Terms & Conditions
Manuflex Limited Standard Terms and Conditions of Sale (“conditions”)
INTERPRETATION
The definitions and rules of interpretation in this condition apply in these conditions:
“Buyer” means the person or other entity buying goods from Manuflex;
"Contract" means any contract for the sale of goods entered into from time to time by the Buyer and Manuflex, incorporating these conditions;
“Goods” means the items being supplied pursuant to a Contract (including any part or parts of them);
“Order” means the Buyer's instructions to Manuflex to supply goods;
“Parties” means Manuflex and the Buyer;
"Price" means, in respect of particular Goods, Manuflex's price for the Goods (as stated on Manuflex's invoice or as agreed with the Buyer in advance of entering into a Contract and set out in a written acknowledgment of Order);
“Manuflex” means Manuflex Limited.
Words in the singular include the plural and in the plural include the singular.
A reference to one gender includes a reference to the other gender.
Condition headings do not affect the interpretation of these conditions.
CONDITIONS APPLICABLE
These conditions contain terms relating to the sale from time to time of Goods to the Buyer by Manuflex and shall apply to all Contracts to the exclusion of all other terms and conditions including without limitation any terms or conditions which the Buyer may purport to apply under any Order, confirmation of Order or similar document. In the event of a dispute between these conditions and any conflicting conditions relied on by the Buyer, these conditions shall take precedence. These conditions constitute the whole and only agreement and understanding between the Parties with respect to the supply of Goods and supersede and cancel any previous agreements or understandings, whether oral, written or implied. These conditions may be amended from time to time by Manuflex by posting such amendments on its website at www.manuflex.co.uk.
Each Order by the Buyer shall be deemed to be an offer by the Buyer to purchase Goods subject to these conditions as varied in accordance with condition 2.1 above.
No Order placed by the Buyer shall be deemed to be accepted by Manuflex until a written acknowledgement of order is issued by Manuflex or (if earlier) Manuflex delivers the Goods to the Buyer.
It is the Buyer's responsibility to ensure that the terms of the Order are complete and accurate.
Any variation to these conditions (including any special terms and conditions agreed between the Parties) shall be inapplicable unless expressly agreed in writing by Manuflex and signed by a company director of Manuflex. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Manuflex which is not set out in the Contract. Nothing in this condition shall exclude or limit Manuflex's liability for fraudulent misrepresentation.
PRICE
The Price shall be ex Works (as such term is defined in Incoterms 2000), exclusive of Value Added Tax, any other applicable sales tax and all costs or charges in relation to insurance, carriage, loading and unloading incurred by Manuflex ("Other Costs"). VAT, any other applicable sales tax and Other Costs must be paid by the Buyer to Manuflex at the same time as payment is made for Goods under any of these conditions.
Any quotation is valid for a period of 60 days from its date, provided that Manuflex has not previously withdrawn it.
Carriage of the Goods and any export or import arrangements are to be organised by the Buyer unless otherwise instructed at order placement. The Goods are to be collected from Manuflex’s manufacturing premises at One A, Commerce Way, Walrow Industrial Estate, Highbridge, Somerset, TA9 4AG.
PAYMENT TERMS
Manuflex must receive payment equivalent to 100% of the Price (plus an equivalent proportion of the relevant VAT, any other applicable sales tax and Other Costs) without any deduction whether by way of set-off, counterclaim or otherwise upon acceptance of an Order. No Order shall be binding until such payment has been received or waived by Manuflex in writing.
OR
If a credit account is agreed and written confirmation is signed, payment must be received in full without any deduction whether by way of set-off, counterclaim or otherwise 30 days from the date of the invoice.
Payment shall not be deemed to have been made until Manuflex has received cleared funds.
Manuflex reserves the right to suspend any further deliveries until any overdue amount under any Contract is paid in full.
Manuflex reserves the right to charge interest on overdue accounts at of the greater of 5% or 3% above 1 year LIBOR per annum, calculated on the outstanding balance (including interest) until payment is made (whether before or after any judgment).
DELIVERY
Where it has been specified in the Contract that Manuflex shall deliver the Goods it shall do so within 45 days of receipt of an accepted binding Order.
Each delivery of Goods is to be accompanied by an invoice for the Goods delivered.
