Terms & Conditions

TERMS AND CONDITIONS OF SALE of Molins PLC trading as Molins Tobacco Machinery (""the Seller"") of equipment and services to any customer (""the Buyer"")

1. General

1.1 These conditions of sale apply to all contracts for services and sale of equipment, accessories and related spare parts by the Seller. 
1.2 No qualification of these conditions will apply unless expressly accepted and confirmed in writing by the Seller.
1.3 These conditions, the Seller's quotation and any special conditions on the face of the Buyer's order which are accepted in writing by the Seller constitute the entire contract between the parties relating to the subject matter. 
1.4 'Sellers Equipment' means any products which the Seller contracts to sell to the Buyer (including equipment, accessories or spare parts) and Buyer's Equipment' means any equipment of the Buyer's or in the Buyer's control (including Seller's Equipment) in relation to which the Seller contracts to provide services. 'Equipment' means either Seller's Equipment or Buyers Equipment or both.

2. Performance

2.1 The Seller shall use reasonable skill and diligence in carrying out services but no warranty is given or implied that the Buyer's Equipment shall at all times operate satisfactorily without malfunction. 
2.2 Performance figures provided by the Seller are given in good faith and are based upon operating experience and, where appropriate, tests conducted in its own works, but the Buyer accepts responsibility for the capacity and performance of the Seller's Equipment being suitable for the proposed application. 
2.3 Equipment supplied by the Seller is carefully inspected and, where practicable, submitted to the Seller's standard tests prior to leaving the works.  Any further tests required by the Buyer, other than those specified in a separate supply contract, must be agreed in writing at the time of order and the costs incurred will be charged to the Buyer. 
2.4 Materials required for test purposes will be provided free of charge by the Buyer and will be representative of the Buyers normal operating materials.
2.5 Where the Seller provides a certificate of test it shall be accepted as conclusive evidence of the capacity and performance of the Equipment.

3. Buyer's responsibilities

3.1 The Buyer shall be responsible for all costs and other consequences of
3.1.1 any alterations made to the Buyer's Equipment prior to the commencement of the services and
3.1.2 the fitting of any spare parts not made or authorised by the manufacturer of the Buyer's Equipment.
3.2 The Buyer shall throughout the period of the contract:
3.2.1 take good care of the Equipment and operate it in a proper manner,
3.2.2 carry out all maintenance (other than that which the Seller contracts to undertake) which the operating instructions for the Buyer's Equipment advise should be carried out as a matter of routine on a regular basis,
3.2.3 order and pay for such consumable items as may be specified by the manufacturer or required to operate the Equipment,
3.2.4 permit Molins and any person authorised by Molins to have access to the Buyer's Equipment at all reasonable times,
3.2.5 not make any alterations or additions to the Buyer's Equipment or any part of it without Molins' prior written consent, and
3.2.6 provide such ancillary services such as uninterrupted power supplies or unskilled labour to assist with installation as may be reasonably necessary to enable the Seller to perform the services it contracts to provide.
3.3 It is Seller's policy not to supply equipment or spare parts to any Buyer shown to have used Seller's equipment for making or handling counterfeit tobacco products.  Seller reserves the right to cease doing business with any such Buyer and to cancel any outstanding order.

