Terms & Conditions of Sale

MRS (Malcolm Rathmell Sport) LIMITED - TERMS AND CONDITIONS OF SALE (“CONDITIONS”) 

1 GENERAL 

1.1 In these Conditions the following words have the meanings shown: 

“Business Day” means any day which is not a Saturday, a Sunday or a bank or public holiday in England; 

"Buyer" means the person, firm or company purchasing Goods and/or Services from MRS; 

"Contract" means any agreement between MRS and the Buyer for the sale of Goods and/or provision of Services, incorporating these Conditions; 

"Goods" means goods agreed to be supplied by, under or in relation to Contract (including any goods supplied without charge); 

"MRS" means (Malcolm Rathmell Sport) Limited (company no. 04902765) whose registered office is at The Old Coach House, Bishop Thornton, Harrogate, HG3 3JW; 

“Personnel” means the employees, servants, directors, agents, consultants or other personnel of MRS or any of their subcontractors; and 

“Services” means the services to be supplied by MRS under or in relation to the Contract (including any services supplied without charge). 

1.2 Headings do not affect the interpretation of these Conditions. 

2 MAKING THE CONTRACT 

2.1 Any written quotation, estimate and/or advertised price for the Goods shall be an invitation to treat and no binding contract shall be created by placing an order on MRS’s website or otherwise until MRS has sent an acknowledgement of order to the Buyer or (if earlier) MRS delivers the Goods to the Buyer, whereupon a Contract shall be formed. In the event that MRS has not provided an acknowledgement of order these Conditions, provided the Buyer shall have had prior notice of them, shall nonetheless apply to the Contract. Any order shall be accepted entirely at the discretion of MRS. 

2.2 Any quotation made by MRS is given subject to these Conditions and is valid for 30 days from its date (or until any other date shown on the quotation), provided that MRS has not previously withdrawn it. 

2.3 Unless agreed otherwise in writing, these Conditions shall be incorporated in the Contract to the exclusion of all other terms, conditions or other representations (including any terms and conditions which the Buyer may purport to apply under any order , confirmation of order, specification or other document whatsoever and whenever). 

2.4 These Conditions shall prevail unless expressly varied in writing and signed by a Director for and on behalf of MRS.

3 DESCRIPTION OF GOODS AND SERVICES 

3.1 The quantity, quality, description of and any specification for the Goods shall be as set out in MRS's acknowledgement of order or, in its absence, MRS's quotation. 

3.2 All descriptive matter, specifications and advertising issued by MRS and any descriptions, details or illustrations contained in MRS’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods or Services described in them and they will not form part of the Contract unless otherwise agreed in writing. 

3.3 MRS reserves the right, without liability to the Buyer, to make any changes in the specification of the Goods and/or Services which are required to conform with any applicable national and/or EU laws, regulations and/or safety requirements or which do not materially affect the quality or performance of the Goods and/or Services. 

3.4 No statement, description, information, warranty, condition or recommendation contained in any catalogue, price list, advertisement or communication or made verbally by any of the agents or employees of MRS shall be construed to vary in any way any of these Conditions under this Contract. 

4 PRICE 

4.1 Subject to Condition 4.2 below, the price payable for Goods and/or Services shall, unless otherwise stated by MRS in writing and agreed on its behalf by an authorised representative, be the price determined by MRS current at the date of delivery or deemed delivery and in the case of an order for delivery by instalments the price payable for each instalment shall be MRS’s current price list at the date of the delivery or deemed delivery of each instalment. 

4.2 Unless otherwise agreed in writing, MRS’s prices for the Goods and/or Services may be subject to variation to take account of variations in wages, materials or other costs of manufacture or supply since the date of MRS’s quotation or if no quotation is issued the Buyer’s order. MRS accordingly reserves the right at any time, by notifying the Buyer in writing to adjust the invoice price payable by the amount of any increase or decrease in such costs after the price is quoted by MRS or the Buyer’s order without any liability on the part of MRS. The invoice so adjusted shall be payable as if it were the original Contract price. 

