General Terms and Conditions of Sale for the United Kingdom
In this document the following words shall have the following meanings:
Buyer means the organisation or person who buys the Goods
Final Assembly means where equipment has been fully assembled and is ready for dispatch from the Seller’s warehouse. This excludes where an external third-party has been engaged as part of the deliverables
Final Handover means the date of installation and/or commissioning of equipment.
Goods means any engineered or mechanical product, ticket, tag, label or other product manufactured or supplied to the Buyer from the Seller. Including without limitation software, digital codes etc.
Intellectual Property Rights means all patents, registered and unregistered designs, copyright, trade-marks, know-how and all other forms of intellectual property wherever in the world enforceable
Seller means Metric Group Limited, registered at Metric House, Westmead Industrial Estate, Swindon, Wiltshire, SN5 7AD
Contract means any agreement by the Seller to supply Goods or services to the Buyer
Normal Business Hours means Monday-Friday (inclusive), between the hours of 8.00-17.00 excluding days on which the banks in England are generally not open
VAT means value added tax as provided for in the Value Added Tax Act 1994
These Terms and Conditions shall apply to sales of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions referred to, offered or relied on by the Buyer whether in negotiation or at any stage in dealings between the parties, including any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing, separately from such terms, that it wishes terms to apply and this has been acknowledged by the Seller in writing.
Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller and signed by a Director or Company Secretary.
- Price and Payment
The Seller is to provide a price that shall be current at the time of delivery to the Buyer. The price shall be agreed in writing between the parties and is valid for 30 calendar days unless otherwise agreed. The price is exclusive of VAT or any other applicable costs.
The Buyer is to provide a valid purchase order to the Seller for the value of the Goods and if applicable the cost of delivery of the Goods to the Buyer.
A Buyer, new to the Seller, will be issued with a Pro-forma invoice and payment in full and in cleared funds will be required before commencement of production of the Goods.
For all other Buyers, unless expressly agreed otherwise by the Seller, payment for Goods (excluding spare parts, kits of parts and consumables items) shall be on a staged basis as follows:
Orders of 1 – 10 Goods:
- 85% of the price due on Final Assembly
- 15% of the price due on Final Handover
Orders of 11+ Goods
- 15% deposit of the price to be paid in full and in cleared funds before commencement of production of the Goods
- 70% of the price due on Final Assembly
- 15% of the price due on Final Handover
The Buyer shall pay all invoices:
- in respect of Final Assembly within 10 days of the date of the invoice; and
- in respect of Final Handover within 30 days of the date of the invoice.
For Goods consisting of spare parts, kits of parts and consumables items the standard payment terms are 30 days from the date of delivery.
All invoices shall be paid in full and in cleared funds to the bank account nominated in writing by the Seller.
At the discretion of the Seller credit terms may be offered for subsequent orders subject to satisfactory credit vetting of the Buyer by the Seller. Where credit is offered the price shall become payable within 30 calendar days from the date of delivery of the Goods to the Buyer or the Buyers designated delivery address following the issue of an invoice by the Seller to the Buyer, unless otherwise agreed in writing.
The Seller shall be entitled to charge interest on overdue invoices from the date when the payment becomes due, from day to day until payment is settled, at a rate of 2% per annum above the base rate of the Bank of England.
If payment of the price or any part thereof is not made by the due date, the Seller shall be entitled to;
- Require payment in advance of delivery in relation to any Goods not previously delivered
- Refuse to make any delivery of any undelivered Goods without incurring any liability whatever to the Buyer for non-delivery or any delay in delivery
Any description given or applied to the Goods is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Buyer hereby affirms that it does not in any way rely on any description when entering into the contract.
Where a sample of the Goods is shown to and inspected by the Buyer, the parties hereto accept that such a sample is representation in nature and the bulk of the order may differ slightly as a result of the manufacturing process.
Unless otherwise agreed in writing, delivery of the Goods shall take place to the address specified by the Buyer on, or as close possible to, the date required by the Buyer. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
If the Seller is unable to deliver the Goods because of actions or circumstances under the control of the Buyer, then the Seller shall be entitled to place Goods in storage until such times as delivery may be affected, and the Buyer shall be liable for any expense associated with such storage in accordance with clause 7.
Any delivery dates quoted verbally or otherwise are estimations only and in regard to any such date, time should not be the essence of the contract. Unless otherwise stated or agreed, delivery will be by any method of transport at the Sellers discretion and will incur a supplementary charge. Packaging will be to the standard required for delivery within the UK. Additional charges may be made for special packaging specified by the Buyer.
Where an order is in respect of a number of Goods, the Seller reserves the right to despatch all or a number thereof and the Buyer agrees to accept such deliveries.
Any damages, shortages, over deliveries and duplicated orders should be reported to the Seller within 14 calendar days of signed receipt to enable replacement, repair or refund.
