|TRADE CUSTOMER TERMS AND CONDITIONS
This page (together with the documents referred to on it) tells you the terms and conditions on which we supply any of the products listed on our website www.modlimited.co.uk to you as a trade customer. Please read these terms and conditions carefully and make sure that you understand them, before ordering any Products from our websites. You should understand that by ordering any of our Products, you agree to be bound by these terms and conditions.
You should print a copy of these terms and conditions for future reference.
Please click on the button marked "I Accept" at the end of these terms and conditions if you accept them. Please understand that if you refuse to accept these terms and conditions, you will not be able to order any Products from our sites.
1.1 These definitions apply in these terms and conditions:
"Customer" or "you" means any firm, corporate or unincorporated body who has been accepted by us as a trade customer and purchases the Products from our sites.
"Credit Account Customer" means a Customer who has applied for our 30 day credit account and has received notice in writing from us that they have been accepted as a credit account customer.
"Our site" means www.modlimited.co.uk.
"Products" means any products listed on our website www.modlimited.co.uk.
"Us" means Managed Office Disposals Limited, a company registered in England and Wales under company number 05030623 and with our registered office at Quadrant House, Floor 6, 4 Thomas More Square, London, E1W 1YN.
2. Information about us
We operate the website www.modlimited.co.uk. We are Managed Office Disposals Limited, a company registered in England and Wales under company number 05030623 and with our registered office at Quadrant House, Floor 6, 4 Thomas More Square, London, E1W 1YN. Our main trading address is 51 Tallon Road, Hutton, Essex, CM13 1TG. Our VAT number is 859 0320 23.
3. Service availability
We do not accept orders from addresses outside the UK and Channel Islands, European Union and European Economic Area.
4. Your status
4.1 By placing an order through our site, you warrant that:
(a) you are a firm, corporate or unincorporated body and are not a natural person who is acting for purposes outside of his/her business; and
(b) the staff who place orders for the Products are legally capable of entering into binding contracts and are authorised to enter into the Contracts on your behalf.
5.2 You are permitted to disclose the user ID and password to third parties (such as members of staff) who are permitted to take specific actions on your behalf including placing orders for the Products through our site. You acknowledge that we may disclose information about your Account to such third parties. You also acknowledge that granting permission to a third party to take specific action on your behalf does not relieve you of any of your responsibilities under these terms and conditions. You hereby accept responsibility for all activities that occur under your Account and password and you acknowledge and accept that you will be required to pay for the Products once we send you a Dispatch Confirmation (defined in clause 6.1 below) even where you inform us that the third party that placed the order for the Products was not authorised to place the order. You acknowledge and agree that you will not hold us responsible for and will indemnify us from any liability arising from the actions or inactions of this third party in connection with the permissions you grant.
6. How the contract is formed between you and us
6.1 After placing an order (which you shall ensure is complete and accurate), you will receive an e-mail from us acknowledging that we have received your order. Please note that this does not mean that your order has been accepted. Your order constitutes an offer to us to buy a Product. All orders are subject to acceptance by us, and we will confirm such acceptance to you by sending you an e-mail that confirms that the Product has been dispatched ("Dispatch Confirmation"). The contract between us ("Contract") will only be formed when we send you the Dispatch Confirmation.
6.2 The Contract will relate only to those Products whose dispatch we have confirmed in the Dispatch Confirmation. We will not be obliged to supply any other Products which may have been part of your order until the dispatch of such Products has been confirmed in a separate Dispatch Confirmation.
7. Description and Quality
7.1 We warrant that (subject to the other provisions of these conditions) upon delivery, the Products shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979. All descriptions or illustrations contained on our site are issued or published for the sole purpose of giving an approximate idea of the Products. They shall not form part of the Contract. All representations as to the performance of the Products are based on information supplied by the manufacturer of the Products and relate to the performance in normal conditions and when used correctly.
7.2 Where we are not the manufacturer of the Products, we shall endeavour to transfer to you the benefit of any warranty or guarantee given to us.
7.3 We shall not be liable for a breach of the warranty in clause 7.1 if:
(a) you make any further use of such Products after giving such notice; or
(b) the defect arises because you failed to follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Products or (if there are none) good trade practice; or
(c) you alter or repair such Products without our written consent; or
(d) you have subjected the Products to fair wear and tear, mis-use, neglect or accident.
