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MENNEKES

Terms and conditions

CONDITIONS OF SALE

I. Interpretation

In these Conditions: - “the Buyer” means the person with whom the Contract is made. “Conditions” means the terms and conditions of sale set out in this document and any special terms and conditions agreed to in writing by the Seller “the Contract” means the Contract between the Seller and the Buyer for the sale of the Goods of which these conditions form part “the Goods” means the Goods or any part thereof which the Seller is to supply in accordance with these Conditions. “the Seller” means Mennekes Electric Limited, its assignees and successors in title.

II. Basis of the Sale

1. The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of the Seller which is accepted by the Buyer, or any written order of the Buyer which is accepted by the Seller, subject in either case to these Conditions, which shall govern the Contract, to the exclusion of any other terms and conditions.

2. No variation to these Conditions shall be binding unless agreed to in writing by an authorised representative of the Seller.

III. Orders and Specifications

1. The Buyer shall be responsible to the Seller for insuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms. Any special requirements of the Buyer as to the physical characteristics or otherwise of the Goods must be set out in the order.

2. Seller policy is one of continuous improvement. The right to change designs at any time, without notice, is reserved. Unless expressly incorporated in the Seller quotation, all descriptions, illustrations, drawings, dimensions, weights, measures, specifications, standards of performance or any other descriptive matter are approximate only and shall not form part of the Contract.

3. If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Seller’s use of the Buyer’s specification.

IV. Delivery

1. Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are ready for collection, or if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place.

2. Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery of the Goods shall not be of the essence of the Contract, unless previously agreed by the Seller in writing.

3. The Buyer shall promptly accept the Goods when they are delivered or tendered for delivery in accordance with the Contract. In the event of the Buyer failing to so accept the Goods the Buyer shall (in addition to any other liabilities it may have to the Seller) be fully liable for all costs, charges and expenses incurred by the Seller including but not limited to its storage and handling expenses. It shall be deemed to be a good tender by the Seller if goods delivered shall be within ten per cent of the order.

4. Unless otherwise agreed the Seller shall not be bound to deliver the Goods in one lot or consignment and the Buyer shall therefore be bound to accept split deliveries or instalments.

5. Any claim by the Buyer in relation to Goods damaged upon delivery or any shortage of Goods must be made in writing to the Seller within three days of delivery and to any such claim must be attached the Seller’s label attached to the package or packages in question and full details of the nature of the claim must be given. The Buyer must inform in writing the carrier who delivered the goods of such damage or short delivery and retain all packaging for inspection by the Seller and the carrier.

V. Prices

1. Unless stated otherwise in the Contract all prices include the cost of packing and carriage to destination(s) specified in the Contract, and insurance until such time as the Goods are delivered to the Buyer save that on consignments of less value than £130 net the costs of carriage shall be paid by the Buyer.

2. The price of the Goods shall be the Seller’s quoted price or where no price has been quoted (or a quoted price is no longer valid) the price listed in the Seller’s published price list current at the date of acceptance of the order. The price is exclusive of any applicable Value Added Tax, which the Buyer shall be additionally liable to pay to the Seller.

3. The Seller reserves the right to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller, any change in delivery date, quantities or
specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.

VI. Payment

1. Payment is to be made within thirty days of the end of the month in which delivery is effected.

2. If the Buyer fails to make any payment on the due date then, without prejudice to any right or remedy available to the Seller, the Seller shall be entitled to:

  1. cancel the Contract and suspend any further deliveries to the Buyer;
  2. charge the Buyer interest (both before and after judgment) at the rate of 4% per annum above HSBC’s base rate from time to time, until payment in full is made

VII. Warranty and Liability

1. Subject to the conditions set out below the Seller warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship.

2. Subject to the conditions set out below the Seller warrants that if any defect in the Goods is discovered within 12 months of the date of delivery the Buyer shall be entitled (at its own risk and cost) to return the said Goods to the Seller who shall, at its own discretion, either repair or replace the Goods and the Buyer shall be notified that the said Goods are ready for collection. Should the Buyer require the said Goods to be re-delivered then the Buyer shall be entitled to arrange such delivery at its own cost.

3. The above warranties are given by the Seller subject to the following conditions:

  1. the Seller shall be under no liability in respect of any defects in the Goods arising from any drawing, design or specification supplied by the Buyer or in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions, misuse or alteration or repair of the Goods without the Seller’s approval;
  2. the Seller shall be under no liability under the above Warranty if the total price for the Goods has not been paid by the due date for payment and the above warranty does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller.

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 of the Unfair Contract Terms Act 1997) all warranties, conditions, or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

5. Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall be notified to the Seller within 7 days from the date of delivery or
(where the defect or failure was not apparent on reasonable inspection) within 7 days of the date the Buyer discovers or ought to have discovered the defect or failure. If the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.

6. Subject to clause 7.2 where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace the Goods (or the part in question), or at the Seller’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price) but the Seller shall have no further liability to the Buyer.

7. Except in respect of death or personal injury caused by the Seller’s negligence, the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods, except as expressly
provided in these Conditions and in any event the Seller shall not be liable for any indirect, special or consequential loss or damage.

8. The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control.

VIII. Risk and Title

1. Risk of damage to or loss of the Goods shall pass to the Buyer:

  1. in the case of Goods to be delivered at the Seller’s premises at the time when the Seller notifies the Buyer that the Goods are available for collection; or
  2. in the case of Goods to be delivered otherwise than at the Seller’s premises at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods the time when the Seller has tendered delivery of the Goods

2. Notwithstanding delivery and the passing of risk in the Goods the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.

3. Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property, but shall be entitled to re-sell or use the Goods in the ordinary course of its business.

4. Until such time as the property in the Goods passes to the Buyer the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and re-possess the Goods.

IX. Termination by the Seller

The Seller shall be entitled to terminate the Contract, or suspend any further deliveries without any liability to the Buyer, by written notice if:

  1. the Buyer becomes insolvent, is the subject of winding up proceedings whether voluntary or involuntary, goes into liquidation, enters into a composition with its creditors or has a receiver or administrative receiver appointed over the whole or any part of its undertaking or assets, or being an individual has a bankruptcy petition served against him, for the Seller reasonably apprehends that any of the foregoing events is about to occur; or
  2. any other contract between the parties hereto is terminated by either party for whatever reason

X. General

1. No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

2. If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole the validity of the other provisions of these Conditions and the remainder of the provision in question shall not affected.

3. The Contract shall be governed by the laws of England and the Buyer agrees to submit the non-exclusive jurisdiction of the English courts.

Status of June 2016

Printing errors, amendments, errors excepted.