In these conditions, unless the context requires otherwise
1.1 ‘Buyer’ means the person who buys and agrees to buy the goods and or services from the Seller.
1.2 ‘Conditions’ means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the seller.
1.3 ‘Delivery Date’ means the date specified by the Seller when the goods and or services are to be delivered.
1.4 ‘Goods and or Services’ means the articles, knowledge, consultancy and implementation which the Buyer agrees to purchase from the Seller.
1.5 ‘Price’ means the cost charged for the Goods and Services supplied excluding VAT.
1.6 ‘Seller’ means Matrix Electrical Engineering Ltd
2. Conditions Applicable
2.1 These conditions shall apply to all contracts for the sale of Goods and Services by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order, confirmation of order or similar document.
2.2 All orders for Goods and or Services shall be deemed to be an offer by the Buyer to purchase Goods or Services pursuant to these conditions.
2.3 Acceptance of delivery of the Goods or Services by whatever means shall be deemed conclusive evidence of the Buyers acceptance of these conditions.
2.4 Any variation to these conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the seller.
2.5 The Seller reserves the right to conduct searches on the Buyers suitability for credit terms and apply a limit to the amount of credit available. The seller further reserves the right to suspend works if the credit limit is exceeded until such time as the amount owed to the Seller by the Buyer has been subsequently reduced and is within the specified limit.
3.1 The price shall be the Seller’s quoted price. The Price is exclusive of VAT which shall be due at the rate prevailing on the date of the seller’s invoice.
3.2 Payment of the Price and VAT shall be due within 30 days of the date of invoice; time for payment shall be of the essence.
3.3 Interest on overdue invoices shall accrue from the date when the payment becomes due from day to day until the date of payment at a rate of 4% above RBoS Plc’s base rate from time to time in force and shall accrue at such a rate as well as before any judgement.
4. The Goods and Services.
4.1 The quantity and description of the Goods and or the Services shall be set out in the Seller’s quotation.
5. Warranties and Liability
5.1 The Seller Warrants that the Goods and or Services supplied will at the time of delivery in whatever form correspond to the description given by the Seller (except where the Buyer is dealing as a consumer as defined in the Unfair Contract Terms Act 1977 Section 12 and / or the Unfair Terms in Consumer Contracts Regulations 1999 Regulation 3) all other warranties, conditions or terms relating to fitness for purpose, quality of condition of the Goods, whether express or implied by statute or common law or otherwise are excluded to the fullest extent permitted by law.
6. Delivery of the Goods and Services
6.1 Delivery of the Goods shall be made to the Buyer’s address on the Delivery Date. Delivery of services may be by whatever means agreed between the Seller and Buyer. In default of agreement the Seller’s decision shall prevail. Delivery of Services may be by electronic means. The Goods may be delivered in advance of the Delivery Date upon the giving of reasonable notice to the Buyer. The Buyer shall make all arrangements to take delivery of the Goods whenever they are tendered for delivery.
7. Acceptance of the Goods
7.1 The Buyer shall be deemed to have accepted the Goods and or Services upon delivery.
7.2 After acceptance, the Buyer shall not be entitled to reject Goods or Services which are not in accordance with the contract.
8. Title and Risk
8.1 Title to tangible Goods shall pass on delivery of and payment for the Goods. Until such time as the Seller has been paid in full for the Goods legal title to the Goods shall be retained by the Seller who shall be entitled to retrieve the Goods from the Buyer wherever the Goods are kept. The Seller in the instance of non-payment by the Buyer may retrieve any services provided to the Buyer by the Seller.
8.2 Risk shall pass on delivery of the goods.
9. Remedies of the Buyer
9.1 Where the Buyer rejects any Goods or Services then the Buyer shall have no further rights whatever in respect of the supply to the Buyer of such goods or Services or the failure by the Seller to supply Goods or Services, which conform to the contract of sale.
9.2 Where the Buyer accepts or has been deemed to have accepted any Goods or Services then the seller shall have no liability whatever to the Buyer in respect of those Goods or Services.
9.3 The Seller shall not be liable to the Buyer for late delivery of the Goods or Services and time shall not be of the essence.
10. Proper Law of Contract
10.1 This contract is subject to the law of England and Wales.