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Midlands Components Limited - Standard Terms and Conditions

These conditions shall apply to each contract ("the contract") for the sale of, or the carrying out of work on, the goods described herein ("the goods") between Midlands Components Limited ("the Company") and the customer named herein ("the purchaser").

These conditions shall apply to the entire exclusion of those of the purchaser and no variation of or addition to these conditions shall form part of the contract unless specifically accepted in writing by a Director on behalf of the Company.

1 Quotations

a) Unless otherwise specified therein, any quotation submitted by the Company is valid for thirty (30) days and represents no obligation until the Company acknowledges the purchase order
b) All prices quoted by the Company are exclusive of Value Added Tax (VAT)

2. Specification

If the purchaser requests the Company to manufacture the goods to a specification or instructions of the purchaser then;
a) the purchaser must provide the specification or instructions in the purchase order in writing
b) the suitability and accuracy of the specification or instructions will be the responsibility of the purchaser
c) the purchaser warrants in favour of the Company that compliance with such specification or instructions will not infringe any patent, copyright, trademark or other intellectual property rights and the purchaser shall fully indemnify the Company against any action, claim, demand, cost, charges, or expenses arising from any such infringement

3. Cancellation or variation of order

No orders placed by the purchaser, which the Company has accepted, may be cancelled or varied by the purchaser except with the written agreement of a Director. The purchaser will be liable for any loss (including loss of profits) costs, damages, charges and expenses incurred by the Company as a result of any such cancellation or variation

4. Packaging

The Company shall pack the goods in such a manner as it considers appropriate but if the purchaser requires a special method of packing then written instructions need to be stated in the purchase order. All packaging is chargeable to the customer. If packaging is provided with free issue materials then the goods will be returned in the same packaging

5. Delivery

a) Any delivery period quoted is an estimate only and commences from the Company's acknowledgement of the purchaser's order. Provided the Company takes all reasonable steps to deliver the goods at the time stated, the Company shall be under no liability for any delay or failure in delivery
b) Goods or materials supplied by the Purchaser shall be at all times at the risk of the purchaser. In respect of all other goods, risk shall pass to the purchaser as soon as the goods leave the Company's premises except where delivery is made by the Company to the purchasers premises in which case risk shall pass when the goods are delivered to the purchaser. The Company shall not be liable for any loss or damage of goods in transit unless caused by the negligence of the Company or its employees
c) On delivery, the purchaser shall carry out a visual examination of the goods and shall notify the Company within 48 hours of any defect revealed by such examination. Without such notification, the Company will deem that the goods are acceptable in all respects. In the case of a shortage or non-delivery of goods, the purchaser will notify the Company by the next working day
d) If the Company is unable to deliver, as a result of failure on the part of the purchaser to : accept delivery, give adequate instructions, failure to collect the goods, the Company shall be entitled to invoice immediately as if it had made an acceptable delivery
e) In the event that delivery is the be made in instalments, the Company deems each separate delivery a separate contract
f) In the event that the purchaser wishes to change the required delivery schedule , this must be done in writing and accepted by the Company in the order acknowledgement. Once commenced the purchase order will be delivered
The purchaser will remain at all times responsible for the acceptance of deliveries on completion to the Company's order acknowledgement

6. Sub Contractors

Save where sub contracting would contravene terms implicitly or explicitly agreed with the purchaser, the Company shall be entitled at its discretion to sub contract the whole or any part of the contract

7. Payment

Payment for deliveries made shall be due 30 days after the date of delivery, except where the Company stipulates, CWO or COD terms, or where alternative terms have been agreed

8. Force Majeure

The performance of all Contracts is subject to variation  or cancellation by the Company in the event of any breakdown of plant or apparatus, fire, explosion, natural disasters, accident, industrial dispute, interruptions in availability of labour, energy, transport, materials, government regulations or any other cause or event which is outside the control of the Company.

The Company shall not have any liability in respect of failure in delivery or in the performance of any obligations under the contract due to any cause outside the Company's control. These include but are not limited to: act of God, floods, war, civil disturbances, riot, act of Government, currency restriction, industrial disputes, unavailability of materials or failure of suppliers, carriers or sub contractors to deliver on time, in which the Company will at all times use its best endeavours

9. Warranty

Subject to the provisions of Clause 5(c) hereof, if the purchaser considers that any goods delivered do not conform to their specification it shall notify the Company of such non conformity within 48 hours of receipt by the purchaser and return immediately the goods to the Company. The purchaser shall provide to the Company such evidence as the Company may require. If the Company is satisfied that the goods differ materially from the specification it shall subject to clause 10 hereof replace or rework the goods at its own cost. The foregoing warranty is in substitution for and to the exclusion of any other warranty or condition as to compliance with description, merchantability and fitness for a particular purpose or otherwise howsoever which would otherwise be implied in the contract. Any claim made outside the notification period will be invalid. Under no circumstances (other than provided in clause 10) shall the Company be liable for any consequential loss (including loss of profits) or time is of the essence suffered by the purchaser

10. Limitation of Liability

a) Items supplied by the purchaser for the contract shall be of suitable quality and specification and shall be free of charge, in the quantities and at the times required by the Company. Any defect in such items shall not entitle the purchaser to; rescind the contract, reject the goods, make deductions from the contract price or claim damages in respect of such defect.
Further, the purchaser shall indemnify and keep indemnified the Company from and against all actions, demands, claims, proceedings, losses or costs arising from the supply of defective items by the purchaser.
b) In any case of work being carried out by the Company on goods or materials supplied by the purchaser ("free issue materials"), the Company's liability for damage to or destruction of the free issue material shall be limited to the invoiced value of the contract unless otherwise agreed in writing with a Director of the Company.
c) The Company shall not be liable in Contract, tort, breach of statutory duty or otherwise for any loss, injury, destruction or damages suffered by the purchaser whatsoever or howsoever arising out of or in connection with the supply of goods or services by the Company.

