All orders accepted by MMS Electronics Limited are subject to the Terms and Conditions of Sale set out below:
1. Definitions
The following definitions shall apply in these Terms and Conditions:
“Company” means MMS Electronics Limited (company no. 3302420) whose registered office is at Unit 3, Whiteley Court, Pool Road, Pool in Wharfedale, Leeds LS21 1FR.
“Conditions” means these Terms and Conditions.
“Customer” means the person(s) or company whose Order for any of the Supplies is accepted by the Company and where the Customer is a company it includes a subsidiary or associate company of the Customer.
“Goods” means any goods or products (including any Software) supplied by the Company to the Customer.
“Non-Standard Supplies” means any Supplies that are special Orders, custom Orders, manufactured or purchased in accordance with the Customer’s specifications, Orders for non-standard Supplies, Supplies and quantities not customarily in stock or Orders for value-added Supplies.
“Order” means the Customer’s order for the purchase of any of the Supplies by the Company as set out in the Customer’s order form, the Customer’s written acceptance of the Company’s quotation, or placed via telephone, email or the Company’s website.
“Services” means any services supplied or to be supplied by the Company to the Customer.
“Software” means any software identified in an Order.
“Supplies” means any Goods, Products and/or Services.
“Tangible Goods” means any physical Goods supplied or to be supplied by the Company to the Customer (including any Software supplied or to be supplied)
“VAT” means United Kingdom Value Added Tax.
Any reference within these Conditions to:
“in writing” includes electronic communications
“despatch” or “despatching” means
(i) in the case of Tangible Goods, the time that such Tangible Goods are sent by the Company for delivery to the Customer by any form of carriage and
(ii) in the case of any Software provided by the Company electronically for download by the Customer, the time that such Software is made available to the Customer to download and use.
2. General
2.1 All Orders are accepted by the Company subject to and in accordance with these Conditions. Accordingly Goods supplied by the Company are only on the Conditions stated herein.
2.2 No variation to or cancellation of these Conditions is permitted unless expressly authorised in writing by a director of the Company. Together with any terms accepted by the Company in connection with an Order these Conditions constitute the entire agreement between the Company and the Customer in relation to any of the Supplies ordered.
2.3 In the event of any conflict between these Conditions and those of the Customer then the former will prevail.
2.4 Any typographical, clerical or other error or omission in any quotation, price list, order confirmation, invoice or other documentation issued by the Company shall be subject to correction without any liability on the part of the Company.
2.5 The Company reserves the right to decline to trade with any Customer.
3. Quotations, acceptance, cancellation and rescheduling of Orders
Quotations are valid for 30 (thirty) days unless withdrawn and represent no obligation upon the Company until the Company accepts the Customer’s Order and furthermore the Company reserves the right without notice to alter the price of Goods due to circumstances beyond the Company’s control and to correct errors and omissions.
The Customer’s Order constitutes an offer by the Customer to purchase the Supplies in accordance with these Conditions.
The Customer’s Order must be identified with an order number or reference and must refer to any quotation issued by the Company and must contain sufficient information to enable the Company to proceed.
Orders accepted by the Company may only be cancelled by the Customer upon written consent of the Company provided such Order is not Non-Standard Supplies.
Non-Standard Supplies are non-cancellable and non-refundable. The Customer undertakes to indemnify the Company for all costs and expenses resulting from a breach of this Condition by the Customer.
In the event of cancellation or other withdrawal of an Order for any reason, and without limiting any other remedy which the Company may have as a result of such cancellation or other withdrawal, the Company shall be entitled to charge the Customer for any losses suffered as a result of the cancellation or other withdrawal. There shall be no requirement to prove such losses provided they do not exceed 25% of the value of any Orders cancelled or withdrawn.
Customer requests to reschedule an Order are subject to acceptance by the Company in its sole discretion.
3a. Returns
Returns are subject to the terms and conditions in Section 3 above. Prior to returning any Goods the Customer must contact the Company to obtain a Returns Authorisation Number (RAN). All returned items must be in the original packaging, unused and in resaleable condition. Any ESD sensitive product returned that has not been handled properly will not be eligible for credit. Returns must be received within 10 days from authorisation. All Goods are returned at the Customer’s risk, expense and proof of delivery.
4. Price
Prices do not include carriage, value added tax, insurance or any other applicable tax, duties, excise or tax related charges imposed upon the value of sales, international shipping, forwarding agent’s and broker’s fees or bank fees.
