MicronVH Limited

Terms and conditions of sale of goods/supply of services - March 2020

1. Contract

  • 1.1 The Company’s quotations are not binding on us and a Contract will only come into being upon our acceptance of the Order and the following conditions shall be deemed to be incorporated therein. The Contract will be subject to the Conditions.
  • 1.2 Tenders submitted by us shall remain open for acceptance by you for a period of thirty (30) days from the date of the tender, unless stated otherwise, or we withdraw the tender.
  • 1.3 The Contract shall apply to all Goods and/or Services (as appropriate), and are the only terms and conditions upon which we will deal with you in respect of the provision of the Goods and/or Services, to the entire exclusion of all other terms or conditions. No terms or conditions endorsed upon, delivered with or contained in any quotation, acknowledgement or acceptance of an Order, or similar document or implied by law, trade custom, practice or course of dealing shall form part of any Contract and you hereby waive any right which you might otherwise have to rely on such terms or conditions.
  • 1.4 The definitions and rules of interpretation which appear in the Glossary below apply to the Conditions, and the Agreement more generally.

2. Supply of Goods/Services

  • 2.1 Where Goods are supplied from stock, such supply is subject to availability of stocks at the date of delivery.
  • 2.2 We shall prepare any quotation on an "as seen" basis together with any information provided by you. The quotation may be subject to change once the required Goods and/or Services are materially different from those originally envisaged or where the information provided by you is incomplete or inaccurate.
  • 2.3 We shall perform the Services using reasonable skill and care.
  • 2.4 If we undertake the Services or deliver the Goods to your Site, you shall:
  • 2.4.1 provide adequate and appropriate access to the Site to facilitate the supply of the Goods and/or Services;
  • 2.4.2 co-operate with all of our reasonable instructions in our performance of the Contract and provide us with such assistance as we require;
  • 2.4.3 provide such Site information and plans as we may reasonably require to carry out our obligations under the Contract;
  • 2.4.4 be responsible for notifying our personnel of any health and safety rules and regulations whilst on your Site.
  • 2.5 If you fail to comply with your obligations in Clause 2.4 above, we shall be entitled to delay performance of our obligations without liability to you.

3. Drawings, Descriptions and Specifications

  • 3.1 All drawings, photographs, plans, capacities, weights, measurements, technical data, descriptions, illustrations of the Goods and/or Services supplied by us, including in any offers, leaflets, and/or advertising material produced by us, are illustrative only and are subject to change without notice and do not form part of the Contract.

4. Delivery/Risk

  • 4.1 You must, at your own cost, provide all labour and equipment for unloading the Goods on delivery without delay and you shall bear the cost of any standing time arising out of such delay.
  • 4.2 All delivery dates for the Goods or the dates for carrying out the Services specified in the Contract are approximate only and, unless otherwise expressly stated, time is not of the essence for delivery or performance. We will use reasonable endeavours to meet the specified delivery dates, we will not be liable in any circumstances for any Loss caused directly or indirectly by any delay or failure in the delivery of the Goods or performance of the Services, nor have the right to terminate the Order or Contract.
  • 4.3 We may charge a small delivery charge as notified by us to you for all Goods delivered by our own transport under normal circumstances. We may charge a higher delivery charge as notified by us to you for any special collections and/or deliveries (details available upon request).
  • 4.4 If we supply some but not all the Goods and/or Services, you shall not be entitled to object to or reject the Goods and/or Services or any part of them by reason of the shortfall and shall pay for such Goods and/or Services pro rata the Price.
  • 4.5 The risk of damage to or loss of the Goods shall pass to you on Delivery. If for any reason you are unable to accept Delivery of the Goods we may arrange storage of the Goods at your risk and you will be liable for the reasonable costs of such storage.

5. Title

  • 5.1 Legal and beneficial ownership of Goods shall remain with us until payment in full and cleared funds has been received by us for (a) the Goods; (b) all other sums owed by you to us under the Contract, and (c) all other sums owed by you to us in respect of any other goods on any other Contract or account whatsoever.
  • 5.2 Until such time as title to the Goods passes to you and, provided the Goods are still in existence, and have not been resold, we shall be entitled at any time to require you to deliver up the Goods to us, and if you fail to do so forthwith, to enter upon the Site or any premises where the Goods are stored and repossess the Goods; or to hold a lien over any Goods being held at the Site or any or your premises. Notwithstanding the foregoing, you shall insure all Goods and shall maintain them, making good all loss and damage, as if title has passed. In the event that you have sold or otherwise used or disposed of the Goods prior to payment of the Price in accordance with Clause 8, this shall be deemed to be a sale or disposal, on our behalf and the proceeds shall be held by you on trust for and on our behalf.

