TERMS AND CONDITIONS OF SALE
Miles Industrial Electronics Ltd only accepts orders from business customers and does not accept orders from individuals or consumers. It is the strict understanding that by placing an order on this web site the transaction forms a contract between business to business. Any such rights of the buyer under consumer law, distance selling directive and consumer protection etc are not applicable.
1.1 In these conditions (unless the context otherwise requires):
(a) “Buyer” means the person, firm or company with whom the Contract is made,
(b) “Company” means MILES INDUSTRIAL ELECTRONICS LTD and also (where the context so permits) its assignees and any subcontractor
for the said company,
(c) “Company’s Premises” means the Company’s premises at The Stable Yard, Holdenby House, Holdenby, Northampton, NN6 8DJ,
(d) “Contract” means the contract between the Buyer and the Company for the sale and purchase of the Goods,
(e) “Goods” means the goods (or any instalment or part of them) to be supplied pursuant to the Contract,
(f) “Services” means the services (if any) to be supplied under the Contract.
1.2 Words in the singular shall include the plural and vice versa, references to any gender shall include the others and
references to legal persons shall include natural persons and vice versa.
Basis of Sale
2.1 These conditions shall apply to the Contract to the exclusion of any other terms and conditions contained or referred to in any order, letter, form of contract or other communication sent by the Buyer to the Company and the provisions of these conditions shall prevail unless expressly varied in writing and signed by a director on the Company’s behalf.
2.2 Quotations issued by the Company whether verbally or in writing do not constitute offers and the Company reserves the right to withdraw or revise the same at any time prior to the Company’s acceptance of the Buyer’s order.
2.3 The Company’s acceptance of the Buyer’s order shall be effective only where made in writing signed by a director of the Company and no contract shall be concluded until such written acceptance is given. For Web orders no contract will subsist between the Buyer and the Company for the sale by the Company to the Buyer of any product unless and until the Company accepts your order by email confirming that it has shipped your product. That acceptance will be deemed complete and will be deemed for all purposes to have been effectively communicated to you at the time the Company sends the email to the Buyer (whether or not the Buyer receives that email). For the avoidance of doubt, any such contract will be deemed to have been concluded in England. Further, any such contract will be interpreted, construed and enforced in all respects in accordance with the laws of England, and the Buyer and the Company irrevocably submit to the non-exclusive jurisdiction of the English Courts.
2.4 Subject to clause 7.2 the Company will only consider any request for cancellation or rescheduling of delivery of any order if such request is made at least 48 hours before despatch of the Goods, and it shall be subject to acceptance by the Company at its sole discretion and subject to a reasonable administration charge therefore. The Buyer agrees to indemnify the Company against all loss, costs (including the cost of labour and materials used and overheads incurred), damages, charges and expenses arising out of the order and its cancellation or rescheduling.
2.5 No statement, description, information, warranty, condition or recommendation contained in any catalogue, price list, advertisement or communication or made verbally by any of the Company’s agents or employees shall be construed to enlarge, vary or override in any way any of these conditions.
3.1 Unless otherwise agreed by the Company in writing:
(a) the price payable for Goods and/or the Services shall be the list price of the Company for such Goods and Services current at the date of despatch; and
(b) in the case of an order for delivery of the Goods by instalments or the performance of the Services on separate occasions the price payable for each instalment of the Goods or quantity of Services shall be the list price of the Company current at the date of despatch of such instalment or separate performance of the Services.
3.2 All prices are exclusive of value added tax and this will be charged by the Company and will be payable by the Buyer at the appropriate rate.
3.3 Except as stated in the Company’s acknowledgement of order, all prices shall be ex-works the Company and the Buyer shall be liable to pay the Company’s charges for transport, packaging and insurance.
3.4 The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination, and into any country through which the Goods are transported, and for the payment of any duties on or in respect of the importation or transportation of the Goods.
4.1 The Buyer shall pay for the Goods and/or the Services either on a cash with order basis or, subject to agreement, within 30 days of the date of the invoice save that payment shall become due in any event immediately upon the occurrence of any of the events referred to in condition 9.1 of these Conditions. Payment can be made by any major credit or debit card. Payment will be debited from your account before the dispatch of your purchase. We will take all reasonable care, in so far as it is within our power to do so, to keep the details of your order secure, but in the absence of negligence on our part we cannot be held liable for any loss you may suffer if a third party procures unauthorised access to any data you provide when accessing or ordering from our site.
4.2 If the Goods are delivered in instalments or the Services are performed on separate occasions the Company shall be entitled to invoice each instalment or performance as and when delivery of the Goods has been made or the quantity of Services has been performed.