Any delivery dates, arrangements and times are Manuflex's estimates only. Without prejudice to the provisions of clauses 6.1 and 6.3 Manuflex will not be liable for any failure or delay to meet these estimates, nor will Manuflex be responsible for any costs or expenses incurred as a result of this failure or delay. Time of delivery is not of the essence.
Delivery shall take place:
where Manuflex undertakes to transport the Goods according to the Buyer's instructions, when the Goods are unloaded from Manuflex's medium of transport at the station, port or address specified by the Buyer; or
where the Buyer collects the Goods from Manuflex's place of business, when the Goods are made available for collection by the Buyer at Manuflex's premises.
The Goods shall be at the Buyer's risk from the time of delivery as defined in clause 5.4.
Manuflex shall not be liable for and the Buyer shall fully indemnify Manuflex against any and all costs, charges and expenses incurred due to delay in delivery of the Goods where such delay is a result of the Buyer's failure to provide as and when required all instructions, licences, guarantees, deposits and all such other information and other assistance as may be reasonably required by Manuflex.
Unless it gives notice in writing under either clause 6.2 or clause 7.3 the Buyer shall be deemed to have accepted the Goods and shall have no right to reject the Goods.
If the Buyer accepts some of the Goods delivered under a Contract then the Buyer may not reject the rest of the Goods delivered under that Contract.
If the Buyer properly rejects any of the Goods supplied under a Contract the Buyer shall nonetheless pay for such Goods unless the Buyer promptly gives notice of rejection in writing to Manuflex and at the Buyer's cost returns such Goods to Manuflex before the date when payment of the Price is due.
NON-DELIVERY AND DEFECTS ON DELIVERY
The quantity of any consignment of Goods as recorded by Manuflex on despatch from Manuflex's place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary. The Buyer shall have no claim for non-delivery of the Goods if it does not notify Manuflex in writing within 3 working days of the date when the Goods would in the ordinary course of business have been delivered that the Goods have not been delivered.
It is the responsibility of the Buyer to inspect the Goods on delivery. The Buyer will have no claim for any shortage or defect apparent on inspection of the Goods if it does not notify Manuflex in writing within 3 working days of the Goods being delivered.
In the event that the Buyer gives notice to Manuflex in accordance with either clause 6.1 or 6.2 Manuflex shall at its option either replace any relevant Goods or refund or issue a credit note to the pro rata value of the Price of the defective or undelivered Goods. No other remedy shall be available to the Buyer.
WARRANTY AND LIMITATION OF LIABILITY
Without prejudice to clause 6.2 Manuflex warrants that all products are manufactured in accordance with the standard specifications set out in Manuflex's product specification in relation to the Goods current at the date of the order and made available to the Buyer on request.
Manuflex warrants that it is the holder of all necessary licences, approvals or authorisations required for its manufacture or sale of the Goods to the Buyer.
Manuflex shall not be liable for breach of the warranty given in clause 7.1 unless the Buyer gives written notice of any alleged defect to Manuflex and returns the alleged defective Goods to Manuflex within 24 months of their delivery
Manuflex shall not be liable for breach of the warranty given in clause 7.1 if:
On inspection of the Goods Manuflex reasonably concludes that the Goods are not defective (normal wear and tear of the Goods whilst in operation shall not be considered to be a defect);
the Buyer makes any further use of the Goods after giving notice in accordance with clause 7.3;
the defect arises because the Buyer has not followed Manuflex's instructions as to storage, use or maintenance of the Goods; or
the Buyer alters the Goods or incorporates the Goods into another product without the written consent of Manuflex.
Subject to clauses 7.3 and 7.4 if such Goods do not conform with the warranty given in clause 7.1 and are shown to be defective then the Goods shall be replaced at Manuflex’s cost [including the cost of carriage]. If Manuflex complies with this clause then this shall be the Buyer's exclusive remedy for breach of the warranty in clause 7.1. If, in the reasonable opinion of Manuflex, the Goods are not shown to be defective the Buyer shall meet the cost of carriage and inspection.
Other than as expressly set out herein , Manuflex shall be under no liability whether for breach of contract, misrepresentation, negligence, or for any other reason, for any loss of profits, loss of sales, loss of revenue, indirect, consequential or special loss.
