TERMS & CONDITIONS

General

The conditions set out below are the only terms on which we do business unless a variation is specifically
agreed in writing signed by a director of Two smoking barrels Ltd

("the company"). If a client or a prospective client wishes to negotiate a variation of the conditions, either generally or in part, the request should be made by letter, sent recorded delivery, addressed for the attention of the Managing Director of "the company" at its office. By not sending such letter "the client" or prospective client acknowledges that he accepts these conditions and that any standard terms which may appear on any of his stationery shall be of no effect. If an order is not placed, "the client"is liable to reimburse any expenses incurred by "the company" at "the client”s request. If "the company"has been contracted for a period of time by "the client" and "the client" ends the contract short of the agreed period for any reason "the client" is liable to pay compensation to the value of the remaining contracted period to "the company" for loss of earnings.


Payment

Prices quoted are net and are payable before delivery. If requested, and subject to satisfactory credit rating, bank and trade references, "the company"may agree that an account can be given. Payments against accounts become due in full not later than thirty days from invoice date. Unless otherwise agreed in writing "the client" shall pay "the company"interest on all accounts at the rate of 5% per week above the current base rate of Barclays Bank Plc from the day that payment was due until payment is made in full. [The EU Directive in regards to late payment is clear. The statutory rate claimable is 8.75% above the base rate plus any additional compensation for damages and costs, however, it is also clear that any contract between parties is deemed to overrule the statutory rate, therefore, please ensure payments are made in the allocated time frame to avoid penalty.]

Not withstanding any agreement for credit or course of dealing on credit terms ‘" the company"may at any time and without giving notice or reason revoke such agreement or terms without penalty.

The title to all goods sold by "the company" will remain vested in "the company" until full payment has been made. At any time at "the company”'s discretion "the company"may use its retention of title to recover goods not paid for in full from a client or a third party. Should the goods not be available "the company" may claim other goods of a similar value. On behalf of "the company"its servants or agents may enter upon "the client"'s premises for the purpose of repossessing the goods or goods to the same value as. If any money value difference is left after "the company" has recuperated the amount outstanding the balance will be returned less costs.

Should default be made by "the client" in paying any sum due under order or contract "the company" at its option shall be entitled either to suspend supplies until default is made good or treat such default as a repudiation of the contract in which case "the client" (without prejudice to any right which "the company" may have to the return of any goods or the payment of any compensation or damages by "the client”) pay "the company" reasonable charges incurred in the course of any part performance of the contract by "the company”.

If "the company"owes any amount to "the client" in respect of any purchases whatsoever contract account transactions will not be accepted.

If "the client" is a limited company or other legal entity claiming limited liability and "the client" is unable to pay for goods and or services supplied for any reason whatsoever, including insolvency, the directors or partners shall also become jointly and severally liable for the debt.


Delivery

Delivery terms quoted are subject to confirmation after order and are at times subject to unforeseen delays over which we have no control. "the company" whilst making reasonable effort to comply with the quoted date of delivery shall not be liable for any penalty, loss, injury, damage or expenses directly or indirectly consequent upon any delay or failure in delivery or performance by "the company" or its agents or servants from any cause whatsoever nor shall such delay entitle "the client" to cancel any order, refuse to accept or repudiate any contract for work to be done.


Liability

"the company”'s liability whether, in contract, tort or otherwise in respect of any goods supplied by it shall be limited solely to the foregoing, and in no circumstances does "the company" or its directors accept any further liability or any injury, damage or financial loss or for either direct or consequential losses howsoever or whenever arising. in particular, but without prejudice to the generality of the foregoing.


Limitation of liability

If "the company" carries out any work at the request of "the client" the company”'s liability for any failure or breach of contract will be limited to the invoice cost of the work.


Cancellation

Orders placed with "the company" cannot be cancelled except with "the company”'s written consent and on terms which will indemnify "the company" against any damage or consequential loss.


Nominees

"the client" shall indemnify "the company" and any and all of its agents, officers and servants against all costs arising from the provision of nominee officers, signatories, shareholders etc.


Performance of contract

In event of the performance of any obligation accepted by "the company" being prevented, delayed or in any way interfered with by either An act of God, outbreak of war, either general or local riot or other civil commotion, strike, lockout, act or decree of any government or any other act, matter or thing beyond our reasonable control. Non-delivery or non-performance by "the company”'s suppliers or damage, loss or destruction of the whole or part of the goods or work, "the company" may at its option suspend performance or cancel its obligation under the contract without liability for any damage or consequential loss resulting therefrom such suspension or cancellation being without prejudice to "the company”'s right to recover all sums owing to it in respect of consignments delivered, or collected and costs incurred to date by any cause beyond "the company”'s control.|


Assignment

The contract shall not be assigned by "the client" to any third party without the prior consent of "the company”.


Patents

"the client"is to indemnify "the company" against any claims whatsoever for damages and or costs against all liability in respect of any infringement of trademark, patent right, copyright or any other intellectual property resulting from compliance with clients instructions express or implied.


Law and jurisdiction

Subject to the above conditions "the client" shall not take legal action against "the company" or its directors.

The contract shall be governed by and constructed in all respects in accordance to English law. "the client" on entering into the contract submits to the jurisdiction of the English courts. Should any condition or part thereof become unenforceable for any reason whatsoever this shall be without prejudice to the remainder of that condition and all other conditions and part conditions. The condition headings are inserted for convenience only and shall not affect the construction of these conditions