Terms of sale
The commercial framework we quote and supply against.
Outline terms pending review. These terms are published as a guide to how we trade. The binding terms for any supply are those stated in our written quotation and order confirmation, and they prevail over this page.
1. Application
These terms apply to quotations issued by M2C Worldwide (insert full legal entity name) and to orders we accept. Any terms a buyer puts forward in a purchase order do not apply unless we accept them in writing.
2. Quotations
Quotations are invitations to order, not binding offers, and are valid for the period stated on them. Where no period is stated they are valid for 14 days. Prices are subject to change where raw material costs, freight rates or currency move materially before an order is confirmed, and we will tell you before accepting an order if that has happened.
3. Orders
An order is accepted only when we issue a written order confirmation. The order confirmation, together with the agreed specification, defines what is being supplied: item description, size or grade, carton quantity, packaging and labelling, and the agreed Incoterm.
We will not substitute a specified item for an equivalent without your written agreement.
4. Prices, payment and currency
Prices are quoted exclusive of duties and destination taxes unless the Incoterm states otherwise. Payment terms are stated on the order confirmation; new accounts are normally asked for a deposit against production with the balance due before shipping documents are released. Confirm your standard terms here.
Bank charges are for the account of the party incurring them. Where payment is late we may suspend further shipments.
5. Delivery and Incoterms
Trade terms are interpreted according to Incoterms 2020. Delivery dates are estimates given in good faith and depend on production schedules and carrier availability; we will notify you promptly of any material delay. Risk and cost pass as the agreed Incoterm provides.
6. Import, registration and compliance
Unless expressly agreed otherwise in writing, the buyer is responsible for import clearance and for any product registration, licence or local representative required in the destination market. We will supply the documentation and technical files reasonably available to us to support those obligations.
The buyer must not alter product labelling, make claims about a product beyond those in its documentation, or resell into a market for which the product has not been approved.
7. Inspection and claims
Please inspect goods on arrival. Claims for shortage, visible damage or incorrect shipment should reach us within 7 days of delivery, and claims for latent defects within 30 days of discovery and in any case before the product's expiry date. Keep the affected goods, their packaging and batch numbers available for inspection.
Where goods are confirmed to be outside specification, we will at our option replace them, credit them, or refund the price paid. Confirm these windows are ones you can operate against your own suppliers.
8. Warranty
Goods are supplied with the manufacturer's warranty where one applies, and we will pass through and administer warranty claims on your behalf. We warrant that goods will conform to the agreed specification at the point risk passes. We give no other warranty, and we do not warrant that a product is fit for a clinical purpose you have not told us about.
9. Liability
Our total liability in connection with any order is limited to the invoice value of the goods giving rise to the claim. We are not liable for loss of profit, loss of contract or other indirect loss. Nothing in these terms limits liability that cannot lawfully be limited, including liability for death or personal injury caused by negligence, or for fraud.
10. Governing law and disputes
These terms and any supply under them are governed by the law of insert jurisdiction, and the courts of insert jurisdiction have exclusive jurisdiction. Alternatively, specify arbitration - seat, rules and language - which is often preferable in cross-border trade.
11. Force majeure
Neither party is liable for delay or failure caused by events outside its reasonable control, including port closures, carrier failure, export or import restrictions, and interruption of raw material supply. Where such an event continues for more than 90 days, either party may cancel the affected part of the order.
Last updated: add the date these terms are finalised.