MECHATECH SYSTEMS LTD - STANDARD CONDITIONS OF SALE
These Standard Conditions apply to and are deemed to be incorporated in all contracts for the sale of equipment or the supply of services and all works carried out for the Customer in connection therewith by MechaTech Systems Limited (MTS). No addition or variation or waiver of these conditions has any legal effect except as specifically agreed by MTS in writing.
These Conditions shall prevail over any terms and conditions stipulated by the Customer. Equipment means the equipment ' machinery and parts (or any of them) to which the Contract relates. Customer includes, if the context so permits, any principal or agent or sub contractor of the Customer.
2. QUOTATIONS AND ACCEPTANCE
I. Prices quoted for standard equipment included in catalogues remain valid for 60 days unless specified.
II. For other equipment or work, MTS reserves the right to add to the quoted price an amount to cover increases in the cost of transport, labour, materials or any other costs whatsoever of production or of execution of the Contract arising between the time of quotation and the time of delivery.
III.An inspection fee, if quoted, does not included reassembly of equipment, should the Customer choose not to proceed with equipment service or repair. Equipment can be reassembled upon request for an extra fee.
IV. The contract shall be conditional on MTS procuring any export license required for the export of the goods from the United Kingdom prior to the date of delivery
V. No obligation shall be binding on MTS unless and until accepted by MTS in writing.
VI. An order for non-standard equipment will not be accepted unless it is accompanied by sufficient information to enable MTS to proceed forthwith.
VII. Prices quoted are exclusive of Value Added Tax and other applicable taxes which will be charged at the rate ruling at the time of supply.
3. INSPECTION AND TESTING
All equipment is inspected by MTS before delivery and tested where appropriate. An additional charge will be made for tests or trial runs carried out at the Customer's request. Test certificates will be provided if required.
I. Although MTS will endeavour to deliver the equipment within the time specified, no liability can be accepted for delays in delivery for whatsoever reason unless agreed in writing.
II. Equipment will be delivered as available, unless the Customer specifically requests one consignment at the time of order.
III. Unless otherwise agreed, the Customer is responsible for transportation from MTS of as otherwise specified. MTS will at the Customer's request and expense arrange carriage and insure the equipment against normal transit risks, but in the event of loss or damage whether or not by the negligence of MTS or its carrier or any other person, MTS's liability shall be limited to passing on to the Customer the benefit of such insurance. Forwarding instructions must be supplied promptly on notification to the Customer that equipment is ready for despatch.
IV. If instructions are not received within 7 days (or from overseas customers within one month), or if the customer otherwise fails to take delivery on the equipment MTS shall be entitled to make arrangements for storage of the goods and then charge the Customer accordingly and the Customer shall become responsible for the risk of loss or damage to the goods and for paying the Contract price as if the goods had been delivered. MTS shall be entitled, after reasonable notice to the Customer, to dispose of the equipment elsewhere.
V. Any discrepancy in or damage to equipment delivered must be notified promptly to MTS and to any carrier. MTS shall not be liable unless notification is received within 3 working days of delivery or collection or, in the case of total non-delivery, within 14 working days of the intended date of despatch, and is confirmed in writing. Damaged goods and packaging must be kept for inspection by MTS and/or the carrier.
VI. If equipment is to be sent abroad, the Customer shall be required to procure at his own expense any import license required for the country to which such equipment is to be dispatched.
I. If the Contract involves the installation of equipment, the Customer shall be responsible for obtaining all necessary consents and licenses, and supplying MTS with all necessary information and drawings.
II. The Customer is responsible for undertaking any necessary preparatory work to MTS's specification. If MTS is not satisfied with preparatory work, it reserves the right to charge for costs caused by delay, or to cancel the Contract and charge the Customer for all costs and expenses incurred.
III. The Customer shall ensure safe adequate access to the site for MTS and its employees any subcontractors and shall be responsible for the safe custody of all equipment materials and other properly left on site by MTS in the course of installation.
IV. The Customer shall provide at its own expense such ancillary services and facilities as MTS may reasonably require, including equipment, materials and labour.
