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MultiNet Services Ltd ("the Seller")
1. Applicability
1.1 These Conditions alone shall govern and be incorporated
in every contract, whether written or oral, for the sale of
goods and services made by or on behalf of the Seller with
any customer ("the Buyer"). They shall apply in
place of and prevail over any terms or conditions (whether
or not in conflict or inconsistent with these Conditions)
contained or referred to in any documentation submitted by
the Buyer or in correspondence or elsewhere or implied by
trade custom, practice or course of dealing unless specifically
excluded or varied in writing by a director or other authorised
representative of the Seller.
1.2 Purchase Orders placed on behalf of the Buyer by a member
of the Buyer’s staff or the Buyer’s authorised representative
are non-cancellable, other than with the written agreement
of a MultiNet Services Director. If a customer believes that
the items, quantities and prices any Sales Order Confirmation
sent by MultiNet Services are not as specified on their Purchase
Order written notification indicating the errors must be received
by MultiNet Services within 5 days of receipt of the Sales
Order Confirmation.
1.3 Acceptance by the Buyer of delivery of the goods and services
shall (without prejudice to any other manner in which acceptance
of these Conditions may be evidenced) be deemed to constitute
unqualified acceptance of these Conditions. 2.
Prices
2.1 Unless otherwise specified, VAT and any other tax or
duties payable by the Buyer and delivery charges shall be
added to the price.
3. Payment
Standard terms are payment prior to shipment of goods.
3.1 Payment of invoices will unless otherwise agreed in writing
be made in full without any deduction or set-off within 30
days of the date of invoice.
3.2 Time of payment shall be of the essence in all contracts
between the Buyer and the Seller to which these Conditions
apply.
3.3 The Seller reserves the right to suspend the provision
of goods and services to the Buyer where either any amounts
are overdue under any contract with the Buyer until all such
amounts have been paid or the Buyer has exceeded any agreed
extension of credit.
3.4 Interest will be payable on overdue accounts at the rate
of 8% over the Barclays Bank PLC base rate from time to time
to run from the due date for payment until receipt by the
Seller of the full amount whether before or after judgement.
3.5 All Bank charges incurred in transmitting payments to
us to be paid by you the Customer.
4. Returns
4.1 Returns will only be accepted with shipment costs to the
Seller prepaid by the Buyer and in the following situations:
a) Shipping or order processing error by MultiNet Services.
b) Defective products
4.2 Any non-conforming goods should be reported to the Seller
within 7 days of receipt. All goods will be deemed to have
been accepted by the Customer if notification to the contrary
is not received within this period. Returns must be pre-approved
in advance by the Seller and must be returned with a Returns
Materials Authorisation (RMA) number issued by the Seller.
Returns without an RMA number will be refused.
4.3 Where Products have been returned to the Seller with an
RMA number, the credit given will be based on the original
invoice number and total amount.
4.4 A re-stocking charge of 20% of the original invoice value
will be made against any credit issued for returned goods
which are not subject to Clause 4.1
5. Delivery
5.1 Delivery or despatch dates mentioned in any quotation,
order acceptance form or elsewhere are approximate only and
not of any contractual effect and the Seller shall not be
under any liability to the Buyer in respect of any failure
to deliver on any particular date or dates. Time for delivery
shall not be of the essence of any contract to which these
Conditions apply and shall not be made so by the service of
any notice.
5.2 Delivery shall be at the Buyer's premises unless otherwise
stipulated or agreed by the Seller. The Seller will make an
additional charge for delivery other than at its premises.
Unless agreed in writing the Buyer shall inspect the goods
and services immediately on their arrival at the Buyer's premises.
5.3 If the Buyer refuses or fails to take delivery of goods
and services tendered in accordance with the contract or fails
to take any action necessary on its part for delivery of the
goods and services, the Seller shall be entitled to immediate
payment in full and to terminate the contract with immediate
effect. The Seller shall also be entitled to dispose of the
goods and services as the Seller may determine and to recover
from the Buyer any loss and additional costs incurred as a
result of such refusal or failure (including without limitation
storage costs from the due date of delivery).
5.4 Unless otherwise expressly agreed the Seller may effect
delivery in one or more instalments. Where delivery is effected
by instalments each instalment shall be treated as a separate
contract governed by these Conditions.