Damaged or Loss of Goods in Transit
Packages and Goods must be examined by the Buyer on receipt and notification of damage or breakage must be sent in writing (via email or Royal Mail) to the Seller and the carrier thereof within 14 calendar days of receipt of the Goods by the Buyer. In the case either of loss in transit or delay in delivery notification in writing (via email or Royal Mail) within 14 calendar days of the date of the advice notes relating to the Goods.
“Unexamined” signatures shall not relieve the Buyer of any liability and the Seller shall not be responsible for any claim if the Buyer fails to comply with the above condition(s).
The Buyer shall inspect the Goods immediately upon delivery and shall within 14 calendar days from such inspection give written notice to the Seller of all matters (if any) by reason whereof the Buyer alleges that the Goods are not in accordance with the contract. If the Buyer shall fail to give such notice the Goods shall be deemed to be in all respects in accordance with the contract and the Buyer shall be bound to accept them and pay for them in accordance with the agreed payment terms.
- Bill and Hold
The Seller will at the request of the Buyer “Hold” and store finished Goods provided that all payments due on Final Assembly have been made.
Storage of Finished Goods
The Seller will agree to store the finished Goods for the Buyer at a rate of £15 per pallet. The Buyer will provide an additional purchase order to the Seller for the cost of the storage. The cost of storage is calculated on a weekly basis. Notwithstanding the storage fees, if the Buyer fails to provide the Seller with an opportunity to deliver the Goods within 30 days from the date of Final Assembly, then the Final Handover payment will become due.
If within 13 months from the date when the Goods are delivered any defects appear in such Goods whether arising from faulty material or poor workmanship the Seller UNDERTAKES to remedy such defects either by replacement or repair,
- Full details of such defects are notified to the to the Seller in writing within 14 calendar days of its first appearing, and
- The Buyer affords the Seller reasonable access at any time during Normal Business Hours for repairing or replacing any such part or parts or at the Seller’s sole discretion of returning the Goods to any depot of the Seller
- The Buyer affords the Seller reasonable access at any time during the period of this warranty and normal business hours to inspect the Goods.
However this warranty SHALL NOT APPLY to the following;
Defects resulting from unfair wear and tear, misuse of the Goods or failure to carry out the maintenance procedures recommended by the Seller, as well as defects in Goods which have been modified by someone other than an agent appointed by the Seller.
The 13 month warranty period begins on delivery to the Buyer at the designated delivery address.
Risk in the Goods shall pass to the Buyer upon receipt of the Goods. Where the Buyer chooses to collect the Goods itself, risk will pass when the Goods are entrusted to it or set aside for its collection, whichever happens first.
Exclusion of Conditions and Liabilities (including consequential loss)
- These conditions shall override any terms and conditions stipulated, incorporating or referred to by the Buyer in acceptance (whether described as an order or otherwise) or in any prior negotiations.
- Apart from the warranty specified in paragraph 8 and subject to the provisions of the Sale of Goods Act 1979 (as substituted by the Supply of Goods 1982, Implied Terms Act 1973) all guarantees, conditions or liabilities whatsoever whether expressed or implied by statute, common law or otherwise are hereby excluded and negative.
- Title Transfer
Title in the Goods shall not pass to the Buyer until the Seller has been paid in full for the Goods.
- Return of Unused Goods
All Goods are sold on a firm sale basis, i.e. The seller will not take back any Goods not required or sold by the Buyer, unless otherwise agreed, in which case the following terms apply:
- Any returns must be authorised by a representative of the Seller before any credit will be given.
- Where the Seller agrees to accept the return of Goods that are not damaged the Buyer will be responsible for the cost of carriage and will ensure that they are carefully packaged to avoid any damage in transit. The Seller will not be obliged to accept any Goods that are damaged in any way. The Seller will only accept returns that appear in the Sellers current Publication List.
- Credit of amounts due or paid in will only be given for Goods that are in a saleable condition.
- The Seller reserves the right to charge an administration fee to the Buyer for any returned unwanted Goods.
- Cancellation of Order
The Buyer shall have the right to cancel any Purchase Order (or part of any Purchase Order) for Goods stocked by the Seller as standard, at any time prior to delivery, or Services, at any time prior to substantive performance of the Services, without incurring any charge. The Buyer shall have no further liability to the Seller in respect of that Purchase Order (or the part of the Purchase Order cancelled).
The Buyer shall have the right to cancel any Purchase Order (or part of any Purchase Order) for non-standard Goods and Services and the Buyer shall reimburse the Seller’s reasonable and properly incurred costs directly resulting from cancellation (provided that the Seller shall take all reasonable steps to mitigate such costs). The Buyer shall have no further liability to the Seller in respect of that Purchase Order (or the part of the Purchase Order cancelled).
Termination of an individual Purchase Order shall not affect the continuance of any other Purchase Order then in force.
