Terms & Conditions (Business to Business)

1.     PARTIES — In these conditions the term “MODUS” shall mean Modus Gauges Limited and any of its subsidiary companies and its successors in title and the expression buyer shall mean the buyer of the goods ordered from MODUS.
2.     GENERAL — All quotations are made, and all orders are accepted, subject to the following terms and conditions, and no variation thereof will be recognised unless agreed in writing between the two parties.
3.     VALIDITY — Unless previously withdrawn, all quotations are open for acceptance within thirty days only, from the date thereof, and are subject to confirmation at the time of such acceptance.
4.     PRICES — All prices quoted or published by MODUS are excluding VAT and subject to alteration without prior notice. In the case of accepted orders the buyer shall have the option of withdrawing from the transaction if he is unwilling to accept the alteration provided that manufacture of the goods covered by the order has not commenced, in which event clause 7Cancellation and Return of Goods shall apply. Neither party shall have any claim against the other arising from the buyer’s withdrawal in these circumstances except where clause 7applies.
5.     CURRENCY FLUCTUATIONS — All quotations are based on the exchange rate current at the time or indicated in the quotation. Notwithstanding the buyer’s option under clause 4, MODUS reserve the right to alter or withdraw quotations should the exchange rate change by +/-5% or more.
6.     PAYMENT — The buyer shall pay for the goods delivered within 30 days after the date of MODUS invoice for the same unless otherwise agreed in writing between MODUS and the buyer and MODUS shall be entitled to charge interest at its discretion at the rate 5% per annum above bonk rate applicable from time to time on any sum outstanding on any such invoice after the expiration of the said 30 days.
7.     CANCELLATION AND RETURN OF GOODS — Orders for goods that are not MODUS standard products are only accepted on the condition that cancellation or return cannot be accepted by MODUS. Cancellation of orders for, or return of, current standard products cannot be accepted without the previous consent of MODUS in writing, and in all cases a handling charge will be levied.
lf the buyer should default in or commit a breach of the contract or any part of their obligations due to whatever reason MODUS reserve the right to terminate any contract subsisting without prejudice to any claim or right MODUS may otherwise make or exercise.
8.     DELIVERY — Any time or date indicated is an estimate only, and MODUS shall not be liable for:
a)    The consequence of any delay, nor in the event of delay in delivery for any reason whatsoever, shall the buyer be entitled to cancel the order.
b)    Any delivery charges. Unless otherwise specified in writing by MODUS prices quoted exclude delivery charges.
c)    Method of delivery. Any method of delivery used will be at the option of MODUS and will be charged extra at the scale charge ruling at the date of despatch.
9.     ACCEPTANCE — The acceptance of any MODUS tender/ quotation must be accompanied by sufficient information to enable MODUS to proceed with the order forthwith, otherwise MODUS reserves the right to renegotiate the price to include any subsequent increase in costs.
No contract is deemed to be effected until acknowledged by MODUS in writing.
10.   DAMAGES, SHORTAGES OR LOSS — No claim for damage in transit, shortage of delivery or loss of goods will be entertained unless, in the case of damage in transit or shortage of delivery a separate notice in writing is given to the carrier concerned and to MODUS within three days of receipt of the goods, followed by a complete claim in writing within ten days of receipt of goods and in the case of loss of goods, notice in writing is given to the carrier concerned and to MODUS and a complete claim in writing made within seven days of the date of consignment. Where goods are accepted from the carrier without being checked, the delivery book of the carrier must be signed “not examined”.
11.   SPECIFICATIONS — Where specifications are to be supplied, the buyer shall supply such specifications in reasonable time to enable MODUS to complete delivery within the estimated period. Any unreasonable delay in submitting such specifications by the buyer shall be deemed to and be additive to any delays beyond the estimated period.
12.   SPECIFIED MATERIAL — Where a buyer’s order involves purchase of material from an external specified or non-specified supplier, any responsibility for the delay in delivery caused by such supply shall rest with the buyer.
13.   PERFORMANCE — Any performance figures given by MODUS are based upon experience and are such that MODUS expects to obtain on test. MODUS will accept no responsibility if those figures are not obtained in particular application unless they specifically guarantee them under an agreed sum, as liquidated damages, subject to the recognised tolerances and rejection limits applicable to such figures.
MODUS are to be given reasonable time to comply with the terms of the guarantee but otherwise the buyer assumes responsibility for the capacity and performance of the goods being sufficient and suitable for their purposes.
No condition is made or to be implied nor is any warranty given or to be implied that the goods supplied will be suitable for any particular purpose or for use under any specific conditions.
14.   INDEMNITY — The buyer shall indemnify MODUS against all damages, penalties, costs and expenses to which MODUS may become liable as a result of work done in accordance with the buyer’s specification which involves infringement of any letters of patent or registered design.
MODUS does not accept liability for any consequential loss incurred due to incorporation of supplied goods into other products.
15.  ARBITRATION — Any dispute or difference whatsoever that arises under the contract shall be referred to an arbitrator/s to be agreed between the parties, or in default of an agreement, to the President of the Law Society for the time being, and his or their decision shall be binding on bath thereof.
16.  OWNERSHIP — MODUS and the buyer expressly agree that until MODUS have been paid in full for the goods comprised in this or any other sale contract between them:
a)  the goods comprised in this contract remain the property of MODUS (although the risk therein passes to the buyer at the point when delivery begins).
b)  MODUS, may recover those goods at any time from the buyer if in his possession, if the amount outstanding from the buyer to MODUS in respect of goods, supplied shall remain unpaid after the due date  for payment has passed, and for that purpose MODUS, it’s servants and agents may reasonably enter upon any land or building upon which the goods are situated.
c)  the buyer has the right to dispose of the goods in the course of his business for the account of MODUS (but any warranties, conditions or representation given or made by the buyer or any third party shall not be binding on MODUS who shall be indemnified by the buyer with respect thereto) and pass good title to the goods to his customer being a bona fide purchaser for value without notice of MODUS rights.
d)  in the event of such disposal the buyer has the fiduciary duty to MODUS to account to MODUS for the proceeds but may retain therefrom an excess of such proceeds over the amount outstanding under this or any other sale contract between them and MODUS.
e)  if the buyer incorporates such goods into other products (with the addition of his goods or those of others) or uses such goods as material for other products (with or without such addition) the property in those other products is upon such incorporation or use ipso facto transferred to MODUS and the buyer as bailee of them for MODUS will store the some for MODUS, in the event of such incorporation or use as is envisaged by this subclause, the provisions of subclause 16 (b) to (d) above shall apply, mutatis mutandis, to those products in place of the goods.
17.   LAW APPLICABLE — These conditions and the contract shall be  subject to and construed in accordance with English Law.
18.   PRODUCT IMAGERY — All images used are of actual product where available.  Due to continuous product development supplied products may differ from image shown.


Certificate No. 1207

Modus Gauges Limited
Unit 4C Woodhall Business Park
Sudbury Suffolk
CO10 1WH
United Kingdom

Tel: +44 (0) 1787 882038
Fax: +44 (0) 1787 882039
Email: info@modusgauges.com

VAT: GB 570443256
Registered in England No. 2485646
Registered Office & Trading address as shown

Privacy | Ordering | B2B T&C's | FAQ's

© Modus Gauges Limited , All rights reserved