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Terms & Conditions of Sale | Terms & Conditions of Purchase | Website Terms & Conditions

Terms & Conditions of Sale

“Buyer” means the person or company to whom a Quotation is addressed or who purchases Products or Services from MK Test Systems Ltd. (hereafter MK).

1. Applicable terms and conditions

These Terms and Conditions (these Terms) exclusively control any sale between MK and Buyer. MK expressly rejects any alternative terms and conditions set forth in any of Buyer’s forms. These Terms prevail over any of Buyer’s general terms and conditions of purchase regardless whether or when Buyer has submitted its purchase order or such terms. Fulfilment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend these Terms

2. Quotations

Buyer acknowledges that a Quotation will be construed as an invitation to Buyer to purchase products or services subject to the specifications and any special terms as defined in the quotation. Buyer’s order will be construed as an offer to purchase products or services subject to these terms and conditions of sale and any additional special terms in the applicable quotation.

3. Confidentiality & copyright

All information included in a Quotation or Contract is confidential information and must not be disclosed by Buyer to any other person without the written consent of MK.

All drawings, specifications, illustrations, photographs or logos included in a Quotation or Contract are subject to copyright and must not be reproduced in whole or in part without the express written consent of MK.

4. Order acceptance

MK reserves the right to accept or refuse, in its sole discretion, any offer to purchase or order by a Buyer.

5. Changes

If Buyer at any time makes changes within the general scope of any order and if any such changes cause an increase or decrease in the cost of, or the time required for the performance of any purchase order or any other order affected by such change, an equitable adjustment in the price, the delivery schedule or both shall be made and such order shall be modified accordingly. No change shall be actioned by MK until the adjustment to order is made by Buyer and accepted by MK.

6. Shipment

Shipment terms are in accordance with Incoterms 2010. Shipment generally will be accomplished Ex Works MK plant. Where delivery is offered by MK, terms shall be strictly DAP. For avoidance of doubt, DAP terms require Buyer to arrange import clearance and to pay all import taxes and duties due. Delivery is accomplished when shipment under Incoterms 2010 is completed for any MK product.

7. Delivery

Delivery will be accomplished within the time specified on the face of the acknowledgment or if no time is specified within the normal lead time necessary for MK to deliver its products in question. MK reserve the right to deliver individual line items from any order where that line item can be delivered complete, Buyer agrees to accept such part shipment. Where delivery is dependent on a milestone event including but not limited to drawing approval by Buyer, specification approval by Buyer, or material delivered by Buyer, any delay in accomplishing such milestone shall result in an extension of order delivery time at least equal to that delay. MK expressly reject any liability for loss of Buyer’s production, consequential losses, or other costs caused by any delay in delivery.

8. Force majeure

MK shall not be liable for, nor be deemed to have defaulted or breached these Terms or an agreement with Buyer, for any delay in, or impairment of, performance resulting in whole or in part from any force majeure event, including but not limited to acts of God, labour disruptions, acts of war, acts of terrorism (actual or threatened), governmental decrees or controls, insurrections, epidemics, quarantines, shortages, communication or power failure, fire, accident, inability to ship products or obtain permits and licenses, inability to procure supplies or raw materials, severe weather conditions, catastrophic events, or any other circumstance or cause beyond the reasonable control of MK in the conduct of its business.

9. Payments

Payment terms are strictly 30 days from the date of the invoice, unless otherwise agreed or specified in writing by MK or offered in an MK quotation. In the event that payments under any order are not made in a timely manner MK may either: (1) declare Buyer’s performance in breach and terminate any other order for default, (2) withhold future shipments or services under any order until delinquent payments are made, (3) deliver future shipments under any order on a C.O.D. or cash in advance basis even after the delinquency is cured, (4) reserve the right to claim interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998 or (5) combine any of the above rights and remedies as are practicable and permitted by law. Nothing herein shall waive any other rights or remedies of MK permitted by law or set forth in this or any other order between Buyer and MK and all rights and remedies set forth herein shall be considered cumulative with all other available rights and remedies.

