1. Terms

1.1 “Ivanhoe” and “Strident” mean Ivanhoe Trading Ltd trading as Strident at 50 Turbine Way, Eco Tech Business & Innovation Park, Swaffham, Norfolk, PE37 7XD.
1.2 “The Customer” means the person, firm or company buying Goods from Ivanhoe.
1.3 “Goods” means the goods to be supplied by Ivanhoe to the Customer subject to these Terms and conditions.
1.4 “Contract” means the contract for the supply of the Goods subject to these Terms and Conditions of Sale.
1.5 These Terms and Conditions shall apply to all Contracts for the sale of Goods by Ivanhoe to the Customer whether expressly referred to or not to the exclusion of any terms or conditions introduced or purported to be introduced by the Customer.

2. Delivery

2.1 In these terms “Delivery’ shall mean whichever is the earliest of:
2.1.1 the date of actual delivery of the Goods; or
2.1.2 the date on which delivery of the Goods is tendered by Ivanhoe; or
2.1.3 (where the Goods are to be collected), the date on which Ivanhoe notifies the Customer that the Goods are available for collection.
2.2 Any dates quoted for delivery of the Goods are approximate only and Ivanhoe shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of the Contract unless previously agreed in writing by a director on behalf of Ivanhoe. The Goods may be delivered by Ivanhoe in advance of the quoted, delivery date upon giving reasonable notice to the Customer.
2.3 Where Ivanhoe has agreed in writing to supply the Goods delivered to premises other than Ivanhoe the Customer shall inspect the same on delivery and any non-delivery, shortages in delivery or defects, damage to or breakages of the Goods must be notified to the carrier concerned at the time of delivery and notified to Ivanhoe in writing within 3 days of the delivery date with a complete claim in writing submitted within 14 days. Failure to do so shall preclude the Customer from any rights or remedies against Ivanhoe whatsoever.
2.4 If the Customer fails to inspect the Goods on delivery the Customer must sign the delivery note or other delivery acknowledgement as ‘UNCHECKED” otherwise the full shipment of Goods shall be deemed to have been supplied in good condition and Ivanhoe will not accept any claim for shortages in delivery or defects or damage to or breakages of the goods.

3. Payment

3.1 Unless 3.2 below applies, payment is due on Delivery and may be recovered by Ivanhoe whether or not actual delivery or collection of the Goods has occurred.
3.2 Where credit terms have been agreed, payment is due 30 days after the date of the invoice, unless Ivanhoe have agreed a different period in writing.
3.3 Interest shall accrue at 2% per month from the date on which payment is due until the date of actual payment.
3.4 In the event that any payment due to Ivanhoe from the Customer is not paid on the due date, Ivanhoe may, in addition to any other remedy available to it, suspend delivery of any more Goods under the same or any other Contract with the Customer.
3.5 The price of the Goods is exclusive of VAT which shall be paid in addition by the Customer.
3.6 The price list issued by Ivanhoe is for the guidance only and prices may be altered without notice.

4. Risk and Property

4.1 Risk and damage to or loss of the Goods shall pass to the Customer on Delivery.
4.2 Notwithstanding Delivery and the passing of risk of the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Customer until Ivanhoe has received in cash or cleared funds payment in full of the price of the Goods and all other goods as agreed to be sold by Ivanhoe to the Customer for which payment is then due.
4.3 Until such time as the property in the Goods passes to the Customer, the Customer shall hold the Goods as Ivanhoe’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as Ivanhoe’s property, but shall be entitled to resell or use the Goods in the ordinary course of its business.
4.4 Until such time as the property In the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold), Ivanhoe shall be entitled at any time to require the Customer to deliver up the Goods to Ivanhoe and if the Customer fails to do so forthwith to enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods.
4.5 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of Ivanhoe, but if the Customer does so all monies owing by the Customer to Ivanhoe shall (without prejudice to any other right or remedy of Ivanhoe) forthwith become due and payable.

