Terms and Conditions
Mentor Distribution Limited
Terms & Conditions of Sale
Revision May 2023
GENERAL TERMS AND DEFINITIONS
“Company” means Mentor Distribution Limited.
“Buyer” means the company or its representative ordering or buying the Goods.
“Goods” means the Goods or product on the order of sale.
No contract for the sale of the Goods shall exist until the order has been accepted by the Company.
1 PRICE
1.1 The price quoted excludes VAT (unless otherwise stated). VAT will be charged at the rate applying at the time of delivery.
1.2 The Company’s quotations lapse after 48 hours (unless otherwise agreed).
1.3 The price quoted excludes delivery (unless otherwise stated).
1.4 Unless otherwise stated, the price quoted is an illustrative estimate only and the price charged will be the Company’s price current at the time of delivery.
1.5 Rates of tax and duties on the Goods will be those applying at the time of delivery.
1.6 At any time before delivery, the Company may adjust the price to reflect any increase in the Company’s costs of supplying the Goods including any changes in currency exchange rates and delivery dates or times.
2 DELIVERY
2.1 All delivery times quoted are estimates only.
2.2 If the Company fails to deliver within a reasonable time, the Buyer may (by informing us in writing) cancel the contract, however:
2.2.1 the Buyer may not cancel if the Company receives the Buyer’s notice after the Goods have been dispatched; and
2.2.2 if the Buyer cancels the contract, the Buyer can have no further claim against us under that contract.
2.3 If the Buyer accepts delivery of the Goods after the estimated delivery time, it will be on the basis that the Buyer has no claim against us for delay (including indirect or consequential loss or increase in the price of the the Goods).
2.4 The Company may deliver the Goods in instalments. Each instalment is treated as a separate contract.
3 DELIVERY AND SAFETY
3.1 The Company may decline to deliver if:
3.1.1 it believes that it would be unsafe, unlawful or unreasonably difficult to do so; or
3.1.2 the premises (or the access to them) are unsuitable for the delivery vehicle.
4 DELIVERY AND RISK
4.1 The Goods are at the Buyers risk from the time of delivery.
4.2 Delivery takes place either:
4.2.1 at the Company’s premises (if the Buyer is collecting it or arranging carriage) or
4.2.2 from the time of delivery to the Buyer (if the Company is arranging carriage).
4.3 The Buyer must inspect the Goods immediately upon delivery. If any of the Goods are damaged during delivery, the Buyer must inform the carrier at the time of delivery and sign for the Goods as damaged. The Supplier shall have no liability in respect of claims in respect of shortages or picking errors or damage in transit unless the Buyer informs the Company’s customer services department of such shortages or picking errors or damage by e-mail to support@first-desktop.co.uk within 2 working days after delivery. For damage claims, the email should include pictures of all 4 sides of the box, the internal packaging including polystyrene and plastic bags, any damage to the box (up close) and to the screen itself (up close) and a close-up of the shipping label. The Company’s receipt of such a claim does not constitute the Company’s acceptance of any liability. The Company shall have no liability in respect of claims for shortages or damages in transit if the Buyer or its representative has signed for the Goods as being received either unchecked or in good condition.
4.4 The Company shall not be liable for any non-delivery of Goods (even if caused by the Company’s
negligence) unless the Buyer informs the Company’s customer services department of such non-delivery by e-mail to support@first-desktop.co.uk within 2 working days of the expected delivery date.
4.5 Any liability of the Company for shortages or picking errors or damage in transit shall be limited to replacing the missing or wrongly picked or damaged Goods within a reasonable time or issuing a credit note at the Company’s discretion. The Buyer shall return to the Company, promptly upon request, and in accordance with the Company’s returns policy set out in clause 9, any Goods that have been incorrectly delivered.
4.6 The Buyer must give the Company 30 days’ notice before the requested shipping date of any change the Buyer wishes to make to the delivery schedule. The Company may impose a charge to reflect the Company’s increased costs if the buyer does not do so.
5 CREDIT AND PAYMENT TERMS
5.1 The Buyer is to pay the Company in full upon placing the order, by cleared funds, unless The Buyer has an approved credit account.
5.2 If the Buyer has an approved business credit account, payment is due by cleared funds no later than 30 days after the date of the Company’s invoice unless otherwise agreed in writing.
5.3 The Company’s invoices are dated with the date of despatch.
5.4 If the Buyer fails to pay the Company in full on the due date:
5.4.1 the Company may suspend or cancel future deliveries.
5.4.2 the Company may cancel any discount offered to The Buyer.
5.4.3 the Buyer must pay the Company interest at a rate equivalent to that set for the purposes of s5 of European Communities (Late Payment in Commercial Transactions) Regulations 2012:
A) calculated (on a daily basis) from the date of the Company’s invoice until payment.
B) compounded on the first day of each calendar month; and
C) before and after any judgement (unless the court orders otherwise).
5.5 If the Buyer has an approved credit account, the Company may withdraw it or reduce the Buyer’s credit limit or bring forward the Buyer’s due date for payment. The Company may do any of those at any time without notice.
5.6 The Buyer does not have the right to set off any money that the Buyer may claim from the Company against anything the Buyer may owe to the Company.
