1. Interpretation
1.1 In these conditions the
following words shall have the following meanings:
the Buyer: means the person(s), firm or company who purchases the goods from
The Company;
the Company: means Mast Group Limited;
Contract: means
any contract between the Company and the Buyer for the sale and purchase of
Goods, incorporating these conditions; and
Goods: means any goods agreed in the Contract to be supplied to the Buyer
by the Company (including any part or parts of them).
1.2 In these conditions, references
to any statute or statutory provision shall, unless the context otherwise
requires, be construed as a reference to that statute or statutory provision as
from time to time amended, consolidated, modified, extended, re-enacted or
replaced.
1.3 In these conditions references
to the masculine include the feminine and the neuter and to the singular
include the plural and vice versa as the context admits or requires.
1.4 In these conditions the
headings will not affect the construction of these conditions.
2. General
2.1 Subject to any variation under
condition 2.3, the Contract will be subject to these conditions of sale to the
exclusion of all other terms and conditions (including any terms or conditions
which the Buyer purports to apply under any purchase order, confirmation of
order, specification or other document) and the acceptance of the Goods shall
be deemed conclusive evidence of the Buyer’s acceptance of these conditions.
2.2 Orders may be made by post,
telephone, fax or e-mail and shall be deemed to be in accordance with Mast’s
custom manufacturing policy as set out in Mast’s price list from time to
time. Each order for Goods by the Buyer
shall be deemed to be an offer by the Buyer to purchase Goods subject to these
conditions. Please order by catalogue
number and product description. An order
number is required for every order.
2.3 These conditions apply to all
the Company’s sales and any variation to these conditions and representations
about the Goods shall have no effect unless expressly agreed in writing and
signed by the Managing Director of the Company.
2.4 Products should be used in
accordance with the manufacturer’s instructions. The Company can accept no responsibility for
the performance of products if used outside the manufacturer’s instructions.
2.5 An order for Products available
from stock may be cancelled at any time prior to the despatch of the order
without incurring any additional charges. Cancellation of an order which has already been despatched will incur a
15% restocking fee. Cancellation of
Products for special order will be subject to a charge equivalent to 100% of
the value of the special order products, once the order has been entered onto
Mast’s computer system.
3. New Accounts
Prospective customers
wishing to open a credit account are requested to furnish two trade references
and one banker’s reference. Until the
opening of a credit account has been confirmed, a remittance should accompany
payment effected by a valid credit card, or cheque, banker’s draft or electronic
transfer, otherwise delivery will not be made until after the references have
proved satisfactory.
4. Description
4.1 The description of the Goods
shall be as set out in the Company’s quotation or price list.
4.2 All 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 will not form part of the Contract.
5. Terms of Payment
5.1 Unless otherwise agreed in
writing terms of payment shall be net cash due, together with Value Added Tax
where applicable, according to the terms printed on the invoice in respect of
the Goods. Payment of the price shall be
due within thirty (30) days of receipt of the invoice, unless otherwise agreed.
5.2 Time for payment shall be of
the essence.
5.3 The Company may submit its
invoice either with its delivery note or as requested.
5.4 The Buyer shall make all
payments due under the Contract 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.
5.5 Where the Contract is to be or
may be fulfilled in separate deliveries or instalments payment for each such
delivery or instalment will be as if the same constituted a separate
contract.
5.6 The Company, at its discretion,
reserves the right to charge interest on amounts outstanding beyond the time
specified in condition 5.1. The rate of
interest shall be 5% per annum over the National Westminster Bank plc
base-lending rate from time to time accruing on a daily basis from the due date
of payment until payment is made. The
Company may exercise this right in addition to any other rights it may have in
respect of the Goods or the non-payment.
6. Prices
6.1 Unless otherwise agreed in
writing, all orders are executed subject to prices and any relevant discounts
running at the date of dispatch. Any price list of the Company whether
published or not shall not affect the right of the Company to charge for Goods
in accordance with this condition 6.
6.2 All prices unless otherwise
stated are ex-works and exclusive of Value Added Tax.
6.3 Any special negotiated prices
will only be applied if the Company has received written acceptance of a
quotation or the order states a valid quote reference. If no acceptance has been received list
prices will be applied. Quotations,
unless specifically stated otherwise shall remain valid for ninety (90) days
from the date of the quotation.