5. Warranties and liability

5.1 Ivanhoe shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Customer.
5.2 Ivanhoe shall be under no liability in respect of any defect arising from fair wear and tear, willful damage, frost, negligence, abnormal working conditions, failure to follow Ivanhoe’s instructions (whether oral or in writing) misuse or alterations or repair of the Goods without Ivanhoe’s approval.
5.3 Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer(within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other term simplied by statute or common law are excluded to the fullest extent permitted by law.
5.4 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Customer are not affected by these Conditions.
5.5 Subject to the remaining sub-clauses of this Condition any claim by the Customer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Customer) be notified to Ivanhoe in accordance with Clause 2 or (where the defect or failure was not apparent on reasonable inspection on Delivery) notified in writing within 3 days after discovery of the defect or failure. If delivery is not refused, and the Customer does not notify Ivanhoe accordingly, the Customer shall not be entitled to reject the Goods and Ivanhoe shall have no liability for such defect or failure, and the Customer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
5.6 Subject to the remaining sub-clauses of this Condition Ivanhoe warrants that the Goods will be of merchantable quality
5.7 In the event that the Goods are proved to be defective during the Warranty Period, then Ivanhoe undertakes at its option either to replace or to give credit for or to repair or rectify the Goods (subject to any intervening wear and tear) to the condition originally required under the Contract provided that:
5.7.1 the customer supplies Ivanhoe with proof of purchase of the Goods;
5.7.2 the Customer notifies Ivanhoe in writing of its claim within 14 days after discovering the alleged defect giving full details of the alleged defect;
5.7.3 Ivanhoe shall be entitled and shall be offered facilities to inspect and test the Goods;
5.7.4 (upon examination) the Goods prove to be defective or fail due to faulty materials;
5.7.5 no person other than Ivanhoe has dismantled, repaired or so attempted or otherwise tampered with the Goods or any part thereof;
5.7.6 the Goods shall have been installed, used, maintained, stored and serviced (where appropriate) in accordance with the manufacturer’s and/or Ivanhoe installation, operating and maintenance instructions and in a proper manner; and
5.7.7 the Goods have not been used for display or demonstration purposes;
5.7.8 the Goods shall not have been used whilst allegedly defective in need of repair; and
5.7.9 the total purchase price for the Goods has been paid by the due date for payment and Ivanhoe shall have no further liability to the Customer
5.8 If such notice is not received and such proof not forthcoming within the Warranty Period then the Goods shall be deemed to be free from any defect.
5.9 Variations in quantity and/or variations or defects in quality or dimensions in any delivery or delay in delivery shall not be a ground for cancellation of the rest of any Contract.
5.10 The Goods are sold explicitly on the condition that they will be used only in the prescribed manner and for the purpose for which they were designed. The Customer must satisfy itself that the intended use of the Goods is use in the prescribed manner and for the purpose for which the Goods were designed, and Ivanhoe shall be under no liability for any damage loss or injury resulting from any use of the Goods which is not in accordance with their prescribed manner or design.
5.11 The Customer shall ensure that at the time of the sale and delivery of any of the Goods to any customer of the Customer, the Goods are of merchantable quality and comply with all conditions guarantees and warranties whether express or implied by statute or common law applicable in respect of the sale of the Goods and the Customer will indemnify Ivanhoe against all claims made by any such customer resulting from the Customer’s failure to comply with the terms of this Condition.
5.12 Except in respect of death or personal injury caused by Ivanhoe’s negligence, Ivanhoe shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of Ivanhoe, its employees, or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Customer, and the entire liability of Ivanhoe under or in connection with the Contract shall not exceed the price of the Goods.
5.13 Ivanhoe shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Ivanhoe’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond Ivanhoe’s reasonable control.
5.14 The Customer agrees and accepts that with regard to the limitations of liability contained in these Conditions that such limitations of liability are perfectly fair and reasonable having regard inter alia to the following circumstances:
5.14.1 that the potential losses which could or might be caused as a result of any such breach are greatly in excess and wholly disproportionate to the amount which is being charged by Ivanhoe to the Customer in respect of the of the Goods;
5.14.2 that Ivanhoe has no knowledge or information asto the value of any contractsto be entered into by the Customer which may involve the Goods;
5.14.3 that Ivanhoe is anxious to keep to as low a level as reasonably possible for the benefit of the Customer and all Ivanhoe other customers its chargesin respect of goods and services provided by it;
5.14.4 that Ivanhoe is unable to obtain adequate insurance cover in respect of the potential losses which could or might arise from any breach or negligence in relation to the Contract or the Goods;

6. Insolvency of customer

This clause applies if:
6.1.1 the Customer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) become subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
6.1 .2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer; or
6.1.3 the Customer ceases, or threaten to cease, to carry on business; or
6.1.4 Ivanhoe reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.
6.2 If this Clause applies then, without prejudice to any other right or remedy available to Ivanhoe shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Customer, 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.

7. Indemnity

7.1 Where the purchaser is an individual, that individual personally guaranties to indemnify the Company for any amount outstanding for time to time in the event of non-payment of sums due under Condition 3 above;
7.2 Where the purchaser is a partnership, the partners personally guarantee, jointly and severally, to indemnify the company for any amount outstanding from time to time in the event of non-payment of sums due under Condition 3 above;
7.3 Where the purchaser is a limited company, the directors’ guarantee, jointly and severally, to indemnify the company for any amount outstanding form time to time in the event of non-payment of sums due under condition 3 above;

8. Severability

8.1 If any part of these conditions is declared void or unenforceable by any court or administrative body of competent jurisdiction, the validity of the remaining provisions of these conditions are not affected.

9. Law and Jurisdiction

9.1 English law governs these conditions and the company and the purchaser agree to the non-exclusive jurisdiction of the English courts.