Terms and Conditions For Supply of Goods and/or Services
1.1 In these Terms and Conditions the following words have the following meanings:
“Buyer”: means the person(s), firm or company who accepts MAST’s written quotation for the sale of the Goods and/or supply of the Services or whose written order for the Goods or Services is accepted by MAST;
“Contract”: means any contract between MAST and the Buyer for the sale and purchase of Goods, incorporating these Terms;
“Goods”: means any products and, test results and all documents and information arising from services agreed in the Contract to be supplied to the Buyer by MAST (including any part or parts thereof);
“MAST”: means Mast Group Limited;
"Services" means the services which MAST is to supply in accordance with these Terms; and
Terms, means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms agreed in writing between the Buyer and MAST pursuant to condition 2.3.
1.2 A reference in these Terms to a provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3 In these Terms references to the masculine include the feminine and to the singular include the plural and vice versa as the context admits or requires.
1.4 In these Terms, the headings will not affect the construction of these Terms.
2.1 Subject to any variation under condition 2.3, the Contract will be subject to these Terms to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document) and any course of dealing, and the acceptance of the supply of Goods or provision of Services shall be deemed conclusive evidence of the Buyer’s acceptance of these Terms.
2.2 MAST’s employees or agents are not authorised to make any representations concerning the Goods/Services unless confirmed by MAST in accordance with condition 2.3. In entering into the Contract the Buyer acknowledges that it does not rely on any such representations, which are not so confirmed, but nothing in these Terms affect the liability of either party for fraudulent misrepresentation.
2.3 Any variation to these Terms and representations about the Goods or Services shall have no effect unless expressly agreed in writing and signed by the Managing Director of MAST.
2.4 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by MAST shall be subject to correction without any liability on the part of MAST.
3 ORDERS AND SPECIFICATIONS
3.1 Orders may be made by post, telephone, or e-mail and shall be deemed to be in accordance with MAST’s custom manufacturing policy as set out in MAST’s price list from time to time available at www.mast-group.com. Each order for Goods or Services by the Buyer shall be deemed to be an offer by the Buyer to purchase Goods or Services subject to these conditions. Please order by catalogue number and product description. A Buyer order number is required for every order.
3.2 No order submitted by the Customer shall be deemed to be accepted by MAST unless and until confirmed in writing by MAST's authorised representative.
3.3 The Buyer shall be responsible to MAST for ensuring the accuracy of the terms of any order including where applicable, catalogue number and any applicable specification or design submitted by the Buyer. Buyer should note the provisions of condition 11.7.
3.4 Goods should be used in accordance with the manufacturer’s instructions. MAST accepts no liability for the performance of Goods if used outside the manufacturer’s instructions or where Goods are found to be faulty yet continue to be used.
3.5 MAST does not guarantee results arising from test/research Services provided by MAST will meet Buyer expectations and shall not be liable to the Buyer for such results. Any retesting required as a result of the Buyer providing incorrect or incomplete information or unsuitable material will be the subject of additional charges unless the retest is required solely as a result of MAST gross negligence.
3.6 An order for Goods available from stock may be cancelled at any time prior to the despatch of the order without incurring any additional charges. Cancellation of an order which has already been despatched will incur a 15% restocking fee. Goods returned in an unsaleable condition (e.g. damage to or defacing of packaging, contents etc.) or where content has not been kept at the correct temperatures, whether or not performance is affected, will be charged in full. Cancellation of Goods for special order will be subject to a charge equivalent to 100% of the value of the special order Goods, once the order has been entered onto Mast’s computer system.
3.7 Where an order confirmation is despatched from MAST to the Buyer, the Buyer should confirm the contents and is presumed to have accepted that confirmation as an accurate description of Goods, quantities and prices to be delivered.
4. NEW ACCOUNTS
Prospective customers wishing to open a credit account are requested to furnish two trade references and one banker’s reference. Until the opening of a credit account has been confirmed, a remittance should accompany payment effected by cheque, banker’s draft or electronic transfer; commencement of the services or production/delivery of the Goods will not be made until cleared funds have been credited to MAST’s account. MAST reserves the right to make an additional charge to cover transaction costs in proportion to the costs associated with the chosen method of payment both before and after the references have proved satisfactory.
