MIP ASIA
TERMS AND CONDITIONS OF SALE

1. INTERPRETATION

1.1. In these terms and conditions of sale (“Conditions”), save where the context requires otherwise:

1.2. Headings are for ease of reference only and shall not affect construction.

1.3. Words importing one gender shall be treated as importing any gender, words importing individuals shall be treated as importing corporations and vice versa, words importing the singular shall be treated as importing the plural and vice versa, and words importing whole shall be treated as including a reference to any part thereof.

2. CONDITIONS

2.1. These Conditions shall apply to all quotations given or contracts made or agreed to be made by the Company for the sale of the Goods. Any conditions submitted, proposed or stipulated by Buyer in whatever form and at whatever time, whether written or oral, and any conditions which are implied by trade, custom, practice, or course of dealing are expressly waived and excluded.

2.2. No change to these Conditions shall be binding unless agreed in writing by a director of the Company.

3. ACCOUNT OPENING AND ORDERS

3.1. Buyer shall complete the account opening form provided by the Company prior to placing any orders.

3.2. Buyer shall place orders with the Company by sending a purchase order to the Company, which will specify the type and quantity of Goods ordered and refer to a purchase order number.

3.3. No order sent by Buyer shall be binding upon the Company until it has been expressly confirmed in writing by the Company, at which point the contract between Buyer and the Company shall come into existence.

3.4. The Company shall be under no obligation to:

3.4.1. confirm any order sent by Buyer to the Company; and

3.4.2. prefer Buyer as against any other person with whom the Company may contract for the sale of any goods offered for sale by the Company.

4. PRICES

4.1. The price of the Goods shall unless otherwise stated by the Company in writing be the list price of the Company current at the date of acceptance by the Company of the order. In the case of an order for delivery by instalments the price payable for each instalment shall be the list price of the Company at the date of acceptance of the order. The Company shall endeavour to give Buyer four weeks’ notice of any change to the list price of the Goods. Subject to Condition 4.2, all orders accepted by the Company prior to the price change taking effect will be honoured at the price applicable to the Goods when the order was accepted by the Company.

4.2. The Company reserves the right by notice given at any time before delivery to vary the price of the Goods if, after the date of the contract between Buyer and the Company, there is an increase in the cost of the Goods to the Company by reason of any circumstance outside the control of the Company including (without limitation) increases in the cost of materials, labour or transport, exchange rate fluctuations, increases in import levies or other taxes. If the price of the Goods is increased pursuant to this Condition 4.2, Buyer may cancel the undelivered balance of the contract by written notice to the Company served within 5 Business Days of receipt of such notice given to Buyer.

4.3. Unless otherwise agreed in writing by the Company the price of the Goods is exclusive of costs of packaging and delivery which must be paid at the same time as payment for the Goods and as specified at Condition 7.

5. VALUE ADDED TAX

5.1. All payments to be made by Buyer to the Company under these Conditions are calculated without regard to Value Added Tax. If any such payment constitutes the whole or any part of the consideration for a taxable supply or deemed taxable supply (whether or not such supply is a taxable supply or deemed taxable supply pursuant to the exercise of any option) by the Company, the amount of that payment shall be increased by an amount equal to the Value Added Tax chargeable on the supply in question.

5.2. Subject to Condition 5.1, an amount equal to any Value Added Tax chargeable on any supply for Value Added Tax made pursuant to these Conditions by the Company, including, without limitation, any such supply deemed to be made by the Company, shall be paid by Buyer to the Company on demand.

6. PAYMENT

6.1. Unless otherwise agreed in writing by the parties, payment of an invoice shall be made in full and in cleared funds within 22 Business Days of the date of the invoice.

6.2. Time of payment is of the essence.

6.3. If any sums become overdue, the Company may (without prejudice to any other right or remedy available to it) suspend all further deliveries until payment in full thereof has been made or (at its option) cancel the contract as regards any Goods which remain to be delivered thereunder.

6.4. Without prejudice to any right or remedy available to it, the Company may at its discretion charge interest at the rate of 8 per cent. per annum above the Bank of England’s base rate from time to time, and 8 per cent. per annum for any period when that base rate is below 0 per cent., on any sum not paid on the due date. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. Buyer shall pay the interest together with the overdue amount

6.5. If the Company uses a collection agency in respect of outstanding sums owed to the Company by Buyer, Buyer shall pay a collection fee equal to twenty per cent. of the total value of the amount to be collected and shall pay all of the Company’s costs in respect of such collection (including but not limited to reasonable legal fees and disbursements).

