These Conditions are the sole terms on which MHM Direct GB (a division of Performance Nautique Ltd) (hereinafter referred to as “the Company”) contract for the sale and/or supply of goods and services, and no variation or modification of these Terms and Conditions (notwithstanding any conditions or terms included in the Customers Order or any subsequent document) shall be of any effect unless agreed in writing and signed by a Director of the Company.
Unless otherwise expressly stated in writing all quotations and estimates by the Company are invitations to treat. The Customer’s order is an offer and will become binding upon the Company issuing its confirmation of the order. A confirmed order may only be cancelled or varied with the Company’s written consent; the giving of the Company’s consent shall not in any way prejudice the Company’s right to recover from the Customer full compensation for any loss or expense arising from such cancellation or variation pursuant to Condition 8 below.
Prices for the Company’s goods may be subject to alteration and orders are accepted on the basis that the goods will be invoiced at the price ruling at the date of despatch by the Company (unless otherwise stated on the Company’s quotation) and all prices are subject to the addition of Value Added Tax at the appropriate rate.
Payment shall be made by the Customer promptly in accordance with the terms shown on the Company’s invoice, and if the terms are not fulfilled in full the Company shall be entitled to charge interest on the amount overdue at 4% above the Base Rate of National Westminster Bank PLC ruling at that time, accruing daily. The Customer shall lose the benefit of any previously agreed discount if prompt payment is not made in full. Furthermore, the Customer shall pay all accounts in full and shall not have or exercise any rights of set-off or counter-claim against invoices submitted. The terms of payment can only be varied by agreement of the Company in writing and signed by a Director.
Title to the goods shall not pass to the Customer until the goods are paid for in full by the Customer, and the Company shall have the right to recover from the Customer the cost of installation, removal, return transport and diminution in value of any such goods not paid in full. The Company reserves the right to recover from the Customer the lost profit on any contract breached by the Customer’s non-payment where there is no available market for resale of the goods following their recovery.
The risk in all goods sold by the Company shall pass to the Customer as soon as the goods are off-loaded at or outside the Customer’s premises, and it shall be the Customer’s responsibility to insure the goods against all normal risks thereafter, notwithstanding that the title to the goods may not have passed to the Customer.
The Company will use its best endeavours to deliver the goods on the estimated date for delivery, but does not guarantee to do so. Any times and/or dates whenever and howsoever stated or given by the Company are given and intended as best estimates only, and shall under no circumstances whatsoever be or become of the essence of any Contract between the Company and the Customer, and the Company shall under no circumstances whatsoever be liable to the Customer for any loss, damage or expenses whether caused directly or indirectly by or from any delay in the delivery of the goods. If delivery is delayed by force majeure or any other cause beyond the reasonable control of the Company a reasonable extension of time for delivery shall be granted. The Company will deliver as near as possible to the Customer’s premises as a safe hard road permits. Where goods are not delivered by the Company but by an independent carrier, delivery to the carrier shall be deemed to be delivery to the Customer, unless otherwise agreed with the Customer by the Company in writing, the Customer shall be responsible for the provision of equipment for off-loading and removing the goods onto site, at the Customers cost. The Customer must also ensure that sufficient labour is available, where necessary, to enable plant or machinery to be manoeuvred into position in readiness for installation.
The Company reserves the right to refuse cancellations of confirmed orders placed by Customers, and refuse acceptance of goods returned to the Company without permission. In respect of any goods returned to the Company with its permission, or goods which have been supplied on a sale or return basis, the Customer shall be responsible for the initial installation cost and transport, the cost of the removal of the goods and return transport, and a restocking charge of 10% of the total value of the Company’s invoice or £5, whichever is the greater.
When the company’s goods are supplied on sale or return basis, it shall be the duty of the Customer to insure the goods against all risks, and the Customer shall produce for the inspection of the Company an appropriate valid Certificate of Insurance Cover. The Customer shall be entirely responsible for the goods whilst they are in its possession and it shall be responsible for any damage caused to the goods whilst in its possession and for the cost of any refurbishment work. The Customer shall permit the Company, its servants or agents to inspect and repair the goods during the trial period, upon giving reasonable notice to the Customer.
Information regarding the Company’s goods as contained in catalogues, brochures and any other printed matter provided by the Company to the Customers are given in good faith but are intended as being approximate, and it shall be the duty of the Customer to rely on its own judgement as to the nature, quality and suitability for its purpose of the Company’s goods. The Company reserves the right to alter or amend specifications without prior notice.
Where goods are delivered by outside carriers, claims due to damage or loss cannot be entertained unless the carriers and the Company are notified in writing within three days from the date of delivery. Where goods are delivered by the Company, the Customer shall carry out a thorough inspection of the goods within a reasonable time after their delivery and shall give written notification to the Company forthwith of any defects which a reasonable examination would have revealed.
The Company undertakes to repair or replace (at its option) any goods which prove to its reasonable satisfaction to be defective under careful use during the Guarantee period, whether due to faulty materials or workmanship of the Company, its associates or suppliers. The liability of the Company under this guarantee shall be limited to the invoice of the components replaced or repaired. It shall be a condition precedent of the above guarantee given by the Company that; The Customer shall notify the Company of any defect in the goods within the guarantee period, and the Customer shall not have attempted to repair the goods himself or in any way interfered with the goods. The Company shall not be liable for loss of profit or goodwill or other consequential loss of the Customer or any other person arising from any breach of this contract and it shall be the duty of the Customer to insure against consequential loss or damage whenever possible, and in the event that such loss or damage occurs the Customer shall take all reasonable steps to minimise the said loss or damage.
The Company shall not be responsible in any manner whatsoever for its failure to perform all or part of the Contract as a result of interruption of the Contract by Act of God, sanctions, embargo or any other restriction or Order of any Government or agencies or by war, threat of war, warlike conditions, mobilisation, blockade, revolution, civil commotion, riot malicious damage, sabotage, strike, lock-out, sickness, epidemic, fire, flood, earthquake, breakdown at the Company’s or any associated factories, accidents, curtailment in manufacture, transportation or any other circumstances beyond the control of the Company. Shipment or transportation of goods invoiced in any of the aforementioned matters may be delayed for a period necessary for restoration from such disturbances.
The Laws of England and Wales shall be only applicable to this Contract and any litigation arising out of this Contract shall be conducted only in England.