Terms and conditions

Conditions of sale

1. General

For the purpose of these Conditions of Sale, MRG Systems Ltd is referred to as “The Company”. All orders are accepted and goods supplied subject to the following express terms and conditions and all other conditions, warranties and representations, express or implied and statutory or otherwise, except as to title, are hereby excluded. No addition thereto or variation therefrom shall apply unless agreed in writing by the Parties.

2. Orders

The Company reserves the right (without prejudice to any other remedy) to cancel any uncompleted order or to suspend delivery in the event of any of the Customer's commitments with the Company not being met. If an order is cancelled by the Company in the aforementioned circumstances, or is cancelled by a Customer then the Customer shall indemnify the Company against all loss, costs (including the cost of all labour and materials used and overheads incurred), damages, charges and expenses arising out of the order and the cancellation thereof, (the Company giving credit for the value of any such materials sold or utilised for other purposes).

3. Extra Cost

In the event of any suspension of work through the Customer's instructions or lack of instructions the price(s) given shall be increased to cover any extra expense thereby incurred by the Company.

4. Despatch Dates

Any times quoted for despatch are to be treated as estimates only. Whilst every endeavour will be made to meet these estimated times for dispatch the Company shall not be liable in any manner whatsoever for failure to despatch within the time quoted.

5. Carriage Delivery Risk and Title

(a) Unless otherwise specified the price(s) given exclude packaging and delivery, (i.e. ex works).

(b) The risk of loss and/or damage to goods supplied by the Company shall pass to the Customer when they are delivered to the Customer or other person to whom the Company has been authorised by the Customer to deliver the goods whether expressly or by implication by the Carrier at the destination specified by the Customer or otherwise and the Company shall not be liable for the safety of the goods thereafter (and accordingly the Customer should insure the goods thereafter against such risks as may be commercially prudent).

(c) Any damage to goods in transit should be notified to the carrier and the Company within two days of receipt, packing and contents to be held for inspection. If goods are not received by the Customer within six days of date of invoice the carrier and the Company should at once be informed.

(d) Notwithstanding the provisions of paragraph (b) above, the ownership of the goods shall remain with the Company, (which reserves the right to dispose of them) until payment in full for all goods and materials under this Contract and all previous Contracts between the Customer and the Company has been received by it in accordance with the relevant terms or until such time as the Customer sells the goods to its Customers by way of bona fide sale at full market value.

• (i) If payment is overdue in whole or in part of or
• (ii) immediately upon the commencement of any act or proceeding in which the Customer's solvency is involved, the Company may (without prejudice to any of its other rights) recover or resell the goods or any of them and may enter upon the Customer's premises by its servants or agents for that purpose. If the goods are incorporated in or used as material for other goods before such payment the ownership in the whole of such other goods shall be and remain with the Company until such payment has been made or the other goods have been sold as aforesaid and all the Company's rights hereunder in the matter shall extend to those other goods.

6. Terms of Payment

(a) Payment of invoices shall be made without any deduction or setoff in cash in the currency specified in the Company's invoice so as to be received by the seller 30 days after the date of the invoice. Interest shall be payable on overdue accounts at the rate of 2% per month above the National Westminster Bank base rate for the time beginning in force to run from the due date for payment thereof until receipt by the seller of the full amount whether or not after judgement

(b) The Company reserves the right to re-possess any of the Goods in respect of which payment is overdue and thereafter to re-sell the same and for this purpose the Customer hereby grants an irrevocable right and licence to the Company’s servants and agents to enter upon all or any of its premises with or without vehicles during normal business hours. This right shall continue to subsist notwithstanding the termination of the Contract through the happening of any of the events specified in Condition 9 or otherwise and without prejudice to any accrued rights of the seller thereunder.

7. Liability

(a) The Company shall not be liable for any personal injury (including death) howsoever caused arising from supply of Goods except in so far as shown to result from the Company’s negligence and only to the extent that such injury (both as to nature and extent) is the foreseeable result of such negligence. In this condition the Company’s negligence shall include the negligence of its employees and agents.