5.1 The description of the Goods shall be as set out in MAST’s quotation or price list.
5.2 All drawings, descriptive matter, specifications and advertising issued by MAST and any descriptions or illustrations contained in MAST’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They will not form part of the Contract.
6. TERMS OF PAYMENT
6.1 Unless otherwise agreed in writing terms of payment shall be net cash due, together with Value Added Tax where applicable, according to the terms printed on the invoice in respect of the Goods. Payment of the price shall be due within thirty (30) days of date of the invoice, unless otherwise agreed in writing.
6.2 Time for payment shall be of the essence.
6.3 MAST may submit its invoice either with its delivery note or as requested.
6.4 Invoices may be raised prior to Services being undertaken or dispatch of Goods for new accounts or in accordance with condition 6.5 as otherwise required by MAST.
6.5 Invoices may be raised in respect of a particular batch, consignment or part orders being delivered. MAST reserves the right to require payment in advance where the Buyer has a previous history of late payment or in the opinion of MAST represents a credit risk.
6.6 The Buyer shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by MAST to the Buyer.
6.7 Where the Contract is to be or may be fulfilled in separate deliveries or instalments payment for each such delivery or instalment will be as if the same constituted a separate Contract.
6.8 If the Buyer fails to make any payment on the due date then, without limiting any other right or remedy available to MAST, MAST may:
(a) cancel the Contract or suspend any further deliveries/Services to the Buyer;
(b) appropriate any payment made by the Buyer to such of the Goods or Services (or the goods/services supplied under any other Contract between the Buyer and MAST) as MAST may think fit (notwithstanding any purported appropriation by the Buyer);
(c) withhold and/or offset amounts due from MAST to the Buyer under any other contract against amounts due from the Buyer to MAST (notwithstanding any terms of the Buyer to the contrary); and
(d) charge interest on amounts outstanding beyond the time specified in condition 6.1. The rate of interest shall be 5% per annum over the National Westminster Bank plc base-lending rate accruing on a daily basis from the payment due date and compounded quarterly. MAST may exercise this right in addition to any other rights it may have in respect of the Goods, Services or the non-payment, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest). The parties agree that this constitutes a substantial remedy in terms of the Late Payment of Commercial Debts (Interest) Act 1998.
6.9 MAST may withdraw credit facilities at any time and without notice.
7.1 Unless otherwise agreed in writing, all orders are executed subject to prices and any relevant discounts running at the date of despatch. Any price list of MAST whether published or not shall not affect the right of MAST to charge for Goods in accordance with this condition 7.
7.2 Prices quoted in a particular currency shall be invoiced and payable in that currency. The Buyer will be liable to MAST for any shortfall in the price payable or loss arising including conversion costs) from payment being received in a different currency or which is converted on receipt.
7.3 All prices unless otherwise stated are ex-works (Incoterms 2010) and exclusive of Value Added Tax.
7.4 Where any form of international delivery is agreed, the Buyer shall remain liable for any customs or excise duties or tariffs imposed on export or import whether or not such duties were known to the parties at the time of contract.
7.5 Any special negotiated prices will only be applied if MAST has received written acceptance of a quotation or the order states a valid quote reference. If no acceptance has been received list prices will be applied. Quotations, unless specifically stated otherwise shall remain valid for ninety (90) days from the date of the quotation, unless earlier withdrawn or varied by MAST.
7.6 Special prices for volume breaks apply to individual orders received on the same day for planned delivery as one order and are not cumulative. Special prices for volume breaks will similarly not apply when the order is planned to be delivered on more than one delivery date.
7.7 MAST reserves the right to adjust quoted prices if the Buyer does not fulfil its obligation of purchasing the required quantities indicated in the quotation.
