The Timeless Dimension Company

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07769 942452

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Merchant Makers Limited
T/A The Timeless Dimension Company
Terms and Conditions
1 Definitions

1.1 In these terms:-

 

“Contract” means any contract for Goods and/or Services entered into between the Supplier and the Customer

 

“Customer” means the person firm or company to whom the Goods and/or Services are provided

 

“Deliverables” means any goods supplied ancillary to the provision of the Services

 

“Goods” means the goods set out in the Proposal Form or such other goods as may be supplied by the Supplier to the Customer

 

“Input Material” means all material or information of the Customer which is provided to the Supplier for provision of the Services and which is not produced, developed or created by the Supplier

 

“Output Material” means all programs, materials, specifications, designs, reports and similar information created by the Supplier in providing the Services other than Input Material

 

“Proposal Form” means the Supplier’s proposal form

 

“Services” means the services set out in the Proposal Form as more particularly described in the Specification and shall include any Deliverables

 

“Specification” means the description of the Services set out in the section of the Proposal Form entitled “Specification”

 

“Supplier” means Merchant Makers Limited T/A The Timeless Dimension Company

 

1.2 The headings in these terms are for convenience only and shall not affect their interpretation.

 

 

 

 

2 Orders for Goods and Basis of Supply of Services

 

2.1 No orders for Goods submitted by the Customer shall be deemed to be accepted by the Supplier unless and until confirmed in writing by the Supplier’s authorised representative

 

2.2 Any proposal by the Supplier set out in the Proposal Form shall remain open for acceptance for a period of 30 days after which it shall automatically lapse. The Supplier may withdraw a proposal at any time prior to its acceptance

 

2.3 Any typographic, clerical or other error or omission in the Proposal Form, Specification or any sales literature, price list, invoice or other documentation or information issued by the Supplier shall be subject to correction without liability on the part of the Supplier

 

2.4 The Customer shall be responsible for ensuring the accuracy of the terms of its orders and any Proposal Form (including the Specification) and for giving the Supplier any necessary information relating to the Goods and Services within sufficient time to enable the Supplier to comply with its obligations hereunder

 

2.5 No Contract may be cancelled by the Customer except with the agreement in writing of the Supplier and on terms that the Customer shall indemnify the Supplier in full against all reasonable losses (including loss of profits) costs damages, charges and expenses incurred by the Supplier as a result of cancellation

 

3 Delivery of Goods

 

3.1 Unless otherwise agreed by the parties in writing delivery of the Goods shall be made by the Supplier delivering the Goods and any Deliverables to the Customer electronically or to the Customer’s premises as notified to it at the time of the Customer’s order or to the last premises at which it delivered Goods to the Customer, if not so notified

 

3.2 Any dates quoted for delivery of the Goods are approximate only. The Supplier shall not be liable for any delay in delivery of the Goods and the time of delivery of the Goods shall not be of the essence of the Contract

 

3.3 If the Customer fails to take delivery of the Goods then, without prejudice to any other right or remedy available to the Supplier, the Supplier may:-

 

3.3.1 store the Goods until actual delivery and charge the Customer for the reasonable costs, including insurance and storage; or

 

3.3.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for any excess over the price under the Contract or charge the Customer for any shortfall below the price under the Contract

 

 

4 Services

4.1 The Services shall be provided in accordance with the Specification.

 

4.2 The Customer shall be responsible for ensuring that all its existing equipment used by the Supplier’s employees or agents is safe and the Supplier accepts no liability (other than for wilful damage) for loss of data, interruption of supply of electricity or telecommunications or interruption of business occasioned as a result of the supply of Services. It is recommended that the Customer takes all necessary precautions to protect its data and ensures a regular back up arrangement is implemented prior to, during and after the Suppliers provision of Services.

 

4.3 The time of supply and performance of the Services shall not be of the essence of the Contract.

 

4.4 The Supplier shall ensure the Services are carried out by suitably qualified personnel but it cannot guarantee that specific personnel will carry out the Services for the Customer and the Supplier reserves the right in its absolute discretion to change the personnel engaged in providing the Services for the Customer without prior notification to the Customer.

