MAZO DISTRIBUTION UK LTD Terms & Conditions
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CONDITIONS OF SALE (Conditions)
1. DEFINITION/INTERPRETATION
1.1
Confidential Information
information whether oral, documentary, magnetic,
electronic, graphic, digitised or otherwise, relating to
Mazo Distribution UK Ltd business or the Goods and
including without limitation information relating to
patents, trademarks, registered and unregistered
rights, design rights, copyright formulations,
engineering drawings, specifications, data, know-how,
inventions, models, sample components, formulae,
manufacturing methods, analytical and quality control
methods, sales data, anticipated sales volumes,
information relating to potential or actual customers,
business structure, assets, liabilities, operations,
budgets and strategies disclosed.
Contract any contract between Mazo Distribution UK Ltd and
Customer for the sale of Goods;
Customer the buyer of the Goods;
Delivery Point the place where delivery of the Goods takes place
under condition 3;
Goods any goods agreed in the Contract to be supplied to
Customer by Mazo Distribution UK Ltd;
Mazo Distribution UK Ltd [Mazo Distribution UK Ltd];
Proper Use storage, installation, commissioning, operation and
maintenance in accordance with Mazo Distribution UK
Ltd advice and good industry practice;
Year 12 (twelve) calendar months;
1.2 Headings are for convenience and will not affect the construction of the Conditions.
1.3 Words importing persons include firms, corporations and any organisation having legal capacity. Words
importing the singular will include the plural and vice versa where required.
1.4 References to statutes/statutory provisions will, be construed as a reference to the statute or statutory provision
as from time to time amended, consolidated, modified, extended, re-enacted or replaced.
2. GENERAL
2.1 Quotations or tenders made by Mazo Distribution UK Ltd and any resulting Contract will be governed by the
Conditions unless otherwise agreed in writing by Mazo Distribution UK Ltd. Unless stated quotations and tenders
lapse 30 (thirty) days from date made.
2.2 Subject to variation under 2.3, the Conditions apply to all Contracts. Any other terms and conditions including
any Customer purports to apply under any purchase order, confirmation of order, specification or other similar
document will not form part of the Contract.
2.3 Variation to the Conditions and representations about the Goods have no effect unless expressly agreed in
writing and signed by a director of Mazo Distribution UK Ltd.
2.4 An order for Goods from Customer constitutes an offer Customer to purchase Goods subject to the Conditions.
2.5 Mazo Distribution UK Ltd will only accept an order when a written acknowledgement is issued or (if earlier) the
Goods are delivered to Customer.
2.6 Customer must ensure that its order/specifications are complete and accurate. Customer is responsible for
satisfying itself as to the sufficiency and suitability of the Goods for its application
2.7 Drawings, descriptive matter, specifications, advertising materials, or illustrations in Mazo Distribution UK Ltd
catalogues/brochures are for illustrative purposes only they do not form part of the Contract.
2.8 Statements concerning the scope of supply, performance or characteristics of Goods will only be binding if
expressly incorporated in the Contract unless the statements have been made fraudulently.
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3. DELIVERY
3.1 If no destination is specified in a quotation, tender or order acknowledgement delivery of the Goods will take
place at Mazo Distribution UK Ltd’s place of business.
3.2 If a destination is specified then the Goods will be delivered to the nearest point of suitable access and
Customer will be responsible for unloading the Goods.
3.3 Delivery terms such as FCA, FOB, CIF etc used in the quotation, tender or Contract will be interpreted in
accordance with INCOTERMS 2000 as amended from time to time.
3.4 Mazo Distribution UK Ltd may deliver Goods by separate instalments. Each separate instalment will be invoiced
and paid for in accordance with the Conditions.
3.5 Customer will take delivery of the Goods within 5 (five) days of being given notice that the Goods are ready for
delivery.
3.6 Delivery dates are estimates and delivery time is not of the essence. If no delivery dates are specified, delivery
will be within a reasonable time.
3.7 Subject to condition 3.12, if there is a delay in delivering the Goods Mazo Distribution UK Ltd will not be liable
for any loss (including: but not limited to) of profits; or damages; or charges; or any expenses caused directly or
indirectly by any delay even if caused by Mazo Distribution UK Ltd’s negligence.
3.8 Customer may terminate or rescind the Contract if the delay in delivering the Goods exceeds 180 (one hundred
and eighty) days.
