Conditions of Use

MICHTON LIMITED TERMS AND CONDITIONS OF SALE
Interpretation 1.1 The definitions and rules of interpretation in this condition apply in these Conditions. Company: Michton Limited, Company Number 3838817, whose registered office is at Ashmole and Co, Ystrad Road,Fforestfach, Swansea, SA5 4JS;
Contract: any contract between the Company and the Customer for the sale of Goods, incorporating these Conditions; Customer: the person, firm or company who purchases the Goods from the Company;
Credit Account: the credit account offered by the Company to the Customer which qualifies the Customer for the Company's standard terms of 30 days credit;
Goods: any goods agreed in the Contract to be supplied to the Customer by the Company (including any part or parts of them);
Minimum Carriage Paid Order Value: means the minimum monetary order value which qualifies the customer for free delivery as set out in the Product List;
Product list: means the Company's product brochure; Working Day: means any day of the week except Saturday, Sunday or a UK Bank, public or statutory holiday.
1.2 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.3 Words in the singular include the plural and in the plural include the singular.
1.4 A reference to one gender includes a reference to the other gender.
1.5 Condition headings do not affect the interpretation of these Conditions.
2. Application of Terms
2.1 Subject to any variation under condition
2.3 the Contract shall be on these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document).
2.2 No terms or conditions endorsed on, delivered with or contained in the Customer's purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
2.3 These Conditions apply to all the Company's sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a Director of the Company. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Nothing in this condition shall exclude or limit the Company's liability for fraudulent misrepresentation.
2.4 Each order placed by the Customer shall be deemed to be an offer by the Customer to buy Goods subject to these Conditions.
2.5 No order placed by the Customer shall be deemed to be accepted by the Company until the Company confirms it has accepted the order (either orally or in writing) or, if earlier, the Company commences manufacture of the Goods, orders the Goods or raw materials needed for the Goods from a supplier, appropriates Goods to the Customer's order or despatches the Goods to the Customer (whichever occurs first). Any order shall be accepted entirely at the Company's discretion.
2.6 Orders can be placed directly with the Customer's sales contact, or with the Company's Telesales department by either emailing sales@michton.com, telephoning 01792 561617 during the Company's normal working hours, faxing 01792 561619 or writing to Michton Limited, Kingsway, Swansea West Industrial Park, Swansea, SA5 4DL. Orders will only be confirmed in writing on request.
2.7 The Customer shall ensure that the terms of its order and any applicable specification are complete and accurate and shall provide details of the Customers' account number (if applicable) relevant product code(s), product description(s), sizes and quantities of items required.
2.8 Any quotation is given on the basis that no Contract shall come into existence until the Company confirms it has accepted the order (either orally or in writing) or, if earlier, the Company commences manufacture of the Goods, orders the Goods or raw materials needed for the Goods from a supplier, appropriates Goods to the Customer's order or despatches the Goods to the Customer (whichever occurs first). Any quotation is subject to final confirmation and is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it.
2.9 The Company will provide a specification for the Goods (or will pass on to the Customer any specification provided by the manufacturer of the Goods). Specifications will be provided in the Company's standard format (or the manufacturer's if applicable). If the Customer requires the Company to complete a specification in accordance with the Customer's requirements and/or format, or asks the Company to complete the Customer's own or additional forms or provide additional information, the Company reserves the right to make a charge to reflect any time and administration costs incurred by the Company at such rates as are notified by the Company to the Customer following the Customer's request for such information.
3. Cancellation
3.1 The Customer can only cancel an order (or part of an order) which has already been accepted in accordance with condition 2.5 above, if it has obtained the Company's prior agreement in writing. The Company is not bound to agree to any such cancellation and may complete such order even if the Customer purports to cancel it, in which case the price for the Goods will be due and payable in accordance with these
3.3.1 Goods are returned in a new and unused condition;
3.3.2 any packaging remains unbroken and in reasonable condition;
3.3.3 returns are made within 5 days of delivery of those Goods, all transport and other re-delivery costs of whatever nature paid by the Customer;
3.3.4 payment by the Customer to the Company of a restocking charge of 25% of the net invoice value of the relevant Goods; and
3.3.5 returned Goods shall be accompanied by a written record of invoice number, date and a note of reasons for their return.
