MDWC
Mitch Dyer Workshop Consumables

TERMS AND CONDITIONS OF SALE (the “Conditions”)

 

 

In these conditions “the Seller” means MDWC (Mitch Dyer) or their assigns; “the Buyer” means the person, firm or company wishing to buy the Goods from the Seller;  “the Goods” means the goods or materials which are the subject of the contract between the Seller and the Buyer and the “Contract” means the contract between the Buyer and Seller for the sale and purchase of the Goods.

 

 

1.         Acceptance of order

 

i           Orders can be accepted by the Seller in writing or verbally.  However all orders are provisional until confirmed by the despatch of a written order acknowledgement or invoice.

 

ii           All orders are accepted by the Seller subject to these conditions which override any other terms or conditions  stipulated except the agreement between the Buyer and Seller aforementioned and attached to these terms.  No variation to these conditions are binding on the Seller unless expressly agreed in writing by an authorised representative of the Seller.

 

 

2.         Price

 

i           Unless otherwise agreed between the Buyer and the Seller and subject to the price on the Official Order Confirmation the price or prices charged by the Seller of the Goods shall be those deemed to be ruling at the date of delivery and the Seller may at any time before delivery increase the price of the Goods and the Buyer shall be liable to pay for the Goods at the price ruling at the date of delivery.

ii           The price of all Goods quoted to the Seller shall be clearly defined as either a delivered or ex depot price.

iii          Value Added Tax shall be added to items incurring Value Added Tax by law in force at time of delivery of goods.

 

 

3.         Terms of Payment

 

i           Unless otherwise agreed in writing between the Buyer and the Seller, payment for the Goods shall be made in accordance with the terms indicated on the Seller’s relevant invoice.  Notwithstanding the above, the Seller may at any time require the Buyer to make payment in advance of delivery or to advance adequate security for the payment of all amounts due or to become due under the Contract.

ii           Without prejudice to any other rights hereunder the Seller shall at its discretion have the right to charge interest at the rate of 1.5% per month on any sum outstanding from the date on which payment became due up to the actual date of payment and both before and after any judgement for such sum.

iii          The place for payment is: Hicks Mill House, Hicks Mill, Polyphant, Launceston, Cornwall, PL15 7PT.  

iv          When payment is to be made by instalments the failure of the Buyer to pay any instalment on the due date shall entitle the Seller to demand repayment of all the outstanding instalments which shall then become due and payable.

 

(1/5)

 

 

 

 

 

1. Delivery and Passing of Property

 

Unless otherwise agreed in writing between the Seller and the Buyer the following provisions shall apply:

 

i           Title to all Goods supplied by the Seller to the Buyer will remain with the Seller until payment in full has been made of all amounts owing by the Buyer to the Seller on any account whatsoever.  The Buyer acknowledges that it is in possession of Goods solely as bailee for the Seller until such time as such sums have been paid and until the Buyer agrees that it will store the Goods separately on its premises from goods belonging to any other person or the Buyer itself and in a manner which makes them readily identifiable as the Goods of the Seller.  So long as the Goods remain the property of the Seller the Seller shall be entitled to require the Buyer to deliver the Goods up to the Seller and the Buyer grants to the Seller an irrevocable right and licence to enter upon any of the Buyer’s premises and remove the Goods and all costs incurred by the Seller in repossessing the Goods shall be borne by the Buyer.

 

If the Buyer sells Goods belonging to the Seller, any proceeds of such sales are to be held by the Buyer upon trust for the Seller, to be identifiable at all times as monies of the Seller and not to be mingled with monies of the Buyer or paid into a bank account in overdraft.  The Buyer will, if required to do so by the Seller, assign to the Seller all rights against any person to whom such Goods have been supplied but in respect of which payment has not been made to the Buyer.

