Terms
& Conditions ( )
1. INTERPRETATION
1.1 In these conditions:
?Buyer? means the person who agrees to buy goods (including
any instalment of the goods or any part of them), which
the Seller is to supply in accordance with these conditions
(“Goods”). ?Seller? means Mechline Developments
Limited (registered in England under number 2632823).
?Conditions? means the standard terms and conditions
of sale set out in this document and (unless the context
otherwise requires) any special terms and conditions
agreed in writing between the Buyer and the Seller.
?Contract? means the contract for the purchase and sale
of Goods.
1.2 Any references in these Conditions to any provision
of a statute shall be construed as a reference to that
provision as amended, re-enacted or extended at the
relevant time.
1.3 The headings in these Conditions are for convenience
only and shall not affect their interpretation.
2. BASIS OF THE SALE
2.1 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 any case to these Conditions which shall
govern the Contract to the exclusion of any other terms
and conditions.
2.2 No variation to these Conditions shall be binding
unless agreed in writing between the authorised representatives
of the Buyer and the Seller.
2.3 The Seller’s employees or agents are not authorised
to make any representations concerning the Goods unless
confirmed by the Seller in writing. In entering into
the Contract the Buyer acknowledges that it does not
rely on, and waives any claim for breach of, any such
representations which are not so confirmed.
2.4 Any advice or recommendation given by the Seller
or its employees or agents to the Buyer or its employees
or agents as to the storage, application or use of the
Goods which is not confirmed in writing by the Seller
is followed or acted upon entirely at the Buyer’s
own risk, and accordingly the Seller shall not be liable
for any such advice or recommendation which is not so
confirmed.
2.5 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 the Seller shall be subject to correction without
any liability on the part of the Seller.
3. ORDERS AND SPECIFICATIONS
3.1 No order submitted by the Buyer shall be deemed
to be accepted by the Seller unless and until confirmed
in writing by the Seller’s authorised representative
or by delivery of the goods to the Buyer.
3.2 The Buyer shall be responsible to the Seller for
ensuring the accuracy of the terms of any order (including
any applicable specification) submitted by the Buyer
and for giving the Seller necessary information relating
to the Goods within a sufficient time to enable the
Seller to perform the Contract in accordance with its
terms.
3.3 The quantity, quality and description of and any
specification for the Goods shall be those set out in
the Seller’s quotation (if accepted by the Buyer)
or the Buyer’s order (if accepted by the Seller).
3.4 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 settlement of any claim for infringement of
any patent, copyright, design, trade mark or other intellectual
property right of any person which results from the
Seller’s use of the Buyer’s specification.
3.5 The Seller reserves the right to make any changes
in the specification of the Goods which are required
to conform with any applicable safety or other statutory
requirements or, where the Goods are to be supplied
to the Seller’s specification, which do not materially
affect their quality or performance.
3.6 No order which has been accepted by the Seller may
be cancelled by the Buyer except with the agreement
in writing of the Seller and on terms that the Buyer
shall indemnify the Seller in full against all loss
(including loss of profit), costs (including the cost
of all labour and material used) damages, charges and
expenses incurred by the Seller as a result of cancellation.
4. PRICE OF GOODS
4.1.1 The price of the Goods shall be the Sellers’
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. Where the Goods
are supplied for export from the United Kingdom, the
Seller’s published export price list shall apply
in the absence of a quotation. All prices quoted are
valid for 30 days unless otherwise agreed or until earlier
acceptance by the Buyer, after which time the Seller
may alter them without giving notice to the Buyer.
4.2 The Seller reserves the right, by giving notice
to the Buyer at any time before delivery, 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 including but not limited
to any foreign exchange fluctuation, currency regulation,
alteration of duties, changes in quantities or specifications
for the Goods 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.
4.3 Except as otherwise stated under the terms of any
quotation or in any price list of the Seller, and unless
otherwise agreed in writing between the Buyer and the
Seller, all prices are given by the Seller on an ex
works basis, and where the Seller agrees to the delivery
of the Goods otherwise than at the Seller’s premises,
the Buyer shall be liable to pay the Seller’s
charges for transport, packaging and insurance.
4.4 The price is exclusive of any applicable value added
tax, which the Buyer shall be additionally liable to
pay to the Seller.
5. TERMS OF PAYMENT
5.1 Subject to any special terms agreed in writing between
the Buyer and the Seller, the Seller shall be entitled
to invoice the Buyer for the price of the Goods on or
at any time after delivery of the Goods, unless the
Goods are to be collected by the Buyer or the Buyer
wrongfully fails to take delivery of the Goods, in which
event the Seller shall be entitled to invoice the Buyer
for the price at any time after the Seller has notified
the Buyer that the Goods are ready for collection or
(as the case may be) the Seller has tendered delivery
of the Goods.
5.2 The Buyer shall pay the price of the Goods without
any deduction within 30 days of the end of the month
in which the Goods are invoiced to the Buyer notwithstanding
that delivery may not have taken place. Payment of the
price shall be of the essence of the Contract. Receipts
will be issued only upon request.
