Medi-Plumb Installations Limited<\/p>\n
Terms and Conditions of supply of Goods and Services to Business customers<\/p>\n
Prepared by: Legal Studio Solicitors (Ref: MED\/TER\/56\/00002) on 21 January 2016<\/p>\n
The Customer’s attention is particularly drawn to the provisions of clause 11.<\/strong><\/p>\n 1.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Interpretation<\/p>\n 1.1\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Definitions. In these Terms and Conditions, the following definitions apply: Supplier\u2019s Quotation:<\/strong> the Supplier\u2019s written scope of works in response to the Request on these Conditions.<\/p>\n Order Request:<\/strong> the Customer\u2019s indication that it accepts or wishes to accept the Supplier\u2019s Quotation.<\/p>\n Acknowledgment:<\/strong> a written document headed \u201cAcknowledgment\u201d sent by the Supplier to the Customer accepting the Order Request subject to these Conditions.<\/p>\n Business Day:<\/strong> a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.<\/p>\n Conditions:<\/strong> these terms and conditions as amended from time to time in accordance with clause 14.7.<\/p>\n Contract:<\/strong> the contract between the Supplier and the Customer for the supply of Goods and\/or Services in accordance with these Conditions.<\/p>\n Customer:<\/strong> the person or firm who purchases the Goods and\/or Services from the Supplier.<\/p>\n Force Majeure Event:<\/strong> has the meaning given to it in clause 13.<\/p>\n Goods:<\/strong> the goods (or any part of them) set out in the Order.<\/p>\n Independent Inspector:<\/strong> Any person who is authorised to inspect and provide a [certificate of satisfaction] for the Services carried out by the Supplier.<\/p>\n Intellectual Property Rights:<\/strong> patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world<\/p>\n Services:<\/strong> the services, supplied by the Supplier to the Customer as set out in the Service Specification.<\/p>\n Service Specification:<\/strong> the description or specification for the Services provided in writing by the Supplier to the Customer.<\/p>\n Supplier:<\/strong> MEDI-PLUMB INSTALLATIONS LIMITED registered in England and Wales with company number 05484850.<\/p>\n 1.2\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Construction. In these Conditions, the following rules apply:<\/p>\n (a)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);<\/p>\n (b)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 a reference to a party includes its personal representatives, successors or permitted assigns;<\/p>\n (c)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;<\/p>\n (d)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and<\/p>\n (e)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 a reference to writing or written includes faxes and e-mails.<\/p>\n 2.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Basis of contract (a)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 delivery of the Goods shall be deemed to have been completed at 9.00 am on the fourth Business Day following the day on which the Supplier notified the Customer that the Goods were ready; and<\/p>\n (b)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).<\/p>\n 3.8\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 If 5 Business Days after the Supplier notified the Customer that the Goods were ready for delivery the Customer has not taken or accepted delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods. (a)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;<\/p>\n (b)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;<\/p>\n (c)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Supplier’s behalf from the date of delivery;<\/p>\n (d)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 notify the Supplier immediately if it becomes subject to any of the events listed in clause 12.1(b) to clause 12.1(m); and<\/p>\n (e)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 give the Supplier such information relating to the Goods as the Supplier may require from time to time.<\/p>\n 5.4\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 12.1(b) to clause 12.1(m), then, without limiting any other right or remedy the Supplier may have:<\/p>\n (a)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 the Customer’s right to use the goods in the ordinary course of its business ceases immediately; and<\/p>\n (b)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 the Supplier may at any time:<\/p>\n (i)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 require the Customer to deliver up all Goods in its possession; and<\/p>\n (ii)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.<\/p>\n 6.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Supply of Services (a)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 ensure that the terms of the Order are complete and accurate;<\/p>\n (b)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 co-operate with the Supplier in all matters relating to the Services;<\/p>\n (c)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Supplier to provide the Services;<\/p>\n (d)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 provide the Supplier with such information and materials as the Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;<\/p>\n (e)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 prepare the Customer’s premises for the supply of the Services;<\/p>\n (f)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;<\/p>\n (g)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 keep and maintain all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation; and<\/p>\n 7.2\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 If the Supplier’s performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):<\/p>\n (a)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;<\/p>\n (b)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 7.2; and<\/p>\n (c)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.<\/p>\n 8.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Charges and payment (a)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Unless otherwise agreed in writing between the parties, the charges for Services shall be calculated in accordance with the Supplier’s standard daily fee rates.