Terms and Conditions

Micon Components Limited

These Conditions set out the terms under which Micon Components Limited will sell Goods to the Buyer (as such terms are defined below). These Conditions will be supplemented from time to time by order confirmation forms setting out specific details relating to Goods ordered by the Buyer and, as so supplemented, will apply to the exclusion of any other terms and conditions including any which the Buyer may attempt to introduce.

1 Definitions

In these conditions, unless the context requires otherwise:

1.1 'Buyer’ means the person who buys or agrees to buy the goods from the Seller;

1.2 'Conditions' means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller;

1.3 ‘Contract’ means any contract for the sale of Goods by the Seller to the Buyer;

1.4 'Delivery Date' means the date specified by the Seller when the goods are to be delivered;

1.5 'Goods' means the articles which the Buyer agrees to buy from the Seller;

1.6 ‘Order Confirmation’ means the acknowledgement of the Quotation provided by the Seller to the Buyer whether written or oral;

1.7 ‘Quotation’ means the quotation for the Goods provided to the Buyer by the Seller whether written or oral;

1.8 'Price' means the price for the Goods excluding carriage, packing, insurance and VAT; and

1.9 'Seller' means Micon Components Limited (Company No.01187400) whose registered office is at 65 Forncett Street, Sheffield, South Yorkshire, S4 7QG.

2 Conditions applicable

2.1 These Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order, confirmation of order or similar document.

2.2 All Quotations shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.

2.3 The Contract is made when the Quotation is accepted by the Seller by the issue to the Buyer of an Order Confirmation. The Contract will not be made until an Order Confirmation has been issued by the Seller or the Seller commences provision of the Goods.

2.4 The Buyer must ensure that the terms of the Quotation and any applicable specification are complete and accurate. If the Buyer wishes to amend any aspect of the information the Seller has given it must contact the Seller immediately. Although the Seller will use reasonable endeavours to implement any such amendment, the Seller cannot guarantee that it will be able to do so after the Order Confirmation has been issued. If any amendment changes any other aspect of the Quotation and the Seller is able and willing to accept it, then the Seller will send the Buyer a new Order Confirmation.

2.5 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller. 

3 Quotations

3.1 Quotations shall only be available for acceptance for a maximum period of 30 days from the date hereof (unless otherwise agreed in writing between the parties), and may be withdrawn by the Seller within this, (or any extended) period at any time by written or oral notice.

3.2 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application, suitability or fitness for purpose or use of the Goods which is not confirmed in writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendations which are not so confirmed.

3.3 Where a Quotation is based upon information supplied by the Buyer the Buyer is responsible for its accuracy and any increased costs of supply resulting from any inaccuracy are the Buyer’s responsibility.

4 Price and payment

4.1 The Price shall be the Seller's quoted price set out in the Order Confirmation or (where the price is not referred to in the Order Confirmation) as set out in the Quotation, or (where no price has been quoted or a quoted price is no longer valid) the price calculated by the Seller from its normal price list from time to time. The Seller reserves the right to vary the price of the Goods prior to acceptance by the Buyer of any quotation on the giving of written notice thereof to the Buyer at its registered office.

4.2 The Price is exclusive of VAT which shall be due at the rate ruling on the date of the Seller's invoice.

4.3 Subject to any special terms agreed in writing between the Buyer and the Seller the Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods unless the Goods are to be collected by the Buyer or the Buyer fails to take delivery of the Goods after the Seller has notified the Buyer that the Goods are ready for collection in which event the Seller shall be entitled to invoice the Buyer for the Price at any time after such notification or (as the case may be) the Seller has tendered delivery of the Goods and the Buyer has failed to take delivery.

4.4 Payment of the Price and VAT shall be due within 30 days of the date of the invoice. Time for payment shall be of the essence of the Contract. Receipts for payment will only be issued on request by the Buyer.

4.5 Where Goods are delivered by installments the Seller may invoice each installment separately and the Buyer shall pay invoices in accordance with these Conditions.

4.6 In the event of default in payment by the Buyer the Seller shall be entitled without prejudice to any other right or remedy:

4.6.1 to cancel the Contract or suspend further deliveries of Goods to the Buyer;

4.6.2 to appropriate any payment made by the Buyer to such of the Goods (or the Goods supplied under any Contract between the Buyer and Seller) as the Seller thinks fit (not withstanding any purported appropriation by the Buyer); 

4.6.3 charge the Buyer interest (both before and after any judgment) on the amount unpaid at the rate of 4% per annum above HSBC Bank plc's base rate from time to time in force until payment is made in full (a part of a month being treated as a full month for the purpose of calculating interest).

5 Changes

5.1 If after the date of the Contract and before the date of delivery of the Goods, changes are made in the design and specification of the Goods, the Seller may on giving notice to the Buyer incorporate such changes provided that:-

5.1.1 the performance and quality of the Goods are at least equal to those of the Goods ordered;

5.1.2 no Price variation is made without the consent of the Buyer;

5.1.3 delivery is not unreasonably delayed.

