1.1 The Supplier shall supply and the Customer shall purchase the Goods and Services in accordance with the accepted work order/quotation which shall be subject to these Terms and Conditions; and
1.2 The Contract shall be to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Customer.
2.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
means any day other than a Saturday, Sunday or bank holiday;
means the commencement date for the Contract as set out in the accepted work order/quotation;
means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with this Agreement.
means the contract for the purchase and sale of the Goods and supply of the Services under these Terms and Conditions;
means the price stated in the Contract payable for the Goods;
means the person who accepts a quotation or offer of the Supplier for the sale of the Goods and supply of the Services, or whose order for the Goods and Services is accepted by the Supplier;
means the date on which the Goods are to be delivered as stipulated in the Customer’s order and accepted by the Supplier;
means the goods, including any instalment of the goods or any parts for them, which the Supplier is to supply in accordance with these Terms and Conditions;
means a calendar month;
means the Services to be provided to the Customer as set out in the accepted work order/quotation.
means Mr Reactive Ltd, a company registered in England and Wales under 10847439 of Legend House, 173 Sunbridge Road, Bradford, BD1 2HB and includes all employees and agents of Mr Reactive Ltd.
2.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:
2.3 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.
2.4 Words imparting the singular number shall include the plural and vice versa.
2.5 References to any gender shall include the other gender.
3.1 The Supplier’s employees or agents are not authorised to make any representations concerning the Goods or Services unless confirmed by the Supplier in writing.
3.2 No variation to these Terms and Conditions shall be binding unless agreed in writing between the authorised representatives of the Customer and the Supplier.
3.3 Sales literature, price lists and other documents issued by the Supplier in relation to the Goods and Services are subject to alteration without notice and do not constitute offers to sell the Goods which are capable of acceptance.
3.4 Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Supplier shall be subject to correction without any liability on the part of the Supplier.
4.1 No order submitted by the Customer shall be deemed to be accepted by the Supplier unless and until confirmed in writing by the Supplier's authorised representative.
4.2 The specification for the Goods shall be that set out in the Supplier’s sales documentation unless varied expressly in the Customer’s order and accepted by the Supplier.
4.3 Illustrations, photographs or descriptions whether in catalogues, brochures, price lists or other documents issued by the Supplier are intended as a guide only and shall not be binding on the Supplier.
4.4 The Supplier reserves the right to make any changes in the specification of the Goods which are required to conform to any applicable safety or other statutory or regulatory requirements.
4.5 No order which has been accepted by the Supplier may be cancelled by the Customer except with the agreement in writing of the Supplier.
5.1 With effect from the Commencement Date the Supplier shall, in consideration of the price being paid in accordance with Clauses 6 and 7, provide the Services expressly identified in the accepted work order/quotation.
5.2 The Supplier will use reasonable care and skill to perform the Services identified in the accepted work order/quotation.
5.3 The Supplier shall use reasonable endeavours to complete its obligations under the Contract, but time will not be of the essence in the performance of such obligations.
6.1 The price of the Goods and Services shall be the price listed in the Supplier’s work order/quotation at the date of acceptance of the Customer’s order or such other price as may be agreed in writing by the Supplier and the Customer.
6.2 Where the Supplier has quoted a price for the Goods/Services other than in accordance with the Supplier’s published price list the price quoted shall be valid for 30 days only or such lesser time as the Supplier may specify.
6.3 The Supplier reserves the right, by giving written notice to the Customer at any time before delivery or provision, to increase the price of the Goods and/or Services to reflect any increase in the cost to the Supplier which is due to any factor beyond the control of the Supplier.
6.4 Except as otherwise stated under the terms of any accepted work order/quotation, all prices are inclusive of the Supplier's charges for packaging and transport unless otherwise agreed in writing.
6.5 The price is exclusive of any applicable value added tax, excise, sales taxes or levies of a similar nature where applicable.
7.1 Subject to any special terms agreed in writing between the Customer and the Supplier, the Supplier shall invoice the Customer for the price of the Goods and Services on or at any time after delivery of the Goods and/or provision of the Services.
7.2 The Customer shall pay the price of the Goods and Services in accordance with the Supplier’s invoice or agreed credit terms. The time for payment shall be of the essence of the Contract.
7.3 All payments shall be made to the Supplier as indicated on the form of acceptance or invoice issued by the Supplier.
7.4 If at any time the Supplier is not satisfied as to the creditworthiness of the Customer it may give notice in writing to the Customer that no further credit will be allowed.