(b) The Customer's particular attention is drawn to the fact that it is not possible for the Company to know how the Goods will be incorporated into other products or in what way such other products will be utilised. The Customer is therefore advised to take independent expert advice as to whether the utilisation of the Goods in a particular manner is suitable. The Company warrants that the Goods properly utilised shall comply for a reasonable period with the published technical specification pertaining to the Goods at their date of manufacture. The Company's maximum liability in respect of any item which does not comply with its published technical specification whether on account of the Company's negligence or otherwise shall be the value of the Goods ordered by the Customer from the Company during the three calendar months prior to the date of invoice. In respect of any other loss or damage (other than that specified in paragraph (a) above) howsoever arising including indirect inconsequential loss resulting from the supply of Goods or services the Company shall not be liable to the Customer or to any third party except in the following circumstances.

• (i) As regards to fitness of goods for the Customers purposes or failure of the Goods to comply with the Customer’s specification, on condition that the Customer has expressly requested the Company in writing to provide specific Goods for specific purposes having given full details and specifications and details of intended use to the Company of the equipment in which the Goods are to be utilised and has relied completely on the Company’s advice in its selection of the Goods and the Company has agreed in writing to provide the Goods fit for the purpose so specified. The Company’s maximum liability in respect of each defective item shall be the value of the Goods ordered by the Customer from the Company during the three months prior to the date of invoice.

(c) This Condition sets out the full extent of the Company’s liability and all other warranties, conditions, representations of whatsoever nature whether implied by statute or common law or hereby excluded.

8. Contingencies

The Company shall not be responsible for non-performances in whole or in part of its obligations nor under any liability to the Customer in respect thereof if such nonperformance is due to acts of God, war, insurrection, Government regulations, embargoes, strikes, labour disputes, illness, flood, fire tempest or any other cause beyond the control of the Company.

9. Termination

If the Customer enters into a Deed of Arrangement or commits an act of bankruptcy or compounds with its creditors or if a receiving order is made against him or (being a Company) it shall pass a resolution or the Court shall make an order that the Customer should be wound up (otherwise than for the purposes of amalgamation or reconstruction) or if a receiver shall be appointed of any of the assets or undertaking of the Customer of if circumstances shall arise which entitle the Court or a creditor to appoint a receiver or manager or which entitle the Court to make a winding-up order or if the Customer takes or suffers any similar action in consequence of debt or commits any breach of the Contract the Company may stop any Goods in transit and suspend further deliveries and by notice in writing to the Customer may forthwith determine the Contract without prejudice to the provisions of Condition 6 (b) hereof and to any existing claim.

10. Consequential Loss and Damage

Save as herein expressly provided the Company shall not be liable for any loss or damage of whatsoever nature or to whomsoever caused arising out of the use of Goods supplied by it. The Customer shall indemnify the Company against all claims made against the Company by any third party in respect thereof.

11. Financial condition

If, in the Company's judgement, the Customer's financial condition does not justify the terms of payment specified, the Company may cancel any unfilled orders unless the Customer shall upon written notice, immediately pay for any goods delivered or shall pay in advance for all goods ordered but not delivered or both at the Company's option.

12. Assigns

The contract to which this document relates shall be binding upon and inure to the benefit of the successors and assigns of the entire business and goodwill of either the Company or the Customer or of that part of the business of either used in the performance of such contract, but shall not be otherwise assignable.

13. Cancellations

Credit will not be issued on any goods returned without prior authorisation.

14. Prices

Whilst every endeavour has been made to ensure the accuracy of the prices quoted no responsibility can be accepted for any errors or omissions. Prices are subject to alteration without notice.

15. Notices

Any notice hereunder shall be in permanent readable form and shall be deemed properly addressed if addressed to the party concerned at its principal place of business or last known address.

16. Governing Law

The Contract shall in all respects be governed by and construed and interpreted in accordance with the Laws of England.