Terms and Conditions of Sale
(as from 1st June 2002)
1.1 All quotations are made and orders accepted by us subject to the following
conditions notwithstanding anything which may be stated to the contrary by the
Customer or by us unless otherwise agreed by us in writing.
1.2 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by us shall be subject to correction without any liability on our part.
2.1 Customers shall be responsible to us for ensuring the accuracy of the terms
of any order or specification submittted.
2.2 We reserve the right to make any changes in specification of goods which are required to conform with any applicable safety or other statutory requirements or where goods are to be supplied to our specification which do not materially affect their quality or performance.
3.1 All prices quoted are inclusive of VAT and valid for thirty days only,
after which they may be subject to alteration without prior notice.
3.2 Prices charged will be those current at time of despatch of the goods, plus any freight charges.
3.3 A variation in quantity ordered may result in an adjustment to the price.
Every effort will be made by us to fulfil promises of despatch but we do not accept any liability for failure to do so.
5.1 We accept no liability for any loss resulting from the Customer's failure
to comply with our carrier's requirements with respect to notification of damage,
shortage or non- delivery of goods.
5.2 Notification of any damages, shortage or non- delivery must also be made to us in writing within 5 days of receipt or 14 days of non- receipt of goods.
6.1 Goods supplied in accordance with customer's orders cannot be accepted
for return without prior consent nor can an order accepted by us be cancelled.
Such consent shall be on terms that the Customer shall pay for all loss, costs
and damage incurred by us.
6.2 Returned goods must be sent carriage paid.
6.3 We reserve the right to levy handling changes where goods are returned for credit or replacement if the reason for return was not our fault.
7.1 Payment must be received by us no later than the last working day of the
month following the date of despatch.
7.2 Any permitted cash discount will be disallowed if payment is not received by the due date.
7.3 We reserve the right to charge interest on any money overdue (both before and after any judgement) at the rate of 2% percentum per annum above Midland Bank plc base rate until full payment has been made.
7.4 We also reserve the right to suspend deliveries and to terminate the contract if payment (including any costs and interest) is not paid in full.
8.1 Notwithstanding delivery of the goods the legal title shall remain with
MAWcraft until the price of the goods shall have been wholly paid by the Customer
and until any other sums whatsoever which are due from the Customer to us under
any contract shall have been wholly paid without any deduction or determent
on account of any disputes or cross claims whatsoever.
8.2 Until the contract price has been paid in full the Customer shall hold the goods as bailee and trustee, owing fiduciary duties to us and the Customer shall store such goods at no cost to us and marked so that they are clearly identified as belonging to us.
8.3 If any payment is overdue we may (without prejudice to any of the other rights and remedies) recover and resell any or all of such goods and may enter upon the Customer's premises for that purpose.
8.4 The Customer shall be entitled to sell and effect delivery to third parties in the normal course of its business but the proceeds of such sale or sales shall whenever any sum whatsoever is due to us be held in trust for us and on such sale/delivery the Customer is deemed to assign to us absolutely (and we hereby accept such assignment) for the benefit of any claim which the Customer has against any third party arising from such sale and/or delivery.
8.5 In the event of the appointment of a Receiver or Liquidator, or the making by the Customer of any composition with its creditors or the diminution by any clearing bank of the total sum of any overdraft facility or facilities extended by that clearing Bank to the Customer, the Customer shall pay into a separate Bank account any sums received from any third party in respect of sales to them of goods by the Customer up to the amount of indebtedness of the Customer to us for our sole benefit.
9.1 This clause applies if:-
9.1.1. The Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction) or
9.1.2 An encumbrancer takes possession, or a Receiver is appointed to any of the property or assets of the Customer or
9.1.3 The Customer ceases, or threatens to cease, to carry on business or
9.1.4 We reasonably apprehend that any of the events mentioned is about to occur in relation to the Customer and notify the customer accordingly.
9.2 If this clause applies, without prejudice to any other right or remedy available to us, we shall be entitled to cancel the contract or suspend any further deliveries under the contract without any liability to the Customer and if the goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
10.1 On receipt of the goods the Customer must immediately examine the goods
and on discovery of any faults or defect, forthwith furnish us and the carrier
with written notification thereof.
10.2 This guarantee is given in lieu of all conditions, warranties or other terms as to description, fitness for purpose, condition, merchantability, quality or otherwise in respect of the goods, works or packing, whether the same be expressed in the contract or whether the same be implied by common law, custom or statute. Apart from our obligation to repair, remedy or replace goods in accordance with the terms of this guarantee, we accept no liability either for faults or defects in goods or for any loss or damage arising directly or indirectly from any breach by us of the terms of this contract or of the general law.
We shall be under no liability if we are unable to carry out any provision of the contract for any reason beyond our control including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, failure of power supply, lock out, strike or other action taken by employees in contemplation of furtherance of a dispute or owing to any inability to procure materials required for the performance of the contract. During the continuance of such a contingency the Customer may by written notice to us elect to terminate the contract and pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.
The contract shall in all respects be construed and operated in conformity with English Law.