4. Term

4.1 Unless otherwise agreed a contract to provide services shall continue in force for a period of three years from the date of order or the date on which service commenced whichever is the earlier.
4.2 At the end of such period or of any subsequent period during which the contract is in force, the contract shall automatically be renewed for a further period of 12 months unless terminated by either party giving to the other not less than 60 days prior notice in writing to expire on the last day of the relevant contract period.
4.3 Either party may terminate the contract to provide services (but not a contract for sale of Seller's Equipment) on giving not less than thirty days notice in writing in any of the following circumstances:
4.3.1 on the other suffering or permitting a Court to enforce any Court order for unpaid debts the amount of which is unchallenged, or
4.3.2 on the other suffering or permitting a chargee to enforce any security interest upon its goods, or
4.3.3 on the commencement of the winding up or bankruptcy of the other or on the appointment of a receiver or administrator of  all or some of the other's assets or on the other ceasing to do business at any time for thirty consecutive days (other than for annual holidays), or
4.3.4 on the other failing to remedy any material breach of this agreement within such reasonable period (being not less than 30 days) as the injured party may specify by notice in writing.
4.4 Termination shall not affect the accrued rights of either party.
4.5 Where a contract to provide services is terminated by the Buyer in accordance with clause 4.3 it shall be entitled to a refund of any annual charge apportioned on a daily basis to the date of termination
4.6 Where a contract to provide services is terminated by the Seller in accordance with clause 4.3 it shall be entitled to retain the whole of any annual charge paid by the Buyer irrespective of the period to which it relates.

5. Timescales and delivery

5.1 Times quoted for commencement of services are from the latest of date of receipt of a written order, full access being given to the Buyer's site and full information being given enabling the Seller to proceed uninterruptedly.
5.2 Times quoted for delivery of Seller's Equipment are from the latest of: the date of receipt of a written order, deposit payment and full information enabling the Seller to proceed uninterruptedly and, where required, receipt of an irrevocable letter of credit with appropriate validity.  Where the Buyer requests a change either to Seller's Equipment or to the specification the delivery time shall be adjusted accordingly.
5.3 Whilst all reasonable endeavours will be made to meet the quoted service schedule or delivery the Seller shall not be liable in any manner for failure to meet the times quoted.
5.4 Delivery of Seller's Equipment is ex‑works unpacked. Risk and property in Seller's Equipment passes to the Buyer on the date on which written notice is given that it is ready for collection.  Property in the Seller's Equipment passes on receipt by the Seller of payment in full (including any retention).
5.5 Notwithstanding that delivery is ex‑works, the Seller shall at the Buyer's written request and expense and on its behalf arrange transport and insurance. The Seller shall not be liable for delay or damage in transit or non arrival of the product.

6. Delays and storage

If the Buyer fails to take delivery of any product or provide suitable forwarding instructions within 14 days of written notice of readiness for collection at the Seller's works, or requests a delay to the delivery, then the Seller's standard charges for demurrage, storage and insurance will be payable by the Buyer.

7. Accessories and spare parts

7.1 In the case of accessories or spare parts for Seller's Equipment the technical specification and parts content of the machine are assumed to conform to the bill of materials recorded at the time of original manufacture by the Seller.  Any alteration or non standard modification to the machine may affect the compatibility of accessories or parts and must be communicated to the Seller prior to order. 
7.2 Where orders are placed without further qualification of machine condition the Seller shall not be liable for any losses arising from the non compatibility of accessories or parts.

8. Extra cost

The full costs (including a reasonable profit element) arising from (a) the Buyer's instruction or lack of instruction or request for delays or (b) interruption or suspension of work or mistakes which are not within the Seller's control shall be added to the contract price and paid by the Buyer accordingly.

9. Rejection

Subject to Clause 2 of these conditions, any right that the Buyer may have to reject any product as not complying with the contract must be exercised within 7 days after actual receipt by the Buyer and on the expiration of that time such right shall lapse.

