Terms and Conditions
1. The following words have the following meanings in these Terms:
2. “Carrier” means a delivery service provider.
3. “Catalogue” means Our most up to date catalogue/website offering.
4. “Order” or “Order Confirmation” means the written confirmation we sent to You confirming the Products or Services that We make available for You to purchase from Us.
5. “Products” means the items which You agree to buy from Us.
6. “Services” means the services supplied to You by Us as described in the Specification and Order Confirmation (not including collection, transportation or delivery of the Products).
7. “Specification” means the scope of the Services agreed between You and Us.
8. “Terms” means the terms governing the contract for the supply of Products or Services by Us to You.
9. “Trademarks” means the trademarks appearing on the Products and their containers and advertising, as delivered by Us to You.
10. “We” ‘Us” or “Our” means Mantracourt Electronics Limited (MEL) (registered no. 01749118) of The Drive, Farringdon, Exeter Devon, EX5 2JB.
11. “Website” means the website accessible at www.mantracourt.com or any other web site operated by Us or any other site notified to You from time to time.
12. “You” means the person, firm or company who buys or agrees to buy the Products or Services from Us.
2. Terms applicable
1. These Terms shall apply to all contracts for the sale of Products or the provision of Services to You by Us, to the exclusion of all other terms including any terms which You may purport to apply under any purchase order, confirmation of order or similar document or implied by a course of dealing, trade, custom or practice, unless otherwise agreed by Us in writing.
2. Unless otherwise agreed by Us in writing, these Terms, the Order and Our price list set out the whole agreement between You and Us for the sale of the Products and the Services. You must check that the details in the Order are complete and accurate. If You think that there is a mistake, You must seek confirmation of any changes in writing, as We only accept responsibility for statements and representations made in writing by Our authorized employees and agents.
3. By placing an order with Us, You confirm that you (the signatory) are over 18 years old, authorised to place an order and are legally capable of entering into binding contracts.
4. All Orders for Products or Services shall be deemed to be an offer by You to purchase Products or Services (as appropriate) pursuant to these Terms.
5. Any variation to these Terms shall be inapplicable unless agreed in writing by one of Our directors.
6. Quotations are valid for 30 days only and are subject to written confirmation by MEL. Any quotation given by MEL shall be construed as an invitation to treat only and not an offer and shall represent no obligation until MEL shall have accepted the Purchaser’s offer. In the event of inconsistency between these conditions and those of the Purchaser the conditions of MEL shall prevail. No variation shall be binding unless in writing and signed by a duly authorised person on behalf of MEL. We reserve the right at our sole discretion to reject any order for Product(s) and shall notify You accordingly.
3. The Price and Payment
1. The price We charge for a Product shall be Our current price for the Product as published on the date of dispatch of the relevant Products (“Price”) and We shall invoice You accordingly. Payment shall be made by You in sterling unless otherwise agreed in writing. Time for Payment is of the essence.
2. Our Prices may be altered at any time without notice to You by publication of the altered Prices on the Website and/or in the Catalogue.
3. All Prices exclude VAT which shall be levied at the relevant prevailing rate on the date of Our Invoice.
4. The Price is exclusive of the costs and charges of packaging, insurance and transport of the Products by a Carrier of your choice, which shall be invoiced to You separately where applicable. All delivery prices quoted by MEL in their catalogue and on their website are for delivery by MEL’s chosen Carriers and MEL will act as their agent. Our invoices will include an element for carriage charges, and this will be remitted to said Carriers.
5. We will require payment of the Price for the Products and their delivery, where appropriate, in full before dispatched (or Services before they are provided) unless previously agreed in writing with You. If You have an account with Us, payment shall be due 30 calendar days following the date of the invoice. Payment will not be deemed complete until We are in receipt of cleared funds.
6. All queries on invoices must be notified to Us within 10 working days of the date of the invoice.
7. Without prejudice to any other rights We may have against You, overdue invoices for Products, Services and delivery may be passed by Us to a third party debt collection agency, and interest shall be charged on sums overdue at a rate of 5% above the published rate of National Westminster Bank plc which shall accrue on a daily basis from the due date until date of actual payment of the overdue amount, whether before or after payment. You are liable for the interest together with the overdue amount.
