Terms & Conditions of Sale
All orders accepted by Mainline Distribution Ltd are subject to the Terms and Conditions of Sale set out below:
(Version updated February 2020)
1.1 All orders for products and services on the Mainline Distribution Ltd website at www.mainline-distribution.co.uk are subject to these terms and conditions of sale. No other terms will apply to the supply of products unless agreed in writing by an authorised signatory of Mainline Distribution Ltd or expressly stated otherwise in these terms and conditions of sale.
1.2 All descriptions of the products and services contained on the Mainline Distribution Ltd website or otherwise communicated to any purchaser of such products or services (the “Customer”) are approximate only and shall not form any part of the contract between Mainline Distribution Ltd and the Customer. Mainline Distribution Ltd shall not be liable to the Customer for any errors or omissions on the Mainline Distribution Ltd website or other product advertisement. The advertising of products and services on the Mainline Distribution Ltd website is not an offer capable of acceptance; it merely constitutes an invitation by Mainline Distribution Ltd for the Customer to make an offer to purchase products and services. Mainline Distribution Ltd’s acceptance of the Customer's order will take place when Mainline Distribution Ltd confirms pricing and delivery dates to the Customer in writing, at which point a contract will come into existence between Mainline Distribution Ltd and the Customer.
2.1 The prices of the products and services are as set out on the Mainline Distribution Ltd website. Mainline Distribution Ltd reserves the right to change prices without prior notice at any time. Up-to-date information can be found on the Mainline Distribution Ltd website.
2.2 The price of an ordered product or service will be as set out on the Mainline Distribution Ltd website at the time of order acceptance by Mainline Distribution Ltd, except for products or services ordered for delivery at a future specified date (“forward orders”). The price for forward orders may be varied by Mainline Distribution Ltd after the date of order acceptance by written notice to the Customer.
2.3 All prices include VAT at the rate applicable at the date of order acceptance.
3.1 Mainline Distribution Ltd reserves the right to decline to trade with any company or person. Mainline Distribution Ltd may decline to accept any order, whether or not payment has been received, by giving notice of non-acceptance to the Customer by telephone, email or facsimile within a reasonable period of receipt of the order by Mainline Distribution Ltd. Further, Mainline Distribution Ltd may cancel orders which have been accepted by giving written notice of such cancellation to the Customer by telephone, email or facsimile within a reasonable period of receipt of the order by Mainline Distribution Ltd. If Mainline Distribution Ltd rejects or cancels an order for which payment has been taken, it will refund the amount to the Customer as soon as reasonably practicable.
3.2 Mainline Distribution Ltd executes orders to the Customer's requirements, but may provide substitute products where requested by the Customer, or where the product has been superseded by the latest version. To the extent that orders cannot be fulfilled completely from stock, the unfulfilled balance will (at the Customer’s option) either be put on back order to be fulfilled when Mainline Distribution next has available stock or be cancelled and refunded to the Customer.
4.1 Subject to any cancellation, substitution or non-fulfilment of Customer's orders in accordance with clause 3 (Ordering), Mainline Distribution Ltd will deliver the products specified in the Customer's order. Mainline Distribution Ltd may use third party delivery agents to deliver products to Customers.
4.2 The Customer's delivery options, and the prices for them, are as set out on the Mainline Distribution Ltd website at the date of order or will be notified to the Customer at the time of order.
4.3 Delivery prices apply per order, irrespective of the number of products ordered. Delivery will be made to the Customer's address, unless otherwise agreed in writing.
4.4 Mainline Distribution Ltd will aim to deliver products in accordance with the times and dates for delivery quoted on the Mainline Distribution Ltd website or by Mainline Distribution Ltd’s employees (the 'Quoted Delivery Times'), but Quoted Delivery Times are approximate only and Mainline Distribution Ltd shall not be liable for the consequences of any delay in delivery. Time for delivery shall not be of the essence.
4.5 If any delivery has not been made by the Quoted Delivery Time, then subject to the Customer notifying Mainline Distribution Ltd of such delay, Mainline Distribution Ltd will endeavour to ascertain if the product has been delivered and will inform the Customer of the status of the delivery or the new expected delivery time. Mainline Distribution Ltd may also, at its discretion, refund the total delivery charge to the Customer. If a revised delivery time is not acceptable Mainline Distribution Ltd may also, at its discretion, offer an alternative delivery option. These are the Customer's exclusive remedies for late delivery.
