Mewett Polyurethane Limited : Terms & Conditions
Mewett Polyurethane Limited – TERMS AND CONDITIONS OF SALE
1. Unless otherwise agreed in writing, these Terms & Conditions (“TERMS”) shall apply to all business conducted between Mewett Polyurethane Limited (“MEWETT”) and the customer (“CUSTOMER”) and override any terms and conditions stipulated, incorporated or referred to by the CUSTOMER in its negotiations/order/instructions to proceed/acceptance of quotation. These TERMS and any terms contained in a MEWETT quotation (“CONTRACT”) constitute the entire agreement between the parties. The CUSTOMER acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of MEWETT which is not set out in the CONTRACT and hereby waives any rights and remedies which it may have in respect of the same.
2. Estimates/Quotations and Cancellations are subject to the following conditions:
2. 2.1 Any MEWETT estimate/quotation is exclusive of freight / delivery, insurance and VAT, all of which must be paid by the CUSTOMER, unless specified otherwise by MEWETT.
2.2 Acceptance of any MEWETT quotation is required in writing before commencement of work together with a CUSTOMER purchase order reference number.
2.3 Estimates are given for guideline purposes. Only MEWETT quotations shall be honoured by MEWETT.
2.4 MEWETT reserves the right to increase any price agreed between MEWETT and the CUSTOMER in the event of (a) any request by the CUSTOMER to change the delivery date(s) or the specification and/or (b) increased costs occurring as a result of circumstances beyond MEWETT’s control and/or (c) failure of the CUSTOMER to give MEWETT adequate and/or accurate information and/or instructions.
2.5 If the CUSTOMER cancels its order any time prior to delivery, the CUSTOMER shall be liable to MEWETT for the losses suffered and expenses incurred by MEWETT as a result of the cancellation including (but not limited to) MEWETT’s labour costs, the costs of MEWETT’s time and materials and any other costs whatsoever associated with the loss of the order whether direct, indirect, special and/or consequential.
3. Conditions for Payment and Interest:
3. 3.1 The CUSTOMER shall pay all invoices in full and in cleared funds in accordance with the payment terms set out in the MEWETT quotation.
3.2 Interest at the rate of 8% over Lloyds TSB Bank base rate, calculated on a daily basis from the date of invoice, shall be charged on all invoices which remain unpaid after their due date.
4. Conditions for Method of Delivery:
4.4.1 Method of delivery is at the discretion of MEWETT unless otherwise specified in writing.
4.2 Delivery of the goods shall be to a location agreed between the parties
5. Conditions for title to and risk in the goods:
5. 5.1 Title to the goods shall not pass to the CUSTOMER until MEWETT has received payment in full (in cash or cleared funds) for the goods and all other sums which are or which become due to MEWETT from the CUSTOMER under other existing CONTRACTS.
5.2 Risk in the goods shall pass to the CUSTOMER immediately on delivery to the CUSTOMER.
5.3 Until title to the goods passes to the CUSTOMER, the CUSTOMER shall:
5.3.1 hold the goods at its own cost on a fiduciary basis as MEWETT’s bailee.
5.3.2 keep the goods safe and insured against all risks for their full price from the date of delivery.
5.4 In the event of non-payment MEWETT may (in addition to any other rights or remedy) require the CUSTOMER to deliver up the goods and, if the CUSTOMER fails to do so promptly, enter any land or buildings where the goods are located and repossess and sell the goods.
6. All goods and services sold and supplied by MEWETT are subject to the following conditions:
6.1 The CUSTOMER warrants that it has all the necessary rights, consents, authority and licences to enter into the CONTRACT.
6.2 Ownership of all INTELLECTUAL PROPERTY RIGHTS relating to a design, drawing, manufacture or specification developed by MEWETT are the property of MEWETT. The CUSTOMER acknowledges that where INTELLECTUAL PROPERTY RIGHTS are created and/or developed by and/or on behalf of MEWETT during and/or in connection with the manufacturing process (INTELLECTUAL PROPERTY RIGHTS) MEWETT shall own and be entitled to use that INTELLECTUAL PROPERTY RIGHTS as it so wishes, including to manufacture and supply goods to third party customers. For the purposes of this clause 6, “INTELLECTUAL PROPERTY RIGHTS” means all patents, copyrights and related rights, design rights, rights in designs, trade marks, service marks, trade secrets, know-how, database rights and other rights in the nature of intellectual property rights (whether registered or unregistered) and all applications for the same, anywhere in the world.
