Standard terms and conditions for the supply of goods and services of Memtec Limited

1. Definitions

1.1 When the following words with capital letters are used in these Terms, this is what they will mean:

(a) Events outside of our control: is defined in clause 13.2;

(b) Goods: the goods that we are selling to you as set out in the order;

(d) Product: the product We create for you as a result of the services, as set out in the order;

(e) Services: the services that We are providing to you as set out in the order;

(f) Terms: the terms and conditions set out in this document; and

(g) We/Our/Us: Memtec Limited.

1.2 When We use the words "writing" or "written" in these Terms, this will include e-mail unless We say otherwise.

2. Our contract with you

2.1 These are the terms and conditions on which We supply Goods, or Services, or both Goods and Services, to you.

2.2 Please ensure that you read these Terms carefully, and check that the details of the Order and in these Terms are complete and accurate, before you submit the Order. If you think that there is a mistake, please contact Us to discuss, and please make sure that you ask Us to confirm any changes in writing to avoid any confusion between you and Us.

2.3 We consider that these Terms and the Order constitute the whole agreement between you and Us.

2.4 When you submit the Order to Us, this does not mean We have accepted your order for Goods and/or Services. Our acceptance of the Order will take place as described in clause 2.5. If We are unable to supply you with the Goods and/or Services, We will inform you of this and We will not process the Order.

2.5 These Terms will become binding on you and Us when We contact you that We are able to provide you with the Services or the Goods at which point a contract will come into existence between you and Us.

2.6 Our website, catalogue and brochure are solely for the promotion of Our Goods in the UK. Unfortunately, We do not deliver to addresses outside the UK.

2.7 The images of the Goods on Our promotional material, including Our website, catalogue or brochure are for illustrative purposes only. Although We have made every effort to display the colours accurately, We cannot guarantee that your computer's display of the colours or the printed pictures accurately reflect the colour of the Goods. Your Goods may vary slightly from those images.

3. Changes to order or terms

3.1 We may revise these Terms from time to time in the following circumstances:

(a) changes in how We accept payment from you;

(b) changes in relevant laws and regulatory requirements; and

3.2 If We have to revise these Terms under clause 3.1 following the Order being placed and prior to delivery, We will give you at least 14 day’s notice of any changes to these Terms before they take effect. If you are unhappy with these changes then you can choose to cancel the contract in accordance with clause 14.3(c).

3.3 You may make a change to the Order for Goods and/or Services within 7 calendar days of placing the Order and before We despatch the Goods or the start date for the Services by contacting Us, except in the case of made-to-measure Goods. Where this means a change in the total price of the Goods and/or Services, We will notify you of the amended price.

3.4 If you wish to cancel an Order before it has been fulfilled, please see your right to do so in clause 14. In the case of made-to-measure Goods, unfortunately, because We make these Goods to your specific requirements, you will not be able to cancel an Order once it is placed.

4. Made-to-measure goods

4.1 We make the Goods according to the measurements you provide Us.

4.2 Please make sure your measurements are correct and accurate. Unfortunately, We cannot accept the return of made-to-measure Goods if the reason for the return is because you provided Us with incorrect measurements. However, this will not affect your legal rights as a consumer in relation to made-to-measure Goods that are faulty or not as described. Advice about your legal rights is available at your local Citizen's Advice Bureau or Trading Standards office.

5. Price and payment

5.1 The price of the Goods and/or the Services will be set out in the Order, estimates or quotations provided to you by Us or Our price list at the time We confirm your Order.

5.2 These prices exclude VAT. However, if the rate of VAT changes between the date of the Order and the date of delivery or performance, We will adjust the rate of VAT that you pay, unless you have already paid for the Goods and/or Services in full before the change in the rate of VAT takes effect.

5.3 The prices for the Goods exclude delivery costs, which will be added to the total amount due.

5.4 We may, by giving notice to you at any time up to 7 calendar days 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 Our 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 the Specification; or

(c) any delay caused by any of your instructions or your failure to give Us adequate or accurate information or instructions, and

(d) you have the right to cancel your Order in such circumstances in accordance with clause 14.

