In these conditions: –
The “Company” shall mean Simpli-Fi, trading as The Metatech Group.
The “Customer” shall mean the receiving party/end user of the Product and not necessarily their appointed Agent, The “Products” shall include all the goods and services provided by the Company,
The “Order” shall mean the order placed by the Customer or their Agent with the Company for the Products; the “Contract” shall mean the contract made between the Customer, their Agent and the Company for the Products.
The order is placed subject to these conditions, and no variation of these conditions is applicable unless expressly accepted in writing by the Company. The Company’s acknowledgement of the order shall not constitute such acceptance.
Any quotation is valid for a period of thirty days (30) from the date of the quotation unless otherwise stated or unless revoked by the Company, and, in any event, the Order is subject to written acceptance by the Company.
Unless otherwise stated, all prices are strictly net and are for delivery/installation to the site in the mainland of the United Kingdom.
5. PRICE ADJUSTMENT
The company reserves the right at any time prior to delivery to vary the price quoted for the products following the date of the quotation if there is any change in rates of exchange, any imposition or alteration of Government tax, increasing the cost of materials, labour or transport or if the cost of supplying the Products is increased by any other factor beyond the control of the Company.
All prices are exclusive of VAT, unless expressly stated on the quotation, and will be charged at the rate current at the time of delivery.
(i) Unless otherwise agreed in writing, payment is to be made against the Company’s invoice, and payment shall be net cash. The payment terms are stated on the Quotation and/or the Sales Order Form, and/or on the Invoice. In any case, all payments must be made within thirty days (30) from the date of invoice.
(ii) Any sums not paid on the due date shall be subject to an interest charge at the rate of 4% compounded per calendar month from the date of invoice of all amounts overdue until payment thereof such interest to run from day to day and to accrue after as well as before any judgement.
8. DELIVERY AND RISK
(a) Subject to the following sub-clauses of this clause, all risks shall pass to the customer upon delivery/installation. (b) Unless otherwise specified, delivery/installation shall be deemed to take place when the Products have been delivered or installed at the Customers premises or other specified delivery/installation point in the United Kingdom or to the Customers carrier if to be collected. (c) All dates and times specified to the Customer for delivery and installation of the products are estimates only, and the Company shall not have liability for delay or for any damages or losses sustained by the Customer as a result of such dates or times not being met. The Customer shall not be entitled to refuse acceptance of the Products as a consequence of such delay.
(d) The Company may, in its absolute discretion, withhold delivery pending payment of any sum due from the Customer to the Company under any Contract.
(e) If the Customer does not accept delivery of a consignment of Products at the agreed date, then the Company shall be entitled to claim payment in accordance with clause 7 above for the Products refused;
(i) The Products refused shall be in all respects at the Customers risk;
(ii) The cost of storing the Products shall be borne by the Customer.
9. DAMAGE OR LOSS IN TRANSIT
The Company will, at its discretion, either refund the cost or replace or repair free of charge any Products proved to the Company’s satisfaction to have been lost or damaged in transit up to the moment of delivery. This is provided that within three days of receipt of the Products in the case of damage, or within 10 days of receipt of invoice in the case of loss, the Customer notifies both the carrier and the Company of the nature and its extent of the damage or loss. The Company accepts no liability for delay in transit unless the Products are checked on receipt. If the Products are not checked, the carrier’s documentation should be endorsed “unexamined”.
(a) The Customer shall acquire title to the Products only when the Company, in accordance with Clause 7, has received payment thereof either directly or through a dedicated supply chain or for the purposes of the sub-clause (d) of this Clause.
(b) The Company may seek to recover the Products supplied to the Customer in the event that the full payment is not received in the contracted timeframe.
(c) In the event of seizure by a third party or any other act of a third party affecting the Company’s interest in the Products, the Customer shall notify the Company immediately.
(d) Until the Company becomes entitled to determine the Contract pursuant to Condition 15, the Customer shall have the right to sell or otherwise dispose of the Products, but only for its own account and not as the agent of the Company, and the proceeds of such disposal shall be held in trust for the Company to the extent of any sums outstanding.
(a) The Products will be supplied generally in accordance with the Company’s proprietary specification, therefore (“the Specification”) The Company will not accept liability for the Products supplied except where variation from the Specification is significant.
(b) Subject to the Specification, descriptions and illustrations contained in the Company’s catalogues shall not form part of the Contract.
(c) All Specifications, drawings and technical descriptions submitted with or in connection with any quotations or acknowledgement of the Company are the Company’s copyright. All such copyright material, and all information and “know-how” whenever supplied, shall at all times be treated by the Customer as confidential and shall not, without the consent of the Company, be used by the Customer except for the purpose of the Contract and the operation of the Products supplied hereunder, nor shall they without the consent of the Company be communicated to third parties save insofar as any be necessary for the purposes stated above.
