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Terms & Conditions

Terms & Conditions 1. GENERAL These terms and conditions apply in preference to and supersede any terms and conditions referred to, offered to or relied on by the Buyer whether in negotiation or at any stage in the dealing between the parties with reference to the goods with which this contract is concerned. Without prejudice to the generality of the foregoing, the Seller will not be bound by any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by the Seller in writing. 2. VARIATION Neither the Seller nor the Buyer shall be bound by any variation, addition to, or amendment of these terms unless such is agreed in writing by the parties and signed on their behalf by a duly authorised party. 3. DESCRIPTION Any description given or applied to these goods has been given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Buyer hereby affirms that he did not in any way rely on any description when entering into the contract. 4. SAMPLE Notwithstanding that a sample of the goods might have been shown to and inspected by the Buyer, the parties hereto accept that such sample was so shown and inspected for the sole purpose of enabling the Buyer to judge for himself the quality of the bulk, and not so as to constitute a sale by sample. 5. LIABILITY (a) No liability of any nature shall be incurred or accepted by the Seller in respect of any representation made by the Seller, or on his behalf, to the Buyer, or to any party acting on his behalf, prior to the making of this contract where such representation were made or given in relation to: (i) the correspondence of the goods with any description; or (ii) the quality of the goods; or (iii) The fitness of the goods for any purpose(s) whatsoever. (b) No liability of any nature shall be accepted by the Seller to the Buyer in respect of any express term of this contract where such term relates in any way to: (i) the correspondence of the goods with any description; or (ii) the quality of the goods; or (iii) The fitness of the goods for any purpose(s) whatsoever. (c) All implied terms, conditions or warranties, statutory or common law, as to: (i) the correspondence of the goods to any description; or (ii) the satisfactory quality of the goods; or (iii) The fitness of the goods for any purpose whatsoever (whether made known to the Seller or not) are hereby excluded from the contract. (d) Each provision of this clause is to be construed as a separate limitation, applying and surviving even if for any reason one or other of the foregoing provisions is held inapplicable or unreasonable in any circumstances, and shall remain in force notwithstanding termination of this contract. 6. LIMITATION OF LIABILITY Where any Court or Arbitrator determines that any part of Clause 5 above is, for whatever reason, unenforceable, the Seller will accept liability for all loss or damage suffered by the Buyer but in an amount not exceeding the contract price. 7. SELLER’S WARRANTY The Seller undertakes that it will, at its option, either repair or replace defective goods where defects are found notwithstanding the proper use of the goods, within 12 months from the date of delivery, provided that: (a) notice in writing of the claimed defects is given to the Seller immediately on their appearance; (b) such defects are found to the Seller’s satisfaction to have arisen solely from faulty design, workmanship or materials; and (c) The goods claimed to be defective are returned to the Seller at the expense of the Buyer if so requested by the Seller. Any repaired or replacement goods shall be redelivered by the Seller free of charge to the original point of delivery, but otherwise in accordance with these conditions of sale. As an alternative to the above, the Seller shall be entitled in its absolute discretion to refund the price of the defective goods in the event that such price has already been paid. The remedies contained in this clause are without prejudice to the other terms of this contract, including, but within limitation, clause 5 and 6 above. There is no warranty on stove grates, fire grates or stove glass. 8. ACKNOWLEDGEMENT OF EXAMINATION The Buyer hereby acknowledges and accepts that he has satisfied himself as to the condition of the goods and acknowledges that no condition or warranty whatsoever has been given or is given by the Seller as to their quality or fitness for any purpose and that all conditions or warranties whether express or implied and whether by statute or otherwise are expressly excluded and delivery of the goods to the Buyer shall be conclusive evidence that the Buyer has examined them and found them to be in complete accordance with the contract description, in good order and condition, of satisfactory quality and fit for any purpose for which they may be required. 9. PRICE (a) All quotations and estimates issued by the Seller are, except where expressly stated otherwise, subject to variation on or after acceptance. (b) Without prejudice to the generality of the forgoing, any change in the applicable rate of VAT or of any other Government tax or levy shall be to the Buyer’s account. 10. PAYMENT (a) Payment for goods supplied is due by the last day of the month, following the point of delivery. (b) If payment of the price or any part thereof is not made by the due date, the Seller shall be entitled to: (i) charge interest on the outstanding amount at the rate of 3% per annum above the Northern Banks base rate, accruing daily; (ii) require payment in advance of delivery in relation to any goods not previously delivered; (iii) refuse to make delivery of any undelivered goods whether ordered under the contract or not and without incurring any liability whatever to the Buyer for non-delivery or any delay in deliver; (iv) Terminate the contract. 11. DELIVERY The Seller will deliver the goods carriage paid within the United Kingdom by such method of carriage as the Seller may choose. 