10. Inspection & acceptance

Buyer shall inspect and accept any products delivered immediately after Buyer takes custody of such products. In the event the products do not meet the drawings, designs, and/or specifications as provided by MK and specified in the order, Buyer shall notify MK of such noncompliance in writing and give MK a reasonable opportunity to correct any such noncompliance. Buyer shall be deemed to have accepted any products delivered and to have waived any such noncompliance in the event a written notification that the products delivered do not comply with the drawings, design, and/or specifications, is not received by MK within 10 days after Buyer takes custody of the products delivered.

11. Insolvency; assignment

MK may cancel the whole or any part of any order in the event of the suspension of Buyer’s business, insolvency of Buyer, declared bankruptcy of Buyer, arrangement of liquidation proceedings involving or affecting Buyer or any assignment for the benefit of creditors of Buyer or receivership that Buyer places itself in or may be placed in. Such cancellation shall be deemed a cancellation for default of Buyer. Buyer shall not assign any of its rights or delegate any of its obligations under these Terms or any contract relating thereto without the prior written consent of MK. Any purported assignment or delegation in violation of this section is null and void. No assignment or delegation relieves Buyer of any of its obligations under these Terms.

12. Taxes

Unless otherwise specifically stated in writing by MK, prices quoted by MK do not include sums necessary to cover any taxes or duties including but not limited to Local Government, Regional, Federal, State, Municipal excise, sales or use taxes or import duties upon the production, sale, distribution, or delivery of equipment or furnishing of service hereunder. Any taxes or duties that are due and owing shall be paid by Buyer. Accordingly, MK reserves the right to revise any contract between itself and others to include any and all taxes or duties that may become due and MK may involve Buyer for said additional amount. This cause shall survive the acceptance and complete performance of any order.

13. Set-off

All moneys owed under any order shall be due and payable in accordance with these terms and conditions, and Buyer is prohibited from setting off said sums due to MK under this order from sums, whether liquidated or not, that are or may be due to Buyer which arise out of a different transaction with MK, its divisions, subsidiaries or affiliates.

14. Risk of loss

Risk of loss or damage to MK Products shall remain with MK only until the first to occur of the following events: (a) the passing of title to the Products to the Customer; (b) delivery of the Products in accordance with Incoterms 2010 (c) the Products otherwise leaving MK’s premises at the request of the Customer; (d) the expiration of ten (10) Business Days from the date of notification by MK to the Customer that the Products are ready for delivery and thereafter risk of loss or damage to the Products from any cause shall be the responsibility of the Customer.

15. Title

Title to the products shall not pass to Buyer until full and final payment of all amounts owing for said product is made and received by MK.

16. Non-waiver

No course of dealing of failure of MK to strictly enforce any term, right or condition of any contract shall be construed as a waiver of such term, right or condition.

17. Choice of law

The construction, interpretation and performance of any agreements entered into by Buyer and MK and all transactions under such agreements shall be governed by the laws of England.

18. Venue

England shall be the proper and exclusive venue for any actions arising out of or because of the breach of any agreement entered into with MK, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

19. Cancellation costs

In the event of cancellation of any order by Buyer, Buyer shall be liable for reasonable cancellation costs which shall not exceed the contract price for the items cancelled.

20. Dispute resolution

The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Agreement and such efforts shall involve the escalation of the dispute to the Managing Director or equivalent senior representative of each Party. If the dispute cannot be resolved by the Parties within one month of being escalated as referred to in above, the dispute may by agreement between the Parties be referred to a neutral adviser or mediator (the “Mediator”) chosen by agreement between the Parties. All negotiations connected with the dispute shall be conducted in confidence and without prejudice to the rights of the Parties in any further proceedings. If the Parties fail to appoint a Mediator within one month, or fail to enter into a written agreement resolving the dispute within one month of the Mediator being appointed, either Party may exercise any remedy it has under applicable law.

21. Responsibility for safety & training

Buyer and end users stipulate and agree that tampering with, or the improper, unsafe or unapproved operation or use of MK products can cause severe bodily injury, death, or damage to property. Buyer and end users agree to assume complete and sole responsibility for fully training and continually supervising each of their operators in the proper approved use and safe operation of all products from MK.

22. Compliance with laws

Buyer shall comply with all applicable laws, regulations and ordinances. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to operate or use the MK products. Buyer shall comply with all export and import laws of all countries involved in the sale of the products under these Terms or any resale of the products by Buyer. Buyer assumes all responsibility for shipments of products requiring any government import clearance.

