Meztec

Terms and Conditions of Trade

Meztec Terms and Conditions of Trade

1 GENERAL

1.1 In these conditions:

1.1.1 The following expressions shall have the following meanings:

`Buyer’ – the individual firm company or other party from whom an order to supply is received by MEZTEC.

`Conditions’ – the standard terms and conditions of sale of MEZTEC as set out herein and includes any additional terms and conditions of sale agreed in writing by MEZTEC.

`Contract’ – a contract for the supply of Products/services by MEZTEC to the Buyer.

`Date of Delivery’ – the date on which the delivery of the Products/services take place pursuant to Condition 6.

`Products/Services’ – the products/services which MEZTEC is to supply under the Contract.

`MEZTEC’ and any subsidiary or holding company or associate.

1.1.2 Words importing the singular number shall include the plural and vice versa, words importing one gender shall include all genders, and words importing persons shall include bodies, corporate, unincorporated associations and partnerships.

1.2 If satisfactory references on the Buyer are not provided within seven days of a request therefore by MEZTEC, MEZTEC may terminate the Contract without liability.

1.3 MEZTEC reserves the right to assign or sub-contact the Contract or any part thereof. The Buyer shall not be entitled to assign the benefit of the Contract without the consent in writing of MEZTEC.

1.4 If at any time any one or more of the provisions or part thereof of these Conditions becomes or is held by a court to be invalid, illegal or unenforceable in any respect under any law, the validity and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

1.5 No waiver by MEZTEC of any breach of any provisions of the Contact by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision and MEZTEC shall not be prejudiced by any forbearance or indulgence granted by it to the Buyer.

  1. ORDERS, ACKNOWLEGEMENTS AND VARIATIONS

2.1 Notwithstanding that MEZTEC may have given a detailed quotation or estimate either verbally or in writing no order shall be bound on MEZTEC unless and until it has been acknowledged in writing by MEZTEC or the Products/services are delivered by MEZTEC to the Buyer pursuant to the order.

2.2 These Conditions are incorporated in the Contract and contain the entire obligations between MEZTEC and the Buyer. In the case of any inconsistency between any letter or quotation incorporating or referring to these Conditions and any order, letter or form or contact sent by the Buyer to MEZTEC, whatever may be their respective dates, the provisions of these Conditions shall prevail. In the event of MEZTEC entering into the Contract without MEZTEC having submitted a written quotation or other letter or document incorporating or referring to these Conditions but in circumstances where the Buyer has had prior notice of these Conditions then all Products/services supplied shall be subject to these Conditions.

2.3 No variation of the Contract of the Buyer shall be binding upon MEZTEC unless made in writing and signed on behalf of MEZTEC.

2.4 Any representations (except fraudulent misrepresentations) or warranties made by or on behalf of MEZTEC prior to the Contract (whether verbally or in writing, including without limitation, any catalogue published by MEZTEC or by any other person) are hereby expressly excluded and shall be of no effect.

  1. DESCRIPTION

3.1 To enable MEZTEC to pursue its policy of continuous improvement of its products MEZTEC reserves the right to amend the specification of the Products/services from time to time whether before or after the making of the Contract.

  1. DESIGNS AND INTELLECTUAL PROPERTY

4.1 Unless otherwise agreed in writing, MEZTEC will be the sole owner of the copyright in all documents and drawings made or produced by it in preparing a quotation for the Buyer or in the course of work on any Contract with the Buyer.

  1. PRICE

5.1 MEZTEC shall be entitled to adjust the Contract price of the Products/services whether before or after the making of the Contract in the event of any variation in the cost to MEZTEC of supplying the same or any part thereof caused by any reason whatsoever beyond the control of MEZTEC and MEZTEC’s written certificate of such variation shall be conclusive evidence of such variation and the extent thereof.

5.2 Unless otherwise agreed in writing, MEZTEC’s quotation does not include VAT nor the cost of packaging, loading, carriage, insurance, off-loading or installation which should be arranged by the Buyer at its sole risk and expense.