4.3 If on the terms of the Contract the price is payable by instalments or if the Buyer has agreed to take specified quantities of Goods and/or Services at specified times then on a default by the Buyer in the payment of any due instalment or the failure to give delivery or performance instructions in respect of any quantity of Goods and/or Services outstanding the whole of the balance of the price shall be immediately payable.
4.4 The price of the Goods and/or the Services shall be due in full to the Company in accordance with the terms of the Contract and the Buyer shall not be entitled to exercise any set-off, lien or any other similar right or claim.
4.5 The time of payment shall be of the essence of the Contract.
4.6 If the Buyer fails to make any payment by the due date stated on the invoice then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to:-
(a) cancel the contract or suspend any further deliveries to the Buyer;
(b) charge interest to the Buyer at a rate of 2% per month above the base rate from time to time of Lloyds TSB Bank Plc on the unpaid balance (such interest to accrue on a day to day basis from the due date for payment until receipt by the Company of the full amount whether before or after any judgment); and
(c) the Buyer shall indemnify the Company against all costs and expenses (including any legal costs and expenses on a full indemnity basis) incurred or sustained by the Company in recovering sums due or in exercising its rights pursuant to clause
5.1 Deliveries will normally be made within 28 days. You will be advised of any delay or if the item is not available. The Company will endeavour to deliver the Goods at the time stated but delivery dates shall be regarded as estimates only and not of any contractual effect. Time of delivery shall not be of the essence of the Contract and the Company shall not be liable for any loss or damage whatsoever arising directly or indirectly from any failure to effect delivery within such period or otherwise.
5.2 Delivery occurs when the Goods are offered for delivery at the Buyer’s premises and risk in and responsibility for the Goods shall pass to the Buyer upon delivery.
5.3 The Company shall not be liable for non-delivery loss or damage to the Goods occurring during transit unless the Buyer notifies the Company of claims to that effect in writing (with a copy to the carrier):
(a) within two days of delivery (excluding Saturday, Sunday and Public Bank Holidays) for loss or damage; and
(b) within ten days of the date of the invoice for non-delivery.
5.4 In the event of a valid claim for non-delivery loss or damage during transit the Company will at its option either reprocess or replace the Goods at its expense but shall not be under any further or other liability to any person in connection with such non-delivery, loss or damage.
5.5 If the Buyer fails to give notice in accordance with condition 5.3 above the Goods shall be deemed to be in all respects in accordance with the Contract and the Buyer shall be bound to accept and pay for the same accordingly.
5.6 If the Buyer fails to take delivery of the Goods or fails to give the Company adequate delivery instructions when notified that the Goods are ready for delivery then, without prejudice to any other right or remedy available to the Company, the Company may store the Goods until actual delivery and charge the Buyer storage charges current at the date thereof (including insurance).
5.7 The Company reserves the right to make delivery of the Goods by instalments of such quantities and at such intervals as it may decide and/or to perform the Services on separate occasions by such quantity and at such intervals as it may decide.
Reservation of Title
6.1 From the time of delivery of the Goods they shall be at the Buyer’s risk who shall be solely responsible for their custody and maintenance but, unless otherwise expressly agreed in writing, the Goods shall remain the Company’s property until all payments to be made by the Buyer under the Contract and any other contract between the Company and the Buyer and on any other account whatsoever have been made in full and unconditionally.
6.2 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Company’s fiduciary agent and bailee, and shall keep the goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Company’s property. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of business but shall account to the Company for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including any insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.
6.3 Until such time as property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold) the Company shall be entitled at any time to require the Buyer to deliver up the Goods to the Company and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are situated and repossess the Goods.
Specification of Goods
7.1 The Company will not be liable in respect of any loss or damage caused by or resulting from any variation by the manufacturer for whatsoever reason of its specification or technical data relating to the Goods and the Company will not be liable for any loss or damage resulting from curtailment or cessation of supply following such variation. The Company will use its reasonable endeavours to advise the Buyer of any such impending variation as soon as it receives any notice thereof from the manufacturer.
7.2 Unless otherwise agreed in writing, the Goods are supplied in accordance with the manufacturer’s standard specifications as these may be improved, substituted or modified. The Company reserves the right to increase its quoted or list price, or to vary its charges accordingly in respect of any orders accepted for Goods of non-standard specification. In no circumstances will the Company consider cancellation of such orders or the return of the Goods.
7.3 If the Goods are supplied or the Services are performed to the specification or special requirements of the Buyer, the Buyer shall indemnify the Company against all costs, claims, losses, expenses and damages incurred by the Company or for which it may be liable due to or arising directly or indirectly out of any infringement or alleged infringement of patents, trade marks, copyright, design right or other intellectual property right occasioned by the importation, manufacture or sale of such Goods and/or performance of such Services.