 

5 Acceptance Testing

 

5.1 On completion of the Services the Customer shall during such period as may be stated in the Specification or otherwise agreed by the parties in writing run acceptance tests to determine whether the Deliverables will meet its requirements to its reasonable satisfaction including but not limited to whether the response times are acceptable.

 

5.2 On successful completion of the acceptance testing of the Deliverables to the Customer’s reasonable satisfaction the Customer shall sign a certificate confirming its acceptance of the Deliverables.

 

5.3 In the event that during the period of acceptance testing the Customer requests changes or enhancements in the Deliverables and/or the Services such requests shall not affect the acceptance testing process and shall be subject to the provisions of clause 7.

 

6 Price

 

6.1 The price of the Goods and Services shall be the price quoted in the Proposal or where no price is quoted (or a quoted price is no longer valid) the price listed in the Supplier’s current price list at the date of acceptance of the Customer’s order.

 

6.2 All prices are exclusive of any applicable VAT, which shall be payable by the Customer.

 

6.3 All prices are exclusive of costs of carriage unless otherwise agreed in writing.

 

7 Changes

 

7.1 The Customer may by a written request delivered to the Supplier have the right to request changes in the Deliverables and/or the Services. No change requested by the Customer shall be effective nor binding on the Supplier unless specifically agreed to in writing by the Supplier and annotated on the official Proposal Form. If a change request agreed to by the Supplier results in a delay in the Supplier’s performance of the Services or an increase in the cost of a the Services to the Customer the Supplier shall notify the Customer and the parties shall negotiate an equitable adjustment in the delivery terms or the price of the Services or both. The Supplier shall submit its claims for equitable adjustments on new Proposal Forms which shall be signed by the Customer and shall not be acted on by the Supplier until the Customer has confirmed its acceptance thereof

 

7.2 Subject to any special terms agreed the Customer shall pay the Supplier’s standard changes and any additional sums which are agreed between the Supplier and the Customer for the provision of additional Services or which in the Supplier’s sole discretion are required as a result of the Customer’s instructions or lack of instructions the inaccuracy of any Input Material or any other cause attributable to the Customer

 

8 Expenses

 

The Customer shall reimburse the reasonable expenses of any employee, agent or officer of the Supplier if a Customer requires them to travel to the Customer’s premises or make any other journeys in the course of carrying out the Services together with any additional expenses incurred and not provided for in the Specification

 

9 Terms of Payment

 

9.1 The Supplier shall be entitled to require payment for the Goods and Services in full in advance upon acceptance of the Customer’s order. Alternatively, the Supplier shall be entitled to require payment of a deposit of such amount as the Supplier thinks fit upon acceptance of the Customer’s order

 

9.2 Except where the Customer has paid for the Goods and Services in full in advance in accordance with clause 8.1 the Supplier shall be entitled to invoice the Customer:-

 

9.2.1 in the case of Goods at any time after delivery or if the Customer wrongfully fails to take delivery, after the Supplier has tendered delivery of the Goods

 

9.2.2 in the case of Services at the time indicated in the Proposal Form

 

9.3 The Customer shall make payment within 30 days of the Supplier’s invoice and shall not be entitled to make any deduction from such payment or exercise any right of set off or contribution howsoever arising. The time of payment of the price shall be of the essence of the Contract

 

9.4 If the Customer fails to make any payment on the due date then without prejudice to any right or remedy available to the Supplier, the Supplier shall be entitled to:-

 

9.4.1 cancel the Contract or suspend any further delivery of Goods or performance of the Services;

 

9.4.2 appropriate any payment made by the Customer to such of the Goods and Services as the Supplier thinks fit; and

 

9.4.3 charge the Customer interest (both before and after any judgement) on the amount unpaid at the rate of 4% per annum above Barclays Bank Plc base rate from time to time until payment is full is made

 

9.5 If in the opinion of the Supplier the credit worthiness or payment record of the Customer shall have deteriorated prior to the supply of the Goods and Services, the Supplier may request full or partial payment of the price prior to such supply or the provision of security for payment by the Customer in a form acceptable to the Supplier

 

9.6 The Customer shall on receipt of a request from the Supplier provide to the Supplier such financial data and related information as may be necessary to permit an ongoing determination of the financial status of the Customer.

