Mansol (Preforms) Ltd.

(company number 00536059)

1 Hollands Road




  1. Basis of contract
    • These conditions apply to the supply of goods and advice (if any) by us to the exclusion of any other terms that you or your representatives seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
    • You order constitutes an offer by you to purchase goods in accordance with these conditions. You are responsible for ensuring that the terms of the order and any applicable specification are complete and accurate.
    • Your order shall only be deemed to be accepted if and when we issue a written (including by email) acceptance of the order, at which point the contract shall come into existence.
    • You waive any right you might otherwise have to rely on any terms endorsed upon, delivered with or contained in any documents supplied by you or your representatives that are inconsistent with these conditions.
    • Any samples, drawings, descriptive matter or advertising produced by us or on our behalf and any descriptions or illustrations contained in our catalogues or brochures are produced for the sole purpose of giving an approximate idea of the goods referred to in them. They shall not (with the exception of the Specification referred to below) form part of the contract with you nor have any contractual force.
    • A quotation for goods given by us shall not constitute an offer. A quotation shall only be valid for a period of 20 days from its date of issue.
  2. Goods
    • Unless agreed otherwise in writing by us the goods are as described in the specification agreed between you and us in writing at the time the order is accepted (“the Specification”).
    • To the extent that the goods are to be manufactured in accordance with a Specification supplied by you or on your behalf you shall indemnify us against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by us in connection with any claim made against us or our representatives for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with our use of the Specification. This clause 2.2 shall survive termination of the contract between us.
    • We reserve the right to amend the Specification if required by any applicable statutory or regulatory requirements.
  3. Delivery
    • We shall ensure that:
      • each delivery of goods is accompanied by a delivery note that shows the date of the order, the type and quantity of the goods, special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
      • if we require you to return any packaging materials to us, that fact is clearly stated on the delivery note. You shall make any such packaging materials available for collection at such times as we shall reasonably request. Returns of packaging materials shall be at our expense.
    • You shall collect the Goods from our premises at 1 Hollands Road, Haverhill or such other location as may be advised by us prior to delivery (“the Delivery Location”) within five days of you being notified by us that the goods are ready unless we agree in writing to deliver the goods in which case we shall deliver the goods to the location set out in the order or such other location as we may agree in writing (“the Delivery Location”) at any time after we notify you that the Goods are ready:
    • Delivery is completed on the completion of loading were the goods are collected and unloading where the goods are delivered of the goods at the Delivery Location.
    • Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.
    • If we fail to deliver the goods, our liability shall be limited to the costs and expenses incurred by you in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the goods that were to be purchased from us. We shall have no liability for any failure to deliver the goods to the extent that such failure is caused by an event, circumstance or cause beyond our reasonable control (a “Force Majeure Event”) or the failure of you or your representative to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the goods.
    • If you or your representative fail to take or accept delivery of the goods within five days of being notified by us that the goods are ready, then:
      • delivery of the goods shall be deemed to have been completed at 9.00 am on the fifth day after the day on which we notified you or your representative that the goods were ready; and
      • we shall store the goods until delivery takes place, and charge you for all related costs and expenses (including insurance).
    • If twenty one days after the day on which we notified you or your representative that the goods were ready for delivery you have not taken or actual delivery of them, we may resell or otherwise dispose of part or all of the goods and, after deducting reasonable storage and selling costs, charge you for any shortfall below the price of the goods.
    • If we deliver up to and including 10% more or less than the quantity of goods ordered you may not reject them.
    • We may deliver the goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle you to cancel any other instalment.
  4. Quality
    • We warrant that on delivery the Goods shall:
      • conform in all material respects with the Specification; and
      • be free from material defects in design, material and workmanship.
    • Subject to clause 4.3, if:
      • you give notice in writing to us within ninety days of delivery that some or all of the goods do not comply with the warranty set out in clause 4.1;
      • we are given a reasonable opportunity of examining such goods; and
      • you (if asked to do so by us) returns such goods to us at 1 Hollands Road, Haverhill at your cost,

we shall, at our option, repair or replace the defective goods, or refund the price of the defective goods in full.

