Passenger Lift Services Terms and Conditions

1. Definitions

The "Company” is Passenger Lift Services Ltd.
The "Supplier" means the person, firm or company to whom the Purchase Order is addressed.
The "Goods" means the goods and materials specified in the Purchase Order.
The "Services" means the work and services specified in the Purchase Order.
"Additional Terms” are conditions of purchase specified by the Company from time relating to the Company's purchase of particular types of goods and referred to in the Company's Purchase Order by code letters and numbers. Such terms will normally be attached to the Purchase Order referring to them, and additional copies will be supplied on request by the Company.
"Conditions of Purchase" means the terms and conditions set out herein together with the terms stated and any Additional Terms.
"A Purchase Order" means a properly signed printed and numbered order form issued by the Company.

2. Systems Documents

a) Delivery Note: All goods shall be accompanied by a detailed delivery note stating the Purchase Order number, the date and number of any relevant delivery schedule, and giving identification particulars of any goods supplied, including the Company's part number, drawing number or specification number and the issue and/or modification letters or numbers where these are known to the Supplier.

b) Invoice: Except where the Company has a self-billing arrangement with the Supplier, the following provisions shall apply to invoices, The invoice shall state the Purchase Order number. The part number, the delivery note number and the date and number of any relevant delivery schedule shall be stated if any have been quoted to the Supplier. Otherwise a sufficiently detailed description to enable the Goods and/or Services to be identified shall be given.
Where any charge is made for Value Added Tax, the invoice shall be in the form as laid down from time to time by H.M. Customs and Excise for Value Added Tax purposes.

c) Monthly Statement: Any monthly statement of account must list the invoices to which it relates and must be sent to the address for invoices on the Purchase Order.

d) Advice Note: On despatch the Supplier shall send to the Company by separate post an advice note stating every carrier employed to transport the Goods and all the matters stated on the delivery note.

e) No document sent by the Supplier will be considered by the Company to be relevant to the Purchase Order unless the appropriate Purchase Order number is quoted.

3. Formation of contract-issue of Order and acceptance.

a) No terms or conditions submitted or referred to by the Supplier in any document or orally shall form part of the contract between the Company and the Supplier unless agreed to in writing by the Company.
b) Without prejudice to any other mode of acceptance the commencement of any work on or connected with the Goods (including work in connection with samples and tooling) or the commencement of the supply of any of the Services will comprise acceptance by the Supplier of the Purchase Order on the Conditions of Purchase.
c) The agreed price will normally be specified in the Purchase Order. If the price is calculable but not given as a monetary amount the Supplier will notify the Purchasing Manager of the agreed monetary amount as soon as possible after receipt of the Purchase Order, or must be prepared to accept delay in payment. Where the price quoted by the Company is not the agreed price, any notification by the Supplier of a new agreed price shall not vary the Conditions of Purchase otherwise.
d) The prices on the Purchase Order exclude Value Added Tax.

4. Variations

a) The Company shall be entitled to regulate the rate of delivery of the Goods and/or the rate of supply of the Services by means of delivery schedules.
b) i) the designs and/or the specifications applicable to the Goods and/or the details of the supply of the Services covered by the Purchase Order.
ii) the method of shipment and packing
iii} the place of delivery or supply
c) The Company may agree reasonable adjustments to the time for delivery or supply and/or the price of the Goods and/or Servicesnecessitated by such changes.

d) The Supplier shall not make any changes in the design or composition of any Goods or the details of any Services without the Company's prior written consent.

e) Ifstrikes, accidents or other unforeseen contingencies cause stoppage or delay in the Company's or the Supplier's production the Company shall be entitled to cancel, extend, suspend and/or vary the Purchase Order or any part of it, and to pay only for Goods and Services actually accepted.