 

9.7 If at any time during the supply of the Goods and Services the Customer fails to provide adequate payment or information to the Supplier as may be requested pursuant to clauses 9.5 and 9.6, the Supplier may treat the Contract as at an end

 

10 Risk and Property

 

10.1 The Goods (which for the purposes of this clause 10 shall include the Deliverables) shall be at the Customer’s risk as from delivery

 

10.2 In spite of delivery having been made property in the Goods shall not pass from the Supplier until:-

 

10.2.1 the Customer shall have paid the price for the Goods plus VAT in full; and

 

10.2.2 no other sums whatever shall be due from the Customer to the Supplier

 

10.3 Until property in the Goods passes to the Customer in accordance with 10.2.2 above the Customer shall hold the Goods and each of them on a fiduciary basis as bailee for the Supplier. The Customer shall store the Goods (at no cost to the Supplier) separately from all other goods in its possession and marked in such a way that they are clearly identified as the Supplier’s property

 

10.4 The Supplier shall be entitled to recover the full price for any Goods sold hereunder including VAT notwithstanding that the property in any such goods has not passed from the Supplier

 

10.5 The Customer grants to the Supplier an irrevocable licence to enter any vehicles or premises owned occupied or controlled by the Customer where the Goods are situated to repossess and remove delivered Goods the property of which has remained in the Supplier

 

10.6 The Customer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of the Supplier

 

10.7 The Customer shall insure and keep insured the Goods to their full price against “all risks” to the reasonable satisfaction of the Supplier until the date that the property in the Goods passes from the Supplier

 

10.8 Without prejudice to the other rights of the Supplier, if the Customer fails to comply with its obligations under this clause 10 all sums whatsoever owing by the Customer to the Supplier shall forthwith become due and payable

 

11 Obligations of the Customer

 

Throughout the period of the Contract the Customer shall:-

 

11.1 afford the Supplier and its personnel such access to the Customer’s information records and other material relevant to the Services as the Supplier may reasonably require to provide the Services; and

 

11.2 at its own expense obtain duplicate copies of all Input Material and insure against its accidental loss or damage. The Supplier shall have no liability for any such loss or damage howsoever caused. All Output Material shall be at the sole risk of the Customer from time of delivery to or to the order of the Customer

 

12 Warranties and Liability

 

12.1 Subject to the provisions set out below the Supplier warrants that:-

 

12.1.1 the Goods will be of satisfactory quality at the time of delivery;

 

12.1.2 all Deliverables will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of 30 days from the date of their initial use;

 

12.1.3 the Services will be provided using reasonable skill and care and as far as reasonably possible in accordance with the Specification

 

12.2 The above warranties are given by the Supplier subject to the following:-

 

12.2.1 it shall be under no liability in respect of any defect in the Deliverables or the Services arising from any drawing, design or specification supplied by the Customer;

 

12.2.2 it shall be under no liability in respect of any defect arising from wilful damage, fair wear and tear, neglect, abnormal working conditions, failure to follow the instructions of the manufacturer (whether oral or in writing), misuse, or improper installation or alteration or repair of the Goods or the Deliverables including failure to follow any specific preventative maintenance schedule provided by the Supplier

 

12.3 The Supplier shall be under no liability under the above warranties (or under any other warranty, condition or guarantee) if the total price of the Contract has not been paid by the due date for payment

 

12.4 Subject as expressly provided in these terms all warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law

 

12.5 The Supplier shall not be liable to the Customer or be deemed to be in breach of a Contract by reason of any delay in performing or any failure to perform any of the Supplier’s obligations in relation to the Services if the delay or failure was due to any cause beyond the Supplier’s reasonable control

 

12.6 Except in respect of death or personal injury caused by the Supplier’s negligence the Supplier shall not be liable to the Customer by reason of any representation (unless fraudulent) or any implied warranty, condition or other terms or any duty at common law or under the express terms hereof for any indirect, special, consequential loss or damage (whether for loss of profit turnover sales revenue or otherwise) costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Supplier, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or the provision of the Services (and the Deliverables) relating thereto or the Customer’s use thereof and the entire liability of the Supplier under or in connection with the Contract shall not exceed the price of the Contract

 

12.7 For the avoidance of doubt the Customer acknowledges that if the Goods and Services constitute part of a larger project in which third parties also supply goods and services to the Customer, the Supplier shall not be liable to the Customer in relation to those third party goods and services in any way whatsoever