5.2 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable legal or regulatory requirements (including but not limited to safety requirements) or which do not materially affect their quality or performance. 

6 The Goods

6.1 The quantity, quality and description of the Goods shall be as set out in the Quotation. It is the obligation of the Buyer to prepare surfaces to which the Goods may be applied so that they are suitable for such application.

6.2 It is the responsibility of the Buyer to ensure that the Goods are used or applied correctly. The Seller accepts no responsibility for the use or application of any Goods supplied (whether or not the Seller is aware of such proposed use or application). All Goods will be manufactured to the specification outlined in the Quotation but the Seller accepts no further responsibility for their use and/or application.

6.3 All samples, drawings, descriptions, specifications, illustrations and advertising issued by the Seller or contained in any of the Seller’s catalogues or brochures or on any website connected with the Seller (together ‘Samples’) are issued or published for the sole purpose of giving an approximate idea of the Goods represented by or described in them. Samples do not form part of the Contract.

6.4 The Buyer shall take delivery of the Goods tendered notwithstanding that the quantity so delivered shall be either greater or less than the quantity purchased and set out in the Order Confirmation provided that:

6.4.1 such discrepancy in quantity shall not exceed 5%; and

6.4.2 the Price shall be adjusted pro rata to the discrepancy.

7 Delivery

7.1 Delivery of the Goods shall be made to the Buyer's address on the Delivery Date unless otherwise agreed in writing between the parties and confirmed in the Order Confirmation. The Goods may be delivered in advance of the Delivery Date upon the giving of reasonable notice to the Buyer. The Buyer shall make all arrangements to take delivery of the Goods whenever they are tendered for delivery. 

7.2 For the avoidance of doubt, where the Buyer arranges its own carrier to collect the Goods the Goods shall be deemed to be delivered when collected by the Buyer’s carrier.

7.3 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed in writing by the Seller.

7.4 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then without prejudice to any other right or remedy available to the Seller the Seller may:

7.4.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or

7.4.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.

7.5 The Seller may deliver the Goods by separate installment. 

7.6 Each installment shall be a separate Contract and, unless specifically set out in these Conditions, no cancellation or termination of any one Contract relating to an installment or stage will entitle the Buyer to repudiate or cancel any other Contract or installment or stage.

7.7 The Buyer must notify to the Seller any loss or damage to the Goods within 24 hours of receipt and the Goods shall be held for inspection to enable a claim to be made on the carrier. 

8 Acceptance of the Goods

8.1 The Buyer shall be deemed to have accepted the Goods 24 hours after delivery to the Buyer.

8.2 After acceptance the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.

9 Risk and Property
9.1 The Goods shall be at the Buyer's risk as from delivery. 
9.2 In spite of delivery having been made property in the Goods shall not pass from the Seller until:
9.2.1 the Buyer shall have paid the Price plus VAT in full; and
9.2.2 no other sums whatever shall be due from the Buyer to the Seller.
9.3 Until property in the Goods passes to the Buyer in accordance with clause 9.2 the Buyer shall hold the Goods and each of them on a fiduciary basis as bailee for the Seller. The Buyer shall store the Goods (at no cost to the Seller) separately from all other goods in its possession and marked in such a way that they are clearly identified as the Seller's property.
9.4 Notwithstanding that the Goods (or any of them) remain the property of the Seller the Buyer may sell or use the Goods in the ordinary course of the Buyer's business at full market value for the account of the Seller. Any such sale or dealing shall be a sale or use of the Seller's property by the Buyer on the Buyer's own behalf and the Buyer shall deal as principal when making such sales or dealings. Until property in the Goods passes from the Seller the entire proceeds of sale or otherwise of the Goods shall be held in trust for the Seller and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the Seller's money.
9.5 The Seller shall be entitled to recover the Price (plus VAT) notwithstanding that property in any of the Goods has not passed from the Seller. 

9.6 Until such time as property in the Goods passes from the Seller the Buyer shall upon request deliver up such of the Goods as have not ceased to be in existence or resold to the Seller. If the Buyer fails to do so the Seller may enter upon any 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 clause 9.4 shall cease.

9.7 The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of the Seller. Without prejudice to the other rights of the Seller, if the Buyer does so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.

9.8 The Buyer shall insure and keep insured the Goods to the full Price against 'all risks' to the reasonable satisfaction of the Seller until the date that property in the Goods passes from the Seller, and shall whenever requested by the Seller produce a copy of the policy of insurance. Without prejudice to the other rights of the Seller, if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.

9.9 The Buyer shall promptly deliver the prescribed particulars of this contract to the Registrar in accordance with the Companies Act 1985 Part XII as amended. Without prejudice to the other rights of the Seller, if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.

