STANDARD TERMS AND CONDITIONS
OF SALE - ''The Agreement''
IMPORTANT: Please read the
wording of this Agreement carefully as it contains the terms and
conditions (''The Conditions'') upon which Mark SG Enterprises Ltd,
the Neopremia parent company (''Us''/''We''/''Our'') contracts with
you (''You''/''Your''/''Yourself'') for the sale of the goods. In
this Agreement ''Goods'' means the goods which We supply to You
in accordance with the Conditions.
All Orders are accepted by Us
subject to the following Conditions:
1.1 You shall make an order by telephone, facsimile, post, email
1.2 Where an order is made by telephone, We do not require written
confirmation of such an order. If You do send written confirmation
of an order please ensure that the order is clearly endorsed "confirmation".
Failure to so endorse the confirmation may result in the order being
duplicated. You will then be responsible for settlement of the duplicated
order in full.
1.3 All orders which are accepted by Us shall be subject to these
2.1 Payment is due at the time of submitting the order, however
at our discretion we may offer You a credit facility, and subject
to satisfactory references, we shall invoice you for the Goods on
or soon after dispatch. In this case, payment is due prior to the
payment date as shown on your invoice but is usually within 30 days
of the invoice date.
2.2 If You fail to make any payment on the Due Date, We have the
right to charge interest on all outstanding balances calculated
on a daily basis at the rate of 15% per annum above the current
base lending rate of the HSBC Bank.
2.3 Prices quoted on our trade pricelist are exclusive of VAT and
current at the time of going to press. Whilst every endeavour will
be made to maintain them at their present low level we reserve the
right to effect changes without prior notice (including, in particular,
in the event of exchange rate variations).
2.4 If any sum of money is due from You, the same may be deducted
from any sum then due or which at any time becomes due to You under
this or any other Agreement between Us and You.
2.5 Single invoices are rendered, a charge will be made for additional
3 Ownership of the Goods
3.1 Ownership of the Goods delivered or to be delivered by Us will
only be transferred to You when You have paid cash or cleared funds
in payment of all sums owing to Us in respect of the Goods.
3.2 Until payment as aforesaid You must store the Goods in such
a way that they are clearly Our property.
3.3 Until ownership has passed to You We retain full legal and beneficial
title to the Goods and reserve the right at any time to require
You to deliver up the Goods to Us and, if You fail to do so forthwith
upon Our request, to enter upon any of Your premises or of any third
party where the Goods are stored and repossess the Goods.
3.4 Nevertheless You shall be entitled to sell the Goods either
in their original state or incorporated into other products acting
as Our agents but in these circumstances the title to the Goods
shall remain with Us, and You shall remain fully accountable for
the proceeds of the Sale thereof.
4 Dispatch of Goods and Delivery
4.1 We shall dispatch Goods by First Class post or Carrier to UK
based customers (for Export see paragraph 5). Goods are normally
dispatched within 5 working days but will occasionally require 28
days from receipt of payment. Carriage, is subject to order and
will be quoted for you. Certain goods within our range require special
packaging and carrier services. This will be advised at the point
4.2 Time for delivery shall not be of the essence of this Agreement.
We shall use reasonable endeavours to deliver by the date specified
but We shall be under no liability whatsoever for delay in delivery
or the consequence thereof however caused and You hereby waive irrevocably
all Your rights and remedies (if any) in respect of any loss or
damage suffered or incurred directly or indirectly as a result of
any late delivery of the Goods.
4.3 Goods which are out of stock will be placed on back-order for
delivery as soon as they become available. Cancellation of back
orders must be given in writing.
5.1 Freight and insurance are charged extra at cost. Please contact
our Export department for a quotation. Payment may be made by Banker's
Draft or Telegraphic Transfer direct to our bank, HSBC Bank, (Bank
Account Details available upon request).
6.1 Other than Goods returned under Guarantee in accordance with
clause 7 or for shortages or damages reasons, returns will require
Our Agreement and in any event will only be accepted in original
packaging and a 20% handling charge will apply with a minimum charge
of £2.00. Goods must be returned within 7 days of the date
6.2 If there are shortages or damages to the Goods occurring in
transit, you must notify Us within 3 working days of the date of
delivery, giving full details of any such shortages or damages and
You must return the Goods to Us together with all packaging. Within
that time all parcels delivered to You in a damaged condition should
be returned to Us forthwith.
6.3 In all cases where the Goods are returned You must quote the
invoice number and delivery date.
6.4 Where We accept that there has been a shortage in Goods dispatched
or the Goods have been damaged in transit, We shall replace such
Goods at the previously invoiced price.
6.5 Order Cancellation. Cancellation of an order can only be accepted
after prior negotiation and agreement. On no account can cancellation
be accepted for items ordered specially by Us on Your behalf.
7 Copyrights and Patents
7.1 Products offered in our catalogue may be the subject of patents,
copyright, design, trademark or other intellectual property rights.