6.6. Buyer shall not be entitled to withhold payment in whole or in part on the ground that it has a claim, counterclaim or set-off against the Company.

6.7. All payments payable to the Company by Buyer under a contract for the sale of the Goods shall become immediately due and payable on termination of such contract.

7. DELIVERY

7.1. Unless otherwise agreed in writing,

7.1.1. the Company will deliver the Goods to an address specified by Buyer in UK and

7.1.2. a delivery charge of

7.1.2.1. £15.00 will apply to each order where the value of such order is below £300 (excluding Value Added Tax) for Goods which are to be delivered to Shetland, Orkney, Outer Hebrides, Scottish Highlands, and Northern Ireland; or

7.1.2.2. £7.95 will apply to each order where the value of such order is below £300 (excluding Value Added Tax) for Goods which are to be delivered anywhere else within the UK; and

7.1.3. additional delivery charges will apply to orders delivered outside of the UK, where such delivery has been previously agreed in writing by the Company.

7.2. The Company shall endeavour to deliver the Goods to addresses within the UK 48 to 72 hours after accepting an Order, unless the Goods ordered by Buyer are:

7.2.1. Make-to-order Goods; or

7.2.2. Goods that the Company accepts to supply to Buyer but which are not Goods that are listed in the Company’s product brochure; or

7.2.3. both,

(together being “Bespoke Goods”) The Company will inform Buyer of an estimated delivery timeframe for such Bespoke Goods prior to acceptance of Buyer’s order.

7.3. The time for delivery shall not be of the essence and any time specified for delivery of the Goods is intended as an estimate only. The Company shall not be liable for any loss or damage whether arising directly or indirectly from delay in delivery.

7.4. Risk in the Goods shall pass to Buyer on delivery of the Goods to the address specified by Buyer. Where the Company has agreed in writing for Buyer to collect the Goods from the Company’s warehouse, delivery shall take place when the Company makes the Goods available for collection by buyer and risk in the Goods shall pass to Buyer on the Goods being made available for collection. After delivery, the Goods shall be at Buyer’s sole risk in respect of all loss or damage arising from any cause whatsoever.

7.5. The Company may deliver the Goods by instalments and may invoice Buyer for each such instalment. Each instalment shall be treated as a separate contract so that failure to deliver or defect in one or more instalment shall not entitle Buyer to reject the other instalments.

7.6. If delivery is delayed through Buyer’s default or if Buyer declines or delays in accepting delivery, then and in either such case the Company may (without prejudice to any other right or remedy available to it) do all or any of the following:

7.6.1. charge as part of the price of the Goods a reasonable storage fee and other costs incurred by the Company;

7.6.2. sell the Goods for the Company’s account;

7.6.3. cancel the contract as regards any Goods that remain to be delivered thereunder.

7.7. Each of the Company and Buyer agree that if, in respect of an order for:

7.7.1. Bespoke Goods, the Company delivers up to and including 10 percent. more or less than the quantity of Goods ordered;

7.7.2. any other Goods, the Company delivers up to and including 5 percent. more or less than the quantity of Goods ordered,

Buyer shall not be entitled to reject the order but a pro rata adjustment shall be made to the invoice of that order.

7.8. Each delivery shall be considered as a separate contract and the failure of any delivery shall not vitiate the contract as to others.

7.9. The Company shall be entitled to suspend a delivery of the Goods otherwise due to occur following service of a notice under Condition 11.1.3 until the earlier occurrence of:

7.9.1. such breach being remedied by Buyer; or

7.9.2. the termination of the relevant contract.

7.10. Buyer shall notify the Company within 48 hours of delivery if Buyer ordered wrong Goods. The Company shall not be obliged to accept the return of such Goods (and shall not accept the return of wrongly ordered Bespoke Goods), but where the Company agrees to accept such return, Buyer shall pay a restocking charge ten per cent. of the total value of the Good(s) returned. Such restocking charge shall be payable in accordance with Condition 6 and all returns of wrongly ordered Goods shall be returned carriage paid.

8. CLAIMS

8.1. The Company warrants that the Goods will be free from defects in design, material and workmanship. To the extent permitted by law, all conditions, warranties or obligations whether express or implied by statute, common law or otherwise are excluded and the provisions of these Conditions shall apply in lieu thereof.