3.9 Risk in the Goods will pass to Customer including for loss or damage caused by Mazo Distribution UK Ltd’s
negligence, if Customer refuses to accept delivery of any of the Goods when: they are ready for delivery; or
Customer advises that it will not take delivery on Mazo Distribution UK Ltd advising Customer that the Goods are
ready; or Mazo Distribution UK Ltd is unable to deliver the Goods on time because Customer has not provided
appropriate instructions, documents, licences or authorisations.
3.10 If any of the events in condition 3.9 occur the Goods will be deemed to have been delivered and Mazo
Distribution UK Ltd may store the Goods until actual delivery at which point Customer will be liable for all related
costs and expenses including, without limitation, storage and insurance.
3.11 If Mazo Distribution UK Ltd delivers a quantity of Goods of up to 5% more or less than the quantity ordered
Customer will not be entitled to object to or reject the Goods or any of them by reason of the surplus or shortfall
and will pay for such goods at the pro rata contract rate.
3.12 Mazo Distribution UK Ltd will pay Customer liquidated damages for delay calculated on the Contract price of the
delayed goods at a rate of 0.5% per week up to a maximum of 5% of the Contract price if Mazo Distribution UK
Ltd fails to meet any guaranteed delivery date in the Contract and by reason only of the delay the Goods cannot
be put into operational use by Customer at the intended time.
3.13 The obligation to pay liquidated damages in condition 3.12 will not apply to delay caused by any action or
inaction of Customer or any cause mentioned in condition 12.
3.14 The liquidated damages provided for in condition 3.12 will be in full and final satisfaction of all claims and
liabilities arising from any delay.
4. NON DELIVERY
4.1 The number of Goods recorded on leaving Mazo Distribution UK Ltd’ss place of business will be conclusive
evidence of the number received by Customer on delivery unless Customer can prove the contrary.
4.2 Mazo Distribution UK Ltd will not be liable for non-delivery of Goods, even if caused by Mazo Distribution UK Ltd
negligence, unless written notice is given to Mazo Distribution UK Ltd within 5 (five) days of the date the Goods
should have been received by Customer.
4.3 Mazo Distribution UK Ltd’ss liability for non-delivery will be limited to replacing the Goods within a reasonable
time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
5. OWNERSHIP/RISK
5.1 Goods are at the risk of Customer from the time of delivery.
5.2 Ownership in the Goods will not pass to Customer when Mazo Distribution UK Ltd has received in full, in cash or
cleared funds, all sums due to it in respect of the Goods and all other sums which are or which become due to
Mazo Distribution UK Ltd from Customer on any account.
5.3 Until ownership of the Goods has passed to Customer, Customer must:
5.3.1 hold the Goods on a fiduciary basis as Mazo Distribution UK Ltd’ss bailee;
5.3.2 at no cost to Mazo Distribution UK Ltd, store the Goods separately so they are easily identifiable as
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Mazo Distribution UK Ltd property;
5.3.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
5.3.4 maintain the Goods in satisfactory condition;
5.3.5 insure the Goods for their full price on Mazo Distribution UK Ltd’ss behalf against all risks to the
reasonable satisfaction of Mazo Distribution UK Ltd and on Mazo Distribution UK Ltd’ss request
produce the policy of insurance to Mazo Distribution UK Ltd; and
5.3.6 hold the proceeds of the insurance referred to in condition 5.3.5 on trust for Mazo Distribution UK
Ltd and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.
5.4 Customer’s right to possession of the Goods will terminate immediately if: a bankruptcy order is made against
Customer; or Customer makes an arrangement or composition with its creditors; or Customer takes the benefit
of any legislation for the time being in force for the relief of insolvent debtors; or Customer convenes a formal or
informal meeting of creditors; or Customer enters into voluntary or compulsory liquidation, except for a solvent
voluntary liquidation for the purposes only of reconstruction or amalgamation; or a receiver. manager,
supervisor, administrator or administrative receiver is appointed over Customer’s undertaking or any part of it;
or a resolution is passed or a petition presented to any court for the winding up of Customer or for the granting
of an administration order; or any proceedings are commenced relating to the insolvency or possible insolvency
of Customer; or Customer suffers or allows any execution, whether legal or equitable, to be levied on its property
or obtained against it; or Customer fails to observe or perform any of its obligations under the Conditions or any
other agreement between Mazo Distribution UK Ltd and Customer; or Customer is unable to pay its debts within
the meaning of section 123 of the Insolvency Act 1986; or Customer ceases to trade; or Customer encumbers
or in any way charges the Goods.
