General
1) Throughout these conditions "the Company" shall mean Midlands Lubricants Ltd, and "the Purchaser" means the other person in the Contract of Sale.
2) These Conditions are the only terms on which we sell our products. By ordering the products the Purchaser agrees that its own conditions shall not apply to the Contract.
3) The acceptance of delivery of the Goods by the Purchaser will be deemed conclusive evidence of his acceptance of these conditions of sale.
4) Quotations made by the Company are not offers and may be withdrawn without notice.
5) The Contract shall compromise the Purchaser’s order and our acceptance of order and shall incorporate these Conditions. Where so required by us verbal orders shall be confirmed in writing
6) No variation or waiver of these Conditions or of the Contract shall be binding upon us unless the same has been agreed by us in writing.
7) Any provision in these terms and conditions, which may be held to be void, are deleted without prejudice to the continuing validity of the remaining provisions of these conditions.
Prices
1) Prices do not include VAT unless expressly stated otherwise.
2) The Company reserves the right to supply “nearest pack quantity”.
3) The Company reserves the right to apply a handling charge for Goods incorrectly ordered in error by the customer of 25% or £10.00 minimum.
4) Orders accepted by the Company for immediate despatch will be invoiced at the prices which are in effect at the time the order is received by the Company.
5) If the Purchaser specifies a future delivery date then the invoiced price may be the price that is ruling at the time of delivery.
6) The Company reserves the right to alter the prices without prior notification to fairly represent any increase in the cost of manufacture, distribution or other external factors.
Passing of Ownership & Risk
1) The Title in Goods shall remain vested with the Company and shall not pass to the Purchaser until those particular Goods are paid for in full, and no other sums are then outstanding from the Purchaser to the Company.
2) Until Title passes, the Purchaser must keep and store the Goods in such a manner that they are clearly identifiable as the Company's property.
3) The Company expressly reserves the right to reprocess the Goods in which title has not passed and for that purposes to enter any premises under the control of the Purchaser to remove the Goods.
4) The Company's right of repossession is exercisable if the Purchaser becomes insolvent or fails to pay for the Goods on the due date.
5) In the event of non-payment or insolvency all invoices become immediately payable and all credit terms are withdrawn.
6) Risk shall pass to the Purchaser on delivery.
Delivery
1) Dates given by the Company for delivery and performance are statements of expectation only and shall not be binding. Failure by the Company to meet any such dates shall not entitle the Purchaser to any damages for direct loss or loss of
profits or production or any consequential loss or damage which he may sustain or to treat the Contract as repudiated or to rescind it or any related Contract.
2) Delivery may be made by instalments and each instalment shall be deemed to be sold under a separate Contract and no failure or delay in delivery of any instalment nor any defect in the contents there of shall entitle the Purchaser to treat
the Contract to be repudiated with regard to any remaining instalments.
3) We shall be deemed to have fulfilled our Contractual obligations in respect of any delivery though the Contract may be up to 10% more or less than the quantity specified in the Contract and in such an event the Purchaser shall pay for the actual quantity delivered.
4) We shall not in any event be responsible for any loss, damage, mis-delivery, delay or detention of or to the products in transit unless the Purchaser shall within seven days of delivery give written notice to the carrier and to the Company.
5) All allegations of non delivery of any consignments of Goods must be made by the Purchaser in writing to the carrier and to the Company within ten days of the date of the Company's advice note or invoice or other notification of
despatch, or shorter time limit as may be specified in the conditions of the carrier. Failure by the Purchaser to comply with conditions here of shall render the Purchaser liable for any temporary or permanent loss of the Goods and all
additional costs and expenses of the Company in relation there to.
6) Unless otherwise agreed in writing the Company will deliver the Goods to the address specified by the Purchaser by the means most convenient to the Company. Off loading shall be at the Purchaser's risk.
7) The Company is responsible for the risk of damage to or loss of the Goods during transit between the Company's premises and the Purchaser's premises only when the Company or an appointed agent of the Company performs the delivery.
