1.1 “Acknowledgment of Order” the written acceptance of the Order by the Supplier.
1.2 “Conditions” means the terms and conditions set out in this document as may be varied from time to time in accordance with clauses 3.5 or 18.5.
1.3 “Customer” the person or entity who purchases Goods from the Supplier and shall include any person acting on behalf of and with the authority of such person or entity.
1.4 “Goods” the Goods (or any part of them) as described in the Order.
1.5 “Order” the Customer’s order for Goods, as set out in the Customer’s purchase order form.
1.6 “Price” means the cost of the Goods as agreed in accordance with clause  of this contract.
1.7 “Specification” any specification for the Goods, including related plans and drawings, that are agreed between the Supplier and the Customer.
1.8 “Supplier” M. R. Machine Knives Ltd (registered in England and Wales with company number 06611498 whose registered office is at The Hart Shaw Building, Europa Link, Sheffield Business Park, Sheffield, South Yorkshire, S9 1XU) its successors and assigns or any person acting on behalf of and with the authority of M. R. Machine Knives Ltd.
2.1 A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
2.2 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
2.3 A reference to writing or written does not include faxes and, unless otherwise stated, emails.
3.1 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Customer or on its behalf are complete and accurate.
3.2 These Conditions apply to the exclusion of any other terms that the Customer may seek to impose or incorporate, or which may be implied by trade, custom, practice or course of dealings.
3.3 Where more than one Customer has entered into this contract, the Customers shall be jointly and severally liable for all payments of the Price.
3.4 The Order shall only be deemed to be accepted when the Supplier issues an Acknowledgment of Order (which may be made by email) to the Customer.
3.5 Once this contact has been entered into it may only be amended with the written consent of the Supplier (which may be given by email).
3.6 The Customer undertakes to give the Supplier at least fourteen (14) days written notice of any change in the Customer’s name, address and/or any other change in the Customer’s details.
3.7 Any samples, drawings, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of this contract nor have any contractual force.
4.1 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Supplier’s use of the Specification. This clause 4.1 shall survive termination of this contract.
4.2 The Supplier reserves the right to amend the Specification if required by any applicable statutory or regulatory requirements.
5. Price and Payment
5.1 The Price shall be the price set out in the Acknowledgment of Order, or if no price is quoted, the price set out in the Supplier’s published price list at the time of acceptance of the Order by the Supplier.
- The Supplier reserves the right to change the Price prior to delivery of them to reflect any increase in the cost of the Goods arising from:
(a) any factor beyond the Supplier’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
(c) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
- Time for payment for the Goods and any delivery costs shall be of the essence and will be stated on the invoice. If no time is stated then payment shall be due thirty (30) days following the date of the invoice in cleared funds unless otherwise agreed with the Supplier.
- Unless agreed otherwise with the Supplier, payment of the Price and an delivery costs for the Goods must be made in advance of delivery in cleared funds to the bank account nominated in writing by the Supplier.
- Where a Customer is using a credit facility provided by the Supplier, the Customer must make payment of the Price and an delivery costs in accordance with the terms of that credit facility.
- VAT and other taxes and duties on the Goods or their delivery that may be applicable shall be added to the Price except when they are expressly included in the Price.
6. Delivery of Goods
6.1 The Supplier shall deliver the Goods to the location set out in the Acknowledgment of Order, or such other location as may be agreed between the parties from time to time, (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.
6.2 Delivery is completed on loading of the Goods in the case of collection by the Customer from the Supplier’s premises and on unloading of the Goods in the case of delivery to a location other than the Supplier’s premises.
6.3 Where the Delivery Location is other than Supplier’s premises, the Customer shall be responsible for the costs of delivery which shall be payable to the Supplier in addition to the Price.
- The Customer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery. In the event that the Customer is unable or otherwise fails to take delivery of the Goods as arranged (other than as a result of a breach of these Conditions by the Supplier) then the Supplier shall be entitled to charge a reasonable fee for re-delivery and storing the Goods in the interim (including insurance).