5.5 Mazo Distribution UK Ltd will be entitled to recover payment for the Goods despite the fact that ownership of the
Goods has not passed to Customer.
5.6 Mazo Distribution UK Ltd may, before ownership of the Goods has passed to Customer, require the return of the
Goods. If Customer fails to return the Goods within 5 (five) days of the request Mazo Distribution UK Ltd may,
despite any other rights and remedies it may have, repossess, use, remove or dispose of the Goods.
5.7 Customer grants Mazo Distribution UK Ltd, its agents and employees an irrevocable licence at any time to enter
any premises where the Goods are stored in order to inspect or recover them. Mazo Distribution UK Ltd may
sever the Goods from any other property without liability for any resulting damage.
6. PRICE
6.1 Unless otherwise agreed by Mazo Distribution UK Ltd in writing the price for the Goods will be the price set out in
Mazo Distribution UK Ltd’ss price list published on the date of delivery or deemed delivery.
6.2 The price for the Goods will be exclusive of any value added tax and of all non UK taxes, duties and levies and all
costs or charges in relation to loading, unloading, carriage and insurance all of which amounts Customer will
pay in addition when it is due to pay for the Goods.
6.3 If any law or regulation comes into force after the date of Mazo Distribution UK Ltd’ss quotation or tender which
increases or reduces the cost of performing the Contract, the Contract price will be adjusted accordingly.
6.4 If there is an increase in the cost of raw materials required to produce the Goods Mazo Distribution UK Ltd may
increase the price of the Goods ordered by the Customer to reflect the increase in the cost of raw materials.
7. PAYMENT
7.1 Payment for the Goods is due 30 (thirty) days from the date of invoice.
7.2 Payments will be made in Pounds Sterling to the designated account of Mazo Distribution UK Ltd. Payments
from outside the UK will be paid by telegraphic transfer into the designated Mazo Distribution UK Ltd account.
7.3 Time for payment of the invoice will be of the essence.
7.4 Payments due will be made in cleared funds in full without any deduction whether by way of set-off,
counterclaim, discount, abatement or otherwise unless Customer has a valid court order requiring an amount
equal to such deduction to be paid by Mazo Distribution UK Ltd to Customer. Payments made by Customer it
has not apportioned to specific debts will be apportioned as Mazo Distribution UK Ltd believes correct.
7.5 If Customer fails to pay on the due date any amount which is due to Mazo Distribution UK Ltd under the
Conditions then the outstanding amount will bear interest from the due date until payment is made in full, both
before and after any judgment, at 2 per cent per annum over the base rate of Barclays Bank plc from time to
time.
7.6 Mazo Distribution UK Ltd may elect to claim interest under the Late Payment of Commercial Debts (Interest) Act
1998 instead of the method under condition 7.5.
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8. WARRANTY.
8.1 Mazo Distribution UK Ltd warrants that upon delivery and for 12 (twelve) months from the date of delivery the
Goods under Proper Use, will be free from defects in design, material and workmanship and conform to the
specification in the Contract or given to Customer.
8.2 Mazo Distribution UK Ltd will not be liable for a breach of warranty in condition 8.1 unless:
8.2.1 Customer gives written notice of the defect to Mazo Distribution UK Ltd, and if the defect is as a
result of damage in transit to the carrier, within 7 (seven) days of the time when Customer
discovered or should have discovered the defect; and
8.2.2 Mazo Distribution UK Ltd is given reasonable opportunity after receiving notice of the defect to
examine the Goods and Customer returns the Goods to Mazo Distribution UK Ltd’s place of business
at Customer’s cost for the examination.
8.3 Mazo Distribution UK Ltd will not be liable for a breach of the warranty in condition 8.1 if the failure or
defect was caused by: fair wear and tear; designs and specifications and items which are outside Mazo
Distribution UK Ltd’s scope of supply whether commented on by Mazo Distribution UK Ltd or not; accidents,
misuse or neglect; repairs or modifications to the Goods which have been made without Mazo Distribution
UK Ltd’s approval.
