CONDITIONS OF SALE
1 Interpretation
1.1 In these Conditions:
'BUYER' means the person who accepts a quotation of the seller for the sale of the Goods or whose order for the Goods is accepted by the Seller.
'GOODS' means the goods (including any instalment of the goods of any part for them) which the Seller is to supply in accordance with these Conditions.
'SELLER' means MRL Midlands Limited (registered in England under number 7090933)
'CONDITIONS' means the standard terms and condition of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller
'CONTRACT' means the contract for the purchase and sale of the Goods.
'WRITING' includes email, telex, cable, facsimile transmission and comparable means of communication.
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3 The heading in these Conditions are for convenience only and shall not affect their interpretation.
2 Basis of the sale
2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of the Seller which is accepted by the Buyer, or any written order of the Buyer which is accepted by the Seller, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer.
2.2 No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Seller.
2.3 The Seller's employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in Writing. In entering into the Contract the Buyer acknowledges that it does not rely on any such representations which are not so confirmed.
2.4 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or it employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by the Seller is followed or acted upon entirely at the Buyer's own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
3 Order and specifications
3.1 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any application specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
3.2 The quantity, quality and description of and any specification for the Goods shall be those set out in the Seller's quotation (if accepted by the Buyer) or the Buyer's order (if accepted by the Seller).
3.3 If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damage, costs and expenses awarded or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Seller's use of the Buyer's specification.
3.4 The Seller reserves the right to make any changes in the specification of the Goods which are required to confirm with any applicable statutory or EC requirements or, where the Goods are to be supplied to the Seller's specifications, which do not materially affect their quality or performance.
3.5 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), cost (including the cost of all labour and materials used), damage, charges and expenses incurred by the Seller as a result of cancellation.
3.6 Exchange items labelled as “exchange” these products are sold on the basis that the same product that has been purchased is returned to the Seller within 30 days of receipt of the replacement product. Full manufactures cost will be charged if the product is not returned to the Seller within the 30 days to replace the exchange item(s) sold by MRL Midlands.
3A Special offers
3A.1 The promotional discount or free gift is only available for items purchased from www.mrlmidlands.co.uk or have “special offer” advertised on the product.
3A.2 Promotional discounts or gifts are only available while supplies last.
3A.3 The Seller reserves the right to withdraw the offer at any time.
3A.4 Offers are only available during the time stated.
3A.5 A valid email address is required for all promotions, any gifts that are emailed will be sent to the email address provided.
3B Amazon Vouchers
3B.1 Amazon vouchers are provided over spends off £200.
3B.2 The voucher values are 10% rounded up the next £1
3B.3 Intermediate spends receive the last threshold voucher value.
3B.4 Example transaction value of £ 248.00 exc VAT would receive a £ 25 voucher.
3B.5 There is 1 voucher per transaction.
3B.6 Transactions must be made through the website.
3B.7 £600 Minimum Order Chemicals are excluded from this offer.
3B.8 Closing date is the 23rd December 2021 at 3PM.
3B.9 Excludes VAT.
4 Price of the goods
4.1 The price of the Goods shall be the Seller's quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Seller's published price list current at the date of acceptance of the order. All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer.
4.2 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increases in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the cost of labour, materials or other cost of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
4.3 Except as otherwise stated under the terms of any quotation or in any price list of the Seller, and unless otherwise agreed in Writing between the Buyer and the Seller, all prices are given by the Seller on an ex-works basis, and where the Seller agrees to deliver the Goods otherwise than at the Sellers premises, the Buyer shall be liable to pay the Seller's charges for transport, packaging and insurance.
4.4 The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Seller.
5 Terms of Payment
5.1 Subject to any special terms agreed in Writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.
5.2 The Buyer shall pay the price of the Goods within 30 days from end of month of the date of the Seller's invoice, and the Seller shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
5.3 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:
5.3.1 Cancel the contract or suspend any further deliveries to the Buyer;
5.3.2 Appropriate any payments 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 (notwithstanding any purported appropriation by the Buyer); and
5.3.3 Charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of 8% per cent per annum above Natwest Bank base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest), together with any reasonable legal or other fees incurred by the Seller in the recovery of the debt
6 Delivery
6.1 Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller's premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place.
6.2 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by the Seller in Writing. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
6.3 The Seller reserves the right to deliver the Goods in instalments and where the Goods are delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
6.4 If the Seller fails to deliver the Goods (or any instalment) for any reason other than any cause beyond the Seller's reasonable control or the Buyer's fault, and the Seller is accordingly liable to the Buyer, the Seller liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.
6.5 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (other-wise than by reason of any cause beyond the Buyer's reasonable control or by reason of the Seller's fault) than, without prejudice to any other right or remedy available to the Seller, the Seller may:
6.5.1 Store the Goods until actual delivery and charge the Buyer for reasonable costs (including insurance) of storage; or
6.5.2 Sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.
6.6 Any claim by the Buyer in respect of any alleged short delivery must be notified to the Seller by notice in writing by the Buyer within 7 working days of delivery of the Goods. The Seller will not accept any claim in respect of any alleged shortage of delivery notified after this time.
6.7 "Guaranteed pre-12pm deliveries" applies to orders before 3pm & only applies to stock items delivered within the UK.
6.8 “£10 delivery to any EU destination” applies to any European country which is part of the EU & excludes the UK.
