1.1 In these Conditions:

• “Buyer" – the person, company, or organisation that accepts a quotation from the Seller for the sale of Goods, or whose order for the Goods is accepted by the Seller.
• “Goods” – the goods (including any part, component, or instalment) to be supplied by the Seller in accordance with these Conditions.
• “Seller” – MRL Midlands Limited (registered in England under number 07090933).
• “Conditions” – these standard terms and conditions of sale, including any special terms agreed in writing between Buyer and Seller.
• “Contract” – the agreement for the purchase and sale of the Goods.
• “Writing” – includes email and other agreed electronic means.

1.2 Any reference to a statute or statutory provision includes any amendment, re-enactment, or replacement in force at the relevant time.

1.3 Headings are for convenience only and do not affect interpretation.

2.1 The Seller shall sell and the Buyer shall purchase Goods in accordance with:

• A written quotation from the Seller accepted by the Buyer; or
• A written order from the Buyer accepted by the Seller; in each case subject to these Conditions, which override any terms the Buyer seeks to impose.

2.2 No variation to these Conditions is binding unless agreed in Writing by authorised representatives of both parties.

2.3 The Seller’s employees or agents are not authorised to make representations about the Goods unless confirmed in Writing.

2.4 Any advice given but not confirmed in Writing is followed at the Buyer’s own risk.

2.5 Typographical or clerical errors in sales literature, quotations, price lists, invoices or other documents may be corrected without liability.

3.1 The Buyer is responsible for ensuring the accuracy of its order and for providing any necessary information in sufficient time for the Seller to fulfil the Contract.

3.2 The description and specification of the Goods shall be as set out in the Seller’s quotation or the Buyer’s order (if accepted by the Seller).

3.3 Where the Goods are made to the Buyer’s specification, the Buyer indemnifies the Seller against any claim that such specification infringes third-party rights.

3.4 The Seller may change the Goods’ specification to comply with applicable laws or without materially affecting quality or performance.

3.5 Orders accepted by the Seller may only be cancelled with the Seller’s
written agreement, and the Buyer shall indemnify the Seller for all costs,
losses, and expenses resulting from cancellation.

3.6 Exchange & Core Items – Items labelled as “exchange” or “core” are
sold on the basis that the identical item being replaced is returned to the
Seller within 30 days of receipt of the replacement.

• A core charge (full manufacturer’s replacement cost) will be invoiced if the item is not returned within 30 days or is returned damaged beyond repair.
• The Buyer is responsible for return shipping unless otherwise agreed.

4.1 Special offers apply only to products advertised as such on the Seller’s
website or marketing materials and are subject to stock availability.

4.2 The Seller may withdraw or amend offers at any time without notice.

4.3 Promotional discounts or gifts are available only during the stated period.

4.4 Offers requiring email delivery will be sent to the address provided by the
Buyer.

5.1 Prices are those quoted by the Seller or, if no valid quotation exists, those in the current price list at the date of order
acceptance.

5.2 Prices are valid for 30 days unless otherwise stated.

5.3 The Seller may adjust prices before delivery to reflect increased costs
beyond its control (e.g. currency fluctuations, materials, labour, duties, or Buyer-requested changes).

5.4 Prices are ex-works unless otherwise agreed. Delivery, packaging, and insurance are charged extra.

5.5 Prices are exclusive of VAT, which the Buyer shall pay in addition.

6.1 Unless otherwise agreed in Writing, payment is due 30 days from end of month of invoice date.

6.2 Time for payment is of the essence.

6.3 If the Buyer fails to pay on time, the Seller may:

• Suspend or cancel further deliveries;
• Apply payments received to any outstanding invoice;
• Charge interest at 8% per annum above NatWest base rate, calculated daily, plus reasonable debt recovery costs.

7.1 Delivery is made either:

• By collection from the Seller’s premises after notification; or
• To the agreed delivery location.

7.2 Delivery dates are estimates only. The Seller is not liable for delays.

7.3 The Seller may deliver in instalments; each instalment is a separate contract.

7.4 If the Buyer fails to take delivery, the Seller may store the Goods at the Buyer’s risk and expense or resell them.

7.5 Short delivery claims must be made in Writing within 7 working days of delivery.

8.1 Goods may only be returned with the Seller’s prior written agreement.

8.2 Non-defective returns may be subject to a 25% restocking charge and must be
in resaleable condition.

8.3 The Seller will not accept unauthorised debit notes.

9.1 Risk passes to the Buyer on delivery.

9.2 Title remains with the Seller until full payment (including all other sums owed) is received.

9.3 Until title passes, the Buyer shall:

• Store Goods separately and clearly marked as the Seller’s property;
• Maintain them in good condition and insured;
• Permit the Seller to repossess Goods if payment is overdue.

9.4 The Buyer may resell Goods in the ordinary course of business but must hold proceeds on trust for the Seller.

10.1 The Seller warrants Goods will meet specification and be free from material defects for 12 months from delivery or first use, whichever is earlier.

10.2 This warranty does not cover defects caused by:

• Buyer’s design or specification;
• Fair wear and tear, misuse, neglect, or unauthorised repairs;
• Failure to follow the Seller’s instructions;
• Non-payment.

10.3 Liability is limited to repair, replacement, or refund at the Seller’s option.

10.4 The Seller is not liable for indirect or consequential losses.

10.5 Nothing in these Conditions limits liability for death or personal injury caused by negligence.

The Seller is not liable for failure or delay caused by events beyond its reasonable control, including but not limited to:

• Natural disasters, fire, flood, or accident;
• War, terrorism, or civil unrest;
• Government actions or trade restrictions;
• Strikes or labour disputes;
• Supply shortages or equipment failure.

In such cases, the Seller may cancel or extend delivery times.

If the Buyer becomes insolvent, bankrupt, enters administration, or ceases trading, the Seller may cancel the Contract and any outstanding sums become immediately due.

Notices must be in Writing and sent to the party’s registered office or principal place
of business.

14.1 To process credit applications, the Seller may supply personal/business information to CreditSafe or other credit reference agencies.

14.2 These agencies may record, share, and use the information for credit checks, identity verification, debt collection, and fraud prevention.

14.3 Full details of how personal data is processed are available in the Seller’s Privacy Policy.

These Conditions are governed by the laws of England and Wales, and the parties
submit to the non-exclusive jurisdiction of the English courts.