MASTERFLOW PRODUCTS LIMITED TERMS AND CONDITIONS OF SUPPLY
1. General
All quotations must be given and all contracts must be concluded by MasterFlow Products Limited (Company) in writing, or in electronic form through the Company's Electronic Data Interchange (EDI). These terms and conditions shall apply to all quotations and contracts for the sale or supply or goods (Goods) made between the Company and the recipient of the Goods (Purchaser) unless expressly varied or excluded in writing signed by one of the Company Directors. These terms and conditions and any quotation given constitute the entire agreement between the parties (Contract). If any of these conditions or any part thereof is rendered void or unenforceable by any legislation to which it is subject, it shall be so void and unenforceable to that extent and not further.
2. Acceptance
2.1 AlI orders are subject to the Company's written acknowledgement and are accepted on the understanding that these terms and conditions apply to the exclusion of all other terms and conditions which the Purchaser may purport to apply under any purchase order, confirmation of order or similar document.
2.2 Orders accepted cannot be cancelled without the Company's written consent and on terms which will indemnify the Company for all direct, indirect and consequential loss, damage, costs and expenses as a result of such cancelation.
2.3 Orders made through the EDI shall only become binding upon acknowledgement or receipt of order given by the Company and these terms and conditions shall apply.
3. Delivery
3.1 Time of delivery shall not be of essence and any dates expressed In the Contract or quotation are given subject to this condition. The Company shall not be liable for any direct, indirect or consequential loss, damage costs or expenses incurred or suffered by the Purchaser as a result of any delay in despatch or delivery howsoever caused.
3.2 Delivery of the Goods shall take place:
(a) where the Company transports the Goods, at the time the Goods are unloaded from the Company's vehicle or any third party carrier at the station. port or location specified by the Purchaser, or
(b) where the Purchaser transports the Goods at the Company's premises or other pre-arranged location.
4. Prices
4.1 Unless otherwise stated in the Contract, all prices in quotations and contracts are exclusive of VAT and apply to Goods packed in standard packs.
4.2 Orders to the value of £150 sterling or more will be supplied carriage paid to any premises of the Purchaser in the United Kingdom. Carriage of the Goods by the Company to any premises other than the Purchaser's premises are subject to the Customer's surcharge to cover carriage costs, such surcharge is a minimum charge of £35 sterling. No allowance will be made for carriage costs where Goods are collected by the Purchaser, or his agents from the Company's premises.
4.3 The Company reserves the right to impose a minimum order charge or £25 sterling on any order placed with a value less than £150 sterling to cover minimum administration and carriage costs to the Purchaser's premises in the UK.
4.4 Goods may be supplied by passenger train, special carrier service or air freight at the Customer's request subject to additional charges agreed with the Company.
4.5 Where FOB orders are valued at less than £750 sterling the Company reserves the right to impose additional charges for packing and delivery.
4.6 The Company reserves the right to refuse orders CFR or CIF to the value of less than £1,500 sterling. All CIF and CFR prices we based on the current freight rates and the Company reserves that right to amend the charges in the event of changes in freight rates al the lime of shipment
4.7 All prices are subject to alteration without prior notice and all orders are accepted on the understanding that they will be invoiced at prices ruling at the day of despatch. The Purchaser will pay such prices as so invoiced.
4.8 Any matter apart from the supply of Goods such as special packing tests or inspections, samples or other impositions shall be charged extra to the Purchaser.
4.9 All quotations made in currencies other than sterling are based on current exchange rates and the Company reserves the right to amend these in the event of changes in the rates of exchange.
4.10 All packing specifications are estimated and subject to possible alteration in the event of an order.
4.11 The terms FOB, CIF and CFR are as defined by lncoterms 2000 (as amended from time to time).
5. Payment
5.1 Unless otherwise agreed, payment of the price for the Goods Is due in pounds sterling and shall be payable not later than 30 days after the last day of the month in which the Company delivers the Goods. Time for payment is of the essence of the Contract. If payment is not made by the due date the Company reserves the right to suspend deliveries on this or any other contract with the Purchaser.
5.2 Where the contract is may be fulfilled in separate instalments deliveries or parts, payment for each such instalment, delivery or part shall be made under sub-clause 5.1 above as if the same constituted a separate contract.