Nothing in these conditions excludes or limits the liability of manuflex:
for death or personal injury caused by Manuflex's negligence;
under Part I of the Consumer Protection Act 1987;
under s12 of the Sale of Goods Act 1979;
for fraudulent misrepresentation.
Without prejudice to clauses 7.6 and 7.7 Manuflex's total liability under any Contract and in relation to anything which Manuflex has done or not done in connection with any Contract (and whether the liability arises because of breach of contract, misrepresentation, negligence or for any other reason) shall be limited to an amount equal to the value of the Goods ordered by the Buyer from Manuflex under the relevant Contract.
Except as set out in these conditions, Manuflex's liability in respect of all other terms, conditions and warranties implied by statute or common law is excluded to the fullest extent that the law allows, including, but not limited to, liability under any implied warranty as to quality and/or fitness for purpose or merchantability.
RETENTION OF TITLE
The Goods (so long as they remain identifiable as such) shall remain the sole and absolute property of Manuflex as legal and equitable owner until such time as the Buyer shall have paid all sums due.
Until title to the Goods passes to the Buyer in accordance with clause 8.1 the Buyer shall:
hold the Goods and each of them on a fiduciary basis as bailee for Manuflex;
not allow the Goods or any of them to become the subject of any charge or lien howsoever arising;
insure and maintain comprehensive insurance of the Goods to the full replacement value thereof against all risks and if required prove to manuflex that such insurance has been effective; and
keep and maintain the Goods in a good condition (at no cost to Manuflex) and agree to store the Goods until they have been paid for or processed and/or re-sold in the normal course of the Buyer's business in such a way that they are readily identifiable as the property of Manuflex.
Notwithstanding that the Goods remain the property of Manuflex the Buyer shall be entitled to re-sell the Goods to a third party in the normal course of the Buyer's business on condition that the Buyer shall insofar as the Price remains unpaid in whole or in part at the time of such processing and /or resale:
act and be deemed to act as principal on its own behalf without imposing any liability on Manuflex to any third party;
hold any proceeds of processing or resale of the Goods on trust for Manuflex and shall ensure such proceeds are not mixed with any other money or paid into any overdrawn bank account and shall at all times be identified as Manuflex's money; and
for the purpose of recovery of any Goods that remain the property of Manuflex, Manuflex, or a representative of Manuflex shall be entitled to enter upon any premises where they are stored or where they are reasonably thought to be stored and re-possess them.
ASSIGNMENT
Any Contract is personal to the Buyer who shall not assign or charge the benefit thereof, without Manuflex's express written consent .
BREACH, INSOLVENCY AND BANKRUPTCY
If the Buyer shall be in breach of these conditions or any other of its obligations to Manuflex, or if any distress or execution shall be levied on the Buyer's property or assets, or if the Buyer shall make any arrangements or composition with its creditors, or commit any act of bankruptcy, or if a petition or receiving order shall be presented or made against it, or if the Buyer is a limited company and any resolution or petition to wind up the Buyer's business (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented, or if a receiver or administrative receiver or administrator or manager is appointed over its undertaking, property or assets or any part thereof, then without prejudice to any other right or claim, Manuflex may by prior notice:
suspend or cancel any further deliveries of Goods or other contractual performance until any default by the Buyer is remedied; either by itself or a company acting on its behalf, have access to the Buyer's premises for the protection, removal, realisation and disposal of any Goods at any time; or terminate all affected Contracts.
Termination shall not affect any of Manuflex's accrued rights or remedies.
FORCE MAJEURE
Manuflex shall not be liable for any loss, damage or expense suffered, or incurred as a consequence of any default caused by happenings or occurrences beyond the control of Manuflex, including but not limited to war, act of god, riots, lockouts, strikes, fog, flood, or any other bad weather conditions, act of government, civil commotion, shortage of labour, raw materials, fire, blocking of or accidents to aeroplane, shipping or railway lines, breakdowns, or accidents to machinery.
LAW AND JURISDICTION
These conditions (and any Contract) and any disputes or claims arising out of or in connection with them are governed by and construed in accordance with English law and the English Courts shall have non-exclusive jurisdiction to decide any such disputes.
RIGHTS OF THIRD PARTIES
Any person who is not one of the Parties has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these conditions but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
NO WAIVER
Failure or delay by Manuflex in exercising any of its rights under these conditions or any Contract shall not be construed asa waiver of any of its rights under the same.
