All previous issues are cancelled.

GENERAL
The Seller means MK Electric.
The Buyer means the person, firm or company to whom the Seller supplies the Goods.
All quotations are given and all orders are accepted on these terms, which replace and supersede any other terms wherever appearing, and override and exclude any other terms stipulated or incorporated or referred to by the Buyer, whether in the order or in any negotiations, and any course of dealing established between the Seller, and the Buyer. All orders hereafter made by the Buyer shall be deemed to be made subject to these terms.

ACCEPTANCE OR ORDERS
No contract for the sale of goods (the Goods) shall be concluded until either the Seller sends or otherwise communicates to the Buyer its acceptance of the Buyers order or on the delivery to the Buyer of the Goods, whichever is the earlier. The Buyer acknowledges that there are no representations outside these terms that have induced the Buyer to enter into the contract (which expression shall include any contract of which these terms form part) and save as provided herein, these terms shall constitute the entire understanding between the parties for the sale of the Goods. No modification of these terms shall be effective unless made by an express written agreement between the parties. The signing by the Seller of any of the Buyers documentation shall not imply any modification of these terms.

ILLUSTRATIONS, DESCRIPTIVE MATTER AND DIMENSIONS
All descriptions and illustrations contained in catalogues, price lists and advertisements or otherwise communicated to the Buyer are intended merely to present a general idea of the Goods described therein, and nothing contained in any of them shall form any part of the contract.

DESIGNS
The Sellers policy is one of continuous improvement. The right to change designs at any time without notice is reserved.

SAMPLES
Notwithstanding that a sample of the Goods may have been exhibited to and inspected by the Buyer, it is hereby agreed that such sample was so exhibited and inspected solely to enable the Buyer to judge for himself the quality of the bulk and not so as to constitute a sale by sample. The Buyer shall take the Goods at his own risk as to their corresponding with the said sample or as to their quality condition or sufficiency for any purpose.

PRICES
All prices listed or quoted are provisional only and are subject to alteration without prior notice, and prices charged will be those current at the time of despatch of the Goods.

DELIVERY
All delivery dates are estimates only and the time of delivery shall not be of the essence of the contract. In no circumstances shall the Seller be liable to compensate the Buyer in damages or otherwise for non-delivery or late delivery of the Goods or any of them for whatever reason or for any loss consequential or otherwise arising there from. The Seller reserves the right to make partial deliveries and to allocate available supplies amongst customers in time of shortage. The Seller shall be entitled to deliver the Goods in one or more consignments unless otherwise expressly agreed. For UK sales, delivery shall be deemed to take place when the Goods are despatched from the Sellers premises. The Seller shall not be liable for any loss of any kind to the Buyer arising from any damage to the Goods occurring after the risk has been passed to the Buyer however caused, nor shall any liability of the Buyer to the Seller be diminished or extinguished by reason of such loss.

CARRIAGE AND PACKING
Packing materials are in most instances non-returnable. The Seller will pay packing and carriage on all orders having a nett value of £250 (exc.VAT) or over and the Goods will be consigned by carrier at goods rate. Orders instructing despatch by other means will be subject to a packing and carriage charge to cover additional cost. Orders of less than £250 (exc.VAT) nett value will be consigned by parcel post up to 5kg in weight, otherwise goods will be consigned by carrier at goods rate.
A packing and carriage charge will be made for all such orders at the rate of £50 (exc.VAT).

INSTRUCTIONS AND LABELS
The Buyer shall ensure that labels, names, reference numbers and marks on the Goods and packing materials and cases are not removed altered or covered whilst the Goods are in his possession and shall not remove any label or plaque affixed to the Goods referring any user thereof to the Sellers or any other partys instructions and/or recommendations for use. If any item comprised in the Goods is resold by the Buyer the Buyer shall bring to the attention of his purchaser all instructions and/or recommendations for use packed with the Goods or which the Seller has otherwise notified to the Buyer.

DAMAGE OR LOSS IN TRANSIT
When the price quoted includes delivery, the Seller shall repair or replace free of charge goods damaged in transit or not delivered in accordance with the advice note, provided that in the event of damage or shortage, written notification giving details of such damage or shortage must be sent to the Seller within 7 days of receipt, and in the event of non-delivery must be sent to the Seller within 14 days of the date shown on the advice note. Order number, advice note and date of despatch are required, and in the event of failure to give notice within the aforementioned period, the Goods will be deemed to be in all respects as invoiced.

RETURNS
Goods supplied in accordance with the Buyers orders cannot be accepted for return without the Sellers written consent. If such consent is given an administration charge will be made. Returned Goods must be sent carriage free and at the Buyers risk and will only be accepted if packed in the original carton which in the Sellers opinion is in a saleable condition. Only Goods of current design will be accepted for return.