8. If payment for the Products, Services and delivery is not received in full, We may suspend or cancel any outstanding orders, until You have paid the outstanding amounts, without limiting any of the remedies that We may have.
4. The Products
1. Other than as expressly stated in the manufacturers’ current brochures or catalogues supplied by Us, relating to the Products, We do not make any representations as to the fitness or suitability of the Products for any purpose whatsoever.
2. No warranty is given or implied that the Products will conform in absolute detail to the descriptions given.
3. We may amend Specifications and withdraw Products from sale without prior notice.
4. The information and advice contained in our or the manufacturers sales documentation whether displayed in our Website or our Catalogue or elsewhere including any technical data, dimensions, weights, samples drawings descriptions or advertising Issue and any descriptions or illustrations are for general guidance purposes only and do not form part of the contract. You are responsible for determining whether the Product(s) or Services are suitable for Your own particular situation. In particular, You are responsible for ensuring that Your agents or employees who use the Products or receive the Services have read all manuals and safety instructions provided with the Products and follow them carefully at all times.
5. MEL guarantee that We will, at Our option, replace faulty goods supplied by MEL or repair the same or refund the purchase price thereof subject to the claim being made in writing to us within 12 calendar months after the invoice date for the goods or such other period as may be notified by us for specific products from time to time. This guarantee shall be in lieu of any warranty or condition implied by law as to the quality or fitness of the goods for any particular purpose.
Where Our goods are of a type ordinarily bought for private use and are purchased for use other than in the course of business Our conditions of sale do not limit or exclude the Purchaser’s legal rights if the products are faulty. The goods to which the claim relates must be returned to us within the period of 12 calendar months suitably packaged and where relevant, in accordance with any particular instructions which MEL may have notified at the time of supply and accompanied by an advice note stating the original invoice number for the goods and the nature of any claim or defect together with such further information as MEL may at the time of supply have stipulated. If these requirements are not complied with Our guarantee shall not apply and shall be discharged from all liabilities arising from the supply of defective goods
6. We shall use reasonable endeavours to provide the Services, and to make the Products available to You, in accordance with Specification or Order Confirmation in all material respects. We will use reasonable endeavours to meet any performance dates specified in the Specification or Order Confirmation, but any such dates shall be estimates only and time for performance by Us shall not be of the essence of this agreement.
5. The Services
1. Where We have been instructed to carry out the Services on your behalf (including any installation services), You are responsible for fully and accurately specifying the extent of the Services required and any Products and any advice that We provide You with is for guidance purposes only and should not be relied on.
2. We will provide You with a final Specification and quotation for You to confirm and agree before We provide those Services. The agreed Specification and quotation may not be varied unless by written agreement.
3. We reserve the right to withdraw the Specification and quotation at any time up to the provision of the Services without liability.
4. If You do not agree to the final Specification and quotation or cancel the Order for the provision of the Services or fail to provide the necessary infrastructure required for us to provide the Services within 10 calendar days of the agreed date to provide those Services, We reserve the right to charge you reasonable costs and expenses which have been incurred in anticipation of providing those Services, not limited to the cost of any fabrication work undertaken.
1. Software and associated documentation developed by MEL is sold on condition that no additional copies of the software or its documentation will be made or permitted by the Purchaser or subsequent end user unless prior written agreement has been received from MEL.
7. Warranties and Liability
1. Subject as expressly provided in these Terms, all warranties, conditions or terms implied by statute or common law or otherwise are excluded.
2. Except in respect of death or personal injury caused by Our negligence, or liability for defective products under the Consumer Protection Act 1987, We shall not be liable to You by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under these Terms, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the Our negligence, Our employees or agents or otherwise) which arise out of or in connection with the supply of the Products or Services (including any delay in supplying or any failure to supply the Products or Services in accordance with these Terms or at all) or their use or resale by You and the entire liability of Us under or in connection with these Terms shall not exceed the Price of the Products.
