Terms & Conditions
- INTERPRETATION
1.1. In these Terms and Conditions of Sale the following words shall, where context permits, have the meanings assigned to them:
1.1.1. "Messagemaker" - Messagemaker Electronic Displays Ltd
1.1.2. "The Client" - The person, form or company purchasing the Goods from Messagemaker.
1.1.3. "The Goods" - Any components, finished articles or other products the subject matter of the contract.
1.1.4. "The Contract" - Any contract between the parties for the supply of the Goods to which these Terms and Conditions of Sale apply.
1.1.5. "The Conditions" - Those Terms and Conditions of Sale of Messagemaker set out below relating to the supply of Goods to the Client.
1.1.6. "The Order" - The order placed by the Client with Messagemaker for the supply of goods.
1.2. The headings in these Conditions are for the convenience of the parties only and do not affect the interpretation.
1.3 Words denoting the singular meaning include the plural meaning and vice versa.
1.4 Words denoting the masculine gender include the feminine and neuter genders and words denoting natural persons include companies and firms and all such words shall be construed interchangeably.
- FORMATION OF CONTRACT
2.1 Unless otherwise agreed between the parties in writing (and subject to Conditions 2.3) all orders are deemed to have been made by the Client and are accepted by Messagemaker upon and subject to these Conditions which are complete and exhaustive and override all and any other terms and conditions of business proffered by the Client which to the extent they are inconsistent with these conditions shall in any event be deemed to have rejected and any performance by Messagemaker of the Contract shall be deemed to be upon and subject to these Conditions.
2.2 These Conditions shall not be capable of being varied, supplemented, qualified or interpreted by reference to any previous course of dealings between the parties.
2.3 No employee or agent of Messagemaker has power to vary or waive these Conditions except a Director doing so in writing.
- QUOTATIONS 3.2 Messagemaker’s quotation include only such equipment, accessories, services and other works as are specified in the quotation.
- MISREPRESENTATIONS
- SPECIFICATIONS
5.1 Any specification, manuals and descriptive or technical material shall not form part of the Contract but shall be treated as approximate unless specifically stated otherwise in the Contractual documentation.
5.3 The goods are subject to modification or amendment at any time without notice provided however that no such modification or amendment shall have a material adverse effect upon the performance of the Goods. - CANCELLATION
6.1 The Client may not suspend nor cancel the whole or any part of any Order after acceptance of that Order by Messagemaker pursuant to Condition 2 above, except by prior written agreement between the parties.
- PRICES 7.2 Where between the date of the Contract and the date of delivery the price of any of the Goods or any part or component of them or of any materials used in the manufacture is increased or if there are any increases in or the imposition of any taxes, duties. Messagemaker shall be entitled to increase the contractual price of the Goods by no more than the amount of such increase.
- DELIVERY
8.2 Messagemaker shall take reasonable steps to supply the Goods within any quoted period or by any quoted date but such time is not guaranteed. - PAYMENT
9.2 If payment is not received in full when due the Client shall pay interest on the unpaid amount at the rate of 2% above the Lloyds Bank plc base rate from time to time in force and such interest shall accrue daily and shall be payable without prejudice to any other rights or remedies which Messagemaker may have against the Client. - PROPERTY AND RISK
10.2 Notwithstanding Condition 10.1 above both the legal and equitable title in and to the Goods will remain with Messagemaker until Messagemaker has received payment in full of the purchase price (which shall where remain with Messagemaker until Messagemaker has received payment in full of the purchase price (which shall where appropriate include any interest which may be due to Messagemaker). - FORCE MAJEURE
Messagemaker shall not be liable for any breach of any obligation to the Client under the Contract where the breach is wholly or mainly due to circumstances outside Messagemaker reasonable control and Messagemaker shall be entitled if it considers it appropriate to make such additional charge as in all the circumstances is reasonable for any work resulting from such circumstances.