6.4 Special prices for volume breaks apply to individual
orders received on the same day for planned delivery as one order and are not
cumulative. Special prices for volume breaks will similarly not apply when the
order is planned to be delivered on more than one delivery date.
6.5 The Company reserves the right
to adjust quoted prices if the Buyer does not fulfil its obligation of
purchasing the required quantities indicated in the quotation.
7. Carriage
7.1 Unless otherwise agreed, prices
quoted exclude delivery charges.
7.2 An order comprising both stock
and specially manufactured items will be subject to separate charges for each
delivery.
7.3 Delivery of the Goods shall be
made to the Buyer’s specified address and the Buyer shall make all arrangements
necessary to take delivery of the Goods whenever they are tendered for
delivery.
7.4 The Buyer shall be deemed to
have accepted the Goods three (3) days after delivery to the Buyer and after
acceptance the Buyer shall not be entitled to reject goods which are not in
accordance with the Contract.
7.5 A handling charge will apply on
all orders in the UK mainland. An
additional charge applies to Northern Ireland, and the Isle of Man and Scottish
Islands. The Company reserves the right
to apply a small order supplement. Products designated as “Hazardous
Goods” will be shipped separately and subject to an additional charge per
delivery. Any such charges shall be
published on the Company’s website from time to time.
7.6 Any dates specified for
delivery of the Goods are intended to be an estimate and time for delivery
shall not be made of the essence by notice. If no dates are so specified, delivery will be within a reasonable time.
8. Title of Goods
8.1 The Goods shall be at the
Buyer’s risk as from delivery.
8.2 The Company and the Buyer
expressly agree that, in spite of delivery having been made, property in the
Goods shall not pass from the Company until the Buyer shall have paid the
invoice value in full and no other sums whatsoever shall be due from the Buyer
to the Company.
8.3 Until property in the Goods
passes to the Buyer in accordance with clause 8.2 the Buyer shall hold the
Goods and as bailee for the Company. The
Buyer shall store the Goods in accordance with the Company’s instructions (at
no cost to the Company) separately from all other goods in its possession and
so that they are clearly identified as the Company’s property.
8.4 Notwithstanding that the Goods
(or any of them) remain the property of the Company, the Buyer has the right to
dispose of the Goods or such other products in the course of its business for
the account of the Company and to pass title to the Goods or products to his
customer being a bona fide purchaser for value without notice of the Company’s rights. Any such dealings shall be a sale or use of
the Company’s property by the Buyer on the Buyer’s own behalf and the Buyer
shall deal as principal when making such sales or dealings. The Company shall be entitled to recover the
invoice value notwithstanding the property and any of the Goods have not passed
from the Company.
8.5 Until such time as property in
the Goods passes from the Company the Buyer shall upon request deliver up such
of the Goods as have not ceased to be in existence or resold to the company. If the Buyer fails to do so the Company or
its appointed representative may enter the premises owned occupied or
controlled by the Buyer where the Goods are situated and repossess the goods. On the making of such request the rights of
the Buyer under clause 8.4 shall cease.
8.6 The Buyer shall insure and keep
insured the goods to their full value against “all risks” to the reasonable satisfaction of the Company until the
date that property in the Goods passes from the Company.
9. Damage in Transit and Shortages
9.1 The Company will, when the
price quoted includes delivery, repair or replace free of charge goods damaged
in transit provided that the carriers and the Company receive notification of
such damages within three days of delivery. Goods received in a damaged or unsatisfactory condition must be signed
for as such.
9.2 Goods should not be returned to
the Company without a valid returns material authorisation number. If authorisation is received the Buyer shall
return goods, packaging and a copy of the delivery note.
9.3 Shortage claims will only be
considered if the carriers and the Company receive notification within three
days of receipt of delivery, failing which no liability will be admitted.
9.4 Any liability of the Company
for non-delivery of the 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.
10. Returns
10.1 Goods supplied correctly may not be returned without prior written
agreement or authorisation number, which can be obtained from Customer
Services.
10.2 Goods so returned must be consigned carriage paid and a re-stocking
and handling charge of 15% will be made on all goods returned for credit.
Credit will only be awarded once a full assessment of re-saleable condition has
been made.
