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MASTERDOR TERMS AND CONDITIONS OF SALE
In these terms and conditions:
|"the Contract"||means any contract to which these terms and conditions apply.|
|"the Goods"||means the Masterdor products which the Seller agrees to supply to the Buyer.|
|"the Services"||means any services supplied by the Seller the subject of this Contract [and more particularly the assisted survey scheme].|
|"the Seller"||means Synseal Extrusions Limited trading as Masterdor.|
|"the Buyer"||means the person, firm, authority or company who buys the Goods.|
|"RID"||means Required Information Date 5 weeks prior to the required delivery date.|
2. Basis of Sales
2.1 These terms and conditions are the only ones to which the contract for the sale or supply of the Goods and/or Services by the Seller to the Buyer is subject. Any other conditions proposed or stipulated by the Buyer in whatever form, written or oral, are hereby expressly waived and excluded. These terms and conditions may not be varied except by the written consent of a director of the Seller. A contract shall only be concluded upon the Seller’s written acceptance of the Buyer’s order on the Seller’s official Acknowledgement of Order form.
2.2 No responsibility or claim for damages will be accepted by the Seller should any delay or loss occur as a result of the Buyer's failure to comply with these terms and conditions.
3. Specifications and Orders
3.1 No order for a Masterdor will proceed without a full manufacturing information having been received in writing by the Seller on or before the RID.
3.2 Any changes to the contract specification and any resulting price adjustments must be agreed and confirmed in writing by the Seller.
3.3 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the contract in accordance with its terms.
3.4 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or the Seller's guarantee which do not materially affect their quality or performance.
3.5 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.
3.6 The Seller can, where the Seller considers it advisable, require that a pilot installation is carried out by the Seller at the start of a contract. Any variation to the specification arising from the pilot installation must be agreed in writing by the Seller.
The price and delivery times stated in any quotation are not binding on the Seller. They are commercial estimates only which the Seller will make all reasonable efforts to achieve.
5. Assisted Surveys
5.1 If an assisted survey is requested by the Buyer it is the Buyer's responsibility to arrange access at such times as are agreed with the Seller. The Buyer agrees to pay for any assisted survey it requests. The assisted survey is not binding on the Seller and constitutes advice and suggestions only to assist the Buyer in ensuring that a Masterdor Survey/Works Order Form is duly completed and received by the RID.
5.2 It is the Buyer's responsibility to ensure that the details in the Masterdor Survey/Works Order Form are correct and are provided by the RID.
6. Price of the Goods
6.1 The price payable for the Goods shall be as stated in the Seller's price list (or quotation relating to the Goods) unless otherwise stipulated in writing by the Seller but the Seller reserves the right to alter its prices without prior notice to the Buyer.
6.2 The price is exclusive of Value Added Tax and all other applicable taxes and expenses in respect of the Goods which shall be added to the price unless otherwise stipulated in writing by the Seller.
7. Terms of Payment
7.1 The Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods unless the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has tendered delivery of the Goods.
7.2 The Buyer shall make immediate payment for the Goods notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract.
7.3 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:
7.3.1 cancel the contract or suspend any further deliveries to the Buyer;
7.3.2 appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit; and
7.3.3 charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of interest pursuant to the Late Payment of Commercial Debts (Interest) Act 1998from time to time until payment in full is received; and
7.3.4 any credit terms between the parties shall cease to apply and the Buyer will become immediately liable for all sums outstanding under any contract between the Seller and the Buyer.
8.1 The time for delivery shall not be the essence of the Contract. Any delivery dates are approximate only.
8.2 The date of delivery will be confirmed by the Seller in writing upon the Seller's receipt of full manufacturing information in writing on or before the RID.
8.3 The Seller shall not be liable to the Buyer for any loss or damage direct, indirect or consequential, or any delay in delivery of the Goods.
8.4 The Seller reserves the right to charge the Buyer for any losses or costs incurred to the Seller as a result of being unable to meet any pre-arranged appointments due to no access being available to a site/property in or on which the Seller is to carry out a site visit, survey, inspection or installation of the Goods.
8.5 If the Buyer refuses or fails to take delivery of the Goods on the date of delivery, the Seller will be entitled at its own discretion to:
8.5.1 store the Goods at the risk of the Buyer and the Buyer shall in addition to the price payable under the Contract pay all costs and expenses of such storage and any additional costs of carriage incurred (a charge of 15% of the total value of the order will be made for transportation and/or storage or restocking) and the Seller shall be entitled to invoice the goods in accordance with these conditions;
8.5.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract
8.5.3 levy a charge for labour costs incurred in cleaning and or repackaging returned goods.
8.6 For the avoidance of doubt where Goods are delivered by instalments the Seller may invoice each instalment separately to the Buyer.