8.2. Where the Company is arranging carriage, the Company shall not be liable for loss of or damage to the Goods in transit unless:

8.2.1. in the case of loss of the Goods, within 5 Business Days of the date notified by the Seller to Buyer as being the date specified for delivery of the Goods Buyer gives written notice to the Company that it has not received the Goods;

8.2.2. in the case of partial loss of or damage to the Goods:

8.2.2.1. within 5 Business Days of the date of delivery of the Goods to Buyer’s premises, Buyer gives written notice to the Company that the Goods are lost in part or are damaged (as applicable); and

8.2.2.2. Buyer retains the packaging for inspection by the carriers or their insurers.

8.3. The Company shall not be liable for defective Goods unless:

8.3.1. Buyer gives written notice to the Company as soon as possible and in any case within 48 hours of:

8.3.1.1. delivery of the Goods where such defect is apparent on normal visual inspection; or

8.3.1.2. in respect of a latent defect, such latent defect becoming apparent within six months of delivery. The Company will not be liable for latent defects that arise at any time after six months of delivery; and

8.3.2. the defective Goods are returned carriage paid at Buyer’s risk to the Company’s premises (and section 36 of the Sale of Goods Act 1979 shall not apply).

8.4. The Company’s liability under Conditions 8.2 and 8.3 whether based on negligence or any other cause of action shall be limited to repairing or replacing the lost, damaged or defective Goods or, at the Company’s option, repaying a corresponding proportion of the price paid by Buyer and the Company shall not be under any other liability thereunder whatsoever.

8.5. No claim will be met by the Company under Conditions 8.2 and 8.3 if, in the opinion of the Company:

8.5.1. Buyer makes any further use of any of the Goods after giving notice in accordance with Conditions 8.2 or 8.3;

8.5.2. the defect is not due solely to defective materials or manufacture;

8.5.3. the defect arises as a result of the Company following any drawing, design or specification supplied by Buyer in respect of Bespoke Goods;

8.5.4. the Goods have been misused or subjected to fair wear and tear, neglect, carelessness or abnormal conditions or involved in any accident or attempt at repair, replacement or modification or dealt with contrary to any directions issued by the Company; or

8.5.5. the terms of payment set out in Condition 6 have not been complied with.

8.6. Any repaired or replaced Goods provided by the Company shall be subject to these Conditions.

8.7. The Company gives no warranty and makes no representation that any sale or use by Buyer of the Goods will be free from infringement of any Intellectual Property Rights owned or controlled by a third party.

9. RETENTION OF TITLE

9.1. Notwithstanding delivery the title in the Goods will remain with the Company and subject to the following provisions of this Condition 9 Buyer will hold the Goods as bailee for the Company until the earlier of

9.1.1. payment in full and in cleared funds of:

9.1.1.1. the full purchase price of the Goods and any other goods at any time supplied by the Company; and

9.1.1.2. all other sums due from Buyer to the Company on any account whatsoever; and

9.1.2. Buyer resells those Goods, in which case title to those Goods resold shall pass to Buyer at the time specified in Condition 9.3.

9.2. Until title to the Goods has passed to Buyer, Buyer shall:

9.2.1. store the Goods in such a way that they are readily identifiable as the property of the Company;

9.2.2. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

9.2.3. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery and provide the Company with a copy of such policy of insurance on request; and

9.2.4. give the Company such information relating to the Goods as the Company may require from time to time.

9.3. Subject to Condition 9.4, Buyer may resell or use the Goods in the ordinary course of business (but not otherwise) before the Company receives payment for the Goods. However, if Buyer resells the Goods before that time:

9.3.1. it does so as principal and not as the Company’s agent; and

9.3.2. title to those Goods shall pass from the Company to Buyer immediately before the time at which resale by Buyer occurs.

9.4. At any time before title to the Goods passes to Buyer, the Company may:

9.4.1. by notice in writing, terminate Buyer’s right under Condition 9.3 to resell the Goods or use them in the ordinary course of its business; and

9.4.2. require Buyer to deliver up all the Goods in its possession that have not been resold, or irrevocably incorporated into another product and if Buyer fails to do so promptly, enter any premises of Buyer or of any third party where the relevant Goods are stored in order to recover them.

