These conditions of sale shall form part of every contract between Anode Cathode Limited, and the purchaser (“Buyer”) for the sale and purchase of goods (“Products”) supplied by Anode Cathode Limited unless otherwise agreed in writing with respect to a specified transaction by a duly authorised representative of Anode Cathode Limited. The acceptance of a quotation or the placing of an order for the sale and purchase of Products shall include acceptance by the Buyer of these conditions which supersede any negotiations, representations, documents, or orders provided by the Buyer. The sale of the Products is conditional upon the Buyer’s acceptance of the terms set out herein. The fact that Anode Cathode Limited does not object to provisions contained in any communication by the Buyer shall not constitute a waiver of the provisions of these conditions of sale which shall prevail over the Buyer’s conditions unless otherwise agreed by a duly authorised representative of Anode Cathode Limited in writing.

A binding contract shall be created only when the Buyer has confirmed an order in writing and Anode Cathode Limited accepts the said order.

The contract price shall be the price specified at the time of acceptance of the Buyer’s order. In addition, the Buyer shall be invoiced where applicable for any further costs incurred due to packaging, transportation, customs, insurance, and other similar charges. Value Added Tax, where applicable shall be shown separately as an extra charge. Anode Cathode Limited reserves the right, at any time before delivery, to vary the contract price for Products. If there is an imposition of government tax, a rise in the cost of raw materials or labour, or if the cost of providing the Products is increased by any other factor beyond the control of Anode Cathode Limited. Prices are also subject to adjustment where the buyer requests modifications to the Products ordered.

Payment is required prior to goods being dispatched. Credit might be offered only if the Buyer has built a long-standing relationship with Anode Cathode, and full credit checks have taken place. Payment shall be made regardless of whether the Buyer has made an inspection of the Products delivered and without any deduction or set off. Anode Cathode Limited reserves the right at any time to revoke any credit previously extended if, in Anode Cathode Limited’s judgment, the Buyer’s financial condition does not warrant proceeding on a contract or be in breach of any condition in this contract, Anode Cathode Limited has the right its sole discretion, to suspend further deliveries or terminate any outstanding portion of order without prejudice to any of Anode Cathode Limited’s rights or claims against the Buyer. Anode Cathode Limited reserves the right to charge interest at 2.0% per annum above Barclays Bank Base Rate from the due date of payment until the date of actual payment and to recover its expenses including legal fees and costs of collection.

Delivery quotes dated represent Anode Cathode Limited’s best estimate but are not guaranteed. Anode Cathode Limited shall take all reasonable steps to deliver on the date quoted but Anode Cathode Limited shall not be liable for any loss or costs suffered by the Buyer as a result of Anode Cathode Limited’s failure to deliver in accordance with the contract.
Delivery terms shall be on an Ex-Works facility designated by Anode Cathode (Incoterms 2010). For clarification purposes, risk of loss with respect to the Products shall pass to the Buyer at Anode Cathode's designated facility.

All Products are subject to the manufacturer’s specifications, which may alter without prior notice to or approval from the Buyer provided that such modifications do not materially affect the performance of any Products or the purpose for which it can be used.

Anode Cathode Limited does not warrant that the sale or use of the goods does not infringe any third-party patent or trade mark, trade name or registered design. The Buyer shall be solely responsible for obtaining all permits, licenses, or certificates required for the installation, use or promotion of such Products.

Anode Cathode Limited will use reasonable endeavours to pass on to the Buyer the benefit of any guarantee or warranty which may have been given to Anode Cathode Limited by its supplier or manufacturer or as implied in favour of Anode Cathode Limited, but the Buyer will identify Anode Cathode Limited against all costs, claims and expenses incurred in connection with the enforcement thereof. Save as stated above, all warranties, express or implied, are hereby excluded and under no circumstances will Anode Cathode Limited be liable for any consequential or contingent loss or damage.

Purchase orders acknowledged by Anode Cathode are non-cancellable/non-refundable (NCNR). Orders cannot be modified without the written agreement of the parties. The Buyer shall indemnify Anode Cathode Limited in respect of the cost of any cancellation, in whole or part, of any order.

The Buyer alone shall be responsible, and shall take all appropriate measures, to comply with all applicable import and/or export control regulations, and will hold Anode Cathode harmless from all damages arising out of or in connection with any violation thereof. Anode Cathode's obligation to fulfil this agreement is subject to the proviso that the fulfilment is not prevented by any impediments arising out of national and international foreign trade and customs requirements or any embargos [or other sanctions].

Buyer acknowledges that in entering the contract Buyer has not relied on any documentation, statements or representations given or made by or on behalf of Anode Cathode Limited other than documentation specifically identified as applying to the contract.

Anode Cathode Limited shall not be under any liability for any failure to deliver, any delay, loss or damage due to any cause beyond Anode Cathode Limited’s control, including but not limited to acts of nature, war, embargo, riot, terrorist act, pandemic, Government intervention, strikes and lookouts or delays by suppliers.

The Buyer may not assign this contract or any rights or claims hereunder without Anode Cathode Limited’s prior written consent.

Failure by Anode Cathode Limited to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right or prevent enforcement thereof thereafter.

The invalidity or unenforceability of any provision of these terms and conditions shall not affect the other provisions which shall be construed in all respects as if such invalid or unenforceable provisions had been omitted.

Any notices sent to the Buyer shall be deemed to be delivered if sent to the Buyer’s last known address.

The contract shall be governed, construed, and enforced in accordance with the laws of England and Wales.