8.7 The Company allows a strict maximum of 30 minutes for each UK delivery, failing which the Buyer will not receive the order; see the Seller’s Shipping Policy for more details.
8.8 It is Seller policy that its driver does not leave the rear of his vehicle during unloading. Therefore the Buyer should provide assistance for off loading, ie. forklift or two able bodied persons.
8.9 Without prejudice to clause 8.5 the Seller will endeavour to comply with reasonable requests by the Buyer for postponement of delivery but shall be under no obligation to do so.
9. Risk and Title
9.1 Risk of damage to or loss of the Goods shall pass to the Buyer:
9.1.1 in the case of Goods to be delivered at the Seller's premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or
9.1.2 in the case of Goods to be delivered otherwise than at the Seller's premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
9.2 The Seller shall retain title to and ownership of the Goods until it has received payment in full of all sums due for the Goods supplied to the Buyer.
9.3 Until payment of the purchase price the Goods shall be stored separately to any goods which belong to the Buyer or any third party, and shall be clearly marked and identifiable as being the Seller's property.
9.4 The Seller hereby licenses the Buyer to sell Goods which belong to the Seller as the Seller's agent. All monies received from any such sale shall be held on trust to settle any sums due in respect thereof to the Seller and pay any balance to the Buyer. Such monies shall (if the Seller so requests at any time) be placed to the credit of a separate bank account which shall not be permitted to become overdrawn and shall not be released to the Buyer until payment for the Goods has been received.
9.5 If the Buyer fails to make any payment to the Seller when due, if the Buyer has failed to take delivery of any Goods under the Contract, (or any other contract with the Seller) otherwise than in accordance with the Customer's contractual rights, if the Buyer compounds with its creditors, executes an assignment for the benefit of its creditors, has a bankruptcy order against it or, being a company, enters into a voluntary or compulsory liquidation or has an administrator or administrative receiver or receiver appointed over all or part of its assets or takes or suffers any similar action as a result of debt or becomes insolvent or if the Seller has reasonable cause to believe that any of those events is likely to occur, the Seller shall have the right, without prejudice to any other remedies:
9.5.1 to enter without prior notice any premises where Goods owned by it may be, and to repossess any Goods owned by it so as to discharge any sums owed to it by the Buyer under this or any other contract;
9.5.2 to require the Buyer to resell or part with possession of any Goods owned by the Seller;
9.5.3 to withhold delivery of any undelivered Goods and stop any Goods in transit.
unless the Seller expressly elects otherwise, any contract between it and the Buyer for the supply of Goods shall remain in existence notwithstanding any exercise by the Seller of its rights under this clause.
9.6 The Goods shall, once the risk has passed to the Buyer be and remain at the Buyer's risk at all times unless the Seller has retaken possession of them, and the Buyer shall insure accordingly.
9.7 Any implied right to sell the Goods in the ordinary course of business shall terminate on the occurrence of any of the events listed in condition 9.5.
9.8 In the event of the appointment of an administrator over the Buyer or a receiver over any of the Buyer's assets then it is acknowledged that none of the Goods shall be sold or agreed to be sold by the administrator/receiver, without the Seller’s prior written consent or (where relevant) a prior court order having been obtained.
9.9 the Buyer shall take all reasonable precautions to protect the Goods from damage or loss arising from any cause (and shall keep the Goods fully insured) whilst the Goods remain the property of the Seller
9.10 In the event of a sale of the Goods by the Buyer in the ordinary course of its business to a third party the Buyer shall (if so required by the Seller at any time) assign to the Seller in writing its rights to recover the selling price from the relevant third party.
10.1 Subject to the conditions set out below the Seller warrants that:-
10.1.1 any glass in the Goods will correspond with its specification at the time of delivery and will be free from defects in material and workmanship for a period of ten years from delivery; and
10.1.2 in relation to any hardware forming part of the Goods the Seller will assign so far as it is able any manufacturer’s warranty to the Buyer on request; and
10.1.3 the following items forming part of the Goods will be free from defects in material and workmanship for a period of ten years from delivery: any door blades, door frames and any insulated glazed unit.
10.2 The above warranty is given by the Seller subject to the following exceptions where the Seller shall be under no liability:
10.2.1 in respect of any defect in the Goods relating to any movement or distortion of the substrate of the Goods;
10.2.2 in respect of any defect arising from fair wear and tear, exposure to extreme temperature, wilful damage, negligence, abnormal working conditions, failure to follow the Seller's instructions (whether oral or written) applicable to obtaining, handling, transporting, storing, installing and operating the Goods;
10.2.3 in respect of any damage to the Goods caused directly or indirectly by or during installation of the Goods which is carried out otherwise than in accordance with clause 10.16.
