Commercial Terms & Conditions
Definitions
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Business Hours: the period from 9.00 am to 6.00 pm on any Business Day.
Commencement Date: has the meaning given in clause 2.1.
Conditions: these terms and conditions as amended from time to time in accordance with clause 16.8.
Contract: the contract between the Supplier and the Customer for the supply of Goods or Services in accordance with these Conditions.
Customer: the person or firm who purchases the Goods and Services from the Supplier.
Deliverables: deliverables set out in the Order produced by the Supplier for the Customer.
Delivery Location: has the meaning given in clause 4.2.
Force Majeure Event: has the meaning given to it in clause 15.
Goods: the goods (or any part of them) set out in the Order.
Goods Specification: any specification for the Goods agreed in writing by the Customer and the Supplier.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, trade marks, business names, domain names, rights in designs, database rights, know‑how, trade secrets, and all similar rights worldwide.
Order: the Buyer’s order for the Goods or Services as set out in the Customer’s written acceptance of the Supplier’s quotation.
Supplier: Maze MH Ltd (registered in England under company number 09788145).
Supplier Materials: has the meaning given in clause 8.1(h).
Services: the services, including Deliverables, supplied by the Supplier as set out in the Service Specification.
Service Specification: the description or specification for the Services provided in writing by the Supplier.
Warranty Period: has the meaning given in clause 5.1.
1.1 Interpretation
- A person includes a natural person, corporate or unincorporated body.
- A reference to a party includes its personal representatives, successors and permitted assigns.
- A reference to legislation includes amendments and re‑enactments.
- Terms such as “including”, “in particular”, “for example” are illustrative only.
- Writing excludes fax but not email.
Basis of the Contract
2.1. The Order constitutes an offer by the Customer to purchase Goods and Services.
2.2. The Order is accepted when the Supplier issues written acceptance (Commencement Date).
2.3. Any samples, drawings or advertising are for illustrative purposes only.
2.4. A quotation is not an offer and is valid for 30 Business Days.
2.5. These Conditions apply to both Goods and Services unless stated otherwise.
2.6. Errors or omissions in documentation may be corrected without liability.
Goods
3.1. The Goods are described in the Goods Specification.
3.2. If Goods are manufactured according to a Customer specification, the Customer indemnifies the Supplier against IP claims.