7.8 MAST reserves the right, by giving written notice to the Buyer at any time before delivery of the Goods or provision of the Services, to increase the price of the Goods/Services to reflect any increase in the cost to MAST which is due to any factor beyond the control of MAST (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration or introduction of duties or tariffs, significant increase in the costs of labour, materials or other costs of manufacture (utilities)), any change in delivery dates, quantities or specifications for the Goods/Services which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give MAST adequate information or instructions.
7.9 If, by mistake, MAST has under priced any Goods, it will not be liable to supply those Goods to the Buyer at the stated price, provided that it notifies the Buyer before despatch of the Goods. In those circumstances, MAST will notify the correct price to the Buyer so the Buyer can decide whether or not it wishes to order the Goods at that price.
8. CARRIAGE AND DELIVERY
8.1 Unless otherwise agreed, prices quoted exclude delivery and insurance charges. Where any alternative arrangement is agreed in writing by MAST, the Buyer shall be liable to pay MAST charges for transport, packaging, insurance, duties and tariffs and other costs where applicable.
8.2 An order comprising both stock and specially manufactured Goods will be subject to separate charges for each delivery.
8.3 Any dates quoted for delivery of the Goods or provision of the Services are approximate only and MAST shall not be liable for a delay however caused. Any dates specified for delivery of the Goods are intended to be an estimate only and time for delivery shall not be made “of the essence”. If no dates are so specified, delivery will be in a reasonable time. The Goods may be delivered/Services performed by MAST in advance of the quoted delivery date on giving reasonable notice to the Buyer.
8.4 Where the Goods are to be delivered in instalments, or Service to be carried out in phases, each delivery date or phase completion shall constitute a separate Contract and failure by MAST to deliver or complete any one or more of the instalments in accordance with these Terms or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
8.5 Where delivery of the Goods is to be made to the Buyer’s specified address, the Buyer shall make all arrangements necessary to take delivery of the Goods (including offloading) whenever they are tendered for delivery. The Buyer shall be liable, on a full indemnity basis, for any costs incurred by MAST, arising from undelivered Goods being returned, stored and re-delivered.
8.6 A handling charge will apply on all orders in the UK mainland. An additional charge applies to Northern Ireland, and the Isle of Man, and the Scottish Islands. MAST reserves the right to apply a small order supplement. Products designated as “Hazardous Goods” will be shipped separately and subject to an additional charge per delivery. Any such charges shall be published on MAST’s website from time to time, or otherwise notified to the Buyer.
9. RISK AND TITLE
9.1 The Goods shall be at the Buyer’s risk as from delivery (including any attempted delivery by MAST).
9.2 Title in the results from the provision of any research or test Service shall belong to the Buyer but all other intellectual property rights, including know how, in how those results are achieved will remain with MAST and the Buyer shall not be entitled to such information or to any licence to use such intellectual property or know how.
9.3 Where any Goods require the use of integral software, such Goods are provided with a licence to use such software for the life of the Goods and subject to any specific restrictions on such use. The Buyer solely shall be liable for ensuring interfacing with its own software and that of the Goods. Title to software will remain with MAST. The Buyer shall be responsible for maintaining software security, regardless of whether it uses its own security software or that issued by the manufacturer, and shall install all software updates when issued by the manufacturer and otherwise maintain security in keeping with good industry practice.
9.4 MAST and the Buyer expressly agree that, in spite of delivery having been made, property in the Goods shall not pass from MAST until the Buyer shall have paid the invoice in full and no other sums whatsoever shall be due from the Buyer to MAST.
9.5 Until property in the Goods passes to the Buyer in accordance with condition 8.2 the Buyer shall hold the Goods as bailee for MAST. The Buyer shall store the Goods in accordance with MAST’s instructions (at no cost to MAST) and good industry practice separately from all other goods in its possession and so that they are clearly identified as MAST’s property.
9.6 Notwithstanding that the Goods (or any part thereof) remain the property of MAST, the Buyer has the right to dispose of the Goods or such other products in the normal course of its business for the account of MAST and to pass title to the Goods or products to his customer being a bona fide purchaser for value without notice of MAST’s rights. Any such dealings shall be a sale or use of MAST’s property by the Buyer on the Buyer’s own behalf and the Buyer shall deal as principal when making such sales or dealings. MAST shall be entitled to recover the invoice value notwithstanding the property and any of the Goods have not passed from MAST.
