.2.1 to clause 7.2.7 (inclusive); or

7.2.9 the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or substantially the whole of its business; or

7.2.10 the Customer's financial position deteriorates to such an extent that in SHD's opinion the Customer's capability adequately to fulfil its obligations under the Contract has been placed in jeopardy.

7.2.11 (being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.

8. LIMITATION OF LIABILITY

8.1 Nothing in these Conditions shall limit or exclude SHD's liability to the extent that such liability cannot lawfully be limited or excluded.  

8.2 Subject to clause 8.1:

8.2.1 SHD shall have no liability to the Customer, whether direct or indirect, and whether arising under contract, tort (including without limitation negligence), breach of statutory duty, indemnity or any other legal theory, for any costs, losses, expenses or liabilities arising out of, under, in relation to or in connection with the Contract or the Products supplied thereunder (any and all such liability together being “Liability”), for any:

8.2.1.1 loss of profit or anticipated profit;

8.2.1.2 loss of sales, revenue, opportunity or business;

8.2.1.3 loss of agreements or contracts;

8.2.1.4 loss of anticipated savings or increase in costs;

8.2.1.5 loss of or damage to goodwill or reputation;

8.2.1.6 loss of use or corruption of software, data or information;

8.2.1.7 financial or economic loss; or

8.2.1.8 indirect or consequential loss. 

8.2.2 SHD's total aggregate Liability to the Customer shall, save as specified in clause 8.2.3 below, not exceed the aggregate price paid for Products under the Contract.

8.2.3 SHD’s total aggregate Liability to the Customer for property damage caused by the negligence or breach of the Contract of SHD shall not exceed £2,500,000 per event and in the annual aggregate.

8.2.4 Where the Customer is not the sole ultimate customer or end user of the Products (each such person other than the Customer being an “End User”), then the Customer shall indemnify SHD against any Liability to such End User to the extent that such Liability is either (i) in excess of the Liability that SHD would have to the Customer under the applicable Contract in relation to which the relevant Products were supplied; or (ii) in duplication of Liability which SHD has to the Customer under the applicable Contract in relation to which the relevant Products were supplied.

8.2.5 SHD shall have no Liability to the Customer in respect of any act or omission unless the Customer commences a legal claim within 6 calendar months of the date on which the Customer became (or should have become) aware of the relevant act or omission.

9. FORCE MAJEURE

SHD shall not be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A "Force Majeure Event" means any event beyond SHD's reasonable control,  including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors. 

10. EXPORT CONTROL & RELATED MATTERS

10.1 The Customer gives the undertakings set out in this clause 10.1 (together the Export Control Undertakings) on its own behalf and those of each member of its Group. The Customer undertakes:

10.1.1 That it will comply in all respects with all applicable laws, rules, regulations and guidance of any nature in respect of the use within any country, or the import or export into or from any country to any other country, of the Products or any item or component including or incorporating the Products (the undertaking in this clause 10.1.1 being the Applicable Rules Undertaking);

10.1.2 That it will at all times provide full, accurate, honest and non-misleading information to SHD (whether in its Annual Customer Undertaking, any applicable Material Application Statement or any other written or oral communication with or to SHD) about its future use of the Products, including without limitation their proposed country of destination and the nature of any item, assembly or component into which the Products are to be incorporated or included (the undertaking in this clause 10.1.2 being the Use Undertaking); and

10.1.3 That it will promptly update SHD in writing as soon as it becomes aware (or reasonably should have become aware) that either (i) it has failed to fully and absolutely comply with the Applicable Rules Undertaking; and (ii) any information provided (or omitted when providing) information in accordance with the Use Undertaking is, was or has become incomplete, inaccurate, dishonest or misleading.

10.2 The Customer shall indemnify and hold harmless SHD and each member of SHD’s Group from and against any claim, proceeding, action, fine, loss, cost and damages arising out of or relating to any non-compliance with the Export Control Undertakings by the Customer, and the Customer shall compensate SHD for all losses and expenses resulting therefrom (including without limitation any losses or liability under, or loss or reduction of, third party contracts).

11. GENERAL

11.1 IPR

11.1.1 Any and all IPR arising out of or relating to the Products (including without limitation the chemicals, processes or other matters relating to their content, development or manufacture) (“Products IPR”) shall be and remain the exclusive property of SHD.

11.1.2 SHD grants to the Customer a non-exclusive, transferable, royalty-free licence to use the Products IPR solely for the purposes of using the Products (“Limited Licence”).

11.1.3 Without prejudice to the generality of clause 11.1.2, the Limited Licence does not permit the Customer to, and the Customer hereby undertakes not to (whether directly or indirectly) attempt to reverse-engineer, deconstruct or otherwise perform any actions designed to understand the content of, or processes used in the manufacture or treatment of, the Products.

11.2 Assignment and subcontracting.

11.2.1 SHD may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

11.2.2 The Customer may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of SHD.

11.3 Notices.

11.3.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause (including by inclusion in or use to send or receive the order acceptance under clause 2.3), and shall be delivered personally, sent by pre-paid first-class post, recorded delivery, commercial courier or e-mail.

11.3.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 11.3.1; if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by e-mail, one Business Day after transmission.

11.3.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

11.4 Severance.

11.4.1 If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected. 

11.4.2 If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

11.5 Waiver.

A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

11.6 Third party rights.

A person who is not a party to the Contract shall not have any rights under or in connection with it.

11.7 Variation.

Any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by SHD.

11.8 Governing law and jurisdiction.

The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit (for the sole benefit of SHD and subject as provided below) to the exclusive jurisdiction of the courts of England and Wales. Nothing in this clause shall limit the right of SHD to take proceedings against the Customer in any other court of competent jurisdiction, nor shall the taking of proceedings by SHD in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions by SHD, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.

Terms and Conditions issued 2nd January 2024.