1. These Trading Terms are applicable to all transactions that are entered into between Ramezani (London) ltd. ("the Company") antl custonrers. All sales made by the Company will be subject to these Trading terms unless varied or excluded by written agreernent of the Company.

These Terms and Conditions shall prevail over any printed or other terms and conditions contained in or referred to in any l-rurchase order or other document whatsoever sent to the Company or otherwise notified to the Company.

2. Unless otherwise agreed in writing, the price of the goods shall be the Company's list price applicable at the time of delivery to the customer in the LlK or to the UK port or airport, exclusive of VAT, cr the price set out in the Company's invoice, whichever is the lower. Unless given in writing, no order will be binding. Any offer for sale by the Company of Goods is made on the basis that it is open for acceptance within three working days unless otherwise stated; after such period the offer is automatically revoked without further notice to the customer. Furthermore, all offers are made on the basis that acceptance thereof will be effective if the goods which are the subject of the relevant offer are available for sale at the time of the relevant acceptance.

3. (a) Delivery times are approximate and time for delivery shall not be of the essence. Any circumstances whatsoever completely beyond the Company's control that make it impossible for the Company to fulfil its obligations with regard to delivery dates, are not circumstances entitling the buyer to cancel the contract. The Company will not be responsible for reimbursement of costs, consequential loss or damage of any nature whatsoever that are incurred by any delay or late delivery.

(b) The risk in all goods passes to the buyer as soon as the good leave the Company's warehouse, except in the following circumstances:

(i) FOB sale risk will pass when the goods are delivered to the shipper.

(ii) CIF sale risk will pass when the goods are delivered to the premises of the customer or those of his appointed aEent.

4. (a) Until ihe customer has paid the price for the goods specified in Clause 2 of these ternns, property in the goods is retained by the Company.

For the avoidance of doubt although iitle in the gocds will be retained by the Company pursuant to this clause, risk in the goods wili pass in accordance with Clause 3(b) hereof.

(b) wittrout prejudice to any other remedy available to the Company by reason of any loss suffered by the Company, any goods in the possession of the customer for which the Company has not received payment shall on written request from the Company be returned to the Company forthwith. The customer hereby gives a licence to the Company and its agents to enter on any premises of the customer for the purposes of removing such goods at any such time after the due date for payment of the price for the goods has passed and such price has not been paid in full.

5. Unless otherwise agreed in writing, payment for the goods shall be made in full within 30 days of the invoice issued by the Company. However, if payment is not made within 30 days, any discount or allowance for prompt payment shall automatically revoked without further notice to the customer.

The buyer will be responsible for all costs and expenses, unless otherwise stated on the face of the invoice. lf payment is not made by the 30th day after the date of the invoice, interest shall accrue on the invoiced amount at a rate of 1l4o/o per month pro rata for each day the invoice amount remains outstanding.

ln addition to any remedies to which the buyer is entitled under the Late Payment of Commercial Debt (lnterest) Act 1998, the

customer shall be liable for all costs and expenses incurred by the Company in the collection of any debt, including any costs incurred in exercising the Company's rights under Clause 4 of these Terrns.

6. Unless otherwise agreed in writing, goods despatched to custonters on the basis of "sale orreturn", "approval", "approbation" or "consignment" will be for a maximum period of 90 days and a lAok surcharge will be levied on the co st of goods in voiced to the customer.

The customer shall, within 7 days of the sale of the goods, confirm in writing to the Company that the goods have been sold, and immediately thereafter pay the invoice price plus surcharge, in accordance with this clause. ln the event the goods have not been sold after 90 days, or such shorter period as is agreed, the customer shall pay the invoice and surcharge in accordance with the provision of this clause.

The customer is responsible for any loss of damage to the goods whilst in transit or in the custody of the customer, and the customer will arrange insurance in respect of such goods during the period of its possession. ln the event of any loss or damage to the goods whilst in the possession of the custcmer, the customer will pay to the Company the full invoice value of the goods without discount.

7. (a) lf the customer inpects the goods before purchase, any defects in the goods which ought to have been reasonably apparent on inspection will be deemed to have been brought to the custorner's attention, and the Company accepts no liability whatsoever in respect of any such defect. ln respect of any other defects (whether or not inspection has taken place) the Company's liability will be lirrited to cancellation of the contract, return of the goods at the Company's expense and a refund of any monies paid by the customer to the Company under the contract or. at the option of the Company, replacement at the Company's expense of the defective goods.

(b) lf the customer has not inspected the goods prior to deiivery, the customer will be deemed to have inspected the goods within 7 days of Celivery to him and the Company accepts no iiability whatsoever in respectof any defect which ought to have been reasonably appareni on inspection of the goods, which the customer has not notified to the Company with 7 days of receipt by the customer.

8. lf any goods in respect of t he Company is bearing the risk until receipt by the buyer shall be lost, destroyed or damaged in transit to the buyer, the buyer shall still be responsible for paying the full price in respect of the goods to the Company unless the Company shall receive from the buyer notificatron rn writing or by telex, cablegram or telegram within 7 days of the date of the relevant invoice (in the case of loss or destruction) or three working days from the date of recerot of the goods (in the case of damage).

9. lf the customer sends a third party to the Company to select goods, a 10% surcharge will be ievied on the cost of goods invoiced to the (customer.

10. ln the event any clause of this Trading Terrns are held to be void, voidable or unenforceable by any court of competent jurisdiction, then such clause shall be severed from these Trading Terms and ilre remaining Tradinq Terms shall remain in full force and effect.

11. Nothing in these Terms shall deprive any customer who is not acting in his ordinary course of business of his rights under the Unfair Contract Terms Act 1977 and the Sale of Goods Act 1979 (as amended).

12. All agreements between the Company and its customers shall be governed by English Law.

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