4.3 All prices for the Goods and/or Services are exclusive of value added tax, other similar taxes and all other applicable duties. The Buyer shall be liable for all and any local taxes or charges as appropriate. 

4.4 MRS shall invoice the Buyer for the price of the Goods and/or Services in pounds sterling or euros. 

4.5 MRS has the right to invoice the Buyer for the costs of any packaging, transportation of the Goods or any additional costs resulting from any other alteration made by the Buyer on or at the time of delivery or upon notification by MRS that the Goods are awaiting collection. Any such additional costs shall be invoiced by MRS in pounds sterling or euros.

5 CARRIAGE AND INSURANCE 

5.1 The price of the Goods shall be exclusive of carriage and insurance which shall be in accordance with the charges laid out in MRS’s current price list. 

5.2 The charges for carriage and insurance shall be payable by the Buyer and added to the price of the Goods. 

6 ADDITIONAL COSTS

 6.1 The Buyer agrees to pay for any loss or extra costs above the quoted price for the Goods which are directly or indirectly incurred by MRS through the Buyer’s instructions or lack of instruction or through failure or delay in taking delivery or through any act or default on the part of the Buyer, its servants or agents. 

6.2 Without prejudice to any other rights and remedies which MRS may have, if the Goods are submitted to MRS or its agent for repair, MRS shall have a general lien on the Goods in respect of all debts owed by the Buyer to MRS (including the costs of the repair), and if the Goods are not collected and paid for by the Buyer within 5 months of the Buyer being informed that the Goods are ready for collection, the Buyer agrees that MRS shall be entitled after 14 working days' notice to the Buyer to dispose of the Goods as MRS thinks fit. 

7 TERMS OF PAYMENT 

7.1 Unless agreed otherwise in writing by MRS, all payments due under any Contract shall be in the currency stipulated in the invoice and must be made by the Buyer within 30 days of the date of the invoice sent by MRS to the address provided by the Buyer. Time for payment shall be of the essence. 

7.2 The Buyer shall not be entitled to exercise any set off, lien or any other similar right or claim unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by MRS to the Buyer. MRS may set off any claim of any kind whatsoever which the Buyer may have against MRS under the Contract or any other contract or otherwise howsoever against any sum which would otherwise be due from the Buyer to MRS under the Contract or any other contract otherwise howsoever. 

7.3 Notwithstanding any other provision all payments payable to MRS under the Contract shall become due immediately upon termination of the Contract for whatever reason. 

7.4 If the Goods are delivered in instalments, MRS shall be entitled to invoice each instalment as and when delivery thereof has been made and payment shall be due in accordance with Condition 7.1 above in respect of each invoice. 

7.5 Any failure by the Buyer to either pay any due instalment in accordance with this Contract or failure to give delivery instructions in respect of any Goods shall cause the whole of the price for Goods already manufactured at the time of such a default, to become due forthwith without any notice. 

7.6 Prompt payment shall be a condition precedent to future deliveries of the Goods due under any Contract. 

7.7 MRS is entitled to charge the Buyer a fee of £10 for each dishonoured cheque received in respect of any payment due from the Buyer and £10 for each direct debit payment due from the Buyer which is declined by the Buyer's bank. 

7.8 MRS is entitled to charge and to be paid interest at 4% per annum above the current base rate of Citibank International plc on any unpaid invoices and/or any other overdue payments due from the Buyer. 

8 DELIVERY AND ACCEPTANCE OF GOODS 

8.1 MRS shall deliver the Goods to the location set out in the order form or as the parties may agree in writing at any time after MRS notifies the Buyer that the Goods are ready. Delivery of the Goods shall be completed on the Goods’ arrival at the relevant location. 

8.2 The period for delivery shall be calculated from the date of the Contract or the date of receipt of all necessary information to enable MRS to manufacture or procure the manufacture of the Goods whichever shall be the later. If no period is stipulated by MRS, then delivery will be at such time after receipt of instructions from the Buyer as MRS thinks reasonable. 