(a) Any Products which are found to the Company’s satisfaction to be defective as a result of faulty design, manufacture, or workmanship will, at the sole discretion of the Company, be replaced free of charge or repaired free of charge provided that: –
(i) The Products (or samples thereof showing the alleged defects) are returned properly packed, carriage paid to the Company’s works in United Kingdom at the Customer’s risk within twelve months from the date of delivery as defined in Clause 8 hereof, and
(ii) if the Products have been manufactured to the Customer’s design the defects are not as a result of faulty design of the Customer.
(iii) if the Products have been manufactured to the Customer’s design, the defects are not as a result of faulty design of the Customer.
(b) Repaired or replaced goods will be returned free of charge to destinations on the mainland of the United Kingdom.
(c) In the case of Products not of the Company’s manufacture, any warranty shall be limited to that given to the Company by the Manufacturer thereof.
(a) The Warranty given in Clause 12 above is the only Warranty given by the Company, and any other claims (other than claims for death or personal injury attributable to the negligence of the Company, its agents or employees) relating to any express or implied warranties or conditions as to quality and fitness for purpose of the Products are hereby expressly excluded. Unless specifically agreed, the Company does not warrant that the Products are suitable for any particular application.
(b) The Company shall not be under any liability for any contingent or consequential loss, damage or injury to the Customer, however arising.
(c) Subject to sub-clause (a) above, in the event of the Company being found liable for any loss or damage arising out of the Products, its total liability shall not under any circumstances exceed for any breach or breaches, the purchase price of the Products.
14. PATENT INDEMNITY
If the Customer is threatened with any action alleging that the Products in the form sold infringed any patent, Copyright, or Registered Design, then provided that the Customer promptly informs and fully co-operates with the Company and in cases where the Customer will indemnify the Customer against any award of damages and costs against the Customer arising from such action. The above indemnity is given by the Company in lieu of any or all other liabilities. The Company might have in relation to any action against the Customer for infringement of patent or other proprietary rights, and under no circumstances will the Company be liable for any contingent consequential or any loss whatsoever arising. The Company shall have no liability in respect of claims for infringement or alleged infringement of third parties’ patent or other proprietary rights arising from the execution of the order in accordance with the Customer’s designs, plans or specifications.
Without prejudice to any claim or right it might otherwise make or exercise, the Company shall have the right forthwith to determine the contract by summary notice and to claim for any losses, costs or expenses thereby incurred in the event that the Customer commits any serious breach of any of the terms of these conditions or if the Customer makes or offers to make any arrangement or compositions with creditors of commits any act of bankruptcy, or if any petition or receiving order in bankruptcy is presented or made against the Customer, or if the Customer is a Limited Company and any resolution or petition to wind up such Company is past or presented otherwise than for reconstruction or amalgamation or if a receiver of such company’s undertaking property or assets or any part thereof is appointed.
16. FORCE MAJEURE
(a) Neither party shall be under any liability to the other for any breach of any provision hereof, or failure on its part to perform any obligation as a result of force majeure, which for the purposes of these conditions shall mean and include acts of God, war (whether declared or not), sabotage, riot, explosion, Government control, restrictions or prohibitions or any other Government act
(b) or omission, whether local or national, fire, accident, earthquake, storm, flood, epidemic, drought, or other natural catastrophes, inability to obtain equipment, suitable raw material, components, fuel, power or transportation, disputes with workmen, strikes or lockouts, shortage of labour or any other cause beyond the control of such party.
(c) If either party is unable to perform any of its obligations under the Contract by reason of any of the causes referred to in sub-clause (a) of this Clause, then that party shall forthwith notify the other party of the estimated extent and duration of such inability. (d) In the event the Customer is unable to perform its obligations under the Contract by reason of any of the causes referred to in sub-clause (a) of this clause for a period of six months or more, then the Company may at any time after the expiration of such six months period terminates the Contract by written notice.
These conditions supersede all previous conditions, understandings, commitments, agreements or representations whatsoever, whether oral or written and shall not be varied except with the Company’s written consent.
Any notice required to be given hereunder shall be sufficiently given if sent by registered post, cable or telex to the recipient at its registered office or last known address and shall be deemed to have been properly served at the time when in the ordinary course of transmission it would reach its destination.
19. GOVERNING LAW
These Conditions and the Contract shall be governed, construed and shall take effect in accordance with the laws of England and shall be subjected to the jurisdiction of the English Courts.
20. AMENDMENTS OR CANCELLATIONS
Once accepted by the Company, no Order can be amended or cancelled except with the Company’s written approval and upon terms which indemnify the Company against any losses, including loss of profit or additional costs resulting from. In particular, additional costs incurred because of any alterations made at the Customer’s request to quantities, delivery dates, rates, or specifications shall be borne by the Customer.
Any Contract entered into by the Company shall be regarded as severable in the event of the Products being of different kinds or the Contract providing for delivery by instalments. Each and every delivery of separate items under the Contract shall be regarded as being made under a separate Contract, and the damages arising from any alleged breach of Contract shall be limited accordingly.
22. INSTALLATION AND COMMISSIONING
Where installation and/or commissioning are to be performed by the Company, the Company’s special conditions for such work shall apply.
The headings in these conditions shall not be deemed to be part hereof or be taken into consideration in the interpretation or construction hereof of the Contract.