6. Remedies

  • 6.1 We are responsible for Loss for any loss or damage to the Goods which you send to us for repair and such liability shall not exceed 3 times the invoice Price or £10,000, whichever is the lesser unless otherwise agreed in writing prior to shipment or commencement of work, provided that you comply with the process in Clause 6.2 below.
  • 6.2 For Loss resulting from loss or damage to Goods in transit:
  • 6.2.1 (regarding non-arrival of Goods) – you must notify us within seven (7) days of the advised/expected date of despatch of Goods;
  • 6.2.2 (regarding damaged Goods) – you must notify us within three (3) days of receipt and, where the Goods are transported by an independent freight carrier, complies with the freight carrier’s Conditions of Carriage for notifying claims for loss or damage in transit;
  • 6.2.3 (regarding latent defects) – you must notify us immediately when the latent defect becomes apparent or when they ought to have become apparent based on your the skill and knowledge.

7. Prices

  • 7.1 All Goods are sold ex-works (International Chamber of Commerce INCOTERMS 2010) unless otherwise stated.
  • 7.2 Quotations requested for Services will only be given after examination either in our workshop or by one of our engineers at the Site and we reserve the right to make a charge for this examination, as notified by us to you.
  • 7.3 For orders of less than GBP 200,00 net excluding VAT, MicronVH reserves the right to charge an order-processing surcharge fee of GBP 80,00 net excluding VAT.
  • 7.4 Travelling time, transport costs and expenses will be charged at cost as notified by us to you in respect of all Services carried out at the Site.

8. Terms of Payment

  • 8.1 Prices quoted are in pounds sterling (£) and exclude any VAT, and any other applicable duties, levies and/or taxes, delivery, carriage charges, unless otherwise stated.
  • 8.2 Where we grant you a credit account, all payments are due thirty (30) days from the date of the invoice unless agreed in writing, otherwise, Goods are sold on a strictly cash sale basis. No discounts are allowable.
  • 8.3 If you fail to pay any sums due under the Contract, we reserve the right to charge interest under the Late Payment of Commercial Debts (Interest) Act 1998 (as amended from time to time), at the rate of 8% above the base rate of the Bank of England from the due date of payment until payment is made, whether before or after judgement.
  • 8.4 If you fail to pay any invoice in accordance with the Contract we shall be entitled to:
  • 8.4.1 suspend or discontinue all or any part of the supply of Goods or provision of the Services;
  • 8.4.2 cancel all or part of any outstanding Order;
  • 8.4.3 refuse to accept any further Orders for the Goods or Services;
  • 8.4.4 suspend any credit account available to you;
  • 8.4.5 exercise our rights to recover the Goods pursuant to Clause 5.2.
  • 8.5 You shall make all payments due under the Contract without any deduction whatsoever by way of set-off, counterclaim, withholding, discount, abatement or otherwise.

9. Defective Goods/Guarantees/Warranty

  • 9.1 Subject to the remainder of this Clause 9, we warrant that during the Warranty Period we will (at our sole discretion) either:
  • 9.1.1 repair or replace the defective Goods;
  • 9.1.2 re-perform the defective Services; or
  • 9.1.3 refund part of or the full Price of the relevant Goods or Services. This is your sole and exclusive remedy in respect of defective Goods and/or Services.
  • 9.2 This warranty shall not apply where the defect or fault is attributable to the use of incorrect grades of, or contaminated, hydraulic fluid; any incorrect commissioning and/or fitting; or general abuse.
  • 9.3 The above warranty shall only apply if:
  • 9.3.1 any defect found in the Goods within the Warranty Period is notified in writing within seven (7) days of the defect becoming apparent and within the Warranty Period; and
  • 9.3.2 you return the alleged defective Goods at your own cost (to be refunded if we confirm that the Goods are defective) and free from extraneous equipment or we or our agent/representative is given a reasonable opportunity to inspect the alleged defective Goods at the Site.
  • 9.4 Goods supplied but not manufactured by us are sold subject to such guarantees and warranties as are offered by the third party suppliers and in such cases our liability to you is limited to such rights and remedies as we may be able to exercise under the terms of our agreements with such third party suppliers.

10. Liability

  • 10.1 Nothing in these Conditions or the Contract excludes or limits the liability of either party for death or personal injury caused by negligence or for fraud or fraudulent misrepresentation nor where liability cannot be excluded or limited as a matter of law, including for breach of any obligation implied by Section 12 of the Sale of Goods Act 1979 (as amended), Section 2 of the Supply of Goods and Services Act 1982 not for damage caused by defective products within the meaning of the Consumer Protection Act 1987 Part 1.
  • 10.2 All warranties, conditions and other terms implied by statute or common law or through trade custom or course of dealing are, to the fullest extent permitted by law, excluded from the Contract.
  • 10.3 Subject to Clauses 6.1, 9.1, 10.1, and 10.5 our total aggregate liability to you under the Contract in respect of any Loss whatsoever or howsoever caused or arising under or in connection with the Contract is limited to the Price payable for the Goods and/or Services in respect of which the claim arose.
  • 10.4 You acknowledge that the Price for the Goods and/or Services is determined on the basis of the exclusions and limitations of liability contained in these Conditions. You expressly agree that these exclusions and liabilities are reasonable because of (amongst other matters) the commercial circumstances of the Contract and the likelihood that the amount of the damages awardable to you for our bread of these Conditions may otherwise be disproportionately greater than the Price for the Goods and/or Services (as appropriate).
  • 10.5 We shall not be liable to you in contract, tort (including negligence), statutory duty or otherwise for any Loss in respect of; any pure economic loss, loss of profit, loss of business, depletion of goodwill, loss of anticipated business, loss of use, loss of anticipated contracts or savings or other like losses or damages (whether direct or indirect) arising under or in connection with the Contract.