7.4 Subject to clause 7.3, if any of the Products do not conform with the warranty in clause 7.1 we shall at our option repair or replace such Products (or the defective part) or refund the price of such products at the pro rata Contract rate provided that, if we so request, you shall, at our expense, return the Products or the part of such Products which is defective to us. Any Products replaced shall belong to us.
7.5 If we comply with clause 7.4, we shall have no further liability for a breach of the warranty in condition 7.1 in respect of such Products.
7.6 Any Products replaced shall belong to us.
8. Availability and delivery
8.1 Your order will be fulfilled by the delivery date set out in the Dispatch Confirmation or, if no delivery date is specified, then within 30 days of the date of the Dispatch Confirmation, unless there are exceptional circumstances. Any dates specified by us for delivery of the Products are intended to be an estimate and time for delivery will not be of the essence of the Contract.
8.2 Unless otherwise agreed in writing by us, delivery of the Products shall take place at the address provided by you when you place the order. You shall provide at your expense adequate and appropriate equipment and manual labour for unloading the Products.
8.3 If for any reason you fail to accept delivery of any of the Products when they are ready for delivery, or we are unable to deliver the Products on time because you have not provided appropriate instructions, documents, licences or authorisations:
(a) risk in the Products shall pass to you (including for loss or damage caused by our negligence);
(b) the Products shall be deemed to have been delivered; and
(c) we may store the Products until delivery, whereupon you shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
8.4 The delivery of the Products will be accompanied by a delivery note ("Delivery Note"). You will confirm that the Products have been delivered by signing the Delivery Note or any other proof of delivery document provided by us or our nominated carrier at the time of delivery.
8.5 You shall note any claim for wrong order, wrong price, wrong delivery or short delivery of and/or damage to the Products and shall confirm such claims to us in writing within 72 hours from the time of delivery noted on the Delivery Note. Compliance with this condition for which time shall be of the essence shall be a condition precedent to any claim for short delivery and/or damaged Products. It is strongly recommended that you obtain written acknowledgement of the claim from us.
8.6 If short delivery does take place, you undertake not to reject the Products but to accept the Products delivered as a part performance of the Contract.
8.7 In the case of wrong order or wrong delivery that is our fault, you may reject all or part of such wrong order or wrong delivery. Any accepted wrong delivery or wrong order or part accepted wrong delivery or part accepted wrong order shall become payable in the normal manner under these conditions.
8.8 In the case of wrong order or wrong delivery that is your fault, you are bound by such order and the invoice is payable in the normal manner under these conditions.
8.9 We may deliver the Products by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract. Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle you to repudiate or cancel any other Contract or instalment.
9.1 The quantity of any consignment of Products as recorded by us upon dispatch from our place of business shall be conclusive evidence of the quantity received by you on delivery unless you can provide conclusive evidence proving the contrary.
9.2 We shall not be liable for any non-delivery of Products (even if caused by our negligence) unless you give written notice to us of the non-delivery within 72 hours of the date when the Products would in the ordinary course of events have been received.
9.3 Our liability (if any) for non-delivery of the Products shall be limited to replacing the Products within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Products.
9.4 If you fail to take delivery of Products or fail or are unable to give us adequate access or delivery instructions at the agreed time, we may:-
(a) store the Products until actual delivery and charge you for the reasonable costs (including insurance) of storage and redelivery; or
(b) after the expiry of 12 weeks from the time agreed for delivery sell the Products at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to you for the excess over the price under the Contract or charge you for any shortfall below the price under the Contract.
10. Risk and title
10.1 The Products will be your responsibility from the time of delivery.
10.2 Ownership of the Products will only pass to you when we receive full payment of all sums due in respect of the Products, including delivery charges.
10.3 Until ownership of the Products has passed to you, you shall:
(a) hold the Products on a fiduciary basis as our bailee;
(b) store the Products (at no cost to us) separately from all your other products or any third party in such a way that they remain readily identifiable as our property;
(c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Products; and
(d) maintain the Products in satisfactory condition and keep them insured on our behalf for their full price against all risks to our reasonable satisfaction. On request, you shall produce the policy of insurance to us.