- If within 10 days of the Goods first being due to be delivered, the Customer has not taken delivery of the Goods, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
- Any dates quoted for delivery are approximate only and time for delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by circumstances outside of its control or the Customer failing to provide adequate delivery instructions or other instructions necessary for the supply of the Goods.
- Subject to clause 6.5, if the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.
- The Supplier may deliver the Goods by separate installments. Each separate installment may be invoiced separately and then otherwise paid for in accordance with the provisions in these Conditions.
- The Customer shall take delivery of the Goods tendered notwithstanding that the quantity so delivered shall be either greater or lesser than the quantity purchased provided that:
(a) such discrepancy in quantity shall not exceed 10%; and
(b) the Price shall be adjusted pro-rata to the discrepancy.
6.10 The failure of the Supplier to deliver any Goods on any given delivery date shall not entitle either party to treat this contract as repudiated.
6.12 Where the Goods our being exported to a country outside the UK, the Customer is responsible for ensuring that it obtains all appropriate licences, approvals and consents that may be applicable to allow such export. The Customer is responsible for complying with all applicable laws and regulations of the country for which the Goods are destined.
7.1 All risk for the Goods passes to the Customer on delivery or where the Customer fails to take delivery of the Goods (other than due to a breach of these Conditions by the Supplier) upon such failure to take delivery.
7.2 If any of the Goods are damaged or destroyed following risk in the Goods passing to the Customer but prior to ownership passing to the Customer, the Supplier is entitled to receive all insurance proceeds payable for the Goods. The production of these Conditions by the Supplier is sufficient evidence of the Supplier’s rights to receive the insurance proceeds without the need for any person dealing with the Supplier to make further enquiries.
8.1 Ownership of the Goods shall not pass until:
- the Customer has paid in cash and cleared funds all amounts owing for the particular Goods; and
- the Customer has met all other obligations due by the Customer to the Supplier in respect of all contracts between the Supplier and the Customer, or
- the Customer resells the Goods in the ordinary course of its business in which case title shall pass to the Goods immediately before such resale occurs.
- Subject to the Customer’s rights under clause 8.4, until title to the Goods passes to the Customer, the Customer shall:
- store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;
- not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
- maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
- notify the Supplier immediately if it becomes subject to any of the events listed in clause 12.5 and
- give the Supplier such information relating to the Goods as the Supplier may require from time to time.
8.3 The Customer is only a bailee of the Goods and until such time as the Supplier has received payment in full for the Goods:
- the Customer shall hold any proceeds from the sale or disposal of the Goods on trust for the Supplier; and
- the Customer shall not deal with the money of the Supplier in any way which may be adverse to the Supplier; and
- the Customer shall not charge the Goods in any way nor, subject to clause 8.4, grant nor otherwise give any interest in the Goods while they remain the property of the Supplier; and
- the Supplier can issue proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods may not have passed to the Customer; and
- until such time that ownership in the Goods passes to the Customer, if the Goods are converted into other products, the parties agree that the Supplier will be the owner of the end products.
8.4 Subject to clause 8.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:
(a) it does so as principal and not as the Supplier’s agent; and
(b) title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.
8.5 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 12.5, then, without limiting any other right or remedy the Supplier may have:
(a) the Customer’s right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
(b) the Supplier may at any time:
(i) require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and
(ii) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
(iii) stop the Goods in transit in order to recover them whether or not delivery has been made.
9.1 The Customer shall inspect the Goods within seven (7) of completion of delivery (Inspection Period) and the Supplier shall not be liable for any alleged defect, shortage in quantity or damage with or to the Goods (other than latent defects) unless the Customer notifies the Supplier in writing of the same no later than 5 days following the end of the Inspection Period.
9.2 Should any latent defect be discovered by the Customer it must notify the Supplier of the same in writing no later than 5 days following such discovery
9.3 Following any notice given by the Customer in accordance with clause 9.1 or 9.2, the Customer shall afford the Supplier such opportunities to inspect the Goods as the Supplier may reasonably require. If the Customer shall fail to comply with these provisions the Goods shall be presumed to be free from any defect or damage.
