TERMS AND
CONDITIONS
Introduction
Minene UK Limited a company
registered in England and Wales and whose registered office address is at 1st
Floor 314 Regents Park Road Finchley London N3 2LT (07025883) referred to as
Seller. Seller carries on the business of importing and selling the Products,
the Products means any products subject to these Terms. Buyer
wishes to buy and the Seller wishes to supply the Products on these Terms.
These Terms and the Seller’s price list constitute the whole agreement and
understanding of the parties and supersedes any previous arrangement,
understanding, representation or agreement between them relating to the supply
of the Products to the Buyer.
Seller
shall supply and the Buyer shall purchase such quantities of Products as the
Buyer may order in accordance with these Terms. The Buyer shall
purchase Products at the price quoted on Seller’s price list
as amended from time to time.
Orders
All Order shall be deemed to be a separate offer
by Buyer to purchase Products on these Terms, which Seller shall be free to
accept or decline at its absolute discretion. No Order shall be deemed to be
accepted by Seller until it issues an Invoice. Each Order shall
be confirmed within a reasonable period and Buyer up to 3 working days prior to
the Delivery Date amend or cancel an Order by email notice to Seller.
Products and pricing
The
Sellers price list as amended from time to time sets out the recommended retail
price (‘RRP’) for the Products. The Buyer shall use this as a guide for
determining Buyer’s sale price of the Products. Buyer shall not use any
advertising, promotional or point of sale material for the Products without the
prior written approval or Seller. Buyer shall not make any modifications to the
Products, their packaging or trade marks without the prior written approval of
seller.
Manufacture, quality and
packing
The quantity and description of the
Products shall be set out in Seller’s confirmation of Order or invoice. Whilst
every effort has been made to ensure that all Product information is correct,
Seller cannot accept any responsibility for any errors that may have been made
at Order relating to representation of the brochures. All measurements are
approximate. Seller reserves the right to modify design or specification of any
Products without notice. The Products supplied to Buyer shall be of satisfactory quality
(within the meaning of the Sale of Goods Act 1979, as amended) and fit for any
purpose held out by Seller; and shall be free from defects in design, material
and workmanship and remain so for 12 months after Delivery. Except as set out
in these Terms, all warranties, conditions and other terms implied by statute
or common law are, to the fullest extent permitted by law, excluded.
Delivery
Delivery shall be made at Buyer's address given at the time
of the Order. Each Order shall be accompanied by a delivery note from Seller showing
the Order Number, the date of the Order, the type and quantity of Products
included in the Order, including the code numbers of the Products. Buyer shall
make all arrangements necessary to take delivery of the Products on the day
notified by Seller for delivery. Seller undertakes to use its reasonable
endeavours to dispatch Products on an agreed delivery date, but does not
guarantee to do so. Time of delivery shall not be essence of the contract and
Buyer acknowledges that delivery of Products may be made if in stock between 3
– 10 days and if not in stock between 2 and 12 weeks. Seller shall not be
liable to the Buyer for any loss or damage whether arising directly or
indirectly from the late delivery of the Products. If late delivery does take
place, the buyer undertakes not to reject the Products but to accept the
Products delivered as part performance of the contract. If the Buyer fails to
take delivery of the Products on the agreed delivery date or, if no specific
delivery date has been agreed, when the Products are ready for despatch, the
Seller shall be entitled to store and insure the Products and to charge the
Buyer the reasonable costs of so doing. Cancellation must be notified by email
or in writing to Seller at least 3 working days prior to the expected delivery
where the order was not cancelled in accordance with the above it shall be
responsible for the cost of carriage to and from the place of delivery.
Buyer shall be liable for all reasonable delivery charges full details to be
provided once an Order has been accepted.