8.3 All times or dates given for delivery of the Goods are intended to be estimates only and time for delivery shall not be of the essence. MRS shall not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by MRS’s negligence).

8.4 If for any reason the Buyer does not accept delivery of the Goods in accordance with Condition 8.6, or MRS is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations then the Goods will be deemed to have been delivered, risk passing to the Buyer (including for loss or damage caused by MRS’s negligence) and MRS may at its sole discretion:

8.4.1 store the Goods until actual delivery and take all reasonable steps to safeguard and insure them at the cost of the Buyer, provided that the Buyer shall be immediately informed thereof; or 

8.4.2 sell the Goods at the best price readily obtainable and (after deduction of all reasonable storage and selling expenses) charge the Customer for any shortfall below the Contract price. 

8.5 MRS shall have the right to make delivery by instalments of such quantities of the Goods and at such intervals as it may decide. Any defect in any instalment shall not be a ground for cancellation of the remainder of the instalments and the Buyer shall be bound to accept further deliveries thereof. 

8.6 Without prejudice to the warranties in Condition 12 below, the Buyer will be deemed to have accepted the Goods as being in accordance with the Contract and no liability for non-delivery, late delivery, loss of or damage to the Goods occurring post-delivery or for any claim that the Goods are not in accordance with the Contract will attach to unless: 8.6.1 within 7 days after the Buyer has taken delivery of the Goods the Buyer has notified MRS in writing of any defect of other failure of the Goods to conform with the Contract (which would be apparent upon reasonable inspection and testing of the Goods within 7 days); or 

8.6.2 the Buyer notifies MRS in writing of any defect or other failure of the Goods to conform with the Contract within a reasonable time where the effect or failure would not be so apparent within 7 days of the date of delivery or collection, failing which the Buyer shall not be entitled to reject the Goods and MRS shall have no liability and the Customer shall be bound to pay the Contract price as if the Goods has been delivered in accordance with the Contract. 

8.7 In all cases where defects or shortages are complained of MRS shall be afforded an opportunity to inspect the Goods (including when relevant by the Goods being returned to MRS at the Buyer’s cost) before any use is made thereof or any alteration is made thereto by the Buyer. 

8.8 All requests for proof of delivery must be made within a period of 21 days following the date of the invoice. 

8.9 Unless stated otherwise in the Contract export orders shall be delivered Free Carrier (FCA) (premises nominated by MRS) (Incoterms 2010) save that MRS shall have no obligation to obtain any export licence or clearance required in relation to the Goods. 

8.10 We aim to dispatch all orders same day if placed before 14:00 GMT, We have to set a time for this and 14:00GMT is the only safe cut off point but of course if orders arrive after this and they have not been to collect we will still do our best to get it out the same day

8.11 The Buyer agrees that MRS shall be under no obligation to give to the Buyer the notices specified in section 32(3) of the Sale of Goods Act 1979. 

9 RETURNS AND CANCELLATIONS 

9.1 Subject to Condition 8.6 above, Goods supplied pursuant to the Contract cannot be returned without MRS’s prior written authorisation. Duly authorised returns: 9.1.1 shall be sent to MRS’s premises at the Buyer’s expense; 

9.1.2 may be subject to a handling charge of £10 or 20% of the value of the Goods, whichever amount is the greater; and 

9.1.3 must be in the same condition as originally supplied to the Buyer. 

9.2 The Buyer may not cancel an order of the Goods and/or Services including but without limitation to, any Goods and/or Services that involve special requirements of the Buyer once the order has been inputted onto MRS’s ordering system, without the prior written consent of MRS and then only on terms stipulated by MRS in writing. 

10 PASSING OF TITLE AND RISK 

10.1 The Goods are at the risk of the Buyer from the time of delivery by MRS, collection of the Goods by the Buyer, or receipt by the Company of payment in full for the Goods, whichever is earlier. 

