Terms And Conditions For The Sale Of Goods And Services.
Company: Defined as M O Design and Engineering LTD (Trading as Plyable) Unit B, 33 Pony Road Oxford OX4 2RD
Customer: Person, persons or company who buys or agrees to buy the goods from the Company.
Conditions: Terms and conditions of sale as set out in this document and any special terms and conditions agreed in writing by the Company.
Goods and Services: Articles which the Customer agrees to buy from the Company.
Price: Price for the Goods, excluding VAT and any carriage, packaging and insurance costs.
2.1 The terms and conditions set out in this document represent the comprehensive and sole agreement between the Company and the Customer relating to the terms and conditions of sale and the supply and sale of Goods and/ or Services from the Company to the customer and supersede any other conditions previously issued including the Customer’s own standard conditions of purchase or any other conditions which the Customer may purport to apply under any purchase order or confirmation of order or any other document.
2.2 All orders received by the Company are regarded to be an offer by the Customer to purchase Goods and/ or Services in accordance with these terms and conditions.
2.3 These terms and conditions may not be altered or amended without the expressed written consent of Director from the Company.
3. ESTIMATES, QUOTATIONS AND ORDERS
3.1 Estimates or quotations given to the Customer by the Company do not constitute a binding agreement or contract to supply Goods and/ or Services until the Company receives and has accepted the Customer’s order, via the means of the Company issuing order confirmation documentation.
3.2 Prices quoted by the Company will be valid for a period of 28 days from the date of the quote. However, the Company reserves the right to withdraw, amend or alter the stated terms of any estimates or quotations issued at any time. As such, estimates or quotations issued by the Company do not constitute a binding offer to supply Goods and/ or Services at the quoted value or within the quoted time frame.
3.3 All lead times are quoted in “working days”, constituting the Company’s standard working week, Monday through Friday.
3.4 All prices quoted exclude VAT, all other applicable taxes and carriage.
3.5 Once the Customer has placed an order, it can only be cancelled at the discretion of the Company. In the instance the Customer cancels an order, the Company reserves the right to invoice for the order in full.
3.6 Once the Customer has placed an order, the Customer agrees to accept all additional charges resulting from any specification change that deviates from the Customer’s original order.
4. PAYMENT AND INVOICING
4.1 The Company’s standard payment terms operate on a proforma basis. The Company reserves the right to delay the commencement of work and/or delivery of an order until the Company is satisfied that payment for the Goods and/ or Services has been received in full.
4.2 Credit accounts are offered entirely at the discretion of the Directors of Company and can be withdrawn at anytime, for any reason. Should a credit facility be withdrawn from the Customer, outstanding payments shall be immediately settled in full, in line with the terms and conditions set out in this document.
4.3 Payment of all invoices issued by the Company for orders placed on a Customer’s credit account shall be due in full within 28 days of the date of the Company’s invoice.
4.4 Overdue invoice payments will result in a late payment demand under the Late Payment of Commercial Debts (Interest) Act 1998. The Customer accepts the liability for all additional costs incurred by the Company relating to the collection of debt arising from late invoice payments.
4.5 All Goods manufactured by the Company are bespoke Customer requirements and have no value to the Company save for the invoiceable price. As such, the return of Goods in lieu of payment will not be accepted under any circumstance.
4.6 The Customer shall pay all accounts in full and not exercise any rights of set-off or counter-claim against invoices submitted by the Company.
4.7 Upon an occasion of late invoice payments, the Company reserves the right to suspend all deliveries due to the Customer until payments due are settled in full.
5. WARRANTIES AND LIMITATION OF LIABILITY
5.1 It is the sole responsibility of the Customer to ensure that Goods supplied are fit for purpose, adhere to all applicable legislation and regulatory requirements before and after delivery, installation and operation. Should Goods be used in conjunction with other products it is the Customer’s responsibility to ensure that the use of any such item does not adversely affect the suitability or fitness for purpose of the Goods.
5.2 In the instance where Goods and/ or Services supplied by the Company could cause a Health and Safety risk if incorrectly used, the Customer undertakes that it will ensure compliance as far as reasonably practicable by its employees, agents, licensees and customers. Direction and instructions will be provided by the Customer to ensure that the Goods will be safe and without risk to health if properly used. The Company accepts no liability for death and or personal injury caused by undiscovered defects in supplied Goods and/ or Services.