7 Goods Returned
7.1 The Company will not accept any Goods returned unless agreed in advance with the Company. The Company will not accept debit notes and with the exception of Goods deemed to be defective and covered under warranty, reserve the right to return the Goods to the Purchaser or make a 25% re-stocking charge after the goods have been accepted.
8 Risk and Property
8.1 Risk of damage to or loss of the Goods shall pass to the Buyer:
8.1.1 In the case of Goods to be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or
8.1.2 In the case of Goods to be delivered otherwise than at the Seller’s premises, at the time of delivery or, of the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
8.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other Goods agreed to be sold by the Seller to the Buyer for which payment is then due.
8.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property, but shall be entitled to resell or use the Goods in the ordinary course of its business.
8.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
8.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
9 Warranties and liability
9.1 Subject to the conditions set out below the Seller warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of 12 months from the date of their initial use or 12 months from delivery, whichever is the first to expire.
9.2 The above warranty is given to the Seller subject to the following conditions:
9.2.1 The Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer;
9.2.2 The Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Seller’s approval;
9.2.3 The Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price of the Goods has not been paid by the due date for payment;
9.2.4 The above warranty does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller.
9.3 Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of The Unfair Contract Terms Act 1977 as amended) all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
9.4 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the goods or their failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace the Goods (or the part in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer.
9.5 Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other terms, or any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Conditions.
9.6 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the forgoing, the following shall be regarded as cause beyond the Seller’s reasonable control:
9.6.1 Act of God, explosion, flood, tempest, fire or accident;
9.6.2 War or threat of war, sabotage, insurrection, civil disturbance or requisition;
9.6.3 Acts, restriction, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
9.6.4 Import or export regulations or embargoes;
9.6.5 Strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);
9.6.6 Difficulties in obtaining raw materials, labour, fuel, parts or machinery;
9.6.7 Power failure or breakdown in machinery.
10 Force Majeure
10.1 The Company shall not be liable for any loss, damage or claims of any kind for non-performance in whole or part of its obligations under the Contract due to causes beyond control of either the Company, or of the Company’s suppliers including, but not limited to war (whether an actual declaration thereof is made or not), sabotage, insurrection or other act of civil disobedience, acts of the Purchaser or a third party, failure or delay in transportation, acts of any government or any agency or subdivision thereof, government regulations, judicial actions, labour disputes, strikes, embargoes, illness, accident, fire, explosion, flood tempest or other acts of god, delay in delivery to the Company or the Company’s suppliers or shortage of labour, fuel, raw materials or machinery or technical failure. In any such event, the Company may, without liability, cancel or vary the terms of the Contract including, but not limited to, extending the time for performing the Contract for a period of at least equal to the time lost by reason of such an event.
11 Insolvency of Buyer
11.1 This clause applies if:
11.1.1 The Buyer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction) or;
11.1.2 An encumbrance takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
11.1.3 The Buyer ceases, or threatens to cease, to carry on business; or
11.1.4 The Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
11.2 If this clause applies 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 under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
12 Retention of title
12.1 Legal and beneficial title to the goods or service supplied to the purchaser shall not pass to the purchaser until the full invoice price thereof and all sums due to the seller and other application charges shall have been received by the seller.
12.2 Until title to the goods and service has passed as bailee for the seller shall keep them separate and distinct from any other goods in the purchaser's possession and identifiable as being the property of the seller.
12.3 The purchaser hereby grants the seller and its agents an irrevocable licence to enter at any time any vehicle or premises owned or occupied by the purchaser or in its possession for the purpose of repossessing and removing any such goods the property in which has remained in the Seller under Clause (10A.1) hereof.
12.4 Until title in the goods and services has passed, the purchaser shall be entitled to sell the goods in the ordinary course of business, however, the purchaser shall hold the proceeds of sale or of any insurance claim following loss of the goods on trust for the seller.
12.5 Leiien: The seller retains a general lien on all property of the purchaser in its possession for any unpaid balance due from the purchaser for whatever purpose and whether worked upon or not and be entitled on the expiry of 2l days notice in writing to the purchaser to dispose of such
property and to apply the proceeds towards the satisfaction of such debts.
12.6 Set Off: If the purchaser shall become bankrupt or insolvent or compound with creditors, or in the event of a resolution being passed or proceedings being commenced for the liquidation of the purchaser, or if an administrative receiver or manager is appointed of all or any part of its assets, or undertakings, the seller shall be entitled to cancel the contract in whole or in part and also that the seller shall reserve the right to offset any monies owed to the purchaser against any outstanding debt existing from the purchaser to the seller.
13 General
13.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the levant time have been notified pursuant to this provision to the party giving the notice.
13.2 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
13.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in questions shall not be affected.
13.4 The Contract shall be governed by the laws of England and Wales, and the Buyer agrees to submit to the non-exclusive jurisdiction of the English courts.
14. Credit reference agencies:
14.1 In order to process your credit application we will supply your personal information to credit reference agencies (CRAs) and they will give us information about you, such as about your financial history. We do this to assess creditworthiness and product suitability, check your identity, manage your account, trace and recover debts and prevent criminal activity. We will also continue to exchange information about you with CRAs on an ongoing basis, including about your settled accounts and any debts not fully repaid on time. CRAs will share your information with other organisations. The identities of the CRAs, and the ways in which they use and share personal information, are explained in more detail at http://www.experian.co.uk/crain/index.html