terms & conditions
The following Terms & Conditions of Sale will govern all sales transactions except as otherwise specifically
agreed in writing by the Buyer and Minerva Stericlean Limited.
(In these Terms & Conditions the expression “contract” means an offer or an order, followed by an acceptance
thereof, whether by conduct or otherwise. The expression “the company” is made as a reference to Minerva Stericlean
Limited and should be taken as pertaining to Minerva Stericlean Limited.)
agreed in writing by the Buyer and Minerva Stericlean Limited.
(In these Terms & Conditions the expression “contract” means an offer or an order, followed by an acceptance
thereof, whether by conduct or otherwise. The expression “the company” is made as a reference to Minerva Stericlean
Limited and should be taken as pertaining to Minerva Stericlean Limited.)
1. ORDERS & PRICES
a) Prices shall be those quoted or accepted by Minerva Stericlean Limited subject to a revision in the event of any increase or decrease in the costs to Minerva Stericlean Limited between the date of the quotation oracceptance by Minerva Stericlean Limited and the date of dispatch to the Buyer.
b) All prices quoted or accepted are exclusive to Value Added Tax and the contract price shall be such price plus V.A.T. and do not include the cost of carriage/postage.
c) Orders to a total value of less than £300.00 (excluding VAT) will carry a £20.00 carriage/admin charge. Orders of £300.00 or more (exclusive of VAT) will be shipped under terms, costs and discounts as agreed on an individual basis with the Buyer and confirmed in writing by Minerva Stericlean Limited.
d) Each order made by the Buyer, irrespective of the number of items it contains, will be deemed to be a final and single order on receipt and clearance of the appropriate funds. Any last minute additions or amendments to such an order are not guaranteed to be included as part of the main order as items may be packaged ready for dispatch or may have already been dispatched and as such may incur a charge as define in Section 1(c), at the discretion of Minerva Stericlean Limited.
e) For credit account holders, late additions or amendment charges as describe in Section 1(d) above are entirely at the discretion of Minerva Stericlean Limited, and may be subject to additional charges as described.
2. TERMS
a) Payment terms will be agreed with the buyer/ customer on an individual basis and confirmed in writing prior to business commencement. Interest will be charged at 2% per month, or part thereof if the payment condition is not met by the buyer.
b) In the case of a contract involving more than one delivery, if default is made in payment on the due date forany one delivery, Minerva Stericlean Limited shall be entitled to treat the contract as repudiated by the buyer and claim damages accordingly.
c) A contract cannot be cancelled except by mutual agreement and then only on terms which would fully indemnify Minerva Stericlean Limited.
d) Incoterms 2010 shall apply to export sales.
3. DELIVERY
a) Subject to clause 3 b) below, unless a date for delivery is specified the goods shall be dispatched as soon as is practicable.
b) In the case of a contract involving more than one delivery, unless the contract provides otherwise, the whole of such deliveries shall be accepted within six months from the date of first delivery.
c) In the event of failure to accept any delivery, that delivery shall be immediately invoiced and the costs involved charged to the customer’s account with the goods being held at the customer’s risk and expense.
d) Subject to Clauses 2(b) and 3 (b) above, each delivery shall constitute a separate contract and any failure or defect in any one delivery shall not affect the contract as to the remaining deliveries.
e) Minerva Stericlean Limited shall have the option of revising the delivery date(s) prior to manufacture/dispatch if circumstances beyond the control of the company (Minerva Stericlean Limited) prevent the company keeping to the originally agreed date or dates.
f) The liability of Minerva Stericlean Limited for failure to comply with agreed delivery dates as varied where necessary in accordance with the sub-clause and unless covered by Clause 6 (Limits of Responsibility), shall be limited to the reimbursement to the Buyer of the actual loss incurred, but in no case exceeding the value of the goods which are the subject of the contract.
g) All orders on Ex Works or other terms where the Buyer is responsible for freight will be invoiced on completion and it will be the Buyers responsibility to arrange collection of the goods or to instruct Minerva Stericlean Limited accordingly at the time of order. Collection of goods must be arranged within 14 days of completion. If not collected within that time Minerva Stericlean Limited reserves the right to charge the Buyer for storing the goods.
4. PASSING OF OWNERSHIP AND CLAIMS
a) Title to the goods shall in no case pass to the Buyer until the full contract price has been paid to and cleared with Minerva Stericlean Limited for these goods and all other goods supplied by Minerva Stericlean Limited to the Buyer under any contract whatsoever. Minerva Stericlean Limited shall in any event have a particular
and general lien over the goods for all claims under contract against the Buyer.
and general lien over the goods for all claims under contract against the Buyer.
b) All claims for damage to or partial loss of goods in transit must be submitted in writing to both carrier and Minerva Stericlean Limited within fourteen days of delivery.
c) The return of goods after delivery to the Buyer will not be accepted unless Minerva Stericlean Limited or its’ representative(s) shall first have had the opportunity of examining them. The buyer will make available for such an inspection/ examination any goods under dispute within a reasonable period and in any case not
exceeding 6 months.
exceeding 6 months.
5. BUYERS PROPERTY
The Buyer’s property when supplied to Minerva Stericlean Limited will be held at the Buyer’s risk. Every care will be taken by Minerva Stericlean Limited to secure the best results when materials are supplied by the Buyer but no responsibility will be accepted for imperfect work caused by defects in or unsuitability of the materials supplied.
6. LIMITS OF RESPONSIBILITY
This contract may be varied or cancelled by Minerva Stericlean Limited if it is affected by an act of God, War, Strike, Lock-out, Fire, Flood, Drought, Tempest or any other cause beyond the control of the company whether similar to the foregoing or not, or if Minerva Stericlean Limited shall for any reason be unable to procure materials or articles
required for the performance of the contract.
required for the performance of the contract.
7. PASSING OF RISK
From the time of delivery, the goods shall be at the risk of the Buyer who shall be solely responsible for their custody and maintenance unless otherwise expressly agreed in writing. Pending payment of the full purchase price of the goods the Buyer shall at all times keep the goods comprehensively insured against loss or damage by accident, fire,
theft and other risks.
theft and other risks.
8. LAW AND JURISDICTION
a) A contract under these terms and conditions shall be governed by and construed in accordance with English law.
b) Any disputes relating to a contract under these terms and conditions shall be subject to the exclusive jurisdiction of the courts of England.
9. REVISION OF THESE TERMS & CONDITIONS
Minerva Stericlean Limited, being the owners and administrators of these terms conditions reserve the right to review, alter, amend, delete from or add to such terms and conditions as its’ representatives deem necessary, without notice. The company agrees to specifically date its terms and conditions and any revisions will only become applicable/enforceable from the date applied. It is the responsibility of the Buyer to familiarise themselves with the terms and conditions of the company (Minerva Stericlean Limited) and any contract entered into will be deemed to be an acceptance of the terms and conditions. Any dated contract or order will be deemed to be subject to the appropriately dated terms and conditions.