10.2 Full legal, beneficial and equitable title to and property in the Goods shall not pass to the Buyer until MRS has received in full (in cash or cleared funds) all sums due to it in respect of: 10.2.1 the Goods; and 

10.2.2 all other sums which are or which become due to MRS from the Buyer on any account. 

10.2.3 Until full legal, beneficial and equitable title to and property in the Goods has passed to the Buyer, the Buyer shall: 

10.2.4 hold the Goods on a fiduciary basis as MRS’s bailee; 

10.2.5 store the Goods (at no cost to MRS) in a proper manner in conditions which adequately protect and preserve the Goods; 

10.2.6 keep the Goods separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as MRS’s property; 

10.2.7 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and 

10.2.8 maintain the Goods in satisfactory condition and keep them insured on MRS’s behalf for their full price against all risks to the reasonable satisfaction of MRS. On request the Buyer shall produce the policy of insurance to MRS. 

10.3 MRS shall be entitled to examine any such Goods in storage at any time during normal business hours upon giving reasonable notice to the Buyer of its intention to do so. 

10.4 The Buyer may use the Goods in the ordinary course of the Buyer’s business before title has passed to it. 

10.5 The Buyer’s right to possession of the Goods shall terminate immediately upon the occurrence of any of the events specified in Condition 16.1 below. 

10.6 MRS shall be entitled to recover payment for the Goods notwithstanding that title of any of the Goods has not passed from MRS to the Buyer. The Buyer grants MRS, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them, and the Buyer acknowledges that MRS shall have the right to intercept and repossess Goods in transit where the Buyer's right to possession has terminated. 

10.7 Where MRS is unable to determine whether any Goods are the goods in respect of which the Buyer’s right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by MRS to the Buyer in the order in which they were invoiced to the Buyer. 

10.8 On termination of the Contract, howsoever caused, MRS’s (but not the Buyer’s) rights contained in this Condition shall remain in effect. MRS’s rights and remedies set out in this Condition 10 are in addition to and shall not in any way prejudice, limit or restrict any of MRS’s other rights or remedies under the Contract or in law or equity. 

11 SUPPLY OF SERVICES 

11.1 MRS shall provide the Services to the Buyer in accordance with the Contract applying reasonable skill and care. 

11.2 MRS shall use its reasonable endeavours to meet any performance dates for the Services, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services. MRS shall not be liable for any loss whatsoever or howsoever arising caused by its failure to provide the Services on the due date. 

11.3 Where MRS is to perform the Services at the Buyer’s premises, the Buyer shall: 11.3.1 procures safe and unhindered access to the premises for all the Personnel to carry out the Services at all relevant times; 

11.3.2 ensure that all consents, permissions, or licences required to allow the Services to be provided are in place; 

11.3.3 ensure the provision of adequate power, lighting, heating and other such facilities or supplies required for the provision of the Services; 

11.3.4 provide adjacent to where the Services are to be provided storage for the materials required for the Services; 

11.3.5 ensure that the site where Services are to be provided are adequate for that purpose, clear and free from all health and safety hazards and possesses such facilities for the Personnel to comply with any applicable legislation and as MRS shall reasonably require; and 

11.3.6 be responsible for the Personnel’s death or personal injury or damage to or loss of MRS (and subcontractors and Personnel)’s property whilst on the Buyer’s premises except to the extent any such death or personal injury results from the negligence of MRS or its subcontractors. 

11.4 The Services will be deemed to be completed and the relevant element of the Contract price to be due and payable forthwith: 11.4.1 when MRS issues a written notice to the Buyer confirming such completion; or 

11.4.2 if MRS is available to perform the Services but is prevented from doing so by reason of: (a) the lack of relevant assistance from the Buyer (such as lack of availability of test components or parts from the Buyer); or 

(b) the condition of the Buyer’s premises on the site at which the Services are to be provided and/or the facilities at or the services available at those premises at the time agreed for the provision of the Services; or 

(c) the failure by the Buyer to comply with the Contract. 

