The following Terms and Conditions of Trading shall
apply to business conducted by Mdepot Ltd
hereafter referred to as "the company" and its customers.
The company conducts business with trade customers and private
consumers with whom the Laws differ. Business conducted with the company shall
be within the Laws specific to transactions with each type of customer.
The Company conducts business within the United
Kingdom and exports to EU and Non-EU Countries. Every contract to which these conditions apply shall be construed and
operate as an English contract and in accordance with English Law and all
disputes shall be submitted to the jurisdiction of the English Courts.
It is the company's
intention to respect and uphold Laws and Legislation relating to
each. If it is determined that any condition set out below is in
conflict or contravention with any English Statute in part or whole
then the company respectfully amends or withdraws that condition in
order to comply with the essence of that legal requirement.
As of 13 June 2014 the Distance Selling
Regulations are replaced by Consumer Contracts (Information,
Cancellation and Additional Charges) Regulations 2013 and all retail
consumer contracts shall be in accordance with this legislation.
Private consumers are advised to study
CCR 2013
and make themselves aware of protection under this Statutory
Instrument. (Please click on link to access document. If you have
difficulty please inform the company who will happily make the
document available to you, or follow this link to access the
Government Website:
https://www.gov.uk/government/uploads/system/uploads/attachment_data/file/265898/consumer-contracts-information-cancellation-and-additional-payments-regulations-2013.pdf
)
Your attention is directed towards any additional costs that
may affect you. In particular those of shipping. Our tariff may be viewed
here and is subject to change without
notice. Should a change in tariff impact on an order you have placed you will be
informed before the order is processed. Your attention is also drawn to
understanding your liability for shipping all costs in the event of a return.
In the course of all other business trading shall
be conditional upon acceptance by you of the following
standard conditions which pay deference to any Statute. These terms
shall apply within the Law to the exclusion of other terms or conditions inconsistent therewith,
expressed, implied or otherwise. Due to the scope of business customer type
these conditions will apply as appropriate.
Variation of these conditions shall only be binding if agreed by a
Director in writing or if determined to be unfair or unreasonable when
determined in Law. Any stipulation or condition on a customer's order form
shall be deemed to be inapplicable to any order placed with us unless expressly
agreed by a Director in writing when acknowledging the order in question.
1. Payment shall be in cash, by cheque,
by bank transfer or by credit/debit card with
order. In the event of subsequent non-payment by a Credit Card Company for any
reason the whole of the price for all goods sold by us to the customer, whether
under this or any other contract, shall immediately become due and payable and
we reserve the right, at our option to cancel or postpone the further
performance of our obligations, whether under this or any other contract. We
reserve the right to charge interest on all sums outstanding together with any
costs associated with the recovery of goods delivered.
2. Prices quoted in our price lists are those ruling at the date of
publication and are not to be taken as firm quotations. Sale price will be
confirmed at the time of order. Published prices are subject to
alteration without notice. Goods will be invoiced at the price agreed with
the customer at the time of order.
2a. Should our supplier adversely affect our ability to supply
a product for sale through increase in price, change of specification,
suitability for intended purpose or availability, we reserve the right to
withdraw from the contract of sale. In such an event our liability shall extend
no further than the value of monies received for the supply of the original
order which will be refunded forthwith.
2b. If it is necessary to change the essence of an order after
being placed and accepted by the company, the customer shall have the right to
cancel.
Fixed prices cannot be quoted except so far as we can
obtain corresponding fix of our buying price from the manufacturer. Quotations
are only valid if they are provided on our official quotation forms.
We shall be entitled to revise our quotation, whether or not we have quoted a
fixed price:
(a) if the manufacturer's price to us is increased:
(b) if we sustain increased costs after the quotation in obtaining handling
or supplying the goods;
3.1. A delivery charge will apply to all orders. Delivery
charges may be viewed here and will be stated at time of order before
processing.
3.2. (a) Unless otherwise expressly provided herein the risk in the goods
shall pass on delivery.
(b) Title to the goods shall remain vested in the Company after delivery
until payment of all sums (whether arising out of this or any other contract)
has been made in full to the Company.
3.3. As long as title to the goods remain vested in the Company and the goods
are in the possession or under the control of the Purchaser the following
provisions shall apply
(a) The Purchaser may (unless otherwise notified by the Company in writing)
use sell or otherwise deal with the goods in the ordinary course of business.
(b) The Purchaser shall store the goods separately from other goods and
clearly identified as the Company's property.