5. Operation
a) Payment will be made only after an invoice and a monthly statement have been received from the Supplier or after the Company has generated a self-billing invoice.
Ownership of the Goods shall pass to the Company when they are delivered to the address specified in the Purchase Order

b) Unless the Company expressly agrees in writing all Goods are to be delivered carriage paid. Containers and packing are to be supplied free but will be returned at the Supplier's risk and expense

c) Time for delivery of the Goods and supply of the Services is of the essence of the Contract

d) The Company shall not be bound to accept or pay for any Goods or Services unless the same are specified in a Purchase Order and the risk in the Goods shall pass to the Company only when they are delivered to the address and in the place specified in the Purchase Order and the signature of an authorised member of the Company’s goods receiving department is obtained on the document quoting the number of the Purchase Order. The Company will not be deemed to have accepted the Goods until it has had a reasonable opportunity of examining them for the purpose of ascertaining whether they are in conformity with the contract.

e) i) If required by the Company the Supplier shall submit samples for approval and the bulk of the Goods shall not be started until the Company has communicated its approval in writing. The Company may retain the samples until the whole of the Goods are delivered,
ii) Any person duly authorised by the Company shall not unreasonably be refused permission by the Supplier to enter any works warehouses or other premises under the Supplier's control to inspect any tools or materials procured or used for the manufacture of the Goods or the
process of manufacture carried out by the Supplier or the completed Goods themselves before despatch
iii) Any person duly authorised by the Company shall be entitled to remove samples of tools and Goods in process of manufacture and completed Goods and if any changes, adaptations, modifications or improvements are required by the Company to bring the Goods up to specification the Supplier shall carry out the same immediately.
f) (i) All drawings, specifications, patterns, tools, free issue materials and documents or things supplied, or fully paid for by the Company shall be identified as the Company's property and unless otherwise agreed in writing remain or become the property of the Company. They shall be returned to the Company in good condition immediately upon request, and they, and the Conditions of Purchase, shall be treated by the Supplier as confidential and shall not be communicated to any other person nor used by the Supplier for any purpose other than in connection with the Company's purchase Order. In addition, the Supplier shall ensure that all such tooling is maintained in good condition and shall replace any such tooling, or part thereof, lost or damaged and shall adequately insure against loss or damage thereof. The Supplier shall not advertise or publish the fact that it is or has become a supplier to the Company without the Company's prior written consent. The Supplier waives any lien which it might otherwise have whether at the date hereof or subsequently on any of the Company's property for work done thereon or otherwise. This paragraph shall not be construed as a waiver of any other right of recovery of anyother charges that may be due to the Supplier for such work.
ii) The Supplier will not without the prior written authority of the Company sell, hire, use or otherwise dispose of to or for any other person, any Goods manufactured by the Supplier to theCompany designs, drawings or specifications or based upon them, or any tooling designed for use in their manufacture, and the Supplier shall refer to the Company all enquiries received for such Goods or tools
iii) The Company shall have an option which shall be exercised by written noticeto pay not more than the balance of the replacement cost for the outright ownership of any materials, samples, jigs, patterns, tooling or any other item essential to the manufacture of the Goods to a design drawing or specification supplied by the Company at such place and time as the Company shall stipulate. Within 30 days of receipt of the option notice the Supplier will notify the Company of the amount claimed as the said un-recovered balance and the Company will within 1 month pay the amount agreed or if it is not agreed the amount fixed by an independent Chartered Accountant acting as an expert and selected by the president for the time being of the Institute of Chartered Accountants in England and Wales.

g) This contract shall be performed by the Supplier, and no part of it shall be assigned, sub-let or sub-contracted by the Supplier without the written permission of the Company.
(h) If the Goods have determinable shelf life the Supplier shall advise the Company of the storage conditions recommended for the longest possible shelf life and the minimum duration thereof

(i) As required by the Health and Safety at Work etc Act 1974 all Goods to be supplied must be designed, tested and constructed so as to be safe without risks to health when used at work and all necessary information and instructions for the safe and proper use of the Goods must be supplied to the Company prior to the delivery of the Goods. Any exemption from the foregoing must be requested in writing and must be specifically agreed to by a statement on the Purchase Order or supplementary Purchase Order. In particular the Supplier must specify in his quotation or as soon as identified any operational or health risk which may arise during handling, storage, use, or disposal after use, including known misuses of the Goods.