23. Limited warranty

MK warrants each new product sold by it to be free from defects in material and workmanship under normal use and service. MK’s warranty is termed “return to base”. MK’s obligation under this warranty is limited to the free correction or, at MK’s option, the replacement of any such product which proves defective in normal service within 1 year (12 months) after delivery to the first user, provided that the product is returned to MK with all transportation charges prepaid and which shall appear to MK’s satisfaction, after MK’s inspection, to have been defective in material or workmanship. This warranty shall not cover any damage to any product which, in the opinion of MK, was caused by normal wear, misuse, improper operation, tampering, neglect, or accident. This warranty is in lieu of all other warranties express or implied. No warranty, express or implied, is made or authorized to be made or assumed with respect to products of MK other than those herein set forth.

24. Limitation of liability

MK is not liable for any consequential or special damage or loss of any nature or kind resulting from the use, misuse or unapproved use of any MK product, negligence, or misrepresentation. Owners and users of MK products assume full responsibility for instructing their employees and representatives in the proper, approved and safe use of MK products.

25. Severability

If any provision herein is held to be in violation of any National, Regional, Federal, State or Local statute or regulation or illegal or unenforceable for any reason, said provision shall be self-deleting without affecting the validity of the remaining provisions.

26. No third-party beneficiaries

These Terms and any contract relating thereto is for the sole benefit of the parties hereto (and thereto) and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.

27. Notice

All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of the sales confirmation or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognised overnight courier (with all fees pre-paid), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Terms, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

28. Survival

These Terms shall apply and remain in force after any termination or expiration of the associated order or agreement, except to the extent that survival of a term would, by its nature, not be possible.

29. Amendment & modification

These Terms may only be amended or modified in writing stating specifically that it amends these Terms, contains a specific section reference, and is signed by an authorised representative of each party including a Director of MK.

Terms & Conditions of Purchase

Our terms and conditions of purchase are available to download here:

Website terms & conditions

1. Introduction

These terms and conditions apply between you, the User of this Website (including any sub-domains, unless expressly excluded by their own terms and conditions), and MK Test Systems Ltd, the owner and operator of this Website. Please read these terms and conditions carefully, as they affect your legal rights. Your agreement to comply with and be bound by these terms and conditions is deemed to occur upon your first use of the Website. If you do not agree to be bound by these terms and conditions, you should stop using the Website immediately.

In these terms and conditions, User or Users means any third party that accesses the Website and is not either (i) employed by MK Test Systems Ltd and acting in the course of their employment or (ii) engaged as a consultant or otherwise providing services to MK Test Systems Ltd and accessing the Website in connection with the provision of such services.

You must be at least 18 years of age to use this Website. By using the Website and agreeing to these terms and conditions, you represent and warrant that you are at least 18 years of age.

2. Intellectual property and acceptable use

2. 1. All Content included on the Website, unless uploaded by Users, is the property of MK Test Systems Ltd, our affiliates or other relevant third parties. In these terms and conditions, Content means any text, graphics, images, audio, video, software, data compilations, page layout, underlying code and software and any other form of information capable of being stored in a computer that appears on or forms part of this Website, including any such content uploaded by Users. By continuing to use the Website you acknowledge that such Content is protected by copyright, trademarks, database rights and other intellectual property rights. Nothing on this site shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark, logo or service mark displayed on the site without the owner’s prior written permission.

2.2. You may, for your own personal, non-commercial use only, do the following:

2.2.1. retrieve, display and view the Content on a computer screen

2.2.2. download and store the Content in electronic form on a disk (but not on any server or other storage device connected to a network)

2.2.3. print one copy of the Content

2.3. You must not otherwise reproduce, modify, copy, distribute or use for commercial purposes any Content without the written permission of MK Test Systems Ltd.

3. Prohibited use

3.1. You may not use the Website for any of the following purposes:

3.1.1. in any way which causes, or may cause, damage to the Website or interferes with any other person’s use or enjoyment of the Website;

3.1.2. in any way which is harmful, unlawful, illegal, abusive, harassing, threatening or otherwise objectionable or in breach of any applicable law, regulation, governmental order;

3.1.3. making, transmitting or storing electronic copies of Content protected by copyright without the permission of the owner.