5.3 Should the Purchaser fail punctually to comply with the terms of payment, the Company shall be entitled to interest on any amount outstanding from the due date until the actual date of payment at the rate of 4% above the Barclays Bank Base Rate in force from time to time unless otherwise stated by the Company in writing at the time of ordering.
6. Risk and property In the Goods
6.1 Risk of damage to or loss of the Goods shall pass to the Purchaser at the time of delivery by the Company or collection by the Purchaser or, if the Purchaser fails to take delivery of the Goods, the time when the Company has tendered delivery of the Goods.
6.2 Notwithstanding delivery and passing of risk in Goods, or any other provision of these conditions, the property in any Goods shall not pass to the Purchaser until the Company has received payment in full of;-
6.2.1 the price of those Goods; and
6.2.2 the price of all other Goods agreed to be sold by the Company to the Purchaser for which payment in full has not been received by the Company, in cash or cleared funds.
6.3 Until such time as the property in the Goods passes to the Purchaser, the Purchaser shall, at its own cost, hold the Goods as the Company's fiduciary agent and bailee, and shall keep the Goods separate from those of the Purchaser and third parties and properly stored, protected and insured and identified as the Company's property. The Purchaser shall be entitled to re-sell or use the Goods in the ordinary course of business.
6.4 Until such time as the property in the Goods passes to the Purchaser, (and provided the Goods are still in existence and have not been re-sold), the Company shall be entitled at any time to require the Purchaser to deliver up such Goods lo the Company and, if the Purchaser fails to do so forthwith, to enter upon any premises of the Purchaser or any third party where the Goods are stored and re-possess either
6.4.1 the Goods unpaid for, or
6.4.2 other Goods which are the property of the Company up to the value of those unpaid for
6.5 The Purchaser shall not make any modifications to the Goods or their packaging or alter, remove or tamper with any marks, numbers or other means of identification on or in relation to the Goods.
6.6 The Purchaser shall account to the Company for the proceeds of sale or otherwise the Goods whether tangible or intangible, including insurance proceeds and shall keep all such proceeds of sale or otherwise on trust for the Company and hold separate from any monies or property of the Purchaser and third parties and in the case of tangible proceeds properly stored, protected and insured provided that the Purchaser will have no authority to enter into any contract of sale or other contract on behalf of the Company and any such contract shall accordingly be concluded in the name of the Purchaser.
6.7 The Purchaser 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 the Company, but if the Purchaser does so all monies owing by the Purchaser to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable.
7. Insolvency of the Purchaser
7.1 Where any of the following occurs, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Purchaser. If any of the Goods have been delivered to the Purchaser but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary:
(a) the Purchaser makes any agreement or composition with its creditors or if a bankruptcy petition is presented or if the Purchaser enters into liquidation whether compulsorily or voluntarily; or
(b) an encumbrancer takes possession, or a receiver is appointed over the whole or any part of the Purchaser's assets or undertaking; or
(c) an administrator has been appointed to manage its affairs, business and property or if the Purchaser takes or suffers any similar action in consequence of debt; or
(d) the Purchaser ceases or threatens to cease to carry on business, suspends payments of its debts or is unable to pay its debts; or
(e) the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Purchaser and notifies the Purchaser accordingly; or
(f) the Purchaser is subject to any event analogous lo (a) or (e) in any other jurisdiction in which the Purchaser operates;
where any of the events set out in (a) to (f) shall be defined as an Act of Insolvency
8. Undertaking and exclusion of liability
8.1 The Company warrants that on delivery and for a period of 365 days from the date of delivery, the Goods shall be of satisfactory ability within the meaning of the Sale or Goods Act 1979. The Purchaser shall given notice to the Company in writing of any breach of this warranty and shall give the Company reasonable opportunity to examine such Goods. The Company shall not be liable for any breach of this warranty if:
(a) the Purchaser makes any further use of such Goods after giving such notice; or
(b) the defect arises because the Purchaser failed to follow the Company’s instruction as to the storage, installation, use or maintenance of the Goods; or
(c) the Purchaser alters or repairs such Goods without the Company's written consent
8.2 In the event of any Goods (or parts thereof) in place acknowledged by the Company to be detective, the Company shall repair the Goods, or at the Company's option supply free of charge new Goods (or parts thereof) and the Company shall have no further liability in respect of such defective Goods (or parts thereof).