10.4 Your right to possession of the Products shall terminate immediately if:
(a) you have a bankruptcy order made against you or you make an arrangement or composition with your creditors, or otherwise take the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) you convene a meeting of creditors (whether formal or informal), or you enter into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or you have a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator or notice of intention to appoint an administrator is given by you or your directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up or for the granting of an administration order, or any proceedings are commenced relating to the insolvency or possible insolvency; or
(b) you suffer or allow any execution, whether legal or equitable, to be levied on your property or obtained against you, or fail to observe or perform any of your obligations under the Contract or any other contract between us, or you are unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986 or you cease to trade; or
(c) you encumber or in any way charge any of the Products.
10.5 If any of the events in clause 10.4 occur, we shall be entitled to recover payment for the Products notwithstanding that ownership of any of the Products has not passed from us.
10.6 You grant us, our agents and employees an irrevocable licence at any time to enter any premises where the Products are or may be stored in order to inspect them, or, where your right to possession has terminated, to recover them.
10.7 Where we are unable to determine whether any products are the Products in respect of which your right to possession has terminated, you shall be deemed to have sold all products of the kind sold by us to you in the order in which they were invoiced to you.
10.8 On termination of the Contract, howsoever caused, our rights (but not your rights) contained in this clause 10 shall remain in effect.
11. Price and payment
11.1 The price of the Products and our delivery charges will be as quoted on our site from time to time, except in cases of obvious error.
11.2 Product prices include VAT. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Products in full before the change in VAT takes effect.
11.3 Product prices and delivery charges are liable to change at any time, but changes will not affect orders in respect of which we have already sent you a Dispatch Confirmation.
11.4 Our site contains a large number of Products and it is always possible that, despite our best efforts, some of the Products listed on our sites may be incorrectly priced. We will normally verify prices as part of our dispatch procedures so that, where a Product's correct price is less than our stated price, we will charge the lower amount when dispatching the Product to you. If a Product s correct price is higher than the price stated on our site, we will normally, at our discretion, either contact you for instructions before dispatching the Product, or reject your order and notify you that we are rejecting it.
11.5 If the pricing error is obvious and unmistakeable and could have been reasonably recognised by you as an error, we do not have to provide the Products to you at the incorrect (lower) price.
11.6 For all Products ordered by Credit Account Customers, payment is due 30 days from the date of the invoice. Time for payment shall be of the essence. No payment shall be deemed to have been received until we have received cleared funds. If you fail to pay us any sum due pursuant to the Contract, you shall be liable to pay interest to us on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Barclays Bank PLC, accruing on a daily basis until payment is made, whether before or after any judgment.
11.7 Payment for all Products ordered by other Customers is due immediately and the Products will not be dispatched until payment has been received in cleared funds.
11.8 Subject to clause 12.10 below, you shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the you have a valid court order requiring an amount equal to such deduction to be paid by us to you.
11.9 All payments payable to us under the Contract shall become due immediately on its termination despite any other provision.
12. Our Refunds Policy
12.1 If you want to return a Product to us because it is defective, you should contact us within 72 hours of the time of delivery on the Delivery Note by telephone on 01277 237 700, by fax on 01277 237 758, or by email at firstname.lastname@example.org. You must provide the following information to us in order for us to process the refund:
(a) the Products which you would like to return;
(b) the date of purchase; and
(c) details of the fault found.
12.2 Products which are defective by reason of faulty design or manufacture will be collected by us from the place of delivery (or such single other address as you indicate).
12.3 You must ensure that the Products returned are in the original packaging and you shall not destroy, deface or obscure any identifying mark or packaging on or relating to the Products and will include all the accessories which were delivered with the Products including, but not limited to manual, charger, cables, film ribbon, backing plates. If the Products normally carry a serial number, in no circumstances will Products be accepted for return if the serial number is either absent or erased.
12.4 Products which are not returned in the manner described in clauses 12.1 to 12.3 above, will not be accepted as returns.
12.5 Once the Products have been received by our Returns Department, they will verify that the Products meet the above criteria and will issue a credit note.
12.6 If the credit note does not correspond to the Customer s invoice, we will provide such explanations and proofs that are necessary to reconcile any differences.
12.7 We represent to you and you represent to us that each party will negotiate in good faith to resolve any differences.
12.8 We will aim to process the returns in a timely manner.
12.9 Once any difference has been resolved, you agree that time will be of the essence for adjusting your invoice to match the value of our credit note.
12.10 Where you are a Credit Account Customer, you may be permitted to offset your invoice for returned Products against our invoices for Products supplied in the ordinary course of business with our written approval PROVIDED that you adhere to our payment terms specified in clause 11.6 and settle invoices within 30 days from the date of the invoice for the returned Products. Failure to adhere strictly to these terms will automatically invalidate this concession.