- Limitation of Liability
The Seller shall not be liable for any all loss or damage suffered by the Buyer in excess of contract price.
Nothing in these Terms and Conditions shall be construed so as to limit or exclude liability of the Seller for death or personal injury as a result of the Sellers negligence or that of its employees or agents.
- Intellectual Property Rights (IPR)
All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Seller, and the Buyer shall do all that is reasonably necessary to ensure that such rights vest in the Seller by the execution of appropriate instruments or the making of agreements with third parties.
- Force Majeure
The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or availability of raw material from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, it may, without liability on its part, terminate the contract.
- Relationship of Parties
Nothing contained in these terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Terms and Conditions shall be deemed to construe either of the parties as the agent of the other.
The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver to them or of the right at any time subsequently to enforce all Terms and Conditions of the Agreement.
If any term or provision of the Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be served and the remainder of the provisions hereof shall continue in full force and effect as if the Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
All disputes, differences or questions at any time arising between the Seller and the Buyer as to the construction of the Contract or as to any matter or thing arising out of the Contract or in any way connected herewith shall be referred to the arbitration of a single arbitrator who shall be agreed between the Seller and the Buyer or who failing such agreement shall be appointed at the request of either party by the President for the time being of the Law Society. The arbitration shall be in accordance with the Arbitration Act 2015 and any statutory modification or re-enactment thereof for the time being in force.
- Governing Law and Jurisdiction
This agreement shall be governed by and construed in accordance with the Laws of England and the parties hereby submit to the exclusive jurisdiction of the English Courts.
- Errors and Omissions
The Seller shall be entitled to correct at any time any arithmetical or typographical error or omission.
- GDPR and Data Protection
Each party shall fully comply with its respective obligations under the EU General Data Protection Regulations, and shall be responsible for, and be able to demonstrate, compliance with the principles of those regulations. The Seller confirms that no personal data will be supplied to the Buyer without first confirming they have authority and right to do so. Similarly the Buyer confirms that no personal data will be supplied to the Seller without first confirming they have authority and right to do so. Neither party will, by act nor omission, put the other in breach of applicable data protection laws.
Both parties will agree that any personal data, including special categories of data as referred to in Article 9(1) of the GDPR, will only be collected for specified, explicit and legitimate purposes and not further processed in a manner that is incompatible with those purposes. Furthermore both parties confirm that any personal data held will be adequate, relevant and limited to what is necessary in relation to the purposes for which they are processed; as well as accurate and, where necessary, kept up to date. Such personal data will be kept in a form which permits identification of data subjects for no longer than is necessary for the purposes for which the personal data are processed, and processed in a manner that ensures appropriate security of the personal data, including protection against unauthorised or unlawful processing and against accidental loss, destruction or damage, using appropriate technical or organisational measures.
Where either party acts as a data processor for the other they will provide full and appropriate details of compliance with the relevant applicable data protection laws.
The parties agree to take account of any guidance issued by the Information Commissioner’s Office. The Seller may from time to time amend this agreement to ensure that it complies with any guidance issued by the Information Commissioner’s Office.
Specific Conditions Relating to Engineering Products
Performance and Drawings Etc.
All particulars given by the Seller relating to technical performance, dimensions, capacity, output, consumption and weight of any products and all illustrations, descriptions, specifications and drawings are given as accurately as possible but are approximate only and all such material contained in brochures, catalogues price lists and other advertising matter is intended merely to present a general idea of the products described therein and none such material shall form part of the contract.
Every effort is made to ensure that the latest specification and design are available and the Seller reserves the right to incorporate minor changes in design, construction, composition, materials arrangements or equipment as it shall think fit without notifying the Buyer and to supply products which may not be in strict accordance with agreed specifications.
Patents and IPR
The Seller agrees to indemnify the Buyer against damages, charges, liabilities, costs and expenses which may be incurred or sustained by it by reason of or arising directly or indirectly out of any third party claims or rights or otherwise. Howsoever in respect of any products manufactured or services supplied in accordance with any specification design, information, equipment or instruction given by or on behalf of the Seller and whether relating to the infringement or the alleged infringement of a Patent Copyright Registered design or other protected industrial right or property or otherwise.
The property in the design of the Goods covered by the contract shall, subject to any existing rights of any third party in any design or invention incorporated or used in the design of the products, remain exclusively the Sellers property and neither the Buyer nor any agent, contractor or other person authorised by the Buyer nor any other person, firm or Company shall at any time use the design or any part thereof.
The copyright in all operating and application software provided by the Seller for use in the Sellers machines, or systems, together with appropriate documentation, remains vested in the Seller. All rights are reserved. Software, including appropriate documentation shall not, in whole or part, be modified, copied or reproduced, or transferred to any electronic medium machine readable without prior written consent from a Director or Company Secretary of the Seller.