  • We shall not be liable for the goods’ failure to comply with the warranty set out in clause 4.1 in any of the following events:
    • you or your representatives or customers make any further use of such goods after giving notice in accordance with clause 4.2;
    • the defect arises because you or your representatives or customers failed to follow our or our representatives’ oral or written instructions as to the storage, commissioning, installation, use and maintenance of the goods or (if there are none) good trade practice regarding the same;
    • the defect arises as a result of us following any drawing, design or Specification supplied by you;
    • you or your representatives or customers alter or repair such goods without our written consent;
    • the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
    • the goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
  • Except as provided in this clause 4, we shall have no liability to you in respect of the goods’ failure to comply with the warranty set out in clause 4.1.
  • The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the contract.
  • These conditions shall apply to any repaired or replacement goods supplied us.
  1. Title and risk
    • The risk in the goods shall pass to you on completion of delivery.
    • Title to the goods shall not pass to you until we receive payment in full (in cash or cleared funds) for the goods and any other goods that we have supplied to you in which case title to the goods shall pass at the time of payment of all such sums.
    • Until title to the goods has passed to you, you shall:
      • store the goods separately from all other goods so that they remain readily identifiable as our property;
      • not remove, deface or obscure any identifying mark or packaging on or relating to the goods;
      • maintain the goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; and
      • give us such information relating to the goods as we may require from time to time.
    • If before title to the goods passes to you, you become subject to any of the events listed in clause 5.3(b) to clause 5.3(d), then, without limiting any other right or remedy we may have we may at any time:
      • require you to deliver up all goods in you or your representative’s possession that have not been irrevocably incorporated into another product; and
      • if you fail to do so promptly, enter your premises or the premises of any third party where the goods are stored in order to recover them.
  1. Price and payment
    • The price of the goods shall be the price set out in the order.
    • We may, by giving notice to you at any time before delivery, increase the price of the goods to reflect any increase in the cost of the goods that is due to:
      • any factor beyond our control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
      • any request by you or your representatives to change the delivery date(s), quantities or types of goods ordered, or the Specification; or
      • any delay caused by any of your instructions or your failure to give us adequate or accurate information or instructions.
    • The price of the Goods:
      • excludes amounts in respect of value added tax (“VAT”), which you shall additionally be liable to pay at the prevailing rate, subject to the receipt of a valid VAT invoice; and
      • excludes the costs and charges of packaging, insurance and transport of the goods, which shall be invoiced to you.
    • We may invoice you for the goods on or at any time after our acceptance of the order.
    • You shall pay each invoice within 30 days of the date of the invoice; and in full and in cleared funds to a bank account nominated in writing by us. Time for payment shall be of the essence of the contract.
    • If you fail to make a payment by the due date, then, without limiting our remedies under clause 8 (Termination), you shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest will accrue each day at 8% a year above the Bank of England’s base rate from time to time, but at 8% a year for any period when that base rate is below 0%.
    • All amounts due under the contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
  2. Limitation of liability
    • You are responsible for making your own arrangements at your own cost for such insurance as you require to cover any losses you may suffer in relation to your purchasing goods from us.
    • The restrictions on liability in this clause 7 apply to every liability arising under or in connection with the contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
    • Nothing in in the contract limits any liability which cannot legally be limited, including liability for:
      • death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
      • fraud or fraudulent misrepresentation;
      • breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
      • defective products under the Consumer Protection Act 1987.
    • Subject to clause 7.3, our total liability to you shall not exceed one hundred thousand pounds (£100,000).
    • Subject to clause 7.3, the following types of loss are wholly excluded: loss of profits; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss of use or corruption of software, data or information; loss of or damage to goodwill; and indirect or consequential loss.
    • Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire twelve months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
    • This clause 7 shall survive termination of the contract.
  3. Termination
    • Without limiting its other rights or remedies, we may terminate this contract with immediate effect by giving written notice (which includes by email) to you if you:
      • you fail to pay any amount due under the contract on the due date for payment;
      • (subject to clause 8.1(a)) you commit a material breach of any term of the contract and (if such a breach is remediable) fail to remedy that breach within fourteen days of being notified in writing (which includes by email) to do so;
      • you take any step or action in connection with entering administration, provisional liquidation or any composition or arrangement with your creditors being wound up, having a receiver appointed to any of your assets or ceasing to carry on business or any analogous procedure;
      • you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
      • your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil you obligations under the contract has been placed in jeopardy.
    • Without limiting its other rights or remedies, we may suspend provision of the goods if you become subject to any of the events listed in clause 8.1(b) to clause 8.1(d), or we reasonably believe that you are about to become subject to any of them, or if you fail to pay any amount due under this contract on the due date for payment.
    • On termination of the contract for any reason you shall immediately pay all of our outstanding unpaid invoices and interest and, in respect of goods supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable immediately on receipt.
    • Termination or expiry of the contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination or expiry.
    • Any provision of the contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the contract shall remain in full force and effect.
  4. Force majeure

Neither party shall be in breach of the contract nor liable for delay in performing, or failure to perform, any of its obligations under the contract if such delay or failure result from a Force Majeure Event. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for ninety days, the party not affected may terminate this contract by giving fourteen days’ written notice to the affected party.

  1. General
    • Assignment and other dealings.
      • We may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the contract.
      • You may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the contract without our prior written consent.
      • You undertake that you shall not at any time, disclose to any person any confidential information concerning our business, affairs, customers, clients or suppliers, except.
        • to your employees, officers, representatives or advisers who need to know such information for the purposes of exercising your rights or carrying out your obligations under the contract. You shall ensure that your employees, officers, representatives and advisers to whom you disclose our confidential information comply with this clause 10.2; and
        • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
      • You shall not use our confidential information for any purpose other than to exercise your rights and perform your obligations under or in connection with the contract.
    • Entire agreement.
      • This contract, the order and the Specification constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.
      • You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this contract, the order or the Specification. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this contract, the order or the Specification.
    • No variation of this contract, the order or the Specification shall be effective unless it is in writing and signed by us.
    • No failure or delay by us to exercise any right or remedy provided under the contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy by us shall prevent or restrict the further exercise of that or any other right or remedy.
    • If any provision or part-provision of the contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this contract. If any provision of the contract is deemed deleted under this clause 10.6 you shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
      • Any notice given to or by you under or in connection with the contract shall be in writing and shall be:
        • delivered by hand or by pre-paid first-class post or other next working day delivery service at your principal place of business; or
        • sent by fax or email to the fax number or email address stated in the order.
      • Any notice shall be deemed to have been received:
        • if delivered by hand, on signature of a delivery receipt [or at the time the notice is left at the proper address;
        • if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the fourth day after posting or at the time recorded by the delivery service; and
        • if sent by fax or email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 10.7(c) business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
      • Third party rights.

Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

  • Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
  • Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.


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