General Terms and Conditions
Terms and conditions of website usage
The term “M & R Controls (UK) Ltd” or “us” or “we” refers to the owner of the website whose registered office is PR Financial Services, Stoneyford Road, Sutton in Ashfield, Nottinghamshire, NG17 4DA. Our company registration number is 5559192, registered in Cardiff (UK). The term “you” refers to the user or viewer of our website.
• The content of the pages of this website is for your general information and use only. It is subject to change without notice.
• Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.
• Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements.
• This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions.
• All trademarks reproduced in this website, which are not the property of, or licensed to the operator, are acknowledged on the website.
• Unauthorised use of this website may give to a claim for damages and/or be a criminal offence.
• From time to time this website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s).
• You may not create a link to this website from another website or document without [business name]’s prior written consent.
• Your use of this website and any dispute arising out of such use of the website is subject to the laws of England and Wales.
Terms & Conditions of Sale March 2008
All orders are accepted by M&R Controls (UK) Ltd subject to the Terms and Conditions of Sale set out below:
All orders for products and services in the on-line shop are accepted by M&R Controls (UK) Limited ('M&R') subject to these terms and conditions of sale. No other terms will apply to the supply of products and services by M&R unless agreed in writing by an authorised signatory of M&R or expressly stated otherwise in these terms and conditions of sale.
All descriptions of the products and services contained in the M&R on-line shop or otherwise communicated to the Customer are approximate only and shall not form any part of the contract between M&R and the Customer. M&R shall not be liable to the Customer for any errors or omissions in its on-line shop. The advertising of products and services in the M&R on-line shop is not an offer capable of acceptance; it merely constitutes an invitation by M&R for the Customer to make an offer to purchase products and services.
The prices of the products and services are as set out in the M&R on-line shop that is current at the date of despatch of the ordered products or the date of provision of the ordered services. Products which are not stocked by M&R will be sold at the prices set out in the relevant quotation supplied by M&R. All prices exclude VAT, which M&R will add at the rate applicable at the date of order despatch. M&R reserves the right to change prices without prior notice at any time.
M&R reserves the right to decline to trade with any company or person. In addition, M&R may decline to accept any order, whether or not payment has been received, by giving notice of non-acceptance to the Customer by telephone, email or facsimile within a reasonable period of receipt by M&R of the order.
M&R executes orders to the Customer's requirements, and does not substitute one product for another unless requested by the Customer, or unless the product has been superseded by the latest version. To the extent that orders cannot be fulfilled completely from stock, the unfulfilled balance will (at the Customer's option) either be put on back order to be fulfilled when M&R next has available stock or be cancelled.
M&R will aim to deliver products in accordance with the Customer's order. The Customer's delivery options, and the prices for them, are set out in the M&R on-line shop current at the date of order or will be notified to the Customer at the time of order. Delivery prices apply per order, irrespective of the number of products ordered. Delivery will be made to the Customer's usual business address, unless otherwise agreed in writing.
Times and dates for delivery quoted in the M&R on-line shop or by M&R's employees are approximate only and M&R shall not be liable for the consequences of any delay in delivery. Time for delivery shall not be of the essence.
If any delivery is late, the Customer must notify M&R, and M&R will endeavour to ascertain if the product has been delivered or the expected delivery time of the product to the Customer. M&R may also, at its discretion, refund the total delivery charge to the Customer. If a revised delivery time is not acceptable M&R may also, at its discretion, offer an alternative delivery option. These are the Customer's exclusive remedies for late delivery.
5. Inspection, Delivery Delays and Non-Delivery
The Customer must inspect the products as soon as is reasonably possible after delivery and shall, within 5 days of the date of delivery or, in the case of clause 4, the due date for delivery, give notice to M&R in detail of:
1. Any defect in the product that is apparent on reasonable examination. In this case M&R shall, at M&R's discretion, replace the products or refund the purchase price. In any event the Customer must refuse parcels delivered to it in a damaged condition;
2. Any shortfall in products delivered. In this case M&R shall, at its discretion, deliver the undelivered products or refund the price of the undelivered products;
3. Any delivery of products not in accordance with the order. In this case M&R shall, at M&R's discretion, replace the products or refund the purchase price;
4. Any non-delivery of the products (in which case the time limit is within 5 days of the estimated despatch date). In this case M&R shall deliver the undelivered products or refund the price of the undelivered products.
If the Customer fails to give any such notice, the products shall be conclusively presumed to be, in all respects, in accordance with the order and free from apparent defects, and the Customer shall be deemed to have accepted the products accordingly. M&R's record of the products despatched (including the quantity) shall be conclusive evidence of the products received by the Customer, unless proved otherwise by the Customer.
The remedies set out above are the Customer's exclusive remedies for non-delivery or short delivery of products, or for apparent defects in the products or delivery of products not in accordance with the order. M&R shall not be liable for any losses, consequential or otherwise, or for costs (including legal costs), expenses, liabilities, injuries, loss of profits, business or economic loss, depletion of goodwill, damages, claims, demands, proceedings, judgments or otherwise arising from these circumstances.