4.6 Mainline Distribution Ltd will aim to deliver products in accordance with the lead times published for them on the Mainline Distribution Ltd website. All such lead times are approximate only, and no other delivery options are available. Mainline Distribution Ltd may, following Customer's order, notify the Customer if Mainline Distribution Ltd will be unable to fulfil any order of products within that published lead time, and may provide alternative options.
5. Inspection, Delivery Delays and Non-Delivery
5.1 The Customer must inspect the products as soon as is reasonably possible after delivery or collection. The Customer shall, within 14 days of the date of delivery or collection or, in the case of sub-clause iv below, the Quoted Delivery Time or any updated estimated date for delivery, give notice to Mainline Distribution Ltd in detail of:
i Any defect in the product that is apparent on reasonable examination. In this case Mainline Distribution Ltd shall, at Mainline Distribution Ltd's discretion, replace the products or refund the purchase price. In any event the Customer must refuse parcels delivered to it in a damaged condition;
ii Any shortfall in products delivered. In this case Mainline Distribution Ltd shall, at its discretion, deliver the undelivered products or refund the price of the undelivered products;
iii Any delivery of products not in accordance with the order. In this case Mainline Distribution Ltd shall, at Mainline Distribution Ltd's discretion, replace the products or refund the purchase price; or
iv Any non-delivery of the products (in which case the time limit is within 10 days of the estimated despatch date). In this case Mainline Distribution Ltd shall deliver the undelivered products or refund the price of the undelivered products.
5.2 If the Customer fails to give any such notice, the products shall be conclusively presumed to be, in all respects, in accordance with the order and free from apparent defects, and the Customer shall be deemed to have accepted the products accordingly. Mainline Distribution Ltd's record of the products despatched (including the quantity) shall be conclusive evidence of the products received by the Customer, unless proved otherwise by the Customer.
5.3 The remedies set out above are the Customer's exclusive remedies for non-delivery or short delivery of products, or for apparent defects in the products or delivery of products not in accordance with the order. Mainline Distribution Ltd shall not be liable for any losses, consequential or otherwise, or for costs (including legal costs), expenses, liabilities, loss of profits, loss of productivity, business or economic loss, depletion of goodwill, damages, claims, demands, proceedings, judgments or otherwise arising from these circumstances.
6.1 If Mainline Distribution Ltd has not granted credit to the Customer, payment terms are cash with order.
6.2 Credit terms (subject to satisfactory references and at Mainline Distribution Ltd's absolute discretion) are available. If credit has been granted, on acceptance of a Customer's order, Mainline Distribution Ltd will issue that Customer with an invoice. Such invoice will be sent by email in PDF format, unless otherwise agreed between Mainline Distribution Ltd and the Customer. The Customer shall pay the price of the product or service within 30 days of the products being despatched. All payments must be made without any set-off, deduction or counterclaim.
6.3 If any sum is not paid on the due date for payment then, without prejudice to any other right or remedy:
i all sums then outstanding from the Customer will immediately become due and payable notwithstanding that such sums would not otherwise be due until a later date, and
ii Mainline Distribution Ltd may apply a compensation charge as an estimate of administrative and other wasted costs incurred by Mainline Distribution Ltd to the Customer of £50 for outstanding sums up to £999.99; £100 for outstanding sums between £1,000 and £9,999.99; and £500 for outstanding sums of £10,000 or more; and
iii Mainline Distribution Ltd may also charge the Customer interest from the due date until payment is made in full (both before and after any judgement) on the amount unpaid at a rate which is 4 per cent per annum above the Bank of England base rate as set at 31 December for the period 1 January to 30 June inclusive in the following year and as set at 30 June for the period 1 July to 31 December inclusive, compounded monthly.
7. Risk and Ownership
7.1 In the case of products to be delivered to the Customer's property, risk of loss of or damage to the products shall pass to the Customer on delivery, unless the Customer wrongfully fails to take delivery of the products, in which case such risk shall pass to the Customer at the time when Mainline Distribution Ltd has attempted to deliver the products.
7.2 Ownership of any product supplied shall not pass to the Customer until full payment of the purchase price of the products and of all other amounts owing to Mainline Distribution Ltd has been made (in cash or cleared funds). If the Customer is late in paying any sum to Mainline Distribution Ltd, then Mainline Distribution Ltd shall be entitled to the immediate return of all products where ownership has not passed to the Customer. The Customer authorises Mainline Distribution Ltd and its agents to recover any such products in such circumstance, and to enter any premises of the Customer for that purpose.