10 Warranties and liability

10.1 The Seller will within a period of 6 months from the date of delivery of Goods in respect of Goods which are proved to the reasonable satisfaction of both parties to be damaged or defective, or not to comply with the agreed specification due to defects in material, workmanship or design (other than a design made, furnished or specified by the Buyer), repair, or at its option replace such Goods. This obligation will not apply where:

10.1.1 the Buyer has improperly used the Goods in any way whatsoever, or the Goods have been subjected to misuse, unauthorised repair, damage, negligence, adverse weather conditions and/or alteration; or

10.1.2 on receipt of the Goods the Goods are not suitable for the purpose envisaged by the Buyer through no fault of the Seller; or

10.1.3 the Buyer has not complied with any instructions relating to preparation of the surfaces and areas to which the Goods are applied, and/or such surfaces or areas have been subjected to previous workmanship by third parties and/or contain latent defects; or

10.1.4 damage has occurred through no fault of the Seller; or

10.1.5 damage has occurred through fair wear and tear; or

10.1.6 the Buyer has not complied with any instructions as to use and care of the Goods in all respects; or 

10.1.7 the Buyer has failed to notify the Seller of any problem or suspected problem within 2 days of the supply of the Goods.

10.2 Any repaired or replacement Goods will be liable to repair or replacement under the terms specified in Condition 10.1 for the unexpired portion of the 6 month period from the original date of delivery of the replaced Goods.

10.3 The Seller accepts liability for death or personal injury caused by the negligence of the Seller or its employees acting within the course of their employment or duties and the scope of their authority and for any other matter for which it would be illegal to exclude or attempt to exclude or attempt to limit or exclude its liability.

10.4 Except as provided for in clause 10.3, the Seller will be under no liability to the Buyer whatsoever (whether in contract, tort, (including negligence), breach of statutory duty, restitution or otherwise for any damage or for any direct, indirect or consequential loss (all three of which terms include, but are not limited to, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) howsoever caused arising out of or in connection with:

10.4.1 any breach by the Seller of any of the express or implied terms of the Contract;

10.4.2 any of the Goods (including but not limited to any use made by the Buyer of any Goods, or any product incorporating any of the Goods), or the manufacture or sale or supply, or failure or delay in supply, of the Goods by the Seller or on the part of the Seller’s employees, agents or sub-contractors;

10.4.3 any non-fraudulent statement made or not made, or advice given or not given, by or on behalf of the Seller; 

10.4.4 any design or specification provided by the Buyer.

10.5 Except as set out in clause 10.3, the Seller hereby excludes to the fullest extent permissible in law, all express (other than those set out in the Contract) or implied, statutory, customary clauses, warranties and stipulations or otherwise which, but for such exclusion, would or might subsist in favour of the Buyer.

10.6 The Buyer acknowledges that the above provisions of this clause 10 are reasonable and are reflected in the price which may be higher without those provisions, and the Buyer will accept such risk and/or insure accordingly.

10.7 The Buyer agrees to indemnify, keep indemnified and hold harmless the Seller from and against all direct, indirect or consequential loss (all three of which terms include, but are not limited to, loss of profits, loss of business, depletion of goodwill and like loss), costs, expenses, liabilities, injuries, damages, claims, demands, proceedings or legal costs and judgments which the Seller incurs or suffers as a consequence of direct or indirect breach or negligent performance or failure in performance by the Buyer of any terms of the Contract.

11 Force Majeure

11.1 Save for the Buyer's obligation of payment under clause 4.4 neither party shall be liable for any default due to any act of God, war, civil disturbance, malicious damage, strike, lockout, industrial action, fire, flood, drought, extreme weather conditions, compliance with any law or governmental order, rule, regulation, direction or other circumstance beyond the reasonable control of either party ('Force Majeure Event').

11.2 Each party shall give notice forthwith to the other upon becoming aware of a Force Majeure Event, the notice to specify details of the circumstances giving rise to the Force Majeure Event.


12 Remedies of Buyer

12.1 Where the Buyer rejects any Goods then the Buyer shall have no further rights whatever in respect of the supply to the Buyer of such Goods or the failure by the Seller to supply Goods which conform to the contract of sale.

12.2 Where the Buyer accepts or has been deemed to have accepted any Goods then the Seller shall have no liability whatever to the Buyer in respect of those Goods.

12.3 The Seller shall not be liable to the Buyer for late delivery or short delivery of the Goods.

12.4 In the event of any breach of this contract by the Seller the remedies of the Buyer shall be limited to damages. Under no circumstances shall the liability of the Seller exceed the Price of the Goods.

13 Proper law of contract

This contract is subject to the law of England and Wales. 



14 General

14.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may be at the relevant time have been notified pursuant to this provision to the person giving the notice.

14.2 The Seller may transfer, assign, hold on trust, licence or sub-contract all or any part of its rights or obligations under any Contract.

14.3 Each and every Contract is personal to the Buyer and the Buyer may not transfer all or any of its rights or obligations under any Contract without the prior written consent of the Seller.

14.4 The provisions of the Contracts (Rights of Third Parties Act) 1999 shall not apply to this contract and a person who is not a party to this contract shall have no right under that Act to enforce any term of the contract.

14.5 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provisions.

14.6 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.