(c) The Company may at any time on giving prior notice enter the premises of
the Purchaser for the purpose of inspecting the goods and identifying them as
the Company's property and the Purchaser irrevocably authorises the Company to
enter upon its premises for that purpose.
(d) The Company may at any time demand in writing that the goods be returned
to it forthwith and may retake possession of the goods in the event of failure
to comply.
(e) Without prejudice to the generality of paragraph (d) the Company may
without making prior demand retake possession of the goods in any of the
following circumstances:-
(i) if the Purchaser makes default of any sum referred to in sub-clause (1 )
above.
(ii) if the Purchaser becomes bankrupt or insolvent or has a receiving order
made against it or compounds with its creditors or being a corporation commences
to be wound up (other than a members voluntary winding up of a solvent company
for the purposes of amalgamation or reconstruction) or has a Receiver appointed
in respect of the whole or any part of its undertaking or assets.
(f) The Purchaser irrevocably authorises the Company to enter upon its
premises for the purpose of repossessing the goods in accordance with the
foregoing provision.
(g) If goods are returned or repossessed in accordance with foregoing
provisions the Company shall repay to the Purchaser any sums received from the
Purchaser in part payment of the price of the goods up to a maximum amount equal
to the current market value of the goods returned or repossessed in their
condition at the time and after deducting all costs and expenses of the Company
in having the goods returned or repossessed and subject also to any right of set
off the Company may have in respect of other sums owing by the Purchaser to the
Company.
4.1. In general and when possible, depending on the time an order is placed,
goods shall be dispatched on the same day for delivery at the earliest
opportunity and in accordance with customer instructions. Offers for delivery from stock are made subject to goods remaining
available for sale on receipt of order.
4.2. Delivery of purchased goods may be delayed at customer's
request. When a delayed delivery is requested, reasonable endeavours will be
made to deliver said goods on or around a day specified by the customer.
4.3. Certain large and fragile items will require specialist
carriage arrangements. Delivery arrangements will be agreed with customer at
time of purchase.
4.4. We shall use our reasonable endeavours to deliver goods by the final
date for delivery specified in the contract or, where no such date is specified,
within a reasonable time but shall not be under an absolute obligation to make
such delivery or liable for consequential loss.
4.5.Without prejudice to the generality of clause 4.1 above, we may
suspend or delay delivery of the goods or any instalment or part thereof in the
event of industrial dispute or other circumstances when such other circumstances
are beyond our reasonable control.
4.6. Any time described as an estimate shall not be construed as a time fixed
by the contract.
5. Goods sold and delivered may not be returned without authorisation from
the Company and our staff are not allowed to accept goods for return unless this
has been agreed to by the Company and our official collection note has been
issued. In all cases, where a request is made for goods to be returned, the
invoice number and date on which the goods were supplied must be quoted together
with reasons for the request. In all cases, a restocking charge may be made. If
we or our suppliers agree to accept for re-stocking goods surplus to requirements or goods which
have been ordered in error, they must be returned within four weeks of the date
of supply.
6. Non-stock items or goods especially ordered from suppliers on behalf of
customers cannot be returned without the prior permission of the supplier. Where
a supplier makes a restocking charge this will be passed to the customer
returning the goods.
7. (a) Goods for re-stocking will only be accepted if they are undamaged in
saleable condition and any packing material remains unbroken.
(b) In the event of a return carriage costs for the
performance of the initial order and those for the return shall be the
responsibility of the customer and deducted from monies refunded.
8. (a) Cancellation of orders for goods that have been
procured especially from other suppliers cannot be accepted.
(b) Goods that have been commissioned, constructed or custom
built and supplied to a customer's bespoke detail and design shall not be
accepted for return.
9. (a) In the event that The Company endeavour to provide
delivery information such information will be estimated and due to many factors
beyond The Company's control may be subject to change. Provision of estimated
information shall not form part of any contract and will not therefore
constitute grounds for breech of contract.
(b) Delivery shall he deemed to take place when goods are off-loaded at
customers site, or loaded onto customers transport. Goods left at unattended
sites at the customer's instruction are entirely at the risk of the customer. When goods are offered for
delivery to site, our obligation is to deliver as near to the site as is
practical and a safe
hard road permits. We do not undertake to deliver or collect any load over roads
or ground which in our discretion we consider to be unsuitable. If a vehicle
used for performing our contract with any customer delivers or collects a load
off the public highway, the customer is to be solely responsible for any damage
or accident and is to indemnify us fully in respect thereof. We reserve the
right to charge for delivery.
