Terms and conditions

1. Definitions

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. Acceptance

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. Specifications

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. Payment

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.

8. Cancellation

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. Termination

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.

10. Termination consequences

In the event of this Contract being determined whether by effluxion of time, notice, breach or otherwise:

10.1 The Customer shall immediately pay to the Company:

10.1.1 all arrears of payments and any other sums due under the terms of this Contract, and

10.1.2 all monies irrevocably paid by the Company in connection with this Contract.

10.2 Either party shall be entitled to exercise any one or more of the rights and remedies given to it under the terms of this Contract and the determination of this Contract shall not affect or prejudice such rights and remedies and each party shall be and remain liable to perform all outstanding liabilities under this Contract notwithstanding that the other may have exercised one or more of the rights and remedies against it.

10.3 Any right or remedy to which either party is or may become entitled under this Contract or in consequence of the other’s conduct may be enforced from time to time separately or concurrently with any right or remedy given by this Contract or now or afterwards provided for and arising by operation of law so that such rights and remedies are not exclusive of the other or others but are cumulative.

11. Title

11.1 Risk of damage to or loss of any Goods shall pass to the Customer upon Delivery.

11.2 Title in the Goods shall not pass to the Customer until the Company has received in cash or cleared funds in full the Price and all other amounts due to the Company by the Customer.

11.3 Prior to the passing of title in any Goods to the Customer from the Company the Company shall be entitled at any time to require the Customer to deliver up such Goods so far as the Customer is able to and if the Customer fails to do so forthwith, where permitted by law to enter upon or into any premises or vehicles of the Customer or any third party where any such materials are located in order to recover the Goods

11.4 Notwithstanding that title to the Goods shall not have passed to the Customer an action for the Price can be brought by the Company at any time after the due date for payment.

12. Liability

12.1 Save as expressly provided by law, the Company shall not be liable to the Customer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of this Contract, for any loss or damage, including any indirect or consequential loss or damage (whether for loss or profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Company, its employees, or agents or otherwise) which arise out of or in connection with the supply of the Goods, from any stoppage, breakdown or failure of any such materials supplied by the Company in the supply of the Goods howsoever occasioned, except as expressly provided in this Contract.

12.2 The Company shall have no liability to the Customer in respect of damaged or defective materials used by the Company in the provision of the Company where damage has been sustained in transit after delivery of such materials to the Customer or its agents.

12.3 The Company shall have no liability for any damage to the Customer’s property unless occasioned by the Company’s negligence.

12.4 The Company does not exclude or restrict liability for death or personal injury resulting from its own negligence.

13. Force majeure

If the performance of this Contract or any obligation under it is prevented, restricted or interfered with by reason of circumstances beyond the reasonable control of the party obliged to perform it, the party so affected (upon giving prompt notice to the other party) shall be excused from performance to the extent of the prevention, restriction or interference, but the party so affected shall use all reasonable endeavours to avoid or remove the causes of non-performance and shall continue performance under this Contract with the utmost despatch whenever such causes are removed or diminished.

14. Data protection

14.1 The Company will use the personal data provided by the Customer under this Contract to respond to the Customers queries, for administration purposes and to send to the Customer details by e-mail, telephone, fax or conventional post of new products and services offered by the Company that the Company may think will be of interest to the Customer.

14.2 The Company will not contact the Customer in the manner stated in Clause 14.1 should the Customer confirms in writing that they do not wish to be contacted for marketing purposes.

15. Miscellaneous

15.1 This Contract is personal to the Customer and may not be assigned to any third party without the written consent of the Company.

15.2 The Company reserves the right to assign this Contract and to sub-contract all or any of its obligations.

15.3 No person other than the Company, any person to whom the Company assigns this Contract and the Customer shall acquire any enforceable rights under or in connection with this Contract.

15.4 No variation or amendment of this Contract or oral promise or commitment related to it shall be valid unless committed to writing and signed by or on behalf of both parties.

15.5 Any demand or notice given under this Contract shall be in writing and may be served personally, by registered or recorded delivery mail, by facsimile transmission (confirmed by post), or by any other means which any party specifies by notice to the others.

15.6 The Company’s address for service of notice shall be its above mentioned address or such other address as it specifies by notice to the Customer and the Customer’s address for service of notice shall be the address provided at the time the Order was placed or such other address as it specifies by notice to the Company, save that the address so provided must be an address in England and Wales (which may include a duly appointed process agent). A notice shall be deemed to have been served if it was served in person, at the time of service, if it was served by post, 24 hours after it was posted, and if it was served by facsimile transmission, at the time of transmission.

15.7 If any provision of this Contract or part thereof is rendered void by any legislation to which it is subject or the final decision of any court having jurisdiction this Contract shall be rendered void to that extent and no further; and the remainder of this Contract shall constitute the agreement of the parties.

15.8 Each party acknowledges that this Contract contains the whole agreement between the parties and that it has not relied upon any oral or written representation made to it by the other or its employees or agents and has made its own independent investigations into all matters relevant to it.

15.9 The failure by either party to enforce at any time or for any period any one or more of the terms or conditions of this Contract shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Contract.

15.10 The law applicable to this Contract shall be English law and the parties consent to the exclusive jurisdiction of the English courts in all matters affecting this Contract.