9.7 Until such time as property in the Goods passes from MAST the Buyer shall upon request deliver up such of the Goods that are still in existence or resold to MAST. If the Buyer fails to do so MAST or its appointed representative may enter the premises owned, occupied or controlled by the Buyer where the Goods are situated and repossess the Goods. On the making of such request the rights of the Buyer under condition 9.6 shall cease.
9.8 The Buyer shall insure and keep insured the goods to their full value against “all risks” to the reasonable satisfaction of MAST until the date that property in the Goods passes from MAST and indemnifies MAST against any cost claim or loss howsoever suffered or incurred.
10. DAMAGE IN TRANSIT AND SHORTAGES
10.1 MAST will, when the price quoted includes delivery, repair or replace free of charge goods damaged in transit provided that the Buyer adheres to the provisions of this condition 10. The obligation to repair or replace, shall be MAST’s entire liability for shortfall, faulty, damaged or undelivered Goods.
10.2 It is the Buyer’s responsibility to inspect the Goods on receipt and to report to the delivery driver and to MAST promptly any damage to, or shortfall in the Goods which is apparent from reasonable inspection. Where appropriate, photo evidence should be taken and provided to MAST upon request. Goods received in a damaged or unsatisfactory condition must be signed for as such and must not be used.
10.3 The Buyer shall be deemed to have accepted the Goods three (3) days after delivery to the Buyer and after acceptance, the Buyer shall not be entitled to reject Goods which are not in accordance with the Contract.
10.4 MAST shall be entitled on reasonable notice to the Buyer to arrange an inspection of any damaged Goods at the Buyers premises and the Buyer shall afford the inspector all reasonable assistance.
10.5 Goods should not be returned to MAST without a valid returns material authorisation number. If authorisation is received the Buyer shall return goods, packaging and a copy of the delivery note. Goods must be returned in accordance with manufacturer instructions and good industry practice.
10.6 Any liability of MAST for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
11.1 MAST warrants that subject to the other provisions of these Conditions upon delivery, the Goods will comply with the written specification and on provision of the Services, the Services shall have been undertaken in accordance with any Statement of Works.
11.2 MAST shall not be liable for any breach of the warranty in condition 11.1 unless:
(a) the Buyer gives written notice of the defect to MAST and (if the defect is as a result of damage in transit) to the carrier within 3 days of the time when the Buyer discovers or ought reasonably to have discovered the defect; or in respect of services, MAST has failed to comply with the Statement of Works;
(b) MAST is given a reasonable opportunity after receiving notice of examining such Goods at the Buyers premises or the Buyer (if asked to do so by MAST) returns such Goods and products of any Services to MAST’s place of business at the Buyer’s cost for such examination to take place.
11.3 MAST shall not be liable for a breach of warranty if:
(a) the Buyer makes any further use of the Goods after giving such notice; or
(b) the defect arises because the Buyer failed to follow MAST’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good industry practice; or
(c) the Buyer alters or repairs such Goods without the written consent of MAST.
11.4 Subject to conditions 11.2 and 11.3, if any of the Services do not conform with the warranty contained in condition 11.1 as a result of MAST’s default, MAST may at its entire discretion re-perform Services which do not conform to condition 11.1.
11.5 Subject to conditions 11.2 and 11.3, if any of the Goods do not conform with the warranty in condition 11.1, MAST shall at its option repair or replace such Goods (or the defective part) provided that the Buyer shall return the Goods (or the defective part), if MAST so requests, to MAST at the Buyer’s expense.
11.6 Where MAST re-performs the services or repairs or replaces the defective Goods, MAST shall have no further liability for a breach of warranty in condition 11.1 in respect of such Goods or Services.
11.7 The Buyer warrants and represents that where Goods are made to Buyer’s design or specification, or where the Buyer provides material from which MAST is to work, the Buyer holds all necessary rights and licenses to authorise MAST to produce the Goods using such specification or materials. The Buyer will indemnity and keep indemnified MAST on demand against all costs claims and liabilities arising out of any third party claim that in producing the Goods MAST has infringed a third party’s intellectual property rights.
