MR Systems Terms & Conditions
The 'Seller' means MR Sales PLC
The 'Supply' means the supply of Products or Services described in the invoice.
2. INCORPORATION OF CONDITIONS
(A) The Seller will be under no liability for any Order received until the Order is accepted by the Seller in writing.
(B) The terms and conditions herein contained shall apply to the Contract and any offer, order, acceptance, sale and/or, delivery or any conduct in confirmation of any transaction will be subject to these terms and conditions which are the only basis upon which the Seller does business and shall prevail notwithstanding any printed or other conditions referred to in any purchase order or other document prepared by or on behalf of the Buyer.
(C) The Sellers catalogue price list and other advertising matter, shall not form part of any Contract between Buyer and Seller.
(D) No other agreement, representation, promise. undertaking or understanding of any kind unless expressly confirmed in writing by a director, the company secretary or the financial controller of the Seller shall add to, vary or waive any of these terms and conditions Other Employees or agents of the seller do not have the authority to vary or waive any of these terms and conditions in whole or in part
(A) To withdraw or cancel quotation at any time without liability in respect of such cancellation for any loss to the Buyer including consequential loss howsoever arising;
(B) To refuse or delay the Supply where the Buyer's credit or Conduct of his account is unsatisfactory;
(C) To modify designs and specifications for Products without prior notification and withdraw Products replacing them with items of the equivalent specification.
(A) Notwithstanding any Price specified in the Order acceptance the Price of the Products shall be that applicable on the date of delivery. The Seller shall endeavour to maintain Prices quoted but the Seller reserves the right to Increase quoted Prices at any time to take account of increase in costs including (without limitation) costs of labour, materials, carriage or other overheads.
Prices for the Products do not include unless otherwise specified-
(i) Sales taxes (including VAT);
(iii) The cost of effecting delivery in accordance with Clause 7 hereof; and
(iv) Any special packing or alteration or installation to the order required by the Buyer
6. TERMS OF PAYMENT
(A) The Seller's terms of payment are strictly payment on delivery of its Products or performance of the Supply of Services without deduction unless the invoice states otherwise.
(B) A claim or counterclaim or set-off shall not justify the Buyer withholding payment.
(C) The Seller shall be entitled to interest on invoice sums outstanding for more than 14 days from the date of invoice at the rate of 2% per month from the date of invoice to the date payment is received by the Seller.
(D) Failure by the Buyer to pay in accordance with the provisions of this Clause shall entitle the Seller, without prejudice to its rights to damages. to suspend any outstanding deliveries or to cancel the Contract.
(A) Any times quoted for delivery are estimates only and although the Seller will use all reasonable efforts to deliver the Products in accordance with the times specified, failure to comply with such time shall not constitute a breach of this Contract
(B) Unless otherwise agreed in writing, the Seller shall be entitled to make partial deliveries by instalments and the terms and conditions herein contained shall apply to each partial delivery.
(C) The risk in the Products passes to the Buyer on delivery of the Products to the Buyer by the Seller (or its nominated carrier) bill where the Buyer nominates a carrier other, than the Seller to deliver the Products, the risk shall pass to the Buyer when the Products leave the Sellers premises
(D) Where the Buyer notifies the Seller that it is unable to take delivery of the Products in accordance with the time stated in the Order acceptance or within seven days of the Seller giving notice that the Products are ready for despatch, the Seller shall endeavour to store the Products and the Buyer shall reimburse the Seller without delay all costs and storage charges incurred by the Seller until the time of delivery.
(E) Where the Products are to be delivered by instalments or against call-off and the Buyer either (1) fails to accept any delivery when due or, in the case of call-offs, fails to accept outstanding deliveries within one month of the date of the Order acceptance. or (2) defaults in making any payment when due, then the Seller may cancel any or all subsequent deliveries and the Buyer shall compensate the Seller in full for any loss or expense arising from such cancellation on and notwithstanding the Seller's duty to mitigate its loss shall compensate the Seller in full for the loss of the Price in respect of the goods ordered but not delivered
The Buyer shall
examine the Products on arrival and notify the Seller by facsimile transmission
or by registered post within 3 working days of delivery of any damage
or short delivery of the Products specified in the Order. If such notification
is not received by the Seller. the delivery shall be deemed accepted
by the Buyer
(F) The Buyer shall examine the Products on arrival and notify the Seller by facsimile transmission or by registered post within 3 working days of delivery of any damage or short delivery of the Products specified in the Order. If such notification is not received by the Seller. the delivery shall be deemed accepted by the Buyer
8. TRANSFER OF PROPERTY
(A) Notwithstanding delivery to the buyer, legal and beneficial ownership in the Products shall remain with the Seller until the Buyer has paid the Price (whether or not due, invoiced or ascertained at the date of delivery)and all other outstanding amounts due to become due to the Seller in respect of this or any other business transaction between the parties. Until such payment the Buyer shall 1) take all necessary measures for the protection of the Products including maintaining adequate insurance therefor and 2) not dispose of, whether by sale or otherwise, the Products or any part of them to any other party whatsoever.