5.5 It is always possible that, despite Our best efforts, some of the Goods We sell may be incorrectly priced. We will normally check prices as part of Our despatch procedures so that, where the Goods' correct price is less than Our stated price, We will charge the lower amount when dispatching the Goods to you. If the Goods' correct price is higher than the price stated, We will contact you to tell you and for your instructions. We do not have to provide the Goods to you at the incorrect (lower) price.

5.6 Where We are providing Goods to you, you must make payment for Goods in advance by cash, credit or debit card. We accept payment by most credit and debit cards.

5.7 We may agree to invoice you for the Goods on or at any time after the completion of delivery.

5.8 You shall pay the invoice in full and in cleared funds within 30 calendar daysof the last day of the month in which the Order was placed. Payment shall be made to the bank account nominated in writing by Us. Time of payment is of the essence.

5.9 Where We are providing made-to-measure Goods to you, We will ask you to make an advance payment of 50% of the price of the Services. Your rights to a refund on cancellation are set out in clause 14. A pro-forma invoice will be issued and made-to-measure Goods will not be prefabricated until the pro-forma invoice has been paid in full. Payment shall be made to the bank account nominated in writing by Us. Time of payment is of the essence.

5.10 If you do not make any payment due to Us by the due date for payment, We may charge interest to you on the overdue amount at the rate of 3% a year above the base lending rate of National Westminster Bank Plc. from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay Us interest together with any overdue amount.

6. Delivery of goods

6.1 Please note that timescales for delivery and delivery charges will vary depending on the availability of the Goods and your address. Please allow for extra time for deliveries to the Scottish Highlands and Islands. Unfortunately We do not deliver to addresses outside the UK.

6.2 We will contact you with an estimated delivery date. Occasionally Our delivery to you may be affected by an Event Outside Our Control. See clause 13 for Our responsibilities when this happens.

6.3 If you have asked to collect the Goods from Our premises, you can collect the Goods from Us at any time during Our working hours of 08:30-16:30 on weekdays.

6.4 Delivery of an Order shall be completed when We deliver the Goods to the address you gave Us or you collect them from Us.

6.5 If no one is available at your address to take delivery, We will leave you a note that the Goods have been returned to Our premises, in which case, please contact us to rearrange delivery.

6.6 If We are not able to deliver the whole of the Order at one time due to operational reasons or shortage of stock, We will deliver the Order in instalments. We will not charge you extra delivery costs for this. However, if you ask Us to deliver the Order in instalments, We may charge you extra delivery costs. Each instalment shall constitute a separate contract governed by these Terms. If We are late delivering an instalment or one instalment is faulty, that will not entitle you to cancel any other instalment.

6.7 You own the Goods once We have received payment in full.

7. Title and Risk

7.1 The Goods and/or Products will be your responsibility from the completion of delivery or from when you collect them from us.

7.2 Title to the Goods shall not pass to you until We have received payment in full (in cash or cleared funds) for:

7.3 Until title to the Goods has passed to you, you shall:

(a) hold the Goods on a fiduciary basis as Our baliee;

(b) Store the Goods separately from all other goods held by you so that they remain readily identifiable as Our property;

(d) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

(e) notify us immediately if you become subject to any of the events listed in the clause 7.3; and

(f) give us such information relating to the Goods as We may require from time to time, but you may resell or use the Goods in the ordinary course of your business.

7.4 If before title to the Goods passes to you you become subject to any of the events listed in clause

7.5 or We reasonably believe that any such event is about to happen and notify 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 We may have. We may at any time require you to deliver up the Goods and, if You fail to do so promptly, enter any premises of your or of any third party where the Goods are stored in order to recover them.

8. If the goods are faulty

8.1 Subject to the terms contained within the Memtec Limited Product Guarantee, all Memtec EBM, EMF, PBM and PBM-FB 1.5mm products sole by Us come with a product guarantee against manufacturing faults for a period of 20 years.

8.2 For all other products which do not fall within the Memtec Limited Product Guarantee We warrant that as from the date of delivery for a period of 12 months the Goods are free from any manufacturing defects.