8.3 The warranty given in condition 8.1 shall apply to any repaired or replaced Goods provided hereunder for the duration of the unexpired portion or the 365 day period applicable to the Goods for which the repair or replacement has been performed.
8.4 Subject as expressly provided in these conditions and except where the Goods are sold to a person dealing as a consumer (within the meaning or the Unfair Contract Terms Act 1977) all warranties, conditions or other terms which apart from this condition would be implied by statue or common law are excluded to the fullest extent permitted by law. Where the Goods are sold to a person dealing as a consumer (within the meaning or the Unfair Terms Act 1977) the statutory rights of the Purchaser are not affected by these conditions.
8.5 Neither the Company nor its officers, employees and agents shall (except in respect of death or personal injury caused by the negligence of the Company its officers, employees or agents and any liability which cannot be excluded under part 1 Consumer Protection Act 1987) be liable to the Purchaser by reason of any representation or implied warranty condition or other terms or any duty at common law, or under the express terms of the Contract, for any injury and/or loss, and/or damage of any kind whatsoever and howsoever arising or arisen whether direct, indirect, consequential or special and howsoever caused (whether occasioned by the negligence of the Company or its officers, employees or agents or otherwise and inducing without limitation any loss arising out of the liability of the Purchaser to any third party by virtue or part 1 Consumer Protection Act 1987) resulting from or arising out of or in connection with the Goods (including without limitation any detect therein end/or any act or omission of the Company in connection therewith, except as expressly provided In these conditions).
8.6 In no event will the Company be liable under any terms of or otherwise in connection with the contract for lost profits or any indirect or consequential damages.
8.7 The Purchaser shall indemnify the Company in full against any liability whatsoever (but excluding any liability based on the negligence of the Company its officers, employees or agents) which it may incur resulting from any claim made against the Company by a third party in respect of any matter for which liability to the Purchaser is excluded by the foregoing provisions of this condition 8.
8.8 Accordingly it shall be for the Purchaser to insure against any liability arising as a result of these conditions (including without limitation the operation of conditions (") to "8" - above).
9. Checking Goods
Unless the Purchaser gives written notice to the Company within 14 days from the date or arrival of the Goods at the Purchaser’s premises or the destination agreed by the parties as the case may be that the Goods are not in conformity with the Contract, the Purchaser shall be deemed to have accepted the Goods and shall be bound to make payment thereof on the due date.
10. Special Goods
Where the Company supplies Goods to the special requirement of the Purchaser the specification or description of which is outside the Company's usual range as set out in its catalogues the Company shall be entitled to supply the Purchaser 10% more or less of the entity of such Goods and to be paid for the quantity actually delivered. Any drawings supplied by the Purchaser shall become the property of the Company. Where part cost dies and tools are charged they are kept for the Purchaser's own use, but they remain the property of the Company and the Purchaser has no property in them. The Company reserves the right to consider obsolete, and to destroy, dies and tools from which no Goods have been ordered for a period of three years.
11. Inspection
If tests are required to the Purchaser's own specification, such tests are to be carried out at the Company's premises and are to be final there, although if desired arrangements can be made for a representative of the Purchaser to observe such tests and inspection.
12. Returns
Goods once despatched may not be returned without the Company's consent in writing, Where such consent is given, credit will only be allowed at the price at which the Goods were originally charged less a minimum or 20% to cover re-stocking, clerical and other expenses. Goods returned must be in good condition, adequately packed and identified and sent carriage paid. If transport is arranged by the Company either on its own vehicles or carriers the cost will be deducted from the credit.
13. Notification of damage, partial loss, etc
13.1 If the Goods or part thereof be damaged in transit or having been placed in transit have not been delivered to the Purchaser or as the Purchaser directed in writing:
(a) damage or partial loss from a consignment must be notified to the Company and the carrier, other than on a delivery document, immediately after delivery and confirmed in writing within 3 days;
(b) non-delivery of a consignment must be notified to the Company and the carrier in writing within 14 days of the dale of despatch shown on the Company's invoice/advice note, whichever is the earlier, otherwise we reserve the right to charge for the costs ensuing from the delayed investigation;
(c) non-delivery of a consignment despatched to a destination outside the United Kingdom must be notified to the Company and the carrier in writing within 60 days of the date of despatch shown on the Company's invoice, otherwise we reserve the right to charge for costs ensuing from delayed investigation;
(d) the Company is not responsible for any damage to or loss of non-delivery of the Goods if by reason of the Purchaser's failure to give notice of damage or loss of non-delivery the Company is thereby prevented from recovering compensation for such damage or loss or non-delivery from the carrier or its agent. In the event the Company shall only be liable to pay such compensation as it receives from the carrier;
(e) where the Company has arranged marine insurance on behalf of the Purchaser, in the event of loss or damage, the terms and conditions stated on the insurance certificate must be strictly complied with.