12 WARRANTIES 

12.1 Where Goods and/or Services are supplied with the benefit of a specific written warranty set out in another document produced by MRS, such warranty shall apply instead of the warranty set out in Condition 12.2 below. The warranty in Condition 12.2 shall only apply where no such specific warranty is supplied in relation to the Goods and/or Services. The exclusions in Condition 12.3 shall apply to every such specific warranty except for the "manufacturer's lifetime warranty" set out in any operating instructions supplied with the Goods. 

12.2 If the Buyer establishes to MRS’s reasonable satisfaction within 12 months of the date of delivery of the Goods or performance of the Services that there is a defect in the materials or workmanship of the Goods or the Goods or Services are supplied not in accordance with the Contract then MRS shall at its option, at its sole discretion and within a reasonable time: 12.2.1 repair or make good such defect or failure in such Goods free of charge to the Buyer (including all costs of transportation of any Goods or materials to and from the Buyer for that purpose); or 

12.2.2 replace such Goods with Goods which are in all respects in accordance with the Contract or re-perform such Services: or 

12.2.3 issue a credit note to the Buyer in respect of the whole or part of the Contract price or such Goods or Services as appropriate having taken back such Goods or materials relating to such Goods or Services. Subject in every case to the other provisions of this Condition 12 provided that the liability of MRS under this Condition 12 shall in no event exceed the purchase price of such Goods or services and performance of any one of the above options shall constitute an entire discharge of MRS’s liability under this warranty. 

12.3 MRS shall not be liable for breach of the warranty at Condition 12.2 above or any other warranty, guarantee or condition: 12.3.1 arising from any defect in Goods arising from any drawing, design or specification supplied by the Buyer; or 

12.3.2 arising from any acts, omissions negligence or default of the Buyer or arising from wilful damage, unsuitable storage, handling, treatment, installation, maintenance, repair or application, abnormal use or use under abnormal conditions; or 

12.3.3 arising from any non-compliance with the safety, training, usage and maintenance requirements (including, but not limited to, excessive or heavy use), method statements, data sheets, instructions or recommendations (whether oral or in writing) communicated to the Buyer by MRS and/or any of its employees, agents, suppliers or subcontractors; or 

12.3.4 arising from incorporation, alteration, modification or conversion of the Goods with any other goods, products or systems outside the intended purpose of the Goods, or as a result of non-compatibility of the Goods with any other goods, products or systems or use of consumables, components or spare parts other than those manufactured by MRS without MRS’s prior written approval; or 

12.3.5 if the total price for the Goods and/or Services has not been paid by the due date for payment; or 

12.3.6 unless any claim by the Buyer which is based on any defect in the quality or condition of the Goods and/or Services or their failure to correspond with their description or specification shall (whether or not delivery is refused by the Buyer) be notified to MRS within 7 days after the Buyer discovers or ought to have discovered the defect or failure; or 

12.3.7 unless MRS is given a reasonable opportunity of examining such Goods or location at which the Services were performed and the Buyer (if asked to do so by MRS) returns such Goods or materials relating to the Services to MRS's place of business for the examination to take place there. 

12.4 Save as expressly provided in these Conditions, all warranties, conditions, guarantees or other terms implied by statute, common law, custom usage or otherwise are excluded to the fullest extent permitted by law. 

13 BUYER’S RESPONSIBILITY 

13.1 The selection of the Goods and/or Services suitable for the Buyer’s purposes depends on a range of factors. These factors include, but are not limited to, on-site conditions or other circumstances of the proposed application of the Goods known only to the Buyer. The Buyer is solely responsible for satisfying itself that the data supplied to MRS on which information or recommendations made by MRS are based is correct and that any assumptions made by MRS to supplement that data are suitable for the Buyer’s purposes. 

13.2 Any advice, representation or recommendation given by MRS or its Personnel to the Buyer or its employees or agents as to the Goods and/or Services, their fitting or use, or as to the incorporation or compatibility of the Goods with other goods, is therefore followed or acted upon entirely at the Buyer’s own risk and the Buyer acknowledges that it does not rely on and waives any claim for breach of any such representation. Accordingly, the Buyer must rely on its own judgement and if necessary seek expert advice in relation to the following: 13.2.1 the suitability and compatibility of the Goods for the intended use; 

13.2.2 the training necessary for the Buyer and its employees; 

13.2.3 the required level of ongoing maintenance for the Goods; and 

13.2.4 the adequacy of the premises in which the Goods are to be used. 