                                                                                                                                   

ii           Risk of damage to or loss of the Goods shall pass to the Buyer:-

(a)        In the case of Goods to be delivered at the Seller’s premises at the time when the Seller notified the Buyer that the Goods are available for collection; or

(b)        In the case of Goods to be delivered other than at the Seller’s premises at the time of delivery or, if the Buyer wrongfully fails to accept delivery of the Goods, the time when the Seller has tendered delivery of the Goods.

 

iii          All delivery dates given by the Seller are estimates only and the Seller shall not in any circumstances be liable for failure to deliver by such dates, nor for any damage or loss arising directly or indirectly out of delay in delivery or as a result of non-delivery, nor shall the Buyer be entitled to refuse the Goods in such circumstances.

 

iv          If the Buyer refuses to accept delivery of the Goods when delivery falls due or fails to require delivery or to collect Goods at such time, the Seller may store or arrange storage of the Goods for the Buyer (in which event the price of the Goods will become immediately due and payable and the Buyer will pay the Seller’s storage charges comprising an immediate stocking charge equal to 3% of the net invoice value of the goods plus the cost to the Seller of storing such Goods); and/or either immediately or subsequently elect by written notice sent to the Buyer to treat the Contract as repudiated by the Buyer.

 

 

1. Shortages and Damage and Loss in Transit

 

Unless otherwise agreed in writing between the Seller and the Buyer, the Seller may deliver against any order an excess and/or deficiency of up to 30% of the weight or volume ordered without any liability whatsoever save that the Buyer shall only be required to pay for the quantity of Goods actually delivered.

 

(2/5)

 

 

 

 

 

 

6.         Containers

 

i           All large containers, pallecons, tote bags and pallets are the property of the Seller and shall be returned empty to the Seller in good condition by the Buyer within two months of delivery otherwise such containers, pallets and bags will be charged to the Buyer at replacement value.  The said items must not be re-filled or used for any unauthorised purpose prior to the return to the Seller.

 

 

 

7.         Exclusion and Extent of Liability

 

            I           To the extent permitted by law:

 (a)       Save as provided in these Conditions the Seller excludes all conditions, guarantees or warranties whether expressed or implied by statute, common law or otherwise, including (without prejudice to the generality of the foregoing) conditions, guarantees or warranties as to quality, fitness for purpose, or description of the goods or as to their life, wear or use under any conditions where known or made known to the Seller or not;

 

(b)        The Seller’s liability to the Buyer in respect of defective or damaged Goods or any shortfall or delay in supply shall be excluded, save as set out in these Conditions and the Seller shall be under no liability in contract or tort or otherwise for any injuries, losses, expenses or damage direct or indirect or for any consequential loss whatsoever save as provided in these conditions;

 

(c)        In consideration for the Buyer agreeing that the Sellers obligations should be limited in accordance with clauses (a) and (b) above and subject to clause (d) below, the Seller guarantees that in the event of any Goods proving defective or damaged upon delivery the Seller will at its option replace those Goods or re-pay or credit the Buyer with the purchase price of the goods, in which event the Seller shall be under no further liability to the Buyer.

The Seller’s liability for any loss or damage resulting to the Buyer from any cause whatsoever other than from defective or damaged Goods shall be limited in any event to the purchase price of the consignment of Goods in respect of which the complaint arises.

 

1.      The Seller shall not be liable in respect of any defect arising from fair wear and tear, wilful

damage, negligence, abnormal working conditions, failure to follow the Sellers instructions or misuse, alteration or repair of the goods.                                                                       

 

ii           The Buyer shall inspect the Goods immediately upon receipt from the Seller and shall notify the Seller forthwith of any shortages or damaged Goods, and shall confirm the same in writing within 3 days of delivery.  In the absence of any such notification, the Goods shall be deemed to have been delivered in correct quantity and undamaged and the Buyer shall be deemed to have accepted the goods and shall have no claim whatsoever against the Seller in respect of shortages or damage.

