MCD Office Supplies Limited
Full Conditions of Sale
CONDITIONS OF SALE
- Unless otherwise specifically agreed in writing by us MCD Office Supplies Limited (the Seller) the following Terms and Conditions of Sale shall govern every sale of goods made by the Seller to any Customer (the Buyer) of the Seller. ‘Goods’ means any goods agreed to be sold by the Seller to the Buyer.
- By placing an order with us, you are deemed to accept that these conditions shall apply to and govern any contract between us to the exclusion of all other terms and conditions (including any terms or conditions which you purport to apply under any purchase order, confirmation of order or other correspondence or documentation).
- Our online system provides an acknowledgement of our agreement to make that supply. That acknowledgement incorporates these supply conditions (except where they are specifically amended in the acknowledgement) and
- A specification of the goods and any incidental services: if not, our standard specification will apply
- The price agreed
- The delivery or collection details
- That is the whole of our agreement for this supply and supersedes any previous agreement we may have had in relation to it. No variation to the agreement is valid unless it is in writing and is signed by authorised representatives of both of us.
- All prices are subject to market fluctuations and the actual prices invoiced shall be the Sellers prices ruling at the date of despatch. The Seller shall be entitled to charge the buyer the amount of value added tax on all invoices.
TERMS OF PAYMENT
- Unless otherwise stated, payment must be made within 30 days from the date of invoice.
- We reserve the right to withhold further deliveries until the overdue amount is paid in full.
- We reserve the right to charge interest on overdue accounts at the rate of 3% per month.
- All prices are subject to market fluctuations and the actual prices to be paid by the Buyer shall be the Seller’s price ruling at the date of despatch. The Seller shall be entitled to charge the Buyer the amount of Value Added Tax for which the Seller is liable.
- Unless otherwise stated, payment must be made within 30 days from the date of invoice.
- The time of payment of the price shall be of the essence.
- If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:
- cancel the contract or suspend any further deliveries to the Buyer; and
- appropriate any payment made by the Buyer to such of the goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (not withstanding any purported appropriation by the Buyer);and
- charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of 3 per cent per annum above base rate from time to time, until payment in full is made (a part of the month being treated as a full month for the purpose of calculating interest).
- Mainland UK goods dispatched from the Seller within our road delivery area will be ‘Carriage Paid’, providing the products are standard catalogue items.
- Outside our van delivery area, carriage will be charged by agreement between the Seller and the Buyer.
- Direct deliveries are goods delivered to the Buyer direct from the supplier and will be invoiced at negotiated prices, which will be subject to our normal terms of business.
- Claims in respect of short deliveries or damage to goods in transit must be notified by the Buyer to the Seller within 3 days of receipt of the goods. Telephone notification must be confirmed in writing.
- Where outside carriers are used, it is essential that the carrying company is notified also, as to damage, loss or non-delivery.
- Any date of delivery given by the Seller or his Agent shall be deemed to be an estimate only.
- If goods are contracted to be delivered by installment shall not entitle the Buyer to reject any other installment under the same contract.
- Unless we receive written instructions to the contrary, we shall substitute the nearest product available for any item which is out of stock at the time of ordering.
- Any descriptions and illustrations contained in any catalogues, price lists, advertising matter and any other literature of the Seller, are representative of the goods described therein.
RESERVATION OF TITLE
- Notwithstanding delivery of the Goods and passing of risk in the Goods, the Goods shall remain the absolute property of the Seller until the Seller has received payment of all amounts invoiced and in due respect of;
- the Goods; and
- all other sums which are or which became due to the Seller from the Buyer on any account.
- If the Seller repossesses any Goods from the Buyer for which the Buyer has already paid in accordance with clause 6(a), the Seller shall be under no obligation to refund all or any part of the price so paid by the Buyer.
- The risk in the Goods shall be that of the Buyer from the moment that the Goods are delivered to the Buyer’s premises or in accordance with the Buyer’s instructions.
