Terms and Conditions of Sale

MCL UNITEX SYSTEMS LIMITED (“THE COMPANY”)

CONDITIONS OF SALE

1.        DEFINITIONS

In these Conditions:-

“Buyer” means the person, firm or company who is to purchase the Goods;

“Contract” means the contract for the supply of the Goods by the Company to the Buyer;

“Goods” means the materials, machinery, equipment, articles, works and other goods and services to be supplied.

“Form” means any document of the Company upon which these Conditions are printed or which is subject to or incorporates by reference these Conditions.

2.        APPLICATION ON THESE CONDITIONS
2.1     These Conditions are the only Conditions upon which the Company is prepared to supply the Goods, and all terms and conditions of the Buyer are hereby excluded.

2.2     These Conditions are subject to any express terms or variations agreed by the Company on the form or as otherwise agreed in writing by the Company.

2.3     No statement, representation or promise made by the Company or any director, employee or agent of the Company, shall be legally binding unless confirmed in writing on behalf of the Company or expressly stated in the Contract.

3.        FORMATION OF CONTRACT

3.1     Where the Company gives a quotation or offer for the sales of the Goods, whether express or implied, such quotation or offer shall not be considered to be a legally binding offer, and a contract shall be formed only when the Buyer has submitted to the Company an order to purchase the Goods in accordance with the quotation or offer, and the Company has accepted such offer by ending to the Buyer its acknowledgement of order.

3.2     Where the Company makes a legally binding offer to sell the Goods, then:-

(a)   such offer shall be open for acceptance for 14 days from and including the date of the Company’s offer;

(b)  a contract is formed only when the Company receives an unconditional written acceptance of the offer from the Buyer, which does not seek to vary the terms of the offer or seek to vary these conditions or impose any additional terms or conditions;

(c)   the Company shall have the right to withdraw its offer at any time before it is accepted.

3.3     The Buyer shall not be entitled to cancel the Contract.

4.        PRICE

4.1     Subject to Clause 4.2, the price for the Goods shall be the price quoted by the Company.

4.2     The Company may vary the price of the Goods by any amount attributable to a change in or insufficient of the Buyer’s instructions or specifications, or to any variation in the cost of materials, labour, transport, duties, taxes, exchange rates or any other costs of whatsoever nature between the date of the Contract and the date of delivery.

4.3     The price of the Goods does not include, and is exclusive of all costs of carriage, packaging, insurance, freight taxes, duties and other delivery costs, and Value Added Tax, all of which shall be payable by the Buyer in addition to the price.

5.        SPECIFICATIONS AND INFORMATION

5.1     The specification of the Goods will be in accordance with the Company’s standard specifications for Goods of that kind at the date of despatch.

5.2     The Company reserves the right to make any reasonable change to any specification of the Goods.

5.3     Where the Buyer provides the Company with any specifications or information in connection with the Contract, the Buyer shall provide or confirm such specifications and information in writing and shall be deemed in any event to warrant that all specifications and information provided by it are true, complete and accurate.

5.4     The Buyer shall promptly provide the Company with all information which the Company requires to perform the Contract.

6.        DELIVERY

6.1     The Company will use its reasonable endeavours to deliver the Goods, by the agreed delivery date, at the agreed delivery location, however delivery dates are estimates only and time of delivery is not of the essence of the Contract.

6.2     Where the Company delivers the Goods to a reputable third-party carrier, the Company shall not be liable for the carrier failing to deliver in accordance with its delivery instructions.

6.3 The Buyer shall inform the Company as far as possible in advance where any delivery dates are important for the Buyer or where the Buyer is proposing to incur or is likely to suffer any special loss or expense as a result of late or non-delivery. If the Company shall inform the Buyer that it is not reasonably able to deliver on the agreed date the Buyer shall take all reasonable steps not to incur and to avoid any loss or expense.  The Company shall not be liable for any special loss or expense suffered by the Buyer for late delivery or non-delivery where the Buyer fails to inform the Company of that loss or expense in accordance with this Clause.

6.4 Where the Buyer has any special delivery instructions, these shall be confirmed in writing.

6.5 The Buyer shall not be entitled to refuse to accept late delivery.

7.        RISK

Risk of loss or damage to the Goods shall pass to the Buyer when the Goods have been delivered to the Buyer or any servant, agent, representative or carrier of the Buyer.