11. Termination

  • 11.1 The Contract shall come into effect on the Commencement Date and shall continue in force for the Contract Period.
  • 11.2 You cannot cancel the Contract after your confirmation and our acceptance of the Contract in accordance with Clause 1.1. You may not return any Goods to us without our prior consent and then only in accordance with our express instructions. In cases where an agreement regarding the return of Goods is reached, we are entitled to charge a re-stocking charge (15% unless we notify you otherwise).
  • 11.3 We may, without prejudice to any of our other rights, with immediate effect from the date of written notice to you, withhold or suspend delivery of the Goods or performance of the Services, and where appropriate, repossess any Goods delivered and/or terminate the Contract if you fail to make payment in accordance with Clause 8.
  • 11.4 Either party may terminate the Contract (in whole or in part) with immediate effect from the date of service of a written notice to the other party, if:
  • 11.4.1 the other party proposes to or becomes Insolvent;
  • 11.4.2 the other party is in material breach of the Contract and, if the breach is capable or remedy, has failed to remedy such breach within thirty (30) days of receipt of a notice identifying the breach.
  • 11.5 On the termination of the Contract for any reason whatsoever or howsoever caused or arising, you shall immediately pay to us all outstanding unpaid invoices, and in respect of Goods and/or Services supplied for which no invoice has been submitted, we may submit an invoice, which shall be payable immediately on receipt.

12. Sub-Contracting

  • 12.1 We shall be entitled to sub-contract any work without obtaining the consent of, or giving you notice. The Contract is personal to you.

13. Force Majeure

  • 13.1 We shall not be liable under, or be deemed to be in breach of, the Contract as a result of any delays or failures in performance which result from a Force Majeure Event.
  • 13.2 If we are affected by a Force Majeure Event, we will promptly notify you in writing, advising you of the circumstances causing the delay or the failure to perform, and shall again notify you in writing when the circumstances have ceased to cause the delay or the failure to perform.
  • 13.3 If the Force Majeure Event continues for more than thirty (30) days, we may terminate or cancel all or any part of an Order or the Contract, by giving written notice to you.

14. Intellectual Property

  • 14.1 All Intellectual Property Rights produced from or arising as a result of the performance of the Contract (including any technical drawings, specifications, data, manuals) shall, so far as not already vested, be vested in and owned by us and you shall undertake all such acts, execute all such documents and enter into all such agreements as are necessary to ensure that such rights vest in us.
  • 14.2 Any and all Intellectual Property Rights in or relating to the Goods and/or Services existing prior to the Commencement Date shall belong to us.

15. Confidentiality

  • 15.1 Subject to Clause 15.2, you agree to keep all Confidential Information confidential and not disclose it to any third party (or allow anyone else to do so) except if it is agreed in advance by us in writing.
  • 15.2 The restriction in Clause 15.1 does not apply to information that:
  • 15.2.1 is generally available and known to the public (unless as a result of your failure to maintain the confidentiality of the Confidential Information);
  • 15.2.2 as already known to you before we disclosed it to you; or
  • 15.2.3 is required to be disclosed by law.

16. General

  • 16.1 No changes to these Conditions will apply unless they have been agreed to in writing and signed by a Director of both parties.
  • 16.2 Save where expressly stated to the contrary neither party intends that any third party is able to enforce any of this Contract.
  • 16.3 You expressly acknowledge and agree that in entering into the Contract you do not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether or not in writing) of any persona (whether or not a party to the Contract) relating to the subject matter of the Contract, other than as expressly set out in the Contract.
  • 16.4 If any provision of the Contract is held invalid, illegal or unenforceable by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if the Contract had been executed with the invalid, illegal or unenforceable provision eliminated.
  • 16.5 Any waiver by us of any breach of, or any default under, any provision of the Contract by you will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.
  • 16.6 Nothing in the Contract is intended to, or shall operate to, create a partnership or corporate relationship between the parties, or to authorise either party to act as the agent of the other, and neither party shall have the authority to act in the name of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
  • 16.7 Any notice to be given under this Contract shall be in writing in the English language and shall be delivered or sent by pre-paid first class recorded delivery post to the party to be served at that party's registered office marked for the attention of the Company Secretary of that party. Any such notice shall be deemed to have been served: (i) if delivered by hand, at the time of delivery; or (ii) if posted at the expiration of forty eight (48) hours after the envelope containing the same shall have been put in the post.

17. Law

  • 17.1 The Contract shall in all respects be governed by and construed in accordance with English law and you agree to submit to the exclusive jurisdiction of the English Courts in all matters arising under or in connection with the Agreement (whether of a contractual or tortuous nature or otherwise).