  1. DELIVERY

6.1 Delivery of Products/services shall be deemed to be effected by MEZTEC at the following times:

6.1.1 Where Products/services are delivered by MEZTEC, when the same arrive prior to unloading at the Buyer’s premises or at the premises nominated by the Buyer or at the nearest accessible road point to such premises.

6.1.2 Where Products/services are delivered by an independent carrier, at the time of loading onto the carrier’s vehicle.

6.1.3 Where Products/services are to be collected by or on behalf of the Buyer by its servants or agents, when the same are collected or when MEZTEC notifies the Buyer that the same are ready for collection.

6.2 Whilst MEZTEC will make every reasonable effort to complete the Contract by the date(s) therein specified for delivery of Products/services such date(s) shall only constitute the times by which MEZTEC expects to effect such delivery but the time for performance of the Contract by MEZTEC shall not be of the essence of the Contract, MEZTEC’s failure to so deliver by the due date(s) shall not constitute a breach of Contract and MEZTEC shall not in any circumstances be responsible for any direct or consequential loss or damage of any kind whatsoever resulting there from. MEZTEC may wholly or partly suspend deliveries of Products/services unless the Buyer shall accept late delivery of such Products/services unless the Buyer has cancelled the Contract in accordance with the provisions of Condition 9.2.

  1. QUANTITIES INSTALMENTS AND STORAGE

7.1 Where Products/services are delivered by instalments each instalment shall be deemed to be sold under a separate Contract and no default in respect of any one instalment shall affect due performance of the Contract as regards other instalments.

7.2 MEZTEC will endeavour to deliver the quantity of Products/services ordered. If there is a surplus or shortage of Products/services which is so slight that it would be unreasonable for the Buyer to reject delivery of them the Buyer shall be deemed to have accepted the Products/services and shall pay for the actual quantity delivery.

7.3 The Buyer shall indemnify and keep indemnified MEZTEC in full against all costs, losses, damages and expenses whatsoever arising in connection with the storage of the Products/services if MEZTEC shall be prevented from delivering any of the Products/services in accordance with the Contract as a result of delay or default on the part of the Buyer or any reason beyond MEZTEC’s reasonable contract and such costs, losses , damages and expenses will be added to and form and the part of the price of the Products/services. MEZTEC shall be entitled in its absolute discretion and without giving prior notice to the Buyer at the expiration of 3 months to sell or otherwise dispose of Products/services kept in storage.

  1. TERMS OF PAYMENT

8.1 Unless otherwise agreed the price shall be due and payable at MEZTEC’s offices in sterling 30 days after the date of MEZTEC’s invoice provided that MEZTEC reserves the right to require payment prior to delivery of the Products/services or on sending notification that the Products/services are in a deliverable state or if the Buyer has previously failed to make any payment owing to MEZTEC on the due date.

8.2 If the Buyer does not pay the whole or any part of the price on the required day then the Buyer shall pay to MEZTEC interest and charges as detailed in the Late Payment of Commercial Debts (Interest) Act 1998, which shall accrue on a daily basis.

8.3 So long as any payment due from the Buyer to MEZTEC is outstanding, whether under the same or any other Contract or transactions, MEZTEC shall have a general lien on any Products/services and any other property of the Buyer in its possession for whatever purpose and whether worked upon or not. MEZTEC shall be entitled on the expiration of not less than 14 days notice in writing to the Buyer to dispose of such property and to apply the proceeds towards satisfaction of such debts.

8.4 The Buyer shall not be entitled to withhold payment of any amount due to MEZTEC by reason of any disputed claim by the Buyer in connection with the Contract nor shall the Buyer be entitled to set off against any amount payable under the Contracts to MEZTEC any amount which is not then due and payable by MEZTEC or for which MEZTEC disputes liability.

8.5 MEZTEC reserves the right to pass overdue invoices to a third party for collection. Any costs, fees or disbursements incurred in respect of overdue invoices will be charged to the Buyer. Once a debt has been passed to the debt recovery company all correspondence in relation to the unpaid debt is to be made direct with them.

