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Terms and Conditions
These conditions shall form part of every contract of sale entered into by MICROBORE TOOLING SYSTEMS LTD (the company) and in placing an order with the company the customer shall be deemed to have accepted these conditions to the exclusion of any other terms and conditions (except those implied in favour of the company which are not inconsistent with the terms hereof). No amendment to or variation in these conditions shall be binding on the Company unless agreed it in writing and signed by a Director of the Company. 

A quotation shall be open for acceptance for 60 days or until earlier withdrawn but such quotation is given on the basis that no contract shall come into existence until the Company despatch an acknowledgement of order to the customer. No representation made on behalf of the Company shall be binding on the Company unless confirmed by it in writing. All orders placed by customers shall be in writing. No variation in the order may be made by the Customer after confirmation without the Company’s written consent.
Orders for small tools placed by the Customer shall be deemed to be subject to a margin of 10% and the Company shall be entitled to supply any quantity within such range. 

In the event of a shortage of raw materials or component parts specified in the contract for use in the manufacture of goods the Company shall be entitled to substitute such other materials or parts as it shall consider fit for such purpose and the Customer shall not be entitled to rescind the contract or claim damages or other remedy as a result.

I) the price of goods shown in the quotation or confirmation of order shall unless otherwise stated include the cost of packaging and carriage to the customers works in the United Kingdom. 
ii) The Company reserves the right at any time before delivery to vary the price of goods to take account of any increase in cost caused by circumstances beyond its control after the date of quotation or in the absence of quotation of confirmation of order. 
iii) All prices are exclusive of VAT unless expressly stated. 
iv) No cash or other discount is given unless the Company agrees the same in writing. 

I) The Customer shall pay the Company at its address at Whitacre Road Industrial Estate, Whitacre Road, Nuneaton, Warwickshire, CV11 6BX, Great Britain for the goods within 30 days from the date of invoice. If payment is not effected in accordance with the Company it reserves the right to charge interest at 2% above Barclays Bank PLC base rate from time to time in force and will accrue on overdue accounts from the date of the invoice until payment in full is received by the Company. 
ii) Notwithstanding the provisions of the proceeding paragraph if the Company shall at any time after confirmation of order have doubts as to the Customers financial responsibility it shall be entitled to require the customer to provide security for the payment or pay cash on delivery for any goods remaining to be delivered. 

7.1 The property (both legal and equitable) in the Goods (in clause 7 referred to as the Contract Goods which expression includes any of them) shall not pass to the customer until a) The purchase price of the Contract Goods has been paid in full: and b) Payment by the Customer to the Company of any sum which is now or May hereafter become due and owing from the Customer to the Company. 
7.2 Until property in the Contract Goods has been passed to it or until delivery of the Contract Goods to a third party pursuant to clause 7.5 the Customer shall hold the Contract Goods in its possession in a fiduciary capacity, shall not remove or obliterate any mark or label placed on the Contract Goods as products of the Company and shall keep the Contract Goods separate from its other assets. 
7.3 The Customer shall be at liberty to deliver the Contract Goods to a third party pursuant to an agreement to re-sell the Contract Goods prior to the property in the Contract Goods or passing to the Customer in accordance with clause 7.1 
7.4 Where the Customer delivers the Contract Goods to a third party pursuant to clause 7.3 the Customer shall conclusively be deemed to have delivered the Contract Goods to its customers pursuant to any agreement to re-sell the Contract Goods in the order in which the Contract Goods of the kind so delivered were supplied by the Company to the Customer. 
7.5 The Company shall be entitled at any time after payment for the Contract Goods has become due to take possession of the Contract Goods and to remove them to the Company’s premises and the Customer shall be deemed irrevocably to have granted authority to the Company to enter upon the Customers premises by its servants or agents in order to take possession of the Contract Goods and (if necessary) to dismantle the Contract Goods from any article or articles to which they have been attached and to remove the Contract Goods from the Customers premises. 
7.6 In the case of all Contract Goods re-possessed the Customer shall thereupon pay to the Company the difference, if any. Between (a) the contract price of the Contract Goods less any part payment for the Contract Goods made by the Customer and (b) the price obtained by the Company upon re-sale less the costs and expenses of re-taking possession and re-selling the Contract Goods 
7.7 In the event of the Customer re-selling the Contract Goods before the property in the Contract Goods passes to the Customer in accordance with clause 7.1 The customer shall account to the Company for all the proceeds of any such re-sale or sale (as the case maybe) and; prior to paying such proceeds to the Company, the Customer shall hold the same in a fiduciary capacity keeping the same separate from its other monies. On receiving such proceeds pursuant to the Customers obligation to account therefore the Company shall forthwith return to the Customer any sum received in excess of the total of all sums due and owing from the Customer to the Company of such proceeds of sale (including the purchase price of the Contract Goods) 
7.8 The Company’s rights herein contained shall continue beyond the discharge of the parties primary obligations under the contract consequent upon the termination of the contract for breech by either the Company or the Customer and the Company’s rights shall ne in addition to the Company’s rights to maintain an action against the Customer for the price of the Contract Goods and by any other right available to the Company at law or in equity. 7.9 Nothing in this clause 7 shall constitute the Customer the agent of the Company in respect of any re-sale of the Contract Goods by the Customer to a third party so as to confer upon such third party rights against the Company. 