Acceptance and defective Products
Buyer shall be deemed to have
accepted the Products 48 hours after the delivery to Buyer. Should there be a
defect with the Products Buyer will notify Seller within 24 hours of Delivery,
confirmed in writing. Seller will recommend an appropriate remedy to Buyer and
arrange for collection of the Products at Sellers expense. Buyer may reject any
Products delivered to it provided that notice of rejection is given to Seller within 3 working days
prior to the expected delivery where the order was not cancelled in accordance
with the above it shall be responsible for the cost of carriage to and from the
place of delivery. Where Buyer has accepted, or has been
deemed to have accepted, the Products from Seller it shall not be entitled to
reject any Products which are not in accordance with these Terms. Seller will
not accept returned Products unless it so authorises and provided carriage is
by a
consignor
decided upon or authorised by it. Buyer is advised to contact Supplier at
sales@minene.co.uk
Title and risk
Risk
shall pass on delivery of the Products to Buyer’s address. Notwithstanding the
earlier passing of risk, legal title (‘Title’) in the Products shall remain
with Seller and shall not pass to Buyer until the amount due under the invoice
for them and all other sums which are due to Seller from Buyer from other sales
of Products (including interest and costs) has been paid in full. Until Title
passes Buyer shall hold the Products as bailee for Seller and shall store or
mark them so that they can at all times be identified as the property of
Seller. Seller may at any time before Title passes and without any liability or
notice to Buyer enter Buyer’s premises and remove the Products. Buyer shall
maintain Products in satisfactory condition and keep them insured on the
Sellers behalf for their full price against all risks with an Insurer that is
reasonably acceptable to the Seller. Buyer is responsible for
ensuring that full operating instructions are provided to the end user. Buyer
consequently accepts responsibility and will fully indemnify Seller for any
damages or losses caused as a consequence of the Buyer’s negligence in failing
to provide the correct information on Product usage to the end user.
All
cheques should be made payable to Seller and we also accept BACS payments as
shown on the invoice. All payments shall be due within 30 days of the date of
Seller’s invoice. The first 3 orders are to be paid in advance, and thereafter
30 days after delivery Interest on overdue invoices shall accrue from the date
when payment was due and calculated on a daily basis until the date of payment
at the rate of 8% per annum above the Bank of England base rate from time to
time in force. Such interest shall accrue after as well as before any
judgement. Buyer shall pay all accounts in full and not exercise any rights
set-off or counter-claim against invoices submitted by the seller. Time of
payment shall be of the essence of these Terms. Seller reserves the right to
suspend all Buyers’ credit facilities if payment remains outstanding after 30
days of the invoice date.
Assignment and
sub-contracting
Seller
may assign or transfer or sub-contract any of its rights, benefits or
obligations under these Terms without the prior written consent of the Buyer.
Insolvency
Before Title to Products passes to
Buyer, Seller may at any time require Buyer to deliver up such Products and if
Buyer fails to do so promptly, enter premises of Buyer or of any Third Party
where the relevant Products are stored, in order to recover them. The events
mentioned are if Buyer enters into (i) any composition arrangement with its
creditors, or (ii) an order is made or resolution is passed for the winding up,
Force Majeure
Neither
party (or any person acting on its behalf) shall have any liability or
responsibility for failure to fulfil any obligation under this agreement so
long as and to the extent to which the fulfilment of such obligation is
prevented, frustrated, hindered or delayed as a consequence of a Force Majeure
Event.
Rights of Third Parties
No
term of this agreement shall be enforceable under the Contracts (Rights of
Third Parties) Act 1999 by a person who is not a party to this agreement, but
this does not affect any right or remedy of a third party which exists or is
available apart from under that Act.
Governing law and jurisdiction
This
agreement and any dispute or claim arising out of or in connection with it or
its subject matter or formation (including non-contractual disputes or claims)
shall be governed by and construed in accordance with English law and both
parties submit to the exclusive jurisdiction of the English courts.
Website
Online
terms and conditions apply to sales made on line and can be found at
http://www.minene.co.uk. In any event Seller does not warrant that any website
information will be error free and the Buyer acknowledges that information,
Products and services published on the website may include inaccuracies and
typological errors. Buyers are provided access to this Website in accordance
with the online terms.
Contact us
By
email at sharon@minene.co.uk
By
phone at customer services at 07956 887715