Terms & Conditions
1. Description of Parties
1.1 These Terms and Conditions govern the supply of goods sold by Midlands Tool Supplies Ltd (No 06378436) of Unit 6, Marlow Road Industrial Estate, Leicester LE3 2BQ, United Kingdom ("Company", "we" and "us") to the Customer ("you") and constitute the entire and only agreement between us and you in relation thereto.
2. Acceptance of order / contract start
2.1. All orders placed by you are on the basis of these Terms and Conditions and are subject to acceptance by us by delivery of the goods to you, at which point a legally binding contract is constituted between us. The processing of your payment and / or acknowledgment of your order does not constitute legal acceptance of your order.
2.2 No modification (written or oral) of these conditions shall be effective unless confirmed in writing by an officer of the Company. Previous dealings between us and you shall not vary or replace these conditions in any way whatsoever. The signing by the Company of any of your documentation shall not imply any modification or have the effect of modifying these conditions. Acceptance of goods from us shall be conclusive evidence before any Court or Arbitrator that these conditions apply.
2.3 These conditions shall override any other terms or conditions contained in or referred to in any order form or any other documents or correspondence of the Customer. No variation of these conditions shall be binding unless agreed in writing between the authorised representatives of the Company and the Customer.
3.1 The price payable for the goods you order is as set out on our web site at the time you place your order, plus any charges for delivery as advised to you.
Occasionally an error may occur and goods may show an incorrect price on the website, in which circumstances we will not be obliged to supply the goods at the incorrect price but will offer you the option of cancelling your order or paying the difference between the correct and incorrect prices.
You can, by selecting the appropriate option, display prices on the website to show exclusive or inclusive of any applicable VAT. The final invoice will show all items ex VAT, the VAT amount applicable and the total inclusive of VAT.
3.2 Prices are quoted including carriage* for all UK addresses in the United Kingdom and NI for items sent via Royal Mail and for most Mainland UK addresses for items sent by carrier. Due to additional charges imposed by our carriers for deliveries to the Scottish Highlands, offshore islands and Northern Ireland, a surcharge may be levied to cover carriage to these areas. We advise you to contact us for a final postage fee before finalising orders for these postcodes and are as follows:
AB31 to AB38, AB41 to AB45, AB 51 to AB56, BT, FK19 to FK 21, HS1 to HS9, IV1 to IV28, IV30 to IV32, IV36, IV40 to IV49, IV51 to IV56, KA27 to KA28, KW1 to KW3, KW5 to KW17, PA20 to PA49, PA60 to PA78, PH1, PH5 to PH10, PH15 to PH26, PH30 to PH44, TR, GY & ZE1 to ZE3.
All prices of goods intended to be sent outside the above destinations, unless otherwise specified by us in writing, are quoted ex-works and exclude freight, insurance and delivery charges, VAT and other taxes and duties. For goods sold on ex-works terms for payment for delivery, we shall be at liberty to arrange transport at your expense to deliver the goods to your premises.
* SIP spare parts may be subject to a P&P charge irrespective of destination and delivery method.
Please note: If you choose to purchase a product for forward delivery to an address outside the UK / NI, should the item require any kind of repair or replacement under warranty, we can only collect the product from a UK address.
4.1 We must receive payment for the whole of the price of the goods you order, and any applicable charges for delivery, before your order can be processed unless we have agreed otherwise in advance in writing. Goods will be shipped after payment has cleared in our bank, credit card, or PayPal accounts.
4.2 For any orders over £1000 we reserve the right to ask for payment via BACS transfer. Should you require your funds to clear in order for us to ship the goods urgently we will accept Chaps transfer, however you will be responsible for any charges for using this service.
4.3 All goods remain the property of the Company until payment has been received and cleared in full.
4.4 In the case of credit account customers, all invoices are payable 30 natural days from the date on which they are issued, unless otherwise agreed in writing by us or otherwise stated in the invoice. Time of payment of the price shall be of the essence of the contract. You shall not be entitled to make any deduction from or withhold payment of the invoice price for any reason at all, save where and to the extent that we have given written notice setting out terms under which a discount may be offered for early payment and has offered such discount to you and you have accepted such terms and such offer. Payment may be required by us as a precondition to delivery of the goods. Without prejudice to any other of our rights if you fail to make any payment by the due date, then a) we shall be entitled to cancel the contract or suspend any further deliveries to you and b) interest compounded daily on all sums overdue shall be payable by you from the date of issue of our invoice to the date on which payment is made (whether before or after judgement) at the rate of 12% per Annum.
We shall be entitled to invoice you for the price of the goods upon the despatch of the goods or, where the goods are to be collected from us by you, upon us notifying you that the goods are ready for collection.
