Mica Technology UK Ltd - Terms and conditions of Sale
All orders are accepted by Mica Technology UK Ltd. (the Seller) on the conditions of sale which follow and
unless other wise specifically agreed in writing, these conditions override and exclude any other terms
stipulated or incorporated or referred to by the Buyer in the order and constitute the entire understanding
between the Seller and the Buyer for the sale of goods.
1. Order Acceptance.
No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in
writing by the Buyer and acknowledged by the Seller. Many devices are only shipped in packed quantities, and
as manufactures have minimum order quantities, the Seller therefore reserves the right to increase an order
to the next highest multiple of pack quantity or minimum order quantity as the case may arise.
2. Cancellation.
Cancellations or part cancellation of an order for products supplied ex stock can only be accepted after
prior agreement in writing and on terms that the Buyer shall indemnify the Seller in full against all expense
and loss. The Seller cannot accept cancellations or part cancellations for non stock products.
3. Prices.
All prices on offers or acknowledgements may be subject or change according to major currency or market
fluctuations. Where the Buyer does not adhere to agreed call offs, the Seller reserves the right to amend
the price structure in accordance with the quantities delivered. Prices do not include carriage charges or VAT.
4. Payment.
Payment terms to be agreed at the time of the order. Where a credit account has been approved, payment
may, by agreement, be made within 30 days from invoice date. The Buyer has no right to deduct any costs, or
rebates, or prompt payment discounts unless agreed by the Seller in writing prior to the shipment. In case of
late payment the Seller has the right to charge interest at NatWest Bank Current Base Rate plus 5% per annum
pro rata from the invoice date and to claim reasonable debt recovery costs and to stop further deliveries
without notice. The Seller reserves the right to change the Buyers credit rating at any time and to insist
on payment in advance or upon delivery. It is a precondition of any claims against the Seller that the
Buyer shall have previously paid for the goods in full. If the Buyer should become insolvent, the total
debts including all accumulated interest and incurred legal costs are due for payment. In cases of insolvency
the Seller has the right to collect all delivered goods up to the value of debts and cancel, at its
discretion all outstanding orders.
5. Delivery.
Whilst the Seller endeavours to meet all delivery promises, the Seller cannot be held responsible for any
delays in delivery due to default by third parties. Delivery from stock is prompt and reliable but always
subject to prior sale. Time shall not be of the essence of the contract.
6. Shipment and Responsibility.
Shipment of the ordered goods will be by a suitable carrier of the Sellers choice unless specific method of
shipment was agreed prior to shipment. An appropriate fee for shipping packing costs will be charged. The
responsibility for and risks of damage to or loss of the goods are borne by the Buyer once the shipment has
left the Sellers warehouse. The Buyer shall insure the goods in transit.
7. Ownership.
Notwithstanding delivery the goods remain the Sellers property until the price for the goods and all other
sums owing by the Buyer to the Seller are paid in full, including any interest or legal costs, which may have
accrued. Until such time the buyer shall:
a) Have possession of the goods solely as the Sellers bailee thereof
b) Keep the goods separate and identifiable apart from any other goods
c) Not sell or dispose of the goods save on behalf of the Seller and on condition that the proceeds of such sale or disposal equate the full invoice value.
Pending payment or upon any breach of these terms, the Buyer shall return goods as requested and allow the
Seller immediate access to any premises where goods are held to enable identification and repossession as
required by the Seller.
8. Claims.
The Buyer must inspect the goods immediately after receipt. Claims for short shipment, faulty goods, damage
in transit, etc. must be made in writing within 10 days of invoice date. Claims cannot be accepted, if
the Seller, at its discretion, has shipped a better quality device, more modern mask or alternative
manufacturer. No product return will be accepted without prior agreement. Claims after the invoice has been
paid in full, is solely down the sellers discretion only.
9. Guarantee.
Since the Seller is not the manufacturer of the goods the Seller cannot be held responsible for any guarantee
or warranty claim above and beyond the services offered by the original manufacturer or third party
supplier. The Seller cannot be held responsible in any way for equipment failures due to misuse of the
components supplied, particularly when not used within the manufacturers’ specifications and
recommendations. The Seller does not warrant the products to be year 2000 compliant as defined by BSI
disc PD2000- 1A and all implied warranties are specifically excluded. In any event the Sellers
liability (if any) in damages is agreed by this contract not to exceed the price paid under this contract.
10. Liability.
Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be
liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition
or other term, or any duty at common law, or under the express terms of the Contract, for any indirect,
special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other
claims for compensation whatsoever (whether caused by the negligence of the Seller, its employees or agents
or otherwise) which arise out of in conjunction with the supply of the Goods or their use or resale by the
Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed
the price of the Goods, except as expressly provided in these Conditions.
11. Returned Goods.
No goods may be returned without the previous consent of the Sellers in writing. Returned goods should be
in the same condition as when sold and be accompanied with the Sellers original packing note, and a full
reason for the return of the goods. Returned goods should only be returned to the Sellers warehouse and
must be received within 30 days from the invoice date and be returned at the Buyer’s cost.
12. Sub-contracting.
The Seller reserves the right to sub-contract at its discretion any part of the work or supply product for
which the Seller has provided a quotation.
13. Force Majeure.
The Seller shall have no liability in respect of failure to deliver of delay in delivering due to any cause
of whatever nature outside reasonable control of the Seller including but not limited to civil commotion,
strikes, lock-outs, war, fire, accidents, weather conditions and causes arising from the acts and omissions
of the Buyer.
14. Governing Law.
All contracts shall be deemed to be made in England and shall for all purposes be governed and constructed
in accordance with the laws of England. The parties to the contract hereby agree to submit to the jurisdiction
of the English Courts.
15. General.
This contract is personal to the Buyer who shall not assign nor in any way part with the benefit thereof with
the Seller’s prior written consent. The parties do not intend any third party rights to be created under
or pursuant to this Contract.
Each provision of these conditions is independent and separate from all other terms and if any provision is
held, by and competent authority, to be invalid or unreasonable in whole or in part the validity of the other
provisions of these conditions shall be not affected.
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