Matara UK Ltd- General Conditions of sales
In these conditions of sales, shall mean Matara UK Ltd, registered number 3102956. The buyer shall mean the firm or company purchasing goods or services pursuant to the contract” the goods” mean the items supplied or to be supplied by the company to the pursuant to such an agreement.
Every contract of sale and every contract to install or service our goods, whether made by direct order or by your acceptance of a quotation, is subject to these conditions. All other conditions and warranties whether implied by statute, common law or trade usage, or expressed by you, are hereby excluded with the exception of conditions expressly accepted by us in writing and conditions and other terms. The exclusion of which is prohibited by law.
The company reserves the right to make a minimum charge per order or item.
“Scheduled” and “As called for” Orders
The acceptance of a scheduled order (i.e. one calling for delivery spread over specified period) does not limit the customer’s liability to pay for the whole order unless otherwise agreed in writing the maximum period for which the company will hold goods on scheduled basis is twelve months.
Orders received on an “as called for” or “to be scheduled” basis may also be spread over a maximum of twelve months if the company considers that the quantity of goods ordered is in its discretion, Sufficiently large and monthly deliveries to the customers have been agreed. The company will advise of its proposed action on its written acknowledgements.
If the customer makes default in payment in respect of one delivery under an agreement for more than one delivery then the company may at its option treat that payment as a balance sue under a separate contract in respect of the delivery and claim damages and interest pursuant to Clause 6 ii accordingly.
3. Price increase
(a) Unless otherwise specified by the company in writing, all quotations and prices are net ex works and exclude value added tax, delivery charge, packing material, and insurance. (b) If after the date of the contract but before the date of delivery, the cost of the company of any labour or materials has increased (Including any such increases resulting from a movement in currency exchange rates) the company shall be entitled to make a corresponding increase in the contract price(s) PROVIDED THAT, if required to do so in writing by the customer it furnishes reasonable evidence to the customer of such increase in the cost to itself. (c) Prices quoted are exclusive of packing, which shall be charged at cost, the buyer shall not return any packing materials. (d) Whilst the company will use its reasonable evidence to meet any delivery date requested by the buyer time for delivery shall not be the essence of this contract and the company will not be liable under any circumstances for failure to meet a specified delivery date or to deliver within reasonable length of time. (e) No order which has been accepted by the company may be cancelled by the buyer expect with the agreement in writing of the company and on terms that the buyer shall indemnify the company in full against all loss (including loss of profit) costs (including the cost of all labour and materials used) damages. Charges and expenses incurred by the company as a result of cancellation.
Delivery of the goods shall be deemed to take place:- (a) When the goods are collected by the buyer or its agents from the works or warehouse of the company or (b) If the goods are transported by the company or its agent, when the goods are physically delivered to the buyer’s place of business or such other place as the buyer may reasonably nominate, dates given for delivery are approximate and the company shall not be liable for the delay in delivery how ever caused.
If the buyer fails to take delivery of the goods or fails to give the company adequate delivery instructions (otherwise than by reason of any cause beyond the buyers reasonable control or by reason of the company’s fault) then without prejudice to any other right or remedy available to the company, the company may: (a) Store until the goods actual delivery and charge the buyers for reasonable cost (including insurance) of storage or (b) Sell the goods at the best price readily obtaining and (after deducting all reasonable storage and selling expenses) charge the buyer for any shortfall below the price the buyer should have paid.
Risk in the goods shall pass to the buyer on delivery. Not with standing delivery and the passing of risk in the goods, the property in the goods shall not pass to the buyer until the company has received in cash or cleared funds payments in the full of the price of goods and any other goods agreed to be sold by the company to the buyer for which payment then due. Until such time as the property in the goods passes to the buyer (and provided the goods are still in existence and have not been resold) the company shall be entitled at any time to require the buyer to deliver up the goods to the company and if the buyer fails to do so for with to enter upon any premises of the buyer or any third party where the goods are stored and repossess the goods.
6. Payment terms
(a) If the company does not have an account with the company payment must be made in full (including value added tax, delivery charges, packing materials and insurance) immediately upon the company’s acceptance of the customer’s order- (b) If the customer does have an account with the company payment must be made by full (including value and added tax delivery charge packing materials and insurance) within twenty eight days of the date of the company’s invoice in respect of the same.