5.3 The Company bears no liability in respect of any defect in quality, condition, fitness or deviation from the intended specification of the supplied Goods until the Company has been notified in writing. Notification of such an issue must clearly state the grounds for such rejection and take place within 48 hours of delivery. It is the Customer’s responsibility to ensure the safe quarantine of any Goods supplied that it deems to be defective immediately on discovery until the resolution of the claim.
5.4 The total extent of liability to the Company relating to the supply of Goods and/ or Services under the terms of this contract, however such liability arises shall under no circumstance exceed the contract price for the Goods and/ or Services.
5.5 It is the The Company’s responsibility to ensure that supplied Goods and/ or Services comply at point of delivery to the specification outlined by the Customer at point of order. Changes that deviate from the required specification outlined in the Customer’s original order such as design changes, alterations or up-issues must be clearly communicated in writing to the Company to ensure that Goods and/ or Services comply with the Customer’s revised specification at point of delivery. The Company reserves the right to decline a Customer’s request to make alterations to their original order on the grounds of cost or technical feasibility and makes no assurance that Goods and/ or Services will be supplied to any amended specification until the Company formally issues acknowledgment of the planned amendments to the customer in writing.
5.6 The Company supplies all manufactured Goods to its standard achievable engineering tolerances, available upon request. Should the Customer require their order to be manufactured to alternative tolerances, the Customer must inform the Company at the time of placing the order.
5.7 The factors that define the degradation in the quality of the Company’s Goods and/ or Services after the point of delivery, solely lie under the control of the Customer. Therefore the Company cannot make any guarantee towards the longevity or service life of any Goods and/ or Services supplied. All information emanating from the Company regarding the quoted number of components that can be manufactured from a given material constitutes an estimation and not a guarantee.
5.8 The Company agrees to repair or replace free of charge any Goods, which in the reasonable opinion of the Company are defective due to a manufacturing fault, but only if the defects are reported in writing to the Company within 48 hours of delivery, as outlined in 5.3. Where a valid claim is notified to the Company in accordance with these conditions, the Company shall either, at their discretion, replace the Goods, or refund to the Customer the price of the Goods. The Company will not be responsible for the cost of removing or reinstalling the Goods unless agreed in writing with a Director of the Company.
5.9 The Company shall not be liable for any indirect or consequential loss or damage or loss of profit or business or depletion of goodwill which arises out of or in connection with the Contract.
5.10 These terms and conditions set out the Company’s entire liability in respect of the Goods and the rights granted under them are in lieu and to the exclusion of all other warranties, conditions and other terms expressed or implied by statute or common law except for any which cannot legally be excluded.
6. DELIVERY OF GOODS.
6.1 The Company will deliver Goods to the Customer’s business address. The Customer is responsible for making all necessary arrangements to accept delivery of the Goods.
6.2 The cost of delivery carriage is not included in the price of Goods and will be invoiced to the Company in addition to Goods Supplied.
6.3 The Company will ensure that all reasonable endeavours are made to deliver Goods and/ or Services on an agreed delivery date, but does not guarantee to do so. Time of delivery shall not be of the essence of this contract. Furthermore, The Company accepts no liability for any loss or damage arising directly or indirectly from late or short delivery of Goods and/ or Services.
6.4 The Customer agrees to accept all deliveries made by the Company without prejudice.
6.5 Should the Customer fail to take delivery of the Goods on the agreed delivery date or, in circumstance that no delivery date has been arranged by the Customer, the Company shall be entitled to charge the Customer reasonable storage costs for the Goods from the date the Goods become ready for dispatch.
6.6 Times and dates stated by the Company for delivery of Goods and/ or Services is an estimate only and not a binding assurance, failure to deliver in accordance with this estimate will not entitle the Customer to view the Contract as repudiated.
6.7 The Company reserves the right to reject the return of Goods. In the event that the Company agrees to accept the return of any Goods and/ or Services this will occur entirely at the expense of the Customer.
7. ACCEPTANCE OF GOODS
7.1 With the exception of the provisions outlined in 5.3, the Customer shall be deemed to have accepted the Goods 48 hours after delivery and an invoice for the value of Goods will be issued.
