MTUK Terms/Conditions
- CONTRACT
The contract resulting from the acceptance of this order is to be construed according to the contract laws of the United Kingdom. This contract is non-assignable by seller.
- DELIVERY SCHEDULES
Deliveries are to be made both in quantities and at times specified in schedules furnished by Buyer. Buyer will have no liability for payment for material or items delivered to Buyer which are in excess of quantities specified in the delivery schedules. Buyer may from time to time change delivery schedules or direct temporary suspension of scheduled shipments.
- EXCUSABLE DELAYS
Seller shall not be liable for delays or defaults in deliveries due to causes beyond its control and without its fault or negligence. If at any time Seller has reason to believe that deliveries will not be made as scheduled, written notice setting forth the cause of the anticipated delay will be given immediately to Buyer.
- WARRANTY
Seller expressly warrants that all the material and work covered by this order will conform to the specifications, drawings, samples or other descriptions furnished or specified by Buyer, and will be merchantable, of good material and workmanship or free of defect. Seller expressly warrants that all the material covered by this order, which is the product of the Seller or is in accordance with Seller's specifications, will be fit and sufficient for the purpose intended. The warranty period shall be that provided by applicable law, except that if Buyer offers a longer warranty to its customer for goods installed on vehicles, such longer period shall apply.
- CANCELLATION
Buyer reserves the right to cancel all or any part of the undelivered portion of this order if Seller does not make deliveries as specified in the schedules, or if Seller breaches any of the terms hereof including the warranties of Seller.
- INSPECTION
All material shall be received subject to Buyer's inspection and rejection. Defective material or material not in accordance with Buyer's specifications will be held for Seller's instruction and at Seller's risk and if Seller so directs, will be returned at Seller's expense. No goods returned, as defective shall be replaced without a new order. Payment for material on this order prior to inspection shall not constitute acceptance thereof.
- CHANGES IN SPECIFICATIONS
Buyer reserves the right at any time to make changes in drawings and specifications as to any material and/or work covered by this order. Any difference in price or time for performance resulting from such changes shall be equitably adjusted and the contract shall be modified in writing accordingly.
- MATERIAL FURNISHED BY BUYER
Any material furnished by Buyer, on other than a charge basis in connection with this order, shall be deemed as held by Seller upon consignment. All such materials not used in the manufacture of the products covered by this purchase order shall, as directed, be returned to Buyer at Buyer's expense, and if not accounted for or so returned shall be paid for by Seller. All such material, including, but not limited to, tools, dies, gauges, jigs, fixtures, and patterns, owned by Buyer, shall be fully insured by Seller against loss by fire or extended coverage.
- TOOLS
Unless otherwise herein agreed, Seller at its own expense shall furnish, keep in good condition and replace when necessary all dies, tools, gauges, fixtures, and patterns necessary for the production of the material ordered. The cost of changes in the aforementioned items necessary to effect design or specification changes ordered by Buyer shall be paid for by Buyer. Buyer has the option, however, to take possession of the title to any dies, tools, gauges, fixtures and patterns that are special for the production of material covered by this order and shall pay to Seller the unamortized cost thereof, provided, however, that this option shall not apply if the material hereby ordered is the standard product of Seller or if a substantial quantity of like material is being sold by Seller to others.
- REMEDIES
The remedies herein reserved shall be cumulative and additional to any other or further remedies provided in law or equity. No waiver of a breach of any provision of this contract shall constitute a waiver of any other breach, or of such provision.
- PATENTS
By accepting this order, Seller guarantees that the material hereby ordered and the sale or use of it will not infringe any United Kingdom or foreign Letters Patent, and Seller agrees to defend, protect and save harmless Buyer, its successors, assigns, customers, and users of its products against all suits at law or in equity, and from all damages, claims and demands, for actual or alleged infringement of any Patent by reason of the sale or use of the material hereby ordered.
- INSURANCE
If this order covers the performance of labour for Buyer, Seller agrees to indemnify and protect Buyer, against all liabilities, claims or demands for injuries or damages to any person or property growing out of the performance of this contract. Further, Seller represents that it has made proper provisions for adequate Employees' Compensation or Employer's Liability Insurance and agrees to furnish insurance carrier's certificate showing that Seller has adequate Public Liability and Property Damage Insurance coverage. Said certificate must set forth amount of coverage, number of policy and date of expiration.
- ADVERTISING
Seller shall not, without first obtaining the written consent of Buyer, in any manner, advertise or publish the fact that Seller has contracted to furnish Buyer, the material herein ordered, and for failure to observe this provision, Buyer shall have the right to terminate the contract resulting from the acceptance of this order without any obligation to accept deliveries after the date of termination or make further payments except for completed articles delivered prior to termination.
- BUYER'S DESIGN
The Seller agrees that if the articles or materials covered by this Purchase Order are to be manufactured to design furnished by the Buyer, the Seller will not, without the consent of the Buyer, manufacture such articles or materials from said design for sale to other than the Buyer.
- INSOLVENCY
Buyer may forthwith cancel the contract resulting from the acceptance of this order in the event of the happening of any of the following: insolvency of the Seller; the filing of a voluntary petition in bankruptcy; the filing of any involuntary petition to have Seller declared bankrupt provided it is not vacated within thirty (30) days from the date of filing; the appointment of a Receiver or Trustee for Seller provided such appointment is not vacated within thirty (30) days from the date of such appointment; the execution by Seller of an assignment for the benefit of creditors.
- PREMIUM SHIPMENTS
If, because of failure of Seller to meet the delivery requirements of this purchase order. Buyer finds it necessary to require shipment of any supplies covered by this purchase order, by a method of transportation other than the method originally specified by Buyer, Seller shall reimburse Buyer the amount, if any, by which the cost of the more expeditious method of transportation originally specified unless such failure is due to causes beyond the control and without the fault or negligence of Seller.
- NAFTA
If buyer certifies NAFTA based on incorrect information supplied by Seller, Buyer reserves the right to assess Seller any legal and financial liabilities incurred.
- SERVICE AND REPLACEMENT PARTS
Seller will sell to Buyer goods necessary for it to fulfill its current model service and replacement parts requirements at the prices set forth in this contract. If the goods are systems or modules, Seller will sell the components or parts that comprise the system or module at prices that shall not, in the aggregate, exceed the price of the system of module less assembly costs. During the 15-year period after Buyer completes current model purchases, Seller will sell goods to Buyer to fulfill Buyer's past model service and replacement parts requirements. Unless otherwise agreed by Buyer, the prices during the first 3 years of this period shall be those in effect at the conclusion of current model purchases. For the remainder of this period, the prices for goods shall be as agreed to by the parties.
Shipping and Billing
- All material shall be suitably packed, marked and shipped in accordance with the requirements of common carriers in a manner to secure lowest transportation cost, and no additional charge shall be made to the Buyer therefore unless otherwise stated herein.
- Seller shall make no charge for drayage or storage, unless otherwise stated herein.
- Unless otherwise specified herein, Seller shall properly mark each package with Buyer's order number, factory, plant and warehouse number, and where multiple packages comprise a single shipment each package shall also be consecutively numbered. Purchase order number, package numbers and warehouse number shall be shown on packing slips, bills of lading and invoices. Individual containers must not exceed 65lbs gross.
- Packing slips must accompany each shipment. Material or engineering certificates must be included with each shipment.
- Original bill of lading or other shipping receipt, for each shipment shall be promptly forwarded by Seller to Buyer's Traffic Department.
- Seller agrees to describe material on bill of lading or other shipping receipt and to route shipment in accordance with instructions issued by Buyer's Traffic Department.
- Detailed statement of account must be rendered monthly.
