Terms & Conditions of Sale

M-TEK (Assembly) Terms & Conditions of Sale

GENERAL

1.1              In these Conditions, (a) “the Company” means M-TEK (Assembly) Ltd; (b) “the Customer” means the person placing an order for the Goods or Services; (c) “the Goods” means the goods or services which are the subject of a contract between the Company and the Customer; and (d) headings are inserted for the sake of convenience and do not affect the construction of these Conditions. 

1.2               Unless otherwise agreed by the Company, the Goods are supplied on these Conditions to the exclusion of any terms or conditions stipulated by the Customer and of any representations, warranties or communications not expressly incorporated herein or the Company’s order acceptance. 

1.3               Where these Conditions form part of a quotation submitted by the Company to the Customer such quotation shall be open for acceptance by the Customer for the period stated therein or, where no period is stated, for 15 days after its date and, if not so accepted, shall be automatically withdrawn or require revalidation. 

1.4               No person has authority on behalf of the Company to vary any of these Conditions except the Directors of the Company and then only in writing signed by the Directors by the Company’s Articles of Association.

1.5               Unless otherwise agreed by the Company the Goods may be partially or wholly outsourced at the Company’s discretion. 

1.6               These Conditions shall be construed and shall take effect in all respects by English law and all disputes or differences concerning or relating thereto shall be referred to a single arbitrate or to be mutually agreed or failing agreement to a person appointed at the request of either party by the President of the London Chamber of Commerce and Industry. 

1.7               Any notice given hereunder by post, fax, telex or e-mail to the recipient at his or its principal or registered office shall be deemed to have been properly served at the time when in the ordinary course of post or transmission it would reach its destination. 

DELIVERY

2.1               The time and place of delivery shall be as specified in the Customer’s order and the means of delivery shall be at the absolute discretion of the Company. 

2.2               The Company shall use all reasonable endeavours to meet delivery dates but shall be under no liability for failure to deliver on a specified date or within a specified period. 

2.3               The Customer shall pay to the Company the costs of packaging and delivering the goods in addition to the purchase price. 

2.4               If the Customer fails to accept delivery of the Goods the Company shall be entitled without prejudice to any other rights it may have to store the Goods at the cost and risk of the Customer. 

2.5               The Company will at its option either repair, replace free of charge or credit goods lost or damaged in transit to the UK Customer, or British port for an export Customer, provided that the Customer notifies the Company within a reasonable time of such loss or damage. 

2.6                The Customer must notify the Company of any discrepancies between the dispatch note and the delivered goods within 7 days of delivery, failure to do so will invalidate any Customer claim relating to incorrect invoicing by the Company.

2.7               Deliveries of up to 5 per cent above or below those specified shall be accepted by the Customer as conforming to the contract and the price shall be adjusted accordingly.

INSTALMENTS

3.1               The Company shall be entitled to deliver the Goods by one or more instalments and in that event, each such instalment shall be invoiced and paid for separately. 

3.2               Where the Goods are delivered to the Customer by instalments or over a period and the Customer has failed to pay on its due date any invoice for Goods already delivered the Company shall be entitled (without prejudice to any other rights it may have) to suspend delivery of further instalments or Goods until all amounts outstanding to the Company from the Customer shall have been paid or to terminate the contract about Goods not yet delivered. 

PRICES

4.1               The Company reserves the right to vary any prices quoted for goods to take account of any variations in cost, including, but not by way of limitation, cost of materials, manufacture, labour, transport and any new or increased taxes, duties or other imposts. 

4.2               Where an exchange rate is included in a quotation or acknowledgement the price quoted is directly related to that exchange rate and any change in the rate between the time of acknowledgement or quotation and delivery will be included at the time of invoice where the size of such change in the exchange rate is greater than 1%. 

4.3               Prices quoted are net ex works for UK trade and FOB British port for export trade and exclusive of delivery and VAT and only apply to the total quantities and delivery dates and rates specified 

PAYMENT AND INTEREST

5.1               The Goods (and any instalment in the case of delivery by instalments) shall be paid for within thirty days of the date of the relevant invoice, or contract terms agreed in writing before commencement of the contract. 

5.2               The prompt payment of the Company’s accounts is a condition precedent of further deliveries and (without prejudice to any other remedies the Company may have in respect of overdue payments) the Company reserves the right to charge interest (as well after as before any judgment) at the rate of 4% per annum above National Westminster Bank Plc base rate for the time being in force on all sums overdue for payment by the Customer hereunder. 

 5.3             Administration costs and charges will be incurred where apolitical and added to the outstanding payments.