Terms of Payment
1) All accounts shall be paid within 30 days of the date of the Company's invoice unless we have agreed a variation in writing.
2) Time for payment shall be of the essence of the Contract and the Company shall be entitled to charge interest at the rate of 8% above base rate PA calculated daily + £20 per month administration on all overdue accounts and in addition may suspend work and postpone the fulfilment of it's obligations until such overdue payment is made.
3) No dispute as to quality or performance of the Goods shall entitle the customer to delay payment unless the Company shall agree liability there on in an agreed sum or shall have been found liable by a Court of competent jurisdiction.
4) Payment for the Goods may not be withheld by the Purchaser on the basis of setting off monies claimed for the Purchaser in any separate dispute with the Company.
Warranty
1) The Company agrees to replace Goods or at it's option repay the customer all sums paid in respect of Goods supplied by it which are proved to the Company’s satisfaction to be faulty, not in accordance to specified or damage due to misuse
provided that the Goods concerned are returned to the Company within 7 days of the discovery of the defect. Any such replacements shall include free delivery to the same address as previously delivered.
Disputes
1) Any notice will be served at the Purchaser's registered office or at the last address known to be occupied by the purchaser.
Liability
1) Subject to Warranty Clause 1, the Company's liability for all Goods or materials or services supplied by them shall be limited to the liability of the manufacturers or suppliers of such Goods and services to the Company and the Company's
liability on delivery shall be limited to the liability of the carrier to the Company in respect of such delivery whether or not the extent of the Manufacturer's Supplier's or Carrier's liability is made known to the Purchaser.
2) The Purchaser agrees that apart form the express terms contained here in or in the quotation or in any document expressly stipulated there in to form part of the Contract and to be outside of the provisions of this clause no statement or
presentation has been made to the Company relating to the Goods supplied or if any such statement or representation had been made the Purchaser warrants that he understood it to be a statement of opinion only and did not rely on it.
3) The Company's liability whether in respect of one claim or in the aggregate arising out of any Contract shall not exceed the purchase price payable under the Contract for such part or parts in respect of which the Company's liability shall
arise.
4) Nothing in these conditions shall exclude or limit the Company's liability for personal injury or death resulting from the Company's negligence. The Company's obligations arising under part 1 of the Consumer Protection Act 1987 will be
honoured.
5) All information in our quotations catalogues designs photographs or technical literature has been prepared carefully but it's accuracy is not guaranteed. We shall not be liable for any inaccuracies or omissions there in nor do they form any
part of the Contract unless any items there from have been specifically incorporated by prior agreement in writing.
Cancellation
1) The Company shall only accept cancellation on condition that the Purchaser reimburse all costs and expenses and all loss of profits and other loss or damage sustained by the Company to the Company forthwith.
Intellectual Property Rights
1) Where the Goods are made to the Purchasers specification, instructions or design, the Purchaser undertakes full responsibility for the suitability and accuracy of the specification instructions or design, and undertakes to indemnify the
Company against any infringement of any patent, registered design, trademark, trade name, or copyright and any loss damage or expense which it may incur by reason of such infringement in any country.
2) The Purchaser shall not use the Goods or any specifications or drawings for the purpose of designing or manufacturing identical Goods without the Company's prior written consent. All patents, registered designs, copyright, and other
intellectual property rights in or in connection with the Goods which the Company may have shall remain the property of the Company and the Purchaser is granted no license save for the right to use or resell the Goods.
Force Majeure
1) The Company shall be under no liability for any delay loss or damage caused wholly or in part by any act, matter or thing beyond the reasonable control of the Company, including but without prejudice, the generality of the foregoing act
of God, governmental restriction, condition or control or by reason of any act done or not done pursuant to trade dispute whether such involves the Company's employees or not.
2) The Company reserves the right to cancel an order if a situation of Force Majeure affects it or the Purchaser for a period beyond 90 days.
Law & Jurisdiction
1) The Contract shall be governed and construed in all respects in accordance with the Laws of England and all disputes shall be subject only to the jurisdiction of the English Courts.