13.3 The Buyer acknowledges that it is responsible for ensuring it and its employees, agents, contractors and end-users of the Goods: 13.3.1 store, handle, use, construct, maintain, and repair the Goods at all times in accordance with good practice and in accordance with the Goods’ method statements and data sheets, as well as all other relevant safety, training, usage and maintenance instructions and guidelines supplied to the Buyer from time to time by MRS, its employees, agents or contractors; 

13.3.2 receive the necessary training in respect of Goods supplied; 

13.3.3 in connection with the hiring of the Goods or the Goods being otherwise used by third parties, that the Goods are supplied in the original packaging including all method statements, data sheets, labelling and warnings as are supplied with the Goods by MRS; 

13.3.4 use the Goods with the recommended safety equipment in accordance with all applicable method statements and data sheets, and other relevant Company safety, training, usage and maintenance instructions and guidelines supplied from time to time; and 

13.3.5 comply at all times with Health and Safety at Work, etc Act 1974, and all other relevant legislation in respect of the Goods and their usage. 

14 LIMITATION OF LIABILITY 

14.1 In an effort to keep the Contract price as low as possible, and as the Buyer is better able than MRS to quantify loss which it may suffer from a breach of contract and to insure accordingly, the Buyer agrees that the provisions of Conditions 12 (Warranties) and this Condition 14 which set out the entire financial liability of MRS (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer and the exclusive remedies of the Buyer against MRS in respect of: 14.1.1 any breach of these Conditions; 

14.1.2 any use made by the Buyer of any of the Goods; and 

14.1.3 any representation (unless fraudulent), statement or tortious act or omission including negligence and breach of statutory duty arising under or in connection with the Contract or in relation to any other matter or thing whatsoever under or in relation to the Contract. 

14.2 MRS shall not be liable to the Buyer for any economic loss of whatever nature (direct or indirect), including without limitation loss of anticipated profits, loss of actual profits (direct or indirect) loss of turnover or revenue, loss of business, loss of production or opportunity, loss of data, depletion of goodwill or otherwise. 

14.3 MRS shall not be liable for any indirect, special or consequential loss or damage howsoever arising. 

14.4 Notwithstanding any other provision contained in these Conditions, MRS does not in any manner whatsoever exclude or limit its liability if and to the extent that such liability: 14.4.1 arises out of the fraud or fraudulent misrepresentation of MRS; or 

14.4.2 is in respect of death or personal injury caused by negligence of MRS; or 

14.4.3 cannot legally be excluded or limited; or 

14.4.4 cannot be excluded under the Consumer Protection Act 1987 or the General Product Safety (GPS) Regulations 2005; or 

14.4.5 is in respect of MRS’s implied undertakings as to title. 

14.5 Subject to Conditions 14.1 – 14.4 (inclusive) above the total aggregate liability of MRS arising out of or in connection with performance or contemplated performance of the Contract whether for negligence or breach of contract or any case whatsoever shall in no event exceed one hundred per cent (100%) of the price paid or payable by the Buyer under the Contract 

15 BUYER’ S INDEMNITY 

15.1 The Buyer shall be liable for and indemnifies MRS and shall keep MRS indemnified in respect of all damage or injury to any person or loss of or damage to any property and against all actions, demands, costs (including legal costs), charges, expenses or other loss suffered by MRS arising: 15.1.1 at common law or under the statutes and regulations detailed in Condition 14.4 or otherwise under statute; and/or 

15.1.2 in respect of any act, omission, negligence, and/or breach of the terms of these Conditions or otherwise through the default of the Buyer; and/or 

15.1.3 in respect of any infringement or alleged infringement of any patent, registered design, copyright, trade mark or other industrial or intellectual property rights resulting from compliance by MRS with the Buyer’s instructions whether express or implied. 