5.5 Section 32(2) of the Sale of Goods and Services Act 1979
shall not apply. The Seller shall not be required to give
the Buyer the notice specified in Section 32(3) of that Act.
6. Risk
Subject where appropriate to Condition 5, risk in the goods
and services shall pass on delivery.
7. Title
7.1 The goods and services shall remain the Seller's property
until the Buyer has paid both their price and any other sums
due from the Buyer to the Seller.
7.2 The Buyer's right to possession of the goods and services
shall cease if;
7.2.1 The Buyer has not paid for the goods and services in
full by the expiry of any credit period allowed by the contract;
or
7.2.2 The Buyer is declared bankrupt or makes any proposal
to his creditors for a composition or other voluntary arrangement;
or
7.2.3 A receiver, liquidator or administrator is appointed
in respect of the Buyer's business.
7.3 On cessation of the Buyer's right to possession of the
goods and services in accordance with this Condition the Buyer
shall at his own expense make the goods and services available
to the Seller and allow the Seller to repossess them.
7.4 The Buyer hereby grants the Seller, his agents and his
employees an irrevocable licence to enter during normal business
hours any premises where the goods and services are stored
in order to repossess them. This right shall continue to subsist
notwithstanding the termination of the contract for any reason
and is without prejudice to any accrued rights of the Seller
under it.
7.5 Notwithstanding the provisions of this Condition, the
Seller may bring an action for the price due under this contract
at any time after the price has become payable under this
contract.
8. Third Party Rights
8.1 In respect of international supply contracts (as defined
by section 26 of the unfair contract terms Act 1977) only, the
seller shall have no liability to the buyer in the event of
goods and services infringing or being alleged to infringe the
rights of any third party. If an allegation of infringement
is made in respect of the goods and services or if in the Seller's
reasonable opinion such an allegation is likely to be made,
the Seller may at its option and at its own expense:
(a) modify or replace the goods and services without detracting
from overall performance thereof, so as to avoid the infringement;
or
(b) procure for the Buyer the right to continue to use the goods
and services; or
(c) repurchase the goods and services at the price paid by the
Buyer less depreciation at such rate as is applied by the Seller
to its own equipment.
8.2 The Buyer shall notify the Seller forthwith of any claim
made or action brought or threatened alleging infringement of
the rights of any third party. The Seller shall have control
over and shall conduct any such proceedings in such manner as
it shall determine. The Buyer shall provide all such reasonable
assistance as the Seller may request. The cost of any such proceedings
shall be borne by the Seller in such proportions as the parties
shall determine.
9. Specifications and Information
9.1 Unless expressly agreed in writing by the Seller all drawings,
designs, specifications and particulars of dimensions submitted
by the Seller are approximate only and the Seller shall not
be liable in respect of any deviations.
10. Liability
10.1 The Seller warrants that for a period of 6 months (or 3
years if maintenance is purchased) the goods and services will
conform with their product description, that they will be of
merchantable quality and that they will be fit for their purpose.
The Seller may alter any product from time to time at its discretion.
No representation or warranty is given that the goods and services
are, or will be, identical to goods and services which may have
been sold previously to the Buyer. Nothing in these Terms and
Conditions shall constitute or create the relationship of principal
and agent, employer and employee or of a partnership between
the parties. Neither party shall have the authority to bind
the other for any purpose.
10.2 The Seller shall not be liable to the Buyer:-
10.2.1 for non-delivery unless a written claim is received by
the Seller within 7 days from the date of the Seller's invoice
10.2.2 for damage to or loss of the goods and services or any
part of them in transit (where the goods and services are carried
by the Seller's own transport or by a carrier on behalf of the
Seller) unless the Buyer shall notify the Seller of any such
claim within 7 days of receipt of the goods and services or
the scheduled date of delivery whichever shall be the earlier
10.2.3 for defects in the goods and services caused by fair
wear and tear, abnormal or unsuitable conditions of storage
or use or any act, neglect or default of the buyer or of any
third party;
10.3 Where liability is accepted by the Seller the Seller's
only obligation shall be to refund the cost of such goods and
services to the Buyer.
