1. TERMS OF CONTRACT
1.1 These conditions of sale shall be incorporated into all contracts of sale made by Martin Dawes Solutions Ltd, herein after referred to as "MDS" for the sale of consumer products or of any other goods to the sale of which they may be applied, MDS contracts as aforesaid upon the terms of its quotation and any other MDS document(s), and upon the terms of these Conditions alone. Any printed or other terms or conditions used by the person, firm or company placing the order (hereinafter referred to as the "Customer") are excluded to the extent that they are inconsistent with these Conditions of Sale.
1.2 Amendment of any contract can only be made by agreement between the parties and to bind MDS must be made in writing and signed by an authorised official of MDS. Any such amendment will entitle MDS to adjust the price and any delivery dates appropriately.
2. QUOTATIONS
No quotation of MDS shall constitute an offer and all quotations may be withdrawn at any time.
3. PACKAGING
The specification for packaging the products shall be entirely at the discretion of MDS who shall have the right to pack all products in such a manner and with such materials and in such quantities in its absolute discretion thinks fit and shall not be obliged to comply with any packaging instructions or requests of the Customers.
4. DELIVERIES AND RISK
4.1 Delivery will be made by MDS to the Customer’s premises. Goods shall be at the Customer’s risk immediately on delivery into the Customer’s premises (or into custody on Customer’s behalf if sooner) and should be insured accordingly.
4.2 A delivery schedule should be agreed with MDS prior to placing the order. While MDS will endeavour to comply with such or any other agreed times(s) for delivery MDS shall not in any circumstances be liable for any failure to do so.
4.3 MDS reserves the right to charge carriage in cases where the Customer refuses to accept delivery of goods supplied by MDS in response to a duly authorised order received from the Customer.
4.4 Goods shall be signed for on receipt. Any alleged shortages, discrepancies or damage must be notified to MDS within 24 hours of receipt of goods by notice in writing addressed to:
MARTIN DAWES SOLUTIONS LTD
EUROPA BOULEVARD
WESTBROOK
WARRINGTON
WA5 7WH
5. PROPERTY IN GOODS
5.1 Until: -
5.1.1 the contract price together with any other sums due from the Customer on any account whatsoever, shall have been paid in full and in the case of payment by cheque, bill or exchange or promissory note, such a cheque or any other instrument shall have been honoured; or
5.1.2 MDS shall have so notified the Customer in writing – whichever occurs the first, the goods shall remain the property of MDS and the Customer shall, while in possession, store the goods in such a way that they can be identified as the property of MDS.
5.2 If the Customer shall sell, dispose of or otherwise part with possession of the goods to any third party before the price, any interest and all sums due from the Customer have been paid in full, he shall not give any warranties or incur any liability on behalf of MDS in connection with the sale or disposal of the goods and any proceeds resulting there from (or claim to such proceeds) shall belong exclusively to MDS to the extent of sums due from the Customer to MDS.
5.3 If the goods are used as a component in the production of other goods, or as part of a mixture of other goods then the proceeds of sale or other disposal of such other goods shall belong to MDS to the extent of all sums due from the customer to MDS.
5.4 Failure on the part of the Customer to pay the contract price when due shall give MDS the right (without prejudice to any other remedies) to re-possess the goods with or without notice, and for the purpose of re-possessing the goods MDS shall be at liberty to enter upon any premises in which the goods are situated.
5.5 At any time after delivery of the goods MDS shall have the right to sue the Customer for the contract price, notwithstanding any other provision of this clause.
6. PRICE AND PAYMENT
6.1 Unless agreed separately in writing by MDS the price of the goods shall be the price ruling in MDS’s current Price List at date of despatch, MDS have the right to alter the prices contained in the Price List at any time without prior notice and shall notify the Customer of any price variations before despatch of the goods and the Customer shall be entitled upon receiving notification of such variation to cancel the Contract by written notice to MDS delivered within 7 days of such notification without incurring liability to MDS.
6.2 .1 All accounts must be paid within specified time from the date of invoice of the goods. Any sums unpaid at the due date, shall thereafter bear interest at 2% per calendar month accruing from day to day.
6.2.2 Should the Customer make default in any payment or commit any act of bankruptcy or be the subject of a bankruptcy petition or execute an assignment for the benefit of his creditors, or being a company, enter into voluntary or compulsory liquidation or suffer a receiver to be appointed over all or any part of his assets, then without prejudice to any other rights or remedies MDS may at its option without incurring any liability cancel any undelivered or incompleted portion of the contracts cancel any other contract with the Customer and stop any goods in transit, and may without prejudice to any other rights demand immediate payment of any outstanding amounts which may or may not be due and payable.
7. PERFORMANCE
7.1 MDS shall accept no liability for failure to attain any performance figures quoted by MDS unless MDS has specifically guaranteed them.
8. PATENTS AND TRADE MARKS
8.1 No representation, warranty or indemnity is given by MDS that the goods do not infringe any Letters Patent, Trade Marks, Registered Designs or other industrial rights.
9. SELLER LIEN
9.1 In addition to any rights of lien to which it may be by law entitled MDS shall be entitled to a general lien on all goods of the Customer in MDS’s possession (although such goods of some of them may have been paid for ) for the unpaid price of any other goods sold or delivered to the Customer under the same or any other contract. MDS does not accept responsibility for loss or damage of the Customer’s property in MDS’s possession either as a result of the exercise by MDS of its lien or otherwise.
10. RETURNED GOODS
10.1 The Customer shall be responsible for the cost of carriage and insurance in respect of all goods returned by the Customer to MDS for service or credit, which goods shall be at the risk of the Customer until actual receipt thereof by MDS.
10.1 The Customer shall be responsible for the cost of carriage and insurance in respect of all goods returned by the Customer to MDS for service or credit, which goods shall be at the risk of the Customer until actual receipt thereof by MDS.
10.2 MDS will not accept returned goods for credit or rectification unless such return has been authorised in writing by the Service Department of MDS and the goods are received by MDS in stock condition and MDS reserves the right to determine whether to accept the return of the goods or whether to rectify the goods or whether to issue a credit note in respect thereof.
11. AVAILABILITY OF GOODS
11.1 Delivery is subject to the availability of the goods and if, owing to non-availability of such goods or any other cause beyond the control of MDS, MDS shall be unable to carry out its obligations hereunder it shall be entitled to determine this contract forthwith by giving notice to the Customer to that effect.
12. PROPER LAW AND JURISDICTION
This contract is and shall be deemed to have been made in England, and shall in all respects be governed by English Law.