7.2 The utilisation or use of Goods and/ or Services supplied to the Customer is deemed immediate acceptance of the Goods. Adjudication as to the utilisation or otherwise of Goods and/ or Services lies solely with the Company.
7.3 Where the Customer has accepted, or has been deemed to have accepted the Goods and/ or Services the Customer shall not be entitled to reject Goods and/ or Services which are not in accordance with the contract.
8. OWNERSHIP AND INSURANCE
8.1 Risk and title shall pass on delivery of the Goods to the Customer’s address. 4.6
8.2 Under no circumstances shall the return of title to the Company be accepted in lieu of payment by the Customer.
8.3 Under circumstance where any Goods supplied are in the ownership of the Company, but in the position of the Customer, the Customer will make provision to hold and maintain appropriate insurance cover for the Goods.
9.1 The Company will not accept liability in respect of any misrepresentation due to fraudulent representation or misrepresentation made by the Company and its employees or agents to the Customer’s employees and agents in relation to their condition to be fit for purpose, the quantity and/or measurements required unless the representation made has been provided in writing from the Company.
10. FORCE MAJEURE
10.1 The Company shall be under no liability for any loss (including consequential loss or loss of profit) damage or delay or expenses of any kind whatsoever caused wholly or in part by any events or circumstances beyond the reasonable control of the party affected, including, but not limited to, Act of God, outbreak of war, civil commotion, government policies or restrictions or control including restrictions on export or import or other licences, trade or industrial disputes, of whatever nature, whether or not such dispute involves the Company, its employees or agents, or by any other contingency, whatsoever which is beyond the control of the Company.
11.1 If the Customer commits any breach of the Contract, the Company may stop any goods in transit or suspend future scheduled deliveries by providing notice in writing to the Customer.
11.2 Under such circumstance where the Company is informed that the Customer has, threatens to or it is reasonably expected to either enter into any voluntary arrangement with its creditors, enters into an administration order, becomes bankrupt, goes into liquidation, has a receiver appointed or an encumbrance takes possession of any of the property or assets of the Customer or the Customer ceases to carry on business, the Company reserves the right to terminate this contract with immediate effect and for payment Goods and/ or Services to become immediately due and payable notwithstanding any previous agreement to the contrary.
12. PATENTS, TRADEMARKS AND DATA PROTECTION .
12.1 The Company makes no representation that Goods and/ or Services supplied do not infringe any patents, trademarks, registered designs or other such intellectual property rights. Furthermore the Company takes no liability to ensure that CAD data, materials, components or other such parts issued to the Company to aid in the supply of Goods and/ or Services do not infringe any patents, trademarks, registered designs, confidentiality or other such intellectual property rights.
12.2 The Customer will unconditionally indemnify the Company against all losses, damages, costs on an indemnity basis and expenses awarded against or incurred by the Company in connection with or paid or agreed to be paid by the Company as a consequence of the Company supplying goods to specifications or designs provided by or on behalf of the Customer, including in settlement of any claim for infringement of any patents, copyright, design, trademark or any other industrial or intellectual property rights of another person.
13.1 Any liability of the Company under the Contract shall be subject to and conditional upon the due performance and observance by the Customer of all its obligations under these Conditions and the Customer shall not be entitled to withhold or delay payment or exercise any rights of set-off whatsoever and howsoever arising which otherwise might be available.
14.1 No failure or delay on the part of the Company to exercise any of its rights under the Contract shall be treated as a waiver. Any waiver instigated by the Company for a breach of this Contract by the Customer of any of its obligations shall not affect the rights of the Company if any additional or further breaches occur.
15.1 Each and every obligation within the terms and conditions are to be treated as separate obligations. Therefore if any provision is deemed to be wholly or partly illegal, invalid, void, unenforceable or unreasonable it shall be treated as severable and the remaining terms and conditions remain and are valid.
16. ADDITIONAL NOTES
16.1 The clause headings in these terms and conditions are for convenience only and should not in any way affect the interpretation of the Contract.
16.2 All notices under these Conditions shall be in writing. Notices may be given by fax, email, first class post or personal delivery.
16.3 The Contract shall be governed by English law and be subject to the sole jurisdiction of the English Courts.