9.4 No Goods shall be accepted for return except in accordance with clause 9.3 above.
9.5 The Supplier at its sole discretion may not accept the return of non-defective Goods for credit or refund.
9.6 If the Customer gives notice in writing to the Supplier pursuant to clauses 9.1 or 9.2 and provided that:
(b) the Supplier is given a reasonable opportunity of examining such Goods in accordance with clause 9.3; and
(c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Customer’s cost,
then Supplier shall, at its option, repair or replace any Goods found to be defective, or refund the price of such defective Goods in full.
9.7 The Supplier shall not be liable for any defects in the Goods’ in any of the following events:
(a) the Customer makes any further use of such Goods after giving notice in accordance with clause 9.1 or 9.2;
(b) the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
(c) the defect arises as a result of the Supplier following any drawing, design or Specification supplied by the Customer;
(d) the Customer alters or repairs such Goods without the written consent of the Supplier;
(e) the defect arises as a result of fair wear and tear, willful damage, negligence, or abnormal storage or working conditions; or
(f) the Goods differ from their description or the Specification (as relevant) as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
9.8 Except as provided in this clause 9, the Supplier shall have no liability to the Customer in respect of defective Goods.
9.9 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from this contract.
9.10 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
11. Intellectual Property
11.1 Where the Supplier has designed, drawn or written Goods for the Customer, then the copyright, design rights any other intellectual property rights in those designs, drawings and Goods shall remain vested in the Supplier, and shall only be used by the Customer at the Supplier’s discretion.
11.2 The Customer hereby grants the Supplier a worldwide, royalty free, perpetual, assignable and sub-licensable licence to use any Specifications supplied by the Customer for any purpose whatsoever.
12. Default & Consequences of Default
12.1 Interest on any payments owed to the Supplier by the Customer pursuant to these Conditions accrue from the date when payment becomes due daily until the date of payment at a rate of 2.5% per calendar month and such interest shall compound monthly at such a rate after as well as before any judgment.
12.2 The Supplier may charge interest on overdue invoices in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
12.3 If the Customer defaults in payment of any invoice when due, the Customer shall indemnify the Supplier from and against all costs and disbursements incurred by the Supplier in pursuing the debt including legal costs on a solicitor and own client basis and the Supplier’s collection agency costs.
12.4 If any account remains overdue after sixty (60) days then an amount of ₤20.00 shall be levied as an administration fee and shall be levied for each month that the account remains overdue, which sums shall become immediately due and payable.
12.5 Without prejudice to the Supplier’s other remedies at law the Supplier shall be entitled to cancel or suspend (at its sole discretion) all or any part of any order of the Customer which remains unperformed by the Supplier and all amounts owing to the Supplier shall, whether or not due for payment, become immediately payable in the event that:
- any money payable to the Supplier by the Customer becomes overdue, or in the Supplier’s opinion the Customer will be unable to meet its payments as they fall due; or
- the Customer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
- a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer; or
- the Customer is in material breach of the terms of this contract and (if that breach is remediable) such breach is not remedied within 5 days of it being notified to do so.
12.6 On termination of this contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest.
12.7 Termination of this contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this contract that existed at or before the date of termination.
12.8 Any provision of this contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
13. Security and Charge
13.1 Despite anything to the contrary contained herein or any other rights which the Supplier may have howsoever:
- where the Customer is the owner of land, realty or any other asset capable of being charged, the Customer agrees to mortgage and/or charge all of its joint and/or several interests in the said land, realty or any other asset to the Supplier or the Supplier’s nominee to secure all amounts and other monetary obligations payable under these Conditions. The Customer acknowledges and agree that the Supplier (or the Supplier’s nominee) shall be entitled to lodge where appropriate a caveat, which caveat shall be released once all payments and other monetary obligations payable here-under have been met.
- should the Supplier elect to proceed in any manner in accordance with this clause and/or its sub-clauses, the Customer shall indemnify the Supplier from and against all the Supplier’s costs and disbursements including legal costs on a solicitor and own client basis.
- The Customer agrees to irrevocably nominate constitute and appoint the Supplier or the Supplier’s nominee as the Customer’s true and lawful attorney to perform all necessary acts to give effect to the provisions of this clause 13.1.
