STANDARD TERMS & CONDITIONS
- The definitions and rules of interpretation in this condition apply in these conditions.
COMPANY: Multimac Limited Company number 04546492 of Southfields, Boraston Lane, Tenbury Wells, WR15 8RB
CONTRACT: Any contract between the Company and the Buyer for the sale and purchase of the goods incorporating these Conditions.
PRICES: All prices shown on our website (www.unimac.co.uk) are in GBP and exclude VAT as default. We reserve the right to change our prices at any time. In the event that a product is listed with an incorrect price or incorrect information due to typographical error, Multimac Limited has the right to refuse or cancel any orders placed for that product.
DELIVERY POINT: the place where delivery of the Goods is to take place under condition 4.1
GOODS: Any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them)
- A reference to a law is a reference to it as it is in force for the time being taking account of any amendment, extension application or re-enactment and includes any subordinate legislation for the time being in force made under it.
- Words in the singular include the plural and, in the plural, include the singular.
- A reference to one gender includes a reference to the other gender.
- Condition headings do not affect the interpretation of these conditions.
- APPLICATION OF TERMS
- Subject to a variation under condition 2.2, the Contract shall be solely on these conditions and those set out in the Company’s Order Acknowledgement, (which could take the form of a Paid Invoice). No terms or conditions endorsed on, delivered with or contained in the Buyer’s purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
- These conditions apply to all the Company’s sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a Director of the Company,
- The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Nothing in these conditions shall exclude or limit the Company’s liability for fraudulent misrepresentation.
- Any quotation is given on the basis that no Contract shall come into existence until the company despatches an Order Acknowledgement (can take form of Paid Invoice) to the Buyer. Quotations are valid for the number of days shown on Quotation document, provided that the Company has not previously withdrawn it.
- Each order or acceptance of a quotation for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions. No order placed by the Buyer shall be deemed to be accepted by the Company until a written Order Acknowledgement (or Paid Invoice) is issued by the Company or (if earlier) the Company delivers the Goods to the Buyer.
- The Company shall not be obliged to provide test or performance certificates unless agreed in Writing. Any costs incurred in carrying out such testing or inspection shall be paid by the Buyer in addition to the cost of the goods.
- 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 Company shall be subject to correction without any liability on the part of the Company, means the standard terms and conditions of sale set out in the document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Company.
- The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate and shall notify the Company with 48 hours of receipt of the Order Acknowledgement (or Paid Invoice)
3.1 The quantity and description of the Goods shall be as set out in the Company’s Order Acknowledgement (or Paid invoice)
3.2 All samples, drawings, descriptive matter, specifications, and advertising issued by the Company and any descriptions or illustrations contained in the Company’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract, and this is not a sale by sample.
4.1 Unless otherwise agreed in writing by the Company, delivery of the Goods shall take place at the Buyer’s place of business.
4.2 The Buyer shall ensure that it is available to accept delivery of the Goods and shall sign the carrier’s delivery note to acknowledge delivery.
4.3 Any dates specified by the company for delivery of the Goods are intended to be an estimate and time for deliver shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.
4.4 The Buyer shall check the goods on delivery. If there are any defects to any or all of the Goods, the Buyer should record this on the delivery note and notify the Company with 24 hours in writing.
4.5 If for any reason the Buyer fails to accept delivery of any of the Goods when they are proffered for delivery, or the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations: (A) risk in the goods shall pass to the Buyer (including for loss or damage caused by the Company’s negligence) (B) the Goods shall be deemed to have been delivered; and (C) the Company may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance)
4.6 The Buyer shall provide at the delivery point and at its expense adequate and appropriate equipment and manual labour for unloading and checking Goods.
4.7 Return of Goods. No Goods delivered to the Buyer which are in accordance with the contract will be accepted for return without the prior written approval of the Company on terms to be determined at the absolute discretion of the Company. If the Company agrees to accept any such Goods for return, (within 7 days of receipt of goods) the Buyer shall be liable to pay a handling charge of 25% of the invoice price. Such Goods must be returned by the Buyer carriage-paid to the Company in their original shipping carton. Goods returned without prior written approval of the Company may, at the Company’s discretion be returned to the Buyer or stored at the Buyer’s cost without prejudice to any rights or remedies the Company may have.
4.8 The Company may deliver the Goods by separate instalments. Each separate instalment to be invoiced and paid for in accordance with the provisions of the Contract.
4.9 Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.
