MACRO METAL SERVICES LTD (referred to herein as Macro) supply goods and services on the following “Terms & Conditions”.
Please note that these Terms and Conditions are important and should be studied carefully.
1.1 The definitions and rules of interpretation in this clause apply in these terms and conditions:
|“Contract”||any contract between Macro and the customer for the sale and purchase of the goods, incorporating these terms;|
|“Customer”||the person, firm or company who purchase the goods from Macro;|
any goods agreed in the contract to be supplied to the customer by Macro (including any part or parts of them).
|“Macro”||Macro Metal Services Ltd (Company Registration Number 008939C) having its registered office at Units A1-A3 Balthane Industrial Est Ballasalla, Isle of Man IM9 2AH|
|“Intellectual Property Rights”||intellectual property rights of whatever nature (including, but not limited to, patents, design rights, trademarks, rights attaching to databases, present and future copyright and all similar rights subsisting including all applications for all or any such rights);|
|“Order Acknowledgement”||the order acknowledgement sent by Macro to the customer confirming the goods to be provided and the terms on which the goods are to be supplied;|
|“Price”||the price agreed to be payable for the goods as set out in the quotation;|
|“Quotation”||the written quotation supplied by Macro to the customer setting out the goods, the price, and any special terms to be included in the contract valid for 30 days unless otherwise specified in writing by Macro;|
|“Terms”||these terms and conditions.|
1.2 The headings in these Terms are inserted for convenience only and will not affect its construction or interpretation. References to clauses are unless otherwise stated, references to the clauses of these Terms.
1.3 Words importing the singular include the plural and vice versa.
1.4 Words importing a gender will include all genders.
1.5 References to any statute, statutory provision or statutory instrument include a reference to that statute, statutory provision or statutory instrument as amended, consolidated, replaced or re-enacted together with all rules and regulations made under it or them as from time to time amended, consolidated, replaced or re-enacted.
1.6 In the case of conflict or ambiguity the order of precedence for these Terms and the documents attached to or referred to in these Terms will be as follows:
- the “Order Acknowledgement”; then
- the “Quotation”; then
- these “Terms & Conditions”.
2. QUOTATIONS AND THE APPLICATION OF TERMS
2.1 Subject to any variation under condition 2.3 the contract will be on these Terms to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document).
2.2 No terms or conditions endorsed on, delivered with or contained in the Customer’s purchase order, confirmation of order, specification or other document will form part of the contract simply as a result of such document being referred to in the contract.
2.3 These Terms apply to all Macro sales and any variation to these Terms and any representations about the goods will have no effect unless expressly agreed in writing and signed by a Director of Macro. The customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Macro, which is not set out in these Terms. Nothing in this clause will exclude or limit the Company’s liability for fraudulent misrepresentation.
2.4 No order placed by the Customer will be deemed to be accepted by Macro until Macro issues an order acknowledgement or (if earlier) Macro delivers the goods to the customer.
2.5 Unless otherwise specifically indicated in the quotation, all transactions are between Macro and the customer as between principal and principal, provided that Macro shall have the right to assign or sub-contract any of its rights and obligations in respect of any order accepted by it.
2.6 If any customer is not prepared to enter into a contract based on these Terms, he should inform Macro in writing prior to placing an order, indicating the conditions to which he objects. Macro may then prepare a revised quotation to take account of any additional costs or liability, which it may sustain as a result of any amendment in such conditions, including (but without prejudice to the generality of the foregoing) the premiums for any additional insurances which Macro may deem it necessary or prudent to effect.
2.7 An order from a customer must be accompanied by-sufficient information to enable Macro to proceed with the order forthwith; otherwise Macro is to be at liberty to amend the Price to cover any increases in cost which may take place after Macro accepts an order. In the event of variations or suspension or cancellation of the work due to the customer’s instructions or lack of instructions, Macro shall have the option either of terminating the contract and being indemnified by the customer for the loss to it or of increasing the price when work is renewed to cover any extra cost thereby incurred by Macro.
3.1 Prices quoted or agreed upon are based on costs of materials, rates of wages, taxes and import duties at the time of quoting or acceptance. In the event of any increase in any costs (including, but without prejudice to the generality of the foregoing, the said costs), Macro shall be entitled to increase the price accordingly without notice.