3.3. The Supplier may amend the Goods Specification to comply with law.
3.4. The Supplier indemnifies the Customer for IP infringement claims relating to the Goods.
Delivery of Goods
4.1. Each delivery includes a delivery note with order details.
- Type and quantity of Goods
- Storage instructions
- Outstanding balance if delivered in instalments
4.2. Goods are delivered to the Delivery Location.
4.3. Delivery is completed on loading at the Delivery Location.
4.4. Delivery dates are approximate; time is not of the essence.
4.5. If the Supplier fails to deliver, liability is limited to replacement cost difference.
4.6. If the Customer does not accept delivery within 10 Business Days, delivery is deemed completed.
4.7. After 90 Business Days, the Supplier may resell the Goods.
4.8. Goods may be delivered in instalments.
Quality of Goods
5.1. Manufacturer warranties are assigned to the Customer.
5.2. The Supplier warrants Goods for 12 months from delivery.
Title and Risk
6.1. The risk in the Goods passes to the Customer on completion of delivery.
6.2. Title to the Goods does not pass until full payment is received.
6.3. Until title passes, the Customer must store and insure the Goods and keep them identifiable.
6.4. The Customer may resell the Goods in the ordinary course of business before payment.
6.5. The Supplier may terminate the Customer’s right to resell and require return of Goods.
Supply of Services
7.1. The Supplier shall supply the Services in accordance with the Service Specification.
7.2. Performance dates are estimates; time is not of the essence.
7.3. The Supplier may amend the Service Specification to comply with law.
7.4. The Supplier warrants reasonable care and skill in providing the Services.
Customer’s Obligations
8.1. The Customer must provide accurate information, access, materials, licences, and comply with laws.
- Ensure Order details and specifications are accurate
- Co‑operate with the Supplier
- Provide access to premises
- Provide required information and materials
- Prepare premises
- Maintain licences and permissions
- Comply with health and safety laws
- Keep Supplier Materials safe
8.2. If the Customer causes delay or prevents performance, the Supplier may suspend Services and recover costs.
Charges and Payment
9.1. Goods are priced as per the Order or price list, excluding packaging, insurance, and transport.
9.2. Service charges are time‑and‑materials based.
- Daily fee rates based on an eight‑hour Business Day
- Overtime charged at 150%
- Expenses and third‑party costs chargeable
9.3. The Supplier may increase charges annually or adjust Goods prices due to cost changes.
9.4. Goods are invoiced on delivery; Services on completion.
9.5. Invoices must be paid immediately or per agreed credit terms.
9.6. VAT is payable where applicable.
9.7. Overdue payments accrue interest at 4% above Bank of England base rate.
9.8. Payments must be made without set‑off or deduction.
Intellectual Property Rights
10.1. All IP arising from the Services belongs to the Supplier.
10.2. The Supplier grants a licence to use Deliverables for business purposes.
10.3. The Customer may not transfer or sub‑license these rights.
10.4. The Customer grants the Supplier a licence to use Customer materials for the Services.
Confidentiality
11.1. Each party must keep the other’s confidential information secure for two years after expiry.
11.2. Disclosure is permitted to employees or where required by law.
11.3. Confidential information may only be used for Contract purposes.
Limitation of Liability
12.1. The Supplier maintains insurance up to £1 million per claim.
12.2. Liability includes all types arising under the Contract.
12.3. Customer payment obligations are not limited.
12.4. Liability cannot be limited for death, personal injury, fraud, title, or defective products.
12.5. Aggregate liability per Order is capped at 100% of charges paid.
12.6 Excluded Losses
- Loss of profits
- Loss of business
- Loss of contracts
- Loss of anticipated savings
- Loss or corruption of data
- Loss of goodwill
- Indirect or consequential loss
12.7. Implied terms under the Sale of Goods Act and Supply of Goods and Services Act are excluded.
12.8. The Supplier has no liability for third‑party manufactured parts.
12.9. This clause survives termination.
Termination
13.1. Either party may terminate for material breach, insolvency events, or cessation of business.
13.2. The Supplier may terminate immediately for non‑payment.
13.3. The Supplier may suspend Services or deliveries if the Customer is at financial risk.
Consequences of Termination
14.1. The Customer must immediately pay all outstanding invoices and return Supplier Materials.
14.2. Termination does not affect accrued rights.
14.3. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
Force Majeure
15.1. 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 results from a Force Majeure Event.
15.2. If the Force Majeure Event prevents, hinders or delays the Supplier’s performance of its obligations for a continuous period of more than four weeks, the Supplier may terminate the Contract by giving 14 days’ written notice to the Customer.
General
16.1. Assignment and other dealings.
- The Supplier may assign or transfer its rights and obligations under the Contract.
- The Customer may not assign or transfer any rights or obligations without the Supplier’s written consent.
16.2. Subcontracting.
- The Supplier may subcontract any obligations but remains responsible for subcontractors.
16.3. Entire agreement.
- The Contract constitutes the entire agreement between the parties.
- The Customer acknowledges it has not relied on any statement not set out in the Contract.
16.4. Variation.
- No variation shall be effective unless in writing and signed by both parties.
16.5. Waiver.
- A waiver of any right is only effective if in writing.
- Failure to enforce rights is not a waiver.
16.6. Severance.
- If any provision is invalid, the remainder of the Contract continues in force.
16.7. Notices.
- Notices must be in writing and delivered by hand, pre‑paid post, or email.
- Notices are deemed received as specified in the Contract.
16.8. Amendments.
- The Supplier may amend Conditions by notifying the Customer.
16.9. Third‑party rights.
- No one other than the parties has rights under the Contract.
16.10. Governing law.
- The Contract is governed by the laws of England and Wales.
16.11. Jurisdiction.
- Each party submits to the exclusive jurisdiction of the courts of England and Wales.