12. RISK The risk in the goods will pass to the Buyer at the moment the goods are dispatched from the Seller’s premises. Where the Buyer chooses to collect the goods himself, risk will pass when the goods are entrusted to him or set aside for his collection, whichever happens first. 13. PROPERTY (a) Notwithstanding delivery and the passing of risk, property and title to the goods shall remain with the Seller until the Seller has received payment of the full price of (i) all goods and/or services the subject of the contract and (ii) All other goods and/or services supplied by the Seller to the Buyer under any contract whatsoever. Payment of the full price shall include, without limitation, the amount of any interest or other sum payable under the terms of this and all other contracts between the Seller and the Buyer. (b) Until such time as title passes to the Buyer, the Seller shall have absolute authority to retake, sell or otherwise deal with or dispose of all or any part of the goods in which the title remains invested in him. (c) For the purposes specified above, the Seller or any of his agents or authorised representatives shall be entitled at any reasonable time during normal working hours to enter without notice onto any premises where the goods or any part of the goods are installed, stored or kept or are reasonably believed to be. (d) The Seller shall also be entitled to issue an injunction to prevent the customer from selling, transferring, or otherwise disposing of the goods. (e) When the Buyer sells or disposes of the goods prior to full payment being received by the Seller, the Buyer should pay the proceeds of such sale or disposition into a separate bank account clearly denoted as an account containing monies deposited for the benefit of the Seller by the Buyer acting in a fiduciary capacity. 14. FORCE MAJEURE If delivery is delayed by strikes, lock-outs, fire, accidents, defective materials, delays in receipt of raw material or bought-in goods or components or any other cause beyond the reasonable control of the Seller a reasonable extension of time shall be granted and the Buyer shall pay such reasonable extra charges as shall have been occasioned by the delay. If the delay persists for such time as the Seller considers unreasonable, he may, without liability on his part, terminate the contract. 15. DELAYED DELIVERY If a firm delivery date is specifically provided for, and the Seller fails to deliver the goods by such time for reasons other than matters beyond its reasonable control, the Buyer shall be entitled to claim a reduction in price by giving the Seller notice in writing within a reasonable time, unless it can be reasonably concluded from the circumstances that no loss has been suffered. Such reduction shall in no circumstances exceed 5% of the price. 16. RELATIONSHIP OF PARTIES Nothing in this agreement shall be construed as establishing or implying any partnership or joint venture between the parties, and nothing in this agreement shall be deemed to constitute either of the parties as the agent of the other or authorise either party: (a) to incur any expense on behalf of the other party; (b) to enter into any engagement or make any representation or warranty on behalf of the other party; (c) to pledge the credit of, or otherwise bind or oblige the other party; (d) To commit the other party in any way whatsoever, without in each case obtaining the other party’s prior written consent. 17. ASSIGNMENT AND SUB-CONTRACTING This agreement shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Buyer, without the prior written consent of the Seller... 18. COSTS AND OTHER EXPENSES Except as specifically agreed to the contrary, any costs in relation to this agreement and its subject-matter which are incurred by either of the parties shall be borne in full by that party. 19. SEVERABILITY If any terms or provision in this agreement shall be held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law, such term or provision or part shall to that extent be deemed not to form any part of this agreement, but the validity and enforceability of the remainder of this agreement shall not be affected. 20. WAIVER The waiver or forbearance or failure by or of a party in insisting in any one or more instances on the performance of any provision of this agreement shall not be construed in any circumstances as a waiver or abandonment of that party’s rights to future performance of such provision and the other party’s obligation in respect of such future performance shall continue in full force and effect. 21. PROPER LAW This agreement shall be governed by and construed in accordance with Northern Ireland law and each party agrees to submit to the exclusive jurisdiction of the Northern Ireland courts as regards any claim or matter arising under this agreement. 22. DISPUTE MEDIATION In the event of any dispute or difference arising between the parties which is not resolved by negotiation, either party may refer the matter to the Law Society for Northern Ireland Dispute Resolution Service (“the service”) and if the matter has not been resolved within ten working days of referral to the service or such longer period as both parties shall agree, then the mediation by the service shall be deemed to be at an end and each party shall be free to pursue his own remedies. 23. SET OFF All amounts due under this Agreement should be paid in full, without any deduction or withholding other and such as may be required by law, and the party owing such amounts shall not be entitled to assert any credit, set off or counterclaim against the other party in order to justify the withholding of payment of any such amount in whole or in part. 24. PRESERVATION OF RIGHTS The provisions of this agreement, and the rights and remedies of the parties under this agreement, are cumulative and without prejudice and in addition to any right or remedies a party may have at law or in equity; no exercise by a part of any right or remedy under this agreement, or in law or in equity, shall (save to the extent, if any, provided expressly in this agreement or at law or in equity) operate so as to hinder or prevent the exercise by it of any other such right or remedy.