3. To the extent that the Products are to be manufactured in accordance with a product specification that you have supplied, You shall indemnify Us against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by Us in connection with any claim made against Us for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with Our use of the product specification. This clause shall survive termination of this contract.
8. Delivery of the Products
1. We are responsible for the supply of the Products but are not responsible for the collection, transportation or delivery of those Products. You may arrange and appoint your own courier to effect delivery of the Products. Where You wish for MEL to arrange the delivery of the Products on your behalf You should indicate this when placing any order..
2. By requesting that MEL arrange for delivery the Products on your behalf, You appoint Us as its agent to contract with MEL’s chosen Carrier on Your behalf subject to their standard terms (available from them) for the delivery of those Products.
3. If You have not taken possession of the Products within 5 business days after the day on which We notify You that the Products were ready for collection by your Carrier, We may resell or otherwise dispose of part or all of the Products and, after deducting reasonable storage and selling costs, account to You for any excess over the price of the Products or charge You for any shortfall below the price of the Products.
4. You shall not be entitled to reject the Products if We supply up to and including 5% more or less than the quantity of Products ordered, but a pro rata adjustment shall be made to our invoice on receipt of notice from You that the wrong quantity of Products was supplied.
5. The Products may be made available to your Carrier by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in making the Products available for collection by Your Carrier or defect in an instalment shall not entitle You to cancel any other instalment.
9. Acceptance of the Products
1. You are responsible for checking the Products and endorsing any relevant documentation at the point of delivery to confirm inspection and acceptance (whether that is when the Products are made available to you or your appointed carrier for your collection, or on delivery to your nominated premises if delivery is made by the Carrier) and must raise any issues immediately with Us, and in any event no later than 5 days after such delivery (after which you shall be deemed to have accepted the Products),
2. After acceptance You shall not be entitled to reject Products which are not in accordance with the contract and We shall have no liability whatever to You in respect of those Products.
10. Risk and Ownership
1. Ownership of the Products passes to You on payment in full cleared funds of all outstanding monies including VAT, along with any delivery charges (where appropriate). If You choose an alternative method of delivery for the Products (other than AL), then We are not responsible for facilitating that delivery, save for making the Products available at the door of Our warehouse facility. Risk in the Products passes at the point at which We make the Products available for collection by your Carrier.
2. Until such time as ownership in the Products passes to You, You shall hold the Products as Our fiduciary agent and bailee, and shall keep the Products separate from Your own and third parties and properly stored, protected and insured and identified as Our property, but You may resell or use the Products in the ordinary course of Your business.
3. Until such time as the ownership in the Products passes to You (and provided the Products are still in existence and have not been resold), We may at any time require You to deliver up the Products to Us and, if You fail to do so forthwith, enter on any premises of You or any third party where the Products are stored and repossess the Products.
4. You shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Products which remain Our property, but if You does so all moneys owing by You to Us shall (without limiting any other right or remedy of Us) forthwith become due and payable.
5. Under the terms of article 9 paragraph 2 of The Waste Electrical Electronic and Equipment Regulations 2013 by purchasing this equipment for non-domestic use you are accepting the responsibility for end of life treatment of the same.
1. No return of goods will be accepted by Mantracourt except for work under our repair/exchange service or when claiming for replacement under guarantee in accordance with Clause 4.5 above.
12. Trademarks, Patents and Copyright
1. In the event that You are authorised to re-sell the MEL branded Products to third parties, We hereby grant You a non-exclusive licence to use the Trademarks solely for the purpose of re-selling the Products and You agree to sell the Products only under those Trademarks.
2. You shall not without Our prior written consent, alter or make any addition to the labelling or packaging of the Products displaying the Trade Marks, and shall not alter or deface in any manner or remove any reference to the Trade Marks, any reference to Us or the original manufacturer or any other name attached or affixed to the Products or their packaging or labelling. We reserve the right to withdraw this consent at any time.
3. You agree not to use any name or mark similar to or capable of being confused with any of the Trademarks or any trademarks of which We are a proprietor.