5.7 While the Buyer owes the Company money, then the Company has a lien on any of the Buyer’s property in the Company’s possession.
5.8 The Buyer is to indemnify the Company in full and hold the Company harmless from all expenses and liabilities the Company may incur (directly or indirectly and including legal costs on an indemnity basis) following any breach by the Buyer of any of the Buyer’s obligations under these terms.
6 RETENTION OF TITLE
6.1 Until the Buyer pays all debts to the Company:
6.1 1 all the Goods supplied by the Company remains the Company’s property.
6.1.2 the Buyer must store it so that it is clearly identifiable as the Company’s property.
6.1.3 the Buyer must insure it (against the risks for which a prudent owner would insure it) and hold the policy on trust for the Company.
6.1.4 title to the Goods will not pass until all sums due under any contracts have been paid. The Buyer is obligated to keep all sale proceeds of the Goods in a separate fiduciary account until payment for the said Goods has been made in full.
6.1.5 despite the Company’s all-sums retention of title clause, the Company has the right to take legal proceedings to recover the price of the Goods supplied should the Buyer not pay the Company by the due date.
6.1.6 the Buyer is not the Company’s agent. The Buyer has no authority to make any contract on the Company’s behalf or in the Company’s name.
6.1.7 the Buyer may use the Goods and sell it in the ordinary course of the Buyer’s business, but not if:
A) the Company revoke that right (by informing The Buyer in writing); or
B) the Buyer becomes insolvent.
6.2 The Buyer must inform the Company (in writing) immediately if the Buyer becomes insolvent.
6.3 If the Buyer’s right to use and sell the Goods ends, the Buyer must allow the Company to remove the Goods.
6.4 The Company has the Buyer’s permission to enter any premises where the Goods may be stored:
6.4.1 at any time, to inspect it and
6.4.2 after the Buyer’s right to use and sell it has ended, to remove it, using reasonable force if necessary.
7 WARRANTIES
7.1 Warranty periods for each product are obtainable on request.
7.2 The Company warrants that the Goods:
7.2.1 comply with its description on the data sheet.
7.2.2 is free from material defect at the time of delivery (only if the Buyer complies with clause 4.3).
7.3 The Company gives no other warranty (and exclude any warranty, term or condition that would otherwise be implied) as to the quality of the Goods or its fitness for any purpose.
7.4 If the Buyer believes that the Company has delivered Goods which are defective in materials or workmanship, the Buyer must:
7.4.1 inform the Company (in writing), with full details, within 14 days; and
7.4.2 allow the Company to investigate (the Company may need access to the Buyer’s premises and product samples).
7.5 If the Goods are found to be defective in material or workmanship (following the Company’s investigations, and the Buyer has complied with those conditions (in clause 7.3) in full, The Company will (at its option) replace the Goods or issue a credit note against the original invoice.
7.6 The Company is not liable for any other loss or damage (including indirect or consequential loss, financial loss, loss of profits or loss of use) arising from the contract or the supply of the Goods or its use, even if the Company is negligent.
7.7 In any event the Company’s total liability to the Buyer for all claims is limited to damages equal to the price of the Goods.
7.8 Nothing in these terms restricts or limits the Company’s liability for death or personal injury resulting from negligence.
8 SPECIFICATION
8.1 If the Company prepares the Goods in accordance with The Buyer’s specifications or instructions, the Buyer must then ensure that the specifications or instructions are accurate. The Buyer must ensure that the Goods prepared in accordance with those specifications or instructions will be fit for the purpose for which the Buyer intends to use the Goods.
9 RETURN OF THE GOODS
9.1 The Company will accept the return of the Goods (except for service) from the Buyer only:
9.1.1 by prior arrangement (confirmed in writing);
9.1.2 on payment of an agreed handling charge equal to a minimum of 15% of the order value with the relevant Goods involved (unless the Goods were defective when delivered); and
9.1.3 where the Goods are fit for sale on its return as it was on delivery.
9.2 All the Goods returned (whether in or out of warranty) must be returned under a Return Material Authorisation (RMA) obtained by emailing the relevant details to support@first-desktop.co.uk. The RMA must not be written on the outside of the packaging by the Buyer and the Company may refuse to accept any such package received without an RMA.
10 EXPORT TERMS
10.1 Clause 10 of these terms shall apply to exports except where inconsistent with any written agreement between the Buyer and the Company.
10.2 Where the Goods are supplied by the Company to the Buyer by way of export from Ireland then the ‘Incoterms’ of the International Chamber of Commerce which are in force at the time of the date when the contract is made shall apply.
10.3 If there is any conflict between the Incoterms and the terms in these terms of trading then these terms shall prevail.
10.4 The Buyer is responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties and taxes due.
10.5 Unless otherwise agreed between the Buyer and the Company the Goods shall be delivered F.C.A. (free carrier) at the Company’s premises.
10.6 The Buyer is responsible for arranging the testing and inspection of the Goods at the Company’s premises before shipment except where otherwise agreed. The Company is not liable for any defect in the Goods which would be apparent on inspection unless a claim is made before shipment.
