Tel: +44 (0)1707 330101
Welwyn Garden City
Miniplas Ltd terms and conditions for the supply of goods and/or services
Dated April 2018
The Customer's attention is particularly drawn to the provisions of clause 10.
1.1. Definitions. In these Conditions, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or a public holiday) when banks in London are open for business.
Miniplas Ltd: company registered in England and Wales with company number 01114056.
Commencement Date: has the meaning set out in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 14.8.
Contract: the contract between Miniplas Ltd and the Customer for the supply of Goods and/or Services in accordance with these Conditions.
Customer: the person or firm who purchases the Goods and/or Services from Miniplas Ltd.
Delivery Location: has the meaning set out in clause 3.2.
Force Majeure Event: has the meaning given to it in clause 14.1(a).
Goods: the goods (or any part of them) set out in the Specification or the Order and includes any tooling as applicable.
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Order: the Customer's order for the supply of Goods and/or Services, or the Customer's written acceptance of Miniplas Ltd's quotation.
Quotation: the quotation, for goods and/or services, supplied by Miniplas Ltd to the Customer prior to an Order.
Services: the services, including any deliverables, supplied by Miniplas Ltd to the Customer as set out in the Specification.
Specification: in relation to Goods or Services, any specification (including any relevant plans or drawings) that is agreed in writing by Miniplas Ltd, as qualified by any conditions set out in the Quotation.
1.2. Construction. In these Conditions, the following rules apply:
2. Basis of Contract
2.1. The Order constitutes an offer by the Customer to purchase Goods and/or Services from Miniplas Ltd in accordance with these Conditions.
2.2. The Order shall only be deemed to be accepted when Miniplas Ltd issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
2.3. The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Miniplas Ltd which is not set out in the Contract. Any samples, drawings, descriptive matter or advertising issued by Miniplas Ltd and any descriptions or illustrations contained in Miniplas Ltd's catalogues, brochures or websites are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or any other contract between Miniplas Ltd and the Customer for the supply of the Goods and/or Services.
2.4. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.5. Any quotation given by Miniplas Ltd shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue unless otherwise stated in writing.
2.6. All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.
3. Delivery of Goods
3.1. Miniplas Ltd shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
3.2. Unless otherwise agreed, delivery is ex-works and the Customer shall collect the Goods from Miniplas Ltd's premises at 3 - 5 West Burrowfield, Welwyn Garden City, AL7 4TW (Delivery Location) within three Business Days of Miniplas Ltd notifying the Customer that the Goods are ready.
3.3. Delivery of the Goods shall be completed on the completion of loading of the Goods at the Delivery Location or the Goods' arrival at such other delivery address as may be agreed, as the case may be.
3.4. Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. Miniplas Ltd shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide Miniplas Ltd with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
3.5. If Miniplas Ltd fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. Miniplas Ltd shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or by the Customer's failure to provide Miniplas Ltd with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.
3.6. The Customer shall not be entitled to reject the Goods if Miniplas Ltd delivers up to and including 5 (five) per cent more or less than the quantity of Goods ordered, but a pro-rata adjustment shall be made to the Order invoice on receipt of notice from the Customer that the wrong quantity of Goods was delivered.
3.7. Miniplas Ltd may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
4. Quality of Goods
4.1. Miniplas Ltd warrants that on delivery, and for a period of 12 months from the date of delivery (Warranty Period), the Goods shall:
4.2. Subject to clause 4.3., if:
4.3. Miniplas Ltd shall not be liable for the Goods' failure to comply with the warranty in clause 4.1. if:
4.4. Except as provided in this clause 4, Miniplas Ltd shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 4.1.
4.5. The terms of these Conditions shall apply to any repaired or replacement Goods supplied by Miniplas Ltd under clause 4.2.
5. Title and Risk
5.1. The risk in the Goods shall pass to the Customer on completion of delivery.
5.2. Title to the Goods shall not pass to the Customer until Miniplas Ltd has received payment in full (in cash or cleared funds) for:
5.3. Until title to the Goods has passed to the Customer, the Customer shall:
5.4. If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 12.1(b) to clause 12.1(l), or Miniplas Ltd reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy Miniplas Ltd may have, Miniplas Ltd may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
6. Supply of Services
6.1. Miniplas Ltd shall provide the Services to the Customer in accordance with the Specification in all material respects.
6.2. Miniplas Ltd shall use all reasonable endeavours to meet any performance dates for the Services specified in the Quotation, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
6.3. Miniplas Ltd shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and Miniplas Ltd shall notify the Customer in any such event.