11. Ownership

a) Legal title to the goods shall remain with the Company until such time as the Company has received payment of the price of the goods and the price of any other goods or services previously or subsequently supplied by the Company to the purchaser whereupon title shall pass to the purchaser. Insofar as the goods may be delivered to the purchaser prior to the time when title thereto passes to the purchaser as aforesaid the purchaser shall until such time hold the goods as the fiduciary agent and bailee of the Company and shall remain liable to account to the Company for the goods
b) The purchaser may exercise its right to sell the goods as the fiduciary agent to the Company in the usual course of the purchaser's business bu such right:
  1. may be revoked at any time by the Company giving notice to that effect if the purchaser is in default for longer than seven days in the payment of any sum whatsoever due to the Company, or if the Company has bona fide doubts as to the solvency of the purchaser and
  2. will automatically cease if a receiver, manager or administrator is appointed over the assets, undertaking or property of the purchaser, or a winding-up or administration order against the purchaser is made or petitioned, or any petition order in bankruptcy against the purchaser is presented or made, or the purchaser goes into voluntary liquidation (otherwise than for the purposes of reconstruction or amalgamation while solvent) or calls a meeting or makes arrangements or compositions with its creditors
  3. and any warranties, conditions or representations given to or made in favour of third parties by the purchaser shall not be binding on the Company and the purchaser shall indemnify the Company with respect thereto
c) Notwithstanding the retention by the Company of the legal title to the goods:
  1. risk in the goods shall pass to the purchaser on delivery to the purchaser's delivery address and the purchaser shall arrange for the Company's interest in the same to be noted on all relevant insurance policies and
  2. the Company shall be entitled to maintain any action against the purchaser for the price of the goods or any part thereof.
d) Upon determination of condition c) I). II), or III) above, the purchaser shall place the goods at the disposal of the Company. The Company or its    representatives thereof shall be entitled to enter any premises of the purchaser to remove the goods. Alternatively, as may be the case, pay to the Company the proceeds then held by the purchaser as trustee for the Company in accordance with Condition 11a)

e)  While any sums under any Contract between the Company and the purchaser are unpaid, goods supplied by the Company to the purchaser shall remain the property of the Company until the Company has received full payment. The purchaser shall hold the goods on behalf of the Company and shall store the goods in such a way that it is clear that they are the property of the Company. The Company may (without prejudice to any of its other rights) recover or recall all or some of the relevant goods from the purchaser's possession and the Company, its servants or its agents are hereby irrevocably authorised to enter upon the purchaser's premises to recover or recall the relevant goods

12. Provisions relating to Certain Goods

The Company shall be entitled not to comply with the terms of any Contract if it is the opinion of the Company that to do so would be in breach of any applicable laws (either in the United Kingdom or in the World) relating to the production, storage or supply of goods.

13. Benefit of Contracts

The purchaser shall not be entitled to assign or otherwise transfer all or any of its rights and obligations under the Contract between it and the Company.

14.Governing Law

These conditions and any Contract between the Company and the purchaser shall be subject to and constructed in accordance with English Law. The purchaser agrees to submit to the non-exclusive jurisdiction of the English Courts

15. Data Protection Act 1998

a) The Company, its bankers or financiers, without reference may make credit reference agency searches in respect of any business dealings with any purchaser and its principals. It should be noted that credit reference agencies make a record of searches that prevent fraud or money laundering or by subscribers to make credit decisions.
b) The Company may transfer information regarding any purchaser to its bankers, in order for them to provide their services to the Company and other customers of the Company of their information, to help the Company:
  1. Obtain credit insurance
  2. Undertake credit control
  3. Undertake assessment and analysis (including credit scoring, market, product and statistical analysis)
  4. Securities debts
  5. Protect the Company's interests
c) The Company's bankers may give information on any purchaser and their indebtedness to the following for the purposes stated
  1. Any other divisions or associated companies for their business purposes
  2. For the Company or the Bank's insurers to quote for and issue any credit policy or to deal with any claims acting for the Company or the Bank
  3. Any business to which the purchaser's indebtedness or the Company's financing arrangements with the bank may be transferred in order to facilitate such transfer
  4. To any person to whom they have a duty of disclosure or to whom the law request disclosure
  1. The Company's bankers may make decisions about the purchaser using an automated decision making process, such as credit scoring, however the Company's bank will inform the Company whereupon the Company will inform the purchaser, who may request a review by other means
  2. The Company's bank may record telephone calls for training and/or security purposes
  3. Details of the Company's bankers credit reference agencies can be provided to the purchaser on request

Registered Office:

Rostance Edwards Ltd
1 & 2 Heritage Park
Hayes Way
WS11 7LT

VAT Number: 174 9090 83