14. Indemnity
The Company shall not be liable for and the Purchaser shall indemnity and hold the Company harmless against all claims by any person for infringement or alleged infringement of patents trademarks copyright or registered designs or otherwise arising directly or indirectly in connection with Goods manufactured by or with work done by the Company on Goods in accordance with Purchasers specifications or with the siting or installation of Goods.
15. Health and safety at work
It is the responsibility of the Purchaser to take such steps as are necessary to ensure that appropriate information relevant to the Goods is made available to any person to whom the Purchaser supplies them.
16. Termination
16.1 Without prejudice to its other rights, the Company may by giving written notice to the Purchaser elect to determine the contract forthwith on the happening of any of the following events:
(a) if the Purchaser shall commit a breach of this or any other contract with the Company;
(b) if the Purchaser shall commit or be subject to an Act of Insolvency (as defined in condition 7);
(c) if any sum owing to the Company from the Purchaser on any account whatsoever shall be unpaid after the due date for payment (in which event the Company shall have a general lien for any sum on all or any property of the Purchaser in its possession);
(d) if the Purchaser shall refuse to take delivery of or collect any of the Goods in accordance with the terms of the Contract.
17. Descriptive matter
Descriptive matter, illustrations, estimates of performance, dimensions and weights contained in documents issued by the Company are to be regarded as being for guidance only and are not binding on the Company in any way. The Company's policy is one of continuous improvement and the right to change designs at any time without notice is reserved. Claims of compliance with any relevant standards whether printed in catalogues or marked on Goods, are to be interpreted as type test compliance required by those relevant standards. Where any such details are important to the Purchaser the Purchaser should request the Company to confirm them expressly before placing an order.
18. Force Majeure
In the event of the Company being delayed from performing the contract by any cause beyond its reasonable control including (but without limitation) shortage of materials, or power, delays in transit, strikes or lockouts or other industrial disputes, whether at the Company's premises or those of its suppliers, or accidents at the Company's premises, whether or not the same was or might have been foreseen when the contract was concluded, performance by the Company shall be suspended during the period of delay, provided always that if such delays shall exceed 6 months, after the Company or the Purchaser may give written notice terminating the contract as to further deliveries or work.
19. Waiver and set-off
19.1 No failure or delay on the part of the Company to exercise any of its rights under the contract shall operate as a waiver thereof nor shall any single or partial exercise of any such right preclude any other or further exercise thereof. Any waiver by the Company or any breach by the Purchaser of any of the Purchaser's obligations under the contract shall not affect the rights of the Company in the event of any further or additional breach or breaches.
19.2 Any liability of the Company under the contract shall be subject to and conditional upon the due performance and observance by the Purchaser of all its obligations under these conditions and subject to these conditions the Purchaser shall not be entitled to withhold or delay payment or excercise any right of set-off whatsoever or howsoever arising which might otherwise be available to it.
20. English law
All contracts for sale and these conditions shall in all respects be construed and operate in accordance with English Law and the Purchaser hereby submits to the non-exclusive jurisdiction of the English courts but without prejudice to the right of the Company to bring proceedings in any jurisdiction it thinks fit.
21. Miscellaneous
If any of the foregoing provisions shall be invalid or unenforceable such invalidity of unenforceability shall not affect the remaining provisions.
22. Privacy notice
We take your privacy very seriously and will only use your personaI data to administer your account and provide the products and services you have requested from us.
Please refer to the privacy notice on our websites to understand what data we collect from you, why we collect it and how we will use it.
www.masterflow.uk.com
MASTERFLOW PRODUCTS LIMITED
Building 95, Second Avenue, Pensnett Estate, Kingswinford, DY6 7FT