8.3 In the unlikely event that there is a manufacturing defect with the Goods and the guarantee referred to in clause 8.1 does not apply.

(a) Please contact Us and tell Us as soon as reasonably possible;

(b) We will consider the alleged defect in the Goods and if satisfied that the Goods have a manufacturing defect which was not caused or occasioned by you or any third party, We will have the option to replace or refund you with the price paid for the Goods excluding delivery costs;

(d) We will use every effort to replace or refund you for the Goods as soon as reasonably practicable.

You will not have to pay for Us to replace or refund you for the Goods under this clause.

If you purchase the Goods as a consumer, you have legal rights in relation to Goods that are faulty or not as described. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office. Nothing in these Terms will affect these legal rights.

9. Storage

9.1 All Goods supplied to you shall be stored and installed in accordance with the manufacturer’s instructions and We shall be under no liability for any loss or damage which may arise as a result of the failure to adhere to such recommendations in all respects.

10. Providing services

10.1 We will supply the Services to you from the date set out in the Order or otherwise agreed between Us until the estimated completion date set out in the Order.

10.2 We will make every effort to complete the Services on time. However, there may be delays due to an Event Outside Our Control. See clause 13 for Our responsibilities when an Event Outside Our Control happens.

10.3 We will need certain information from you that is necessary for Us to provide the Services, for example, the exact measurements and profiles of the sheet metal and prefabricated items such as edge trims required by you. We will not be liable for any delay or non-performance where you have not provided this information to Us after We have asked. Nor will We be liable for any faults in the Product as a result of incorrect measurements and/or profiles provided to us.

10.4 If you do not pay Us for the Services when you are supposed to as set out in clause 5.9, We may suspend the Services with immediate effect until you have paid Us the outstanding amounts. We will contact you to tell you this. This does not affect Our right to charge you interest under clause 5.10.

11. If there is a problem with the services

11.1 We warrant that the Services provided to you shall be performed using reasonable care and skill, and of a quality conforming to generally accepted industry standards and practices.

11.2 In the unlikely event that there is any defect with the Services or Product:

(a) please contact Us and tell Us as soon as reasonably possible;

(b) We will consider the alleged defect and if satisfied that there is a defect which was not caused or occasioned by you or any third party, We will have the option to replace or refund you with the price paid for the Services or Product excluding delivery costs;

(d) We will use every effort to replace or refund you for the Services or Product as soon as reasonably practicable.

You will not have to pay for Us to replace or refund you for the Services or Product under this clause.

11.3 If you are purchasing the Services as a consumer, you have legal rights in relation to Services not carried out with reasonable skill and care, or if the materials We use are faulty or not as described. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office. Nothing in these Terms will affect these legal rights.

12. Our liability to you

12.1 If We fail to comply with these Terms, We are responsible for loss or damage you suffer that is a foreseeable result of Our breach of the Terms or Our negligence, but We are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if they were an obvious consequence of our breach or if they were contemplated by you and Us at the time we entered into this contract.

12.2 We have no liability to you for any consequential losses such as loss of profit, loss of business, business interruption, or loss of business opportunity that may be suffered by you in any circumstances.

12.3 We do not exclude or limit in any way Our liability for:

(a) death or personal injury caused by Our negligence or the negligence of Our employees, agents or subcontractors;

(b) fraud or fraudulent misrepresentation;

(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 and by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession when contracting with you as a consumer);

(d) breach of the terms implied by sections 13, 14 and 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 (description, satisfactory quality, fitness for purpose and samples when contracting with you as a consumer); and

(e) defective products under the Consumer Protection Act 1987.

12.4 Our total liability to you in respect of all losses arising under or in connection with the Order, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Order price.

13. Events Outside Our Control

13.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of Our obligations under these Terms that is caused by an Event Outside Our Control.

13.2 An Event Outside Our Control means any act or event beyond Our reasonable control, including without limitation third parties’ general failure to perform their obligations, strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks.