4.5 In the event of any increase in the cost to us of raw materials, other goods, labour or overheads or any increase in taxes or duties or any variation in exchange rates, or as a result of any other factor beyond our control, or any change in delivery dates or quantities of the goods requested by you, or any delay caused by your instructions or failure by you to give us adequate information or instructions we may increase the price payable by you for the goods.
5. Cancellation / return of orders under the Distance Selling Regulations.
5.1 If you are a consumer (as determined by the Consumer Protection (Distance Selling) Regulations 2000), you have the right to cancel the order in writing by fax, letter or e-mail for up to 7 working days from receipt of the goods.
Please contact us within 7 working days of the date of delivery, giving a brief description of reason for return, and to request a Goods Return Authorisation form (GRA).
We will reply by email and attach a GRA form and number. Please print off and fully complete the form and enclose it with the goods.
The GRA number must be written clearly on the outside packaging. Please note we are unable to process items returned without an authorised returns number.
We will acknowledge receipt of the returned item by email to your registered email address.
Goods will be refunded within 30 days.
5.2 All cancelled items must be returned to us. You will be responsible for and the costs of returning the product. The product should be returned as soon as reasonably practicable. Should you fail to do so, we are entitled to charge you for the costs of recovery of the goods. You have a duty to take reasonable care of the goods whilst in your possession. If on return of any product during the cancellation period it is not received in a reasonable condition this may allow us to make a claim for breach of your statutory duty to take reasonable care of the goods.
6. Export Terms
6.1 In these conditions "INCOTERMS" shall mean the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made and any date when the Contract is made and any term or expression which is defined in or given a particular meaning by the provisions of INCOTERMS shall have the same meaning in these conditions.
6.2 Where goods are supplied for export from mainland United Kingdom or otherwise for shipment to a country other than mainland United Kingdom the provisions of this Clause 4 shall apply notwithstanding any other provision of these conditions and subject to any special terms agreed in writing by the Company and the Customer.
6.3 Goods supplied for export from mainland United Kingdom or otherwise for shipment to a country other than mainland United Kingdom shall be sold for delivery in accordance with terms specified by the heading in INCOTERMS nominated by the Company. Unless otherwise agreed in writing between the Company and the Customer the goods shall be delivered "Ex-works" In any case there shall be no obligation upon the Company to give notice under S32(3) Sale of Goods Act 1979.
6.4 Unless otherwise agreed in writing by an officer of the Company payment of all amounts due to the Company shall be made by irrevocable letter of credit opened by the Customer in favour of the Company and confirmed by a bank in London acceptable to the Company.
7. Description of Goods
7.1 Whilst we endeavour to describe all goods accurately using details supplied by the manufacturer, all descriptions and illustrations whether made orally or in writing or otherwise communicated to you are intended merely to present a general idea of the goods described therein and nothing contained in any of them shall form any part of the contract or have any legal effect.
7.2 Any advice or recommendation given by us, our servants or agents to you, your servants or agents as to the storage, application, or use of goods which is not confirmed in writing by us is followed or acted upon entirely at your own risk and accordingly we shall not be liable for any such advice or recommendation which is not so confirmed.
8.1 Delivery will be by Royal Mail or various carriers depending on weight and size of consignment. We aim to ensure items are delivered within 7 days of despatch but we have no control over shipment times once goods have left our warehouse. You must do all that you reasonably can to enable delivery to take place at the given time and place. If you delay delivery, or delivery fails because you have not taken appropriate steps, we will try to arrange for an alternative delivery date within 30 days of the failed delivery. If delivery fails as a result of circumstances within your reasonable control, the cost of any re-delivery shall be borne by you. If we are unable to arrange a date for re-delivery we may cancel your order and refund to you the price that you have paid for the goods, less the failed delivery costs.
8.2 Without prejudice to Clause 8.1, upon delivery of the goods to you, the goods shall be at your risk. In spite of delivery having been made, ownership (also known as "title") in the goods shall not pass to you until you have paid the price for the goods in full and no other sums whatsoever shall be due to us from you. Until title in the goods passes from us, you shall: (i) not be entitled to use the goods; (ii) safely hold the goods for us; (iii) return the goods to us immediately if we ask you to; and (iv) be liable to us for any loss, damage or destruction of the goods. In addition, until title in the goods passes from us to you, you shall store the goods at your own cost separately from all other goods in your possession and marked in such a way that they are clearly identified as our property.
8.2 We may at our discretion deliver the goods by instalments in any sequence. Where goods are delivered by instalments each instalment shall be deemed to be the subject of separate contract and no default or failure by us in respect of any one or more instalments shall vitiate the contract in respect of the goods previously delivered or undelivered goods.