(c) We do not offer to deliver goods into buildings or beyond
ground floor level. Handling of goods into buildings and beyond ground floor
level and the means and manpower to move large and heavy goods once delivered
shall be the responsibility of the customer.
(d) The cost of redelivering goods through failure to observe
clauses 9(b) and 9(c) shall be entirely the responsibility of the customer.
(e) Any charge made by The Company at the time of purchase and
referred to as a 'Delivery Charge' may be subsidised and will not reflect the actual
cost of delivery. In the event of redelivery (or return) the actual cost will be
charged.
(e) Where installation of purchased goods is necessary
customers are advised not to engage installers or tradespersons or make other
arrangements until goods are on site. The Company is unable to guarantee a
specific delivery window and therefore accepts no responsibility for expense
incurred through consequential loss caused by anticipation or expectation.
10. In the event of goods or any packing or container being delivered and
deposited whether on the public highway or elsewhere the customer shall be
responsible for compliance with all regulations and for all steps which need to
be taken for the protection of persons or property in relation to such goods
packing or container and shall indemnify us in respect of all or any cost claims
losses or expenses which we may incur as a result of such delivery.
11. The customer shall inspect the goods forthwith on delivery thereof and
shall within seven days from such delivery notify us giving particulars of
any matter of thing by reason whereof the customer alleges that the goods are
defective or otherwise do not conform with the contract.
12. (a) We shall at our option refund the purchase price repair or replace
free of charge goods damaged in transit to the place of delivery provided that
the customer has within seven days of the date of receipt given notice to us any
such damage, failing which we shall not be liable to so repair or replace the
damaged goods and the goods shall be deemed to have been delivered undamaged.
(b) We shall replace goods lost in transit to the place of delivery provided
that the customer has:
(i) where some part of the goods has been received, within seven days of the
date of such receipt, or
(ii) where all of the goods have been so lost and the customer has been or is
given notice of the date by which they might be expected to be received or by
which they should have been received, within fourteen days of such date given
notice to us of any such loss, failing which we shall not be liable to replace
the lost goods and all of the goods shall be deemed to have been duly delivered.
(c) The liability imposed on us in this clause shall be accepted by the
customer in substitution for all or any other liability on our part arising from
the delivery of goods damaged in transit or non-delivery of goods in consequence
of loss in transit.
13. (a) We will accept no liability for failure to attain any performance
figures quoted by us unless we have specifically guaranteed them, subject to any
tolerances specified or agreed to by us, in an agreed sum as liquidated damages.
(b) We do not hold out as offering any skill or expertise in the selection of
suitability or any of the goods which we sell to you, and accordingly you assume
the entire responsibility for ensuring that goods ordered by you are sufficient
and suitable for your purpose.
14. (a) Without prejudice to the provision of clause 12 above, if within
twelve months after delivery there shall appear in the goods any defect which
shall arise under proper use from faulty materials, workmanship or design (other
than a design made, furnished or specified by the customer) and the customer
shall give notice thereof in writing to us we shall, provided that the detective
goods or defective parts thereof have been returned to us if we shall have so
required, make good the defects either by repair or, at our option, by the
supply of replacement, or alternatively at our absolute discretion we shall
refund the purchase price of the defective goods or parts in question. We shall
refund the cost of carriage on the return of the defective goods or parts.
(b) Our liability under this clause shall be accepted by the customer in lieu
of any warranty or condition whether express or implied by law, as to the
quality or fitness for any particular purpose of the goods and save as provided
in this clause we shall not be under any liability to the customer (whether in
contract, tort or otherwise) for any defects in the goods or for any damage,
loss, death or injury (other than death or personal injury by our negligence as
defined in Section 1 of the Unfair Contract Terms Act 1977) resulting from such
defects or from any work done in connection therewith. For the purpose of this
sub-clause we contract on our own behalf and on behalf of and as trustees for
our sub-contractors, servants and agents.
(c) For the avoidance of doubt, we shall not be liable to the customer
whether by way of indemnity or by reason of breach of contract or negligence or
of breach of statutory duty, for any consequential loss or special damages
(which, without prejudice to the generality of the foregoing, shall include loss
of use, whether complete or partial, of the goods, or of profit of any contract)
that may be suffered by the customer.
15. Certain goods under certain circumstances may attract
relief from VAT. Unless stated, all quotations and offer prices are exclusive of Value
Added Tax. A V.A.T. invoice will be supplied detailing any VAT added to the
purchase of goods at the rate applying at the
appropriate tax point.