9.5. The Company may at any time without notice inspect or recover possession of the Goods which are the property of the Company and Buyer grants to the Company an irrevocable licence to enter for that purpose any premises then occupied by Buyer. Where the Goods are held in premises not owned or controlled by Buyer, Buyer shall take all necessary steps to alert the owner and controller of such premises to the Company’s rights under this Condition 9.5 and oblige the owner and controller of such premises to agree to such terms as to allow the Company to inspect or recover possession of the Goods in the circumstances permitted under this Condition 9.5.

9.6. The Company shall be entitled to maintain an action for the price of the Goods, notwithstanding that the title in them has not passed to Buyer.

10. LIABILITY

10.1. Nothing in these Conditions shall limit or exclude the Company's liability for:

10.1.1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

10.1.2. fraud or fraudulent misrepresentation;

10.1.3. breach of the terms implied by section 12 of the Sale of Goods Act 1979; or

10.1.4. any matter in respect of which it would be unlawful for the Company to exclude or restrict liability.

10.2. Subject to Condition 10.1,

10.2.1. the Company shall under no circumstances be liable to Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract made between Buyer and the Company; and

10.2.2. the Company's total liability to Buyer in respect of all other losses arising under or in connection with any such contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods under such contract.

11. TERMINATION

11.1. The Company shall have the right to cancel all or any contracts with Buyer or withhold delivery of any Goods if:

11.1.1. Buyer fails to pay any monies owning to the Company by the due date;

11.1.2. Buyer commits a material breach which is incapable of remedy of any of the provisions of these Conditions;

11.1.3. Buyer commits a material breach which is capable of remedy of any of the provisions of these Conditions and Buyer has failed to remedy such breach within 7 Business Days of the date of receipt from the Company of a notice specifying the breach and requiring it to be remedied;

11.1.4. Buyer becomes subject to any voluntary arrangement, is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986, has a receiver, manager, administrator or administrative receiver appointed over its assets, undertakings or income, has passed a resolution for its winding-up, or has a petition presented to any Court for its winding-up or for an administration order or suffers any similar or analogous proceedings in any jurisdiction;

11.1.5. Buyer has any distraint, execution or other process levied or enforced on any of its property;

11.1.6. Buyer is dissolved or ceases or threatens to cease to trade;

11.1.7. Buyer’s financial position deteriorates to the extent to reasonably justify in the Company’s opinion that Buyer’s ability to give effect to the terms of a contract is in jeopardy;

11.1.8. it is the Company’s reasonable belief that the Buyer is about to become subject to any of the events listed in Conditions 11.1.4 to 11.1.6 (inclusive); or

11.1.9. Buyer brings the reputation of the Company into serious disrepute or otherwise causes the Company to suffer material adverse publicity and following receipt from the Company of a notice informing Buyer that this is the case, Buyer has failed to remedy the matter, event or circumstance which caused or resulted in such serious disrepute or material adverse publicity within 22 Business Days of the date of such notice.

11.2. Termination of any contract between the Company and Buyer howsoever arising shall not affect any of the rights, remedies obligations and liabilities of either the Company or Buyer that have accrued as at termination and Conditions 9, 10, and 21 will continue to be enforceable notwithstanding termination.

12. INTELLECTUAL PROPERTY

12.1. Except as otherwise agreed in writing by the Company, Buyer shall have no rights in respect of any intellectual property rights used by the Company in relation to the Goods or the associated goodwill.

12.2. Buyer shall not:

12.2.1. use in relation to the Goods any trade marks or names other than the Company’s trade marks without obtaining the prior written approval of the Company;

12.2.2. use any trade marks or names so resembling the Company’s trade marks as to be likely to deceive or cause confusion;

12.2.3. make any modifications to the Goods or their packaging;

12.2.4. alter, remove or tamper with any trade marks, numbers or other means of identification used on or in relation to the Goods; or

12.2.5. apply to register any of the intellectual property rights of the Company nor any trade marks or trade names so nearly resembling the Company’s trade marks as to be likely to deceive or cause confusion.

12.3. Buyer shall immediately inform the Company on becoming aware of:

12.3.1. any relevant fact which may affect the Company's intellectual property rights or reputation or cause the Company to suffer material adverse publicity;

12.3.2. any counterfeit of the Goods; and

12.3.3. any infringement of the intellectual property rights of the Company.

12.4. Buyer shall not acquire or be entitled to claim any right, title or interest to the Company’s trade marks or trade name by virtue of the rights granted in these Conditions.