  1. SUSPENSION AND CANCELLATION

9.1 If the Buyer shall commit any breach of the Contract and fail to remedy the same within 7 days of receiving MEZTEC’s request in writing so to do or any distress or execution is levied upon any products/services or property of the Buyer or the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being an incorporated company) passes a resolution for winding up (otherwise than for the purpose of amalgamation or reconstruction), or a Court makes and order to that effect, or an encumbrancer takes possession, or an administrative receiver or receiver is appointed, of any of the property or assets of the Buyer, or the Buyer ceases or threatens to case, to carry on business or is unable to pay its debts within the meaning of section 123 Insolvency Act 1986, or MEZTEC reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly, MEZTEC may: (a) stop any Products/services in transit and suspend further deliveries and/or (b) suspend work on the Contract and/or (c) hold by way of a general lien all materials or other property of the Buyer in the possession of MEZTEC and/or (d) determine the Contract forthwith; and if the Products/services, or any part of them have been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

9.2 In the event of MEZTEC other than in any of the circumstances set out in Condition 9.1 being prevented or hindered from completing the Contract either wholly or in part in accordance with the terms thereof for any reason beyond its reasonable control then further performance of the Contract shall be suspended for the period during which MEZTEC is so prevented provided that in the event of the Contract being suspended for a continuous period of more than 3 months than either party may give the other notice in to terminate the Contract forthwith and in such circumstances the Buyer shall pay for all Products/services supplied to the date of such termination such payment to be made on or before the last day of the month following the month during which termination was effected. MEZTEC shall be under no liability whatsoever to the Buyer for any direct, indirect or consequential loss or damage suffered by the Buyer as a result of MEZTEC’s inability to perform its obligations under the Contract in these circumstances.

9.3 The termination of the Contract for whatever reason will be without prejudice to the rights and duties of either party accrued prior to termination.

  1. CLAIMS FOR DAMAGE IN TRANSIT/DEFECTS

10.1 The Buyer shall inspect the Products/services within 7 days of Delivery and whether or not the Buyer carries out such obligation to inspect no claims for non-delivery, shortages in quantity of units delivered, defective Products/services, partial loss or damage to Products/services will be accepted by MEZTEC unless:

a) they are notified in writing by the Buyer to MEZTEC within 7 days after the Date of Delivery (in the case of partial loss, damage or defective Products/services) or 14 days after the date of the invoice (in the case of non-delivery) and (b) the Products/services in respect of which a claim is made together with the packaging are preserved intact as received and at the Buyer’s risk for a period of 21 days from notification of any such claim and (c) the Buyer permits MEZTEC or its servants or agents full and free right of access to inspect the Products/services and investigate the claim.

10.2 If the Buyer fails to give the appropriate notice as specified in Condition 10.1 the Buyer’s claim will be deemed to have been waived and will be absolutely barred.

10.3 Section 3 Sale and Supply of Products/services Act 1994 shall not apply.

  1. WARRANTY

11.1 Where Products/services are supplied by MEZTEC but manufactured by a third party, MEZTEC shall use its best endeavours to pass on to the Buyer any benefits relating to warranties in respect of or guarantees of such Products/services which MEZTEC has under contract with that third party. MEZTEC shall have no liability in respect of defects in the Products/services which result from the manufacture, design, materials or workmanship of that third party and except as aforesaid, any warranties, conditions or undertakings (whether express or implied by statute, common law or otherwise) howsoever in respect of such Products/services are, subject to section 6(1) Unfair Contract Terms Act 1977, hereby expressly excluded.

11.2 In substitution for all any other rights which the Buyer might or would have against MEZTEC but for these Conditions, and subject to Conditions 10.1 and 11.1, MEZTEC shall make good by replacement or, at its option, repair any failure (fair wear and tear excepted) in the Products/services which, under conditions of proper use and maintenance, results from defects in MEZTEC’s manufacture, design, materials or workmanship and which appears not later than 12 months after the Date of Delivery.

11.3 Notwithstanding the provisions of Condition 11.2, the case of claim falling within Conditions 11.2, MEZTEC reserves the right at its sole discretion to credit the Buyer in full the price paid by the Buyer to MEZTEC.

