Mumford & Wood Limited
Terms & Conditions of Sale – September 2014
BASIS OF CONTRACT
Goods supplied under any other contract, shall have been received by the Company. The said amounts shall not be treated as received until a bank account of the Company has been credited therewith in cleared funds.
43. If the Customer:-
43.1 fails to make any payment to the Company when due; or
43.2 breaches the terms of this Contract and, where the breach is capable of remedy, has not remedied the breach within 14 days of receiving notice requiring the breach to be remedied; or
43.3 pledges or charges any Products which remain the property of the Company; or
43.4 ceases or threatens to cease to carry on business; or
43.5 proposes to compound with its creditors, applies for an interim order under Section 252 Insolvency Act 1986 or has a Bankruptcy Petition presented against it; or
43.6 being a Company, enters into voluntary or compulsory liquidation, has a receiver, an administrator or administrative receiver appointed over all or any of its assets; or
43.7 takes or suffers similar action in any jurisdiction; or
43.8 appears to the Company due to the Customer's credit rating to be financially inadequate to meet its obligations under the Contract; or
43.9 appears reasonably to the Company to be about to suffer any of the above events; then the Company shall have the right, without prejudice to any other remedies, to exercise any or all of the rights set out in clause 44 below.
44. If any of the events set out in clause 43 above occurs in relation to the Customer then: -
44.1 the Company may withhold delivery of any undelivered Products and stop any Products in transit;
44.2 the Company may withhold the performance of any Services and cease any Services in progress;
44.3 the Company may cancel, terminate and/or suspend without liability to the Customer any contract with the
44.4 all monies owed by the Customer to the Company shall forthwith become due and payable.
45. The Company shall have a lien over all property or goods belonging to the Customer which may be in the Company's possession in respect of all sums due from the Customer to the Company.
46. Upon the termination of the Contract for any reason if all monies due to the Company from the Customer have not been paid within 14 days of such termination the Company may sell any property or goods over which it has a lien in accordance with clause 45 above (and the Customer agrees that the Company may give good title for such property and/or goods) and shall apply the proceeds of sale firstly in discharging any costs or expenses of sale, secondly in repaying any interest owed by the Customer to the Company, thirdly in payment of any principal sums
owed to the Company and fourthly the Company shall account to the Customer for the remainder (if any).
47. Other than for repairs and refurbishments carried out by the Company, the Company warrants that the Products
and/or Services will be free from defects in materials and/or workmanship in accordance with the Company
48. The above warranty in clause 47 is given by the Company subject to the following conditions:-
48.1 the Company shall be under no liability in respect of any defect in the Products and/or Services arising from any drawing, design or specification supplied by the Customer;
48.2 the Company shall be under no liability in respect of any faults arising after risk in Products has passed which is caused by any subsequent mechanical, chemical, electrolytic or other damage not due to a defect in the Products and/or Services as appropriate; and/or
48.3 the Company shall be under no liability in respect of any faults or defects caused by a wilful damage, abnormal working conditions, failure to follow Company's instructions, misuse, alteration or repair of Products and/or Services without the Company's approval, improper maintenance or negligence on the part of the Customer or a
49. If any Products and/or Services prove to be defective and are covered by the warranty in clause 47 above then
the Company shall at its sole option either repair, replace or re-perform such Products and/or Services.
50. Any work carried out by the Company which is not covered by the warranty will be charged for.
51. The Customer agrees that provided the Company complies with clause 49 above the repair and/or replacement shall be the Customers sole remedy in respect of claims under the warranty.
52. The Company agrees that it will repair, replace or re-perform defective Products and/or Services within a reasonable time of being notified by the Customer of the defect.
53. The warranty in clause 49 above will not apply if the Customer has not paid in full for the relevant Products and/or Services on the due date for payment.
54. If the Customer notifies a defect in the Products and/or Services to the Company then: -
54.1 the Company reserves the right to inspect the Products and/or Services; and/or
54.2 to require the Customer to return the defective Products to the Company for inspection at the Customer's cost and if the Products shall prove to be defective then the Company shall reimburse the Customer for the cost of returning the defective Products.
55. All warranties, terms, conditions and duties implied by law relating to fitness, quality or adequacy are excluded to the fullest extent permitted by law.
56. The Company shall have no liability to the Customer if the price for the Products and/or the Services has not been paid in full by the due date for payment.
57. The Company shall have no liability to the Customer for defective Products and/or Services, Products not despatched or Products damaged or lost in transit unless the event is notified to the Company within the appropriate time limit set out in this Contract.
58. The Company shall have no liability for damage, loss, liability, claims, costs or expenses caused or contributed to by the continued use of defective Products after a defect has become apparent or suspected or should reasonably have become apparent to the user.
59. The Customer shall give the Company a reasonable opportunity to remedy any matter for which the Company is liable before the Customer incurs any costs and/or expenses in remedying the matter itself. If the Customer does not do so the Company shall have no liability to the Customer.
60. The Company shall have no liability to the Customer for any consequential, financial, economic or other loss (including loss of profits and/or damage to goodwill).
61. The Customer shall be under a duty to mitigate any loss, damage, costs or expenses that it may suffer.
62. The Company's liability to the Customer shall not exceed the Price.
63. Each of the limitations and/or exclusions in this Contract shall be deemed to be repeated and apply separately for
(i) liability for breach of contract;
(ii) liability in tort (including negligence); and
(iii) breach of statutory duty; except this clause which shall apply once only in respect of all the said types of liability.
64. Nothing in this Contract shall exclude or limit the liability of the Company for death or personal injury due to negligence or any liability which is due to fraud or any other liability which it is not permitted to exclude or limit as a matter of law.
65. Nothing in this Contract shall exclude or limit any statutory rights of the Customer which may not be excluded or
limited due to the Customer acting as a consumer.
66. The limitations in this Contract are necessary in order to allow the Company to provide the Products and/or the
Services at its current prices.
67. If the Customer requires greater protection then the Company will agree to modify the limitations and extend its guarantees in return for the payment of a higher price for the Products and/or Services.
68. The Customer agrees to hold harmless and indemnify the Company against all losses, lost profits, damages,
claims, costs (including legal costs on a full indemnity basis), claims, actions and other liabilities arising from or
due to any breach of contract, any tortious act or breach of statutory duty by the Customer.
69. This Contract shall be governed by and interpreted in accordance with English Law and the parties agree to
submit to the exclusive jurisdiction of the English Courts.
70. The Company may disclose information relating to a Customer's account with its bankers from time to time.