(B) So long as the property in the Products remains in the Seller, the Seller shall have the right without prejudice to the obligation of the Buyer to purchase the Products, to re-take possession of the Products (and for that purpose to go upon any premises occupied by the Buyer)
(C) If any one of the events referred to below happens, notice thereof is to be given immediately to the Seller by the Buyer. Furthermore, all Products which are the property of the Seller pursuant to the provisions of Clause B and are in the possession of the Buyer shall be delivered immediately to the Seller. Without prejudice to the Buyer's duty to make delivery as aforesaid, the Seller upon receiving notice from whatever source of the happening of any one of the said events, Shall also have the right during normal business hours to enter upon the said land or buildings of the Buyer to take possession of the Sellers Products.
(a) Any notice to the Buyer that a receiver or manager is to be or has been appointed;
(b) Any notice to the Buyer that a petition to wind-up the Buyer is to be or has been presented or any notice of a resolution to wind-up the Buyer (save for the purposes of a reconstruction or amalgamation);
(c) A decision by the Buyer that the Buyer intends to make an arrangement with its
(D) The Buyer shall not create or allow to be created any right in the Products in favour of any third party. If the Buyer breaches any of the provisions of this sub-paragraph the value and the outstanding amounts on the Order shall immediately and notwithstanding any contractual term to the contrary become payable.
(E) Until the payment specified in sub-paragraph (A) hereof the Buyer will not hereof dispose of the Products in question but will store the same taking the safeguards specified above in (A).
(A) The Seller will endeavour to ensure that the Buyer receives the benefit of any guarantee or warranty which may have been given to the Seller by the manufacturer or third party.
(B) The Buyer is responsible for instructing itself on the terms of such guarantee or warranty and ensuring that any conditions are fully complied with
(C) In cases where no guarantee or warranty is offered by the manufacturer or supplier, or any act of the Seller has invalidated such guarantee or warranty, if the Buyer shall notify the Seller in writing within 90 days from the date of delivery that the Products supplied by the Seller were defective, or within seven days in the case of software, the Seller will replace or repair at their discretion the Products proved to be detective provided that the Products shall be brought back to the Sellers premises at the Buyers expense
(D) The Buyer must ensure that the Products are serviced, maintained and used properly and
in accordance with the Seller's recommendations (and any guarantee or warranty) and
are not fitted or used with any parts, accessories or ancillary equipment other than those, recommended by the Seller or stated by the Seller to be suitable.
(E) No attempt must be made by the Buyer or any third party to remedy any defect or to
dismantle or otherwise tamper in any way with the Products except in accordance with specific instructions, directions and/or requests of the Seller
12. LIMITATIONS OF LIABILITY
(A) Save as aforesaid and subject to Section 6 of the Unfair Contract Terms Act 1977 and with the exception of those implied by Section l2 of the Sale of Goods Act l979 all conditions and warranties whether express or implied by Statute or Common Law and whether oral or written are (unless specifically confirmed by the seller in writing) excluded and negated
(B) With the exception of any liability on the Seller's part in respect of death or personal injury resulting from the Seller's negligence, the Seller's liability shall not in any event exceed the Price of the Products in respect of which a claim is made, nor include any consequential loss or damage howsoever arising provided always that this subclause shall not apply to the extent that the Buyer gives the Seller specific notice in writing of risks which the Buyer requires to be covered by insurance and pays the Seller the amount of the insurance premium (to be determined by the Seller) required for such cover;
(C) In cases where the Seller is asked to recommend Products to meet the Buyer's requirements the Seller does not warrant that purchase of the Products will satisfy the Buyer's requirements. All recommendations of Products by the Seller are therefore estimates only and the Seller can accept no responsibility it any Products supplied fail to meet the Buyer's requirements or to achieve any particular level of performance;
(D) The Buyer is advised that the Seller is not liable for any losses consequent to any loss or non-retrieval of data or programs from computer disk or tape for any reason.
(E) Making duplicates of software must be strictly in accordance with the rights granted by individual software manufacturers. The Buyer must satisfy itself that it has the right to duplicate or copy software. The Seller makes no representation thereto
13. END USER
16. WAIVER AND SEVERANCE
(A) Any indulgence granted by the Seller to the Buyer and any failure by the Seller to insist upon strict performance of these terms and conditions shall not be deemed a waiver of any of the Sellers rights or remedies nor be deemed a waiver of any subsequent default by the Buyer
(B) The invalidity in whole or in part of any clause in these terms and conditions shall not affect the validity of the remainder of such clause or these terms and conditions