PAYMENTS
For UK and Republic of Ireland sales, payment is due before the end of the month following despatch. If payment is made accordingly, a 2.5 per cent cash discount is allowed. Value Added Tax for UK sales is payable and is calculated on the cash discounted value of each invoice. If the Seller shall allow provisional credit in respect of any part of the Goods it shall be without prejudice to its rights to refuse to give up possession of any other part of the Goods except against payment: and the whole of the price of all goods bought or agreed to be bought by the Buyer shall fall due and payable without demand immediately on the happening of any of the following events:-
(a) failure by the Buyer to pay any sum due to the Seller within 14 days of the due date for payment;
(b) commencement of the winding up of the Buyer;
(c) any act, event or occurrence entitling any creditor of the Buyer to petition for the bankruptcy of the Buyer.
(d) appointment of a receiver of any asset of the Buyer, or the levying of any distress or execution or any asset of the Buyer.
The failure of the Buyer to pay any part of the price of the Goods in due time shall entitle the Seller to treat such failure as a repudiation of the whole contract by the Buyer and to recover damages for such breach of contract.
Interest on all sums due shall run at the rate of 2 per cent per annum over the base lending rate of Barclays Bank plc until payment is received before as well as after any judgement therefore.

LIABILITY
These terms set out the Sellers entire liability in respect of the Goods and the Seller's liability under these terms shall be in lieu and to the exclusion of all other warranties, conditions, terms and liabilities expressed or implied statutory or otherwise in respect of the quality or the fitness for any particular purpose of the Goods or otherwise (notwithstanding any advice or representation to the Buyer, all liability in respect of which howsoever arising, is expressly excluded) except any implied by law which by law cannot be excluded. Save as provided in these terms and except as aforesaid the Seller shall not be under any liability, whether in contract, tort (including negligence) or otherwise, in respect of defects in the Goods or failure to correspond to specification or sample or for any injury, damage or loss resulting from such defects or failure or from any work done in connection therewith. The Seller shall be under no liability to any purchaser of the Goods from the Buyer. In any event the Sellers liability (if any) whether in contract, tort or otherwise in respect of any defect in the Goods, or for any breach of this Agreement or of any duty owed to the Buyer in connection herewith, shall be further limited in the aggregate to the price of the Goods in question.
Nothing in these terms shall restrict the Sellers liability for death or personal injury caused by the Sellers negligence.

INDEMNITY
The Buyer shall indemnify the Seller in respect of all damage injury or loss occurring to any person or property and against all actions, suits, claims, demands, charges or expenses in connection therewith arising from the condition or use of the Goods in the event and to the extent that the damage injury or loss shall have been occasioned partly or wholly by the carelessness of the Buyer and his servants or agents or by any breach by the Buyer of its obligations to the Seller hereunder.

UK AND REPUBLIC OF IRELAND SALES
For UK and Republic of Ireland sales risk of loss or damage to the Goods shall pass to the Buyer at the time of delivery. The property in the Goods shall not pass to the Buyer until: all sums due or owing to the Seller by the Buyer on any account have been paid. The whole of the price shall not be treated as paid until any cheque, bill of exchange or other instrument of payment given by the Buyer has been met on presentation or otherwise honoured in accordance with its terms. The Seller may sue for the whole of the price at any time after it has become payable.
Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods on a fiduciary basis as bailee of the Seller and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected, insured and identified as the Sellers property, but the Buyer shall be entitled to resell and use the Goods in the ordinary course of its business for the account of the Seller. Until property in 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 any other money or paid into any overdrawn bank account and shall be at all material times identified as the Sellers money. Until such time as property in 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. The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which remain 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.

EXPORT
All orders are accepted subject to a minimum value of £500.
All Goods will be supplied and invoiced in multiples of carton quantities only. The basis of the prices quoted will be FOB as defined in Incoterms 2000 Edition, at a UK port which may be nominated by the Seller, or such other basis as may seem appropriate to the Seller in the circumstances. Payment unless otherwise agreed must be by irrevocable letter of credit confirmed by an established UK bank satisfactory to the Seller. The Seller has separate standard terms and conditions which apply to export sales, and a copy will be supplied to the export buyers.

MK ELECTRIC PATENTS AND REGISTERED DESIGNS
Many of the products offered for sale by the Seller are covered by UK and foreign patents or other intellectual property rights. It is not feasible to mark each component or product with the appropriate patent numbers, but any relevant and reasonable enquiries will be dealt with on application, subject to reimbursement of the Sellers out of pocket expenses. The Seller also has rights in a number of names and trade marks, registered and unregistered. The Seller will take all necessary legal action in any part of the world against any party found to be manufacturing, selling or otherwise dealing with any article which infringes the Sellers patents, trade marks or other similar intellectual property rights.

FORCE MAJEURE
Neither party shall be liable to the other for any failure or delay in the performance of any obligation hereunder as a result of strikes, lockouts, trade disputes, breakdown of plants, accident or other cause whatsoever beyond the reasonable control of the Seller or the Buyer respectively.

LEGAL CONSTRUCTION
The contract shall be governed by and interpreted in accordance with English Law, and the Buyer submits to the jurisdiction of the Courts in England but the Seller may enforce the contract in any court of competent jurisdiction. A person who is not a party to the contract shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

ASSIGNMENT
The Buyer shall not assign any benefit under the contract without the consent in writing of the Seller, which may if given be on such terms as to guarantee or indemnify or otherwise as the Seller thinks fit.