MOCAP LTD Standard Terms and Conditions

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MOCAP LTD Standard Terms and Conditions

MOCAP LTD Standard Terms and Conditions


1. General

These Conditions shall form the basis of the contract between MOCAP Limited (“the Seller”) and the other party referred to overleaf (“the Purchaser”) (“the Contract”). Notwithstanding anything to the contrary in the Purchaser’s standard conditions of purchase, these Conditions shall apply except so far as expressly agreed in writing by the Seller. No servant or agent of the Seller has power to vary these or to make representations or promises about the condition of the goods the subject of the Contract (“the goods”) their fitness for any purpose or any other matter whatsoever.

2. Quotations and Orders

Unless otherwise expressly stated in writing, all quotations and estimates by the Seller are invitations to treat. The Purchaser’s order is an offer and will become binding upon the Seller posting or delivering its confirmation of the order. A confirmed order may only be cancelled or varied with the Seller’s written consent; the giving of the Seller’s consent shall not in any way prejudice the Seller’s right to recover from the Purchaser full compensation for any loss or expense arising from such cancellation or variation.

3. Cost Variation


4. Documentation

The catalogues, advertisements and other statements made by the Seller are intended for information only and shall not form part of any quotation or contract unless expressly included in writing. All moulds, mould tooling, drawings and designs shall be the sole property of the Seller. The Purchaser shall keep the Seller indemnified against all costs, proceedings, claims and demands whatsoever to which the Seller may become liable as a result of work done in accordance with the Purchaser’s specifications and which involves infringement of any letters patent or registered design or otherwise the legally enforceable rights of a third party.

5. Delivery

(a) Dates of delivery are estimates only and the Seller shall not be liable in any respect whatsoever for the consequences of a delay howsoever caused.Revised January 22, 2019

(b) Where the Seller is to deliver, delivery shall be as near as possible to the Purchaser’s premises (or such other place as shall be agreed) as a safe hard road permits. The Purchaser shall provide at its own expense the labour for unloading and stacking; such labour to be available during normal working hours. Damage to goods due to inadequate site access or careless planning shall be at the Purchaser’s risk. The Purchaser hereby agrees to indemnify the Seller against all costs and expenses incurred due to any damage incurred to any goods, plant or machinery owned by or at the Seller’s risk arising from inadequate site access and/or the Purchaser’s careless or inadequate planning of delivery, unloading and/or storage of the goods. (c) Where the goods are not delivered by the Seller, but by an independent carrier, delivery to the carrier shall be delivery by the Seller to the Purchaser. The Purchaser shall have a duty to acquaint itself with the carrier’s conditions of transport and delivery and will meet the said conditions.

6. Claims


(b) If delivery is not refused and the Purchaser has not given notice in accordance with paragraph6(a), the Purchaser shall not be entitled to reject the goods and the Seller shall have no liability for any such defect or failure, and the Purchaser shall be bound to pay the contractual price for the goods.


7. Warranties


8. Force Majeure


9. Title to and Risk in Goods


(b) Until such time as the property in the goods passes to the Purchaser, the Purchaser shall hold the goods as the Seller’s fiduciary agent and bailee, and shall keep the goods separate from those of the Seller and third parties, and properly stored, protected and insured, and identified as the Seller’s property. The Purchaser shall be entitled to resell or use the goods in the ordinary course of its business, and shall keep all such proceeds separate from any monies or property of the Purchaser and third parties.


10. Terms of Payment



11. Termination


12. Export Terms
(a) In this paragraph “Incoterms” means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the contract is made. Unless theRevised January 22, 2019 context otherwise requires, any term or expression which is defined or given a particular meaning in the provisions of Incoterms shall have the same meaning in these Conditions, but if there is any conflict between the provisions of Incoterms and these Conditions, the latter shall prevail.





