Listed below are the Terms and Conditions by which you agree to be bound when accepting a quotation from our company and placing your Order. You will have been given the opportunity of reading these terms and conditions and raising any queries before placing your Order.
1. Interpretation
Supplier: Spartan Direct Limited registered in England and Wales with company number 3275287 and whose registered office is situated at Unit 2, Dairy Barns, Nuthurst Grange Lane, Hockley Heath, Solihull, B94 5NL.
Customer: the Company their servant or agent, or firm who purchase Services & Materials from the Supplier.
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Contract: the contract between the Supplier and the Customer for the supply of Goods and services in accordance with these Conditions.
Order: the Customer’s order for Services & Materials as set out in the Customer’s purchase order form OR the Customer’s written acceptance of the Supplier’s quotation
Services: includes all Goods and services supplied by the Supplier to the Customer as set out in the Supplier’s quotation.
Quotation: the description or specification of the Goods and Services provided in writing by the Supplier to the Customer.
2. application of these conditions
2.1. These Conditions apply to and form part of the Contract between the Supplier and the Customer. They supersede any previously issued terms and conditions of purchase or supply. The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in this Contract and that any variation to these terms and conditions must be agreed in writing by the Supplier.
2.2. No terms or conditions endorsed on, delivered with, or contained in the Customer’s purchase conditions, order, confirmation of order, specification or other document shall form part of the Contract except to the extent that the Supplier otherwise agrees in writing.
2.3. The Quotation constitutes an offer to the Customer to purchase Services in accordance with these Conditionsand is only valid for a period of 14 Business Days from the date of issue.
2.4. The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order at which point and on which date the Contract shall come into existence.
2.5. Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s catalogues or brochures or price list, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
2.6. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3. Supplier general terms
3.1. The Supplier shall supply the Services to the Customer in accordance with the Quotation in all material respects.
3.2. The Supplier shall use all reasonable endeavours to meet any performance dates as agreed between the parties, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.3. The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and the Supplier shall notify the Customer in any such event.
3.4. All materials provided by the Supplier are the exclusive property of the Supplier until final payment by the customer and the customer agrees that they will allow the Supplier to collect the said materials in the event that the contract is not complete the contract.
3.5. The Supplier reserves the right to refuse to erect any equipment or racking that it considers falls below industry standards.
3.6. The Supplier will not start work until the Customer complies with all relevant obligations to include their obligations set out in clause 4 below.
4. Customer obligations
4.1. The Customer shall:
(a) ensure that the terms of the Quotation/Order and any information it provides is complete and accurate;
(b) approve all drawings or plans provided by the Supplier prior to commencement of work.
(c) Co-operate with the Supplier in all matters to ensure that the proposed working area is clear and that the floor is level and ready for the Suppliers contractors to commence work.
(d) That all materials for the work to be carried out are stored safely adjacent to the working area prior to the arrival of the Suppliers contractors on site.
(e) co-operate with the Supplier in all matters relating to the performance of the contract to include ensuring that the working area is kept clear and free of passing traffic whether by vehicle or pedestrian at all times whilst the Supplier is carrying out the contractual work;
(f) provide the Supplier, its employees, agents, consultants and subcontractors, with uninterrupted access to the Customer’s premises, and other facilities as reasonably required by the Supplier;
(g) ensure that prior to commencement of work, the area in which the Supplier is to work is cordoned off with suitable warning signs erected preventing anyone other than the Supplier’s team from entering the area of work.
(h) provide the Supplier with such information as the Supplier may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;
(i) prepare and clear the Customer’s premises for the supply and storage of the Suppliers materials;
(j) obtain and maintain all necessary licences, work permits, permissions and consents which may be required before the date on which the Services are to start;
(k) be responsible for the safety of all property belonging to the Supplier and stored at the Customers site and further the Customer confirms that it will insure against and compensate the Supplier for any loss or damage to the said property until the property is returned to the Supplier or title transfers to the Customer.
(l) Ensure that arrangements are made to enable the Supplier to carry out a site survey prior to commencement of work.
(m) Make the necessary arrangements to enable the Supplier to carry out a site induction 30 minutes before commencement of work.
(n) Email the Supplier prior to commencement of work to confirm that these obligations have been completed.
4.2. Customer Default
If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
(a) the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations due to the customers default;
(c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
Inspection of goods delivered
4.3. Any claim by the customer, which is based on any defect in the quality or condition of the materials, shall be notified to the Supplier within 2 working days from the date of delivery. If the customer does not notify the Supplier accordingly, the customer shall not be entitled to reject the goods and the Supplier shall have no liability for such defect or failure, and the customer shall be bound to pay the contractual price.
