The following Terms and Conditions of Trading shall apply to
business conducted by mdepot ltd hereafter referred to as
"the company" and its customers.
The Company conducts
business within the United Kingdom and exports to EU and Non-EU Countries. Every contract to which these conditions apply shall be construed and
operate as an English contract and in accordance with English Law and all
disputes shall be submitted to the jurisdiction of the English Courts.
In the course of business the company deals with trade and
commercial organisations and individuals and private consumers with whom trading
Laws differ. It is the company's intention to respect and uphold Laws and
Legislation relating to each. If it is determined that any condition set out
below is in conflict or contravention with any English Statute in part or whole
then the company respectfully amends or withdraws that condition in order to
comply with the essence of that legal requirement.
As of 13 June 2014 the Distance Selling Regulations are
replaced by Consumer Contracts (Information, Cancellation and Additional
Charges) Regulations 2013 and all retail consumer contracts shall be in
accordance with this legislation. Private consumers are advised to study
and make themselves aware of protection under this Statutory Instrument. (Please
click on link to access document. If you have difficulty please inform the
company who will happily make the document available to you, or follow this link
to access the Government Website:
In the course of all other business trading shall be conditional upon acceptance by you of the following
standard conditions which pay deference to any Statute. These terms shall apply
within the Law to the exclusion of other terms or conditions inconsistent therewith,
expressed, implied or otherwise. Due to the scope of business customer types
these conditions will apply as appropriate.
Variation of these conditions shall only be binding if agreed by a
Director in writing or if determined to be unfair or unreasonable when
determined in Law. Any stipulation or condition on a customer's order form
shall be deemed to be inapplicable to any order placed with us unless expressly
agreed by a Director in writing when acknowledging the order in question.
1. Payment shall be in cash or cheque with order, by Bank
Transfer or by credit card with order. In the
event of subsequent non-payment by a Credit Card Company or for any reason the
whole of the price for all goods sold by us to the customer, whether under this
or any other contract, shall immediately become due and payable and we reserve
the right, at our option to cancel or postpone the further performance of our
obligations, whether under this or any other contract. We reserve the right to
charge interest on all sums outstanding together with any costs associated with
the recovery of goods delivered.
2. Prices quoted in our price lists are those ruling at the date of
publication and are not to be taken as firm quotations; they are subject to
alteration without notice and all goods will be invoiced at the price ruling at
the date of dispatch. Fixed prices cannot be quoted except so far as we can
obtain corresponding fix of our buying price from the manufacturer. Quotations
are only valid if they are provided on our official quotation forms.
We shall be entitled to revise our quotation, whether or not we have quoted a
(a) if the manufacturer's price to us is increased:
(b) if we sustain increased costs after the quotation in obtaining handling
or supplying the goods;
3.1. (a) Unless otherwise expressly provided herein the risk in the goods
shall pass on delivery.
(b) Title to the goods shall remain vested in the Company after delivery
until payment of all sums (whether arising out of this or any other contract)
has been made in full to the Company.
3.2. As long as title to the goods remain vested in the Company and the goods
are in the possession or under the control of the Purchaser the following
provisions shall apply
(a) The Purchaser may (unless otherwise notified by the Company in writing)
use sell or otherwise deal with the goods in the ordinary course of business.
(b) The Purchaser shall store the goods separately from other goods and
clearly identified as the Company's property.
(c) The Company may at any time on giving prior notice enter the premises of
the Purchaser for the purpose of inspecting the goods and identifying them as
the Company's property and the Purchaser irrevocably authorises the Company to
enter upon its premises for that purpose.
(d) The Company may at any time demand in writing that the goods be returned
to it forthwith and may retake possession of the goods in the event of failure
(e) Without prejudice to the generality of paragraph (d) the Company may
without making prior demand retake possession of the goods in any of the
(i) if the Purchaser makes default of any sum referred to in sub-clause (1 )
(ii) if the Purchaser becomes bankrupt or insolvent or has a receiving order
made against it or compounds with its creditors or being a corporation commences
to be wound up (other than a members voluntary winding up of a solvent company
for the purposes of amalgamation or reconstruction) or has a Receiver appointed
in respect of the whole or any part of its undertaking or assets.