6. Supplier's Warranties

a) Without prejudice to the rights of the Companyunder any term whether the same is expressed or implied by statute or by common law or any term of the Conditions of Purchase the Supplier shall indemnify and assist the defence of the Company against any liability, claim, proceedings, loss or damage (including any liability or loss incurred by the Company resulting from the failure of or stoppage of, or interference with the production or manufacture of any equipment goods or stock) caused by any defect in any Goods supplied by the Supplier, or arising out of or caused by any breach by the Supplier of the Conditions of Purchase. The Supplier shall if so requested by the Company accept as final and binding the decision of any English or foreign court in relation to such liability, claim proceedings, loss or damage.

b) The Supplier warrants that Goods and parts of Goods not of the Company’s design do not infringe any patent, trade mark, registered design, design right or any other like protection or the provisions of any statute, statutory instrument or regulation for the time being in force in any country and agrees to indemnify and hold harmless the Company against all judgements, decrees, costs and expenses and at its own expense and at the Company’s request defend or assist in the defence of any action which may be brought against the Company or those selling or using any of the Company’s products resulting from any infringement or alleged infringement.

c) The Supplier warrants that the Goods shall be supplied in accordance with Passenger Lift Services Ltd ‘Supplier Quality Assurance Manual’ and be of merchantable quality and fit for their purpose and that the Services shall be supplied using all reasonable skill and care


7. Breaches and Remedies
a) Without prejudice to any other rights or remedies possessed by the Company it is entitled to recover damages for:
i) any delay in the Company’s business due to late delivery by default of the Supplier from whatsoever cause including but not limited to reject ion by the Company for non-compliance and subsequent sorting, alteration, repair or replacement
ii) non-delivery due to the fault of the Supplier.
b) Without prejudice to any other rights or remedies possessed by the Company, the Company shall be entitled to reject any Goods or a part of any Goods delivered to it if the same do not comply exactly with any drawings, specifications or instructions supplied or given by the Company or with any sample produced by the Supplier or with the Purchase Order but if the Company does not accept such Goods which it is entitled to reject it reserves the right to pay a reduced price for them. Rejected Goods may be returned by the Company to the Supplier at the Supplier's risk and expense
c) Where the Supplier delivers or the Company accepts a part of any Goods the Company shall be entitled to pay only for the part of the Goods actually accepted and may claim any applicable remedy in respect of such part. (See Clause 7(a) above)
d) Where Clause 3(c) applies, where Goods or a part of Goods have been taken and used in the business of the Company and the Supplier has not notified the Company of any new agreed price, the price payable shall be that specified on the Purchase Order, but if no price appears on the Purchase Order the Company reserves the right to pay a reasonable price calculated by reference to other prices paid to the Supplier for similar Goods.

e) If the Supplier fails to accept and comply with any delivery schedule submitted by the Company the Supplier shall he deemed to be in breach at the Conditions of Purchase and shall pay to the Company as damages for the breach or costs and expenses incurred by the Company as a result thereof and in particular but without prejudice to the generality of the foregoing all sums expended by the Company in securing alternative supplies of any or all the Goods {including any sum expended by reason of any increase in the price thereof) and any loss suffered by the Company as a result of delays in their production.

f) If the Company shall receive any information which leads it reasonably to believe that the Supplier will be unable, because of lack of cash or credit facilities to complete the contract satisfactorily and on time, the Company may give notice under this sub-class to the Supplier with a copy of the information and may either­
i) the Purchase Order so that only completed items may be delivered provided that they are paid for at the rate agreed or
ii) cancel the Purchase Order summarily by notice in writing without compensation to the Supplier. The exercise of this clause shall not prejudice any rights of the Company, under the Conditions of Purchase or the law related to insolvency.

g) Any excess Goods delivered which are not accepted by the Company will remain at the Supplier's own risk and expense and the Company may at anytime return the same to the Supplier at such risk and expense. The Company may notify the Supplier in writing of the price at which it would be willing to accept Goods in excess of the quantities specified in the Purchase Order and such notice shall not constitute acceptance of the Goods unless the Supplier agrees the price notified.

8. Miscellaneous
a) The Company hereby gives notice that the business of the Company is such that any defect in the Goods and/or Services which the Supplier supplies is liable to cause serious financial loss and/or physical injury

b) If the whole or part of the Goods is required to fulfil a contract for a British or foreign government department that whole or part shall be deemed to be the subject of a sub-contract made under the Conditions of Purchase and such sub-contract terms as may be in force from time to lime under the contract for the said government department and any right of determination exercisable by the government department in question as main contractor shall be equally exercisable by the Company in relation to the Supplier subject to the formula.

c) Failure by the Company to enforce any of the Conditions of Purchase shall not be construed as a waiver of its rights hereunder

d) The contract shall be construed and operated in accordance with English Law and the Supplier hereby submits itself to the jurisdiction of the English courts.