11.4 MEZTEC’s liability under this Condition shall automatically case if: (a) the Buyer is in breach of this or any other contact made with MEZTEC: or (b) MEZTEC or its servants or agents are denied full and free right of access to the allegedly defective Products/services; or (c) the Products/services have been treated improperly or in a way which has contributed to the defect (whether before or after a defect is detected).

11.5 The warranty set out in Condition 11.2 shall be in lieu of any warranties conditions or undertakings whether express or implied by statute, common law or otherwise howsoever which warranties, conditions and undertakings are hereby expressly excluded, except that such exclusions will not apply to any implied condition that MEZTEC has or will have the right to sell the Products/services when the property is to pass.

11.6 Nothing in these Conditions excludes or limits the liability of MEZTEC for death or personal injury caused by MEZTEC’s negligence or fraudulent misrepresentation.

11.7 Save as provided in Condition 11.6, MEZTEC shall not be liable to the Buyer for any direct, indirect, or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses, or other claims for consequential compensation whatsoever (however caused) which arise out of or in connection with the contract.

11.8 In the event that notwithstanding the other provisions of these MEZTEC is found liable for any loss or damage suffered by

11.9 The Buyer, MEZTEC’s total liability in contact, tort (including negligence or breach of statutory duty), misrepresentation or otherwise arising in connection with the performance or contemplated performance of the Contract shall be limited to the contract price.

11.10 Where the Products/services are sold under a consumer sale (as defined by the Sale of Products/services Act 1979) the statutory rights of the Buyer are not affect by these conditions.

  1. TITLE TO PRODUCTS/SERVICES

12.1 Until payment in full of all monies due and owing by the Buyer to MEZTEC on any account whatsoever has been received full legal and beneficial ownership of the Products/services shall be retained by MEZTEC notwithstanding that the risk in the same shall pass to the Buyer at the time of delivery.

12.2 Until ownership of the Products/services has passed to the Buyer the Buyer shall hold the Products/services in a fiduciary capacity and as bailey of the Seller and shall at all times take proper care of the same and will not obliterate or obscure any identifying mark on the Products/services or their packaging and will keep the Products/services separate from any other products/services and in such manner that they may be clearly identified as premises at any time during the continuation of the Contract to check that the Buyer is complying with the obligation contained in this Condition or where the Buyer’s right to possession has request whether verbally or in writing so to do prior to payment in full as aforesaid having been made and the Seller will then repay any part of the purchase price it has already received in respect of the Products/services less a reasonable amount in respect of its costs and expenses in connection with the Contract.

12.3 The Buyer’s right to possession of the Products/services shall terminate immediately if:-

12.3.1 a receiver or administrative receiver is appointed over the whole or any part of the assets or the undertaking of the Buyer or a winding up order is made against the Buyer or the Buyer goes into voluntary liquidation (except solely for the purpose of reconstruction or amalgamation) or calls a meeting or makes any arrangement with its creditors or becomes subject to an administration order or becomes bankrupt; or

12.3.2 the Buyer pledges or in any way charges by way of security for indebtedness the whole or any part of the Products/services; or

12.3.3 the Contract terminates.

13 RISK AND INSURANCE

13.1 The risk in the Products/services shall pass to the Buyer at the time of delivery as provided for in Condition 6. Notwithstanding the reservation of title contained in Condition 12, the Buyer shall insure the Products/services, and/or any products made wholly or partly there from for the full amount of the price payable under the Contract from the time of delivery of the Products/services until the date title in the Products/services passes to the Buyer pursuant to Condition 12.

  1. NOTICES

14.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

14.2 Any notice given pursuant to Condition 14.1 shall be deemed to have been served if delivered by hand, on the first Business Day following delivery; if sent by post, on the third Business Day after posting if the address of the recipient is in the country of despatch, otherwise on the seventh Business Day after posting; if sent by facsimile transmission, on the first Business Day following successful transmission.

Continuing to trade with MEZTEC signifies acceptance of these conditions.