(f) The Purchaser irrevocably authorises the Company to enter upon its
premises for the purpose of repossessing the goods in accordance with the
(g) If goods are returned or repossessed in accordance with foregoing
provisions the Company shall repay to the Purchaser any sums received from the
Purchaser in part payment of the price of the goods up to a maximum amount equal
to the current market value of the goods returned or repossessed in their
condition at the time and after deducting all costs and expenses of the Company
in having the goods returned or repossessed and subject also to any right of set
off the Company may have in respect of other sums owing by the Purchaser to the
(a) Offers for delivery from stock are made subject to goods remaining
available for sale on receipt of order.
(b) We shall use our reasonable endeavours to deliver the goods by the final
date for delivery specified in the contract or, where no such date is specified,
within a reasonable time but shall not be under an absolute obligation to make
(c) Without prejudice to the generality of sub-clause (b) above, we may
suspend or delay delivery of the goods or any instalment or part thereof in the
event of industrial dispute or other circumstances when such other circumstances
are beyond our reasonable control.
(d) Any time described as an estimate shall not be construed as a time fixed
by the contract.
5. Goods sold and delivered may not be returned without authorisation from
the Company and our staff are not allowed to accept goods for return unless this
has been agreed to by the Company and our official collection note has been
issued. In all cases, where a request is made for goods to be returned, the
invoice number and date on which the goods were supplied must be quoted
together with reasons for the request, in all cases a restocking charge will
be made. If we agree to accept for re-stocking goods surplus to requirements or
goods which have been ordered in error, they must be returned within 7 working
of the date of supply.
6. Referring to goods in a price list does not imply those
goods are held in stock. Special order items will not be accepted for return.
Non-stock items or goods especially ordered from suppliers on behalf of
customers cannot be returned without the prior permission of the supplier.
6a. In the event that our supplier is prepared to accept the
return of a item any charges levied by the supplier for the return (which may or
may not include collection charges) shall be deducted from the sum refunded to
6b. Under no circumstances will any item designed to protect
or safeguard equipment or persons be considered for return.
6c. Spare parts and items intended for the control, regulation
or general repair of a gas appliance are special order items. Furthermore, they
shall be treated as items only available for purchase by a tradesperson, whether
or not the purchaser is to be the installer or is acting upon instruction of a
third party. For reasons of safety such items will not be accepted for return.
7. Goods that qualify under these terms and conditions for re-stocking will only be accepted if they are undamaged in
saleable condition and any packing material remains unbroken.
8. Cancellation of orders for goods not included in our price list,
that are deemed as special order items or ordered
especially from other suppliers cannot be accepted.
9. Delivery shall be deemed to take place when goods are off-loaded at
customers site, or at an agreed UK destination or loaded onto customers transport. Goods left at unattended
sites are entirely at the risk of the customer. When goods are offered for
delivery to site, our obligation is to deliver as near to the site as a safe
hard road permits at ground floor level. We do not undertake to deliver or collect any load
inside a building, above ground floor level (whether or not there is lift
facilities) or over roads
or ground which in our discretion we consider to be unsuitable.
If a vehicle
used for performing our contract with any customer delivers or collects a load
off the public highway, the customer is to be solely responsible for any damage
or accident and is to indemnify us fully in respect thereof. We reserve the
right to charge for delivery.
10. In the event of goods or any packing or container being delivered and
deposited whether on the public highway or elsewhere the customer shall be
responsible for compliance with all regulations and for all steps which need to
be taken for the protection of persons or property in relation to such goods
packing or container and shall indemnify us in respect of all or any cost claims
losses or expenses which we may incur as a result of such delivery.
11. The customer shall inspect the goods forthwith on delivery thereof and
shall within three days from such delivery notify us giving particulars of
any matter of thing by reason whereof the customer alleges that the goods are
defective or otherwise do not conform with the contract.