4. Registration

4.1. You must ensure that the details provided by you on registration or at any time are correct and complete.

4.2. You must inform us immediately of any changes to the information that you provide when registering by updating your personal details to ensure we can communicate with you effectively.

4.3. We may suspend or cancel your registration with immediate effect for any reasonable purposes or if you breach these terms and conditions.

4.4. You may cancel your registration at any time by informing us in writing to the address at the end of these terms and conditions. If you do so, you must immediately stop using the Website. Cancellation or suspension of your registration does not affect any statutory rights.

5. Links to other websites

5.1. This Website may contain links to other sites. Unless expressly stated, these sites are not under the control of MK Test Systems Ltd or that of our affiliates.

5.2. We assume no responsibility for the content of such Websites and disclaim liability for any and all forms of loss or damage arising out of the use of them.

5.3. The inclusion of a link to another site on this Website does not imply any endorsement of the sites themselves or of those in control of them.

6. Privacy Policy and Cookies Policy

Use of the Website is also governed by our Privacy Policy and Cookies Policy, which are incorporated into these terms and conditions by this reference.

7. Availability of the Website and disclaimers

7.1. Any online facilities, tools, services or information that MK Test Systems Ltd makes available through the Website (the Service) is provided “as is” and on an “as available” basis. We give no warranty that the Service will be free of defects and/or faults. To the maximum extent permitted by the law, we provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality. MK Test Systems Ltd is under no obligation to update information on the Website.

7.2. Whilst MK Test Systems Ltd uses reasonable endeavours to ensure that the Website is secure and free of errors, viruses and other malware, we give no warranty or guaranty in that regard and all Users take responsibility for their own security, that of their personal details and their computers.

7.3. MK Test Systems Ltd accepts no liability for any disruption or non-availability of the Website.

7.4. MK Test Systems Ltd reserves the right to alter, suspend or discontinue any part (or the whole of) the Website including, but not limited to, any products and/or services available. These terms and conditions shall continue to apply to any modified version of the Website unless it is expressly stated otherwise.

8. Limitation of liability

8.1. Nothing in these terms and conditions will: (a) limit or exclude our or your liability for death or personal injury resulting from our or your negligence, as applicable; (b) limit or exclude our or your liability for fraud or fraudulent misrepresentation; or (c) limit or exclude any of our or your liabilities in any way that is not permitted under applicable law.

8.2. We will not be liable to you in respect of any losses arising out of events beyond our reasonable control.

8.3. To the maximum extent permitted by law, MK Test Systems Ltd accepts no liability for any of the following:

8.3.1. any business losses, such as loss of profits, income, revenue, anticipated savings, business, contracts, goodwill or commercial opportunities;

8.3.2. loss or corruption of any data, database or software;

8.3.3. any special, indirect or consequential loss or damage.

9. General

9.1. You may not transfer any of your rights under these terms and conditions to any other person. We may transfer our rights under these terms and conditions where we reasonably believe your rights will not be affected.

9.2. These terms and conditions may be varied by us from time to time. Such revised terms will apply to the Website from the date of publication. Users should check the terms and conditions regularly to ensure familiarity with the then current version.

9.3. These terms and conditions together with the Privacy Policy and Cookies Policy contain the whole agreement between the parties relating to its subject matter and supersede all prior discussions, arrangements or agreements that might have taken place in relation to the terms and conditions.

9.4. The Contracts (Rights of Third Parties) Act 1999 shall not apply to these terms and conditions and no third party will have any right to enforce or rely on any provision of these terms and conditions.

9.5. If any court or competent authority finds that any provision of these terms and conditions (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of these terms and conditions will not be affected.

9.6. Unless otherwise agreed, no delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.

9.7. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.

10. MK Test Systems Ltd details

MK Test Systems Ltd is a company incorporated in England and Wales with registered number 02706775 whose registered address is ATE House, Westpark 26, Chelston, Wellington, Somerset, TA21 9AD and it operates the Website www.mktest.com. The registered VAT number is GB927126623. You can contact MK Test Systems Ltd by email to info@mktest.com.

11. Attribution

The website terms and conditions were created using a document from Rocket Lawyer (https://www.rocketlawyer.co.uk).