| In these Conditions of Sale ("Conditions"):-
"The Company" means Maccess Limited (Company No. 5389901)
and its successors or assigns and "the Buyer" means any
person, firm or company with whom the Company contracts for the supply
any goods ("the Goods").
||All quotations and offers are made and orders are accepted
subject to and shall be deemed to incorporate these conditions
and they shall apply to all contracts made between the Company
and the Buyer for the sale and purchase of the Goods ("the
Contract") to the exclusion of any other terms and conditions
including without limit those which the Buyer purports to apply
under any order. Variations to the terms of any Contract (including
these conditions) will only be effective if agreed in writing
and signed by a duly authorised officer of the Company.
||All orders shall be deemed to be an offer to purchase the
Goods subject to the Conditions and shall only be deemed accepted
by the Company upon the earlier of the issue of a written acknowledgement
of order by the Company, delivery or collection of the Goods.
||All descriptive matter, specification and advertising issued
by the Company is solely aimed at giving an approximate idea
of the Goods described in them, they will not form part of the
||Any Order accepted by the Company may only be cancelled or
varied by the Buyer with the prior written consent of the Company
and on terms that the Buyer shall indemnify the Company in full
against all losses (including loss of profit), costs, damages,
charges and expenses incurred (directly or indirectly) by the
Company as a result of such cancellation or variation.
||Delivery and Non-Delivery
||Delivery times/dates named/accepted by the Company are given
in good faith but are an estimate only. Time of delivery of
Goods is not of the essence. The Company shall not be liable
for any loss (including loss of profit), costs, damages, charges
or expenses caused directly or indirectly by failure (for any
reason) to meet the delivery time/date stated/agreed (even if
caused by the Company's own negligence) and further, the Buyer
shall have no right to cancel the Contract in the event of such
a failure unless such delay exceeds 180 days.
||Goods delivered as stated in the Company's quotation or acknowledgement
of order or if one is not issued as agreed by the Company. Delivery
shall be deemed to take place when the Goods arrive at the place
stated in the Company's acknowledgement of order or if one is
not issued at such place as is agreed by the Company except
that delivery to a carrier for the purpose of transmission to
the Buyer shall be deemed to be delivery to the Buyer. Section
32(2) of the Sale of Goods Act 1979 shall not apply.
||The Company may deliver Goods in instalments. Deliveries of
further instalments may be withheld until the Goods comprised
in earlier instalments have been paid for in full. Default by
the Company, howsoever, caused, in respect of one or more instalments
shall not entitle the Buyer to terminate the relevant Contract
as a whole.
||If the Buyer fails or refuses to accept delivery of any Goods
when they are ready for delivery in accordance with the relevant
order; or the Company agrees (at its sole discretion) to postpone
delivery of the Goods at the request of the Buyer; or the Buyer
fails to provide any instructions, consents or authorisations
required to enable the Goods to be delivered on the due date;
then risk in the Goods shall pass to the Buyer, delivery of
the Goods shall be deemed to have taken place and the Company
may store or arrange for the storage of such Goods and charge
the Buyer for all related costs and expenses (including storage
and insurance) and may sell such Goods after 28 days after such
failure or refusal and deduct any monies for any excess or charge
the Buyer for any shortfall below the Contract price.
||If the Company agrees to permit the Buyer to collect the Goods
from the Company's place of business then delivery shall be
deemed to take place when the Company notifies the Buyer that
the Goods are ready for collection (and for the avoidance of
doubt the term "delivery" includes collection in these
Conditions) and unless otherwise agreed in writing by the Company
it is a condition of the Contract that the Buyer will collect
the Goods within 5 days of such notice.
||Upon delivery to the Buyer, all Goods should be examined.
The Company shall not be liable for any shortages in, or non-delivery
of, Goods unless the same is notified by the Buyer to the Company
(together with all specific details) in writing within 5 days
of the actual or anticipated date of delivery (as relevant).
Subject to such notice being provided the Company shall, if
it is satisfied that any Goods have not been delivered and the
cause thereof being beyond the reasonable control of the Company,
at its sole discretion, either arrange for delivery as soon
as reasonably possible or give credit to the Buyer for such
Goods. Shortages in, or non-delivery of some or part of the
Goods shall not affect the Contract in respect of the other
or other parts of the Goods.