8.        INSPECTION OF DELIVERY

8.1     The Buyer shall inspect the Goods immediately on receipt and the Company shall not be liable for defects or shortages discoverable on reasonable inspection unless the Buyer notifies the Company within 3 days from and including the day of delivery.

8.2     Where the Buyer notifies the Company of any defects or shortages under Clause 8.1, the Company’s sole liability shall be at the option of the Company to repair or replace defective Goods, make good any shortages, or credit the Buyer with the invoice value of the Goods in question.  The company shall not be liable for any costs of removing the Goods from any place where they are installed or installing any replacements.

9.        PAYMENT TERMS

9.1     The Buyer shall pay the Company’s invoices within 30 days after the end of the month in which the date of the Company’s invoice for the Goods falls.

9.2     Time for making payment shall be of the essence.

9.3     If the Buyer fails to pay any amounts when due, the Company may charge interest on such amounts at the rate of 3% per annum above the base lending rate for the time being of the HSBC Bank Plc, calculated on a daily basis from the first day of the month following the month in which the date of the Company’s invoice for the Goods falls, until the date when the payment is received.

9.4     The Buyer shall not be entitled to withhold payment of any amount payable to the Company under the Contract for any reason whatsoever, or to set off against any money payable under the Contract for     any amounts due to it by the Company under the Contract or under any other contract between the parties, or in respect of any liability of the Company to the Buyer.

10.     RETENTION OF TITLE

10.1   Title to and property in the Goods shall remain with the Company until the Company has received payment in full in cash or cleared funds for all of the Goods.

10.2   Subject to Clause 10.3, the Buyer may use or sell the Goods in the ordinary course of its business.

10.3   The Buyer’s power of use of sale of the Goods shall terminate immediately on termination of this Contract (however caused), and in any event immediately any of the events in Clause 15.2(b) occurs.

10.4   Upon termination of the Buyer’s power of use or sale under Clause 10.3, the Buyer shall deliver to the Company forthwith on demand all Goods in its possession or under its control, and hereby authorises  the Company to enter upon any of the Buyer’s premises to remove the Goods.

11.     WARRANTY

11.1   If within the period stated in Clause 11.2, the Buyer finds a defect in any of the Goods then, subject to Clause 11.3, the Company will at the Company’s sole option, rectify any defect, or supply replacements for those Goods, or credit or refund to the Buyer the invoice value of those Goods. The Company shall not be liable for any costs or removing any Goods from any place where they are installed or installing any replacements.

11.2   The period in Clause 11.1 runs from the date of delivery of the Goods to the earliest of:

(a) 8,000 consecutive operating hours from the time of first use of the Goods, or

(b) 12 months from the date on which the Goods are installed, or

(c) 18 months from the date on which the Goods are delivered.

11.3   The Company shall have no liability under the provisions of Clause 11.1 where:-

(a) the Buyer fails to inform the Company of the alleged defect within 14 days from and including the date on which the Buyer becomes aware of the defect or ought reasonably to have been aware of the defect.

(b)  the defect did not exist in the Goods at the time of delivery of the Goods or arise from faulty  materials or workmanship existing in the Goods at the time of delivery.

(c) the defect was reasonably discoverable upon inspection at the time of receipt ; or

(d)  the defect resulted from any modification or alteration made to the Goods by the Buyer, or from normal deterioration, or from improper or faulty handling, storage or use of the Goods by the Buyer.

12.     LIABILITY

12.1   The Company’s liability under Clauses 8 and 11 shall be the Company’s sole liability for defective Goods.

12.2   The Goods are supplied strictly on the terms that the Buyer has satisfied itself of their suitability for its purposes. All warranties, terms and conditions whether express or implied by law as to the quality or fitness for any purpose of the Goods are hereby excluded.

12.3   Not withstanding any other provisions of the Contract, the Company shall not be liable for breach of the Contract or any representation given in connection with the Contract (including for late delivery or non-delivery of any Goods or delivery of defective Goods) whether in contract, tort (including negligence) statute or otherwise howsoever for any of the following losses suffered, incurred or payable by the Buyer: any consequential or indirect loss, special damages, loss of use of the Goods, loss of profit, loss of Contract, or any third party claims made against or liquidated damages payable by the Buyer.