The Company reserves the right to adjust the price of Goods agreed to be sold without giving notice to the Customer whether before or after acceptance of the Order as a result of any increase in the Company’s costs or other circumstances beyond the Company’s reasonable control or where the increase is due to any act or default of the Customer including cancellation by the Customer of the part of any Order. Where agreed call offs are not adhered to by the Customer the Company reserves the right to amend the price structure in accordance with the quantities delivered.
5. Delivery
The Company will use all reasonable endeavours to despatch Orders received before 1pm Monday to Friday on the same day and all Orders after such time to be despatched the next working day, provided that those Supplies are in stock.
Every endeavour shall be made by the Company to deliver Supplies in accordance with the Customer’s order and any written confirmation from the Company. Delivery dates advised by the Company are for guidance only and the Company will not be liable for any liability or losses arising from delays in despatch or delivery, irrespective of cause.
All delivery charges will be paid to the Company by the Customer in addition to the purchase price of the Goods unless otherwise agreed in writing. The Customer shall also be liable for insurance, any related documentation, taxes or government charges for deliveries.
Delivery of the Goods to the carrier will constitute delivery to the Customer and risk of loss will pass to the Customer. Selection of the carrier and delivery route will be made by the Company unless specifically designated by the Customer. The Company reserves the right to make deliveries in instalments. Delay in delivery of 1 instalment will not entitle the Customer to cancel any other instalment(s). Delivery of any instalment of Products within thirty (30) days after the date requested will constitute a timely delivery. Delivery of a quantity that varies from the quantity specified shall not relieve the Customer of the obligation to accept delivery and pay for the Goods delivered.
If delivery to site is required by the Customer, the Customer will ensure that the site will be readily accessible to road transport at the date and time of the delivery and that a representative of the Customer is available to accept the Goods. Collection by the Customer or delivery by the carrier to the Customer or their specified delivery address will be deemed to be receipt of the Goods by the Customer for the purpose of this agreement.
Deliveries must be checked immediately on receipt and any shortages or breakages notified by the Customer to the Company within 5 working days of delivery receipt.
6. Terms of payment
All payments must be made in full in the currency billed on the original invoice from the Company, without offset or deduction.
Credit cards accepted include major credit cards and major bank debit cards including MasterCard, VISA and American Express. Credit card billing information must be verified on new customers prior to shipment of Order.
Customer agrees to submit such financial information as the Company may reasonably require for determination of credit terms and/or continuation of credit terms. For Customers with an agreed credit account, payment for Goods is strictly net thirty (30) days from invoice date, unless otherwise agreed in writing by the Company. In the event that payment is not made by such date, the Company will be entitled to recover from the Customer interest on any outstanding balance at the rate of 4% above Santander Bank Rate per month from the invoice date to the date of payment. In the event of non-payment of Goods at the appropriate time, the Company reserves the right to withhold deliveries to that Customer until such time as the outstanding amount has been cleared. The Company may pursue any legal or equitable remedies for unpaid invoices and will be entitled to reimbursement of costs for collection and reasonable legal fees.
Customers can wire the funds to our bank for payment of Proforma invoices. After the Customer’s Order is placed we will email a Proforma invoice which will include our bank information, the Goods total and shipping charges. We will reserve stock on Proforma invoices for 48 hours on Orders awaiting funds. Orders will be cancelled after 7 days if funds have not been received.
The Company, at its sole discretion at any time, may change the terms of the Customer’s credit, require payment in cash/cheque, bank wire transfer/EFT, and/or require payment of any or all amounts due or to become due for Customer’s Order before shipment of any or all of the Goods.
7. Warranties & limitation of liability
The Company agrees to transfer to the Customer whatever transferable warranties the Company receives from the manufacturer of Goods sold to the Customer. The Company makes no other warranty, express or implied, with respect to the Goods. The warranty is not transferable and shall only apply to the original Customer. The Company’s liability arising out of any sale of Goods is expressly limited to either (1) refund of the purchase price paid by the Customer for such Goods (without interest), or (2) repair and/or replacement of such Goods, at the Company’s election, with such remedies exclusive and in lieu of all others.
The Company warrants that it will refund or replace defective Goods sold by it, provided, that: a) Customer notifies the Company of any claims of defect in material, workmanship or within 14 days after receipt of shipment; and b) Return of Goods or parts is authorised by the Company and then returned to the Company within 10 days of such authorisation, transportation charges prepaid and a statement of the defect included; c) Goods or parts are found to be defective in materials or workmanship upon examination by the Company and/or manufacturer. Goods shall not be considered as defective or non-conforming if they substantially fulfil performance requirements and are manufactured in accordance with either manufacturer’s specifications or government specifications where applicable. This warranty will not extend to Goods which have been subject to misuse, static discharge, neglect, accident, modification or improper installation, or which have been repaired, soldered or altered in any way.
