Maison Maurice Limited
Terms & Conditions of Sale
1.1 These conditions of sale supersede all previous conditions of sale or trading published by Maison Maurice Limited (“the Company”).
1.2 Any estimate or quotation given by the Company comprises an invitation to treat which is open for a period of 30 days only commencing with the date thereof provided that the Company has not previously withdrawn it. Any order issued by the customer is subject to acceptance by the Company and a contract will only be formed when the Company and a contract will only be formed when the Company has accepted the customer’s offer to proceed.
1.3 Any offer accepted by the Company is accepted only on the terms and conditions set out herein which shall not be deemed to be waived or amended in any way unless expressly by a Director of the Company in writing.
2.1 All prices quoted are subject to alteration without prior notice and products will be invoiced at the Company’s prevailing prices at the date of delivery.
3. ORDERS AND CANCELLATIONS
3.1 Customers are reminded that once an order has been accepted by the Company it constitutes a contract which cannot be cancelled.
3.2 The Company will be prepared to consider cancellation on appropriate terms in cases of difficulty but no cancellation is binding on the Company unless authorised in writing by a Director.
3.3 Where the customer shall be a limited company all orders by the customer shall be signed by or on behalf of a director of the limited company and such signature shall constitute a guarantee of payment by such director for all products delivered by the Company to such customer the guarantee to be a continuing guarantee and not affected by any time or other indulgence given by the Company to the customer.
4.1 The Company will attempt to comply with any projected delivery dates but they are not guaranteed and failure to comply with them does not give the customer any remedy.
5. PROPERTY AND RISK
5.1 Risk in products shall pass to the customer when the products are delivered to or collected by, the customer or his agent.
5.2 Notwithstanding risk in the products passing in accordance with these conditions title in the products shall not pass to the customer until whichever shall be the first to occur of the following:
5.2.1 payment being received by the Company for the products and no other amounts then being outstanding from the customer to the Company in respect of other products supplied by the Company
5.2.2 the Company waiving its rights in respect of specified products whereupon title to the said products shall forthwith vest in the customer.
5.3 Before title has passed to the customer under these terms and without prejudice to any of its other rights the Company shall have the right to recover or resell the products or any of them and may enter upon the customer’s premises by its servants or agents for that purpose.
5.4 Until payment due under all contracts between the customer and the Company has been made in full;
5.4.1 the customer shall hold the products upon trust for the Company
5.4.2 in the event of the sale or hire of the products by the customer he shall hold the proceeds of such sale or hire on trust for the Company in a separate bank account opened by the customer for this purpose
5.4.3 the Company shall be entitled to trace all such proceeds of the sale or hire charges received by the customer through any bank or other account maintained by the customer
5.4.4 in the event of sale or hire of the products by the customer in the ordinary course of its business the customer shall assign its rights to recover the selling price or hire charges from the third parties concerned to the Company if required to do so in writing by the Company.
5.5 As the insurable risk in the products shall pass to the customer as soon as the products are delivered to him or to his order and pending disposal the customer shall keep the products insured in the amount of the price at which the products are sold to the customer against all insurable risks.
5.6 If the products are destroyed by an insured risk prior to the same being paid for by the customer the customer shall receive the proceeds of any such insurance as trustee for the Company.
5.7 The customer shall acquire no title to any casks, pallets, returnable bottle and cases, gas cylinders or other returnable containers whether or not any deposit has been charged and all such returnable containers shall be returned to the Company at such time and in such manner as the Company shall from time to time specify. The Company shall be entitled to charge the customers full replacement value of any such returnable containers not returned by the customer in a good and sound condition in accordance with the Company’s reasonable specification.
6. LIMITATION OF LIABILITY
6.1 Because the potential losses which the customer might suffer as a result of any breach of contract by the Company are more readily ascertainable by the customer and because such losses could be wholly disproportionate to the contact price and so that the Company can keep the contract price as low as possible the parties agree that the Company shall not be liable for any consequential or indirect loss suffered by the customer whether this loss arises from breach of duty in contract or tort or in any other way (including loss arising from the Company’s negligence). Non-exhaustive illustrations of consequential or indirect loss would be:
6.1.1 loss of profits
6.1.2 loss of contracts
6.1.3 damage to the property or materials of the customer or anyone else
6.1.4 personal injury to the customer or anyone else (but only so far as such injury is not caused by the Company’s negligence).
6.2 The customer shall examine all products at the time of their delivery or collection and the Company shall accept no liability for loss or damage to any products unless the customer retains for inspection all packaging material, endorses the Company’s delivery document with details of any such loss or damage and gives written notice to the Company within three days of delivery of the products of any such claim for any loss or damage.
6.3 The customer shall rotate products to ensure that the oldest products are sold first and the Company will give no credit for, or exchange, products which are beyond any “best before” date.
7. FORCE MAJEURE
7.1 The Company accepts no liability for any failure to deliver the products arising from circumstances outside the Company’s control.
7.2 Non-exhaustive illustrations of the circumstances are Act of God, war, riots, explosion, abnormal weather conditions, fire, flood, strikes, lockouts, Government action or regulations (UK or otherwise), delay by suppliers, accidents and shortage of materials, labour or manufacturing facilities.
7.3 If the contract is cancelled in this way, the Company shall refund any payment which the customer has already made on account of the price (subject to deduction of any amount which the Company is entitled to claim from the customer) but the Company accepts no liability to compensate the customer for any further loss or damage caused by the failure to deliver.
8. TERMS OF PAYMENT
8.1 Unless otherwise set out in our estimate or acceptance of order or otherwise agreed in writing payment is due and shall be made upon the delivery or collection of the products.
8.2 If payment is not made strictly in accordance with the Company’s terms for payment as set out herein and accepted by the customer, the customer agrees to pay interest on the outstanding balance at the rate of one and a one half per cent per month from the date when payment was due until the date when payment was actually made.
9.1 If a court finds that any clause in these provisions fails the requirements of reasonableness under the Unfair Contract Act 1977 the Company nevertheless excludes the relevant liability to the extent that the court finds reasonable.
9.2 Each clause shall be construed individually and if any provision hereof is found to be unreasonable or unenforceable then such provision shall be regarded individually and shall not invalidate the remainder of the terms and conditions set out herein.
9.3 Unless otherwise agreed by the Company in writing these conditions of sale and every contract entered into by the Company pursuant thereto shall be governed by and construed in accordance with the Law of England and the customer irrevocably submits to the exclusive jurisdiction of the English Courts.