In the event that the Company is prevented or delayed in or from carrying
out its obligations under the Contract as a result of acts of God;
governmental intervention or restriction, import or export regulations;
wars; riots; strikes or trade disputes (including by and with the
Company's own employees); power failure; inadequate performance of,
failure of or incorrect processing by computer systems; fire; flood;
default of suppliers or sub-contractors, failure to obtain supplies,
or breakdown of plant, machinery or vehicles or any cause beyond its
control then the Company shall be relieved of its obligations and
liabilities under the Contract for as long as such fulfilment is prevented.
||Risk of damage to or loss of the Goods shall pass to the Buyer
upon delivery or at the notified time for delivery if the Buyer
fails for whatever reason to take delivery of the Goods at the
notified time. Section (20(2) Sale of Goods Act 1979 shall not
||Title to the goods (both legal and equitable) shall remain
with the Company until full payment with cleared funds for all
monies due from the Buyer to the Company under all contracts
between the Company and the Buyer has been made, or title is
properly vested in some other person by the operation of any
||Until title to the Goods passes:
||the Buyer shall hold the Goods on a fiduciary basis
as the Company's bailee and must store the Goods (at no
cost to the Company) such that they are easily identifiable
as the property of the Company;
||the Buyer must not destroy or deface any identifying
marks on the Goods or their packaging;
||the Buyer must keep the Goods insured on the Company's
behalf for the full price of the Goods against "all
risks" to the reasonable satisfaction of the Company
and produce the policy of insurance to the Company upon
||the Buyer shall hold the proceeds of insurance referred
to in clause 4.3(c) above on trust for the Company and
not mix such proceeds with any other monies to pay the
proceeds into an overdrawn bank account; and
|| the Buyer shall still be entitled to re-sell, use or
otherwise dispose of the Goods at full market value in
the ordinary course of its business provided that such
sale shall be a sale of the Company's property on the
Buyer's own behalf and the Buyer shall deal as principal
when making such a sale.
Once payment becomes due, the Company may (without prejudice
to its other rights) demand the immediate return of the
Goods at any time and the Buyer must comply with (and
bear the cost of) such demand immediately. If the Buyer
fails to return such Goods, the Company or its successors
in title, and their respective employees and agents, may
enter (and the Buyer hereby grants an unconditional and
irrevocable licence for such persons to enter) the Buyer's
premises (with or without vehicles) during normal business
hours to remove the Goods (the cost of which shall be
borne by the Buyer) and/or may sell or otherwise deal
with the Goods.
||All prices are subject to an alteration without notice. All
Goods will be invoiced at the price specified on the Company's
price list at the date of order by the Buyer.
||Unless otherwise agreed in writing by the Company prices set
out in any of the Company's price lists, quotations and any
acknowledgement of order are exclusive of any value added, purchase
or other taxes and any costs of carriage, package and insurance
which shall be payable in addition to the price when the price
||The Company may invoice the Buyer for the Goods upon or at
any time after delivery of the Goods and Goods delivered in
instalments may be invoiced separately provided that if delivery
of the Goods is postponed at the request or by the default of
the Buyer then the Company may submit its invoice at any time
after the Goods are ready for delivery or would have been ready
in the ordinary course but for the request or default on the
part of the Buyer.
||If the Buyer has been granted by the Company (in its sole
discretion) a credit account facility it shall pay the Contract price
on or before the last working day of the calendar month following the
calendar month in which the invoice is dated. The Company may (in its
sole discretion) amend the terms of or withdraw such credit account
facility at any time without notice with immediate effect and upon such
withdrawal all amounts due or accruing to the Company (under the Contract
or otherwise shall become immediately payable notwithstanding any other
||If the Buyer has not been granted a credit account facility, it shall
pay the Contract price in full at the same time as upon delivery or collection
of the Goods.
||Payment shall only be deemed received by the company from
the Buyer upon receipt by the Company of cleared funds. Payment
shall be made in full without any deduction, set off or abatement
on any grounds. The Company may appropriate any payment made
by the Buyer to any outstanding invoice. The Company may bring
an action for the price of the Goods even though ownership of
them may not have passed to the Buyer.
||In the case of payments made by way of credit card for the
settlement of credit accounts, the company will apply a credit card
surcharge of 2% of the invoice value to all such transactions.
This is to cover the charge levied by the credit card issuer and is
non-refundable. The surcharge does not apply to payments made by way
of a debit card.
||Time for payment of the Contract price (including, without
limit, any costs or charges payable pursuant to Condition 2.4
shall be of the essence. The Buyer shall indemnify the Company
against all expenses and legal costs incurred by the Company
in recovering overdue amounts. Interest shall be payable by
the Buyer on overdue amounts (before as well as after judgement)
at the annual rate of 3 per cent above the base lending rate
of National Westminster Bank plc from time to time on the outstanding
amount until the Contract price and/or such costs and/or charges
are paid in full and such interest shall be compounded monthly.
