1.Introduction
1.1 In these Terms a reference to:
l “Contract” means the contract between Ineprometering.co.uk and You for the supply of Goods in accordance with these Terms;
l “Goods” means the goods supplied by Ineprometering.co.uk to You, as set out in the Order;
l “Ineprometering.co.uk” is a trading name of METER SUPPLIERS LTD; and is owned and operated by METER SUPPLIERS LTD with concent & support of Inepro Metering.
l “Order” means the method by which You communicate Your order for the Goods You require from Ineprometering.co.uk from time to time;
l “You” or “Your” means the person or firm who purchases Goods from Ineprometering.co.uk.
1.2 These Terms apply to the Contract to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
1.3 No variation, and no additional terms and conditions to this Order, will be valid unless accepted in writing and signed by Ineprometering.co.uk.
2. The Contract
2.1 The Order constitutes an offer by You to purchase Goods from Ineprometering.co.uk in accordance with these Terms. You are responsible for ensuring that the Order and any specification are complete and accurate.
2.2 The Order shall only be deemed to be accepted when Ineprometering.co.uk issues a written acceptance of the Order or proceeds to arrange supply of the Goods (“Order Acceptance”), whichever is earlier, at which point the Contract shall come into existence, as set out in any Order Acceptance form sent by Ineprometering.co.uk in relation to Your Order and these Terms (“Contract Documents”).
2.3 Should it become necessary to amend any detail of the Order following the issue of the Order Acceptance, the variation will only become part of the Contract when agreed in writing by Ineprometering.co.uk.
3. Warranty and guarantee
3.1 Ineprometering.co.uk warrants that the Goods will be free from any defects in material or workmanship for a period of one year after the date of delivery to You.
3.2 Where Ineprometering.co.uk is not the manufacturer of the Goods, Ineprometering.co.uk will use reasonable endeavours to transfer to You the benefit of any warranty or guarantee given by the manufacturer.
4. Performance, specification and design
4.1 Ineprometering.co.uk will provide the Goods to You in accordance in all material respects with any specification You have supplied and that has been referenced in the Order Acceptance.
4.2 Where You have supplied a specification to Ineprometering.co.uk, You shall indemnify Ineprometering.co.uk against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by Ineprometering.co.uk in connection with any claim made against Ineprometering.co.uk for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with Ineprometering.co.uk use of the specification. This Clause 4.2 shall survive termination of the Contract.
4.3 Where the Goods are manufactured in accordance with information or drawings supplied by You or to Your design or specification or where standard Goods are altered in accordance with Your instructions, no guarantee or warranty is given by Ineprometering.co.uk as to the practicability, efficiency, safety or otherwise of the Goods (this being without prejudice to any of the other Terms).
4.4 Where no specification has been supplied by You:
4.4.1 Ineprometering.co.uk will provide the Goods based on the information You have supplied and use all reasonable endeavours to ensure the Goods meet the purpose for which they are required.
4.4.2 Ineprometering.co.ukwill not be liable if the Goods do not meet the particular level of performance that they are required for.
4.5 Where Ineprometering.co.uk provides advice on specification, You remain responsible for ensuring that the specification is adequate for the purposes You require.
4.6 No variation in the specification or design of any Goods, which in the reasonable opinion of Ineprometering.co.uk does not affect the suitability of the Goods for the purpose for which they are supplied, will constitute a breach of Contract or impose upon Ineprometering.co.uk any liability whatsoever.
4.7 Unless otherwise agreed, all patterns, drawings, tools or other similar items produced or other property (whether intellectual property or not) owned or created by Ineprometering.co.uk will remain the property of Ineprometering.co.uk and must not be used or copied by You.
5. Delivery
5.1 Ineprometering.co.uk may deliver the Goods by installments, which shall be invoiced and paid for separately. Each installment shall constitute a separate Contract. Any delay in delivery or defect in an installment shall not entitle You to cancel any other installment.
5.2 Ineprometering.co.uk will use all reasonable endeavors to meet any delivery dates specified by You, but any such dates are estimates only and time shall not be of the essence for the delivery of the Goods unless specifically agreed in writing by Ineprometering.co.uk.
5.3 If You fail to accept delivery of the Goods within three working days of Ineprometering.co.uk notifying You that the Goods are ready, then, except where such failure or delay is caused by an event outside of Your or Ineprometering.co.uk reasonable control or Ineprometering.co.uk’s failure to comply with its obligations under the Contract:
(a) delivery of the Goods shall be deemed to have been completed at 9am on the third working day after the day on which Ineprometering.co.uk notified You that the Goods were ready; and
(b) Ineprometering.co.uk shall store the Goods until delivery takes place, and charge You for all related costs and expenses (including insurance).
5.4 If, 10 working days after the day on which Ineprometering.co.uk notified You that the Goods were ready for delivery, You have not accepted delivery of them, Ineprometering.co.uk may resell or otherwise dispose of part or all of the Goods.
5.5 Ineprometering.co.uk will not be liable for any failure or delay in performance of any obligations under the Contract due to anything beyond its reasonable control, such as adverse weather, industrial dispute or failure of a utility service. Where such events occur, Ineprometering.co.uk will use reasonable endeavours to provide the Goods. However, where the circumstances prevent the delivery of all or part of the Goods for more than 90 days, Ineprometering.co.uk reserves the right to terminate the Contract.
6. Your Obligations
You will:
6.1 Ensure the details of the Order and any information provided regarding a specification are complete and accurate.
6.2 Ensure that any specification requested by You or proposed by Ineprometering.co.uk is sufficient to ensure that the end product of the Goods is fit for the purpose required by You.