8.4 Subject to conditions 8.2 and 8.3 if the Goods do not conform with the warranty in condition 8.1 Mazo
Distribution UK Ltd will at its option repair or replace the Goods and it will have no further liability for a
breach of the warranty in condition 8.1.
8.5 Replaced Goods belong to Mazo Distribution UK Ltd and any repaired or replacement Goods will be guaranteed
for the unexpired portion of the 12 (twelve) month period.
8.6 Mazo Distribution UK Ltd will have no liability for the costs of dismantling, transportation, re-assembly, reinstallation
and re-testing of the Goods affected under this warranty.
8.7 If Mazo Distribution UK Ltd did not make the Goods Customer is entitled only to such benefits as Mazo
Distribution UK Ltd receives under guarantees given to Mazo Distribution UK Ltd.
8.8 CUSTOMER IS AWARE THAT:
8.8.1 THIS WARRANTY IS IN PLACE OF AND EXCLUDES ALL OTHER WARRANTIES AND CONDITIONS,
WHETHER ORAL, WRITTEN, STATUTORY, EXPRESS OR IMPLIED;
8.8.2 IMPLIED WARRANTIES OR CONDITIONS OF FITNESS AND QUALITY WILL NOT APPLY;
8.8.3 MAZO DISTRIBUTION UK LTD’S LIABILITIES AND CUSTOMER'S REMEDIES IN RESPECT OF DEFECTS
WHETHER ARISING FROM BREACH OF CONTRACT, STATUTORY DUTY, WARRANTY, NEGLIGENCE OR
OTHERWISE ARE SOLELY AND EXCLUSIVELY AS STATED IN THIS CONDITION, AND MAZO
DISTRIBUTION UK LTD WILL HAVE NO LIABILITY OF ANY KIND FOR ANY SUCH DEFECTS OR DAMAGE
WHICH APPEAR AFTER EXPIRY OF THE WARRANTY PERIOD DESCRIBED ABOVE.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 No title to any of Mazo Distribution UK Ltd’s Intellectual Property Rights is transferred to Customer under the
Conditions. All Intellectual Property Rights are retained by Mazo Distribution UK Ltd and /or its suppliers.
9.2 Customer will not without the consent of Mazo Distribution UK Ltd cover, obscure or in any way alter any
distinctive mark forming part of or impressed on or affixed to the Goods received by Customer from Mazo
Distribution UK Ltd and any of the Goods which will have been so covered, obscured or altered without such
consent will not be sold.
9.3 Customer will promptly notify Mazo Distribution UK Ltd of any actual, threatened or suspected infringement of
or claim in respect of the Goods or of the Intellectual Property Rights of Mazo Distribution UK Ltd which come to
Customer’s notice and will at the request and expense of Mazo Distribution UK Ltd take all action as may be
reasonably required to assist Mazo Distribution UK Ltd in relation to any infringement or claim.
9.4 Mazo Distribution UK Ltd will indemnify Customer against all damages and costs awarded against Customer for
infringement of any intellectual property right granted or registered at the date of contract and resulting from
the use or sale of the Goods.
9.5 The indemnity in condition 9.4 will not apply to any infringement which is due to:
9.5.1 the association or combination of the Goods with any other article, apparatus or device; or
9.5.2 any Goods or parts of made to designs supplied by Customer.
9.6 The indemnity in condition 9.4 is conditional on Customer giving Mazo Distribution UK Ltd prompt written notice
of any claim for infringement and permitting Mazo Distribution UK Ltd, at Mazo Distribution UK Ltd’s expense, to
conduct on Customer's behalf any litigation or negotiations in respect of any claim.
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9.7 Condition 9 states Mazo Distribution UK Ltd’s entire liability for intellectual property right infringement.
9.8 All rights in any software supplied to Customer remains the property of Mazo Distribution UK Ltd. Customer is
given a personal non-exclusive licence to use the software for Customer’s internal business purposes in the
country in which the software was furnished and for execution on the system for which it was provided.
9.9 Customer may make copies of the software for use only with the system for which such programs were
acquired.
9.10 Customer will not export or re-export the software without the appropriate licences. Customer must not reverse
engineer, decompile or disassemble the software or rent or lease the software to any third parties.