The conditions of purchase may be varied only by a supplementary purchase order or other document in writing signed by the Purchasing Manager of the Company and not by an act or statement by any person acting or purporting to act on behalf of the Company.

In these Conditions the following expressions shall have the meanings sat opposite them.
the Company Passenger Lift Services Limited
the Customer the person, firm or company to whom a quotation, offer or tender is addressed or whose order is
accepted by the Company including (where the context so requires) any architect, engineer or other professional
or authority employed by the Customer to whose instructions the Goods are supplied or related services are carried
out
the Goods to include goods and/or related services (whether of installation or otherwise) or any part or section
thereof of any description to be supplied or performed under the Contract
the Order the order or orders placed by the Customer upon the Company
the Contract the contract between the Company and the Customer arising on acceptance of the Order subject to
these Conditions of Sale
1. FORMATION OF CONTRACT
1.1 All quotations, offers and lenders are made and all Orders are accepted subject to the following Conditions.
Subject only to Condition 1.2 all other terms, conditions or warranties whatsoever are excluded from any contract
between the Company and any Customer or any variation thereof unless expressly accepted in writing by a director
or other authorised representative of the Company.
1.2 in the event of a conflict between these Conditions and the Company’s express terms of any quotation of
acknowledgement of Order then such express terms shall prevail.
1.3 Quotations, offers and tenders issued by the Company are for the whole of the Goods referred to in them and
the Company reserves the right to refuse acceptance of any Order which relates to only part of the Goods forming
the subject of a quotation, offer or tender.
1.4 Quotations shall be available for acceptance for a maximum period of 30 days from date of issue and may be
withdrawn by the Company at any time prior to the Customer’ acceptance by written or oral notice.
1.5 If any statement or representation has been made to the Customer by the Company, or to its employees or
agents upon which the Customer relies (other than in the document(s) enclosed with the Company’s quotation or
acknowledgment of Order), then the Customer must set out that statement or representation in a document to be
attached to or endorsed on the Order and in any such case the Customer may confirm, reject or clarify the point
and submit a new quotation. Under no circumstances shall the Company be responsible for, or be held liable to
respect of, any statement or representation relied upon by the Customer which is not attached to or endorsed on
the Order and subsequently confirmed in writing by the Company.
1.6 Unless otherwise agreed in writing all trade terms shall be interpreted in accordance with INCOTERMS current
at the time the Order is accepted.
2. PRICES
2.1 Unless otherwise agreed in writing all prices are quoted net ex works exclusive of VAT, carriage, packing,
materials and labour.
2.2 Where the Company delivers the Goods the Customer shall be liable to the Company for carriage costs and
any demurrage costs incurred by the Company in the event of vehicles being unduly delayed at the designated point
of delivery.
2.3 Quoted prices are subject to fluctuation in the event of any increase in the cost of labour or in the cost of
materials and/or overheads. Any increase in such costs during the period of the Contract may be added to the
quoted price.
3. PAYMENT
3.1 Home Sales -
3.1.1 Non-account Customers must send with the Order or otherwise prior to delivery, a remittance to cover the
charge for the Goods and, if required, the cost of packing, carriage and insurance together with any VAT thereon.
3.2 Export Sales -
3.2.1 Non-account Customers must either -
3.2.1.1 Send with Order or otherwise prior to delivery a remittance to cover the quoted price of the Goods and, if
required, the cost of packing, carriage and insurance together with a certificate or origin, or
3.2.1.2 effect payment by means of a confirmed irrevocable letter of credit opened in the Company’s name before
the date specified for delivery with the Lloyd’s Bank Plc, 72 Lombard Street, London EC3 (or any other London
Bank which the Company may specify).
3.3 Accounts - Customers wishing to open an account with the Company must furnish British trade and bank
references, Credit accounts shall be entitled net 30 days after the date of invoice.
3.4 Bills - Where the Company agrees that payment may be made by bill then, unless otherwise agreed in writing,
the bill will be drawn for payment at sight upon presentation by banker’s agent, documents against payment.
3.5 Unless otherwise agreed in writing where Goods are delivered by instalments and/or services performed in
sections payments for each instalment and/or section shall be made separately and the Customer shall effect
payment in accordance with these Conditions.
3.6 No disputes arising under the Contract nor delays beyond the reasonable control of the Company shall interfere
with prompt payment in full by the Customer