10.4 The Seller's aggregate liability to the Buyer whether for
negligence, breach of contract, misrepresentation or otherwise
shall in no circumstance exceed the cost of the defective, damaged
or undelivered goods and services which give rise to such liability
as determined by net price invoiced to the Buyer in respect
of any occurrence or series of occurrences.
10.5 Subject to this Condition:
10.5.1 All conditions warranties and representations expressed
or implied by statute, common law or otherwise in relation to
the goods and services are hereby excluded;
10.5.2 The Seller shall be under no liability to the Buyer for
any loss damage or injury, direct or indirect, resulting from
defects in design, materials or workmanship or otherwise howsoever
arising (and whether or not caused by the negligence of the
Seller its employees or agents) other than liability for death
or personal injury resulting from the Seller's negligence;
10.5.3 The Seller shall have no liability for any indirect or
consequential losses or expenses suffered by the Buyer, howsoever
caused, and including without limitation loss of anticipated
profits, goodwill, reputation, business receipts or contracts,
or losses or expenses resulting from third party claims.
10.5.4 In respect of consumer transactions only (as defined
by The Consumer Transactions (Restrictions on Statements) Order
1976 as amended) nothing in these Conditions shall affect the
statutory rights of any consumer.
11. Licences and Consents
If any licence or consent of any government or other authority
shall be required for the acquisition, carriage or use of the
goods and services by the Buyer, the Buyer shall obtain the
same at its own expense and if necessary produce evidence of
the same to the Seller on demand. Failure to do so shall not
entitle the Buyer to withhold or delay payment of the price.
The Buyer shall be responsible for any additional expenses or
charges incurred by the Seller resulting from such failure.
12. Force Majeure
12.1 The Seller shall not be liable to the Buyer for any loss
or damage which may be suffered by the Buyer as a direct or
indirect result of the supply of goods and services by the Seller
being prevented, hindered, delayed or rendered uneconomic by
reason of circumstances or events beyond the Seller's reasonable
control including but not limited to an Act of God, war, riot,
strike, lockout, trade dispute or labour disturbance, accident,
breakdown of plant machinery, fire, flood, storm, difficulty
or increased expense in obtaining workmen, materials or transport
or other circumstances affecting the supply of the goods and
services or of raw materials by the Seller's normal source of
supply or the manufacture of the goods and services by the Seller's
normal means or the delivery of the goods and services by the
Seller's normal route or means of delivery.
12.2 If due to such circumstances the Seller has insufficient
stocks to meet all its commitments, the Seller may apportion
available stocks between its customers at its sole discretion.
13. Assignment
None of the rights or obligations of the Buyer under these Conditions
may be assigned or transferred in whole or in part without the
prior written consent of the Seller.
14. Lien
The Seller shall be entitled to a general lien on all goods
and services and property owned by the Buyer in the Seller's
possession (although the Buyer may have paid for the same in
full) in satisfaction of the whole or part as the case may be
of the unpaid price of any goods and services sold and delivered
to the Buyer under any contract. The Seller shall be entitled
to offset any sum or sums owing to it from the Buyer against
any sums owed to the Buyer by the Seller.]
15. Headings
The headings of these Conditions do not form part of the Conditions
and shall not affect their interpretation.
16. Severability
If any of these Conditions is held to be invalid, illegal or
unenforceable in any respect whether in whole or in part such
invalidity, illegality or unenforceability shall not prejudice
the effectiveness of the rest of these Conditions or the remainder
of any part of a Condition affected.
17. Waiver
Failure by the Seller to exercise or enforce any rights under
any contract subject to these Conditions shall not be deemed
to be a waiver of any such right nor operate so as to bar the
exercise or enforcement of such right at any time thereafter.
18. Notices
Any notice hereunder shall be in writing and be deemed to have
been duly given if delivered personally or sent by prepaid first
class post (airmail if to an address outside the United Kingdom)
telex or telefax to the party concerned at its last known address.
Notices delivered personally shall be deemed to have been given
when delivered, notice sent by first class post shall be deemed
to have been given seven days after despatch (fourteen days
if given by airmail) and notices sent by telex or telefax shall
be deemed to have been given on the date of despatch.
19. Governing Law
The law applicable to the contract shall be English Law and
the parties favour and submit to the jurisdiction of the English
courts.
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Copyright
2004 to 2007 MultiNet Services Ltd. All rights Reserved.