10. Price and payment

10.1 Any annual charge shall commence on the date specified in the quotation or the date service commenced whichever is the earlier and shall be invoiced in accordance with the Seller's quotation.  Any price quoted for Seller's Equipment is the prevailing current ex‑works unpacked price unless otherwise previously agreed in writing.
10.2 Unless otherwise agreed, payment of 30% of the price of Seller's Equipment is due with order and the balance fourteen days after the date on which written notice is given to the Buyer that it is ready for collection.  The Seller shall be entitled to charge interest at a rate of 2% per annum above HSBC's London quoted sterling base rate from the date 30 days after the due date until the date of actual payment.  In the event that a retention is agreed dependant upon acceptance tests and the Buyer delays such testing for any reason beyond three months of delivery the Buyer shall forthwith pay the balance of the retention.
10.3 Payment shall be made in London in Sterling or at such other place or in such other currency as the Seller may direct.
10.4 VAT and any direct or indirect taxes on purchases and customs dues are not included in the quoted price and are payable by the Buyer at the rates prevailing at the relevant time.
10.5 Packing cases and materials will be charged to the Buyer.
10.6 The price is based upon designs, technical specifications and labour, materials and transport costs and costs of conforming to statutory obligations ruling at the time of quotation or order placement. In the event of changes being requested subsequently by the Buyer or required by law or otherwise due to matters beyond the Seller's control the Seller reserves the right to modify technical specifications, delivery or service schedules and prices at any time on giving notice in writing.

11. Guarantee {note: delete the part in square brackets for non MTM equipment}

11.1 The Seller shall make good by replacement, or at its option, repair any defect in Seller's Equipment supplied by it which, under proper use and excluding fair wear and tear, arises solely from faults in the Seller's materials or workmanship and which,
11.1.1, in the case of new Seller's Equipment, appears within 12 calendar months of delivery [operated on a single shift or 2,600 operating hours (whichever is the sooner)], or
11.1.2, in the case of factory rebuilt Seller's Equipment, appears within 6 months of delivery [operated on a single shift or 1,300 operating hours (whichever is the sooner)].
11.2, in the case of goods that are not of the Seller's manufacture the Buyer shall only be entitled to such benefits as may be recoverable from the supplier.

12. Liability

12.1 The Seller shall not be liable for
12.1.1 any indirect or consequential losses
12.1.2 any loss or damage to any material in the course of being processed by the Equipment
12.1.3 any losses exceeding in aggregate the price paid by the Buyer under the same contract
12.1.4 any loss of profit or opportunity
12.1.5 any delay in performance or non‑performance due to circumstances beyond the Seller's reasonable control
12.1.6 save to the extent provided in the Seller's quotation any delay in anticipated delivery time.
12.2 The Seller's aggregate liabilities in connection with any contract with the Buyer shall be limited to the amount paid by the Buyer in respect of the same contract provided that this shall not limit the Seller's liability for negligence or wilful default directly causing personal injury.
12.3 All descriptions and illustrations contained in catalogues, price lists and any other advertising matter are intended merely to present a general idea of the services and products and shall not form part of the contract unless specifically incorporated therein.
12.4 The parties acknowledge that the charges for the services and Seller's Equipment supplied reflect the scope of the liabilities of the parties set out in this clause 12.
12.5 No warranty is given or implied as to the suitability of Seller's Equipment for use in a country other than that for which it was originally ordered or for use with material not conforming to samples tested by the Seller and approved for use.

13 Intellectual property 

13.1 The Seller or Molins PLC or any other subsidiary of Molins PLC shall at all times retain full right and title to any intellectual property in Seller's Equipment including (but not limited to) inventions, whether patentable or not, designs, copyright and know‑how, notwithstanding that the parties may cooperate in specifying the performance, design or construction of the Seller's Equipment.
13.2 The Buyer is deemed by entry into the contract to agree to cooperate in the obtaining or enforcement of any intellectual property rights by the Seller at the Seller's cost.
13.3 Subject to clause 12.2 the Seller agrees to indemnify the Buyer against any claims or liabilities arising out of any infringement of any third party intellectual property rights arising from possession or use of Seller's Equipment provided the Seller is immediately given absolute control of the defence of any claim of infringement.  The Seller shall be entitled to modify the Seller's Equipment for the purposes of defence or settlement of any third party claims or potential claims.

14. Law

Any contract for sale between the Seller and the Buyer shall be governed by and construed in accordance with the laws of England.  The United Nations Convention on Contracts for the International Sale of Goods shall not apply to any sale of goods by the Seller.