1.1 In this Contract the following words and phrases shall have the following meaning unless the context indicates otherwise:
"Company" - means Marl International Limited, Company Registration Number 01109955, of Marl Business Park, Ulverston, Cumbria, LA12 9BN;
"Customer" - means the party for whom the Goods are supplied;
"Delivery" - means the dispatch of the Goods by the Company to the address provided by the Customer;
"Goods" - means the goods to be supplied in accordance with the Customers requirements as set out in the Order;
"Offer" - means the Company’s offer to supply the Goods on the terms as set out in this Contract;
"Order" - means an order for Goods made by the Customer by any means, including the submission of an Order Form to the Company;
"Order Form" - means the order form (if any) as signed by the Customer and received by the Company stating the Goods to be supplied;
"Price" - means the price in pounds sterling payable by the Customer to the Company in respect of the supply of the Goods;
1.2 Headings contained in this Contract are for reference purposes only and should not be incorporated into this Contract and shall not be deemed to be any indication of the meaning of the clauses to which they relate.
1.3 All agreements on the part of either of the parties which comprise more than one person or entity shall be joint and several and the neuter/singular gender throughout this Contract shall include all genders and the plural and the successor in title to the parties.
1.4 In this Contract references to clauses and sub-divisions thereof, unless a contrary intention appears, are to Clauses to this Contract and Sub-divisions thereof.
2.1 The receipt of an Order by the Company shall be deemed to be an unconditional acceptance of the Offer.
2.2 In the event of any inconsistency between the terms of the Offer and any terms and conditions supplied by the Customer, the terms of the Offer shall prevail.
2.3 Nothing contained in any other document (including brochures, sales literature. Technical specifications or catalogues) shall be deemed to be incorporated into this Contract unless expressly agreed by the parties in writing.
3. Content of contract
3.1 The Company reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or which do not materially reduce the quality of the Goods or which reflect changes in the specification of the manufacturer of any component or product which form part of the Goods.
3.2 The Company reserves the right to decline to fulfil any order made by a Customer for Goods.
3.3 No employee of the Company has authority to make any warranty, statement or promise concerning the Goods, except in writing signed by a duly authorised officer.
4. Provision of goods
4.1 The Company will endeavor to Deliver the Goods within the time frame stipulated by the parties or stated on the Order Form or if no time is specified then within a reasonable time. Time for Delivery of the Goods shall not be of the essence unless previously agreed by the Company in writing.
4.2 The Company shall not be liable for any delays in providing the Goods arising from any cause beyond the Company’s reasonable control or any inaccurate instructions or lack of instructions from the Customer.
4.3 In the event of the Customer failing to accept Delivery of the Goods or any part thereof, the Company shall store the undelivered Goods at the Customer’s cost and risk.
5. Prices and conditions of sale
5.1 The Price shall be either the current price as set out in the Company’s price list at the date the order is received by the Company or the price given on the Order Form completed by the Customer and sent to the Company.
5.2 The Company reserves the right to increase the Price to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company and/or any change in specifications for the Goods which is requested by the Customer or failure of the Customer to give the Company adequate information or instructions.
5.3 All sums payable under this Contract unless otherwise stated are exclusive of VAT and other duties or taxes.
5.4 The Company will charge the Customer for any transportation and packing shall be to the Customer’s account and the Customer shall accept full responsibility and liability for packing and transportation.
5.5 Where would otherwise be applicable, the Company shall be under no obligation to give the Customer the notice specified in Section 32(3) of the Sale of Goods Act 1893.
6.1 The Company reserves the right to incorporate into the Goods new features which improve performance or quality and incorporation of such new features shall not be regarded as a breach of contract on the part of the Company.
6.2 The Company shall retain any and all intellectual property rights, including copyright, in all documents, papers, data and reports which are prepared by or on behalf of the Company for the Client in the course of supplying the Goods.
7.1 All payments shall be made in sterling by way of cash, cheque or credit card as agreed by the Company.
7.2 Subject to any different terms agreed between the Company and the Customer the Customer shall pay the Price in full upon placing an order for the Goods (whether via a telephone order or by use of an Order Form). The Company shall be under no obligation to Deliver the Goods until the Price has been paid in full.
7.3 If the Customer fails to make any payment on the due date then without prejudice to any other right or remedy available to the Company, the Company shall be entitled to:
7.3.1 terminate this Contract or suspend any further deliveries to the Customer; and
7.3.2 charge the Customer interest (both before and after any judgment) on the amount unpaid at the rate of 2% per calendar month on a compound basis until payment in full is made (a part of the month being treated as a full month for the purpose of calculating interest).
7.4 The Customer shall pay the Price without any deduction whether by set off, counterclaim or otherwise. The Company shall have the right of set off.
The Customer may cancel this Contract at any time in writing but shall be liable to pay to the Company a cancellation charge of no more than 35% of the Price if such cancellation is made seven or more days after the receipt of the order by the Company.
9.1 Either party may, at any time, by notice in writing terminate this Contract forthwith if the other party is in default and if:
9.1.1 the default is material and is capable of remedy and the other party shall have failed to remedy such default within 7 days of receiving written notice from the other party specifying the default and requiring its remedy;
9.1.2 the default is material and is not capable of remedy;
9.1.3 if the other party (being the Company or any Customer who has ordered the Goods for resale to third party end-user customers in the course of business) ceases to carry on its business;
9.1.4 if a receiver, administrator or similar officer is appointed over all or any part of the assets or undertaking of the other party and is not discharged within 15 days of such appointment;
9.1.5 if the other party makes an assignment for the benefit of, or a composition with, its creditors, or another arrangement of similar import; or
9.1.6 if the other party shall become bankrupt or go into liquidation otherwise than for the purposes of a bona fide amalgamation or reconstruction.
9.2 Any rights to terminate this Contract shall be without prejudice to the rights of the other party.