12.11 We will usually refund any money received from you using the same method originally used by you to pay for your purchase.
13. Our liability
13.1 Subject to clause 13.3, if we fail to comply with these terms and conditions, we shall only be liable to you for the purchase price of the Products.
13.2 Subject to clause 13.3, we will not be liable for losses that result from our failure to comply with these terms and conditions that fall into the following categories:
(a) loss of income or revenue;
(b) loss of business;
(c) loss of profits;
(d) loss of anticipated savings;
(e) loss of data; or
(f) waste of management or office time.
However, this clause 13.2 will not prevent claims for loss of or damage to your physical property that are foreseeable or any other claims for direct loss that are not excluded by categories (a) to (f) inclusive of this clause 13.2.
13.3 Nothing in this agreement excludes or limits our liability for:
(a) death or personal injury caused by our negligence;
(b) fraud or fraudulent misrepresentation;
(c) any breach of the obligations implied by section 12 of the Sale of Products Act 1979 or section 2 of the Supply of Products and Services Act 1982;
(d) defective products under the Consumer Protection Act 1987; or
(e) any other matter for which it would be illegal for us to exclude or attempt to exclude our liability.
14. Import duty
14.1 If you order Products from our site for delivery outside the UK, they may be subject to import duties and taxes which are levied when the delivery reaches the specified destination. You will be responsible for payment of any such import duties and taxes. Please note that we have no control over these charges and cannot predict their amount. Please contact your local customs office for further information before placing your order.
14.2 Please also note that you must comply with all applicable laws and regulations of the country for which the products are destined. We will not be liable for any breach by you of any such laws.
15. Written communications
Applicable laws require that some of the information or communications we send to you should be in writing. When using our site, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our site. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.
All notices given by you to us must be given to Managed Office Disposals at 51 Tallon Road, Hutton, Essex, CM13 1TG or email@example.com. We may give notice to you at either the e-mail or postal address you provide to us when placing an order, or in any of the ways specified in clause 15 above. Notice will be deemed received and properly served immediately when posted on our site, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
17. Transfer of rights and obligations
17.1 The contract between you and us is binding on you and us and on our respective successors and assignees.
17.2 You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent.
17.3 We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.
18. Events outside our control
18.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control ("Force Majeure Event").
18.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
(a) strikes, lock-outs or other industrial action;
(b) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
(c) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
(d) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
(e) impossibility of the use of public or private telecommunications networks;
(f) the acts, decrees, legislation, regulations or restrictions of any government; and
(g) pandemic or epidemic.
18.3 Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.
19.1 If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this will not constitute a waiver of such rights or remedies and will not relieve you from compliance with such obligations.
19.2 A waiver by us of any default will not constitute a waiver of any subsequent default.
19.3 No waiver by us of any of these terms and conditions will be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 16 above.
If any court or competent authority decides that any of the provisions of these terms and conditions or any provisions of a Contract are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.
21. Entire agreement
21.1 These terms and conditions and any document expressly referred to in them constitute the whole agreement between us and supersede all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement between us relating to the subject matter of any Contract.
21.2 No terms or conditions endorsed on, delivered with or contained in your purchase order, confirmation of order, specification or other document shall form part of the Contract.
21.3 We each acknowledge that, in entering into a Contract, neither of us relies on, or will have any remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in these terms and conditions or the documents referred to in them.
21.4 Each of us agrees that our only liability in respect of those representations and warranties that are set out in this agreement (whether made innocently or negligently) will be for breach of contract.
21.5 Nothing in this clause limits or excludes any liability for fraud.
22. Our right to vary these terms and conditions
22.1 We have the right to revise and amend these terms and conditions from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system's capabilities.
22.2 You will be subject to the policies and terms and conditions in force at the time that you order products from us, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these terms and conditions before we send you the Dispatch Confirmation (in which case we have the right to assume that you have accepted the change to the terms and conditions, unless you notify us to the contrary within seven working days of receipt by you of the Products).
23. Law and jurisdiction
Contracts for the purchase of Products through our site and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by English law. Any dispute or claim arising out of or in connection with such Contracts or their formation (including non-contractual disputes or claims) will be subject to the non-exclusive jurisdiction of the courts of England and Wales.
24. Third party rights
A person who is not party to these terms and conditions or a Contract shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.