6.3 Provide Ineprometering.co.uk with such information as it may reasonably require in order to supply the Goods.
6.4 Notify Ineprometering.co.uk within 14 days of delivery where a defect is discovered in the Goods upon delivery.
7. Payment
7.1 You will pay Ineprometering.co.uk the price for the Goods stated in the Order Acceptance plus VAT Net Monthly. Where the Order Acceptance sets out payment terms inconsistent with this Clause 7.1, the Order Acceptance terms will apply.
7.2 Where payment is not received by the due date for payment, Ineprometering.co.uk has the right to charge interest at a rate of 4 percent per annum above National Westminster Bank Plc’s base lending rate from time to time.
7.3 Ineprometering.co.uk may, by giving notice to You at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
(a) any factor beyond Ineprometering.co.uk’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(b) any request by You to change the delivery date(s), quantities or types of Goods ordered; or
(c) any delay caused by any instructions by You or failure by You to give Ineprometering.co.uk adequate or accurate information or instructions.
7.4 Time for payment is of the essence of the Contract.
7.5 You shall not be entitled to claim set off or to counterclaim against Ineprometering.co.uk in relation to the whole or part of the invoiced amount.
7.6 If you order via our online shop you will be charged at the point of order using Worldpay payment system.
8.Title and Risk
8.1 The risk in the Goods shall pass to You on completion of delivery.
8.2 Title to the Goods shall not pass to You until Ineprometering.co.uk has received payment in full (in cash or cleared funds) for the Goods.
8.3 Until title to the Goods has passed to You, You shall:
(a) hold the Goods on a fiduciary basis as Ineprometering.co.uk’s bailee;
(b) store the Goods separately from all other Goods and any other stock held by You so that they remain readily identifiable as Ineprometering.co.uk’s property;
(c) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(d) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; and
(e) notify Ineprometering.co.uk immediately if You become subject to any of the events listed in Clause 8.5;
but You may resell or use the Goods in the ordinary course of Your business.
8.4 If, before title to the Goods passes to You, You become subject to any of the events listed in Clause 8.5, or Ineprometering.co.uk reasonably believes that any such event is about to happen and notifies You accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy Ineprometering.co.uk may have, Ineprometering.co.uk may at any time require You to deliver up the Goods and, if You fail to do so promptly, enter Your premises or those of any third party where the Goods are stored in order to recover them.
8.5 For the purposes of Clause 8, a relevant event means You becoming bankrupt, going into liquidation (either voluntary or compulsory unless as part of a bona fide scheme of reconstruction or amalgamation), being dissolved, entering into a voluntary arrangement or having a receiver, an administrative receiver or an administrator appointed in respect of the whole or any part of Your assets.
9.Liability
YOUR PARTICULAR ATTENTION IS DRAWN TO THIS CLAUSE
9.1 Except as set out in these Terms, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
9.2 Nothing in these Terms excludes or limits Ineprometering.co.uk’s liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.
9.3 Ineprometering.co.uk will not be liable to You, 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.
9.4 Ineprometering.co.uk shall have no liability for defective Goods unless the relevant Goods are returned to Ineprometering.co.uk for inspection within 28 days of the discovery of any defect. Ineprometering.co.uk shall use all reasonable endeavours to rectify defects in the Goods, provided that the defective Goods are made available to Ineprometering.co.uk in the same condition as they were supplied i.e. are not damaged or altered.
9.5 This Clause 9 shall survive termination of the Contract.
10. Termination
10.1 Without limiting its other rights or remedies, each party has the right to terminate the Contract by giving 3 months’ written notice.
10.2 Either party may terminate this Contract with immediate effect by giving written notice to the other party if that other party have committed a material breach of the Contract which has not been remedied satisfactorily within 7 days of written notice.
11. General
11.1 This Contract does not confer rights on any person under the Contracts (Rights of Third Parties) Act 1999.
11.2 If Ineprometering.co.uk’s performance of its obligations under the Contract is delayed or prevented as a result of an act or omission by You, Ineprometering.co.uk will not be liable for any costs or losses sustained by You and You will reimburse Ineprometering.co.uk for any costs or losses it sustains as a result of the delay.
11.3 The Contract constitutes the entire agreement between You and Ineprometering.co.uk. You acknowledge You have not relied on any statement, promise or representation given on behalf of Ineprometering.co.uk which is not set out in the Contract Documents.
11.4 Where Goods are to be exported outside of the United Kingdom, payment will be in pounds sterling. You will be responsible for arranging any necessary export paperwork (including any export licence). Uniform Laws on International Sales shall not apply to the Contract.
11.5 Any waiver of any right under the Contract is only effective if it is in writing and it applies only to the party to whom it is addressed and to the circumstances for which it is given. No failure or delay in exercising any right or remedy under the Contract or by law constitutes a waiver of such right or remedy, nor shall it prevent or restrict any future exercise or enforcement of such right or remedy.
11.6 This Contract shall be governed by English law and the parties shall submit to the exclusive jurisdiction of the English courts.
11.7 Illegality or unenforceability of any part of the Contract shall not affect the enforceability or legality of the remainder of the Contract.
12. Notices
12.1 All notices or other communications in connection with the Contract must be in writing and shall be validly served if:
l delivered to the other party personally; or
l sent by prepaid first-class post or recorded delivery to its registered office (if a company) or principal address.
13. Returns
13.1 Goods are to be returned at buyer’s expense, if the goods are found to be defective Ineprometering.co.uk will refund the costs. Non defective Goods will be subject to a restocking charge of 25% for standard Goods returned within 3 months, 50% restocking charge over 6 months and 100% for specific bespoke Goods.