Warranties and Liability
8.1 The Company will pass on to the Buyer to the extent that it is able any benefits obtainable under any warranty given by the Company’s supplier provided that the Goods have been accepted and paid for and Provided in any event that any defect in the Goods is notified to the Company within a period of one year from the date of delivery. In the event that the Buyer discovers a defect in materials or workmanship in the Goods, the Buyer shall inform the Company within seven days of the date when such defect appeared or ought reasonably to have been discoverable and shall at the Company’s written request return the defective Goods carriage paid to the Company’s Premises.
8.2 Nothing in these conditions shall impose any liability upon the Company in respect of any defect in the Goods and/or the Services arising out of the acts, omissions, negligence or default of the Buyer, its servants or agents including in particular (but without prejudice to the generality of the foregoing) any failure by the Buyer to comply with any
recommendations of the Company as to storage and handling of the Goods.
8.3 Where the Goods are for delivery by instalments and/or the Services are to be performed on separate occasions any defect in any instalment and/or any performance shall not be a ground for cancellation of the remainder of the instalments and/or the performances and the Buyer shall be bound to accept delivery and/or performance thereof.
8.4 Nothing in these conditions shall have the effect of excluding or restricting the liability of the Company for death or personal injury resulting from its negligence in so far as the same is prohibited by United Kingdom statute.
8.5 Any conditions or warranties (whether express or implied by statute or common law or arising from conduct or a previous course of dealing or trade custom or usage or otherwise howsoever) as to the quality of the Goods and/or the Services or their fitness for any particular purpose (even if that purpose is made known expressly or by implication to the Company) or as to the correspondence of the Goods and/or the Services with any description or sample are hereby expressly negated.
8.6 Where the Goods are sold under a consumer sale (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Buyer are not affected by these Conditions.
8.7 Save for liability for death or personal injury resulting from the negligence of the Company, the aggregate liability of the Company (whether in contract or for negligence or breach of statutory duty or otherwise howsoever) to the Buyer for any loss or damage of whatsoever nature and howsoever caused shall be limited to and in no circumstances shall exceed the total price of the Goods and/or the Services provided that the Company shall not be liable for any consequential or indirect loss or loss of profits or contract whatsoever (whether arising by the Company’s negligence or otherwise).
Insolvency of buyer
9.1 If the Buyer shall:
(a) be in breach of any of its obligations under the Contract;
(b) have any distress, execution or other legal process levied against its assets;
(c) convene a meeting or propose to enter into any arrangement with its creditors;
(d) have a petition presented or other steps taken or order made against it for the purpose of winding up the Buyer (save for
the purpose of a solvent reconstruction or amalgamation) or have a bankruptcy petition presented against it;
(e) have a petition presented against it or other steps taken or order made for the purpose of the appointment of its
(f) have an administrative or other receiver appointed over any part of the Buyer’s assets or have any other step taken against
it to enforce any encumbrance after its assets;
the Buyer shall immediately notify a director of the Company of the same and, without prejudice to any other right or claim, the Company may by notice in writing cancel any contract with the Buyer or may (without prejudice to the Company’s right subsequently to cancel the Contract should it so decide) by notice in writing suspend delivery or any further deliveries (as the case may be) of Goods and/or performance or any further performance of the Services until any default by the Buyer be remedied.
10.1 The Company shall be entitled to delay or cancel delivery or to reduce the amount of Goods delivered and/or the performance
of the Services if and to the extent that it is prevented from or hindered in or delayed in manufacturing, obtaining or delivering the Goods and/or performing the Services by normal route or means of delivery or performance through any circumstances beyond its control including (but not limited to) strikes, lockouts, accidents, war, fire, reduction in or unavailability of power at manufacturing plant, breakdown of plant or machinery or shortage or unavailability of raw materials or transport from normal sources of supply and the Company shall not be liable to the Buyer for any loss or damage which the Buyer may suffer as a direct or indirect result of such delay, cancellation or reduction.
11.1 The Company may assign the Contract with the Buyer or sub-contract the whole or any part thereof to any person, firm or company.
11.2 The Contract shall in all respects be governed by and construed in accordance with English law and shall be deemed to have been made in England and the Buyer and the Company agree to submit to the non-exclusive jurisdiction of the English courts.
11.3 Failure or neglect by the Company to enforce at any time the provisions of these terms and conditions shall not be construed as nor be deemed to be a waiver of the Company’s rights hereunder nor shall such failure or neglect in any way affect the validity of the whole or any part of these terms and conditions and the Company’s right to take subsequent action shall not be prejudiced thereby.
11.4 If in any particular case any of these conditions shall be or be held to be invalid or shall not apply to the Contract the other conditions shall continue in full force and effect.