In no event shall the Company be liable for any special, incidental or consequential damages of any nature including, but not limited to, damages resulting from loss of profit or revenue, recall costs, claims for service interruptions or failure to supply, downtime, testing, installation or removal costs, costs of substitute products, property damage, personal injury, death or legal expenses. Customer recovery from the Company for any claim shall not exceed the purchase price paid by the Customer for the Goods, irrespective of the nature of the claim, whether in warrant, contract or otherwise. Customer shall indemnify, defend and hold the Company harmless from any claims brought by any party regarding Goods supplied by the Company and incorporated into the Customer’s product or design.
8. RoHS Compliance, lead-free and Country of Origin
All Goods are lead-free and RoHS compliant, unless stated otherwise. The Company performs no testing of Goods and relies on the manufacturer of the Goods for identification of RoHS Compliance and for the absence of lead. Furthermore, the Company makes no warranty, certification or declaration of compliance concerning such Goods. The Company defines the term “RoHS” as supplier declared compliance to all restricted hazardous substance regulations under the ELV, WEEE or RoHS EU directives, regulations or laws. The Company defines “lead-free” as pertaining to any supply that has been declared by a supplier to be “lead-free”. All statements by the Company of RoHS compliance are based on supplier documentation.
The Company maintains Country of Origin information on all Goods in its inventory. This information is included on international shipping documents and is also available on request. This information is based on manufacturer/supplier information according to UK Customs Regulations. Suppliers/manufacturers do not provide the Company with the Country of Origin of each raw material or subcomponent that is incorporated into the final product.
9. Title
Title to the Goods shall not pass to the Customer until the Company has received payment in full (in cash or cleared funds) for: (a) the Goods; and (b) any other goods that the Company has supplied to the Customer in respect of which payment has become due.
Until title to the Goods has passed to the Customer, the Customer shall: (a) hold the Goods on a fiduciary basis as the Customer's Bailee; (b) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Customer's property; (c) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; (d) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Company’s behalf from the date of delivery; (e) give the Company such information relating to the Goods as the Company may require from time to time, but the Customer may resell or use the Goods in the ordinary course of its business.
Until such time as the title to the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold) the Company shall be entitled at any time to require the Customer to deliver up the goods to the Company and if the Customer fails to do so forthwith to enter upon the premises of the Customer or any third party where the Goods are stored and recover them.
10. V.A.T.
Value Added Tax shall be charged at the current legal rate if applicable.
11. Intellectual Property Rights
All Company written software is the exclusive property of the Company.
If an Order includes third party software or other intellectual property, such software or other intellectual property is provided by the Company to the Customer subject to the copyright and user licence, the terms and conditions of which are set forth in the licence agreement accompanying such software or other intellectual property. Nothing herein shall be construed to grant any rights or licence to use any software or other intellectual property in any manner or for any purpose not expressly permitted by such licence agreement.
12. Statements and advice
If statements or advice, technical or otherwise, are offered or given to the Customer, such statements or advice will be deemed to be given as an accommodation to the Customer and without charge. The Company shall have no responsibility or liability for the content or use of such statements or advice. The Company support is provided by telephone and, therefore, extremely limited in scope which prevents the Company from the direct participation in design of any Customer products.
13. Special Conditions
In the event of the Customer Order form containing special printed conditions the Order for the Goods will only be accepted by the Company on the understanding that those conditions are not at variance with those of the Company, or, if there is any variance, such conditions have been waived by the Customer.
14. Applicable Law
The Company’s quotation, and the contract between the Company and the Customer shall be governed by English Law and the Customer hereby irrevocably submits to the jurisdiction of the English courts.
15. Force Majeure
The Company shall have no liability in respect of any failure or delay by the Company to deliver the Goods or to perform the Services or otherwise to perform any of its contractual obligations with the Customer insofar as any failure or delay is due to any cause outside the reasonable control of the Company including but not limited to industrial action, strikes, lock outs, shortages of labour or other labour troubles, non-availability to the Company of supplies of stock parts or materials delay in delivery of Goods or materials therefore by suppliers or other persons, civil commotion, riots, war or threat or preparation of war breaking off diplomatic relations, fire, explosion, accident, sabotage, storm, flood, earthquakes, fog, subsidence, pestilence, epidemics, quarantine restrictions or mandatory compliance with any direction request or order of any person having or appearing to have authority whether for defence or other governmental or national purpose government action legislation or regulation, any act of God, any requisition for materials or services apparently or stated to be for the purposes of defence, inability to obtain fuel, power transportation.
If the Force Majeure event prevents the Company from providing any of the Goods for more than four weeks, the Company shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