5.1 The quantity of any consignment of Goods as recorded by the Company or its manufacturer on despatch shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
5.2 The Company shall not be liable for any non-delivery of Goods (even if caused by the Company’s negligence) unless the Buyer gives written notice to the Company of the non-delivery within seven days of the date when the Goods would in the ordinary course of events have been received or receipt of an invoice, whichever is sooner.
5.3 Any liability of the Company for non-delivery of Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such goods.
6.1 The Goods are at the risk of the Buyer from the time of delivery.
6.2 Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all the sums due to it in respect of the Goods and all other sums which are, or which become due to the Company from the Buyer on any account.
6.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:
(a) Hold the Goods on a fiduciary basis as the Company’s Bailee.
(b) Store the Goods (at no extra cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Company’s property.
(c) not destroy, deface, or obscure any identifying mark or packaging on or relating to the Goods, and
(d) maintain the Goods in satisfactory condition and keep them insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Buyer shall produce the policy of insurance to the Company.
6.4 The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:
(a) any sale shall be affected in the ordinary course of the Buyer’s business at full market value and
(b) any such sale shall be a sale of the Company’s property on the Buyer’s own behalf and the Buyer shall deal as principal when making such a sale.
6.5 The Buyer’s right to possession of the Goods shall terminate immediately if:
(a) the Buyer is unable to pay its debts within the meaning of the Insolvency Act 1986, or proceedings are commenced relating to the insolvency or possible insolvency of the Buyer, or there is a threat that the Buyer may cease to trade; or
(b) the Buyer encumbers or in any way charges any of the Goods.
6.6 The Company shall be entitled to recover payment for the goods notwithstanding that ownership of any of the Goods has not passed from the Company.
6.7 The Buyer grants the Company, its agents, and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored to inspect them or to recover them.
6.8 Where the Company is unable to determine whether any Goods are the goods in respect of which the Buyer’s right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by the Company to the Buyer in the order in which they were invoiced to the Buyer.
6.9 On termination of the Contract, howsoever caused, the Company’s (but not the Buyer’s) rights contained in this condition 6 shall remain in effect.
7.1 Unless otherwise agreed by the Company in writing, the Price for the goods shall be the Total Price as set out in the Order Acknowledgment (or Paid Invoice).
7.2 Except where otherwise stated, the price for the Goods shall be exclusive of any Value Added Tax and all costs or charges in relation to packaging, loading, unloading, carriage, and insurance, all of which amounts the Buyer shall pay in addition when it is due to pay for the Goods. The Company shall where possible give details of such additional sums in the Order Acknowledgement (or Paid Invoice). However, if these additional costs are more expensive at the date of delivery, any such increases will be passed to the Buyer.
7.3 The prices displayed on the website are for on-line purchases and promotions only and are not transferable to sales through any other means.
7.4 We will not be bound to honour any online listed prices, where we have indicated to you subsequently that the prices displayed have been displayed in error. In these cases, a refund will be offered if Goods have already been paid for.
8.1 No payment shall be deemed to have been received until the Company has received cleared funds.
8.2 All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.
8.3 The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer.
8.4 If the Buyer fails to pay the Company any sum due pursuant to the Contract, the Buyer shall be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 8% above the base lending rate from time to time of Barclays Bank PLC, accruing on a daily basis until payment is made, whether before or after any judgment. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
8.5 The Company may, at any time at its discretion, withdraw credit facilities and/or require the Buyer to make payment in cash or to provide security for payment.
8.6 You must pay by credit/debit card, bank transfer at the time of order unless previously agreed with the Company that credit facilities are available to the Buyer. The price of any product is the price in force at the date and time of your order. You undertake that all details you provide to us for the purpose of purchasing products which may be offered to us on our website will be correct. That the credit charge or debit card which you use is your own and that there are sufficient funds or credit facilities to cover the cost of any products. We reserve the right to obtain validation of your credit charge or debit card details before accepting your order.
8.7 The Contract shall not have been concluded until we have completed all the following steps.
(a) the Company have received the Buyer’s valid credit card charge or debit card payments details, or your bank transfer.
(b) the Company have accepted the Buyer’s on-line order and sent a confirmation of receipt of the order by return email to the address given to us during the registration procedure
On completion of these steps the order will be processed.
8.8 The Company is entitled to refuse any order placed by the Buyer
8.9 All credit and debit card payments are made through a secure Payment system. No financial information is kept or stored with our Company. If the Buyer purchases multiple products on different days, the Buyer will have to complete the full payment system again.