3.7 In the event of default in payment by the Customer the Company shall be entitled, without prejudice to any other
right or remedy:-
3.7.1 to suspend all further deliveries and/or the performance of services on this Contract and on any other contract
or contracts between the Company and the Customer than current without notice, and
3.7.2 to charge interest on any amount outstanding at the rate of 8% per annum of the Base Rate of the Bank of
England such interest being charged as a separate, continuing obligation not merging with any judgement, and/or
3.7.3 to serve notice on the Customer requiring immediate payment for all Goods and/or services supplied or
performed by the Company under this and all other contracts with the Customer whether or not payment is
otherwise due or invoiced.
4. DELIVERY
4.1 Time for delivery and/or completion of services is given as accurately as possible but is not guaranteed. The
Customer shall have no right to damages or to cancel the Contract for failure for any cause to meet any delivery
and/or completion time stated.
4.2 The date of delivery and/or completion of services shall in every case be dependent upon prompt receipt of all
necessary information, final instruction or approvals from the Customer. Any delays or alterations by the Customer
in design or specifications required may result in delay in delivery and/or completion.
4.3 Failure by the Customer to take delivery of or make payment in respect of any one or more instalments of Goods
delivered or section of services performed under the Contract shall entitle the Company to treat the Contract as
repudiated by the Customer either in whole or in part.
4.4 The Company will endeavour to comply with reasonable requests by the Customer for postponement of delivery
or completion of services but shall be under no obligations to do so. Where delivery or completion is postponed,
otherwise than due to the default by the Company, the Customer shall pay all costs and expenses, including a
reasonable charge for storage, insurance and transportation so occasioned, and payment for the Goods and/or the
services shall be made in accordance with these Conditions.
(5. PACKING
5.1 Unless otherwise agreed in writing, cases and other packing materials, when charged for, will be credited if
returned to the Company’s works within three months of the date of invoice, carriage paid and in good Condition.)
5.2 Any packaging supplied by the Company, unless otherwise expressly agreed in writing, as intended to provided
adequate protection in normal conditions of transit of usual duration.
6. RISK AND TITLE
6.1 Risk shall pass to the Customer at the time when the the goods leave the premises of the Company so that the
Customer is responsible thereafter for all loss, damage or deterioration to the Goods in all circumstances and
irrespective of whether the Company has contracted to install.
6.2 Title to the Goods shall only pass to the Customer upon the happening of any one of the following events:
6.2.1 the Customer has paid to the Company all sums (including any default interest) due from it to the Company
under this Contract and under all other contracts between the Company and the Customer including (for the
avoidance of doubt) any sums due under contracts made after this Contract whether or not the same are
immediately payable, or
6.2.2 when the Company serves on the Customer notice in writing specifying that title in the Goods has passed.
6.3 The Company may recover Goods in respect of which title has not passed to the Customer at any time and the
Customer hereby licenses the Company,its officers, employees and agents to enter upon any premises of the
Customer for the purpose either of satisfying itself that Condition 6.4 below is being complied with by the Customer
or of recovering any Goods in respect of which title has not passed to the Customer.
6.4 Until title to the Goods has passed to the Customer pursuant to these Conditions it shall possess the Good as
fiduciary agent and bailee of the Company. If the Company as required, the Customer shall store the Goods
separately from other goods and shall ensure that they are clearly identifiable as belonging to the Company.
(7. CANCELLATION
7.1 Cancellation will only be agreed to by the Company on condition that all costs and expenses incurred by the
Company up to the time of cancellation and alll loss of profits and other loss or damage resulting to the Company
by reason of such cancellation will be paid forthwith by the Customer to the Company.
7.2 Goods returned to the Company without the Company’s written consent will under no circumstances be
accepted for credit.)
8. VARIATION
8.1 All variations required by the Customer and accepted by the Company shall be agreed in writing and the price,
if not agreed prior to the manufacture or delivery of the Goods or commencement of performances of the services,
shall be based on the original contract price plus escalation in respect of inflation and increased costs of materials
and labour.
8.2 If the Company agrees to any variation any dated quoted for delivery and/or completion of services shall be
extended accordingly.
9. SPECIFICATION
9.1 The Company reserves the right to alter or change dimensions or composition of the goods to be supplied to
conform to applicable standard or laws or otherwise within reasonable limits having regard to the nature of the
