MCH ELECTRICAL SYSTEMS LTD
CONDITIONS OF TRADING
The acceptance of our quotation,by you includes the acceptance of the following terms and conditions and we will not accept any order which is placed on conflicting terms and conditions,and a contract will only be formed when we accept your business in writing by sending you an acknowledgement.
We reserve the right to withdraw any quotation which is made before it is accepted but subject to that right our quotation is only open for acceptance for the period stated therein or,where no period is specified,within 30days of the date of the quotation.
Your acceptance of our quotation will be acknowledged by an acknowledgement form and no contract will exist until such acknowledgement form is despatched by us.Acceptance by you of our quotation must be accompanied by sufficient information to enable us to proceed with the business forthwith otherwise we reserve the right to alter the prices quoted to cover any increase in cost which has taken place after acceptance. Any samples which we supply to you and which are not returned to our premises within one month from the date of receipt of them by you shall be paid for by you in full.
4.LIMITS OF CONTRACT.
Our quotation only includes such goods,accessories,materials,work,delivery and packaging as are specified therein and any goods,accessories and packaging supplied in additon,or work done in addition will be paid for by you in addition to the contract price upon demand.
All specifications,drawings,and particulars of weights and dimensions contained in our quotation are approximate only.The descriptions and illustrations contained in our catalogues,price lists and other advertising material are intended merely to represent a general idea of the goods described therein and no such specifications,drawings,particulars,dimensions,catalogues,price lists or other advertisement material shall form part of the contract.
6.INSPECTION AND TESTS.
All products manufactured to your instructions are carefully inspected and where practicable submitted to our standard tests at our premises before despatch.If you require tests other than those specified in our quotation,or tests in your presence or in the presence of your representatives we shall charge for such tests in addition to the price set out in our quotation.In the event that you require tests in the presence of yourselves or your representatives,or if you should require to carry out any inspection of the products manufactured by us then in the event of any delay on your part in attending such tests or in carrying out such inspection after we have given you 7 days notice that we are ready for such tests or inspection,the tests will proceed in your absence,shall be deemed to have been made in your presence,and you will be bound by the results thereof,and any such inspections shall be deemed to have been carried out satisfactorily by you.
No performance figures contained in our quotation shall be binding upon us and we shall accept no liability for failure to attain any performance figures contained in our quotation unless we have therein specifically contracted to meet such performance figures subject to any tolerances specified.If however any performance figures obtained by any test provided for in the quotation are outside the acceptance limits specified as above you will be entitled to reject the goods by giving notice in writing to us within 14days of the completion of those tests.Before you become entitled to reject goods as set out above we shall have been given 21days to rectify the goods but if such rectification is not possible and you become entitled to reject the goods we will repay to you any sum paid by you to us on account of the price agreed,and that will be the limit of our liability arising from any failure to attain any performance figures.
8.Any times for despatch or delivery,referred to in our quotation commence from the date on which our acknowledgement is despatched to you or from the date if later on which we receive all . necessary information and drawings to enable us to put the work in hand.Any time for despatch or delivery referred to in our quotation shall be extended by a reasonable period if such delay in despatch or delivery is caused by lack of instructions from you,industrial dispute,or any cause beyond our control or by instructions by you not to despatch or deliver.Any time quoted for despatch or delivery is an estimate only and we shall not be responsible for any loss suffered by you as a result of failing to despatch or deliver within the time estimated.
In the event that,after your instructions have been acknowledged,you vary the specification or quantity of the goods we shall be entitled to increase the price set out in our quotation,and shall notify you of that price increase,which notification shall be binding on you.In the event that by reason of lack of instruction from you work upon the goods must be suspended,or cannot be completed,we shall be entitled to recover from you the full contract price for the goods as if the business had been completed and the goods despatched by us.If the cost to us of our performing our obligations under this contract shall be increased or reduced by reason of the making or amendment after the date of our quotation of any law or of any order regulation or bye-law having the force of law that shall affect the performance of our obligations under the contract the amount by which the cost to us of any increase,or the amount by which the cost to us of the reduction of our obligation shall be added to or deducted from the contract price as the case may be and shall be paid by you.
10.Unless otherwise stated in our quotation the price quoted includes delivery to the address stated by any method of transport at our absolute option.Unless our quotation specifies otherwise we shall not be responsible for offloading our goods at the delivery address.Where our quotation includes a price stated to “ex works” you will collect the goods from our premises and will be responsible for the loading of the goods onto your transport.
11.LOSS OR DAMAGE IN TRANSIT.