5.3 If the Buyer fails to make any payment on the due
date then, without prejudice to any other right or remedy
available to the Seller, the Seller shall be entitled
to:
5.3.1 cancel the Contract or suspend any further deliveries
to the Buyer; and/or
5.3.2 appropriate any payment made by the Buyer to such
of the Goods (or the Goods supplied under any other
contract between the Buyer and the Seller) as the Seller
may think fit (notwithstanding any purported appropriation
by the Buyer; and/or
5.3.3 charge the Buyer interest (both before and after
any judgement) on the amount outstanding from the date
when payment becomes due at the rate of 2% per month
(a part of a month being treated as a full month for
the purpose of calculating interest); and/or
5.3.4 recover from the Buyer on a full indemnity basis
together with interest thereon all costs incurred by
it in obtaining payment including solicitor’s
fees and costs associated with so doing.
6. DELIVERY
6.1. 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.
6.2 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 however caused. Time for delivery
shall not be of the essence unless previously agreed
by the Seller in writing. The Goods may be delivered
by the Seller in advance of the quoted delivery date
upon giving reasonable notice to the Buyer.
6.3 Where the Goods are to be delivered in instalments,
each delivery shall constitute a separate Contract and
failure by the Seller to deliver any one or more of
the instalments in accordance with these conditions
or any claim by the Buyer in respect of any one or more
instalments shall not entitle the Buyer to treat the
Contract as a whole as repudiated.
6.4 If the Seller fails to deliver the Goods for any
reason other than any cause beyond the Seller’s
reasonable control or the Buyer’s fault and the
Seller is accordingly liable to the Buyer, the Seller’s
liability shall be limited to the excess (if any) of
the cost to the Buyer (in the cheapest available market)
of similar goods to replace those not delivered over
the Goods.
6.5 If the Buyer fails to take delivery of the Goods
or fails to give the Seller adequate delivery instructions
at the time stated for delivery (otherwise than by reason
of any cause beyond the Buyer’s reasonable control
or by reason of the Seller’s fault) then, without
prejudice to any other right or remedy available to
the Seller, the Seller may:
6.5.1 store the Goods until actual delivery and charge
the Buyer for the reasonable costs (including insurance)
of storage; or
6.5.2 sell the Goods at the best price reasonably obtainable
and (after deducting all reasonable storage and other
expenses) charge the Buyer for any shortfall below the
price under the Contract.
7. RISK AND PROPERTY
7.1 Risk of damage to or loss of the Goods shall pass
to the Buyer:
7.1.1 in the case of the Goods to be delivered at the
Seller’s premises, at the time when the Seller
notifies the Buyer the Goods are available for collection;
or
7.1.2 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.
7.2 Notwithstanding delivery and the passing of risk
in the Goods, or any other provision of these Conditions,
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.
7.3 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. Until
that time the Buyer shall be entitled to resell or use
the Goods in the ordinary course of business, but shall
account to the Seller for the proceeds of sale or otherwise
of the Goods, whether tangible or intangible, including
insurance proceeds, and shall keep all such proceeds
separate from any moneys or property of the Buyer and
third parties and, in the case of tangible proceeds,
properly stored, protected and insured.
7.4 Until such time as the property in the Goods passes
to the Buyer (and provided the Goods are still in existence
and have not been resold) 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 repossess the Goods.
7.5 The Buyer 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 Seller,
but if the Buyer does so all moneys owing by the Buyer
to the Seller shall (without prejudice to any other
right or remedy of the Seller) forthwith become due
and payable.
8. WARRANTIES AND LIABILITY
8.1 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 then be free from defects
in material and workmanship.
8.2 The above warranty is given to the Buyer subject
to the following conditions:
8.2.1 the Seller shall be under no liability in respect
of any defect in the Goods arising from any drawing,
design or specification supplied by the Buyer.
8.2.2 the Seller shall be under no liability in respect
of any defect arising from fair wear and tear, wilful
damage, negligence, abnormal working conditions, failure
to follow the Seller’s instructions (whether oral
or in writing), misuse or alteration of the Goods without
the Seller’s written approval;
8.2.3 the Seller shall be under no liability under the
above warranty (or any other warranty condition or guarantee)
if the total price for the Goods has not been paid by
the due date for payment;
8.2.4 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.
8.3 Subject as expressly provided in these Conditions,
and except where the Goods are sold under a consumer
sale (as defined by the Sale of Goods Act 1979), all
warranties, conditions, or other terms implied by statute
or common law are excluded to the fullest extent permitted
by law.
8.4 Where the goods are sold under a consumer sale (as
defined by the Sale of Goods Act 1979) the statutory
rights of the Buyer are not affected by these Conditions.
8.5 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 (whether or not
delivery is refused by the Buyer) 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 a reasonable time after discovery
of the defect or failure. If delivery is not refused,
and 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.
8.6 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) free of charge 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.