15.2 Where Goods supplied by MRS are used by a third party (including the Buyer’s employees, agents, contractors) in a manner not previously agreed in writing by MRS to be suitable, or in a manner not in accordance with these Conditions, including (but not limited to) Condition 13.3, MRS shall not be liable for any costs, loss, damage, liability or expenses suffered or incurred by the Buyer or any third party arising directly or indirectly from or in respect of such Goods or such use (including for loss of revenue, profits, production, opportunity, business, goodwill and/or of any contract) and the Buyer shall indemnify and keep indemnified MRS from and 

against all such costs, loss, damage, liability or expenses suffered or incurred by MRS as a result of any claim or demand in respect thereof by any third party. 

16 TERMINATION 16.1 Without prejudice to any rights that have accrued under the Contract or any other rights or remedies, MRS may immediately suspend performance of the Contract, cancel any outstanding delivery of Goods and/or the supply of Services, stop any Goods in transit or by notice in writing to the Buyer terminate the Contract without liability to MRS in the event that: 16.1.1 the Buyer fails to pay any sum payable under the Contract, or any other agreement between the Buyer and MRS within 7 days of its due date; or 

16.1.2 the Buyer commits a material breach of any of its obligations under the Contract which is incapable of remedy; or 

16.1.3 the Buyer commits a material breach of its obligations under the Contract which is capable of remedy and fails to remedy or persists in such breach after 30 days of having been required in writing to remedy or desist; or 

16.1.4 the Buyer suspends or threatens to suspend, payment of its debts (whether principal or interest) or is deemed to be unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or 

16.1.5 the Buyer calls a meeting, gives notice, passes a resolution or files a petition, or an order is made, in connection with the winding of that party (save for the sole purpose of a solvent voluntary reconstruction or amalgamation); or 

16.1.6 the Buyer has an application to appoint an administrator made or a notice of intention to appoint an administrator filed or an administrator is appointed in respect of all or any part of its assets; or 

16.1.7 the Buyer has a receiver or administrative receiver appointed over all or any part of its assets or a person becomes entitled to appoint a receiver or administrative receiver over such asset; or 

16.1.8 the Buyer takes any steps in connection with proposing a company voluntary arrangement or a company voluntary arrangement is passed in relation to it, or it commences negotiations with all or any of its creditors with a view to rescheduling any of its debts; or 

16.1.9 the Buyer (if an individual) becomes bankrupt, or initiates proceedings to become bankrupt, or has a bankruptcy petition issued against him, or makes or offers to make any voluntary arrangements with creditors; or 

16.1.10 the Buyer has any steps taken by a secure lender to obtain possession of the property on which it has security or otherwise to enforce its security; or 

16.1.11 the Buyer has any distress, execution or sequestration or other such process levied or enforced on any of its assets; or 

16.1.12 the financial position of the Buyer has become impaired in the opinion of MRS; or 

16.1.13 the Buyer has any proceeding taken, with respect to it in any jurisdiction to which it is subject, or any event happens in such jurisdiction that has an effect equivalent or similar to any of the events in this Condition 

17 INTELLECTUAL PROPERTY 

17.1 Any intellectual property created by MRS in the course of the performance of the Contract or otherwise in the design, manufacture or supply of or otherwise in relation to the Goods or the provision of the Services shall remain the property of MRS. Nothing in these Conditions shall be deemed to have given the Buyer a licence or any other right to use any of the intellectual property of MRS. 

17.2 All logos, trade name or trademarks (‘Marks’) owned or used by MRS in the course of its business are the property of MRS. MRS reserves all intellectual property rights in relation to the use of such Marks. The Buyer may not use, or permit the use of, such Marks or any similar Marks without the prior written permission of MRS. 

