Where the expression ‘The Company’ is used in this document it shall mean ‘MGA Controls Ltd’.

1 . General

a. All quotations are made and all orders are accepted subject to the following conditions. All conditions of the customer or other conditions whatsoever are excluded from the contract or any variation thereof, unless expressly accepted by the Company in writing.

b. Quotations shall only be available for acceptance within a maximum period of 30 days from the month of quotation thereof unless stipulated in writing from the Company as otherwise and may be withdrawn by the company within such a period at any time without notice.


2 . Prices

a. All prices quoted exclude VAT which will be charged at the current rate.

b. In the event of any alteration required by the Customer in design specification or quantities, the Company shall be entitled to make an adjustment of the contract price corresponding to such alteration.

c. The cost of carriage and packing will be charged extra on all orders to the Customer unless otherwise agreed in writing.

d. The Company reserves the right to impose a minimum order charge on orders less than £25.00 net.

3 . Delivery

a. The delivery quoted is given in good faith but is not guaranteed and the Company is not responsible for delays due to strikes, accidents, late delivery of materials or other unforeseen circumstances.

b. The Company will ensure best endeavours to meet the delivery dates as agreed with the customer or as contained within the MGA Controls ‘order acknowledgement’ and will not accept any contractual or third party liability for late delivery unless expressly agreed in writing with the customer beforehand.

c. Date of delivery shall in every case be dependent upon receipt of final instructions or approvals being obtained from the Customer.

d. The Company will endeavour to comply with reasonable requests for postponement of delivery but shall be under no obligation to do so. Where postponement is agreed by the Company in writing, the Customer shall pay all costs and expenses including a reasonable charge for storage occasioned thereby.

e. Any offer of Goods from stock is subject to the goods remaining unsold at the time of receipt of a written or verbal order.

f. The Customer shall be responsible for obtaining any import licenses and complying with all regulations governing the admission into, and use of the goods in the country of destination.

g. Where the Customer opts to arrange collection, the Shipping and Invoice Date shall be the date of notification of availability; the Company reserves the right to charge storage on uncollected Goods after 7 days.

4 . Risk: Insurance Title

a. Risk shall pass to the Customer when the goods or the relevant part thereof leave the premises of the Company for delivery to the Customer notwithstanding that the Company may arrange for delivery.

b. Title in the goods shall only pass to the Customer when payment in full has been received by the Company. Until such time, title remains with the Company.

5 . Cancellation
Refunds, credit notes or reimbursement of any kind will not be issued for cancelled Orders except with the written consent of the Company. This will only be done on terms which will indemnify the company against all loss.

6 . Returns
Orders cannot be returned except with our written consent and that the following conditions are met

a. All Goods must be unused and in its original packaging.

b. A time period of 30 days from the date of despatch has not expired.

c. The Company reserves the right to impose a restocking charge.

7. Terms of payment

a. Credit terms are subject to acceptance by the company's credit protection agents.

b. All accounts shall be net monthly and payable by the customer not later than the 30th day of the month following the date of invoice.

c. No disputes arising under the contract nor delays beyond the control of the Company shall interfere with the prompt payment by the Customer.

d. In the event of default, the Customer will allow the Company or his agent to enter the premises where the goods are kept and remove the same. The Customer will be responsible to the Company for all costs incurred in reclaiming the goods.

e. The Company reserves the right to charge interest on overdue invoices at 2% above Royal Bank of Scotland PLC base lending rate.

f. The Company may refuse to carry out any work or supply any other goods until all overdue monies have been paid.

8 . Shortages and Defects Apparent on Inspection

Any claim for shortages or defects apparent on inspection will only be considered if: -

a. The Customer inspects the goods within 3 days of delivery

b. Any complaint must be made to the Company in writing prior to the expiry of seven days from the delivery.

c. The Company is given the opportunity to inspect the goods.

d. If a complaint is not made to the Company herein provided then the goods shall be deemed to be in all respects in accordance with the contract and the Customer shall be bound to pay for the same accordingly.

9 . Guarantee

1. Save as provided by Condition 7 hereof the Company agrees to replace or repair at it’s option goods or parts of goods supplied by the Company and proved to the Company’s satisfaction to be faulty (Excepting fair wear and tear or damage due to misuse or faulty operation) provided that such fault be notified within the guarantee period from the Company. Any such replacement shall include free delivery to Customers works.

2. This Guarantee is given in lieu of the implied conditions contained in sections 13, 14 and 15 of the Sale of Goods Act 1893 and any other condition or warranty implied by trade or custom usage. The Customer hereby acknowledges: -

a. That it purchased goods in a competitive market and that the bargaining strength of the Company was in no way a relevant factor in the purchase of the goods from the Company.

b. That the Customer purchased the goods in the course of business and not for private use.

c. That the Customer knows the extent of the meaning of this clause and the limitations thereby imposed by it upon sections 13, 14 and 15 of the Sale of Goods Act 1893.

10 . Liability

a. The Customer agrees that apart from the express terms and conditions contained herein or in the quotation or in any document expressly stipulated therein to form part of the contract and to be outside the provisions of this clause no statement or representation has been made by the Company relating to the goods supplied, or if any such statement or representation has been made, the Customer warrants that he understood it to be a statement of opinion only, and did not rely on it.

b. No liability is accepted for any direct or indirect costs, damages or expenses relating to damage to property or injury or loss to any person, firm or company or for any loss of profits or production arising out of or occasioned by any defect in or failure of goods or materials or parts thereof supplied by the Company.

c. The Company’s liability, whether in respect of one claim or in the aggregate, arising out of any contract shall not exceed the purchase price payable under the contract.

11 . Confidential Information

All drawings, documents, Invoices and other information supplied by the Company is supplied on the express understanding that the Customer will not without the written consent of the Company :-

a. Give away, loan, exhibit or sell any such drawings or extracts therefrom or copies thereof.

b. Use them in any way except in connection with the components for which they are issued.

12 . Customer Drawings

a. The Company accepts no responsibility for the accuracy of information or drawings supplied by the Customer.

b. The Customer shall indemnify the Company from and against all actions, claims, costs and proceedings which arise due to the manufacture of components to the drawings and specifications of the Customer where such drawings and specifications shall be at fault or where it is alleged that they may involve an infringement of a Patent Registered design Copyright or Design Copyright or other exclusive right.

13 . Data
Illustrations, weights, measures specifications and performance schedules set out in the sales literature of the Company are statements of opinion and are provided for information only and form no part of the contract.

14 Certification
Any certification required by the Customer must be specified on the official order and may be subject to additional charges. The Company reserves the right to charge for the supply of any retrospective certificates.

15 . Force Majeure
The Company shall be under no liability for any delay, loss or damage caused wholly or in part by Act Of God, government restriction condition or control or by reason of any act done or not done pursuant to a trade dispute whether such dispute involves the Company’s servants or not or by reason of any other act, matter or thing beyond the reasonable control of the Company.

16 . Legal
The Contract shall in all respects be construed and operated as an English contract and in conformity with English Law.

17 . Contract
The Company reserves the right to add 4% per month to the invoice price of any batch which is held on the Customers instructions, or if payment is not made within the agreed period shown on the quotation or within 28 days following the month of invoice.