7.3 Demand for or recovery of the products by Mainline Distribution Ltd shall not of itself discharge either the Customer's liability to pay the whole of the price and take delivery of the products or Mainline Distribution Ltd's right to sue for the whole of the price.
8. Product and Availability Information
8.1 Mainline Distribution Ltd reserves the right, without prior notice, to discontinue any product or to make design changes as part of its continuous programme of product improvement, or to assist product availability. The most up to date information on the availability and design of the products Mainline Distribution Ltd supplies is available on the Mainline Distribution Ltd website.
8.2 Unless otherwise confirmed in writing, nothing on the Mainline Distribution Ltd website is to be taken as a representation of the source of origin, manufacture, or production of the products or any part of them.
9. Warranties and Remedies
9.1 Mainline Distribution Ltd warrants that no product purchased from Mainline Distribution Ltd is materially defective.
9.2 In the event of any such product being materially defective, and subject to the provisions of clause 5 (Inspection, Delivery, Delays and Non-Delivery) surrounding defects apparent on delivery, Mainline Distribution Ltd will (at its option) replace or repair the product or refund the purchase price.
9.3 Mainline Distribution Ltd warrants that any service purchased from Mainline Distribution Ltd as referred to in clause 13 (Services) will be provided using reasonable care and skill. If any such service falls short of this standard, Mainline Distribution Ltd will, at its option, either re-provide the service or supply to the Customer free of charge a substitute product in place of the defectively serviced product.
9.4 These warranties shall not apply to any defect which arises from improper use, failure to follow the product instructions, or any repair or modification made without the consent of Mainline Distribution Ltd.
9.5 The remedies set out in this clause 9 shall be the Customer's sole remedies for any breach of warranty and in respect of the supply or non-supply of products and/or services.
9.6 The availability of the remedies set out in this clause 9 is subject to:
i a claim being made in writing to Mainline Distribution Ltd, prior to the return of any defective product, and within 12 months of the original date of despatch or date of service, or such other periods as may be indicated by Mainline Distribution Ltd for specific products or services from time to time in writing; and
ii the Customer returning or disposing of the relevant products, or making them available for collection by Mainline Distribution Ltd, in accordance with Mainline Distribution Ltd's instructions and suitably packaged. In particular, for any returns, the Customer must obtain a returns number from Mainline Distribution Ltd and quote this on all paperwork, and state the original invoice number in respect of the products and the nature of any claimed defect.
9.7 Where the Customer returns defective products otherwise than in accordance with these provisions, Mainline Distribution Ltd may refuse such products and return them to the Customer at the cost of the Customer.
9.8 Any products which are replaced by Mainline Distribution Ltd shall become the property of Mainline Distribution Ltd. Title to replacement products shall pass to the Customer in accordance with the provisions of clause 7 (Risk and Ownership), and the period of the replacement product's warranty shall be the unexpired period of the defective product's warranty.
9.9 The Customer shall have no remedy in respect of any untrue statement made to it upon which it relied in ordering products and/or services (unless such untrue statement was made fraudulently) other than any remedy it may have set out expressly in these terms and conditions of sale.
9.10 Save as expressly provided in these terms and conditions of sale, all implied warranties, terms and conditions (whether statutory or otherwise) concerning the supply or non-supply of products and/or services are excluded to the fullest extent permitted by law (including, without limitation, the implied terms of satisfactory quality, fitness for purpose and provision of services with reasonable care and skill).
9.11 Except as required by law, Mainline Distribution Ltd will not be liable to the Customer for any loss, damage or liability of any kind whatsoever which arises out of the breach of implied warranties, terms or conditions (statutory or otherwise) or breach of any other duty of any kind imposed on Mainline Distribution Ltd by operation of law. The Customer acknowledges that it is responsible for ensuring that the products and services it orders are fit for the purposes for which it intends to use them.
10. Export Control and Limitations of Use
10.1 Certain products sold by Mainline Distribution Ltd are subject to export control regulations of the United Kingdom, the United States of America, the European Union and other countries (“Export Laws”). The Customer shall comply with such Export Laws and obtain any licence or permit required to transfer, export, re-export or import the products.
10.2 The Customer shall not, directly or indirectly, sell, permit to be sold, dispose of, export, re-export or otherwise provide products to any country or entity under sanction or embargo administered by the United Kingdom, the United States of America, the European Union or other country.
