In the following Conditions reference to the Seller means Marl International Limited. The Purchaser means the person or company who purchases the Goods from the Seller. Reference to Goods means items or services to be supplied by the Seller. Reference to Director means an
authorised employee of the Seller. Orders are accepted by the Seller subject to and in accordance with these Conditions. These Conditions will take precedence and will override and exclude any terms or conditions referred to in any negotiations or course of trading between the Seller and Buyer or set out in the Purchasers standard terms and conditions. No variation to these Conditions is permitted unless expressly authorised in writing by a Director of the Seller.
(a) Quotations are valid for thirty (30) days from the date of the written quotation unless otherwise stated and represent no obligation until the Seller accepts the Purchaser’s order.
(b) Should the Exchange Rate applied to a quote vary by 5% or more then Marl reserves the right to adjust the quote pricing accordingly.
(c) In the event of inconsistency between the Seller and the Purchaser’s conditions the Seller's shall prevail. No variation of the Seller's conditions shall be binding upon the Seller unless and until the variation has been accepted in writing by a Director on behalf of the Seller.
(d) Nothing contained in any other document, technical data, literature or catalogue shall be deemed to be incorporated in any contract with the Seller unless expressly incorporated by agreement in writing by a Director of the Seller.
(e) The Seller at its sole discretion will accept verbal orders provided the Purchaser supplies an order reference, has an account with the Seller and such account is up to date with no outstanding issues. Notwithstanding the lack of a written order acknowledgement from the Seller, orders accepted verbally shall be subject to these Conditions of Sale and if an order is duplicated as a result of failure to state clearly ‘Confirmation of Verbal Order’ on the written confirmation the Purchaser will accept any duplicated shipment and make payment therefore or incur a cancellation charge as per these Conditions of Sale.
(a) Unless otherwise stated the Seller shall be deemed to have fulfilled its order obligation when the Purchaser has been notified that Goods are ready at the Seller’s premises for inspection and/or despatch.
(b) Any delivery period shall be deemed only to be an estimate. Delivery periods quoted shall commence on the Seller’s acknowledgement of order. The Seller shall take reasonable steps to deliver the goods at the time requested by the Purchaser but the Seller shall not be liable for any loss or damage suffered by the Purchaser as a result of the Seller’s failure to deliver the goods in accordance with the contract. The Seller will not accept liability for consequential losses under any circumstances.
(c) If any order for Goods is to be delivered by several instalments each such instalment shall be treated as a separate and identifiable contract and the right of either party there under shall be construed accordingly save only that the Seller may suspend delivery and the purchase of components used in the order (which may cause delay in meeting the original acknowledged delivery date) whilst payment is overdue in respect of any previous instalment or transaction with the Purchaser. In the event of failure by the Purchaser to accept delivery of any instalment that instalment shall be invoiced on the due date and storage costs charged at the applicable market rate to the Purchaser’s account, the goods being held entirely at the Purchaser’s risk.
(a) Prices are subject to adjustment at any time before the date of delivery unless the order has been acknowledged as a Fixed Price. In the event of any variation in the cost to the Seller of supplying the goods including but not limited to (without prejudice to the generality of the above) any changes in the cost to the Seller of wages, materials or changes in exchange rates.
(b) Prices may be subject to adjustment where the Purchaser requests modification to the goods ordered.
(c) The Seller reserves the right to make an additional charge for packaging and preparation of formal release documentation and Certificate of Conformity for the goods.
(d) Prices do not include VAT unless expressly stated. However, VAT will be charged at the rate applicable at the time of invoicing.
(a) Ownership will pass to the Buyer on invoicing in full of the Goods by the Seller.
(b) The risk in the goods shall pass to the Purchaser on delivery to their premises if carriage has been arranged by the Seller. In the event of the Purchaser arranging delivery, risk in the goods shall pass to the Purchaser on collection from the Seller’s premises.
Claims arising out of any damage or loss in transit arranged by the Seller must be lodged with the Seller and where appropriate with the Carrier within three days of delivery to the Purchaser or within five days of the date of despatch by the Seller if arising out of failure of goods to reach their destination. The return of goods will not be accepted unless the Seller or its representative shall first have had the opportunity of examining them, thereafter goods accepted only after negotiation.
(a) All prices quoted by the Seller are strictly ex works. Where no other terms of payment have been agreed in writing, payment in respect of any goods shall be due on notification by the Seller that goods are ready for despatch unless credit account terms have previously been agreed.