13. Foreign Shipments

The goods, including any software, documentation, and any related technical data included with, or contained in, such Products, and any products utilizing any such goods, software, documentation, or technical data (collectively, “Regulated Products”) may be subject to US export control laws and regulations, including the Export Administration Regulations and the International Traffic in Arms Regulations. The Purchaser shall not, and shall not permit any third parties to, directly or indirectly, export, reexport, or release any Regulated Products to any jurisdiction or country to which, or any party to whom, the export, reexport, or release of any Regulated Products is prohibited by applicable federal or foreign law, regulation, or rule. The Purchaser shall be responsible for any breach of this Section by its, and its successors’ and permitted assigns’, parent, affiliates, employees, officers, directors, shareholders, customers, agents, Purchasers, resellers, or vendors. The Purchaser shall comply with all applicable national and foreign laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, reexporting, or releasing any Regulated Products. The Purchaser shall provide prior written notice of the need to comply with such laws and regulations to any person, firm, or entity which it has reason to believe is obtaining any such Regulated Products from the Purchaser with the intent to export or reexport. Neither Purchaser nor any of its directors, officers, employees, or agents, is a person or entity who (i) is currently the subject of any investigation by the Office of Foreign Assets Control, Department of the Treasury (“OFAC”), the office of Financial Sanctions Implementation within Her Majesty’s Treasury, or any other governmental or supranational entity imposing economic sanctions and trade embargoes (“Sanctions Investigation(s)”), or (ii) is directly or indirectly owned or controlled by any person who is currently the subject of a Sanctions Investigation. Purchaser shall promptly notify Seller when it or any of its directors, officers, employees, or agents becomes the subject of any Sanctions Investigation. Purchaser is, and has been, in compliance with all statutes, laws, ordinances, regulations, rules, codes, governmental orders, or any other requirement or rule of law of any governmental authority administered by OFAC, the office of Financial Sanctions Implementation within Her Majesty’s Treasury, or any other governmental orRevised January 22, 2019 supranational entity imposing economic sanctions and trade embargoes (“Economic Sanctions Laws”) against designated countries (“Embargoed Countries”), entities, and persons, including without limitation, any person or entity who is named on the List of Specially Designated Nationals and Blocked Persons or the Consolidated List of Financial Sanctions Targets in the UK (collectively, “Embargoed Targets”). The Purchaser is not, and has not been an Embargoed Target or otherwise subject to any Economic Sanctions Law. Purchaser shall comply with all Economic Sanctions Laws. Without limiting the generality of the foregoing, Purchaser shall not (i) directly or indirectly export, reexport, transship, or otherwise deliver the goods or any portion of the goods to an Embargoed Target or (ii) broker, finance, or otherwise facilitate any transaction in violation of any Economic Sanctions Law. The monies used to fund Purchaser’s purchase of the goods were not funded by or otherwise derived from the government of, or any Embargoed Target.

14. Compliance with Laws

Purchaser shall be responsible for processing all registrations and importation permits to import the Products and shall comply, prior to importing the Products, with all applicable laws and other requirements including but not limited to those regarding labeling, safety and usage, handling and disposal of hazardous materials, import and export of materials, and with all other applicable laws and regulations. Purchaser represents and warrants that neither it nor any of its officers, directors, employees, or agents is an official, agent, or employee of any government, governmental agency, or political party or a candidate for any political office. Purchaser shall promptly notify Seller of the occurrence of any event that may reasonably result in an exception to the foregoing. Purchaser may not directly or indirectly, in the name of, on behalf of, or for the benefit of Seller, offer, promise, or authorize to pay, or pay any compensation, or give anything of value to, any official, agent, or employee of any government or governmental agency, or to any political party or officer, employee, or agency thereof, or any candidate for political office, for purposes of influencing any act or decision of such Foreign Officials, or in an effort to obtain or retain business. Purchaser shall require each of its directors, officers, employees, and agents to comply with the provisions of this Section, the Foreign Corrupt Practices Act (“FCPA”) of the United States, 15 U.S.C. § 78dd-1 et. seq, the United Kingdom Bribery Act, and any other similar acts applicable to Purchaser.

15. Waiver


16. Applicable Law



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