CAMCO UK LIMITED – MASTER TERMS AND
CONDITIONS OF SALE

CAMCO UK Limited | The Saw Mill, Ballynahinch Road, Crossgar, Downpatrick, Northern Ireland, BT30 9HS
In the absence of any special written agreement between the parties wherein alternative terms explicitly prevail, any supply of goods or performance of services undertaken by CAMCO UK Limited ("CAMCO") to or for the Customer ("the Customer") shall be subject strictly to the following Terms and Conditions of Sale ("Terms"). No variation or modification of these Terms shall be effective unless agreed in writing by an authorized representative of CAMCO.

1. Definitions and Interpretation

• 1.1 "CAMCO": Means CAMCO UK Limited.
• 1.2 "Customer": Means the person, firm, or company purchasing Goods from CAMCO.
• 1.3 "Goods": Means all edgebanding materials, allied consumables, rolls, converted stock, or replacements supplied under the contract.
• 1.4 "Custom Goods": Means Goods that are slit, rewound, special production, or specifically converted/ordered to Customer specifications.
• 1.5 "VAT": Means Value Added Tax under applicable UK tax legislation.

2. Contract Formation, Order Precedence & Order Changes

• 2.1 Entire Agreement & Precedence: These Terms constitute the entire agreement between CAMCO and the Customer. All sales are expressly conditional on the Customer's assent to these Terms. CAMCO explicitly objects to and rejects any conflicting or additional terms proposed by the Customer, whether contained in a purchase order, specification, or alternative document. Dispatch of Goods shall not constitute acceptance of Customer terms.
• 2.2 Order Formation: Orders placed via email or phone constitute an offer. A binding contract is formed only when CAMCO issues a written Order Confirmation or dispatches the Goods.
• 2.3 Order Changes & Cancellations:
  
  • Confirmed orders for Custom Goods (including slit, rewound, or special production items) are strictly non-cancellable, non-refundable, and non-returnable once confirmed.
  • Cancellations of standard stock orders after order confirmation may incur a fee of up to 35% of the total order value if Goods have already been processed, packed, or dispatched.

3. Commercial Tolerances & Call-Off Orders

• 3.1 Delivered Quantity Tolerance: Delivered quantities on custom, slit, or production runs may vary by up to ±20% against the ordered quantity. Invoicing will reflect the actual quantity supplied pro-rata based on the agreed unit rate.
• 3.2 Thickness Variance: Material thickness is subject to standard manufacturing tolerances of up to 15% (e.g., nominal 2.0mm thickness material may legally measure between 1.70mm and 2.30mm).
• 3.3 Call-Off Orders: Where CAMCO explicitly agrees in writing to hold Goods under a call-off arrangement:
  
  • The full order quantity must be taken and delivered within 3 months of the initial order confirmation date;
  • The Customer must draw down a minimum of 1/3 of the total order quantity per month;
  • Any remaining balance undelivered after 3 months will be dispatched and invoiced automatically, or subjected to reasonable ongoing storage charges at CAMCO's discretion.

4. Price and Payment

• 4.1 Prices: All quoted prices are exclusive of VAT and carriage charges unless explicitly stated otherwise in writing.
• 4.2 Credit Accounts: Payment for approved credit accounts is strictly due within 30 days of the invoice date.
• 4.3 Non-Credit Accounts: New accounts or accounts without approved credit operate on a proforma basis, requiring cleared funds prior to dispatch.
• 4.4 Late Payment Interest: Late payments accrue interest at 4% per annum above the Barclays Bank base rate, calculated daily from the due date until full cleared payment is received.

5. Delivery, Freight & Risk Transfer

• 5.1 Risk Transfer: Risk of loss or damage passes to the Customer upon collection by the Customer or their designated carrier, or upon arrival and offloading at the Customer's designated premises where carriage is arranged by CAMCO.
• 5.2 Delivery Times: Delivery timeframes quoted are estimates only. CAMCO shall use reasonable endeavours to meet agreed schedules but shall not be liable for delivery delays.

6. Retention of Title

• 6.1 Ownership: Legal and beneficial ownership (title) of the Goods remains entirely with CAMCO until CAMCO receives full cleared payment for all Goods supplied under any account.
• 6.2 Fiduciary Duty & Storage: Until title passes, the Customer holds the Goods as CAMCO's fiduciary bailee and must store them safely, separately, and clearly identifiable as CAMCO's property, insured for full replacement value. CAMCO-TNC-2026-V1 page 2
• 6.3 Repossession Rights: The Customer grants CAMCO an irrevocable right of entry to their premises at any time to inspect or repossess unpaid Goods in the event of default or insolvency.

7. Defect Inspection, Warranty & Limitation of Liability

• 7.1 Inspection Notice: The Customer must inspect Goods upon receipt. Shortages, transit damage, or visible non-conformities must be reported to CAMCO in writing within 5 calendar days of delivery. Failure to notify within 5 days constitutes full acceptance of Goods.
• 7.2 Warranty Scope: CAMCO warrants Goods against material defects for 30 calendar days from the date of despatch. Warranty remedies are limited, at CAMCO's option, strictly to replacing defective Goods or issuing a refund/credit up to the invoice value of the Goods.
• 7.3 Consequential Loss Exclusion: CAMCO accepts no liability for defects arising from abuse, improper storage, heat/humidity, or unauthorized alteration. CAMCO explicitly excludes all liability for labor costs, machine downtime, loss of profit, or damage to finished products (e.g., ruined furniture units or panels).
• 7.4 Liability Cap: CAMCO's maximum total cumulative liability shall in no event exceed the invoice value of the specific Goods supplied.

8. Returns Policy

• 8.1 Returns Window: Authorised returns of standard stock Goods are accepted within 30 days of despatch, subject to prior written approval from CAMCO.
• 8.2 Eligible Stock: Returned Goods must be full rolls, in undamaged original condition, with labels intact. Custom slit or converted goods are non-returnable.
• 8.3 Fees: Authorised returns are subject to a 15% restocking charge plus return transport costs.

9. Confidentiality, Force Majeure & Severability

• 9.1 Confidentiality: Neither party shall disclose technical or commercial information designated as confidential.
• 9.2 Force Majeure: Neither party shall be liable for delays or failures resulting from events beyond reasonable control (including raw material shortages or major transit disruptions).
• 9.3 Severability: If any provision becomes invalid or unenforceable under law, it shall be deemed modified to the minimum extent necessary, and the validity of remaining provisions shall remain unaffected.

10. Governing Law and Jurisdiction

• 10.1 Governing Law: These Terms shall be governed by and construed strictly in accordance with the laws of Northern Ireland (United Kingdom).
• 10.2 Jurisdiction: Any legal disputes arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of Northern Ireland.