10.2.4 if the total price for the Goods has not been paid by the due date for payment;
10.2.5 if the Buyer has failed to apply microporous paint in accordance with the paint manufacturers and the Seller's instructions;
10.2.6 if the Buyer installs or uses the Goods after the Buyer becomes aware of a defect or after circumstances which would reasonably have indicated to the Buyer the existence of a defect (and for the avoidance of doubt if the Buyer does proceed to install or use the Goods after the Buyer becomes aware of a defect or after circumstances have arisen which would reasonably have indicated to the Buyer the existence of a defect, then the Seller shall not be responsible for any additional costs of installation of replacement Goods).
10.3 The Seller reserves the right to charge the Buyer for all expenses incurred (including but not limited to inspection visit costs) and for any remedial work the Seller in its absolute discretion agrees to undertake should the Seller’s technical engineer reasonably consider that any alleged damage to the Goods was caused directly or indirectly by or during installation of the Goods otherwise than in accordance with clause 10.16 or was caused by any other breach by the Buyer of these Conditions.
10.4 The guarantee is transferable in the event of sale of the premises where the Goods are installed.
10.5 It is the Buyer's responsibility to inspect the Goods forthwith on delivery in accordance with the Seller's instructions (whether oral or in writing) and to report any complaint or damage to the Seller by telephone within 72 hours and confirmed in writing within 7 days. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
10.6 In the event that the Buyer reports any damage to the Seller on delivery the Goods must not be installed until the Goods have been inspected by the Seller.
10.8 Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
10.9 Where any valid claim in respect of any of the Goods which is based on any defect in quality or condition of the Goods or their failure to meet the specification is notified to the Seller in accordance with these conditions, the Seller shall be entitled to replace the Goods (or the part in question) free of charge or, at the Seller's sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer.
10.10 Except in respect of death or personal injury caused by the Seller's negligence fraudulent misrepresentation by the Seller or breach of the Seller's implied undertaking as to title, the Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or the Services or their use or resale by the Buyer, except as expressly provided in these conditions.
10.11 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller's obligations in relation to the Goods, if the failure was due to cause majeure or to any cause beyond the Seller's reasonable control including but not limited to:
10.11.1 Act of God, explosion, flood, tempest, fire or accident;
10.11.2 war or threat of war, sabotage, civil disturbance or requisition;
10.11.3 any regulations, bye laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
10.11.4 strikes, lock outs or other industrial actions or trade disputes (whether involving employees of the Seller or a third party);
10.11.5 difficulties in obtaining raw materials, labour, fuel, parts or machinery;
10.11.6 power failure or breakdown in machinery.
10.12 Where any claim based on any defect in the quality or condition of the Goods or their failure to correspond with specification is made by the Buyer the Seller shall be entitled to request evidence to show that the Buyer has complied with the Seller's instructions referred to in clause 10.2.2.
10.13 The Seller reserves the right to repair cosmetic defects that do not interfere with the performance of the Goods at no extra cost to the Buyer.
10.14 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Buyer are not affected by these Conditions.
10.15 The Buyer shall indemnify the Seller on demand against any costs charges losses or expenses including legal fees which the Seller may sustain or incur as a consequence of any failure by the Buyer promptly and properly to perform its obligations hereunder
10.16 The Buyer shall ensure that the installation of the Goods is carried out strictly in accordance with the Seller's instructions and recommendations (and the Seller can on request provide details of contractors who have satisfactorily completed the Seller's approved installation training programme).
11.1 Complaints must be made to the Seller in accordance with clause 10.5, providing full details of the contract and the nature of the complaint.
11.2 It is the Buyer's responsibility to arrange, attend and ensure access for any site visits made by the Seller.
11.3 If the Buyer returns the Goods to the Seller for repair he will do so at his own risk and expense unless and until the fault or defect is proved to be the Seller's.
11.5 The information contained in the advertising sales and technical literature issued by the Seller may be relied upon to be accurate in the exact circumstances in which it is expressed otherwise any illustrations performance details examples of installations and methods of assembly and all other technical data in such literature are based on experience and from trials under test conditions. Accordingly the information contained in the Seller's publications is provided for general guidance only and forms no part of the contract unless expressly agreed in writing. Buyers should obtain specific recommendations and advice from the Seller regarding the uses and attributes of the Seller's goods.
12.1 Any notice required or permitted to be given by either party to the other under these conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may have been notified pursuant to this provision to the party giving the notice.
12.2 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
12.3 Each of the provisions contained in these conditions shall be construed as separate and severable.
12.4 If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected thereby.
12.5 The Buyer shall not assign or transfer any of its rights benefits or obligations under the Contract (save with the prior written consent of the Seller).
12.6 The Contract shall be governed by the laws of England.
Registered Company Address: Synseal Extrusions Ltd, Common Road, Huthwaite, Notts NG17 7AD.
Registration No: 9276899 England
Registered office as above