TITLE TO THE GOODS

6.1               The Goods shall remain the sole and absolute property of the Company as legal and equitable owner until all amounts owing to the Company by the Customer on any account whatsoever have been paid to the Company in full.

6.2               So long as the goods remain the Company’s property the Customer shall, if the Company so requires, keep the goods separately stored and/or marked at the Customer’s expense to be identifiable as the Company’s property.

6.3               If the goods are mixed with, or incorporated or processed by the Customer into other articles, such articles shall be separately stored and marked to be identifiable as being made from or with the Company’s goods and shall thereupon become the Company’s property until such payment as aforesaid has been made. 

6.4               The Company may at any time recover and resell the Goods (if in the Customer’s possession and if the Goods have not been mixed with, or incorporated or processed by the Customer into other articles) if payment, therefore, is overdue and for this purpose, the Company’s employees or agents may enter upon the Customer’s or other premises upon which the Goods are situated. The Company may exercise the like rights of recovery resale and entry so long as any payment owed by the Customer on any account is overdue. 

6.5               The risk of loss of or damage to the goods shall pass to the Customer (in the case of a UK Customer) on delivery to the place of delivery as specified in sub-clause 2.1 hereof or (in the case of a non-UK Customer) on delivery to the appropriate British port (or, in the case of the articles referred to in paragraph 6.3 hereof, shall be that of the Customer at all times after they come into being). 

6.6               The Customer shall ensure that the Goods do not become subject to any charge, lien or encumbrance, but the Customer may resell the goods to third parties in the normal course of business and the proceeds of any such resale shall belong to the Company to the extent that any payments referred to in paragraph 6.1 hereof remaining owing by the Customer, and the Customer shall be under a fiduciary duty to account to the Company for such proceeds. The Customer shall pay all such proceeds of the sale into a separate trust account pending accounting to the Company, therefore. 

6.7               The Customer shall not be deemed to be the Company’s agent for any purpose and (without prejudice to sub-clause 12. 1 hereof ) shall indemnify the Company against any liability that the Company may incur to third parties (whether in contract, tort or otherwise, and including all the Company’s expenses attributable thereto) in connection with the Goods, other than liability which would have arisen if the preceding paragraphs of this condition had not formed part of the contract of sale. 

WARRANTY AGAINST DEFECTS

7.1               Any goods which are of defective manufacture or which fail to attain any expressly guaranteed performance rating (subject to any specified tolerances) will be replaced or repaired free of charge, or credit will be given in respect of such Goods, at the Company’s option, provided that: 

7.1.1              Such defect or failure is required to be notified to the Company in writing within 30 days after the defect or failure shall have come to the notice of the Customer, or within 30 days after delivery in the case of any defect or failure which would have been apparent to the Customer if the Goods were inspected by the Customer on delivery (which inspection the Customer undertakes to make), and any Goods in respect of which no such notification is given to the Company shall be deemed to be in all respects by the contract and the Customer shall be bound to accept and pay for the same accordingly; 

7.1.2              In respect of Goods or parts not of the Company’s manufacture the Company’s responsibility shall be limited to any benefits which the Company may receive under any guarantee given by the supplier of such Goods or parts; 

7.1.3              The Customer if so requested shall return the Goods carriage paid to the Company’s works together with sufficient details in writing to enable the Goods and the alleged defect or failure to be identified; 

7.1.4              If the claim is not accepted the Company will so notify the Customer and hold the Goods for 14 days for the Customer’s instructions, failing receipt of which the Company shall then be entitled to dispose of the Goods or store them at the Customer’s expense without incurring any liability to the Customer; 

7.1.5              Repairs, alterations or modifications have not been made or attempted by anyone other than the Company; 

7.1.6              The Goods have not been subjected to misuse, negligence or other accident. 

LIABILITY

8.1               The Company’s liability in terms of these Conditions is in lieu and to the exclusion of all other warranties, conditions or obligations imposed or implied by statute or otherwise about the quality or description of the Goods or their fitness for any particular purpose, and all liability for any indirect or consequential loss (howsoever arising) is hereby expressly excluded. 

DRAWINGS, ETC

9.1               Unless otherwise specified in the Company’s quotation all specifications, drawings and particulars of weights and dimensions submitted therewith are approximate only, and the descriptions and illustrations contained in the Company’s advertisement matter are intended to present a general idea of the services described therein, and none of these shall form part of the contract. All specifications, drawings and technical descriptions not supplied by the customer or submitted with or in connection with the Company’s quotation are the copyright of the Company. All such copyright material, and all information and “know-how” whenever supplied, shall at all times be treated by the Customer as confidential and shall not without the Company’s written consent be used by the Customer except for purposes of the operation of the equipment supplied thereunder, nor shall they without like consent be communicated to third parties are in so far as may be necessary for such operation. 