12.5. Buyer shall indemnify the Company and keep the Company indemnified against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Company arising out of or in connection with the Company using any drawing, design or specification supplied by Buyer in respect of Bespoke Goods.

13. CONFIDENTIALITY

13.1. Each of Buyer and the Company undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, including in relation to these Conditions and any contract between Buyer and the Company, except as permitted by Condition 13.2.

13.2. Each of Buyer and the Company may disclose the other party's confidential information:

13.2.1. to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with these Conditions. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this Condition 13.2; and

13.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

13.3. Neither Buyer nor the Company shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with these Conditions.

14. WAIVER

14.1. None of the provisions of these Conditions shall be deemed to have been waived by any act or acquiescence, but only by an instrument in writing. No waiver of any provision of these Conditions shall constitute a waiver of any other provision or of the same provision on another occasion.

15. ASSIGNMENT

15.1. Buyer shall not assign or transfer or purport to assign or transfer any contract to which these Conditions apply or the benefit thereof to any other person.

16. SEVERANCE

16.1. If any Condition or part of any Condition shall become or shall be declared by any court of competent jurisdiction to be invalid or unenforceable in any way, such invalidity or unenforceability shall in no way impair or affect any other Condition or part of any Condition all of which shall remain in full force and effect.

17. NOTICES

17.1. Any notice required or authorised to be given under these Conditions shall be in writing and may be served:

17.1.1. by first class recorded delivery post to the party’s registered address; or

17.1.2. by email at such email addresses as set out on the account opening form provided by the Company and completed by Buyer.

17.2. In proving service of any notice under these Conditions it shall be sufficient to prove:

17.2.1. in the case of a notice sent by recorded delivery post, that the envelope containing the notice was properly addressed to the address last known to the party giving the notice; and

17.2.2. in the case of a notice sent by email, that the notice was successfully transmitted to the email address as the recipient may designate from time to time by notice given in accordance with the provisions of this Condition 17.

17.3. Notices shall be deemed served:

17.3.1. in the case of a notice sent by recorded delivery post, on the fourth Business Day following the day of posting;

17.3.2. in the case of a notice sent by email, one hour after transmission, or if not sent on a Business Day, on the next Business Day.

18. FORCE MAJEURE

18.1. The Company reserves the right to:

18.1.1. defer the date of delivery;

18.1.2. cancel the contract; or

18.1.3. reduce the volume of the Goods ordered by Buyer (without liability to Buyer),

if it is prevented from or delayed in the carrying on of its business due to a Force Majeure Event (as defined in Condition 18.3) provided that, if the Force Majeure Event in question continues for a continuous period of 10 Business Days, Buyer shall be entitled to give not less than 5 Business Days' notice in writing to the Company to terminate the contract and in such circumstances Buyer shall pay for all Goods supplied to the date of such termination, such payment to be made in accordance with Condition 6.1.

18.2. If the Company is prevented from delivering part of the Goods by reason of a Force Majeure Event, the Company shall deliver and Buyer shall take and pay for such part of the Goods as the Company shall be able to deliver in accordance with the contract. The Company shall be entitled to deliver the Goods in one or more consignments unless otherwise expressly agreed.

18.3. A “Force Majeure Event” means the occurrence of any event beyond the Company's reasonable control including, without limitation, strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics, pandemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.

18.4. If the Company has contracted to provide identical or similar goods to more than one Buyer and is prevented from fully meeting its obligations by reason of any of the causes referred to in Condition 18.3, the Company may determine which contracts it will honour and to what extent at its own discretion.

19. APPLICABLE LAWS

19.1. Each of the Company and Buyer shall comply with all applicable laws in respect of the sale and purchase of the Goods, including in respect of laws relating to data protection.

20. COMPLAINTS

20.1. Buyer shall notify the Company of any complaints it may have in respect of the sale and purchase of the Goods in writing in accordance with Condition 17.

21. GOVERNING LAW AND JURISDICTION

21.1. These Conditions and any contract between Buyer and the Company shall be governed by and construed in accordance with the law of England and Wales.

21.2. The courts of England and Wales shall have exclusive jurisdiction in respect of any claim or matter arising out of or in connection with these Conditions and any contract between Buyer and the Company and that accordingly any proceedings in respect of any such claim or matter shall be brought in such courts.