- WARRANTY 12.2 Messagemaker undertakes to replace or at its option repair any Goods to be defective due to faults in workmanship or material within a period of 12 months from the date of delivery provided always that:
- CONSEQUENTIAL LOSS
13.2 This Condition 13 applies to the extent permitted by the Unfair Contract Terms Act 1977 so that in particular Messagemaker shall not be liable for death or personal injury caused by its negligence. - INTELLECTUAL PROPERTY 14.2 The Client shall indemnify Messagemaker fully and effectually against all liability, costs, and expenses which Messagemaker may incur as the result of work done in accordance with designs, specifications or drawings provided by the Client involving the infringement or alleged infringement of any rights referred to in Condition 14.1 above
- LICENCES
15.2 The Client shall indemnify Messagemaker against all claims, losses, expenses and costs made against or incurred by Messagemaker resulting from a breach of the Client's obligation under this condition - Messagemaker DOCUMENTS
16.2 Any document referred to in this condition 16 shall remain the property of Messagemaker and must be returned on request. - INSOLVENCY OF THE CUSTOMER
In the event of any of the matters in Condition 10.5 happening Messagemaker shall be entitled forthwith to terminate the Contract and the price for all Goods delivered and all work done shall become immediately due for payment.
- NOTICE
Any notice given under this Contract must be in writing and shall be delivered personally or sent by pre-paid post first class mail or by letter to the registered office, place of business or fax number of the recipient and shall be deemed to have been received on the day of personal delivery, two days from the date of posting within the United Kingdom or else in due course of post, or within 24 hours of the fax being sent.
- JURISDICTION
English Law is the proper law of the Contract and all disputes arising in connection with it are subject to the jurisdiction of the English Court.
7.3 Prices are exclusive of Value Added Tax and similar taxes which shall where applicable appear as separate items on Messagemaker’s Invoice to the Client.
7.4 Any duty of tax payable in respect of the sale of the Goods to the Client including their shipment or delivery to the Client shall be the responsibility of the Client.
7.5 Where a Client pays the price for goods in other than pounds sterling the Client agrees to pay such sum as after deduction of commission and other charges in connection with the exchange of currency equals the price of the Goods sold under the Contract.
7.6 If the Client has a complaint or query about any invoice raised by Messagemaker, he shall notify Messagemaker of that complaint or query in writing within five days of the receipt of that invoice by the Client. If Messagemaker does not receive such notice within the time allowed, the Client shall be deemed to have accepted the amount of the invoice and shall be obliged to make payment in accordance with the provisions of Clause 9.
7.7Where Messagemaker has quoted and the Contract is based on a condition that the Client purchases a certain quantity of goods over a specified period of time and the Client fails to purchase the agreed quantity within the agreed time, then Messagemaker will be entitled to charge in respect of those Goods actually sold to the Client an additional sum representing the difference between the quoted price (on the basis of the higher quantity of Goods being purchased) and the actual price of the goods actually purchased by the Client by the end of the specified period, such prices to be those ruling at the date of the end of the relevant period. Such sum shall be a debt payable immediately upon demand being made by Messagemaker to the Client.
8.3 Time & date of delivery, installation and commissioning shall not be the essence of the Contract and in no case shall Messagemaker be liable for any delay in delivery or the consequence of such delay however caused. . Notwithstanding the above any delay deemed to be unreasonable in the Client’s sole discretion shall entitle the Client to terminate this agreement without penalty.
8.4 Where the parties agree in writing that delivery is by scheduled delivery each consignment shall be deemed to be sold as part of an entire Contract and not under a separate Contract for each
8.5 Non-delivery of the Goods must be notified to Messagemaker in writing within 5 working days of receipt by the Client of the notification of despatch by Messagemaker.
8.6 The Client shall inspect and test the Goods immediately upon delivery and must notify any damage to the goods to Messagemaker in writing within 5 working days of delivery.
8.7 If the Client shall fail to give notice as required in 8.6 and/or 8.7 above then the goods shall be deemed in all respects to be in accordance with the Contract and the Client shall be deemed to have irrevocably and unconditionally accepted the Goods as being completely satisfactory.