10.3 Goods many not be returned if the packaging has been defaced in any
way.
11. Warranty
11.1 The Company warrants that subject to the other provisions of these
Conditions upon delivery, the Goods will comply with the written
specification. The Company shall at its
option elect to repair or replace any such defective Goods.
11.2 The Company shall not be liable for any breach of the warranty in
condition 11.1 unless:
11.2.1 the Buyer gives written notice of the defect to the Company and (if
the defect is as a result of damage in transit) to the carrier within 3 days of
the time when the Buyer discovers or ought reasonably to have discovered the
defect;
11.2.2 the Company is given a reasonable opportunity after receiving notice
of examining such Goods and the Buyer (if asked to do so by the Company)
returns such Goods to the Company’s place of business at the Buyer’s cost for
such examination to take place.
11.3 The Company shall not be liable for a breach of warranty if:
11.3.1 the Buyer makes any further use of the Goods after giving such
notice; or
11.3.2 the defect arises because the Buyer failed to follow the Company’s
oral or written instructions as to the storage, installation, commissioning,
use or maintenance of the Goods or (if there are none) good trade practice; or
11.3.3 the Buyer alters or repairs such Goods without the written consent
of the Company.
11.4 Subject to conditions 11.2. and 11.3, if any of the Goods do not
conform with the warranty in condition 11.1, the Company shall at its option
repair or replace such Goods (or the defective part) provided that the Buyer
shall return the Goods (or the defective part), if the Company so requests, to
the Company at the Buyer’s expense.
11.5 The Company shall have no further liability for a breach of warranty
in condition 11.1 in respect of such Goods.
12. Limitation of Liability
12.1 Subject to
condition 11, the following provisions set out the entire financial liability
of the Company (including any liability for the acts or omissions of its
employees, agents and sub-contractors) to the Buyer in respect of:
12.1.1 any breach of
these conditions; and
12.1.2 any
representation, statement or tortious act or omission including negligence
arising under or in connection with the Contract.
12.2 All warranties,
conditions and other terms implied by statute 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.
12.3 Nothing in these
conditions excludes or limits the liability of the Company for death or personal
injury caused by the Company’s negligence or fraudulent misrepresentation.
12.4 Subject to conditions 12.2 and 12.3:
12.4.1 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 this Contract shall be limited to the refund of the
price of the Goods; and
12.4.2 the
Company shall not be liable to the Buyer for any pure economic loss, loss of
profit, loss of business, depletion of goodwill or otherwise, in each case
whether direct, indirect or consequential, or any claims for consequential
compensation whatsoever (howsoever caused) which arise out of or in connection
with the Contract.
13. Termination
13.1 The
Company shall be entitled to cancel the Contract or suspend any further
deliveries under the Contract without any liability to the Buyer if any of the
following occur (without prejudice to any other right or remedy available to
the Company):
13.1.1 the Buyer being in material breach of a material obligation under
the Contract which (if capable of remedy) it fails to remedy within 30 days
starting on the day after receipt of notice from the Company giving particulars
of the breach;
13.1.2 the Buyer passing a resolution for its winding-up or a court of
competent jurisdiction making an order for the Buyer’s winding up or
dissolution;
13.1.3 the making of an administration order in relation to the Buyer or
the appointment of a receiver over, or the taking possession or sale by an
encumbrance taking possession of or selling an asset of the Buyer; or
13.1.4 the Buyer making an arrangement or composition with its creditors
generally or making an application to a court of competent jurisdiction for
protection from its creditors generally.
13.2 If
the Company cancels or suspends any further deliveries under the Contract under
condition 13 and if the Goods have been delivered but not paid for the price
shall become immediately due and payable regardless of previous agreement or
arrangement to the contrary.
14. Force Majeure
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.
15. General
15.1 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.
15.2 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.
15.3 Failure
or delay by the Company in enforcing or partially enforcing any provision of the
Contract will not be construed as a waiver of any of its rights under the
Contract.
15.4 Any
waiver by the Company of any breach of, or any default under, any provision of
the Contract by the Buyer will not be deemed a waiver of any subsequent breach
or default and will in no way affect the other terms of the Contract.
15.5 The
parties to this Contract do not intend that any term of this Contract will be
enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by
any person that is not a party to it.
15.6 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