(b) For Credit Account Purchasers, unless otherwise agreed, payment shall be due thirty days after date of invoice except where the Seller stipulates ‘cash with order’ terms. Payment shall not be withheld on account of any cross or counter claim by the Purchaser against the Seller. No rights of offset of any payments will be permitted.
(c) The Seller reserves the right to suspend or cancel any unfulfilled contract for the supply of goods where payment for any contract between the parties remains outstanding after the due date of payment or where in the reasonable opinion of the Seller the Buyer is unlikely to be able or willing to pay his debts as they fall due.
(d) The Seller reserves the right to change, limit the amount of, or withdraw any credit extended to the Purchaser at any time.
(a) The Seller reserves the right to make without notice any modifications, improvements or alterations to goods described in any catalogue or specifications provided goods are not made unsuitable for their intended purpose.
(b) The Seller shall make every effort to ensure the accuracy of technical data, literature and catalogues relating to the goods but the Seller (so far as permitted by law) shall not be liable in contract, tort or otherwise for any damage howsoever arising from any error or omission in such technical data, literature or catalogues.
(a) Where the Seller is the manufacturer, the Goods shall be guaranteed for a period of 12 months from the date of dispatch providing such goods have be handled, stored and used in accordance with good industrial practices or as specified by the Seller.
(b) In the event that the Seller is not the original manufacturer of a part or the whole of the order then details of any original supplier or manufacturers guarantee or warranty shall be made available by the Seller on request.
(c) Under no circumstances shall the Seller’s responsibility to the Buyer under any guarantee or warranty exceed that of the original order value of the specific item.
(a) In this clause, ‘IPR’ means any and all intellectual property rights of the Seller in the Goods and in any documents, papers, data and reports which are prepared by or on behalf of the Seller in the course of supplying the Goods in each case whether or not those rights are registered or registerable in any country and, if registerable, whether or not registered or unregistered and including (but not limited to) the patents, trademarks, registered designs, copyright, rights in the nature of copyright, other similar rights in any part of the world, applications for any of the foregoing and in addition the discoveries, creations, inventions and know-how of the Seller.
(b) The IPR shall remain at all times the property of the Seller and the supply of Goods by the Seller or the provision of any documents, papers, data and reports by or on behalf of the Seller in the course of supplying the Goods shall not confer any licence or right for the Purchaser to use the IPR (or any part of it).
(c) The Purchaser agrees not to i) use the IPR (or any part of it) for any purposes other than those contemplated by these Conditions of Sale, ii) disclose the IPR (or any part of it) to any third party, iii) do or to cause or permit anything to be done which may damage or endanger the IPR (or any part of it), iv) reverse engineer and/or disassemble the Goods and v) procure, assist or allow others to do any of the foregoing acts.
(d) The Seller offers no warranty that the use of the Goods by the Purchaser will not infringe the intellectual property rights of any third party.
(a) Order cancellations will not be accepted unless the Seller is notified in writing at least ninety (90) days prior to the date of despatch. This period may be extended at the Sellers discretion and will be documented on the quotation. Should the purchaser amend or cancel an order, The Seller shall be entitled to levy a cancellation charge to cover all reasonable costs incurred by the Supplier in fulfilling the order up until the date of amendment or cancellation.
(b) All cancellations must be received in writing. No goods may be returned by the Purchaser to the Seller unless prior written agreement has been received.
(c) Please note; where parts have been purchased by the Seller or may not be cancelled on our Supplier, no cancellation will be permitted.
If the Seller cannot deliver some or all of the goods ordered for any reason including any lack of delivery or other instructions from the Purchaser or on account of Act of God, force majeure, riot, fire, strike, traffic disturbance, breakdown of machinery or scarcity of materials, the Seller reserves the right to cancel the order subsequent to its acknowledgement, either totally or in part, in which case the Seller shall not be liable for any loss thereby caused to the Purchaser or any other person or company.
(a) The Seller shall only be liable to the Buyer for loss or damage caused through death or personal injury as a result of the Seller’s negligence and in no other circumstances whatsoever, save as aforesaid, the Seller shall not be liable in contract, tort or otherwise for any loss or damage whatsoever or howsoever suffered by the Buyer arising out of or in connection with the supply of goods by the Seller, other than to supply goods conforming to the original agreed specification or at the Seller’s option to refund the Buyer any monies already paid in respect of goods.
(b) All implied warranties and conditions whether implied by statute, regulation or by trade custom, common law or otherwise, which may lawfully be excluded, are hereby excluded.
The construction and interpretation of the Conditions of Sale shall be governed by the laws of England and the parties to any contract to which these conditions apply shall submit to the exclusive jurisdiction of the English Courts.