8.3 If you fail to take delivery of goods or fails to give us adequate delivery instructions at the time stated for delivery (otherwise than by any cause beyond your reasonable control or by reason of our default) then, without prejudice to any other right or remedy available to us we may (1) store the goods until actual delivery and charge you for the reasonable costs (including insurance) of storage; or (2) sell the goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) charge you for any shortfall below the price under the contract with you, or (3) treat the failure to collect the goods as a repudiation of the contract and terminate the contract, while retaining all payments made by you under the contract prior to its termination and being entitled to recover damages from you.
9. Condition of Goods
9.1 You should thoroughly inspect the goods immediately upon delivery. Any claim by you which is based on any defect in the quality or condition of the goods or their failure to correspond with specification must, whether or not delivery is refused by you, be notified to us in writing within two days from the date of delivery or, where the defect was not apparent on reasonable inspection, within two days of the discovery of the defect or failure.
9.2 Should any goods at the time of processing your order be out of stock, we may offer you a suitable alternative or a refund of the monies paid for that item, including any delivery charges. Should you accept an alternative item which you subsequently deem to be unsatisfactory as an alternative, we will arrange uplift of the item at our expense.
9.2 If you have notified us as in 9.1 of a problem with the goods, we will, subject to availability, either make good any shortage or non-delivery; replace or repair any goods that are damaged or defective upon delivery; or refund to you the amount paid by you for the goods in question.
9.3 We shall have no liability to pay any money to you by way of compensation other than any refund we make under these conditions. Our liability to you shall not in any event include losses related to any business of yours, such as loss of profits or business interruption, neither will we be responsible to you for any other loss which is not a foreseeable consequence of us being in breach of these Terms and Conditions or our legal duties.
9.4 This does not affect your statutory rights if you are a consumer, nor is it intended to exclude our liability to you for fraudulent misrepresentation or for death or personal injury resulting from our negligence.
9.5 Goods are intended for use in the UK only and we cannot confirm that the goods comply with any laws, regulations or other standards applicable outside the UK. All goods are sold in accordance with the manufacturer's specifications and are subject to any qualifications, representations or instructions contained in the documentation associated with the goods.
9.6 If you are a trade customer and subject to Clause 9.4, we will not be responsible to you or, in the event that you are undertaking work for another person, to any other person, for the use or installation of any goods by you. Accordingly, if you are a trade customer, you hereby agree to hold us harmless, and indemnify us against any liability associated with, any claim or allegation that we are responsible for any failings in the installation or use of goods that we supply.
9.7 We offer certain guarantees and warranties in relation to goods supplied, the terms of which depend upon the nature of those goods. To the extent permitted by law, all other conditions, warranties, terms or other statements whatsoever concerning the goods, whether express or implied by statute, at common law or otherwise, are hereby excluded. In particular, we grant no warranties regarding the fitness for purpose, performance, use or quality of the goods and give no warranty that the goods will not infringe the intellectual property rights of any third party. For the purpose of this sub-clause we contract on our own behalf and on behalf of and as trustees for our servants.
10. Force Majeure / Non-availability of Goods
10.1 We shall not be liable to the Customer or be deemed to be in breach of any contract with you by reason of (a) act of God, war, national emergency or threat of war, Act of Parliament or orders, regulations or by-laws made under Statutory Authority, industrial disputes, civil commotion, fire, tempest, flood, inclement weather, quarantine, failure of suppliers of raw materials or other goods to deliver, or (b) any cause other than the foregoing of whatsoever kind and wherever occurring being a cause beyond our control.
11.1 Some brands we sell are covered by the Manufacturer's warranty in addition to statutory guarantees. Please read the "Warranty" page carefully to ensure you follow the instructions on registering or claiming these warranties. None of these Manufacturer's warranties affect your rights as a consumer.
11.2 In all cases, proof of purchase will be required, so it is important that you keep the original Sales Invoice safe.
12.1 Any notice required or permitted to be given by either party to the other under these conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
12.2 No waiver by us of any breach of any contract by you shall be considered as a waiver of any subsequent breach of the same or any other provision.
12.3 If any term or provision of these conditions shall be held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law, such term or provision or part shall to that extent be deemed not to form part of these conditions but the validity and enforceability of these conditions shall not be affected.
12.4 The headings in these conditions are for reference purposes only and shall not affect the construction of these conditions.
12.5 All contracts between us and you shall be governed by English law and you submit to the exclusive jurisdiction of the English Courts except to the extent that we invoke the jurisdiction of the Courts of another country.