18 FORCE MAJEURE 18.1 MRS shall not be in breach of the Contract or otherwise be liable for any failure or delay to deliver the Goods and/or supply the Services arising from circumstances outside MRS’s reasonable control. including, but not limited to, acts of God, governmental actions or regulations, national emergency, acts of terrorism, protests, riot, civil commotion, strikes, lock-outs, other labour disputes (whether or not relating to either party’s workforce), accidents, war, fire, explosion, flood, epidemic, reduction in or unavailability of power at manufacturing plant, breakdown of plant or machinery, shortage or unavailability of raw materials from normal source of supply, or restraints or delays affecting carriers. 

18.2 Should MRS be prevented from delivering the Goods or supplying the Services in the circumstances at Condition 18.1, it shall be entitled to delay or cancel the supply of the Services or cancel delivery or to reduce the amount of the Goods delivered. 

19 WAIVER 

19.1 The waiver by MRS of any right or the failure by MRS to exercise any right or to insist on the strict performance of any provision of this Contract shall not operate as a waiver of, or preclude any further exercise or enforcement of any other right or provision of this Contract. 

20 SEVERABILITY 20.1 Each provision of this Contract is severable and distinct from the others. The parties intend that every such provision shall be and remain valid and enforceable to the fullest extent permitted by law. If in any particular case any of these conditions shall be held to be invalid or shall not apply to this Contract, the other conditions shall continue in full force and effect. 

21 THIRD PARTY RIGHTS 

21.1 A person who is not a party to this Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract but this does not affect any right or remedy of a third party which exists or is available apart from that Act. 

22 ASSIGNMENT 

22.1 The Buyer shall not assign, charge, sub-contract or in any way dispose of its rights or obligations under the Contract without the prior written consent of MRS. MRS may at any time subcontract, transfer, mortgage, charge or deal with in any manner any or all of its rights and under the Contract to any third party. 

23 PRIVACY NOTICE 23.1 MRS has a privacy notice available on its website (www.mrsltd.co.uk) in relation to the processing of any personal data MRS obtains from the Buyer (and its directors, employees, agents and subcontractors) in the course of performance of the Contract or otherwise. 

24 NOTICES 

24.1 Any notice required to be served under the Contract shall be served on MRS at its registered offices in the UK or such other address as MRS may from time to time notify to the Buyer and on the Buyer at the address notified to MRS in its registration application by personal delivery, first class post, registered air mail or by email. The Buyer is responsible for notifying MRS in writing of any change of address, email address from those in the Buyer’s registration application. 

24.2 Any such notice shall be deemed to have been served: 24.2.1 in the case of a destination in the UK 9am on the second Business Day after the date of posting; 

24.2.2 in the case of a destination outside the UK, or where the notice is posted outside the UK 9am on the seventh Business Day after the date of posting; 

24.2.3 in the case of service by email, when the email is available to read in the recipient’s inbox; and 

24.2.4 in the case of personal delivery on delivery provided delivery is between 9am and 5pm on a Business Day. 

25 ENTIRE AGREEMENT 

25.1 The Contract sets out the entire agreement and understanding between the Buyer and MRS in connection with the sale of Goods and the provision of Services and shall supersede and replace all documentation previously issued by MRS purporting to set out its terms and conditions of sale of Goods and/or Services. The Buyer acknowledges that the Contract has not been entered into wholly or partly in reliance on, nor has the Buyer been given any warranty, statement, promise or representation by MRS or on its behalf other than as expressly set out in the Contract. The Buyer agrees that the only rights or remedies available to it arising out of or in connection with any warranties, statements, promises or representations will be for breach of contract and irrevocably and unconditionally waives any right it may have to any claim, rights or remedies including any right to rescind the Contract which it might otherwise have had. 

26 LAW & JURISDICTION 

26.1 The Contract and any issues, disputes or claims arising out of or in connection with it (whether contractual or non-contractual in nature such as claims in tort, from breach of statute regulation or otherwise) shall be governed by, and construed in accordance with, English law. 

26.2 All disputes or claims arising out of or in relation to the Contract shall be subject to the exclusive jurisdiction of the English courts to which the parties irrevocably submit.