6.4. Miniplas Ltd warrants to the Customer that the Services will be provided using reasonable care and skill.
7. Change Control
7.1. If either party wishes to change the Specification, it shall submit details of the requested change to the other in writing.
7.2. If the Customer requests a change to the Specification, Miniplas Ltd shall, within a reasonable time, provide a written estimate to the Customer of:
7.3. If Miniplas Ltd requests a change to the Specification, the Customer shall not unreasonably withhold or delay consent to it.
7.4. If the Customer wishes Miniplas Ltd to proceed with the change, Miniplas Ltd has no obligation to do so unless and until the parties have agreed in writing on the necessary variations to its charges, the Specification and any other relevant terms of the Contract to take account of the change.
8. Customer's Obligations
8.1. The Customer shall:
8.2. The Customer shall ensure that any specifications for Goods or tooling produced by it to Miniplas Ltd shall be accurate and fit for purpose in producing the relevant Goods. For the avoidance of doubt, the act of agreeing such specification shall impose no liability on Miniplas Ltd in connection with the accuracy or fitness for purpose of such specification. To the extent that any such specification proves to be inaccurate or not fit for purpose, the Customer shall indemnify Miniplas Ltd for any additional costs incurred in producing the relevant Goods and shall pay Miniplas Ltd for any additional Services required to produce the relevant Goods.
8.3. If Miniplas Ltd's performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
9. Charges and Payment
9.1. The price for Goods shall be the price set out in the Quotation or, if no price is quoted, the price set out in Miniplas Ltd's published price list as at the date of delivery. Unless otherwise agreed the price of the Goods is exclusive of all costs and charges of insurance and transport of the Goods, which shall be paid by the Customer when it pays for the Goods.
9.2. Where applicable the charges for Services shall be as detailed in the Quotation.
9.3. Any additional services shall be charged on a time and materials basis as notified by Miniplas Ltd to the Customer from time to time.
9.4. Miniplas Ltd shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom Miniplas Ltd engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Miniplas Ltd for the performance of the Services, and for the cost of any materials.
9.5. Miniplas Ltd reserves the right to increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to Miniplas Ltd that is due to:
9.6. In respect of Goods, Miniplas Ltd shall invoice the Customer on or at any time after completion of delivery or as otherwise provided in the Quotation. In respect of Services, Miniplas Ltd shall invoice the Customer as detailed in the Quotation or otherwise on completion of the relevant Services. Any payment made prior to delivery in accordance with any payment schedule set out in the Quotation shall be treated as a non-refundable deposit.
9.7. The Customer shall pay each invoice submitted by Miniplas Ltd:
time for payment shall be of the essence of the Contract.
9.8. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by Miniplas Ltd to the Customer, the Customer shall, on receipt of a valid VAT invoice from Miniplas Ltd, pay to Miniplas Ltd such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.
9.9. Without limiting any other right or remedy of Miniplas Ltd, if the Customer fails to make any payment due to Miniplas Ltd under the Contract by the due date for payment (Due Date), Miniplas Ltd shall have the right to charge interest on the overdue amount at the rate of three (3) per cent per annum above the then current HSBC Bank's base lending rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.
9.10. The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against Miniplas Ltd in order to justify withholding payment of any such amount in whole or in part. Miniplas Ltd may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Miniplas Ltd to the Customer.
9.11. Until all amounts due under the Contract have been paid in full, Miniplas Ltd shall have a general lien on any tooling or other property belonging to the Customer, exercisable in respect of all sums lawfully due from the Customer to Miniplas Ltd. Miniplas Ltd shall be entitled, on the expiry of 14 days' notice in writing, to dispose of such tooling or other property in such manner and at such price as it thinks fit and to apply the proceeds towards the amounts outstanding.
10.1. A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. Information is excepted that is
10.2. This clause 9 shall survive termination of the Contract.
11. Limitation of Liability: the Customer's attention is particularly drawn to this clause
11.1. Nothing in these Conditions shall limit or exclude Miniplas Ltd's liability for:
11.2. Subject to clause 11.1.:
11.3. Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
11.4. This clause 11 shall survive termination of the Contract.
12.1. Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
12.2. Without limiting its other rights or remedies, Miniplas Ltd may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.
12.3. Without limiting its other rights or remedies, Miniplas Ltd shall have the right to suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and Miniplas Ltd if:
13. Consequences of Termination
On termination of the Contract for any reason:
14.1. Force majeure:
14.2. Assignment and subcontracting:
14.4. Waiver and cumulative remedies:
14.6. No partnership:
Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
14.7. Third parties:
A person who is not a party to the Contract shall not have any rights under or in connection with it.
14.9. Governing law and jurisdiction:
This Contract, 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 the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.