goods but if such rights be exercised no variation to the price shall be made, save with the customer’s consent, and
delivery shall not be unreasonably delayed.
9.2 The information contained in the advertising, sales and technical literature issued by the Company may be
relied upon to be accurate in the exact circumstances in which is expressed, otherwise any illustrations,
performance details, examples of installations and methods of assembly and all other technical data in such
literature are based on experience and upon trials under test conditions and are provided for general guidance only.
No such information or data shall form part of the Contract unless the Customer shall have complied with Condition
1.5 relating to statements and representations.
10. SHORTAGES AND EFFECTS APPARENT ON INSPECTION
10.1 The Customer shall have no claim for shortages or defects in the Goods supplied apparent on visual
inspections unless:-
10.1.1 the Customer inspects the Goods within three working days of their arrival at its premises or other agreed
destination, and
10.1.2 a written complaint specifying the shortage or defect is made to the Company and to the carrier within seven
days of delivery in the event of shortage, defect, or non-delivery of any separate part of a consignment, or within
fourteen working days of the notified date of despatch in the event of non-delivery of whole consignment, or in either
event, within such shorter period as the carrier’s conditions (if applicable) require, and
10.1.3 the Company is given an opportunity to inspect the Goods and investigate any complaint before any use of
or alteration to or interference with the Goods.
10.2 The Customer shall be no claim in respect of defects apparent on visual inspection of services performed by
the Company unless a written complaint is made to the Customer within seven working days of completion of
performance of the services and the Company is given the opportunity to inspect the services performed and to
investigate the complaint.
10.3 If a complaint is not made to the Company as provided in this Condition 10 then the Goods and/or services
shall be deemed to be in all respects in accordance with the Contract and the Customer shall be bound to pay for
the same accordingly.
10.4 Defects in quality or dimension in any instalment delivery or in the performance of any section of the services
shall not be a ground for cancellation of the remainder of the Contract.
11. DEFECTS NOT APPARENT ON INSPECTION
11.1 The Customer shall have no claim in respect of defect in the Goods supplied and services performed which
are not apparent on visual inspection at the time of delivery or completion of performance unless.
11.1.1 a written complaint is sent to the Company as soon as reasonably practicable after the defect is discovered
and no use is made of the Goods thereafter and no alteration made thereto or interference made therewith before
the Company is given an opportunity to inspect the Goods and services performed in accordance with the
Condition, and
11.1.2 the complaint is sent within 12 months of the date of delivery of the Goods or completion of the performance
of the services or, in the case of an item not manufactured by the Company, within the guarantee period specified
by the manufacture of such item.
11.2 The Customer shall not be entitled to any claim in respect of any repairs or alterations undertaken by the
Customer without the prior specific written consent of the Company nor in respect of any defect arising by reason
of fair wear and tear or damage due to accident, neglect or misuse nor in respect of any Goods to which alterations
have been made without such consent or to which replacement parts not supplied by the Company have been
fitted.
11.3 The Company shall not be liable for (and the Customer shall indemnify the Company against claims arising
therefrom) loss or damage suffered by reason of use of the Goods after the Customer becomes aware of a defect
or after circumstances which should reasonably have indicated to the Customer the existence of a defect.
11.4 The Company may within 15 days of receiving a written complaint (or 28 days where the Goods are situate
outside the United Kingdom) inspect the Good and the Customer, if so required by the Company, shall take all steps
necessary to enable the Company to do so.
12. GUARANTEE CONDITION
12.1 Save as otherwise provided by the other Conditions of these Conditions Sections 13 to 15 of the Sale of Goods
Act 1979 and Sections 3 to 5 of the Supply of Goods and Services Act 1982 are to be implied into the Contract.
12.2 In the event of the condition of the Goods or the performance of the services being such as might or would
(subject to these Conditions) entitle the Customer to claim damages, to repudiate the Contract and/or reject the
Goods or services the Customer shall not then do so but shall first ask the Company to repair or supply satisfactory
substitute Goods or rectify the services and the Company shall thereupon be entitled at its option to repair or take
back the defective Goods and to supply satisfactory substitute Goods or perform works of rectification free of cost
and within a reasonable time or to repay the price of the Goods and/or services in re