12. LIMITATION OF LIABILITY
12.1 Subject to condition 11, the following provisions set out the entire financial liability of MAST (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
(a) any breach of these Terms; and
(b) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
12.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
12.3 Nothing in these Terms excludes or limits the liability of MAST for death or personal injury caused by MAST’s negligence or for fraudulent misrepresentation.
12.4 Subject to conditions 12.2 and 12.3 MAST’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the refund of the price of the Goods and Services plus up to ten percent (10%) of the price.
12.5 MAST shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business opportunity, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
12.6 MAST shall not be liable for any loss or liability arising from virus, Trojans, ransomware, malware, scanners, spyware or other similar attacks on equipment or software.
13. CONFIDENTIALITY AND DATA PROTECTION
13.1 A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This condition 13 shall survive termination of the Contract.
13.2 The Buyer may not without the prior written approval of MAST issue or cause to be issued any press release or publish any journal publication or notice regarding the Products, or details relating to the supply by MAST to the Buyer.
13.3 The Buyer hereby warrants and represents that it has and where applicable for future persons involved in the purchase of MAST Goods or Services, will obtain written consent from such persons whose personal details are provided to (or independently obtained by) MAST for the purposes of this supply of Goods or Services (including all officers, employees, agents and contractors of Buyer) “Buyer Personnel” that allows MAST to hold and process “Personal Data” (as defined in applicable data protection Law), relating to such Buyer Personnel, anywhere in the world, both manually and electronically, for all purposes relating to:
(a) the supply of the Goods and/or performance of the Services;
(b) administering and managing the business activities of MAST; and
(c) compliance with applicable policies and procedures and laws, rules and regulations.
13.4 Where personal data is supplied solely for the purpose of fulfilment of the contract, the parties shall rely on “legitimate purpose” in order to hold personal data relating to individuals involved in the contract.
13.5 Subject to condition 13.4, MAST shall only hold Personal Data for the limited purpose of the supply (and any continuing supplies), and for so long as is reasonably necessary. MAST may share such personal Data with its officers and employees who have a need to know the Personal Data for the performance of the contract but shall not otherwise share the Personal Data with any third parties.
13.6 MAST hereby confirms that any provision by MAST of any officer and employees Personal Data is obtained and provided in compliance with the terms of the applicable data protection Law.
13.7 Mast’s full Privacy and Data Protection Policy, which is hereby incorporated, is available at www.mast-group.com.
14.1 MAST shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer if any of the following occur (without prejudice to any other right or remedy available to MAST):
(a) the Buyer being in material breach of an obligation under the Contract (including an obligation to make payment) which (if capable of remedy) it fails to remedy within 30 days starting on the day after receipt of notice from MAST giving particulars of the breach;
(b) the Buyer passing a resolution for its winding-up or a court of competent jurisdiction making an order for the Buyer’s winding-up or dissolution;
(c) the making of an administration order in relation to the Buyer or the appointment of a receiver over, or the taking possession or sale by an encumbrance taking possession of or selling an asset of the Buyer; or
(d) the Buyer making an arrangement or composition with its creditors generally or making an application to a court of competent jurisdiction for protection from its creditors generally; or
(e) the buyer being unable to pay its debts as they fall due.
14.2 If MAST cancels or suspends any further deliveries under the Contract under condition 14.1 and if the Goods have been delivered but not paid for the price shall become immediately due and payable regardless of previous agreement or arrangement to the contrary.
15. FORCE MAJEURE
MAST reserves the right to defer the delivery or to cancel the Contract or reduce the volume of the Goods ordered, or Services requested by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of MAST.
16.1 Each right or remedy of MAST under the Contract is without prejudice to any other right or remedy of MAST whether under the Contract or not.
16.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
16.3 Failure to delay by MAST in enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.
16.4 Any waiver by MAST of any breach of, or any default under, any provision of the Contract by the Buyer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.
16.5 The parties to this Contract do not intend that any term of this Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
16.6 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.