3.2 If any special stipulations have been made which involve the inclusion of specific categories of additional costs and expenses in the price (e.g. if the price has expressly been fixed upon the basis of “free”, “F.O.B.” or “C.I.F.” delivery) all increases arising, after quotation or acceptance, in such additional costs and expenses and all additional costs and expenses which may be chargeable to Macro arising or resulting from delay in shipment will be charged to the customer.
3.3 The currency of account shall be pounds sterling, provided that in cases where it is necessary for Macro to purchase goods or materials by reference to a currency other than pounds sterling then any increase or decrease in the sterling equivalent caused by any variations in the rate of exchange between pounds sterling and such other currency occurring between the date of quotation and the date of payment shall be debited or credited to the customer as the case may be.
3.4 All prices are based on delivery ex Macro depot and are exclusive of value added tax and packaging. All additional costs and expenses including all taxes and duties payable in respect of the goods at the time of delivery or thereafter shall be paid by the customer. Unless otherwise stated in the quotation, all packing cases, crates, skids, drums and other packing materials are non-returnable and chargeable to the customer.
3.5 All taxes, excise duties, levies or charges required to be paid directly or indirectly by Macro under any existing or future law whether in the United Kingdom or elsewhere in respect of any goods manufactured or supplied by Macro shall be to the account of the customer.
3.6 The quotation includes only such goods, accessories and work as are expressly specified therein. Any deviation from its general terms involving extra expenses to Macro will be charged extra. Macro accepts no responsibility for extras or variations, which are not ordered by the customer in writing and confirmed by Macro.
4. TERMS OF PAYMENT:
4.1 Unless expressly agreed otherwise, accounts are strictly net and are due for payment on the date on which either the goods are dispatched or the customer is notified that the goods are ready for despatch, whichever is the earlier.
4.2 The due date of payment shall not be postponed on account of additions, alterations, minor omissions, or defects to from or in the goods, which do not substantially affect the commercial use of the goods.
4.3 All amounts due to Macro from the customer shall become immediately payable if any petition be served or resolution passed for the winding up of the customer or if any receiver or administrative receiver be appointed of the whole or any part of the customer’s assets or undertaking or any similar action is taken with regard to debt, whether in or out of court.
4.4 All payments shall be made without any deduction and the customer shall not be entitled to deduct the amount of any claim, which he may have against Macro.
4.5 In the event of any payment from the customer being overdue, Macro may defer further deliveries until all overdue payments are made or at its option may terminate any or all contracts with the customer so far as they are not fulfilled without incurring any liability whatsoever.
4.6 Interest at the rate of 3 percent per annum above National Westminster Bank PLC base lending rate shall be payable on all accounts due by customers from the date on which payment is due until the date on which payment is made.
4.7 Macro reserves the right to require from the customer at any time security satisfactory to Macro for performance of the customer’s obligations under any contract with Macro. Refusal or failure by the customer to furnish such security shall entitle Macro to suspend deliveries until such security is furnished or to cancel all or any contracts with the customer so far as they are not fulfilled without incurring any liability whatsoever and all the rights reserved pursuant to this clause shall be exercisable by Macro at any time during the subsistence of a contract.
5.1 Any times quoted for despatch or for the completion of any works are to date from Macro acceptance of a written order to proceed and receipt by Macro of all necessary information and drawings to enable Macro to put the work in hand and to proceed uninterruptedly there with and any initial deposit due under the contract.
5.2 All quoted times are to be treated as estimates only, not involving any contractual obligation unless Macro has agreed in writing signed by a director of Macro specifically referring to this clause 5.2 that dispatch or delivery within a specified time or by a specified date shall be of the essence of the contract. The times quoted shall be increased by the period or periods of any such delay.
5.3 Where Macro have expressly agreed that the time for delivery will be of the essence of the contract, then such liability shall be limited to the lesser of:
- The amount of any direct loss suffered by the customer because of late despatch or delivery; or
- One half of one per cent of the price to the customer per week of the period of delay with a maximum of five per cent of the price.
5.4 Subject to clause 5.3, Macro shall have no liability for any loss, injury or damage of any kind, direct or consequential, arising out of late despatch or delivery.
5.5 Where goods are to be dispatched in instalments, Macro shall incur no liability in not maintaining or complying with the specified rate of despatch and the customer shall not have the right to cancel any contract due to any part of any order being delivered late.