8. RISK 
The goods shall be at the Customers risk when the Company delivers the goods in accordance with the terms hereof to the Customer. 

I) Delivery times are estimated only and not guaranteed. The Company will endeavour to meet the Customer’s delivery requirements but shall not be responsible for any loss or damage whether direct or indirect caused by any delay in delivery. In no circumstances shall the Customer be entitled to cancel the contract because of delay in delivery. ii) The Company shall be entitled to make delivery by instalments iii) The Customer shall be liable for any additional costs incurred by the Company as a result of his failure to give adequate delivery instructions or to accept delivery when notified that the goods are available for delivery. iv) The Company shall be entitled to arrange for the goods to be supplied to the Customers at its discretion from any manufacturer or supplier. 

The Companys liability in respect of goods lost in transit shall be limited to replacing such goods and in respect of goods damaged in transit shall be conditional upon the Customers promptly returning such goods with their original packaging and shall be limited to repairing such goods. 

The Company undertakes to use its best endeavours to fulfil any orders for goods of a class or specification not previously or normally said by the Company but in the event of any technical difficulties being encountered by the Company in the manufacture of such goods it shall be entitled on giving written notice to the customer to cancel the contract without any labiality whatsoever. 

I) All tools, dies, machines and equipment and all drawings specifications and other technical documents used in the manufacture of the of the goods or prepared by the Company in connection with its quotation or the Customers order shall remain the property of the Company whether or not any charge is made to the Customer in respect thereof and any design rights and copyright therein shall belong to the Company. ii)The Customer shall treat all such documents and all technical information relating to the goods supplied to it by the Company (other than documents and technical information made freely available by the Company to Customers and potential Customers and information already known by the Customer) as confidential and will not without the Company’s written consent disclose the same to any person other than to such of its employees as shall require to use the same and shall be bound by obligations of security in respect thereof. 

I) All tooling and machinery supplied by the Company is covered by the standard MICROBORE TOOLING SYSTEMS LTD warranty for defective parts and faulty workmanship for a period of 12 months from the date of delivery . ii) All conditions and warranties whether express or implied by statute or otherwise as to the quality of their goods or their fitness for any particular purpose or otherwise expressly excluded and the Company shall have no liability in respect of the goods sold. 

If the Company shall manufacture or adapt goods in accordance with specifications or drawings supplied by the Customer, the Customer shall indemnify it and keep it indemnified against any liability or costs incurred by it as a result of any claim that the goods infringe the patent design rights or copyright of any other person. 

The Company shall be entitled to assign or sub-contract the contract or any part thereof and references in these conditions to the Company shall where the context so admits be deemed to refer also to any such assignee or sub-contractor.

The Contract will terminate immediately upon the service of written notice of termination by the Company on the Customer on any or more of the following grounds: 
16.1that the Customer has a bankruptcy order made against him or has made arrangement or composition with his creditors or otherwise taken benefit of any Act for the time being in force for the relief of insolvent debtors or has suffered or allowed any execution whether legal or equitable to be levied on his property or obtained against him or (being a body corporate) has had convened a meeting of creditors (whether formal or informal) or has entered into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation or has a receiver manager administrator or administrative receive appointed of its undertaking or any part thereof or a resolution has been passed or a petition presented to Court for the winding up of the customer or any proceedings have been commended relating to the solvency or insolvency of the Customer. 16.1.2 That the Customer has failed to observe or perform any of its obligations or duties under the contract. 
16.2 The termination of the contract in any way whatsoever will be without prejudice to the rights, obligations and liabilities of either party accrued prior to termination 

17. LAW The contract shall be governed by English Law. 

18. RETURNS The company will only accept returns by written agreement and a re-stocking charge will apply.
CV11 6BX
TEL: 0044 (0) 24 7637 3355
FAX: 0044 (0) 24 7637 3322
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