8.7 Except in respect of death or personal injury caused
by the Seller’s negligence, all liability of the
Seller arising by reason of any representation, or any
implied warranty, condition or other term, or any duty
at law, or under the express terms of the Contract,
for any loss whatsoever (whether for loss of profit
or otherwise), costs, expenses or other claims for loss
or damages whatsoever (and whether caused by negligence
of the Seller, its employees or agents or otherwise)
which arises out of or in connection with the sale or
supply of the Goods or their use or resale by the Buyer
is excluded to the maximum extent permitted by law,
except as expressly provided in these Conditions.
8.8 The Seller shall not be liable to the Buyer or be
deemed to be in breach of any 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 were due to any cause
beyond the Seller’s reasonable control. Without
prejudice to the generality of the foregoing, the following
should be regarded as causes beyond the Seller’s
reasonable control;
8.8.1 act of God, explosion, flood, tempest, fire or
accident
8.8.2 war or threat of war, sabotage, insurrection,
civil disturbance or requisition;
8.8.3 acts, restrictions, regulations, byelaws, prohibitions
or measure of any land on the part of any competent
authority
8.8.4 import or export regulations or embargoes;
8.8.5 strikes, lockouts or other industrial actions
or trade disputes (whether involving employees of the
Seller or of a third party);
8.8.6 difficulties in obtaining raw materials, labour,
fuel, parts or machinery;
8.8.7 power failure or breakdown in machinery
9. INSOLVENCY OF BUYER
9.1. This clause applies if:
9.1.1 The Buyer 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 purpose of amalgamation or reconstruction
not involving insolvency or anticipation thereof and
where the burden of the Contract is assigned with the
business on a going concern basis without injury to
the Seller), or
9.1.2 an encumbrancer takes possession, or a receiver
is appointed, of any of the property or the assets of
the Buyer, or
9.1.3 the Buyer causes, or threatens to cause, to carry
on business, or
9.1.4 the Seller reasonably apprehends that any of the
events mentioned above is about to occur in relation
to the Buyer and notifies the Buyer accordingly.
9.2 If this clause applies then, without prejudice to
any other right or remedy available to the Seller, the
Seller shall be entitled to cancel any Contract and/or
suspend any further deliveries under any Contract without
any liability to the Buyer, 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 and any retrospective
discount arrangement is voided, with no further discount
being payable by the Seller.
10. EXPORT TERMS
10.1 In these Conditions “Incoterms” means
the international rules and the interpretation of trade
terms of the International Chamber of Commerce as in
force at the date when this Contract is made. Unless
the Contract otherwise requires, any term or expression
which is defined given particular meaning by the provisions
of Incoterms shall have the same meaning in these Conditions,
but if there is any conflict between the provisions
of Incoterms and these Conditions, the latter shall
prevail.
10.2 Where goods are supplied for export from the United
Kingdom, the provisions of this clause 10 shall (subject
to any special terms agreed in writing between the Buyer
and the Seller) apply notwithstanding any other provision
of these Conditions.
10.3 The Buyer shall be responsible for complying with
any legislation or regulation governing the importation
of the Goods into the country of destination and for
the payment of any duties thereon.
10.4 Unless otherwise agreed in writing between the
Buyer and the Seller, the Goods shall be delivered by
the Buyer collecting the same at the Seller’s
premises and the Buyer shall make his own arrangement
for shipment.
10.5 The Buyer shall be responsible for arranging for
testing and inspection of the Goods at the Seller’s
premises before shipment. The Seller shall have no liability
for any defect in the Goods which would be apparent
on inspection and which is notified to the Seller after
shipment, or in respect of any damage during transit.
10.6 Payment of all amounts due to the Seller shall
be made by irrecoverable letter of credit opened by
the Buyer in favour of the Seller and confirmed by a
bank in the United Kingdom acceptable to the Seller
or in such other manner as may be agreed.
11. GENERAL
11.1 The Seller may perform any of its obligations or
exercise any of its rights hereunder by itself or through
any other member of its group provided that any act
or omission of any such member shall be deemed to be
the act or omission of the Seller.
11.2 Any notices required or permitted to be given by
either party to the other under these Conditions shall
be in writing addressed to that other party or its registered
office or principal place of business or such other
address as may at the relevant time have been notified
to the party giving the notice.
11.3 No waiver by the Seller of any breach of any Contract
by the Buyer shall be considered as a waiver of any
subsequent breach of the same or any other provision.
11.4 If any provision of these Conditions is held by
any competent authority to be invalid or unenforceable
in whole or in part the validity of the other provisions
of these Conditions and the remainder of the provisions
in questions shall not be affected thereby.
11.5 The Contracts shall be governed by the laws of
England.
12. DATA PROTECTION
12.1 The Seller may transfer information about the Buyer
to the Seller’s bankers and/or financiers for
the purposes of: providing services; obtaining credit
insurance (including making credit reference agency
searches); credit control; assessment and analysis (including
credit scoring, market, product and statistical analysis);
securitisation; and/or otherwise protecting the Seller’s
interests.
12.2 The Seller will provide the Buyer with details
of our bankers/financiers and that of any credit reference
agencies used on request.
Other helpful forms:
The link below leads to a helpful document
to provide guidelines on Mechline product policies.
Warranty
& Returns Policy ()
Standard
Order Procedures ()
Application for Credit ()
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