If M&R has not granted credit to the Customer, payment terms are by “Pay Pall” with the on-line order.
Credit terms (subject to satisfactory references and at M&R's absolute discretion) are available. If credit has been granted, the Customer shall pay the price of the product or service by the 20th day of the month following the month in which the products are despatched. All payments must be made without any set-off, deduction or counterclaim.
If any sum is not paid on the due date for payment then, without prejudice to any other right or remedy:
1. all sums then outstanding from the Customer will immediately become due and payable notwithstanding that such sums would not otherwise be due until a later date, and
2. M&R may apply a compensation charge as an estimate of administrative and other wasted costs incurred by M&R to the Customer of £40 for outstanding sums up to £999.99: £70 for outstanding sums between £1,000 and £9,999.99 and £100 for outstanding sums of £10,000 or more; and
3. M&R may also charge the Customer interest from the due date until payment is made in full (both before and after any judgement) on the amount unpaid at a rate which is 8 per cent per annum above the Bank of England base rate as set at 31 December for the period 1 January to 30 June inclusive in the following year and as set at 30 June for the period 1 July to 31 December inclusive, compounded monthly.
7. Risk and Ownership
Risk of loss of or damage to the products shall pass to the Customer on delivery. Ownership of the products shall not pass to the Customer until all sums due to M&R from the Customer for those products have been received by M&R (in cash or cleared funds). If the Customer is late in paying any sum to M&R, then M&R shall be entitled to the immediate return of all products where the ownership has not passed to the Customer. The Customer authorises M&R and its agents to recover the products, and to enter any premises of the Customer for that purpose. Demand for or recovery of the products by M&R shall not of itself discharge either the Customer's liability to pay the whole of the price and take delivery of the products or M&R's right to sue for the whole of the price.
8. Product and Availability Information
M&R reserves the right, without prior notice, to discontinue any product or to make design changes as part of its continuous programme of product improvement, or to assist product availability, and such changes may take place during the life of any M&R on-line shop.
Unless otherwise confirmed, nothing in any M&R on-line shop is to be taken as a representation of the source of origin, manufacture, or production of the products or any part of them.
For products purchased from M&R: M&R warrants that if any product is defective, it will replace or repair the product or refund the purchase price. This warranty is subject to a claim being made in writing to M&R within 12 months of the original date of despatch, or such other longer period as may be indicated by M&R for specific products from time to time in writing.
For services purchased from M&R (as referred to in clause 13): M&R warrants that if any service is defective, it will, at its option, either re-provide the service or supply to the Customer free of charge a substitute product in place of the defectively serviced product. This warranty is subject to a claim being made in writing to M&R within 12 months of the date of delivery of service, or such other periods as may be indicated by M&R for specific services from time to time in writing.
These warranties shall not apply to any defect which arises from improper use, failure to follow the product instructions, or any repair or modification made without the consent of M&R. The Customer must return or dispose of the products, or make them available for collection by M&R, in accordance with M&R's instructions and suitably packaged.
The Customer must contact M&R to notify M&R of the return of any products prior to returning any products and obtain a returns number, which is to be quoted on all paperwork. Returned products must be accompanied by an advice note stating the original invoice number in respect of the products and the nature of any claimed defect. Where the Customer returns products otherwise than in accordance with these warranty provisions, M&R may refuse such products and return them to the Customer at the cost of the Customer.
Any products which are replaced by M&R shall become the property of M&R. Title to replacement products shall pass to the Customer on delivery, and the period of the replacement product's warranty shall be the unexpired period of the defective product's warranty.
The remedies set out above shall be M&R's sole liability and the Customer's sole remedy for any breach of warranty and in respect of the supply or non-supply of products and/or services.
The Customer shall have no remedy in respect of any untrue statement made to it upon which it relied in ordering products and/or services (unless such untrue statement was made knowing that it was untrue) other than any remedy it may have set out expressly in these terms and conditions of sale. Save as expressly provided in these terms and conditions of sale, all implied warranties, terms and conditions (whether statutory or otherwise) concerning the supply or non-supply of products and/or services are excluded to the fullest extent permitted by law (including, without limitation, the implied terms of satisfactory quality, fitness for purpose and provision of services with reasonable care and skill). M&R will not be liable to the Customer for any loss, damage or liability of any kind whatsoever which arises out of the breach of implied warranties, terms or conditions (statutory or otherwise) or breach of any other duty of any kind imposed on M&R by operation of law. The Customer acknowledges that it is responsible for ensuring that the products and services it orders are fit for the purposes for which it intends to use them.
M&R shall not be under any liability for damage, losses (whether direct, indirect or consequential), expenses, liabilities, injuries, loss of profits, business or economic loss, depletion of goodwill, costs (including legal costs), claims, demands, proceedings, judgments or otherwise resulting from the failure to give advice or information or the giving of incorrect advice or information (including through the M&R technical helpline) whether or not due to its negligence or that of its employees, agents or sub-contractors.