10.3 The Customer certifies that products purchased from Mainline Distribution Ltd will not be used, sold or incorporated into products used directly or indirectly in the design, development, production or use of chemical, biological or nuclear weapons, delivery vehicles and systems of the same or in the development of any weapons of mass destruction.
10.4 Products sold by Mainline Distribution Ltd are not recommended or authorised for use in life support, surgical implantation, nuclear or aircraft applications or for any use or application in which the failure of a single component could cause substantial harm to persons or property.
11.1 Mainline Distribution Ltd shall not be under any liability for damage, losses (whether direct, indirect or consequential), expenses, liabilities, loss of profits, productivity, business or economic loss, depletion of goodwill, costs (including legal costs), claims, demands, proceedings, judgments or otherwise resulting from the failure to give advice or information or the giving of incorrect advice or information whether or not due to its negligence or that of its employees, agents or sub-contractors.
11.2 Mainline Distribution Ltd shall not be liable for economic loss, punitive damages, loss of revenue, loss of profits, loss of productivity or expected future business, damage to reputation or goodwill, loss of any order or contract or any consequential or indirect loss or damage, all as may result from, or be connected with: (i) any express or implied terms of the contract between Mainline Distribution Ltd and the Customer, or of any order accepted by Mainline Distribution Ltd; (ii) any duty of any kind imposed on Mainline Distribution Ltd by law arising out of or in relation to the contract between Mainline Distribution Ltd and the Customer or order; (iii) any defect in the products or services; (iv) intellectual property rights infringement; or (v) any other loss whatsoever arising out of these terms and conditions of sale.
11.3 If, notwithstanding any other provisions in these terms and conditions of sale including without limitation clauses 9 (Warranties and Remedies), 10 (Limitations of Use) and 11 (Liability), any liability attaches to Mainline Distribution Ltd, Mainline Distribution Ltd's liability to the Customer arising out of or in connection with these terms and conditions of sale or any order whether in contract, tort or otherwise in respect of one or more of (i) any express or implied terms of the contract between Mainline Distribution Ltd and the Customer, or of any order accepted by Mainline Distribution Ltd; (ii) any duty of any kind imposed on Mainline Distribution Ltd by law arising out of or in relation to the contract between Mainline Distribution Ltd and the Customer or the order; (iii) any defect in the products or services; (iv) intellectual property rights infringement; or (v) any other loss whatsoever arising out of these terms and conditions of sale, shall be limited in the aggregate to £10,000 or the total value of the order, whichever is greater.
11.4 Nothing in these terms and conditions of sale (including without limitation this clause 11) shall exclude or limit the liability of Mainline Distribution Ltd for death or personal injury caused by the negligence of Mainline Distribution Ltd or its employees, agents or sub-contractors, or for fraud or anything else which cannot by law be limited or excluded.
12. No fault Cancellations and Returns
12.1 Mainline Distribution Ltd may, at its discretion and in writing, allow an order to be cancelled where there is no fault with the product subject to Mainline Distribution Ltd recovering from the Customer the costs incurred by Mainline Distribution Ltd, and subject to the processing charge provided for in this clause 12.
12.2 In the event of cancellation of part of any order only, Mainline Distribution Ltd may invoice the Customer any difference in selling price per unit applicable to the quantity actually despatched up to the time of cancellation compared to the quantity ordered.
12.3 For Customers other than Consumers, a processing charge may apply in respect of all products returned other than due to defects covered by the warranty at clause 9.
12.4 Customers may only return products to Mainline Distribution Ltd, and receive a credit or refund or replacement on the following conditions:
i The Customer should contact Mainline Distribution Ltd to obtain a returns number (to be quoted on all relevant paperwork)
ii Return must be made within 14 days of the date of delivery (as stated on the delivery documentation) or collection of such product(s).
iii Products must be returned to Mainline Distribution Ltd in their original condition and packaging and in a condition which will enable them to be immediately fit for re-sale;
iv The Customer must follow any specific instructions which appear on the Mainline Distribution Ltd website with any product regarding its return to Mainline Distribution Ltd; and
v Products must be returned to Mainline Distribution Ltd adequately packed and clearly labelled to: Mainline Distribution Ltd, 317 Unit 14, Golden Hill Lane, Leyland, Lancashire, PR25 2YJ.
vi The Customer must quote the Returns Number on the parcel being returned.