10. LIMITATION OF LIABILITY
10.1 Mazo Distribution UK Ltd will not, in any circumstances, be liable to Customer or a third party for any: loss of
use; or loss of production; or loss of reputation; or loss of goodwill; or loss of profit; or loss of business; or loss of
contracts; or loss of revenues; or loss of anticipated savings; or increase in operating costs; or financial or
economic loss; or indirect loss; or consequential loss; or any other damage suffered
10.2 Subject to condition 10.3 the exclusions set out in condition 10.1 will apply to all claims whether as a result of
breach of contract, statutory duty or warranty, negligence or otherwise on the part of Mazo Distribution UK Ltd,
its employees, agents, subcontractors or suppliers who will have no greater liability in relation to the Conditions
than Mazo Distribution UK Ltd.
10.3 Mazo Distribution UK Ltd will compensate Customer for any legal liability for personal injury to or death of any
person or damage to any property to the extent that such personal injury or death or damage is caused by the
negligence of Mazo Distribution UK Ltd or of its employees or agents.
10.4 In the case of damage to property, other than the Goods supplied, such compensation will unless otherwise
specified be limited to value of the Goods ordered in respect of any one occurrence or series of occurrences
originating from one incident.
10.5 The total aggregate liability of Mazo Distribution UK Ltd for all other claims of any kind for any loss or damage
resulting from its performances or lack of performance under the Conditions in any one Year will not in any
event exceed an amount equal to the value of orders accepted in that Year.
10.6 Customer will indemnify Mazo Distribution UK Ltd against any and all claims in respect of or consequent to
pollution or to release of substances capable of causing harm to living organisms or interference with ecological
systems arising from the Goods except in respect of personal injury or death, whether or not resulting from the
negligence of any person.
10.7 If Customer is not the sole end user and ultimate owner of the Goods, then Customer will ensure by its contract
with the end user or ultimate owner or its buyer that Mazo Distribution UK Ltd is given the benefit of the
exclusions and limitations of liability set out in this condition by all such users, owners and buyers and will
indemnify Mazo Distribution UK Ltd against claims of any kind by them to the extent that Mazo Distribution UK
Ltd would not be liable to Customer under the Conditions if the claim had been made by Customer.
11. ASSIGNMENT
11.1 Customer will not assign any Contract or any part of it without obtaining the prior written consent of Mazo
Distribution UK Ltd.
11.2 Mazo Distribution UK Ltd may assign any Contract or any part of it to any person, firm or company.
12. FORCE MAJEURE
12.1 Subject to Customer’s payment obligations in condition 7 if a party fails to perform its obligations under the
Conditions it will be excused from and will not be liable for the failure if the failure prevention delay or restriction
was beyond the reasonable control of the party and caused by any act of God; or act or omission of government;
or war, hostilities or act of terrorism; or industrial dispute; or failure or delay in source of supply of materials or
equipment; or fire, explosion, accident; or breakdown of essential machinery or equipment; or other cause
whether similar or not to any of the above.
12.2 If the performance of a party’s obligations is prevented, delayed or restricted as detailed in condition 12.1 then
the time for performance will be extended accordingly.
12.3 If performance is prevented, delayed or restricted for more than 3 (three) months by anything in condition 12.1
and the parties have not agreed upon a revised basis for continuing the work after the delay, then either party
may after that period and while the cause of the non-performance still exists terminate the Contract by not less
than 30 (thirty) days' notice in writing to the other party.
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13. SUSPENSION
13.1 If Customer fails to make any payment when due or perform on time any of its other obligations under the
Contract:
13.1.1 Mazo Distribution UK Ltd may to suspend performance of the Contract until the failure is remedied
and/or terminate the Contract; and
13.1.2 the time for performance of the Contract by Mazo Distribution UK Ltd will be extended accordingly;
and
13.1.3 any cost including financial costs and storage, demurrage or other charges incurred by Mazo
Distribution UK Ltd as a result of Customer’s failure will be paid by Customer.
13.2 If performance of the Contract is for any reason suspended and such suspension continues for more than 3
(three) months in aggregate in any 6 (six) month period Mazo Distribution UK Ltd will be entitled at any time
during that continued suspension by giving not less than 30 (thirty) days' written notice to terminate the Contact
immediately.
14. CONFIDENTIALITY
14.1 Customer will not divulge or communicate to any person or use (unless the use is necessary to comply with its
obligations under the Conditions) or exploit for any purpose whatsoever any Confidential Information.