- Until ownership of the Goods has passed to the Buyer, the Buyer must:
- keep the Goods in such a way as to identify them clearly as belonging to the Seller and shall allow the Seller or its representative access to the Buyer’s premises, in order to ensure that the Goods are clearly identified as the property of the Seller;
- not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
- maintain the Goods in satisfactory condition, insured on the Seller’s behalf for their full price against all risks to the reasonable satisfaction of the Seller and on request, the Buyer shall procure the policy of insurance to the Seller;
- Deliver-up the Goods to the Seller at the Buyer’s expense upon the request of the Seller.
- The Buyer’s right to possession of the Goods shall terminate immediately a payment shall become due or if the Buyer shall:
- have a Bankruptcy Order made against him or make some arrangement or composition with his creditors or otherwise takes the benefit of any act for the time being in force for the relief of insolvent debtors.
- (being a body corporate) convene a meeting of creditors (whether formal or informal), or enter into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation or have a Receiver and/or Manager, Administrator or Administrative Receiver appointed of its undertaking or any part thereof or pass a resolution or present a petition 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 recommended relating to the insolvency or possible insolvency of the Buyer;
- suffer or allow any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it;
- fail to observe/perform any of his or its obligations under these Conditions of Sale or any other contract between the Seller and the Buyer;
- be unable to pay its debt within the meaning of Section 123 of the Insolvency Act 1986 or the Buyer ceases to trade;
- encumber or in any way charges any of the Goods.
- The Buyer grants the Seller, its agents and employees, an irrevocable license 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.
- Our representatives/van drivers are not authorised to accept the return of goods delivered unless they are in possession of a Goods Returns Note. To enable prompt credit of these goods, we must request that the original delivery note or invoice number is quoted.
- Goods not required must be returned within 14 days of receipt, in original packaging and in a re-saleable condition.
- Special items purchased for the Buyer cannot be cancelled or returned once the order has been placed.
- In all other circumstances, the prior agreement of the Seller must be received by the Buyer to his return of goods.
- We reserve the right to alter or terminate credit facilities at any time if:-
- Any sum is owing and overdue by the Buyer to the Seller.
- The Buyer is in breach of any term of contract.
- The Buyer enters any composition or arrangement with its creditors or becomes bankrupt or insolvent.
- The Seller shall not be bound by any oral warranty or representation given or made on its behalf, unless confirmed in writing.
- The Seller shall not be liable for any loss, damage or expense suffered or incurred as a consequence of or arising out of and the Buyer shall not be entitled to terminate any contract by reason of or on account of war, act of God, civil commotion, riots, strikes, lock-outs, fog, flood, act of Government or any other bad weather conditions.
ARTWORK, PROOFS, ETC
- At the Sellers discretion, all artwork, proofs, etc., on and after first proof produced or special materials purchased at the Buyers request may be considered an order and charged for.
- No responsibility will be accepted for any error in proofs passed by him.
- The Seller shall be indemnified by the Buyer against any claim by a third party against the Seller arising out of any goods supplies to or work done for the Buyer, including any infringement of copyright, patents, trade marks or registered design.
DEFAULT BY CUSTOMER
- If the customer default in any of his obligations to us or commits any breach of the terms of any contract entered into by us, then we shall have the right to terminate without notice any agreements, orders or obligations and invoice the customer for any work performed and expense incurred including loss of profit.
- If any provision of these Terms and Conditions is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or party illegal, invalid, void, void able, unenforceable or unreasonable it shall, to the extent of such legality, invalidity, void ness, void ability, unenforceability or unreasonableness be deemed severable and the remaining provisions of these Terms and Conditions and the remainder of such provision shall continue in full force and effect.
SPECIAL ORDER ITEMS
- Non Stock items which are not carried as a stock line and are therefore classed as ‘Special Order items’ are non returnable once the order has been placed, whether verbally or by official purchase order. Cancellation of ‘Special Order Items’ are still chargeable and will be payable at the invoice date supplied
- You agree that we may disclose details of and relating to any transaction to which these conditions apply to any group, company, subsidiary company or professional employed by us or them and to our Financiers and any credit reference agency pursuant to their standard terms and conditions relating to the Data Protection Act 1998.
- The contract shall be governed by and construed in accordance with the Law of England.