 

13 Copyright/Intellectual Property Rights

 

13.1 The copyright and all other intellectual property rights in:-

 

13.1.1 any Input Material shall belong to the Customer;

13.1.2 any Output Material shall unless otherwise agreed in writing between the Customer and the Supplier belong to the Supplier, subject only to the right of the Customer to use the Output Material for the purposes of utilising the Services

 

13.2 The Customer warrants that any Input Material and its use by the Supplier for the purposes of providing the Services will not infringe the copyright or other rights of any third party and will not be illegal or defamatory in nature. The Customer shall indemnify the Supplier against any loss, damages, costs, expenses or other claims arising from its breach of this clause

 

13.3 Subject to paragraph 12.2 above the Supplier warrants that any Output Material and its use by the Customer for the purposes of utilising the Services will not infringe the copyright or other rights or any third party and the Supplier shall indemnify the Customer against any losses damages, costs, expenses or other claims arising from any such infringement

 

13.4 The Customer shall ensure that an appropriate copyright notice is included on all copies or reproductions of the Output Material

 

14 Confidentiality

 

Each party agrees and undertakes to keep confidential and not to use for its own purposes, nor without the prior written consent of the other party, disclose to any third party any information of a confidential nature which may become known to such party from the other unless such information becomes public knowledge (other than through breach of this clause) or is required to be disclosed by a court of competent jurisdiction

 

15 Alternative Dispute Resolution

 

In the event of any dispute arising out of or in connection with the Contract the parties hereby agree:-

 

15.1 to refer the dispute to ADR Group Europe Limited (or such other organisation experienced in the process of alternative dispute resolution), for the purpose of alternative dispute resolution in order to resolve the dispute by way of mediation; and

 

15.2 in the event that a resolution of the dispute is not achieved by way of mediation the parties shall be entitled to commence proceedings or take such action as they respectively consider appropriate

 

16 Termination

 

16.1 The Supplier shall be entitled to terminate the Contract immediately by written notice to the Customer if:-

 

16.1.1 the Customer commits any continuing or material breach of any of the provisions of the Contract and in the case of a breach which is capable of remedy, fails to remedy the same within 14 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied;

 

16.1.2 any encumbrancer takes possession or a receiver is appointed over any of the property or assets of the Customer;

 

16.1.3 the Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order;

 

16.1.4 the Customer goes into liquidation (except for the purposes of an amalgamation, reconstruction or other reorganisation and in such manner that the company resulting from the reorganisation effectively agrees to be bound by or assume the obligations imposed on that other party under the Contract); or

 

16.1.5 the Customer ceases or threatens to cease to carry on business

 

16.2 If any of the events set out in clause 16.1 occurs the Supplier shall be entitled to cancel the Contract or suspend any further provision of the Goods and/or Services without liability to the Customer. If Goods have been delivered or Services have been performed but not paid for the price shall become immediately due and payable, notwithstanding any previous arrangement or agreement to the contrary

 

17 General

 

17.1 If any provision of the Contract is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable, or indications to that effect are received by either party from any competent authority then the provision shall be limited or eliminated to the minimum extent necessary so the Contract shall otherwise remain in full force and effect and enforceable

 

17.2 Each party acknowledges that the Contract contains the whole agreement between the parties and that the Customer has not relied on any oral or written representations made to it by the Supplier, its employees or agents

 

17.3 These terms shall govern all Contracts to the exclusion of all other terms and they supersede any prior agreement between the parties whether written or oral

 

17.4 No purported variation of the Contract shall be binding on the parties unless it is made in writing and signed by both parties

 

17.5 No waiver by the Supplier of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provisions

 

17.6 Any notice or other information required or permitted to be given by either party under the Contract shall be deemed to have been validly given if served personally on that party or sent by first class prepaid post to the last known address of that party. If sent by first class prepaid post the notice shall be deemed to have been received two working days after the date of posting. If such notice or other information is given by means of facsimile, e-mail or other immediate form of communication then notice shall be deemed to have been received on the same day provided it is sent within normal working hours

 

17.7 The Contract shall be governed by and construed in accordance with the laws of England and the English Courts shall have the non-exclusive jurisdiction to decide any dispute concerning the subject matter thereof

 

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