8.1 Delivery of the Goods shall be made by the Supplier delivering the Goods to the place in the United Kingdom specified in the accepted work order/quotation.
8.2 The Delivery Date is approximate only and time for delivery shall not be of the essence unless previously agreed by the Supplier in writing.
8.3 If the Customer fails to take delivery of the Goods or any part of them on the Delivery Date, the Supplier shall be entitled to store or arrange for the storage of the Goods and charge the Customer any resulting costs.
8.4 With effect from the Commencement Date the Supplier shall provide the Services expressly identified in the accepted work order/quotation.
9.1 If the Supplier fails to deliver the Goods or provide the Services on the Delivery Date other than for reasons outside the Supplier’s reasonable control:
10.1 Risk of damage to or loss of the Goods shall pass to the Customer at delivery, collection or completion of installation as applicable.
10.2 The Goods shall remain as security until the Supplier has received payment in full of the price of the Goods.
10.3 The Goods shall remain as security until the Supplier has received all money owed to the Supplier, regardless of how such indebtedness arose.
10.4 Until payment has been made to the Supplier, the Customer shall be in possession of the Goods as a pledger to the Supplier.
10.5 The Supplier reserves the right to repossess any Goods in which title has passed to the Customer without notice where legally permitted.
10.6 The Customer’s right to possession of the Goods shall terminate if the Customer commits a material breach, enters insolvency, liquidation, administration or similar proceedings.
11.1 The Supplier may assign the Contract or any part of it to any person, firm or company without the prior consent of the Customer.
11.2 The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Supplier.
12.1 If on delivery any of the Goods are defective in any material respect, the Supplier shall at its option replace the defective Goods or refund the price for those Goods.
12.2 No Goods may be returned to the Supplier without the prior agreement in writing of the Supplier.
12.3 The Supplier shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, misuse or alteration of the Goods without the Supplier’s prior approval.
12.4 Subject as expressly provided in these Terms and Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
12.5 The Customer shall be responsible for ensuring that any use or sale of the Goods is in compliance with all applicable statutory requirements.
13.1 If the Customer fails to make any payment on the due date, the Supplier shall be entitled to:
13.2 This condition applies if the Customer fails to perform or observe any of its obligations or is otherwise in breach of the Contract.
13.3 If sub-Clause 13.2 applies, the Supplier shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without liability to the Customer.
14.1 The Supplier shall not be liable for any loss of profit or any indirect, special or consequential loss arising out of or in connection with the supply of the Goods and Services.
14.2 All warranties, conditions and other terms implied by statute or common law are excluded from the Contract to the fullest extent permitted by law.
14.3 The Customer shall indemnify the Supplier against all damages, costs, claims and expenses caused by the Customer, its agents or employees.
14.4 Where the Customer consists of two or more persons, all obligations shall be joint and several obligations of such persons.
14.5 The Supplier shall not be liable for delay or failure to perform if the delay or failure was due to any cause beyond the Supplier’s reasonable control.
14.6 Nothing in these Terms and Conditions excludes or limits the liability of the Supplier for death or personal injury caused by negligence, fraud, or any matter which cannot legally be excluded.
14.7 Subject to the remaining provisions of this Clause 14, the Supplier’s total liability shall be limited to the Contract Price.
15.1 Each Party undertakes to keep confidential all Confidential Information and not disclose it except as authorised in writing or as required by law.
15.2 Either Party may disclose Confidential Information where necessary for the purposes contemplated by these Terms and Conditions and the Contract, or as required by law.
15.3 The provisions of this Clause 15 shall continue in force in accordance with their terms, notwithstanding the termination of the Contract for any reason.
16.1 All notices under these Terms and Conditions and under the Contract shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
16.2 Notices shall be deemed to have been duly given when delivered, sent by email or facsimile, or posted in accordance with applicable delivery rules.
16.3 All notices under this Agreement shall be addressed to the most recent address, email address or facsimile number notified to the other Party.
Neither Party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party.
The Parties agree that no failure by either Party to enforce the performance of any provision in these Terms and Conditions or under the Contract shall constitute a waiver of the right to subsequently enforce that provision or any other provision.
The Parties agree that, in the event that one or more provisions of these Terms and Conditions or the Contract are found to be unlawful, invalid or otherwise unenforceable, those provisions shall be deemed severed from the remainder.
A person who is not a party to the Contract shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.
21.1 These Terms and Conditions and the Contract shall be governed by, and construed in accordance with, the laws of England and Wales.
21.2 Any dispute, controversy, proceedings or claim between the Parties shall fall within the jurisdiction of the courts of England and Wales.