V. The Customer shall be liable for any injury suffered by MTS or its employees or agents on site, except to the extent caused by their own negligence.
I. Full payment must be made to MTS within thirty days of the date of invoice. Unless otherwise agreed, overseas orders must be covered by a confirmed irrevocable letter of credit drawn on a London clearing bank, prior to despatch for standard equipment, or with the order for non-standard equipment, or prior to commencement of site work.
II. If any payment is overdue, MTS shall be entitled without prejudice to any other right or remedy to suspend all further deliveries on any Contract between MTS and the Customer without notice and/or to charge interest on any amount overdue at the rate of 4% per annum above the base rate from time to time of Barclays Bank plc, compounding monthly.
7. RETENTION OF TITLE
I. Equipment shall remain the property of MTS until the Customer has made full and unconditional payment to MTS of all sums due.
II. Until payment in full by the Customer, the equipment shall be held by 'he customer as Bailee for MTS and will be kept readily identifiable as the property of MTS From delivery the Customer shall be responsible for and shall indemnify MTS against all loss of or damage to the equipment from whatsoever cause occurring.
III. If payment becomes overdue, or on the occurrence of any event referred to in clause 16 below, MTS may after giving notice to the Customer enter any premises in the control of the Customer where MTS reasonably believes its equipment to be for the purpose of recovering equipment.
IV. If the equipment is incorporated in or used as a component for other goods before full payment of all amounts due has been made, the property in such goods shall be conclusively deemed to be or to include equipment which is the property of MTS until such payment has been made and all MTS's rights to the equipment under this Contract shall extend to such other goods or such part thereof as MTS shall at its discretion nominate at its property.
8. TECHNICAL SPECIFICATIONS
All drawings, descriptive matter, technical specifications, capacities, performance rates, descriptions and other particulars given in respect of any item of equipment (whether in catalogues or advertisements or accompanying or referred to in the quotation) are stated in good faith as being correct within acceptable tolerances but are not binding in detail and do not form part of the Contract unless stated to do so in the quotation. In the absence of any special arrangement to the contrary, it is the Customer's responsibility to ensure that the equipment ordered is sufficient and suitable for the Customer's purposes. All recommendations and advice given without charge, whilst given in good faith and with due care, are given without responsibility on MTS's part.
9. PATENTS, DESIGN RIGHTS ETC
I. Any know-how, technical information, drawings, specifications or documents, supplied in connection with this Contract shall be kept confidential by the Customer and shall not be disclosed to any third party or used for any purpose other than for the purpose of this Contract without the prior written consent of MTS unless and until the same is or becomes public knowledge.
II. Ownership is retained by MTS of any patent, copyright, design right or other intellectual property right in the equipment supplied under this Contract and in any technical information know-how, drawings, specifications or any other documents supplied hereunder.
III. MTS warrants that equipment which is of MTS's standard manufacture is free of third party patent or other intellectual property restrictions as and when supplied but MTS gives no other warranty against patent or other intellectual infringement and no liability is accepted in respect thereof.
IV. It MTS supplies the equipment with variations to meet the Customer's special requirements of to the Customer's own specification, or if MTS processes the Customer's own equipment, goods or materials, no warranty is given and the Customer shall accept full liability in respect of infringement of patents or other intellectual property rights and agrees to indemnify MTS against all claims, losses or costs arising there from.
V. No warranty is given that any particular use of any equipment, or any technique employed therewith is free of patent or other intellectual property restrictions Any advice given by MTS in relation thereto is given without liability on MTS's part
VI. The trademarks and names of MTS and its associated companies shall not be used otherwise than as applied by MTS to equipment supplied under this Contract.
