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1. General

1.1 “Seller” means Mansion House Publications Limited (MHPL) Leeward, 24 Montserrat Road, Lee on the Solent, Hampshire PO13 9LT
1.2 “Buyer” means the individual, firm, partnership or company ordering Goods or
Services from the Seller.
1.3 “Goods” or “Services” means those Goods or Services that are the subject matter of the relevant order.
1.4 Delivery Date(s) means the date(s) upon which the Goods are ready for despatch to the point of delivery specified by the Buyer.
1.5 “the Terms” means the Standard Terms and Conditions contained herein.
1.6 The Buyer places and the Seller accept the order for the Goods or Services (“the Order”) subject to the Terms.
1.7 The Terms supersede any previous terms or conditions issued and together with the price, quantity and delivery details stated in the Seller’s invoice and/or order acknowledgement form the entire agreement between the parties.
1.8 In the case of any inconsistency between the Terms and any other terms (whatever their respective dates) in respect of the Goods or Services the Terms shall prevail.
1.9 The Terms may not be varied without the prior written consent of an authorised representative of the Seller.
1.10 The contract is not assignable by the Buyer without the consent in writing of the Seller.

2. Quotations

2.1 Any quotation or estimate given by the Seller does not constitute an offer by the Seller and may be altered or withdrawn at any time without liability.

3. Price

3.1 The price of the Goods will be those ruling at the Delivery Date and for Services will be those ruling at the date of completion of the Services.
3.2 The Seller is entitled to fix minimum order values and/or to charge a monthly credit account administration fee.
3.3 The Seller is entitled to request a deposit from the Buyer upon the placing of the Order. The amount of such deposit is within the entire discretion of the Seller but shall not be more than 50% of the quotation or estimate given.
3.4 The Seller is entitled prior to delivery of Goods or completion of Services to adjust the price to cover:
3.4.1 increases in materials, delivery charges, labour, taxes or services;
3.4.2 additional costs (including loss of profit) incurred as a result of the cancellation, alteration, non acceptance or rescheduling of orders due to the Buyer’s instructions or lack of instructions; and
3.4.3 increases in the cost to the Seller of importing materials or Goods into the UK including but not limited to currency fluctuations.
3.5 In the event that the Buyer fails to take delivery of any part of the Goods on the Delivery Date the Seller shall be entitled to increase the price of the Goods remaining undelivered to the Seller’s standard price or the price ruling on the actual date of delivery.

4. Payment

4.1 Payment for first orders is by Official signed company purchase order with payment by pro-forma invoice. Thereafter a 30-day credit account may be applied for.
4.2 Once an account has been approved, payment shall be made by the Buyer in full within 30 days from the date in which the invoice is rendered by the Seller. If the Buyer wrongly refuses to take delivery of the Goods, then the invoice is deemed to have been rendered on the date on which the Goods were attempted to be delivered by the Seller.
4.3 For the avoidance of doubt, time is of the essence of the payment of the price in the contract.
4.4 The Seller is entitled to charge interest upon unpaid accounts, to accrue at the rate of 4% above the current base lending rate of the Seller’s bank on the unpaid debt from the due date of payment until full payment is received.
4.5 The Seller is entitled to suspend deliveries or cancel outstanding orders on accounts that are overdue for payment.
4.6 A claim or counterclaim shall not entitle the Buyer to withhold payment.

5. Delivery of the Goods

5.1 All delivery dates are quoted in good faith but, subject to clause 4.2 above, time shall not be deemed to be of the essence of any contract.
5.2 The Seller shall not be liable for any loss or damage whatsoever (whether direct or consequential) arising from the late delivery of Goods or materials or the late completion of the Services.
5.3 If the Seller delivers one or more instalments late or delivers one or more instalments which do not correspond with the terms of any contract the Buyer may not treat this as a reason for termination the contract as a whole. The Buyer’s remedy is limited to a claim for damages.
5.4 The Seller shall be entitled to make partial deliveries or deliveries by instalments and to tender a separate invoice in respect of each instalment. Each partial delivery or instalment shall be deemed to constitute a separate contract to which the Terms shall apply.
5.5 The Seller is entitled to charge for deliveries if the value of the order placed is below £50 or the minimum order value set and published by the Seller from time to time.
5.6 All risks in the Goods shall pass to the Buyer upon delivery.
5.7 All Goods which the Seller is to deliver will be delivered to the Buyer’s address.
5.8 Delivery of the Goods takes place when the Goods leave the premises of the Seller.