13.3 If an Event Outside Our Control takes place that affects the performance of Our obligations under these Terms:

(a) We will contact you as soon as reasonably possible to notify you; and

(b) Our obligations under these Terms will be suspended and the time for performance of Our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects Our delivery of Goods to you, We will arrange a new delivery date with you after the Event Outside Our Control is over. Where the Event Outside Our Control affects Our performance of Services to you, We will restart the Services as soon as reasonably possible after the Event Outside Our Control is over.

13.4 You may cancel the contract if an Event Outside Our Control takes place and you no longer wish Us to provide the Goods and/or Services. Please see your cancellation rights under clause 14. We will only cancel the contract if the Event Outside Our Control continues for longer than 4 weeks in accordance with Our cancellation rights in clause 14.

14. Your cancellation rights

14.1 Before We begin to provide the Services or the Goods are delivered, you have the following rights to cancel an Order for Goods (other than made-to-measure Goods) and/or Services, including where you choose to cancel because We are affected by an Event Outside Our Control, We change these Terms under clause 3.1 to your material disadvantage, or we increase the price of the Goods in your Order in accordance with clause 5.4:

(a) You may cancel any Order for Goods and/or Services within 14 calendar days of placing an Order provided that we have not despatched the Order and/or started Services by contacting Us. We will confirm your cancellation in writing to you.

(b) If you cancel an Order under clause 14.1(a) and you have made any payment in advance for Services that have not been provided to you, or Goods that have not been delivered to you, We will refund these amounts to you.

(c) However, if you cancel an Order for Services under clause 14.1(a) and We have already started work on your Order by that time, you will pay Us any costs We reasonably incurred in starting to fulfil the Order, and this charge will be deducted from any refund that is due to you or, if no refund is due to you, invoiced to you. We will tell you what these costs are when you contact Us. However, where you have cancelled an Order because of Our failure to comply with these Terms (except where We have been affected by an Event Outside Our Control), you do not have to make any payment to Us.

(d) Unfortunately, if you cancel an Order for Goods under clause 14.1(a) and We have already despatched your Goods to you, We will not be able to cancel your Order until it is delivered or collected. In this case, if you return the Goods to Us, We will have to charge you the cost of collection or you will have to pay the cost of returning the Goods back to Us. This will not affect your refund for the Goods, but any charge for collection will be deducted from the refund that is due to you.

14.2 Unfortunately, as the made-to-measure Goods are made to your requirements, you will not be able to cancel your Order once it has been placed (but this will not affect your legal rights as a consumer in relation to made-to-measure Goods that are faulty or not as described).

14.3 Once We have begun to provide the Services to you, you may cancel the contract for Services with immediate effect by giving Us written notice if:

(a) We break this contract in any material way and We do not correct or fix the situation within 14 days of you asking Us to in writing;

(b) We go into liquidation or a receiver or an administrator is appointed over Our assets;

(d) We are affected by an Event Outside Our Control.

15. Our cancellation rights

15.1 If We have to cancel an Order for Goods (including made-to-measure Goods) and/or Services before the Services start or the Goods are delivered:

(a) We may have to cancel an Order before the start date for the Services or before the Goods are delivered, due to an Event Outside Our Control or the unavailability of stock or (in the case of Services) key personnel or key materials without which We cannot provide the Services. We will promptly contact you if this happens.

(b) If We have to cancel an Order under clause 15.1(a) and you have made any payment in advance for Services that have not been provided to you, or Goods that have not been delivered to you, We will refund these amounts to you.

(c) Where We have already started work on your Order for Services or made-to-measure Goods by the time We have to cancel under clause 15.1(a), We will not charge you anything and you will not have to make any payment to Us.

15.2 Once We have begun to provide the Services to you, We may cancel the contract for the Services at any time by providing you with at least 14 calendar days' notice in writing. If you have made any payment in advance for Services that have not been provided to you, We will refund these amounts to you.

15.3 We may cancel the contract for Services at any time with immediate effect by giving you written notice if:

(a) you do not pay Us when you are supposed to as set out in clause 5.9. This does not affect Our right to charge you interest under clause 5.10; or

(b) you break the contract in any other material way and you do not correct or fix the situation within 7 days of Us asking you to in writing.

