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Terms & Conditions of Contract
1. DEFINITIONS
1.1 In this Agreement, “The Company” shall mean Machining Technology (Mach- Tech) Limited whose registered office is at Milton Road, Drayton, Oxfordshire, OX14 4EZ, Company No: 3513144.
1.2 “The Customer” shall mean the person, company or other legal entity entering into contract with The Company.
1.3 “The Goods” shall mean all materials, services and items supplied by The Company to the Customer pursuant to this Agreement.
2. SCOPE
2.1 All quotations, pricings and estimates given by The Company shall be construed as an Invitation to Treat and shall not be construed as a formal offer of contract.
2.2 No order or other such offer of contract shall constitute a contract between The Customer and The Company until formally acknowledged in writing by The Company
2.3 Unless otherwise agreed in writing between the Customer and The Company, all contracts are accepted upon and are subject to the terms and conditions stated heren.
2.4 The Customer hereby expressly agrees that any terms and conditions referred to or contained upon any purchase order or other such document shall not apply between the parties hereto.
3. PAYMENT
3.1 Unless otherwise agreed in writing by both parties hereto, prices shall remain fixed in accordance with the quotation issued by the Company.
3.2 Where the Customer requires significant numbers of The Goods, or multiple deliveries of The Goods for production purposes (the construction of which shall be determined according to the circumstances pertaining at the time), The Company shall have the right to vary, within reasonable bounds, the actual quantity delivered according to, but without limitation, such factors as production batch yields after inspection, and shall have the right to invoice the Customer for the actual quantity supplied unless expressly agreed in writing in advance to the contrary.
3.3 Unless otherwise agreed in writing, all prices quoted are nett, ex-works (EXW) in accordance with Incoterms 2000.
3.4 Prices given in a quotation by The Company shall remain valid for a period of thirty (30) days next following the date of the quotation. Thereafter, such prices shall be subject to confirmation or amendment by The Company.
3.5 Unless otherwise agreed in writing, The Company shall have the right to amend quoted prices during the period of The Contract as a result of fluctuations in the
cost to the Company of raw materials and subcontract services. The Company shall use reasonable endeavours to minimise such amendment.
3.6 Where a credit facility exists between the Parties hereto, settlement of account shall be made within 30 days of the date of an invoice rendered by The Company unless otherwise agreed in writing by the Parties hereto.
3.7 Any payment, or part thereof, due to The Company, or it’s assigned agent, which remains unpaid beyond the period of time specified in sub-Clause 3.6 hereof (or other such period of time agreed in writing by the Parties hereto)
shall, at the absolute discretion of The Company, be subject to the provisions of the Late Payment of Commercial Debt (Interest) Act 2018 (and any subsequent re-enactments thereof). Such additional payments due as a result of such late payment shall be added to the balance due from The Customer on a daily basis.
4. DELIVERY
4.1 Unless otherwise agreed in writing between the Parties hereto, delivery shall be made to the address specified on the purchase order or other such document furnished by The Customer.
4.2 Whereas The company shall use all reasonable endeavours to deliver the Goods on or before the dates indicated on the Customer’s purchase order, or otherwise indicated by The Customer, such dates shall be for information only and shall not form part of the Contract unless specifically agreed in writing. The Customer expressly agrees that Time is not of the Essence of this Agreement, or any contract governed by this Agreement.
4.3 In the event of the Customer requiring such binding agreement of dates for delivery as enunciated in sub-clause 4.2 hereof, or in the event that the Customer requires Goods to be supplied on a timescale faster than that quoted in accordance with the workload of the Company at the time, then the Company shall be entitled to increase the quoted price to take account of it’s own increased costs such as (but not limited to) those of overtime and extra administration.
5 TITLE
5.1 The Parties hereto expressly agree that all Goods supplied by The Company shall remain the absolute property of The Company until paid for in full (including additional payments provided for in sub-Clause 3.7 hereof). Furthermore, the Company shall create a Lien over such goods in such circumstances.
5.2 For as long as the Company retains title in the Goods as provided for in sub- Clause 5.1 hereof, it shall be entitled without prejudice to enter the premises occupied by the Customer and take possession of such Goods.
6 LIABILITY
6.1 Where the Customer requires to supply to the Company items and materials on a free issue basis, the Customer expressly agrees that the liability of the Company is limited to the value of the work undertaken by the company upon that particular item or piece of material.
7. FORCE MAJEURE
7.1 If the Company shall be prevented in whole or in part from performing its obligations under this Agreement or any contract governed by it due to circumstances beyond its reasonable control such as (but not limited to) fire, flood, industrial action, staffing issues, accident, breakdown then the Company may at its discretion suspend, reschedule or terminate its obligations to the Customer in whole or in part during the period that it is affected by such circumstances. During such period, the Company shall use reasonable endeavours to mitigate effects of such circumstances and shall keep the Customer informed accordingly.
8. LOSS OR DAMAGE IN TRANSIT
8.1 Subject to the provisions of sub-Clause 3.3 hereof, in the event of suspected loss or non-delivery, The Company shall be under no liability unless notified by The Customer within 3 working days of dispatch of the goods from the Company’s premises.
8.2 The Company shall not be liable for any claims made by The Customer as a result of the Company’s use of (without limitation) processes, materials, tooling, subcontractors, subcontract processing specified or recommended by the Customer. In such circumstances, the Customer remains liable for payment of the full contract price.
9. CANCELLATION
9.1 The Customer shall not have the right to cancel any order or contract without the written agreement of the Company. In the event of such agreement, the Company shall be entitled to make reasonable charges to the customer for costs incurred by the Company up to the time of such cancellation. For the avoidance of doubt, such charges shall be subject to the provisions of Clause 3 hereof.
10 WAIVER
10.1 The waiver by either party hereto of any right in respect of any term of this Agreement shall not prevent the subsequent enforcement of that term and shall not be deemed a waiver of that right in future.
11. HEADINGS
11.1 The headings ascribed herein are for convenience only and shall not affect the interpretation or construction of the terms of this Agreement.
12. ENTIRETY OF CONTRACT
12.1 This Agreement alone constitutes the Agreement between the Customer and The Company in relation to the supply of the Goods and supersedes and overrides all prior discussions between the said Parties.
13. LAW
13.1 Acceptance of this Agreement by the Customer constitutes an Agreement made in England and subject to the laws of England and to the sole jurisdiction of the courts of England between the Parties hereto.
QMF43 Issue 5 Dated 05/05/2022