<\/p>\n (b)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 the Supplier’s standard daily fee rates for each individual person, are \u00a31,000.00 per day unless otherwise agreed in writing, and are calculated on the basis of an eight-hour day from 8.00 am to 5.00 pm worked on Business Days; and<\/p>\n (c)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 the Supplier shall be entitled to charge an overtime rate of 50% per cent of the standard daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 8.2(b); and<\/p>\n (d)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 the Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials.<\/p>\n 8.3\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 The Supplier reserves the right to:<\/p>\n (a)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 increase its standard daily fee rates for the charges for the Services, provided that such charges cannot be increased more than once in any 12 month period. The Supplier will give the Customer written notice of any such increase 2 months before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify the Supplier in writing within 4 weeks of the date of the Supplier’s notice and the Supplier shall have the right without limiting its other rights or remedies to terminate the Contract by giving 2 weeks’ written notice to the Customer; and<\/p>\n (b)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to the Supplier that is due to:<\/p>\n (i)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 any factor beyond the control of the Supplier including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs;<\/p>\n (ii)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or<\/p>\n (iii)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods.<\/p>\n 8.4\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 In respect of Goods and Services, the Supplier shall invoice the Customer in advance or at its discretion. (a)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Immediately or in advance if required by the Supplier; or<\/p>\n (b)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 within 30 days of the date of the invoice in full and in cleared funds to a bank account nominated in writing by the Supplier, and<\/p>\n time for payment shall be of the essence of the Contract.<\/p>\n 8.6\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods. 11.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Limitation of liability: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE (a)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and<\/p>\n (b)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 100% of the total price for the goods and services actually paid by the Customer to the Supplier; and<\/p>\n (c)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed \u00a38,000 unless otherwise agreed in writing signed by the Supplier, and this clause 11.2(c) is intended to operate as an additional limitation to clause 11.2(b)<\/p>\n 11.3\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Where the Services provided by the Supplier are subject to inspection and sign off by an Independent Inspector, once the works have been certified by the Independent Inspector, the Supplier will not be liable to the Customer in respect of any losses arising under or in connection with the Contract. (a)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 20 Business days after receipt of notice in writing to do so;<\/p>\n (b)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;<\/p>\n (c)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;<\/p>\n (d)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;<\/p>\n (e)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 the other party (being an individual) is the subject of a bankruptcy petition or order;<\/p>\n (f)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;<\/p>\n (g)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);<\/p>\n (h)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 the holder of a qualifying charge over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;<\/p>\n (i)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;<\/p>\n (j)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 12.1(b) to clause 12.1(i) (inclusive);<\/p>\n (k)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business;<\/p>\n (l)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 the other party’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or<\/p>\n (m)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.<\/p>\n 12.2\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment. Medi-Plumb Installations Limited Terms and Conditions of supply of Goods and Services to Business customers Prepared by: Legal Studio Solicitors (Ref: MED\/TER\/56\/00002) on 21 January 2016 The Customer’s attention is particularly drawn to the provisions of clause 11. 1.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Interpretation 1.1\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Definitions. In these Terms and Conditions, the following definitions apply: Request: A written or […]<\/p>\n","protected":false},"author":1,"featured_media":0,"parent":0,"menu_order":0,"comment_status":"closed","ping_status":"closed","template":"","meta":{"footnotes":""},"class_list":["post-708","page","type-page","status-publish","hentry"],"_links":{"self":[{"href":"https:\/\/medi-plumb.co.uk\/index.php?rest_route=\/wp\/v2\/pages\/708","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/medi-plumb.co.uk\/index.php?rest_route=\/wp\/v2\/pages"}],"about":[{"href":"https:\/\/medi-plumb.co.uk\/index.php?rest_route=\/wp\/v2\/types\/page"}],"author":[{"embeddable":true,"href":"https:\/\/medi-plumb.co.uk\/index.php?rest_route=\/wp\/v2\/users\/1"}],"replies":[{"embeddable":true,"href":"https:\/\/medi-plumb.co.uk\/index.php?rest_route=%2Fwp%2Fv2%2Fcomments&post=708"}],"version-history":[{"count":3,"href":"https:\/\/medi-plumb.co.uk\/index.php?rest_route=\/wp\/v2\/pages\/708\/revisions"}],"predecessor-version":[{"id":726,"href":"https:\/\/medi-plumb.co.uk\/index.php?rest_route=\/wp\/v2\/pages\/708\/revisions\/726"}],"wp:attachment":[{"href":"https:\/\/medi-plumb.co.uk\/index.php?rest_route=%2Fwp%2Fv2%2Fmedia&parent=708"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}
\nRequest: A written or oral request from a Customer to the Supplier inviting the Supplier to quote for the supply of Goods and or Services.<\/p>\n
\n2.1\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 This Contract shall be deemed to come into existence on these Conditions when the Supplier issues an Acknowledgment. Alternatively if the Supplier fails to issue an Acknowledgment, the Contract shall come into existence on these Conditions when the Supplier begins to perform the Services, or supplies the Goods.