16. Your insolvency or incapacity

16.1 If you become subject to any of the events listed in clause 16.2, or We reasonably believe that you are about to become subject to any of them and notify you accordingly, then, without limiting any other right or remedy available to Us, We may cancel or suspend all further deliveries under the Order(s) or under any other contract between you and Us without incurring any liability to you, and all outstanding sums in respect of Goods delivered to you shall become immediately due.

16.2 For the purposes of clause 16.1, the relevant events are:

(a) you suspend, or threaten to suspend, payment of your debts, or are unable to pay your debts as they fall due or admit your inability to pay your debts, or (being a company) are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) are deemed either unable to pay your 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) have any partner to whom any of the foregoing apply;

(b) you commence negotiations with all or any class of your creditors with a view to rescheduling any of your debts, or make a proposal for or enter into any compromise or arrangement with your creditors;

(c) (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with your winding up, other than for the sole purpose of a scheme for a solvent amalgamation of you with one or more other companies or the solvent reconstruction of you;

(d) (being an individual) you are the subject of a bankruptcy petition or order;

(e) a creditor or encumbrancer of yours 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 your assets and such attachment or process is not discharged within 14 days;

(f) (being a company) 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 you;

(g) (being a company) a floating charge holder over your assets has become entitled to appoint or has appointed an administrative receiver;

(h) a person becomes entitled to appoint a receiver over your assets or a receiver is appointed over your assets;

(i) any event occurs, or proceeding is taken, with respect to you in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 16.2(a)to clause 16.2(h) (inclusive);

(j) you suspend, threaten to suspend, cease or threaten to cease to carry on all or substantially the whole of your business;

(k) your financial position deteriorates to such an extent that in Our opinion your capability to adequately fulfil your obligations under the Order has been placed in jeopardy; and

(l) (being an individual) you die or, by reason of illness or incapacity (whether mental or physical), are incapable of managing your own affairs or become a patient under any mental health legislation.

16.3 Termination of the Order, however arising, shall not affect any of your rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the Order shall continue in full force and effect.

17. Information about us and how to contact us

17.1 Memtec Limited is a company registered in England and Wales under company number 07964866.

17.2 Our address is Unit A, Brightside, Westfield Sole Road, Boxley, Maidstone, Kent, ME14 3EH.

17.3 If you have any questions or if you have any complaints, please contact Us. You can contact Us by telephoning Our customer service team on 01634 869806, by fax on 01634 682436 or by e-mailing Us at info@memtec.co.uk

17.4 If you wish to contact Us in writing, or if any clause in these Terms requires you to give Us notice in writing (for example, to cancel the contract), you can send this to Us by fax, e-mail, by hand, or by pre-paid post to Us at the address specified in clause 17.2 or by fax or e-mail to the number or address specified in clause 17.3. We will confirm receipt of this by contacting you in writing. If We have to contact you or give you notice in writing, We will do so by e-mail, by hand, or by pre-paid post to the address you provide to Us in the Order.

18. How we may use your personal information

18.1 We will use the personal information you provide to Us to:

(a) provide the Goods and/or Services;

(b) process your payment for such Goods and/or Services; and

(c) inform you about similar products or services that We provide, but you may stop receiving these at any time by contacting Us.

18.2 You agree that We may pass your personal information to credit reference agencies and that they may keep a record of any search that they do.

18.3 We will not give your personal data to any other third party.

19. Other important terms

19.1 We may transfer Our rights and obligations under these Terms to another organisation, and We will always notify you in writing if this happens, but this will not affect your rights or Our obligations under these Terms.

19.2 You may only transfer your rights or your obligations under these Terms to another person if We agree in writing.

19.3 This contract is between you and Us. No other person shall have any rights to enforce any of its terms.

19.4 Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

19.5 If We fail to insist that you perform any of your obligations under these Terms, or if We do not enforce Our rights against you, or if We delay in doing so, that will not mean that We have waived Our rights against you and will not mean that you do not have to comply with those obligations. If We do waive a default by you, We will only do so in writing, and that will not mean that We will automatically waive any later default by you.

19.6 These Terms are governed by English law. You and We both agree to submit to the non-exclusive jurisdiction of the English courts.

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