 

 

 

 

 

(3/5)

 

 

 

 

 

8.         Suitability of Goods

 

The utmost care is taken to ensure the accuracy of any information, data and advice provided to the Buyer, by the Seller but all such information is given for general guidance only and any such information given to him is not deemed to form part of any contract or the sale of the Goods, and it is the obligation of the Buyer to satisfy himself that any Goods ordered are of a type and performance satisfactory for his particular requirements. All product technical information is given in good faith and, (to the best of the Seller’s knowledge), fully accurate. However, conditions of product usage are completely beyond the Seller’s control and therefore no guarantee can be offered as to product functionality/performance.

 

 

9.         Contingencies and Force Majeure

 

The Seller shall not be liable for default in the performance of any of its obligations under the Contract if the default is caused by any circumstance whatsoever outside the reasonable control of the Seller (including but not limited to accident, breakdown of plant or machinery, industrial action, order of any Government or similar authority, late arrival or non-arrival of shipment, and shortage of materials, power or fuel required for or in connection with manufacture of the product).  In any such circumstances the Seller may be entitled to a reasonable extension of time for performing such obligations.

 

 

10.        Default

           

                        If:

(a)        The Buyer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a Company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or

 

(b)        an encumbrancer takes possession or a receiver is appointed of any of the property or assets of the Buyer, or the Buyer ceases or threatens to cease to carry on all or any substantial part of its business; or

(c)        the Buyer shall commit any material breach of these Conditions without prejudice to any other right or remedy available to the Seller,

 

The Seller may cancel the Contract or suspend any further deliveries under the contract without any liability to the Buyer and if all or any of the Goods have been delivered but not paid for the price shall become immediately due and payable.

 

 

1. Patents and Trade Marks

 

No representation warranty or indemnify is given by the Seller that the goods do not infringe any letters patent, trade marks, registered designs, or other industrial rights.

 

 

 

 

(4/5)

 

 

 

 

1. Legal Construction

 

These Conditions shall be governed by the laws of England and the Buyer agrees to submit to the non exclusive jurisdiction of the English Courts.

 

 

13.        Notices

 

Any notice required under this contract shall be in writing and shall be sufficiently given if delivered or sent by first class mail, facsimile or e-mail to the address of the parties stated in the Contract or notified from time to time in writing, any such notice shall be deemed to have been received and given in the case of delivery by hand at the time of delivery, in the case of first class mail, three days  after the date of mailing and in the case of facsimile at the time of transmission.

 

 

14.        Set Off

 

The Seller is entitled to set off any amount due to the Buyer from the Seller against any amount due to the Seller from the Buyer under this contract.

                                                                                                                                                                                    

 

15.        Severability

 

Should any part of these Conditions, or any of the individual parts of the Conditions be found to be unenforceable then such part or parts shall be severed from the remainder of the Contract which shall continue to be valid and enforceable to the fullest extent permitted by law.

 

 

           

 

 

Signed: M.Dyer    On behalf of MDWC

[Owner]                        

 

Dated: 16.09.2017

 

 

These terms shall be deemed to be accepted by both Seller and Buyer unless representation in writing is made upon either party by the other within 7 calendar days of the above date.

 

 

 

I/We hereby request you to open a credit trading account and regard the estimated credit requirement as being within our trading capability.  We authorise you through the sources available to you to make such enquiries as are deemed necessary to facilitate the opening of the account and to disclose any reason for not doing so.  We confirm that we have read your written Terms and Conditions of Sale as incorporated within this new account form and agree to abide by them.  We acknowledge that our attention has been specifically drawn to clause 7,which we consider is reasonable.  We agree to place all orders subject to these Terms and Conditions.

 

  

The contents of this specification are confidential to MDWC and must not be disclosed to any other party, other than as required by law. Information is given in good faith and is, (to the best of the company’s knowledge), fully accurate. However, conditions of product usage are beyond the company’s control and therefore no guarantee can be offered as to product functionality/performance.