12.4 Not withstanding any other provision of the Contract, the total liability of the Company for breach of the Contract or any representation given in connection with the Contract (including for late delivery or non-delivery of any Goods or delivery of defective Goods) whether in contract, tort (including negligence) statute or otherwise shall be limited to the purchase price for the Goods.

12.5 The Buyer shall indemnify the Company against all actions, claims, costs, damages, demands and expenses or other loss suffered or incurred or payable by the Company as a result of:-

(a)  any claim brought under the Consumer Protection Act 1987 to the extent occasioned or contributed to by any act or omission of the Buyer.

(b) any claim for infringement of any patent, design right, registered design, trade mark or other        intellectual property of any third party, to the extent that such claim relates to any designs or specifications for Goods provided by the Buyer.

12.6   Nothing in this Clause shall be construed as limiting or excluding the Company’s liability to any person for death or personal injury suffered by that person resulting from its negligence.

13.     CONFIDENTIAL INFORMATION

 Each party shall and shall procure that its employees shall preserve the confidentiality of all oral or written information belonging to the other, and shall not at any time use or disclose any such information other than for the purposes of the Contract and on a confidential need-to-know basis.  All such information and copies thereof, shall at option of the owning party be returned to it or destroyed on completion or termination of the Contract.

14.     INTELLECTUAL PROPERTY RIGHTS

All patents, copyrights, design rights and trade marks, rights to apply for any of the foregoing, and all other intellectual property rights, whether registered or unregistered in any part of the world, in or developed by the Company in relation to the Goods are and shall remain the property of the Company.

15.     TERMINATION

15.1   The Company shall be entitled to terminate the Contract without liability to the Buyer by notice in writing to the Buyer given within 1 month of which the Contract is made.

15.2   The Company may terminate the Contract immediately by notice to the Buyer if:-

(a)   the Buyer is in breach of its obligations under the Contract and (if capable of remedy), fails to remedy such breach within 14 days after notice from the Company specifying the breach; or

(b)  the Buyer becomes unable to pay it debts (within the meaning of Section 123 of the Insolvency Act 1986) or is liquidated or wound up or has a petition for winding up presented against it, or passes a resolution for voluntary winding up, or if a petition for the appointment of an administrator is presented against it, or if it has a receiver or administrative receiver appointed to the whole or any part of its undertaking or assets, or if it shall convene any meeting of its creditors or make a deed of assignments or arrangement or otherwise compound or compromises with its creditors.

15.3   On termination of the Contract (however arising) all rights and obligations of the parties shall cease, save for any accrued rights or liabilities, and save for the provisions of Clauses 10, 11,12, 13 and 14 which shall survive termination of the Contract.

16.     FORCE MAJEURE

The Company shall not be liable to the Buyer for any delay in performance, non-performance or breach of its obligations under the Contract if such delay; non-performance or breach is due to any event or circumstances beyond it reasonable control (including act of God, war, civil commotion, fire, flood, drought, failure of power supply, lockout, strike, stoppage or other action by employees, or owing to any inability to procure parts or materials).  The time for performance of any obligation affected by such event or circumstances shall be extended for so long as such event or circumstance continues.

17.     NOTICES

Notices under the Contract shall be properly given in writing and sent by hand, courier, first class post or facsimile to any address of the recipient stated in the Form, or to such address as the Buyer and Company may from time to time notify to each other its address for service of notices. Notices shall be deemed to be received if sent by hand or courier, on delivery, if sent by post, on the second day following the day of posting, and if sent by facsimile, on completion of uninterrupted transmissions.

18.     ACCESS TO THE PREMISES

Where the Company is to provide any installation services in respect to the Goods, the Buyer shall provide the Company and its servants and agents with access to the premises to carry out these services, and shall ensure that reasonable assistance is given to ensure safe access, that adequate warning is given of any hazards, and that the site complies with all statutory safety requirements.

19.     GOVERNING LAW

The Contract shall be governed by and construed in accordance with the laws of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England.

20.     ISOQAR REGISTRATION

The Company is a registered ISOQAR Company and complies with BS EN ISO 9001:2015 in respect of the following goods and services provided by it: multi layered seals, thermal insulation jacket systems and specialist passive fire protection systems.  The Buyer is notified that and hereby acknowledges that any goods or services not listed above may not have necessary been produced or provided within the ISOQAR system for the registration of firms of assessed capability; however, they are subject to inspection procedures in accordance with this standard.

Amendment 3 (13.06.2023)