10.7 Payment of all amounts due to the Company shall be made by as stipulated by the Company.
10.8 The Company shall have no liability for death or personal injury arising from the use of the Goods where the Goods are to be delivered in the territory of another State.
11 CANCELLATION
11.1 If the order is cancelled (for any reason) the Buyer is then to pay the Company for all stock (finished or unfinished) that the Company may then hold (or to which the Company is committed) for the order.
11.2 The Company may suspend or cancel the order, by written notice if:
11.2.1 the Buyer fails to pay the Company any money when due (under the order or otherwise);
11.2.2 the Buyer becomes insolvent.
11.2.3 the Buyer fails to honour the Buyer’s obligations under these terms.
11.3 the Buyer may not cancel the order unless the Company agrees in writing (and clause 11.1 then applies).
12 WAIVER AND VARIATIONS
12.1 Any waiver or variation of these terms is binding in honour only unless:
12.1.1 made (or recorded) in writing.
12.1.2 signed on behalf of each party, and
12.1.3 expressly stating an intention to vary these terms.
12.2 All orders that the Buyer places with the Company will be on these terms (or any that the Company may issue to replace them). By placing an order with the Company, the Buyer is expressly waiving any printed terms the Buyer may have to the extent that they are inconsistent with the Company’s terms.
13 FORCE MAJEURE
13.1 If the Company is unable to perform its obligations to the Buyer (or able to perform them only at unreasonable cost) because of circumstances beyond the Company’s control. The Company may then cancel or suspend any of the Company’s obligations to the Buyer, without liability,
13.2 Examples of those circumstances include acts of God, accidents, pandemics, explosions, fires, transport delays, strikes and other industrial disputes and difficulty in obtaining supplies.
14 GENERAL
14.1 If the Buyer is more than one person, each person has joint and several obligations under these terms.
14.2 The Company may treat the Buyer as insolvent if:
14.2.1 the Buyer is unable to pay the Buyer’s debts as they fall due; or
14.2.2 the Buyer (or any unpaid items at the Buyer’s property) becomes the subject of:
A) any formal insolvency procedure (examples of which include receivership, liquidation, administration, voluntary arrangements {including a moratorium} or bankruptcy).
B) any application or proposal for any formal insolvency procedure; or
C) any application, procedure, or proposal overseas with similar effect or purpose.
14.3 All brochures, catalogues and other promotional materials are to be treated as illustrative only. Their contents form no part of any contract between the Buyer and the Company.
14.4 Any notice by either the Company or the Buyer which is to be served under these terms may be served by leaving it at or by delivering it to (by first class post or by email) the other’s registered office or principal place of business. All such notices must be signed.
14.5 No contract will create any right enforceable by any person not identified as the Buyer or the Company.
15 TAX COMPLIANCE
15.1 The Company on occasions run promotions either on its own behalf, or in conjunction with commercial partners. Any tax liabilities which arise because of these promotions lies directly with the Buyer not with the Company, the onus is on the Buyer to declare these benefits to the relevant local tax office.
15.2 All undertakings relating to the Company and its staff shall be entered into on the basis that they are in compliance with tax regulations pertaining to the Republic of Ireland. Any undertaking, including but not limited to, promotions and incentive activities, which do not comply with the relevant tax regulations shall be rejected by the Company and shall be deemed to have been null and void from inception. Any incentive offered to staff of the Company without the prior written approval of the Company shall be deemed voidable by the Company.
16 INTELLECTUAL PROPERTY RIGHTS
16.1 The Buyer shall be responsible for any infringement with regard to patent, utility, model, trademark, design, copyright or other intellectual property right in any country without exception when such infringement is due to the Company having followed the design or instruction furnished by the Buyer. The Buyer shall be liable for and indemnify the Company against all loss, damages and expenses suffered or incurred by the Company as a result of any such infringement. In case any dispute and/or claim arises in connection with the above infringement, the Company reserves every and all rights to cancel and make null and void the contract at its discretion and hold the Buyer responsible for any loss caused thereby to the Company. Nothing herein contained shall be construed as transferring any patent, utility model, trademark, design or copyright in the Goods or in any product that the Goods can produce, and all such rights are to be expressly reserved to the true and lawful owners thereof.
17 PASS-THRU OF TERMS OF CODE OF PRACTICE
17.1 The Company has signed up to follow a code of practice which covers expected standards in the following areas:
- Bribery & Corruption
- Confidential information
- Competition Law
- Conflict minerals
- Data Protection
- Employment, Health & Safety and Human Rights
- Environmental Protection
- Export Controls & Embargoes
- Intellectual Property
- Product Safety and Labelling
By accepting these Terms and Conditions of sale, the Company expects that the Buyer will also respect the policies and will not take any action that might contravene this Code.
18 GOVERNING LAW AND JURISDICTION
18.1 Irish law is applicable to any contract made under these terms. If there is a dispute or claim arising out of these terms, the Buyer and the Company shall irrevocably submit to the exclusive jurisdiction of the Irish courts.
19 SEVERABILITY
19.1 If any provision of these Conditions is held by a court or other 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. If it would be valid or enforceable if amended, it will be treated as so amended.