9.3 If payment is to be made by instalments the failure of the Client to pay an instalment in due time shall not entitle Messagemaker to treat such failure as a repudiation of the whole Contract by the Client nor to recover damages for breach of Contract.
9.4 Messagemaker reserves the right to defer without penalty delivery of any of the Goods which have been ordered by the Client so long as any amounts remain overdue for payment.
9.5 No claim by the Client in respect of the Goods comprised in one delivery shall entitle the Client to withhold payment of the whole or any part of the price payable in respect of any other delivery of the Goods.
9.6 This contract is divisible. Each delivery made hereunder shall be deemed to arise from a separate contract and shall be invoiced separately; any invoice for a delivery shall be payable in full in accordance with the terms of payment provided for herein, without reference to and notwithstanding any defect of default in delivery of any other instalment
10.3 Until such payment has been made the Client acknowledges that he shall be in possession of the Goods solely as bailee for Messagemaker.
10.4 Until the Client becomes the owner of the Goods he will store them separately from his own goods or those of any other person and in manner that makes them easily recognisable as the Goods of Messagemaker.
10.5 So long as the title property in the Goods remain in Source the Client's right to possession of the Goods shall cease if the Client:
10.5.1 being an individual becomes apparently insolvent or has a petition presented against him for a bankruptcy order or makes any composition or arrangement with his creditors or has an interim order made or dies or
10.5.2 being a firm is dissolved or
10.5.3 being a company has a winding up petition filed against it or has an administrative receiver, provisional liquidator, receiver and manager appointed in respect of the whole or any part of its undertaking or
10.5.4 has any execution levied or attempted against him his property or assist or
10.5.5 ceases or threatens to cease to trade or
10.5.6 repudiates the Contract or
10.5.7 is in breach of a condition of the Contract.
10.6 When the Client's right to possession of the Goods ceases under Condition 10.5 Messagemaker may for the purposes of recovery of the Goods enter upon any premises where they are stored or kept or are reasonable thought to be stored and repossess them and the costs and expenses of Messagemaker in recovering possession shall be a debt due from the Client to Messagemaker.
10.7 The Client shall be free to agree to sell the Goods or any product incorporating the Goods subject to the following express conditions:
10.7.1 that such agreement to sell shall take place as agent and bailee for Messagemaker (save that the Client shall not hold himself out as such) whether the Client sells on his own account or not and
10.7.2 that the entire proceeds of sale are held in trust for Messagemaker and are not mingled with other monies or paid into an overdrawn bank account and shall be at all times identifiable as belonging to Messagemaker.
10.8 Messagemaker is entitled to maintain an action for the price of the Goods notwithstanding that the title and property have not passed to the Client.
12.2.1 The Client submits a written claim to Messagemaker within 5 days of the date of delivery.
12.2.2 The Goods have been properly stored, cared for, used and maintained and have not been subjected to any actual or attempted alteration, modification or repair and
12.2.3 The Goods are returned to Messagemaker, carriage pre-paid at the risk of the Client and properly packaged as failure to properly package the Goods may result in their being damaged in transit. Messagemaker may reject warranty claims where Goods are returned improperly packaged.
12.3 In the case of Goods or parts which are found to be defective but which have not been manufactured by Messagemaker the Client shall be entitled so far as possible to the benefit of any guarantees given by the manufacturers details of which will be provided to the Client on request.
12.4 The Client is solely responsible for ensuring the Goods ordered are reasonably fit for his purposes.
12.5 The liability of Messagemaker under this Condition 12 shall be instead of and to the exclusion of any warranty or condition implied by law as to quality or fitness for purpose of the Goods and except as provided by this Condition Messagemaker shall not be under any liability, whether in contract or tort or otherwise, in respect of defects in the Goods.
13.3 Messagemaker shall not be liable for any loss or damage caused by the failure of the Client properly to handle or use the Goods in their correct application and in view of the likely nature of the Goods the subject matter of the Contract the Client should ensure that they are handled and used only by properly qualified and trained persons.