We make no representation or warranty as to whether Your use of
or dealing with the Goods (or any part or component thereof) either
will or will not infringe such rights. Without limiting the generality
of this statement, We do not grant nor purport to grant to You any
licence, permission or authority in respect of such rights and You
acknowledge and agree to satisfy Yourself in respect of such matters.
We accept no liability for infringement of any such rights.
7.2 Reproduction in part or whole of the company's website or documentation
without Our prior written consent is strictly prohibited.
8.1 Unless otherwise specified and subject to clauses 7.2 and 7.3
below, the Goods are guaranteed free from defect caused by faulty
materials or workmanship for a period of six months from the date
of dispatch (the "Guarantee").
8.2 The Guarantee in clause 7.1 above is given provided that:
(a) We are promptly notified in writing upon discovery by You that
the Goods are defective due to faulty materials or workmanship;
(b) The Goods in question to which the claim refers are returned
to Us within 6 months from the date of dispatch (the "Guarantee
Period") suitably packed, carriage prepaid and accompanied
with proof of purchase (delivery note or invoice) and details of
the nature of the defect; and
(c) Examination by Us of the Goods in question confirms that the
alleged defect has not been caused by misuse, neglect, method of
storage, faulty installation, handling, testing or repair, by alteration
or accident or by any other cause listed in clause 8.3(b)(i) to
8.3 We are not liable under this Guarantee:
(a) If the total price for the Goods has not been paid by the Due
(b) For any defect arising from:
(i) Fair wear and tear, willful damage, negligence, misuse, and
repair of the Goods without Our approval;
(ii) any use of or dealing with the Goods in a manner which could
not reasonably be expected having regard to their normal purpose;
(iii) any use of or dealing with the Goods in conjunction with any
other item where such item causes or gives rise to the alleged defect;
(iv) any use of the Goods which is not in accordance with the manufacturers
operating or user instructions or from any failure to service or
maintain the Goods in accordance with the manufacturers instructions.
8.4 The Guarantee shall not be affected by and no obligation or
liability shall result from providing technical advice or service
in connection with Your order for the Goods.
8.5 Our liability under the Guarantee shall be limited to replacing,
repairing or issuing credits at Our option for any Goods returned
within the Guarantee Period.
9 Limitation of liability
9.1 Subject to clauses 9.3 and 9.4 below and as otherwise expressly
provided in this Agreement, all warranties, conditions or other
terms whether express or implied by statute or common law or otherwise
are excluded to the fullest extent permitted by law. In particular
We make no representation or warranty that the Goods are either
of satisfactory or merchantable quality or fit for any purpose or
that they conform to any description. You acknowledge and agree
that You have relied upon Your own skill and judgment in selecting
9.2 Subject to clauses 9.3 and 9.4 and to the Guarantee given in
accordance with clause 8 and to the full extent permitted by law
We exclude all liability for any loss, damage or expense howsoever
suffered or incurred by You as the direct, indirect or consequential
result of the Goods either not being of satisfactory or merchantable
quality, or fit for any purpose, or conforming to any description
and You hereby irrevocably waive all rights and/or remedies (if
any) which You may have or have had in respect of such loss, damage
or expense and/or in respect of any breach or default of any warranty
implied by statute, equity or common law concerning the quality,
fitness or description of the Goods.
9.3 Clauses 9.1 and 9.2 do not apply where You deal as a Consumer
in accordance with section 12 of the Unfair Contracts Terms Act
1977 and to the extent that that such exclusion is not permitted
in accordance with the provisions that Act. Your statutory rights
remain unaffected by anything in these Conditions.
9.4 We shall not be liable for incidental or consequential damages
for any breach hereof, including but not limited to costs of removal
and re-installation of Goods, loss of goodwill, loss of profits
or loss of use.
10.1 We reserve the right to discontinue any product, or make design
changes to product specifications, or use different suppliers or
manufacturers to those stated in our advertising and literature,
without prior notice, as part of Our continuous process of product
and service improvement, or to improve product availability.
10.2 The information contained on the website and corresponding
documentation is updated regularly and correct to the best of Our
knowledge at time of going to press.
10.3 We shall not be liable to You for any delay or failure to perform
any of Our obligations hereunder which is due to causes or circumstances
beyond Our reasonable control, including (without limitation) acts
of civil or military authority, national emergencies, fire or flood,
acts of God, war or riots, actions or omissions of third parties.
10.4 This Agreement including the order is the complete and exclusive
statement of the contractual relationship between the parties, which
supersedes all prior proposals, understandings, agreements, or representations
between the parties relating to this Agreement except in respect
of any fraudulent misrepresentation made by either party.
10.5 We reserve the right to randomly monitor and record inbound
and outbound calls. No delay, neglect or forbearance on the part
of either party in enforcing its rights or any of them against the
other shall be construed as a waiver or in any way prejudice any
of its rights hereunder.
10.6 Health and safety data pertaining to some of our products is
available upon request.
10.7 This Agreement shall be governed by and construed in accordance
with the laws of England and Wales whose courts shall have exclusive
jurisdiction in connection with any dispute arising out of or in
connection with it.
further information or if you have any questions call the sales
dept. on: 01737-233890