The Company is not the manufacturer of the Goods and the Company will
endeavour to transfer to the Buyer the benefit of any warranty or
guarantee as is given by the manufacturer to the Company. The Buyer
accepts that the Company cannot give any warranty or guarantee in
respect of the Goods.
||The Buyer may, at the Company's discretion, return goods to
the Company subject to the following
|| The criteria are:
||Faulty Goods - Within Manufacturer's warranty period,
no handling fee.
|| Incorrect Stock Picks - Notified within 2 days of date
of invoice and returned within 14
days. No returns accepted after 14 days of date of invoice.
||Stock Cleanses - At discretion of Branch Manager, handling
fee of 25% of the total invoice value of the goods.
||Choice of two stock items - Within 14 days of invoice,
no handling fee charged for return of one of the stock
items. No returns accepted after 14 days of date of invoice.
||Special Orders - At discretion of Branch Manager and
only in exceptional circumstances, handling fee of 15%
of the total invoice value of goods together with any
charges levied by the supplier.
|| The Buyer shall only be entitled to return goods if:
||The original invoice number is quoted (with the exception
of stock cleanses) and
||The goods are in perfect condition on return, and
||The goods are in their original packaging, and
||The goods are capable of resale by the Company at full
price (unless faulty).
||The Buyer shall be responsible for the risk of loss or damage
to such returned Goods and all costs for returning such Goods
to the premises within the UK as the Company shall require.
||Nothing in these conditions shall exclude or limit the liability
of the Company for fraudulent misrepresentation or death or
personal injury caused by the Company's negligence.
|| The Company shall not be liable to the Buyer in contract,
tort (including negligence or breach of statutory duty) or otherwise
howsoever and whatever the cause thereof:
||for any economic loss of any kind whatsoever, including
without limit loss of profit, business
contracts, revenues or anticipated savings; or
|| for damage to the Buyer's reputation or goodwill; or
||for any loss resulting from any claim made by any third
||for any special, indirect or consequential loss or damage
of any nature whatsoever.
||Without prejudice to Conditions 9.1 and 9.2 the Company's
liability in contract, tort (including negligence or breach
of statutory duty) or otherwise arising by reason of or in connection
with the Contract shall be limited to the greater of the Contract
price or the amount received by the Company for the claim under
its insurance policy covering such risks provided that nothing
in this Condition shall oblige the Company to obtain any insurance
or claim upon any insurance which it holds. The Buyer acknowledges
that delay in notifying any claim may prevent the Company recovering
any money under such policy.
||Nothing in these conditions shall be construed as a representation
or warranty by the Company that the design, manufacture, use
or sale of the Goods is not an infringement of any third party's
intellectual property rights of any nature including but not
limited to any and all inventions, patents, utility models,
design rights, copyright, know-how, trade secrets, confidential
information, trade marks, trade names and goodwill.
|| Without prejudice to any of its other rights the Company
may immediately terminate any Contract and demand payment of
any amount due or accruing to the Company whether under the
Contract or otherwise, resell the Goods and/or withhold or cancel
any deliveries if any of the following occurs or is likely to
||the Buyer is in breach of any of its obligations under
the Contract which, if capable of remedy, the Buyer has
not remedied within 30 days of receiving written notice
from the Company; or
||the Buyer has a bankruptcy order made against him or
makes an arrangement or composition with his creditors
or otherwise takes the benefit of any Act for the time
being in force as a relief of insolvent debtors, or (being
a body corporate) convenes a meeting of creditors (whether
formal or informal) or enters into liquidation (whether
voluntary or compulsory), except a solvent voluntary liquidation
for the purposes only of re-construction or amalgamation
or has a receiver, manager, administrator or administrative
receiver appointed of its undertaking or any part thereof
or a resolution is passed or a petition presented to any
court for the winding-up of the Buyer or for the granting
of an administration order in respect of the Buyer or
any proceedings are commenced relating to the insolvency
or possible insolvency of the Buyer.
||the buyer suffers or allows any execution to be
levied on its property or is unable to pay its debts within
the meaning of section 123 of the insolvency Act 1986 or the
Buyer ceases trade.
||The failure to exercise or delay in exercising by the Company of
a right or remedy provided by any Contract or by law does not constitute
a waiver of the right or remedy provided by the Contract or by law or a
waiver of the Company’s other rights or remedies.
||The Buyer shall not be entitled to assign or sub-contract
any of its rights or the obligations under any Contract, without
the prior written consent of the Company. The Company may assign,
license or sub-contract all or any part of its rights or obligation
under any Contract without the Buyer's consent.
||The Contract contains the whole agreement between the Company
and the Buyer. All other understandings, agreements, warranties,
conditions, terms or representations, whether express or implied,
statutory or otherwise, are excluded to the fullest extent permitted
||If any provision of these conditions shall be found by any
judicial or other competent authority to be invalid or unenforceable,
such invalidity or unenforceability shall not affect the remaining
provisions of these conditions which shall remain in full force
||A person who is not a party to any Contract has no right under
the Contracts (Rights of Third Parties) Act 1999 to enforce
any term of any Contract but this does not affect any right
or remedy of a third party which exists or is available apart
from that Act.
||The Contract shall be construed in accordance with and governed
in all aspects by English Law and the Buyer submits to the exclusive
jurisdiction of the English Courts.