14.2 The restriction in condition 14.1 will continue to apply at all times during the continuance of any Contract
incorporating the Conditions and for a period 10 (ten) years after the expiration or earlier termination of the
Contract (for any reason whatsoever) but will cease to apply to information which is at the date of the disclosure
public knowledge through no fault of Customer or can be shown by Customer to the reasonable satisfaction of
Mazo Distribution UK Ltd to have been known to it before its being disclosed by Mazo Distribution UK Ltd to
Customer.
14.3 Customer will immediately upon expiration or earlier termination of the Contract (for any reason whatsoever)
return to Mazo Distribution UK Ltd free of charge all Confidential Information in Customer’s possession or
control together with a certificate that no copies of it have been retained.
15. TERMINATION
15.1 A party may terminate a Contract by written notice to the other immediately if the other party:
15.1.1 commits a continuing or material breach of the Conditions and where a breach is capable of remedy
fails to remedy it within 21 (twenty one) days of a written notice requiring the breach to be
remedied; or
15.1.2 is dissolved, becomes insolvent, fails or is unable to or admits in writing its inability to pay its debts,
institutes or has instituted against it proceedings seeking a judgment of insolvency or bankruptcy;
has a resolution passed for its winding up or liquidation; seeks or becomes the subject of the
appointment of an administrator, receiver or similar official in respect of its assets; or
15.1.3 ceases or threatens to cease to carry on business.
15.2 Any waiver by either party of a breach of the Conditions will not be considered as a waiver of any subsequent
breach of the same or any other condition.
15.3 The rights to terminate a Contract will not prejudice any other right or remedy of either party in respect of the
breach concerned (if any) or any other breach.
16. GENERAL
16.1 Mazo Distribution UK Ltd may perform its obligations and exercise the rights granted under the Conditions
through any company which at the relevant time is its holding company or subsidiary (as defined by section 736
of the Companies Act 1985) or the subsidiary of any such holding company and any act or omission of any such
company will for the purposes of the Conditions be the act or omission of Mazo Distribution UK Ltd.
16.2 Mazo Distribution UK Ltd may carry out its obligations under the Conditions through any agents or subcontractors
appointed by it in its absolute discretion for that purpose.
16.3 Except as provided in conditions 16.1 and 16.2 a Contract is personal to the parties and neither of them may
without the written consent of the other assign, mortgage, charge (otherwise than by floating charge) or dispose
of any of their rights or sub-contract or otherwise delegate any of their obligations under the Conditions.
16.4 If any of the Conditions is found by any court, tribunal or administrative body of competent jurisdiction to be
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wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it will to the extent of such
illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the
remaining provisions of the Conditions and the remainder of such provision will continue in full force and effect
and, if necessary, be so amended as will be necessary to give effect to the spirit of the Conditions so far as
possible.
16.5 Failure or delay by Mazo Distribution UK Ltd in enforcing or partially enforcing any provision of the Conditions
will not be construed as a waiver of any of its rights.
16.6 Subject to where provided the parties agree that no condition will be enforceable by virtue of the Contracts
(Rights of Third Parties) Act 1999 by any third party.
17. NOTICES
17.1 Notices must be in writing and delivered by hand, first class post, or facsimile to the other party at its registered
office or trading address, or such other address it may designate by written notice to the other.
17.2 Notices will be deemed to have been received by the addressee:
17.2.1 2 (two) working days, excluding Saturdays, Sundays and bank and public holidays, following the
date of dispatch if sent by first class post;
17.2.2 on the day of delivery if delivered by hand;
17.2.3 on the day of transmission if sent before 4.00pm and otherwise on the next working day if sent
by facsimile.
18. LAW/JURISDICTION
18.1 The Conditions and any Contract between the parties will be deemed to be made in England and construed in
accordance with the law of England and Wales. The Parties submit to the exclusive jurisdiction of the English
courts.
18.2 The United Nations Convention on Contracts for the International Sale of Goods signed in Vienna 1980 will not
apply.
18.3 Nothing will prevent Mazo Distribution UK Ltd from applying to any appropriate court in any other jurisdiction for
any injunction or other like remedy to restrain Customer from committing any breach or anticipated breach of
the Conditions and for consequential relief.