9.1 The Buyer acknowledges that the Company does not manufacture the Goods and cannot provide warranties or guarantees relating to the manufacture of the Goods. However, the Company shall use reasonable endeavours to pass on to the Buyer the benefit of any warranty or guarantee that the Company is able to rely on in the circumstances.
9.2 The Company warrants that (subject to the other provisions of these conditions) on delivery and for a period of 12 months from the date of delivery, the Goods shall:
(a) be reasonably fit for the purpose of the goods
(b) be of satisfactory quality within the meaning of the Sale of Goods Act 1979.
9.3 The Company shall not be liable for a breach of any warranties in condition 9.2 unless:
(a) the Buyer gives written notice of the defect to the Company, to be received b the Company within two days of delivery of the goods, and
(b) The Company is given a reasonable opportunity after receiving the notice to examine such Goods. If asked to do so by the Company, the Buyer shall return such Goods to the Company’s place of business at the Company’s cost for the examination to take place there.
9.4 The Company shall not be liable for a breach of any warranties in condition 9.2 if:
(a) The Buyer makes any further use of such Goods after giving notice of any defects; or
(b) the defect arises because the Buyer failed to follow the Company’s oral or written instructions as to storage, assembly, use or maintenance of the Goods or (if there are none) good practice or
(c) the Buyer alters or repairs such Goods without the written consent of the Company or
(d) the Goods have been subject to any misuse, mistreatment, neglect, accidental damage or where the Goods have suffered wear and tear, friction scratches or perforations that exceed normal usage, or
(e) the goods have been exposed to harmful chemicals, abused by machinery, equipment or personal damage, or act of terrorism or act of God.
9.5 Subject to conditions 9.3 and 9.4 if any of the Goods do not conform with the warranties in condition 9.2, the Company shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the Company so requests, the Buyer shall, at the Company’s expense, return the Goods or the part of such Goods which is defective to the Company.
9.6 If the Company complies with condition 9.5 it shall have no further liability for a breach of the warranties in condition 9.2 in respect of such Goods.
9.7 Any Goods replaced shall belong to the Company and any repaired or replacement Goods shall be guaranteed on these terms for the unexpired portion of the 12-month period.
10 LIMITATIONS OF LIABILITY
10.1 Subject to conditions 4, 5 and 9 the following provisions set out the entire financial liability of the Company (including any liability for acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of.
(a) any breach of these conditions
(b) any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the goods; and
(c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
10.2 All warranties, conditions and other terms implied by statue or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
10.3 Nothing in these conditions excludes or limits the liability of the Company
(a) for death or personal injury caused by the Company’s negligence or
(b) under section 2(3), Consumer Protection Act 1987, or
(c) for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability or,
(d) for fraud or fraudulent misrepresentation
10.4 Subject to conditions 10.2 and 10.3
(a) The Company’s total liability in contract, tort (including negligence or breach of statutory duty) misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Total Price; and
(b) the Company shall not be liable to the Buyer for (i) loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect of consequential; or (ii) any claims for consequential compensation whatsoever (howsoever caused including but not limited to damage to property or possessions of the Buyer or third parties) which arise out of or in connection with the Contract or, (iii) any damage or loss to persons or property where such damage is not caused directly by the Company’s negligence, or (iv)any loss or damage arising out of any delay or omission of the Company.
10.5 Subject to the other provisions of these conditions, the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company’s negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delays exceeds 180 days.
11.1 The Company may assign the Contract or any part of it to any person, firm or Company.
11.2 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company
12 FORCE MAJEURE
12.1 The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 180 days, the Buyer shall be entitled to give notice in writing to the Company to terminate the Contract.
13.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
13.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable, and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
13.3 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
13.4 Any waiver by the Company or any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
13.5 The parties to the Contract do not intend that any term of the Contract shall by enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
13.6 The formation, existence, construction, performance, validity, and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
13.7 Applicable Law – We control and operate our web site from offices within England. Accordingly, the laws of England and Wales govern claims relating to, including the use of, this website and the materials contained therein. If you choose to access our website from outside England and Wales, you do so on your own initiative and you hereby agree that in the event of a dispute between ourselves and you the laws of England and Wales will always apply.
14.1 All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first-class post or sent by fax or by email. Communications addressed to the Company shall be marked for the attention of the Sales Director.
14.2 Communications shall be deemed to have been received:(a) if sent by pre-paid first-class post, two days (excluding Saturdays Sundays and public holidays) after posting (exclusive of the day of posting) or(b) if delivered by hand, on the day of delivery or (c) if sent by fax or email on a working day prior to 4.00 pm at the time of transmission and otherwise on the next working day.
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