\n2.2\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
\n2.3\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Goods or illustrations or descriptions of the Services contained in the Supplier’s catalogues or brochures or on the Supplier\u2019s websites are issued or published for the sole purpose of giving an approximate idea of the Services and\/or Goods described in them. They shall not form part of the Contract or have any contractual force.
\n2.4\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
\n2.5\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 30 Business Days from its date of issue.
\n2.6\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 The Supplier can withdraw or amend a quotation at any time prior to the issuing of an Acknowledgment.
\n2.7\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Any typographical, clerical or other error or omission in any sales literature, quotation, pricelist, Acknowledgment, invoice or other document or information issued by the Supplier shall be subject to correction without any liability on the part of the Supplier.
\n2.8\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.
\n3.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Goods
\nDelivery of Goods
\n3.1\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered and the Customer will be asked to sign the delivery note at the time of delivery.
\n3.2\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.
\n3.3\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location.
\n3.4\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 On arrival of the goods at the place of delivery, the Customer shall promptly provide unloading facilities and when the goods are ready to be unloaded shall unload the goods promptly. The Supplier shall be entitled to recover from the Customer all and any costs and expenses incurred as a result of the Customer\u2019s failure to do so. Any assistance given by the Supplier or its agents in respect of any unloading is entirely at the Customer\u2019s own risk.
\n3.5\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
\n3.6\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event, the Customer’s failure to provide the Supplier with adequate delivery instructions for the Goods, or any relevant instruction related to the supply of the Goods.
\n3.7\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 If the Customer fails to accept or take delivery of the Goods within 3 Business Days of the Supplier notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by the Supplier’s failure to comply with its obligations under the Contract in respect of the Goods:<\/p>\n
\n3.9\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
\n3.10\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Where goods are collected by the Customer or its agents from the Supplier\u2019s premises it shall be the responsibility of the Customer or its agents to inspect the goods before removing the same from the Supplier\u2019s premises. Upon such removal, the Customer will be deemed to have accepted the goods and the Supplier shall be under no liability for any loss or damage to the goods which occurs or may have occurred after the removal of the goods from the Supplier\u2019s premises.
\n4.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Quality of Goods
\n4.1\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 The Supplier makes no warranty as to the quality of the goods where they are obtaining Goods on the Customer\u2019s request from a third party supplier. Where the Customer is dissatisfied with the Goods, they agree to indemnify the Supplier against any costs incurred in instructing the third party supplier to recover repair or replace the defective Goods, or obtain a refund of the full price of the Goods on their behalf.
\n4.2\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier under clause 5.1.
\n5.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Title and risk
\n5.1\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 The risk in the Goods shall pass to the Customer on completion of the Contract.
\n5.2\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods.
\n5.3\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Until title to the Goods has passed to the Customer, the Customer shall:<\/p>\n
\n6.1\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 The Supplier shall provide the Services to the Customer in accordance with the Service Specification in all material respects.
\n6.2\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in the Service Specification, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
\n6.3\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
\n6.4\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
\n7.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Customer’s obligations
\n7.1\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 The Customer shall:<\/p>\n
\n8.1\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 The price for Goods shall be the price set out in the Order or, if no price is quoted, the price set out in the Supplier’s published price list as at the date of delivery. The price of the Goods stated by the Supplier is \u201cex works\u201d which means that the price given is exclusive of all costs and charges of packaging, insurance and transport of the Goods, unless otherwise agreed in writing.