6. Risk

6.1 The Goods shall be at the risk of the Buyer from the Delivery Date and the Buyer shall insure them against loss or damage accordingly.

7. Transfer of Property

7.1 Ownership in any Goods shall remain with the Seller until such time as the Buyer has paid in full all that owes to the Seller. This to include the full cost outstanding of any other goods, contract, delivery or instalment. Until that time the Buyer shall keep the Goods as bailee for the Seller in a fiduciary capacity.
7.2 The Buyer’s right (if any) to keep Goods still owned by the Seller shall cease if it commits any available act of bankruptcy or does anything or fails to do anything which would entitle a receiver to take possession or which would entitle any person to present a petition for winding-up.
7.3 The Buyer agrees that the Seller may for the purpose of recovery of its Goods enter the Buyer’s premises and repossess them.

8 Notification of Defects

8.1 The Buyer will carefully examine the Goods immediately on delivery of them and shall notify the Seller in writing of any defects reasonably discoverable on careful examination. The Seller must receive this notification within 14 days commencing with the Delivery Date.
8.2 After the expiration of 14 days the Seller shall not be liable in respect of any defect in the Goods.

9. Cancellation


9.1 Orders placed are non-cancellable by the Buyer without the prior written consent of the Seller.
9.2 If the Seller consents to the cancellation of an Order or part thereof the Buyer must pay the greater of
9.2.1 the cost of reimbursing the Seller for all costs and expenses incurred up to the date of cancellation; or
9.2.2 a cancellation fee or 20% of the original total Order price.

10. Force Majeure

10.1 The Seller shall be relieved of all its obligations under any contract to the extent to which fulfilment thereof is prevented frustrated or impeded as a consequence of any circumstances outside the Seller’s control including, but not limited to, industrial action, war, statutes, rules, regulations, orders or requisitions issued by any government department or other duly constituted authority or non-availability of raw materials, fuel or energy.

11. Liability

11.1 The Seller shall not be liable to the Buyer for any loss of profits, goodwill or any type of special indirect or consequential loss (including loss or damage suffered by the Buyer as a result of any action brought by a third party) even if such loss was reasonably foreseeable or the Seller had been advised of the possibility of the Buyer incurring the same.
11.2 Any document or other property belonging to the Buyer and supplied to and held by the Seller in connection with any contract or for any reason whatsoever shall remain at the risk of the Buyer. Should any such document be lost, damaged or destroyed then the Seller’s liability shall be limited to the replacement value of the document itself or £10 whichever is the lesser unless the Buyer notifies the Seller of the value of the document in writing prior to supplying the document and the Seller accordingly agrees to hold the document.
11.3 The Seller shall not be liable for damage, loss or expenses resulting from the failure to comply with legislation whether or not due to the Seller’s negligence in enforcing such legislation.
11.4 The Seller’s liability (if any) howsoever arising shall be only to the Buyer and shall be strictly limited to an amount not exceeding the total consideration payable by the Buyer to the Seller for the Goods or Services in respect of which the claim arises.
11.5 Nothing in any contract shall prejudice the Seller’s liability (if any) for death or personal injury resulting from the Seller’s negligence as defined in the Unfair Contract Terms Act 1977.

12. Copyright

12.1 The Buyer warrants that the design and specifications supplied by it to the Seller will not involve the infringement of any patent, copyright, registered design or other industrial property right in the manufacture and sale of Goods or performance of the Services by the Seller.
12.2 The Buyer accordingly undertakes to indemnify and keep indemnified the Seller against all royalties, claims, actions, demands, proceedings, losses and costs in connection with any infringement or alleged infringement of any patent, copyright, registered design or other industrial property right in the manufacture or sale of the Goods or performance of the services provided that nothing in this clause shall operate to prejudice the statutory term as to title contained in section 12 of the Sale of Goods Act 1979.

13. Sub-Contract

13.1 The Seller is entitled to sub-contract any part of the supply of any Goods or
performance of any Services ordered.

14. Waiver

14.1 Failure by the Seller to enforce at any time, or for any period, any of the Terms shall not be a waiver of them or the right at any time subsequently to enforce any or all of the Terms.

15. Legal Provisions

15.1 Any contract shall be governed by English law and both parties hereby irrevocably submit to the jurisdiction of the English Courts.
15.2 Where any term of any contract is held to be wholly or partially invalid or unenforceable, then such term (or the invalid or unenforceable part thereof) shall be treated as severable and the remainder of the contract and the remaining part of that term (if any) shall remain valid and enforceable.
15.3 Clause headings are for convenience only and shall not affect the construction of the contract.

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