Terms and Conditions

MPC REDDITCH LTD

TERMS AND CONDITIONS OF BUSINESS

GENERAL A Customer’s terms and conditions of business shall not apply when dealing with MPC REDDITCH LTD(hereafter known as MPC) unless MPC shall have agreed in writing to those terms and conditions of business.

Where a Customer’s terms and conditions of business (or any part thereof) are accepted by MPC as being embodied in MPC’s terms of supply to that Customer no modification of the Customer’s terms and conditions of business shall apply unless the same shall have been specifically brought to the attention of MPC and agreed by them in writing.

WARRANTY We undertake to rectify any components, which may prove defective.

RISK Risk in respect of goods supplied to a Customer shall pass to the Customer on delivery

TITLE Title to goods delivered by MPC shall not pass to the Customer until payment for those goods has been made.
a) Until the goods supplied by MPC have been paid for:

b) the Customer shall not take any steps in relation to the goods under which or as a result of which they become incapable of being identified as those particular goods; and pending re-sale of the goods by the Customer MPC shall be entitled to enter on to the premises of the Customer during normal business hours (and the Customer hereby grants to MPC a licence to so enter) for the purpose of inspecting and/or removing the goods.

FREE ISSUE Where the Customer supplies free issue material to MPC for the purpose of production of goods for the Customer, title to the free issue material shall pass to MPC upon:
MATERIAL a) Completion by MPC of the process under which the free issue material (or any part thereof) is integrated into goods produced for the Customer; and

b) the goods are invoiced to the Customer.

Until (a) and (b) above have both occurred, title to the free issue material shall remain vested in the Customer.

TERMS OF Nett monthly account, i.e. payment by end of month following the date goods were invoiced. MPC reserve the right to charge interest at the rate of 2.5% above H.S.B.C plc base rate per month on the outstanding balance of all accounts not settled within 45 days from the end of the month during which the goods were invoiced.
PAYMENT If payment is not made on these terms, or any other agreed terms then MPC ( without prejudice to any rights it may have), shall be entitled to suspend any further deliveries to the Customer.
(Tooling) 1/3 with order, 1/3 on sampling. Final 1/3 on approval.

In the event of the non-delivery of all or part of any consignment of the goods the Customer must give notice thereof to MPC within seven days of receipt by the Customer of notice from MPC that the goods have been dispatched. If the Customer shall fail to give such notice MPC shall be under no liability to the Customer in respect of such non-delivery. If the goods are lost or damaged in transit and the Customer notifies MPC two clear days before notice is required to be given to the carrier of the loss or damage then MPC will ( without accepting any liability) notify the carrier of the claim on the Customer’s behalf.

MPC LIABILTY Save where the negligence of MPC or defect in any of its products or services is directly responsible for death or personal injury MPC’s liability in respect of proven claims is limited to the invoiced value of defective goods. MPC does not accept liability for any alleged consequential loss or damage.

PRICES MPC reserves the right to alter prices without prior notice – however, orders accepted by MPC for immediate dispatch will be invoiced at the price ruling at the date of receipt of order, as shown on acknowledgement.

VARIATIONS No variation from these conditions of sale will be allowed except as varied with the written agreement of a Director of MPC.

VAT PRICES DO NOT INCLUDE VAT, unless they specifically so state.

DELIVERY MPC reserve the right to make additional handling charges for special packaging or delivery requests. All delivery dates are estimates only and the time of delivery shall not be of the essence of the contract. In no circumstances shall MPC be liable to compensate the Customer for damages or otherwise arising therefrom. The time for delivery shall be extended by a period equal to that during which any cause preventing or hindering delivery exists. Should MPC be prevented from delivering part of the goods for any reason. MPC shall deliver and the Customer shall take and pay for such part of the goods as MPC shall be able to deliver in accordance with the contract. A defect in part of the goods shall not be sufficient grounds for refusing delivery of or rejecting the whole. MPC shall be entitled to deliver the goods in one or more consignments unless otherwise expressly agreed.

REJECTS Rejects must be notified in writing to MPC within 7 days from the date of receipt of the goods in question whereupon MPC shall have the right to attend at the premises where the goods are stored to inspect the goods. If the Customer believes that 7 days is an inadequate period for inspection of goods, it shall be the responsibility of the Customer to Agree a longer period with MPC Time shall be of the essence of the said period of 7 days or such longer period as shall be agreed as aforesaid.

CANCELLATION In the event of cancellation of an order the Customer shall be responsible for and shall be required to pay all costs and expenses reasonably and properly incurred by MPC in connection with the order up to and including the day upon which the order is cancelled.

PATENTS, Trade Marks Etc All goods are sold subject to the right of any person, or third party whether in respect of any patent, trademark, registered design, copyright, confidential disclosure or otherwise howsoever to prevent or restrict the sale or use of goods in any part of the world. Where the goods have been manufactured or constructed according to design or configurations or by process specified or supplied by the Customer, the Customer represents and warrants to MPC that the goods as so designed or configured and/or the processes so used do not infringe the rights of any person whether in respect of any patent, trademark, registered design, copyright, confidential disclosure or other wise howsoever to prevent or restrict the sale or use of goods in any part of the world. The Customer shall indemnify MPC against all actions suits, claims, demands, losses, charges, costs and expenses which MPC may suffer or incur in connection with any claim by any third party alleging facts which if established would indicate a breach of the representations and warranties contained in this clause

PROPER LAW The contract shall be governed and interpreted in accordance with English Law.

HEALTH & SAFETY The Customer shall be responsible for satisfying itself that use of the goods produced by MPC will not constitute a risk to health and safety, when used by the Customer. The Customer acknowledges that the specific use of the goods produced for it by MPC and the effect of the use of the goods for that purpose is not known to MPC and the Customer further acknowledges that it is the Customer’s responsibility to satisfy itself that the goods are suitable for the purpose required. In connection therewith the Customer warrants to and undertakes with MPC that it will take all steps reasonably necessary to ensure that use of the goods does not constitute a health or safety hazard and that it will indemnify MPC against any claims or expenses which MPC may suffer or/and properly incur by reason of any breach of such warranty.

TECHNICAL ADVICE Save in circumstances where MPC have agreed in writing to provide Technical Advice (as that expression is hereinafter defined) in connection with an order from a Customer for the supply of goods or services, the Customer must:-
a) Satisfy itself as to the suitability of the goods or services provided by MPC and any material design or process used or employed or intended to be used or employed by MPC in the course of the provision of such services or production of goods. Other than in circumstances where MPC agrees in writing that it will provide and be responsible for Technical Advice, MPC shall have no liability for any damage or loss arising from any of the matters included within the expression Technical Advice.
b) under no circumstances shall MPC be liable for any loss or damage arising from a design defect where:
(i) the tools used in the production of the product for the Customer are manufactured by, for, or to the design of the Customer; or
(ii) the customer has specified or supplied material which has caused or contributed to the design defect.

For the purpose hereof the expression “Technical Advice” shall mean the adoption, use or suitability of any process, technique or design or the use of any particular material.

AUGUST 2010