(c) If the buyer fails to make any payment on the due date then without prejudice to any other right or remedy available to the company, the company shall be untilled to: (i) Cancel the contract or suspend any further deliveries to the buyer (ii) Charge the buyer interest (both before and after any judgement) on the amount unpaid at the rate of 4 % annum above Lloyds Bank Plc base rate from time to time, until payment in full is paid. (d) Until the goods have been paid for in full or sold pursuant to the preceding conditions the buyer shall take proper care of the goods and take all reasonable steps to prevent any damage, here to or deterioration there of and shall allow the company to inspect them whenever the company so require and the company shall keep the goods free from any charge, lien or other encumbrance and store the goods in such a way as to show clearly that they belong to the company and shall provide to the company such information as to the goods or the where about as the company may from time to time require.
(e) Payment shall become due upon the happening of any of the following even if such occurs within 28 days from the date of the invoice (i) Any notice to the buyer that receiver or manager is to be or has been appointed over the assets or affairs of the buyers or the appointment of any such receiver or manager which ever is the earlier.
(ii)Any notice to the buyer that a petition to wind up the buyer will be or has been presented or the making of or receipt of any notice proposing a resolution to wind up the buyer (save for the purpose of reconstruction or amalgamation) (iii) Any decision by the buyer that it intends to make an arrangement with its creditors (iv) Any act of bankruptcy as defined by section 1 or the bankruptcy act 1914 0r (v) Any other event, act or proceeding in which the buyer’s solvency is involved
Any claim by a buyer which is based on any defect in the quality or conditions of the goods or their failure to correspond with specification shall (whether or not delivery is refused by the buyer) be notified to the company within seven days from the day or delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused and the buyer does not notify the company accordingly, the buyer shall not be entitled to reject the goods and the company shall have no liability for such defect or failure and the buyer shall be bound to pay the price as if the goods had been delivered in accordance with the contract.
8. Warranties and Exclusion of Liability
If and to the extent permitted by law no warranty, condition or other term, express or implied, statuary or otherwise shall apply unless and expect to the extent expressly contained in these conditions. The company shall have no liability for any consequential loss or damage including (but without limitation) business interruption or loss of profits and the buyer acknowledgement that it should maintain a suitable insurance policy in respect of those risks.
Any liability to which the company might otherwise become subject shall be limited to the price paid by the buyer for such of the goods as give rise to the claim. The buyer shall be solely responsible for deciding whether the goods are suitable for the particular purpose for which they are required. The company undertakes to remedy subject to the next paragraph any defects resulting from faulty design, materials or workmanship, where such materials have been supplied by the company of the design or workmanship of the responsibility of the company. The company shall at its discretion replace or repair any defective part of the goods if details of the defects are given to the company in writing within six month (of the date of delivery) this is based on the assumption that the goods will be used for no more than eight hours per day but shall be reduced to three months (of date of delivery) if the goods are used on a regular bases for more than eight hours per day. The warranty shall not apply to:
(a) Damage or defects resulting from improper or inadequate care of the maintenance of the goods
(b) Damage or defects resulting from attempts other than by the company to install, repair or service the goods or
(c) Damage or defects resulting from improper use of the goods or from use of the goods with incompatible equipment or supplies.
(d) Any defects in the goods a rising from any drawing, design or specification supplied by the buyer
The company shall be under no liability under the above warranty (or any other warranty, conditions or guarantee) if the total price of the goods has not been paid by the due date for payment.
9. Force Majeure
The company shall be under no liability to the buyer in the event that the company’s performance of the contract is affected or partially by any restricted imposed by the government or other competent authority, strikes, lock outs, a failure in the company anticipated suppliers or raw materials or by any other cause what’s so ever which is beyond the company’s reasonable controls.
The buyer under takes to indemnify the company against all expenses, loss or damage suffered by the company as a result of claims for false trade description, claims for infringements or patents, trade marks, registered or copyright arising out of any work done by the company’s in accordance with the buyers instruction.
11. Law & Jurisdiction
The construction, validity & performance of this contract & matters pertaining there to governed in all respects by English law. The English high court of justice shall have jurisdiction to entertain any action brought in connection with the contract or matters pertaining there to and shall accept services by pre-paid registered letter of any writ or summons in any such action at your principle place of business not with standing that it may be outside the jurisdiction of the English court.