(a) We shall at our option refund the purchase price, repair or replace
free of charge goods damaged in transit to the place of delivery provided that
the delivery address is within the UK and provided that the customer has within
three days of the date of receipt given notice to us any
such damage, failing which we shall not be liable to so repair or replace the
damaged goods and the goods shall be deemed to have been delivered undamaged.
(b) We shall replace goods lost in transit to the place of delivery provided
that the delivery is within the UK and the customer has:
(i) where some part of the goods has been received, notified
us within three days of the
date of such receipt, or
(ii) where all of the goods have been so lost and the customer has been or is
given notice of the date by which they might be expected to be received or by
which they should have been received, within three days of such date given
notice to us of any such loss, failing which we shall not be liable to replace
the lost goods and all of the goods shall be deemed to have been duly delivered.
(c) The liability imposed on us in this clause shall be accepted by the
customer in substitution for all or any other liability on our part arising from
the delivery of goods damaged in transit or non-delivery of goods in consequence
of loss in transit.
(d) For the avoidance of doubt, The Company will not accept
responsibility for damage to or loss of goods in transit to destinations outside
the Mainland UK. Adequate provision to protect and insure goods in transit must
be made by the customer.
(e) The Company will not accept any responsibility for goods
once they have been delivered to an agreed UK Mainland dropping off point or
shipping agent when en-route to an offshore destination.
(f) All tolls, tarriffs, taxes and duties payable on goods
shall be the responsibility of and paid by the customer whether or not said
charges were evident at the time of purchase.
(a) We will accept no liability for failure to attain any performance
figures quoted by us unless we have specifically guaranteed them, subject to any
tolerances specified or agreed to by us, in an agreed sum as liquidated damages.
(b) We do not hold out as offering any skill or expertise in the selection or suitability of any of the goods which we sell to you and accordingly you assume
the entire responsibility for ensuring that goods ordered by you are sufficient
and suitable for your purpose.
(c) Persons purchasing goods for use outside the United
Kingdom contract to take responsibility for and ensure the suitability of said
(i) for the purpose for which they are purchased.
(ii) under any Law or Regulation prevailing in the area, State
or Country in which they are to be used or installed.
(d) Goods purchased for use outside the UK will lose the
benefit of any Warranty normally associated with the product when purchased for
normal use within the UK.
(a) Without prejudice to the provision of clause 12 above, if within
twelve months after delivery there shall appear in the goods any defect which
shall arise under proper use from faulty materials, workmanship or design (other
than a design made, furnished or specified by the customer) and the customer
shall give notice thereof in writing to us we shall, provided that the detective
goods or defective parts thereof have been returned to us if we shall have so
required, make good the defects either by repair or, at our option, by the
supply of replacement, or alternatively at our absolute discretion we shall
refund the purchase price of the defective goods or parts in question. We shall
refund the cost of carriage on the return of goods should they prove to be defective.
(b) Our liability under this clause shall be accepted by the customer in lieu
of any warranty or condition whether express or implied by law, as to the
quality or fitness for any particular purpose of the goods and save as provided
in this clause we shall not be under any liability to the customer (whether in
contract, tort or otherwise) for any defects in the goods or for any damage,
loss, death or injury (other than death or personal injury by our negligence as
defined in Section 1 of the Unfair Contract Terms Act 1977) resulting from such
defects or from any work done in connection therewith. For the purpose of this
sub-clause we contract on our own behalf and on behalf of and as trustees for
our sub-contractors, servants and agents.
(c) For the avoidance of doubt, we shall not be liable to the customer
whether by way of indemnity or by reason of breach of contract or negligence or
of breach of statutory duty, for any consequential loss or special damages
(which, without prejudice to the generality of the foregoing, shall include loss
of use, whether complete or partial, of the goods, or of profit of any contract)
that may be suffered by the customer.
15. Unless stated, all quotations and offer prices are exclusive of Value
Added Tax. V.A.T. will be added to all invoices at the rate applying at the
appropriate tax point.