5.6 Delivery may be affected by any method of transport at Macro’s option.
5.7 Upon the Goods being surrendered to the forwarding agent or to the carrier, or upon their leaving Macro’s place of business, whichever is the earlier, the Goods shall be deemed to have been delivered and all risks attaching directly or indirectly to the Goods shall pass to the Customer unless otherwise expressly agreed, for instance, when “F.O.B.” or “C.I.F.” or “Carriage Paid” delivery or any other similar stipulation shall have been agreed which in its customary interpretation indicates that the risk passes at a date later than that hereinbefore stated. The risk shall pass notwithstanding that the property in the Goods may not have passed to the Customer.
5.8 If Macro does not receive forwarding instructions within seven days after the date of notification that the Goods are ready for despatch, the customer shall take delivery or arrange for storage. Macro shall not be liable for deterioration of Goods in storage while awaiting delivery instructions.
6. DAMAGE OR LOSS IN TRANSIT:
6.1 When the price quoted includes delivery, Macro will repair or replace the Goods involved in respect of damage or loss in transit up to the level of indemnity provided by the conditions under the terms of which the Goods may be carried provided the carriers and Macro receive written notification of such damage or loss in accordance with the afore mentioned conditions and, in any event, in the case of alleged damage, within three days of delivery.
6.2 Subject to the foregoing, Macro shall have no liability for any loss, injury or damage of any kind direct or consequential arising out of damage or loss in transit. Transit shall be deemed to be completed when Goods are offloaded at the point of delivery and the onus of proof that any damage occurred before such offloading shall lie on the Customer.
7. PASSING OF PROPERTY IN THE GOODS AND LIEN:
7.1 The property in any Goods supplied by Macro shall not pass to the Customer until payment in full has been made to Macro.
7.2 If any payment to Macro is overdue in whole or in part, it may (without prejudice to any of its other rights) recover or resell any such Goods as shall remain its property pursuant to clause 7.1 and it may enter upon the Customer’s premises for that purpose.
7.3 The Customer shall not be entitled to sell any Goods supplied by Macro until Macro shall have been paid in full therefore. Nevertheless, where payment of all moneys due to Macro in respect of Goods delivered to the Customer has not been made in full and the Customer has sold any such Goods, the Customer shall be trustee for Macro of the proceeds of sale thereof or (as the case may be) such part thereof as shall be equal to the monies due to Macro in connection with such Goods.
7.4 The Customer accepts the responsibility that Goods stipulated by him are sufficient and suitable for his purpose. Macro shall be under no liability in respect of any unsuitability therefore unless Macro advice as to suitability of the Goods for their purpose or end use has been sought by the Customer and accepted in the Quotation and in any event such liability shall be limited to that specified in clause 10.2.
8.1 Macro shall be notified in writing promptly and in any case within five days after delivery of any defective Goods and the defective Goods or parts thereof are without cost to Macro to be returned to Macro on demand and shall be subject to Macro’s inspection.
8.2 Complaints about quantities, weights or packing and mistakes in transportation or in expenses shall be made within five days after delivery.
8.3 A claim lodged by the Customer on account of defects shall lapse three months after Macro’s written repudiation of the Customer’s claim if the Customer has not then reverted to the claim.
9. GENERAL GUARANTEE AND LIABILITY:
9.1 Macro undertakes to make good by replacement or repair (but excluding the cost of labour for the removal of any defective parts or for the refitting of repaired or replacement parts) defects in or failure of Goods supplied by Macro and paid for by the Customer provided that routine maintenance of the said Goods has been carried out by the Customer and user in a satisfactory manner and provided that such defects or failure arise solely from faulty materials supplied by or workmanship carried out by Macro and in any event arising within a period of six calendar months from the date when the said Goods shall have been first dispatched at the termination of which period all liability on Macro ‘s part shall cease AND PROVIDED always that such defective parts are promptly returned free of cost to Macro to its works unless otherwise arranged.
9.2 In the case of Goods not of Macro manufacture including Goods manufactured or processed by Macro’s sub-contractors, and in the case of processes applied by Macro’s sub-contractors to Goods not supplied by Macro, the Customer is entitled only to such benefits as Macro may receive and may pass on under any guarantee given to Macro in respect thereof.
10. LIMIT OF LIABILITY:
10.1 Nothing in these Terms will limit Macro’s liability for death or personal injury caused by Macro’s negligence.
10.2 Subject to clause 10.1, in no case shall Macro’s liabilities in respect of any Contract exceed the Contract Price.
10.3 In no event shall Macro be liable for any indirect damage or consequential loss, howsoever and by whomsoever caused or any other claim except as provided for in these Terms.
