1. HEADINGS
The headings in these Conditions are for convenience only and shall not affect their interpretation.
2. DEFINITIONS
‘Company’ means Mettler Toledo Limited
‘Contact’ means the contract formed by the Company’s acceptance of the Customers order
‘Customer’ means the individual firm, company or other party with whom the company contracts
‘International Supply Contract’ means such a contract as id described in section 26(3) of the Unfair Contract Terms Act 1977
3. FORMATION OF CONTRACT
(a) No order in pursuance of any quotation or otherwise shall be binding on the company unless and until such order is accepted by the Company. All verbal, telephone or telegraphic orders must be confirmed in writing within seven days from the date thereof. The Contract shall be subject to these conditions and, safe as aftermentioned, no representative or agent of the Company has authority to agree any terms or make any representations inconsistent with them or to enter into any contract except on the basis of them; any such term representation or contract will bind the Company only if in writing and signed upon behalf of the Company. A list of authorised signatories of the Company is available upon request.
(b) Unless otherwise agreed in writing by the Company these conditions shall override any terms and conditions stipulated or referred to by the Customer in his order or pre-contract negotiations.
(c) Any description contained in the Companys catalogues, samples, price lists or other advertising material is intended merely to present a general picture if the Company’s products or services and shall not form a representation or be part of the Contract.
(d) In the event that the company has not given a written acknowledgement of the Customers order these conditions, provided the Customer shall have had prior notice of them, shall nonetheless apply to the Contract.
(e) The Company reserves the right to correct any clerical or typographical; errors made by its employees at any time.
4. SAFETY INFORMATION AND USE
(a) The customer warrant that it will pas on to all relevant personnel all information as to the use and safe handling of the goods as may have been passed on to the Customer by the Company.
(b) If the goods are used for a purpose which has not been made known to the Company and approved by them in writing or are used in a manner other that is authorised by the documentation of the Company or are used in hazardous area (unless approved by the Company) the performance and safety of the goods may be affected and the Customer agrees in such event to indemnify the Company against any claims, costs, damages or expenses arising from such unauthorised use, included (without prejudice to the generality of the foregoing) any infringement of any intellectual property rights arising therefrom.
5. PRICES AND QUOTATION
(a) Subject to any agreement to the contrary the Company’s quotations are valid for 30 days from the date of issue (errors and omissions excepted).
(b) All prices quoted are exclusive to VAT and the Customer shall pay any and all taxed duties and other government charges payable in respect of the goods or services.
(c) The Company is not responsible for the provision of site test weights or weights and measures stamping fees unless otherwise agreed in writing.
(d) In the event that the work which the Company is required to undertake is (with the consent of the Company increased or varied by the Customer the Company shall be entitled to increase its prices by such amount as may be reasonable of order form and the customer shall be substituted for the previous Contract price.
(e) The figures given for performance of the goods are based upon such as the company expects to obtain on test. The company will only guarantee performance within specified margins as stated in quotation or acknowledgement of order form and the Customer shall assume responsibility for the capacity and performance of the goods being sufficient for the Customers purpose.
(f) Where the Customer requires special packaging for the Company reserves the right to make an additional charge therefor.
6. DELIVERY
(a) If the Company agrees to deliver the goods it shall do so by the means most convenient to the Company to the address or addresses agreed by the Customer and the Company or (in the event that the Customer fails to specify an address) to any address of which the Customer resides or carries on business in the
(b) While the company will endeavour to deliver the goods or complete the serves by any other date or within any period agreed upon, such dates and periods are estimates only given in good faith and the Company will not be liable for any failure or complete by such a date or within such a period. Moreover, the Company shall be entitled to deliver defer or completion until any monies due from the Customer have been received.
(c) Unless otherwise agreed in writing, packing cases are not returnable.
7. INTERNATIONAL SUPPLY CONTRACTS
If the Contract is an International Supply Contract it shall be deemed to incorporate the latest editions of Incoterms current on the date of the Contract save that in the event of any inconsistency between incoterms and any express term of the Contract the latter shall prevail. The Company shall be under no obligation to give the Customer the notice specified in Section 32(3) of the Sales of Goods Act 1979.
8. RISK
Suitable unloading and storage of goods after delivery shall be the Customer responsibility. Subject to any agreement in writing by the Company, the risk in goods which the Company agrees to supply shall pass to the Customer on delivery or the date (if earlier) on which, the goods being ready for delivery, delivery is either postponed at the Customer’s request wrongfully refuses delivery.
9. FORCE MAJEURE
Should the Company be delayed in or prevented from making delivery of the goods or carrying out the services due to war, governmental or parliamentary restrictions, strike, lock-outs, fire, floods, explosions, labour disturbances, trade disputes, damage to or destruction of the goods, breakdown of machinery, shortages of labour or of raw materials or Act of God or due to any other causes whatsoever beyond reasonable control of the Company, the Company shall be of liberty to cancel or suspend the order placed by the Customer without incurring any liability for any loss or damage arising therefrom.