14.1 The Supplier may cancel this contract at any time before the Goods are delivered by giving written notice. On giving such notice the Supplier shall repay to the Customer any sums paid in respect of the Price. The Supplier shall not be liable for any loss or damage whatever arising from such cancellation.
14.2 Cancellation of orders for Goods will not be accepted once the order has been accepted by the Supplier, including Goods made to the Customer’s Specifications or non-stock list items.
15. Data Protection Act 1998
15.1 The Customer authorises the Supplier to:
- collect, retain and use any information about the Customer, for the purpose of assessing the Customer’s creditworthiness or marketing products and services to the Customer; and
- to disclose information about the Customer, whether collected by the Supplier from the Customer directly or obtained by the Supplier from any other source, to any other credit provider or any credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection or of listing a default by the Customer on publicly accessible credit reporting databases.
- The Supplier may also use information about the Customer to monitor and analyse its business. In this connection, the Customer authorises the Supplier to disclose personal information to agents or third parties engaged by the Supplier.
- The Customer consents to the transfer of information outside of the European Economic Area for the purposes listed above.
- Where the Customer is an individual the authorities under (clause 15.1) are authorities or consents for the purposes of the Data Protection Act 1998.
- The Customer shall have the right to request the Supplier for a copy of the information about the Customer retained by the Supplier and the right to request the Supplier to correct any incorrect information about the Customer held by the Supplier.
16. Limitation of Liability
16.1 The Supplier shall be under no liability whatever to the Customer for any indirect or consequential loss and/or expense (including loss of profit or goodwill) suffered by the Customer or any third party arising out of a breach by the Supplier of these Conditions.
16.2 Except as otherwise provided, in the event of any breach of this contract by the Supplier the remedies of the Customer shall be limited to damages and the Supplier’s liability (if any) whether in contract, tort or otherwise in respect of any defect in the Goods, or for any breach of these Conditions, or of any duty owed to the Customer in connection with them shall be limited to the amount of the Price.
16.3 For the avoidance of doubt, nothing in these Conditions shall exclude or restrict the Supplier’s liability for:
(a) death or personal injury to that person resulting from the Supplier’s negligence, or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by s12 of the Sale of Goods Act 1979;
(d) any other matter of which it would be unlawful for the Supplier to exclude liability.
17. Contacting the Supplier
17.1 The Supplier may be contacted at:
(a) its business premises which is at Manor Drive, Dinnington, Sheffield, S25 3QU, United Kingdom;
(b) the following email addresses:
General Enquiries: firstname.lastname@example.org
Accounts Dept: email@example.com
Sales Dept: firstname.lastname@example.org
Orders Dept: email@example.com
18.1 If any provision or part-provision of this contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this contract.
18.2 These Conditions and any contract to which they apply shall be governed by the laws of England and Wales and are subject to the jurisdiction of the courts of England and Wales.
18.3 The Customer shall not be entitled to set off against or deduct from the Price any sums owed or claimed to be owed to the Customer by the Supplier.
18.4 The Supplier may assign, novate, license or sub-contract all or any part of its rights and obligations under this contract without the Customer’s consent. The Customer may not assign, novate, license or sub-contract any part of its rights and obligations under this contract.
18.5 The Supplier reserves the right to review these Conditions at any time. If, following any such review, there is to be any change to these Conditions, then that change will take effect from the date on which the Supplier notifies the Customer of such change other than in respect of Goods already agreed to be provided to the Customer before the date of such notification which shall be supplied under the Conditions in existence on the date that the relevant Order was made.
18.6 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock out, industrial action, fire, flood, drought, storm or other event beyond the reasonable control of either party.
18.7 No one other than a party to this contract and their permitted assignees shall have any right to enforce any of its terms.
18.8 This contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
18.9 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this contract.
18.10 No failure or delay by a party to exercise any right or remedy provided under this contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
18.11 The Supplier’s VAT registration number is 939313313.
18.12 These Conditions and contract are made only in the English language.