4. Description
4.1 All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract and this is not a sale by sample. Any sample supplied by the Company is supplied only to give the Customer a general indication of the quality, colour, taste and/or type.
4.2 The Company reserves the right, in its discretion, without liability to the Customer to make any changes in the specification of the Goods which are required to conform to any applicable statutory or EC requirements or which do not materially affect the quality of the Goods.
4.3 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, invoice or other document or information issued by the Company is subject to correction without any liability on the part of the Company.
5. Delivery
5.1 If the total value of the Goods ordered from the Company in anyone order (exclusive of VAT is above the Minimum Carriage Paid Order Value, delivery of the Goods shall take place at the Customer's premises or the destination agreed between the Customer and the Company, unless otherwise agreed in writing.
5.2 If the total value of the Goods ordered from the Company (exclusive of VAT) is below the Minimum Carriage Paid Order Value, delivery of the Goods shall take place ex-works at the Company's premises, unless the Company agrees, at the Customer's request and expense, to deliver the Goods to the Customer or to a place specified by the Customer or agrees to arrange for carriage of the Goods to such place on the Customer's behalf, unless otherwise agreed in writing.
5.3 Where the Goods are to be collected from the Company's premises, the Company will notify the Customer when the Goods are ready for collection and the Customer will arrange a time to collect the Goods with the Company in accordance with the Company's booking in system which must be within 7 days of the Company notifying the Customer that the Goods are ready for collection.
5.4 Any dates specified by the Company for delivery of the Goods or availability for collection of the Goods are intended to be an estimate and time for delivery shall not be of the essence. If no dates are so specified, delivery shall be within a reasonable time.
5.5 Subject to the other provisions of these Conditions the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company's negligence), nor shall any delay entitle the Customer to terminate or rescind the Contract unless such delay exceeds 180 days.
5.6 If for any reason the Customer fails to accept delivery of any of the Goods when they are ready for delivery, fails to collect the Goods in accordance with condition 5.3 or if the Company is unable to deliver the Goods on time because the Customer has not provided appropriate instructions, documents, licences or authorisations:
5.6.1 risk in the Goods shall pass to the Customer (including for loss or damage caused by the Company's negligence);
5.6.2 the Goods shall be deemed to have been delivered; and
5.6.3 the Company may store the Goods until delivery, whereupon the Customer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
5.7 If the Company agrees in writing, at the Customer's request, to deliver the Goods to premises or a place which is unattended, risk in the Goods shall pass to the Customer on delivery to the place specified by the Customer.
5.8 Where delivery is to take place at the Customer's premises or a place specified by the Customer the Customer shall provide at the place of delivery and at its expense adequate and appropriate equipment and manual labour for unloading the Goods.
5.9 If the Company delivers to the Customer a quantity of Goods of up to 10% more or less than the quantity ordered by the Customer and accepted by the Company, the Customer shall not be entitled to object to or reject the Goods or any of them by reason of the surplus or shortfall and shall pay for such Goods at the pro rata Contract rate.
5.10 The Company may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.
5.11 Each instalment shall be a separate Contract and no cancellation or termination of anyone Contract relating to an instalment shall entitle the Customer to repudiate or cancel any other Contract or instalment.
5.12 All deliveries will leave the Company with a delivery note attached. If the Customer receives the delivery without the attached delivery note, contact the Company immediately on 01792 561617 and request that a copy be either faxed of emailed immediately to allow you to check your delivery is correct. (see 7. Acceptance below for more terms relating to delivery and acceptance)
5.13 Where the company delivers the order to the Customer, the goods will be delivered on a standard 48 hour service for all UK customers. If you require a timed delivery, or a next day delivery (or any deviation from a 48 hour service) addition costs will be incurred which will be passed on to the Customer.
6. Payment.
6.1 Payment of the Goods and VAT must be made in full before an order will be dispatched, unless a credit account has been agreed.