M&R shall not be liable for economic loss, punitive damages, loss of revenue, loss of profits or expected future business, damage to reputation or goodwill, loss of any order or contract or any consequential or indirect loss or damage, all as may result from, or be connected with: (i) any express or implied terms of the contract between M&R and the Customer, or of any order accepted by M&R; (ii) any duty of any kind imposed on M&R by law arising out of or in relation to the contract between M&R and the Customer or order; (iii) any defect in the products or services; (iv) intellectual property rights infringement; or (v) any other loss whatsoever arising out of these terms and conditions of sale.
If, notwithstanding any other provisions in these terms and conditions of sale including without limitation clauses 9 and 10, any liability attaches to M&R, M&R's liability to the Customer arising out of or in connection with these terms and conditions of sale or any order whether in contract, tort or otherwise in respect of one or more of (i) any express or implied terms of the contract between M&R and the Customer, or of any order accepted by M&R; (ii) any duty of any kind imposed on M&R by law arising out of or in relation to the contract between M&R and the Customer or the order; (iii) any defect in the products or services; (iv) intellectual property rights infringement; or (v) any other loss whatsoever arising out of these terms and conditions of sale shall be limited in the aggregate to £100,000 or the total value of the order, whichever is greater.
Nothing in these terms and conditions of sale (including without limitation this clause 10) shall exclude or limit the liability of M&R for death or personal injury caused by the negligence of M&R or its employees, agents or sub-contractors, or for fraud.
11. Cancellations and Returns
The Customer may not cancel orders once accepted by M&R. M&R may, at its discretion and in writing, allow an order to be cancelled subject to M&R recovering from the Customer the costs incurred by M&R. In the event of cancellation of part of any order only, M&R may invoice the Customer any difference in selling price per unit applicable to the quantity actually despatched up to the time of cancellation compared to the quantity ordered.
The customer may only return products to M&R, and receive a credit or refund, on the following conditions:
1. The Customer must contact M&R prior to the return of any products and obtain the prior consent of M&R and obtain a returns number (to be quoted on all returned paperwork)
2. Return must be made within 7 days of the date of delivery (as stated on the delivery documentation). Products must be returned to M&R in their original condition and packaging and in a condition which will enable them to be immediately fit for re-sale. Products must be returned to M&R adequately packed and despatched freight prepaid, clearly labelled to: CUSTOMER RETURNS DEPARTMENT, M&R Controls (UK) Ltd, Unit 7, Saw Pit Industrial Estate, Tibshelf, Derbyshire, DE55 5NH.
3. The Customer must follow any specific instructions which appear in the M&R on-line shop or with any product regarding its return to M&R;
4. The Customer must quote the invoice details or the M&R reference number on the original despatch note, otherwise any credit given for the returned products will be based upon the lowest sales price; and
5. For products returned due to Customer error or no longer required and returned in accordance with 1 - 3 above a handling charge will be applied. This handling charge is set at 20% of the net price of the item amount, plus the full cost of carriage, plus vat.
6. Where the Customer returns products to M&R not in accordance with (i) - (iii) above (for example, after 7-days from the date of despatch or in an unfit state) M&R will refuse delivery and return the products at the Customer's expense or may apply a handling charge which relates to the actual cost of reprocessing.
M&R accepts no responsibility for any loss of or damage to products in transit from Customer to M&R or for any items received by M&R with them.
REPAIRS: The REPAIR service is subject to the availability of parts and is only available if the product has not suffered excessive physical or electrical damage and is free from modifications (other than modifications detailed in the literature supplied with the product). Any instructions set out in the repair information/questionnaire supplied with the product in question must be complied with. M&R may at its absolute discretion either repair the product or replace it with a substitute product. Any Customer-generated software returned with a product will be erased or otherwise destroyed on receipt and M&R shall not be under any liability whatsoever in respect of any data contained in such software.
13. Force Majeure
A force majeure event is any event beyond the reasonable control of M&R (including strikes, traffic congestion, the downtime of any external line, or M&R's inability to procure services, materials or articles required for the performance of the contract except at enhanced prices). If M&R is prevented or restricted from carrying out all or any of its obligations under these terms and conditions of sale by reason of any force majeure event, then M&R shall be relieved of its obligations during the period that such event continues, and shall not be liable for any delay and/or failure in the performance of its obligations during such period. If the force majeure event continues for a period longer than fourteen days, M&R may cancel the affected order or cancel the whole or any part of these terms and conditions of sale, without any liability to the Customer.
14. Rights in the in-line shop
The Customer acknowledges that M&R and its licensors own the intellectual property rights in the M&R in-line shop, the content and the stock numbers, and that their whole or partial reproduction without M&R's prior written consent is prohibited.
Full details are set out in section1 of the terms and conditions page.
15. Law and Jurisdiction
The contract between M&R and the Customer based on these terms and conditions of sale as applicable to each Customer order shall be governed by and interpreted in accordance with English Law and the Customer submits to the non-exclusive jurisdiction of the High Court of Justice in England, but M&R may enforce the contract in any court of competent jurisdiction.