10. PAYMENT
(a) Unless otherwise specified in writing by the Company payment for the goods or services or any instalment thereof shall be made by the Customer of net invoice price not later than 30 days after the invoice date.
(b) Unless otherwise agreed in writing, the Company shall be entitled to invoice the Customer for the goods or services or any instalment thereof on or at any time after delivery of the goods or any instalment thereof or completion of the services or any instalment thereof, unless the goods are to be collected by the Customer or the Customer wrongfully fails to take delivery of the goods, in which event the company shall be entitled to invoice the Customer at any time after the Company has notified the Customer that the goods are ready for collection or (as the case may be) the Company has tendered delivery of the goods.
(c) Without prejudice to subclauses (a) and (b) thereof, if the Contract provides for stage payments the Company of any instalment, shall, without prejudice to any other right, forthwith entitle the Company to the whole of the outstanding Contract sum.
(d) In the event of the Company accepting payment by instalments any delay in the receipt by the Company of any instalment shall, without prejudice to any other right, forthwith entitle the Company to the whole of the outstanding Contract sum.
(e) Unless otherwise agreed in writing, in case of International Supply Contracts the Customer shall arrange payment to the company under full irrevocable letter of credit confirmed by a Bank in the
(f) Where the Company has agreed that the price is payable in a currency other than Pounds Sterling all banking and similar charges shall be payable by the customer.
(g) Time for payment shall be of the essence of the Contract notwithstanding that property in the goods may not have passed to the customer.
(h) Without prejudice to any other rights of the Company interest will be payable on all overdue accounts of the prevailing Barclays Bank plc base rate plus 4% and for the purposes of paragraphs 11 and 14 hereof the full purchase price of the goods or services shall include any interest payable thereunder
11. DEFERMENT OF CANCELLATION
(a) If the Customer shall fail to make any payment when it becomes due or shall enter into any composition or any arrangement with its creditors or if, being on incorporated Company, shall have an administrative receiver or administrator appointed or shall pass a resolution for winding up or a Court shall make an order to that effect or if there shall be any breach by the Customer of any the terms and conditions hereof the Company may defer or cancel any further deliveries or services and treat the Contract as determined but without prejudice to its right to the full purchase price for the goods and services and damages for any loss suffered in consequence of such determination.
(b) Cancellation by the Customer will only be accepted at the discretion of the Company. If the Company agrees to such cancellation the Customer shall be liable to the Company for the payment of the cancellation for the payment of the charges in the following schedule together with any charges imposed on the Company by the Company’s suppliers due to cancellation:-
Days notice from Customer of cancellation prior to Company’s acknowledgement of despatch date
Charges as % of quoted price of cancelled goods: over 90: 15%; 61-90: 25%; 0-60: 40%
(c) A charge will be made for any costs incurred by the Company due to suspension or deferment of any order by the Customer or in the event that the Customer defaults in collecting any goods or giving instructions for the delivery of any goods or the performance of any services. The Company further reserves the right to invoice the Customer immediately in such events for the full price of the goods or services.
12. DAMAGE, SHORTAGE OR LOSS
No claim for damage in transit, shortage of delivery or loss will be entertained unless the Customer shall have given to the Company written notice of such damage, shortage or loss with reasonable particulars thereof 3 working days of receipt of the goods or (in the case of total loss) of reeipt of the invoice or other notification of despatch. The Company's liability, if any, shall be limited to replacing or (at its discretion) repairing such goods and it shall be a condition precedent to any such liability that the Customer shall, if so requested, have returned damaged goods to the Company within 14 days of such request. The Customer shall not be entitled to make any claim against the Company for consequential loss arising out of such damage, shortage or loss as aforesaid.
13. LIMITATION OF LIABILITY
(a) Save as otherwise provided in these conditions the Company's liability in respect of any defect in or failure of goods supplied or default in work done (which expression shall, without prejudice to its generality, include all work done in or in connection with the design, manufacture, treatment, testing erection, installation, repair, or servicing of any goods) is limited to replacing or (at its discretion) in repairing or paying for the repair or replacement of goods which within 12 months of despatch are found to be defective by reason of faulty or incorrect parts or materials or default in work done and carrying out again any services which the Company has failed properly to perform in accordance with the Contract.
(b) Conditions precedent to the Company's liability hereunder shall be that:
(i) as soon as reasonably practicable the Customer shall have given to the Company reasonable notice of the defect, failure, default or error and shall have provided authority for the Company's servents or agents to inspect the goods
(ii) the goods were new when supplied by the Company and have been properly stored and operated by the Customer
(iii) the goods have not been subject to abnormal use or any modification or repair not carried out by the Company
(iv) the Company has been given full and complete information by the Customer stating the duties and conditions under which the goods are required to operate and that such duties and conditions have not subsequently proved to be inaccurate.
(c) The Company shall have no other or further liability in respect of any direct or consequential loss or damage sustained by the Customer arising from or in connection with any such defect, failure, default or error as aforesaid.