I. MTS undertakes to replace or repair at its option, or to arrange replacement or repair by an authorised dealer, and to return carriage paid, any equipment supplied to or work carried out for the Customer if a defect in materials or workmanship arises under conditions of normal and proper use and maintenance (fair wear and tear excepted) provided that:
a) in MTS's opinion, the equipment was purchased and used for a purpose for which it was suitable was operated and maintained in accordance with MTS's operating instructions, and was not used in a way which was unsuitable,
b) the claim is first notified promptly in writing to MTS and, if MTS so requires, the defective equipment or part is returned to MTS or delivered to its authorised dealer with carriage, insurance and all charges paid;
c) the defect occurs within twelve months from the date of despatch of the equipment or completion of work carried out,
d) the equipment has not been repaired or modified by anyone other than MTS or at MTS's direction,
e) in the case of equipment or parts not of its own manufacture, MTS's responsibility shall be limited to passing on to the Customer the benefit of any guarantee or warranty given to MTS by the manufacturer for such equipment or part,
f) in the case of a claim in respect at work carried out on site, MTS's liability shall be limited to replacing defective materials and to remedying defects caused by the default or negligence of MTS and, in either case, arising within six months of completion.
II. MTS may, at its option, elect to satisfy its liability under this clause by refunding the purchase price and retaking the equipment.
So far as reasonably practicable MTS has ensured that its equipment has been so designed and constructed as to be safe and without risk to health when properly installed and used in accordance with MTS's operating instructions. The Customer is responsible for any risk to health or safety from MTS equipment in his possession or control and must ensure that persons who use, maintain or otherwise handle equipment supplied by MTS receive adequate training and Safety Literature. Safety Literature will be supplied by MTS tree of charge, and may be photocopied by the Customer as required.
12. LIMITATION OF LIABILITY
I. MTS's liability to the Customer, whether in negligence or otherwise, for direct physical damage arising out of or in connection with this Contract, shall be subject to an overall limit of £250,000 in respect of any one incident except that liability for loss or damage to product or material in a vacuum system supplied to the Customer is limited to £25,000 for any one incident, and liability for the provision of technical advice for a fee is limited to the amount of the fee.
II. Nothing in these conditions shall restrict MTS's liability for personal injury or death caused by the negligence of MTS or its employees.
III. Except as so provided, neither MTS not its employees or agents shall have liability whatsoever to the Customer for negligence or otherwise, and MTS accepts no liability for loss of profit, loss of market or any other direct or consequential loss whatsoever
IV. The Customer accepts that the warranties and conditions set out in these Conditions apply to this Contract in lieu of all warranties and conditions implied into a contract by common law or statute, and any such implied terms of conditions are hereby expressly excluded to the extent permitted by law.
13. FORCE MAJEURE
Without prejudice to any other terms hereof MTS shall not be liable for any failure to fulfil its obligations under this Contract if the caning out of any obligation is hindered or prevented by any event or circumstance beyond MTS's reasonable control or, without prejudice to the generality of the foregoing, strike, lockout or industrial dispute or failure or breakdown of plan, supplies, transport or equipment. If the delivery of equipment or completion of any work should be delayed for more than six months, the Customer shall be entitled to cancel the Contract or the remainder thereof on payment of a reasonable sum for part performance but shall not be entitled to any other damages or compensation whatsoever.
14. TRANSFER OF RIGHTS
If, by arrangement with the Customer, MTS equipment or services are supplied to any person who is not a party to the Contract, the Customer shall procure that such person agrees to be bound by these conditions as though a party to the Contract. The customer shall indemnify MTS and hold it harmless against any consequences (including any claim made by such person which he could not make if a party to the Contract) of the Customer failing to do so or of such person not fulfilling its obligations tinder the Contract.
The customer may not cancel the Contract or any part thereof except by giving written notice which must be acknowledged by MTS. On cancellation, the Customer may be charged for all work done and materials provided up to the time of cancellation plus a charge for overheads and loss of profit.
If the customer commits any act of bankruptcy or, being a company, has a receiver appointed or an administration order made against it or goes into liquidation (except for the purpose of reconstruction or amalgamation) or commits any breach of any provision of this contract, then all sums due hereunder shall immediately become due and payable and MTS may, notwithstanding any previous waiver, terminate this contract forthwith, by written notice, but without prejudice to any prior right of either party.
The Contract and these Conditions are governed by English Law.