11. FORCE MAJEURE:
11.1 Macro shall be relieved of its obligations hereunder and of any liabilities herein contained whenever and to the extent to which the fulfilment of such obligations and liabilities is prevented, frustrated or impeded by conforming to any statute or any rule, regulation, order or requisition made there under or any consequence thereof, by war (whether declared or not) acts of public enemies, industrial disputes (including strikes, lockouts and other, industrial action whether at the place of business or premises of Macro or elsewhere), accidents, fire, flood, nuclear fall-out, acts of God or any cause of like or different kind beyond the control of Macro or any consequence thereof.
11.2 In such circumstances, Macro shall have the option either to terminate the Contract or to extend the period for its completion without liability to the Customer and in the event of Macro’s electing to extend the period of the Contract, it shall nevertheless have the right to cancel the Contract within six months of notice by Macro to the Customer of the decision to extend the Contract.
12.1 If the Customer shall make default in paying any-sum of money due or shall become bankrupt or compound with or enter into any arrangement with his creditors or being a corporation shall enter into liquidation save for the purpose of amalgamation or reconstruction without insolvency or shall have a receiver appointed of the whole or any part of its assets, then without prejudice to the other rights of Macro it may at any time forthwith terminate any contract without notice.
12.2 In the event of variation, suspension or cancellation of the work under the Contract due to the Customer’s instructions or lack of instructions, Macro will have the option either of terminating the contract and being indemnified by the Customer for the loss of it or increasing the Price to reflect those alterations.
The Customer will indemnify Macro from all claims, suits, actions and proceedings whatever that may be brought by any third party on account of injury, loss, damage or expense for which, according to these Terms, Macro shall not be liable including, without prejudice to the generality of the foregoing, those relating to the use of the Goods and those arising under the Consumer Protection Act 1987.
If any dispute or difference shall arise between Macro and the Customer touching or concerning these Terms or any Contract based on them or the rights, duties or liabilities of any party there under, then the matter in difference shall be referred to arbitration in conformity in all respects with the provisions of the Arbitration Act 1996 or any statutory modification or re-enactment thereof for the time being in force.
15. CONSTRUCTION OF CONTRACT:
15.1 These Terms and any Contract concluded subject thereto shall be construed in all respects according to the laws of England and any arbitration or litigation arising under any such Contract shall be determined in England, provided that the expression “laws of England” shall not, in the case of any export contract, include any statutory provision which does not affect contracts between parties resident in different states.
15.2 These Terms shall apply (save insofar as they may be varied by written agreement signed by a director of Macro) so far as they shall be held to be lawful and enforceable.
15.3 If any clause or any part of any clause shall be held to be unlawful or unenforceable then these Terms shall be read and construed as if such clause or part thereof as the case may be were omitted.
16.1 For the purposes of the Contracts (Rights of Third Parties) Act 1999 (“the Act”), Macro and the Customer agree that they do not intend any terms of the Conditions to be enforceable by any third party, apart from any sub-contractors nominated by Macro who but for the Act would not have been entitled to enforce such terms.
16.2 Any notice to be given by either party to the other will be in writing by pre-paid first class post or facsimile addressed to the other party at its registered office or principal place of business or such other address as may have been notified to such other party.
16.3 No forbearance, indulgence or relaxation on the part of Macro shown or granted to the Customer in respect of any of the provisions of these terms and conditions will in any way affect, diminish, restrict or prejudice the rights or powers of Macro or operate as to be deemed to be a waiver or any breach by the Customer of any of these conditions.
16.4 References to persons include bodies, corporate, unincorporated associations, partnerships and trusts and vice versa.
The maximum time limit for returns to Macro is 14 days from delivery of goods.
Any damaged items must be reported within two working days from time of delivery. The item(s) must be returned to Macro within seven working days from delivery for inspection by our technical department.
Parts Incorrectly Ordered / No Longer Required:
- All goods returned will incur a 20% restocking charge
- No credit will be given for delivery charges to the customer, nor for any delivery costs incurred in returning the parts to Macro.
Warranty on parts is subject to the supplier’s discretion. Any faulty parts must be reported to Macro within a 6 month period. A report must be included from the engineer or customer stating the nature of the fault.
- No credit will be given for delivery charges to the customer.
- No credit will be given for any delivery costs incurred returning the parts to Macro.
- ALL credit notes MUST be authorised by the manager prior to being issued.