1.1 In these Conditions the following words shall have the following meanings:
“Buyer” means the purchaser of the goods; “Conditions” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Seller and the Buyer; “Contract” means any contract incorporating these Conditions between the Seller and the Buyer for the sale and purchase of the Goods; “Goods” means the goods agreed in the Contract to be supplied by the Seller to the Buyer; and “Seller” means Maypole Limited a company registered in England and Wales under number 1502304 whose registered office is at 162 Clapgate Lane, Woodgate Business Park, Birmingham B32 3DE.
1.2 In these Conditions references to any statute or statutory provision shall unless the context otherwise requires, be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended,re-enacted or replaced.
1.3 In these Conditions headings will not affect the construction or interpretation of these Conditions.
2. APPLICATION OF TERMS
2.1 Subject to any variation under condition 2.3, these Conditions compromise all the terms of the Contract between the Seller and the Buyer to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document). No statement, written or oral, including statements in any price list, brochure or promotional literature of the Seller shall be incorporated into the Contact or have any legal effect.
2.2 The terms in these Conditions shall prevail over any terms put forward by the Buyer and no conduct of the Seller shall constitute acceptance of any terms put forward by the Buyer unless the Seller expressly agrees to them in writing signed by a director of the Seller.
2.3 No additions to or variations of these terms shall be binding on the Seller unless in writing signed by a director of the Seller.
2.4 No employee or agent of the Seller has any authority to make any representations on behalf of the Seller as to the effect of these terms.
3.1 Unless expressly agreed in writing by a director of the Seller or the Seller’s sales staff the price for the Goods shall be the price set out in the Seller’s price list published on the date of delivery or deemed delivery.
3.2 The Seller reserves the right to vary its published price list by written notice to the Buyer.
3.3 Unless expressly stated otherwise all prices are exclusive of value added tax.
4. PAYMENT TERMS
4.1 Payment for the Goods is due no later than 30 days after the delivery date or date of deemed delivery.
4.2 Time for payment shall be of the essence.
4.3 The Buyer shall make all payments due under the Contract without any deduction whether by set-off, counterclaim, discount, abatement or otherwise.
4.4 If the Buyer fails to pay the Seller any sum due pursuant to the Contract the Buyer;
4.4.1 will be liable to pay interest to the Seller on such sum from the due date for payment at the annual rate of 6% above the base lending rate from time to time of Lloyds TSB Bank, accruing on a daily basis until payment is made. The Seller reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and
4.4.2 the Seller shall be entitled (without prejudice to its other claims and rights under the Contract) to suspend or cancel further deliveries or services under this Contract and any other contract between the Seller and the Buyer and treat the Contract as wholly repudiated by the Buyer and forthwith to terminate the Contract.
5.1 The Seller shall use reasonable endeavours to meet any delivery date but any date named by the Seller for delivery is given and intended as an estimate only and is not to be the essence of the Contract. The Buyer shall nevertheless be bound to accept the Goods when delivered.
5.2 The Seller shall not be liable to the Buyer for any losses caused to the Buyer by the late delivery of the Goods.
6. FORCE MAJEURE
6.1 The Seller reserves the right to without liability defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Seller including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.
7.1 The Seller warrants that (subject to the other provisions of these Conditions) upon delivery the Goods will: 7.1.1 conform with any description given to the Buyer by the Seller; and
7.1.2 be of satisfactory quality within the meaning of the Sale of Goods Act 1994.
7.2 It is the Buyer’s responsibility to inspect and test the Goods and each and every part thereof to see that they are in order. 7.3 If any of the Goods do not conform with any of the warranties in condition 7.1 the Seller shall at its sole option either:
7.3.1 repair or replace the defective Goods (or the defective part); or
7.3.2 allow full credit for the defective Goods provided that if the Seller so requests the Buyer shall at the Seller’s expense return the Goods or the part of such Goods which is defective to the Seller.
8. LIMITATIONS ON LIABILITY
8.1 Subject to condition 7 the following provisions set out the entire financial liability of the Seller (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
8.1.1 any breach of these Conditions; and
8.1.2 any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
8.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
8.3 Nothing in these Conditions excludes or limits the liability of the Seller for death or personal injury caused by the Seller’s negligence or fraudulent misrepresentation.
8.4 Subject to conditions 8.2 and 8.3:
8.4.1 the Seller’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Contract shall be limited to the price paid by the Buyer to the Seller for the Goods.
8.4.2 the Seller shall not be liable to the Buyer for any indirect or consequential loss or damage (whether for loss of profits, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims or consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
9. TIME FOR NOTIFYING DELIVERY SHORTAGES
9.1 The Seller shall not be liable in any way whatsoever for short delivery unless the Buyer notifies the Seller of any shortage within 3 working days of date of delivery or deemed delivery.
10. RISK AND TITLE
10.1 The Goods are at the risk of the Buyer from the date of delivery.
10.2 Ownership of the Goods shall not pass to the Buyer until the Seller has received in full (in cash or cleared funds) all sums due to it in respect of:
10.2.1 the Goods; and
10.2.2 all other sums which are or which become due to the Seller from the Buyer on any account.
10.3 Until the ownership of the Goods has passed to the Buyer, the Buyer must:
10.3.1 hold the Goods on a fiduciary basis as the Seller’s bailee;
10.3.2 store the Goods (at no cost to the Seller) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Seller’s property;
10.3.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
10.3.4 maintain the Goods in satisfactory condition and keep them insured on the Seller’s behalf for their full price against all risk to the reasonable satisfaction of the Seller. On request the Buyer shall produce the policy of insurance to the Seller; and
10.3.5 hold the proceeds of the insurance referred to in condition 10.3.4 on trust for the Seller and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.
10.4 If the Buyer :
10.4.1 has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the 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 purpose only of reconstruction or amalgamation, or has a receiver and/or 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; or
10.4.2 suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe/perform any of his/its obligations under the Contract or any other contract between the Company and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or
10.4.3 the Buyer encumbers or in any way charges any of the Goods; then the Buyer’s right to possession of the Goods shall terminate immediately, the Seller shall immediately be entitled to the price and the Seller shall be entitled (without prejudice to its other claims and rights under the Contract) to suspend or cancel further deliveries or services under this Contract and any other contract between the Seller and the Buyer and treat the Contract as wholly repudiated by the Buyer and forthwith to terminate the Contract.
10.5 The Seller shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Seller.
10.6 The Buyer grants the Seller, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.
11.1 The Buyer shall indemnify the Seller against all claims and demands whatsoever made by any person or persons against the Seller in respect of injury, loss or damage arising directly or indirectly from the delivery and use of the Goods supplied by the Seller, howsoever caused and whether or not amounting to negligence.
12.1 Each right or remedy of the Seller under the Contract is without prejudice to any other right or remedy of the Seller whether under the Contract or not.
12.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
12.3 Any concession made by the Seller or waiver by the Seller of any breach of, or any default under, any provision of the Contract by the Buyer will not be construed as a waiver of any of its rights under the Contract.
12.4 Failure or delay by the Seller in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.
12.5 The Seller reserves the right to correct any clerical errors made by its employees at any time.
12.6 The parties to this Contract do not intend that any term of this Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
12.7 The formation, construction and performance of this contract shall be governed in all respects by English Law and the parties submit to the exclusive jurisdiction of the English courts.
13. INTERNET WEBSITE
13.1 Maypole Ltd retain copyright and intellectual Property rights to content and images on our website. To use content from our website, including images, written permission must first be obtained from Maypole Ltd.
13.2 Authorised use of content and images must only be used in conjunction with products purchased from Maypole Ltd and must not be used where such use is likely to cause confusion or deception.