(d) Where the Company agrees to repair or replace goods or carry out again any services in accordance with the foregoing provisions of this paragraph any time specified for the supply of any goods or services under the Contract shall be extended for such period as the Company may reasonably require.
(e) Save for such terms as may be implied in the Contract by section 12 of the Sale of Goods Act 19789 or section 2 of the Supply of Goods and Services Act 1982, all conditions, warranties, and other terms, express or implied, statutory or otherwise, are expressly excluded, save insofar as contained herein or as otherwise expressly agreed by the Company in writing PROVIDED that if and insofar as any legislation or any order made thereunder shall make it unlawful to exclude or purport to exclude from the Contract any term or shall have made unenforceable any attempt to exclude any such term, the foregoing provisions of this paragraph will not apply to any such term.
14. PASSING OF PROPERTY
The following provisions shall apply to all contracts relating to goods which under the Contract the Company agrees to supply to the Customer. No failure by the Company to enforce strict compliance by the Customer with such provisions shall constitute a waiver thereof and no termination of the Contract shall prejudice limit or extinguish the Company’s rights under this paragraph.
(i) Upon delivery of the goods the Customer shall hold the goods solely as bailee for the Company and the goods shall remain the property of the Company until such time as the Customer shall have paid to the Company the full purchase price of all the goods or services supplied under the Contract or any other contract. Until such time the Company shall be entitled to recover the goods or any part thereof and for the purpose of exercising such rights the Company its employees and agents will appropriate transport may enter upon the Customer’s premises and any other location where the goods are situated.
(ii) Before payment in full is made the Customer shall be entitled to use the goods in the normal course of its business but on the conditions that the property in the goods or any articles manufactured from or incorporating the goods shall vest in the Company and the Customer shall notify any sub-customer of the fact that the Customer is not in a position to pass title to the goods until such time as the conditions herein contained may have been satisfied by payment.
(iii) Before payment in full is made the Customer shall have power to resell the goods or any articles manufactured from or incorporating the goods as provided in sub-clause (ii) hereof (as principal forwards the sub-customer but as agent and fiduciary between the Customer and the Company) the proceeds of sale thereby arising belonging accordingly to the Company.
(iv) The Customer shall maintain all appropriate insurance in respect of the goods from the date or dates on which the risk therein passes to it. In the event of any loss or damage occurring while the goods remain the property of the Company the Customer shall immediately on receipt of the insurance monies remit to the Company the full purchase price of the goods lost or damaged less any part thereof which has already been paid and until such amount has been so remitted shall hold such amount as trustee and agent for the Company.
(v) The licences granted under sub-paragraphs (ii) and (iii) above shall be terminable at any time upon notice by the Company to the Customer.
15. INSTALLATION AND TAKEOVER
(a) Where the Company has agreed to install or commission the goods an additional charge may be made by the Company if the Company is prevented from carrying out such installation or commissioning for more than 30 days after delivery of the goods by the Company unless due to the act or omission of the Company.
(b) The Customer warrants that it will at all times provide a safe working environment for the Company’s employees agents or sub- contractors and will comply with all statutory or other regulations in connection therewith and will indemnify the Company in respect of any loss incurred by the Company due to the Customer’s breach of this warranty.
(c) The Company reserves the right to sub-contract the installation of the goods or the performance of any other services required under the Contract.
(d) All goods remaining the property of the Company and delivered on site shall be the responsibility of the Customer until the Company has removed the same and the Customer warrants that he has sufficient insurance cover to comply with the provisions of this subclause.
16. TESTING
If the Company agrees to carry out any special tests it reserves the right to charge therefor.
17. TRADE MARK OR NAMES
(a) No trade mark, service mark or name carried on goods supplied by the Company may be erased or replaced without the written consent of the Company.
(b) The Customer will be fully responsible for any consequences of any patent, trade mark, design, or copyright infringement or any other infringement of the third party’s right resulting from the Customer’s use or sale of any of the goods where they have been modified by the Customer and the Customer shall fully and completely indemnify the Company in respect of all damages, costs, charges and expenses for which the Company may be liable as a result of any such infringement or alleged infringement.
18. NEGLIGENCE
Save as herein before provided and subject to the provisions of Section 2(i) of the Unfair Contract Terms Act 1977 the Company shall not be liable to the Customer for any damage or for any direct or consequential loss incurred by the Customer in consequence of any negligence on the part of the Company or negligence or wilful default on the part of its servants or agents or subcontractors in or in connection with the supply of any goods or in the carrying out of any work (which expression shall, without prejudice to its generality, include all work done in or in connection with the design, manufacture, treatment, testing, erection, installation, repair or servicing of any goods) or in the preparation or provision of any information or advice.
19. ENGLISH LAW
The property law of all contracts with the Company shall be English law which shall govern in all respects the construction and effect of such contracts and of these Conditions. The Customer agrees that in the event of any dispute arising out of the Contract or the performance thereof he will submit to the jurisdiction of the English Courts.