6.3 The CUSTOMER shall (and the CUSTOMER will procure that its assignees, licensees and successors in title shall) indemnify MEWETT against all actions, claims, proceedings, liabilities, costs, expenses, damages and losses whatsoever (including any direct, indirect and/or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered and/or incurred by MEWETT in connection with any claim made against MEWETT for actual or alleged infringement (including but not limited to the defence of such alleged infringement) of a third party’s INTELLECTUAL PROPERTY RIGHTS in connection with and/or relating to the manufacture of the goods by and/or on behalf of MP in accordance with any design, drawing, information or specification requested or supplied by the CUSTOMER, including their sale and/or supply to the CUSTOMER and/or their use and/or exploitation by the CUSTOMER and/or any third party. This clause 6.3 shall survive termination of the CONTRACT.
6.4 “customer tooling” – all moulds or jigs specially made for customers are categorised as customer tooling. Such moulds or jigs made pursuant to customer tooling, made whether to MEWETT’s designs or those of the customer, belong to the customer but may be retained at MEWETT’s premises wherever situate, for storage purposes merely between orders, but MEWETT accept no liability or responsibility whatsoever due to fire or other damage whosoever caused whether from insured or non insured risks or factors.
7. MEWETT warrants that on delivery the goods shall conform with the MEWETT quotation unless otherwise specified in writing and the following conditions shall apply:
7.1 All claims against MEWETT must be notified in writing to MEWETT within 24 hours of discovery and no later than 30 days after despatch of goods by MEWETT.
7.2 No claim shall be considered unless MEWETT is given the opportunity to examine the goods delivered if it so wishes.
7.3 Evidence of misuse, alteration or interference by the CUSTOMER or any third party shall invalidate any such claim.
7.4 In the event of a claim in respect of defective or sub-standard workmanship or materials MEWETT’s liability (if any) shall be strictly confined to replacement of the defective parts manufactured or sold by MEWETT.
7.5 In the event of the CUSTOMER acquiring goods from or through MEWETT which MEWETT has acquired from a manufacturer/agent (“UNITS”), irrespective of whether such UNITS are used by MEWETT as a component part of a larger item ordered by the CUSTOMER or sold in their entirety, MEWETT gives no warranty in respect of the UNITS. MEWETT will, so far as it is possible, pass on to the CUSTOMER the benefits of any manufacturer’s warranty and the liability of MEWETT to the CUSTOMER, in respect of the UNITS, shall not exceed the sums (if any) which MEWETT is able to recover from the manufacturer/agent of the UNITS.
7.6 Save for the provisions of clauses 7.4 and 7.5 and any claims for death or personal injury caused by negligence, MEWETT shall not have any liability to the CUSTOMER (howsoever arising, including any liability in tort) under or in connection with the CONTRACT for any loss or damage (whether direct or indirect) incurred for any reason whatsoever howsoever or whenever arising including, without limitation, for any loss of profits or contracts, loss of income, loss of business and/or losses or liabilities under or in relation to any other contract, in each case whether direct, indirect, special and/or consequential loss or damage.
7.7 MEWETT shall not be liable for any claim arising as a result of MEWETT following any drawing, design or specification supplied by the CUSTOMER.
7.8 Except as set out in these TERMS, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the CONTRACT.
8. Any time or date agreed or suggested by MEWETT for delivery is an estimate only. Whilst every effort is made to ensure delivery on time, in no event whatsoever will MEWETT be liable for any losses or damages of any kind caused by any delay in delivery, including without limitation special, indirect or and/or consequential loss or damage.
9. CUSTOMER’s property held at MEWETTS’s premises is held at the CUSTOMER’s risk.
10. MEWETT shall not be liable for any failure or delay in performing its obligations under the CONTRACT to the extent that such failure or delay is caused by an event of force majeure. An event of force majeure means any cause affecting the performance by MEWETT of its obligations under the CONTRACT arising from acts, events, omissions or non-events beyond its reasonable control, including acts of God, riots, war, acts of terrorism, industrial disputes, fire, flood, storm or earthquake and any disaster.
11. Each one of these TERMS is distinct and severable and if any one is deemed illegal, void or unenforceable, the validity, legality, or unenforceability of any other one or part of these TERMS shall not be affected thereby.
12. MEWETT (and not the CUSTOMER) may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights and/or obligations under the CONTRACT.
13. Notices must be in writing and delivered by hand or recorded first class post to the other party at the address set out on the MEWETT quotation. Day to day operational issues concerning the CONTRACT may be made by email.
14. A person who is not a party to the CONTRACT shall not have any rights under or in connection with it.
15. The law governing the CONTRACT shall be the Law of England & Wales and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.