4. Copyright of all images and text relating to the Products remains vested in Us or Our suppliers. You will not use any of this copyrighted material without Our express written permission on a case by case basis. Any permission so granted will cease on one months’ notice or any time notified in the written permission.
1. Tools and patterns made for the manufacture of goods to be supplied under the contract and the copyright therein remain the property of MEL notwithstanding that the Purchaser has paid for or otherwise contributed towards the cost of such tools and patterns.
14. Purchasers Items
1. Items supplied by the Purchaser under the contract shall be of a suitable quality and shall be provided free of charge and in sufficient quantities and at the times required by MEL. Any defect items provided by the Purchaser shall not entitle the Purchaser to rescind the contract, reject the goods, make deductions from the contract price or claim damages in respect of any such defect. The Purchaser shall indemnify and keep indemnified MEL from and against all actions demands claims proceedings losses or costs arising from the supply of defective items by the Purchaser.
15. Technical Specifications
1. Although every effort has been made to ensure that the accuracy of information and data published by or supplied through MEL, no responsibility is accepted for damage injury loss or expense resulting from any error or omission in such information or data and the right is reserved to incorporate design changes without notice. It is recommended that the Purchaser verifies all published information and data together with future availability before standardisation into production designs or for other dedicated purposes.
16. Force Majeure
1. MEL shall have no liability in respect of failure to deliver or perform or delay in delivering or performing any obligations under the contract due to any cause outside the reasonable control of MEL including (but not limited to) act of God fire flood war and other civil disturbance or riot act of Government currently restriction labour dispute strike unavailability of materials or failure of supplier carrier or subcontractor to deliver on time.
1. When delivery is delayed for reasons attributable to the Purchaser or its agents storage and other additional costs shall be charged to the Purchaser and the goods will be at the Purchaser’s risk from the date of commencement of such delay. MEL reserve the right to invoice the goods on the original delivery date which will be the date of commencement of the guarantee under Clause 4.
18. Transit Delays
1. Queries regarding shortage of goods must be made in writing within 10 days of the despatch date of the goods and accompanied by the delivery note. Queries regarding goods invoiced but not delivered must be made in writing within 10 days of the invoice date and the invoice number quoted.
1. If the Purchaser commits any breach of the terms and conditions of the contract or suffers distress or execution against its property or becomes insolvent or commits an act of bankruptcy or enters into any arrangement of composition with its creditors or goes or is put into liquidation (other than solely for the purpose of amalgamation or reconstruction while solvent) or if a receiver is appointed over any part of the Purchasers business MEL may without prejudice to any rights which may have accrued or which may accrue to it terminate the contract summarily by notice in writing.
2. Any goods delivered to the Purchaser in respect of which the full invoice price due to MEL shall not have been paid (including VAT and interest where applicable) shall forthwith on the happening of any of the events described in clause 19.1 above be returned to MEL.
20. General Data Protection Regulations 2016/679
1. By our introduction to a Carrier, you consent to us providing that Carrier with relevant personal data necessary for that Carrier to fulfil delivery of the Products.
2. By accepting these Terms, You consent to Us carrying out checks on your personal data such as the validation of your name, address and other personal information supplied by You during the order process against appropriate third-party databases. In performing these checks personal information provided by You may be disclosed to a registered Credit Reference Agency and, if appropriate, MEL Logistics Ltd who may keep a record of that information. These checks are carried out to confirm You and if appropriate Your key personnel’s identity (including addresses if personal guarantees are given), a credit check is not performed, and Your credit rating will be unaffected. All information provided by You will be treated securely and strictly in accordance with the GDPR.
3. We may at Our discretion refuse credit or offer limited credit on the basis of Our own opinion and the results of any third-party searches.
4. We may provide credit rating agencies with information about You or the individuals specified in 12.3 above following any breach of the payment terms under this agreement.
5. We may monitor and/or record any phone calls with You for training and/or security purposes.
1. The benefit of this Agreement may not be assigned by You to any third party. There is no restriction on Us assigning the benefit
2. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
3. This contract is subject to the law of England and Wales and You agree to submit to the non-exclusive jurisdiction of the English courts.