CUSTOMER-SUPPLIED ITEMS

10.1              Items to be supplied by the Customer must conform to specifications approved by the Company and be delivered as and when required in quantities sufficient to cover the production of the Goods, and the Customer shall indemnify the Company against any loss which the Company may suffer whether wholly or partially because the Customer fails to supply any such item by this Clause.

TOOLING

11.1              Unless otherwise agreed in writing signed by both parties the Company shall retain full title and possession of all moulds and tooling of any kind (including but not limited to masks, screens, tapes, software programs, mechanical jig s and fixtures, etc) used in the production of products furnished hereunder. 

INDUSTRIAL PROPERTY

12.1              The Customer shall not claim ownership of any patents, trademarks, trade names, copyrights or designs about the Goods and shall not take any action which might infringe any patents, trademark, trade name, copyright design or another form of protection for any invention discovery improvement design mark or logo about the Goods and the Customer shall indemnify the Company and keep it indemnified from and against all costs claims liabilities proceedings damages and expenses arising directly or indirectly as a result of any breach of the foregoing obligation by the Customer. 

12.2              The Customer shall notify the Company immediately of any infringement or apparent or threatened infringement of or any actions claims or demands about any patent trademark trade name copyright design or another form of protection for any invention discovery improvement design mark or logo about the Goods and the Customer shall provide the Company at the Company’s expense with all assistance which the Company may reasonably require in connection therewith including but not limited to the prosecution of any actions which the Company may deem necessary for the protection of any rights about the Goods and if so requested by the Company about any claim or action brought against the Customer shall authorise the conduct of the same and all negotiations for the settlement of the same by the Company.

12.3              The Customer shall indemnify the Company against all claims for infringement or alleged infringement of third parties patent or other industrial property rights, and all costs and expenses incurred in connection therewith, arising from the execution of the Customer’s order.

CANCELLATION BY THE CUSTOMER

13.1              The Customer may cancel or vary any contract only with the prior written consent of the Company and in the event of such cancellation or variation, the Customer shall indemnify the Company against any loss of profit and any other costs and expenses of any kind which the Company may have reasonably incurred in connection with such contract. 

INDEMNITY FOR THIRD PARTY CLAIMS

14.1              The Customer shall indemnify the Company against all claims for personal injury, loss or damage to property brought against the Company by third parties arising from the use of the Goods unless such injury, loss or damage is solely attributable to the negligence of the Company, its employees or agents. 

FORCE MAJEURE

15.1              The Company shall not be liable to the Customer or incur any penalties for the failure to perform or for the delay in the performance of any of its obligations hereunder where such failure or delay is due wholly or in part directly or indirectly to causes beyond its reasonable control including but not by way of limitation the failure of a third party to manufacture the Goods or deliver them to the Company.

15.2              The Customer shall not be entitled to avoid any liability to the Company for the Customer’s failure to perform or for any delay in the performance of any of the Customer’s obligations hereunder whether by attributing such failure or delay wholly or in part directly or indirectly to causes beyond the Customer’s reasonable control or otherwise and the Customer shall indemnify the Company against any liability arising directly or indirectly from such attempted attribution including any professional costs incurred in advising or assisting the Company about the same.

TERMINATION BY THE COMPANY

16.1              If the Customer makes default in or commits any breach of any of the Customer’s obligations, or if the Company after using all reasonable endeavors is unable to design the Goods or to procure their manufacture, or if the Company after using all reasonable endeavors does not obtain satisfactory credit and trade references within thirty days of the Company’s acceptance of the Customer’s order, or if any distress or execution is levied upon the Customer, the Customer’s property or assets, or if the Customer makes or offers to make any arrangement or composition with his creditors or commits any act of bankruptcy, or if any petition or receiving order in bankruptcy is presented or made against the Customer, or, if the Customer is a limited company, if any resolution or petition to wind up such company’s business is passed or presented otherwise than for reconstruct ion or amalgamation or if a receiver of such company’s undertaking property or assets or any part thereof is appointed, the Company shall (without prejudice to any claim or right the Company might otherwise make or exercise) have the right to determine the contract forthwith and without further notice and the Customer shall thereupon indemnify the Company against all costs and expenses reasonably incurred by the Company in connection with the Customer’s order.