\n8.2\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 The charges for Services shall be as set out in the Supplier\u2019s Quotation. Any further Services (unless by subsequent written agreement between the Parties) shall be charged on a time and materials basis as follows:<\/p>\n
\n8.5\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 The Customer shall pay each invoice submitted by the Supplier:<\/p>\n
\n8.7\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 8% per annum above Barclay’s Bank base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
\n8.8\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
\n9.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Intellectual property rights
\n9.1\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 All Intellectual Property Rights in or arising out of or in connection with the Goods and or Services are owned by or are licensed by the Supplier.
\n9.2\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 The Customer acknowledges that, in respect of any Intellectual Property Rights or any third party Intellectual Property Rights in the Goods and or Services, the Customer’s use of any such Intellectual Property Rights is conditional on the Supplier\u2019s consent and or obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer.
\n9.3\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 The Customer shall not use or display any tradename, logo, packaging, advertising or promotional literature belonging to or licensed by the Supplier without the prior written consent of the Supplier and shall not use the trade names \u201cmedi-plumb\u201d or \u201cMPI\u201d for any product which has not been purchased from the Supplier and any such use without the Supplier\u2019s consent will be pursued by the Supplier in order to protect the Supplier\u2019s intellectual property rights and commercial reputation.
\n9.4\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 The Customer will indemnify the Supplier for any costs, expenses and damages, including without limitation legal costs on an indemnity basis, in respect of claims threatened by or brought by any third parties against the Supplier in respect of goods which have been produced in accordance with the Customer\u2019s instructions.
\n10.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Confidentiality
\nA party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 10 shall survive termination of the Contract.<\/p>\n
\n11.1\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
\n(a)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
\n(b)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 fraud or fraudulent misrepresentation;
\n(c)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
\n(d)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
\n(e)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 defective products under the Consumer Protection Act 1987.
\n11.2\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Subject to clause 11.1:<\/p>\n
\n11.4\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 The Supplier makes no warranties as to the condition of any Goods that have been supplied to it by a third party which are in turn supplied, installed, or utilised by the Supplier during the performance of the Services, and makes no warranties that they are fit for purpose.
\n11.5\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
\n11.6\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 The Customer will indemnify the Supplier against any claim made against the Supplier in respect of loss or damage claimed by any third party against the Supplier in relation to Goods and or Services that have been the subject of the contract between the Customer and the Supplier, and the indemnity will include a full indemnity for any legal costs reasonably incurred by the Supplier in responding to or defending any such claim, whether or not proceedings are issued.
\n11.7\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 This clause 11 shall survive termination of the Contract.
\n12.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Termination
\n12.1\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:<\/p>\n
\n12.3\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Without limiting its other rights or remedies, the Supplier may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under this Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 12.1(b) to clause 12.1(m), or the Supplier reasonably believes that the Customer is about to become subject to any of them.
\n12.4\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 On termination of the Contract for any reason:
\n(a)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
\n(b)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 the Customer shall return all of the Supplier Materials which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
\n(c)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
\n(d)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 clauses which expressly or by implication have effect after termination shall continue in full force and effect.
\n13.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Force majeure
\n13.1\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
\n13.2\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
\n13.3\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 If the Force Majeure Event prevents the Supplier from providing any of the Services and\/or Goods for more than 8 weeks, the Supplier shall, without limiting its other rights or remedies, have the right\u00a0 to terminate this Contract immediately by giving written notice to the Customer.
\n14.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 General
\n14.1\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Assignment and other dealings.
\n(a)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.
\n(b)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
\n14.2\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Notices.
\n(a)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally or sent by prepaid first-class post or other next working day delivery service, or by commercial courier, fax [or e-mail].
\n(b)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 12.2(a); if sent by pre-paid first class post or other next working day delivery service, at [9.00 am] on the [second] Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by by fax [or e-mail], one Business Day after transmission.
\n(c)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action
\n14.3\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Severance.
\n(a)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
\n(b)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
\n14.4\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
\n14.5\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
\n14.6\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
\n14.7\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by the Supplier.
\n14.8\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Governing law. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
\n14.9\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Jurisdiction Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).<\/p>\n","protected":false},"excerpt":{"rendered":"