Where our quotation includes for delivery other than at our premises then we will repair or at our option replace free of charge any goods lost or damaged in transit provided that we are given written notification by you of such loss or damage within 48hours of the date of delivery,or where delivery is made by our own transport within 48hours after delivery to you.
12.TERMS OF PAYMENT AND TRANSFER OR TITLE.
Unless otherwise agreed in writing by us,payment in full shall be due from you for all goods manufactured on the terms specified in our quotation.Until payment for the goods is made by you in full the goods shall remain our property and,in the event that the goods are delivered to your premises or to any other premises,in advance of payment being made by you such goods shall remain our property and we shall be entitled at any time until payment is made by you in full to remove those goods from your premises or wheresoever they are situate,without liability for any loss or damage suffered by you or by anyone else as a result. The Company, at its discretion reserves the right to charge interest on accounts outstanding beyond the time specified in this condition. The rate of interest shall be 2% per annum over HSBC base lending rate from time to time in force. The Company can exercise this right in addition to any other rights it may have in respect of the goods or non-payment.
We shall notify you when the goods are ready for despatch and you shall take delivery therof,or arrange for storage,within 14days after the date of notification.In the event of you failing to take delivery or arrange for storage we shall be entitled to arrange storage,on your behalf,either at our own works or elsewhere and shall be entitled to charge for such storage or to recover from you all charges for storage,for insurance or for demurrage which are incurred as a result.
We will make good,by repair or the supply of replacement goods,any defects which,under proper use,appear in the goods within a period of 12 calendar months after the goods have been delivered to you and which arise solely from faulty design(other than a design made,furnished or specified by you),materials or workmanship,provided always that any such defective parts have been returned to us at your expense if we shall have so required.Our liability under this clause shall be in lieu of any warranty or condition implied by law as to the quality or fitness for any particular purpose of the goods and save as provided in this clause we shall not be under any liability,whether in contract,tort or otherwise,in respect of defects in goods delivered or for any injury(other than any personal injury caused by our negligence as defined in Section 1 of the Unfair Contract Terms Act 1977),damage or loss resulting from such defects or from any work done in connection therewith.Upon the expiration of the said period of 12 months we shall be under no obligation or liability to you either under the contract or in tort(including but not limited to negligence).
We will indemnify you against any claim for infringement of letters patent,registered design,trademark or copyright which are published at or before the date upon which we send to you our acknowledgement,by the use or sale of any article or materials supplied by us to you and against all costs and damages which you may incur in any action for such infringement or for which you may become liable in any such action. However this indemnity shall not apply to any infringement which is due to our having followed a design or instruction furnished or given by you or to the use of such article or material in a manner or for a purpose or in a foreign country not specified by or disclosed to us or to any infringement which is due to the use of such article or material in association or combination with any other article or material not supplied by us. This indemnity is conditional on you giving to us,within 7days, of you receiving notice in writing of any claim being made or action threatened or brought against you, and on your permitting us at our own expense to conduct any litigation that may ensue and all negoiations for a settlement of the claim. Acceptance of our quotation includes a warranty on your part that any design or instruction furnished or given by you shall not be such as will cause us to infringe any letters patent,registered design,trademark or copyright in the execution of your business.
16.LIMITATION OF CONTRACTORS LIABILITY WHILST ON SITE.
If we,our agents or subcontractors are on site for the purposes of the contract then not withstanding the provisions of clause 15 hereof we will indemnify you against any direct damage or injury to your property or person or that of others occurring while we are working on site to the extent caused by the negligence of ourselves,our subcontractors or agent,but not otherwise, by making good such damage to property or compensating personal injury,providing that
- a) our total liability for the damage to your property(including damage caused by our breach of contract,tort or breach of statutory duty)shall not exceed £1,000,000 or
the contract price whichever sum is the greater and
- b) we shall not be liable to you for any loss of profit or of contracts or,save as aforesaid for any loss or damage of any kind whatsoever and whether caused by our breach of contract,tort or
breach of statutory duty or otherwise howsoever.
Save as provided in clause 14 we shall not be liable for any damage or injury occurring after our completion of work on site.
17.If at any time any question,dispute or difference whatsoever shall arise between you and us upon in relation to or in connection with the contract either of us may give to the other notice in writing of the existence of such question,dispute or difference and the same shall be referred to the arbitration of a person to be mutually agreed upon,or failing agreement within 30days of receipt of such notice,of some person appointed by the President for the time being of the The Chartered Institute of Arbitrators.
The contract between us shall in all respects be construed and operated as an English contract and in conformity with English Law.