Terms and Conditions of Sale

M. Z. O. U. K. HOLDINGS (O.S.B.) LIMITED (Company No. 13835201)

These terms apply to every transaction with us. Please read them carefully before placing an order.

1.1 These Terms and Conditions (the "Terms") apply to all quotes, orders and contracts for the sale of Goods by us to you. By placing an Order, sending us a Purchase Order or accepting delivery of Goods, you confirm that you have read and understood these Terms and agree to be bound by them.

1.2 In these Terms:

• "We", "us" and "our" mean M. Z. O. U. K. HOLDINGS (O.S.B.) LIMITED, a company registered in England and Wales (Company No. 13835201), whose registered office is at 26 Oriel House, The Quadrant, Richmond, London TW9 1DL, United Kingdom.
• "You" and "your" mean the individual, firm, company or other legal entity buying Goods from us.
• "Goods" means all products, materials and items we sell under these Terms.
• "Contract" means the legally binding agreement between us and you for the sale and purchase of Goods on these Terms.
• "Group" means us and any of our subsidiaries, holding companies or businesses trading under our brands from time to time.

1.3 These Terms are the whole agreement between us and replace any earlier terms, discussions, statements or agreements, unless a Director of our company has expressly agreed otherwise in writing. Nothing in this clause limits or excludes liability for fraud or fraudulent misrepresentation.

1.4 No agent, employee or representative of ours may change these Terms unless we have approved the change in writing.

1.5 We may update these Terms from time to time to reflect changes in law, regulation or the way we do business. 

2.1 Our quotations, price lists and estimates are not offers. They are invitations for you to place an order, which we may then accept or decline.

2.2 Our prices do not include VAT, import duties, customs fees or any applicable trade tariffs. Where these apply, we will add them to your invoice at the rate in force at the time.

2.3 We may change our prices before delivery to reflect market movements, currency exchange rates, increases in raw material costs or changes in our operating costs.

2.4 If a price is wrongly charged or invoiced because of a typing or administrative mistake, we may correct the invoice. If you have been undercharged, you agree to pay the difference promptly once we let you know.

2.5 Charges for delivery, freight, insurance, handling, fuel surcharges or pallets may also apply. We will show these on your invoice.

3.1 All orders depend on stock availability and on any minimum or maximum order quantities we have told you about. A binding Contract is formed when we confirm your order in writing or dispatch the Goods.

3.2 We may refuse or cancel an order, in whole or in part, at our discretion. For example, we may do so where:

• the order is not commercially viable;
• we suspect illegal activity or fraud, or a breach of trade sanctions or export control laws; or
• you have not met our credit or payment terms.

3.3 Delivery dates are estimates only and are not guaranteed. Time of delivery is not of the essence. We are not responsible for delays caused by matters outside our reasonable control, including manufacturing or supply chain delays.

3.4 Inspecting your delivery.

• You must check the Goods as soon as they arrive.
• Please note any transit damage, shortages or discrepancies on the driver's paperwork or consignment note at the time of delivery.
• Where possible, refuse damaged or incorrect Goods with the driver, and tell us in writing within 24 hours, or one working day, of delivery.
• If you do not tell us in writing within that time, we will treat the delivery as accepted without qualification and you will lose the right to reject it.

3.5 We do not accept returns or give refunds because you have changed your mind, found a better price elsewhere, been affected by late delivery from a third-party supplier, or been unable to sell the Goods on to your own customers. This does not affect any rights you have that cannot be excluded by law.

3.6 If you fail or refuse to take delivery, we may:

• charge you for storage, insurance and any extra delivery costs;
• resell the Goods and charge you for any shortfall between the resale price and the original Contract price; and
• charge you for transport and administration costs.

4.1 The risk of loss or damage to the Goods passes to you on delivery. From that point you are responsible for insuring them.

4.2 Ownership of the Goods stays with us until we have received cleared payment in full of everything you owe us on any account.

4.3 Where we have given you credit, then until ownership passes to you:

• you must keep the Goods separate from other stock, clearly marked as our property, and look after them so that their value is preserved;
• you must not pledge, charge or otherwise use the Goods as security; and
• we may enter your premises, on reasonable notice, to take back any Goods that have not been paid for.

4.4 If you resell the Goods before ownership passes to you, you do so as principal and not as our agent. You must hold the proceeds in trust for us in a separate account and promptly pay us everything you owe.

4.5 Your right to possess the Goods ends automatically if you become insolvent, enter liquidation, administration or receivership, or fail to pay on time.

5.1 Payment terms will be set out on your invoice. Unless we have agreed otherwise in writing, payment is due in full when you receive the invoice.

5.2 Time for payment is of the essence. You must pay in the currency shown on the invoice by bank transfer, without any set-off, counterclaim or deduction.

5.3 If you pay late or do not pay, we may:

• suspend or cancel further deliveries under any active Contract;
• charge interest on the overdue amount, accruing daily, at the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998; and
• recover statutory compensation, legal fees and the costs of any third-party debt recovery.

6.1 We promise that the Goods will match, in all material respects, the description given at the time of sale.

6.2 Nothing in these Terms limits or excludes our liability for:

• death or personal injury caused by our negligence;
• fraud or fraudulent misrepresentation; or
• anything else that cannot lawfully be limited or excluded.

6.3 Subject to clause 6.2, and to the fullest extent the law allows:

• our total liability to you is limited to the net replacement value of, or a refund for, the defective Goods that gave rise to the claim; and
• we are not liable for loss of profit, loss of business, downtime, or any indirect, special or consequential loss arising from your purchase or use of the Goods.

7.1 Each of us must keep confidential any confidential information the other shares in connection with the Contract, and must not pass it to anyone else without the other's prior written consent, unless the law or a regulator requires it.

8.1 You must comply with all applicable anti-bribery and anti-corruption laws, including the UK Bribery Act 2010, and must not offer, give or accept any improper advantage in connection with the Contract.

8.2 You confirm that you are not, and will not deal with, any person or organisation that is subject to applicable UK, EU or US trade sanctions. You also confirm that you will not resell or export the Goods in breach of any applicable export control law.

9.1 We are not liable for any failure or delay in carrying out our obligations under the Contract if it is caused by events beyond our reasonable control. These include acts of God, strikes, lock-outs, fire, flood, severe weather, war, terrorism, pandemic, global supply chain disruption, transport network failures, and import or export restrictions.

10.1 Any notice under these Terms must be in writing. Send notices to us at our registered office or at info@mzoukholdings.com, and we will send notices to you at the address you have given us. A notice is treated as received on the next business day after it is sent.

11.1 Transfers. You may not transfer, assign or subcontract any of your rights or obligations under the Contract without our prior written consent. We may transfer the Contract to any member of our Group at any time.

11.2 If part of these Terms is unenforceable. If any provision is found to be invalid or unenforceable, the rest of these Terms will continue to apply in full.

11.3 Delay is not waiver. If either of us delays or fails to enforce a right under the Contract, that does not mean we have given it up.

11.4 Third parties. Anyone who is not a party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

12.1 We process your personal data in line with data protection law, including the UK GDPR and the Data Protection Act 2018. You can find request in our Privacy Policy at info@mzoukholdings.com

13.1 These Terms, every Contract, and any non-contractual disputes arising from them are governed by the law of England and Wales.

13.2 We both irrevocably agree that the courts of England and Wales have exclusive jurisdiction.