12.5 Where the Customer returns products to Mainline Distribution Ltd not in accordance with clause 12.4 (i) – (vi) above (for example, after the period for returns has expired or in an unfit state) Mainline Distribution Ltd may refuse to accept the return and return the products to the Customer at the Customer's expense or may apply a handling charge which relates to the actual cost of reprocessing.
12.6 Mainline Distribution Ltd accepts no responsibility for any loss of or damage to products in transit from Customer to Mainline Distribution Ltd where Mainline Distribution Ltd has not provided the collection Services.
Mainline Distribution Ltd offers no services in respect of products.
14. Force Majeure
A force majeure event is any event beyond the reasonable control of Mainline Distribution Ltd (including but not limited to strikes, traffic congestion, the downtime of any external line, or Mainline Distribution Ltd inability to procure services, materials or articles required for the performance of the contract except at enhanced prices). If Mainline Distribution Ltd is prevented or restricted from carrying out all or any of its obligations under these terms and conditions of sale by reason of any force majeure event, then Mainline Distribution Ltd shall be relieved of its obligations during the period that such event continues, and shall not be liable for any delay and/or failure in the performance of its obligations during such period. If the force majeure event continues for a period longer than fourteen days, Mainline Distribution Ltd may cancel the affected order or cancel the whole or any part of these terms and conditions of sale, without any liability to the Customer.
15. Intellectual Property Rights
15.1 The Customer acknowledges that Mainline Distribution Ltd and its licensors own the intellectual property rights in the Mainline Distribution Ltd website, and that their whole or partial reproduction without Mainline Distribution Ltd's prior written consent is prohibited.
15.2 Mainline Distribution Ltd does not warrant or give any assurance to the Customer that any products supplied do not infringe the intellectual property rights of any third party.
16.1 The Customer shall (and shall procure that persons associated with it or other persons who are providing goods or services in connection with these Terms and Conditions shall) comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption, including, but not limited to, the Bribery Act 2010 (the Relevant Requirements) and shall:
i not (directly or indirectly) induce any employee, agent or subcontractor of Mainline Distribution Ltd to make any concession to or confer any benefit on the Supplier, refrain or withhold from doing any act, in return for any gift, money, or other inducement;
ii not do or omit to do any act that will cause or lead Mainline Distribution Ltd to be in breach of any of the Relevant Requirements; and
iii promptly report to Mainline Distribution Ltd any request or demand for any undue financial or other advantage of any kind received by the Customer in connection with these Terms and Conditions.
16.2 The Customer is informed that:
i Mainline Distribution Ltd employees are not permitted to accept gifts of more than token value, loans, excessive entertainment or other substantial favours from any company or individual that does business with Mainline Distribution Ltd or seeks to do so;
ii Mainline Distribution Ltd employees are not permitted to solicit gifts or other favours from any company or individual that does business with Mainline Distribution Ltd, or seeks to do so; and
iii entertainment of Mainline Distribution Ltd employees is acceptable only if it has a justifiable business purpose. It should be of a reasonable nature and such that Mainline Distribution Ltd’s employees, agents or contractors, can reciprocate.
16.3 Financial restrictions on gifts and entertainment are contained in Mainline Distribution Ltd's Anti-Bribery Policy and further details are available on request.
16.4 Any breach of this clause 16 shall be a material breach of these terms and conditions which is incapable of remedy.
17. Data Protection and Customer Information
18. Law and Jurisdiction
18.1 The contract between Mainline Distribution Ltd and the Customer based on these terms and conditions of sale as applicable to each Customer order shall be governed by and interpreted in accordance with English Law and the Customer submits to the non-exclusive jurisdiction of the English courts, but Mainline Distribution Ltd may enforce the contract in any court of competent jurisdiction.
18.2 Customers who are Consumers may submit any disputes with Mainline Distribution Ltd for resolution to the European Commission Online Dispute Resolution platform: https://webgate.ec.europa.eu/odr/.
18.3 If any part of these terms and conditions of sale is found to be unenforceable by any court or competent authority or would be found to be unenforceable if it were interpreted or construed in a particular way, then it is the parties' express intention that the relevant wording should be interpreted or construed so as to avoid such a finding and that, in the event of such a finding, the remainder of the provision in question shall be interpreted or construed to give it full effect.
18.4 No express term of these terms and conditions nor any term implied under it is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
Registered office: Mainline Distribution Ltd, 317 Unit 14, Golden Hill Lane, Leyland, Lancashire, PR25 2YJ, tel: 01772 382868, Registered No. 11218592. VAT Registration No. 311179924. © Mainline Distribution Ltd 2020.