4.4. Where any valid claim in respect of any of the materials which is based on any defect in the quality or condition of the materials is notified to the Supplier in accordance with these conditions, the Supplier shall be entitled to repair or replace the materials (in question) free of charge or, at the Suppliers sole discretion, refund to the customer the price (or a proportionate part of the price) and the Supplier shall have no further liability to the customer.
5. Charges, payment, interest and title
5.1. The Charges for the Services shall be on a time and materials basis:
(a) The Supplier will supply details of the same in the Quotation which will be binding for 14 days thereafter.
(b) The Supplier reserves the right to vary the cost of any materials in the event that the cost of the same changes because of market forces after commencement of the contract.
(c) In the event that the Customer requires additional work to be carried out after commencement of the contract, the Supplier will be entitled to issue a fresh quotation and the Customer will approve the same before the work will be commenced.
(d) The Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals the Supplier engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials.
5.2. The Customer will be required to pay a non refundable deposit as shown on the Quotation before the contract will start.
5.3. The Customer shall pay the Suppliers invoice into a bank of its choice within 30 days of the date of invoiceAND/OR as stated on the invoice. Time shall be of the essence for the purposes of payment of the invoice.
5.4. Without limiting any other right or remedy of the Supplier, if the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment (Due Date), the Supplier shall have the right to charge interest on the overdue amount at the rate of 10% per cent per annum above the Lloyds TSB bank base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.
5.5. The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part.
5.6. If the Customer fails or the Supplier reasonably believes that the Customer will fail to pay the contractual price when due the Supplier may demand payment of all sums due, treat the Contract as repudiated by the Customer and suspend any future performance of the Contract until all overdue sums have been paid.
5.7. In the event that the Supplier has to take steps to recover monies or materials due to them the Customer agrees to pay any additional costs whether legal or otherwise incurred by the Supplier in the said recovery in full together with interest under the Late Payment of Commercial Debts (Interest) Act 1998.
5.8. Title in the goods supplied does not pass to the customer until final payment of all monies due.
6. Limitation of liability:
THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
6.1. Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
6.2. The Supplier will not be liable for any defective materials where and to the extent that:-
(a) the defect arises as a result of the condition of the Customers premises.
(b) the defect arises as a result of the Customers negligence or the negligence of their employees, servants or agents.
(c) the defect arises as a result of fair wear and tear, accident, misuse, wilful damage, or abnormal working conditions.
(d) the Customer makes any further use of the materials supplied or attempts to repair them or have them repaired by someone other than the Supplier after giving written notice of the defect to the Supplier
(e) the defect arises because the Customer has failed to follow the Suppliers instructions (whether oral or in writing) as to the storage, assembly, installation, commissioning, use or maintenance of the goods.
(f) The Customer specifies or provides the materials the Supplier must use or provides the Supplier with second hand or reconditioned equipment.
(g) The equipment was not equipment supplied by the Supplier or has already been erected in the Customers premises.
6.3. The Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract.
6.4. Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
6.5. The Supplier offers no warranty in respect to materials provided by a third party and the customer is referred to their statutory rights against the manufacturer of any such materials in the event of any defect.
6.6. Loading Notices Not Guaranteed: It is accepted by both parties that any loading notices supplied by the Supplier are not a guarantee as to the integrity of any racking provided but merely a guide.
7. Termination
7.1. Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the Customer commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within an agreed time. The said breach must be notified to the other party in writing.
(b) the Customer by reason of insolvency suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986.
(c) the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors.
(d) The Customer falls in any way into an insolvent position and is unable to meet the payments terms of this contract.
7.2. Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.
7.3. Without limiting its other rights or remedies, the Supplier shall have the right to suspend provision of the Services under the contract if the Customer fails to pay any amount due under this Contract on the due date for payment.
8. Consequences of termination
8.1. On termination of the Contract for any reason:
(a) the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
(b) the Customer shall return all of the Supplier’s Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
(c) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
(d) clauses which expressly or by implication have effect after termination shall continue in full force and effect.
9. Force majeure:
9.1. For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
9.2. The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event and may terminate this contract in the event that it is unable to complete the contract.
10. Assignment and subcontracting:
10.1. The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
10.2. The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
11. Notices:
Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, email or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party’s main fax number.
12. Severance:
12.1. If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
12.2. If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
13. Partnerships
Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
14. Governing law and jurisdiction:
This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
