Terms & Conditions Of MiTEQ Limited
The Supplier empowers those at the forefront of healthcare, automotive, retail, manufacturing, logistics, and field services to invest in the most effective mobile technology solutions. By connecting medium and large-scale organisations with a network of trusted analysts, consultants and practitioners, businesses can realise their technological aspirations using a tailored combination of software and hardware products and services. While each of the Supplier’s tailored solutions are designed to channel superior business results from the outset, the Supplier employs a process of continuous refinement to ensure technologies are seamlessly integrated, adapted and optimised to maximise business returns.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in the city of London are open for business.
Certified Refurbished: a Good or Goods that has been inspected and graded by a qualified Supplier technician or a specialized third-party refurbisher to like-new working condition with no visible cosmetic imperfections when held twelve (12) inches away. The Goods is backed by an additional three (3) month warranty provided by the Supplier in addition to Customer’s statutory rights. The products may be packaged in a generic box and come with relevant accessories as expected for a new product, with exceptions, if any, mentioned on the product detail page.
: the terms and conditions set out in this document as amended from time to time in accordance with clause 14.5.
: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
: the person or firm who purchases the Goods from the Supplier.
: the Products described in the Order as “New”, “Like New”, “Demo”, or “Certified Refurbished” that they will be in working order at the time of shipment.
Force Majeure Event: an event, circumstance or cause beyond a party's reasonable control.
: the goods (or any part of them) set out in the Order.
Like New Goods: an apparently untouched item in perfect condition. The original plastic wrap may be missing, but the original packaging is intact. There are absolutely no signs of wear. Suitable for presenting as a gift.
: the Customer's order for the Goods, as set out in the Customer's written acceptance of the Supplier's quotation.
RGA: return goods authorization which forms part of the process of returning a product to receive a refund, replacement, or repair during the product's warranty period.
: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and the Supplier.
: MITEQ LIMITED incorporated and registered in England and Wales with company number 12363674 whose registered office is 5 Lansdowne Court, Bumpers Way, Chippenham, England, SN14 6RZ.
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
A reference to a party includes its personal representatives, successors and permitted assigns.
A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
A reference to writing or written does not include fax, email, SMS text messages, or any other medium of electronic communication.
Basis of contract
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 law, trade custom, practice, or course of dealing.
The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Customer are complete and accurate.
The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence.
The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
Any samples, drawings, or advertising produced by the Supplier and any illustrations contained in the Supplier's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of twenty (20) Business Days from its date of issue.
The Goods are described in the Specification.
To the extent that the Goods are supplied in accordance with a Specification supplied by the Customer, the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Supplier's use of the Specification. This clause 3.2 shall survive termination of the Contract.
The Supplier reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.
The Supplier shall ensure that:
each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
if the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier's expense.
The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (the “Delivery Location”) at any time after the Supplier notifies the Customer that the Goods are ready.
Delivery is completed on the completion of unloading of the Goods at the Delivery Location.
Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
If the Customer fails to take delivery of the Goods the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Contract:
delivery of the Goods shall be deemed to have been completed after notifying the Customer that the Goods have been delivered; and
the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
The Supplier warrants the Goods as Described for a period of three (3) months from the date of Delivery (the “warranty period”), the Goods shall:
be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
be fit for any purpose held out by the Supplier.
Goods may have been altered, Certified Refurbished, and/or upgraded by the Supplier or others using materials from more than one manufacturer. Some or all components may have been in prior use. The Customer shall not remove or obscure any labels or notices on the Goods, nor otherwise give the impression that the specific Goods which are not described in the Order as New are in fact new.
Excluded from warranty coverage are defects due to misuse or abuse, or consumables such as print heads or batteries. Goods described as “Used”, “Heavy Use” or “As Is” are supplied “as is” without any warranty other than they will be the make and model described in the Order.
Subject to clause 5.5, if:
the Customer gives notice in writing to the Supplier within fourteen (14) days within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;
the Supplier is given a reasonable opportunity of examining such Goods; and
the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Supplier's cost and pay a restocking fee of fifteen percent (15%).
the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
The Supplier shall not be liable for the Goods' failure to comply with the warranty set out in clause 5.1 in any of the following events:
the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;
the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
the defect arises as a result of the Supplier following any drawing, design or Specification supplied by the Customer;
the Customer alters or repairs such Goods without the written consent of the Supplier;
the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.
The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
Nothing in these Conditions shall limit the Supplier’s liability for fraud or fraudulent misrepresentation, or for death or personal injury resulting from negligence, or for any other liability which cannot be excluded by law.
Title and risk
The risk in the Goods shall pass to the Customer on completion of delivery.
Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment in respect of such Goods (including delivery costs if applicable) and payment of other outstanding debts owed by the customer to the supplier together with any interest due, has been received in full by the Supplier.
Until title to the Goods has passed to the Customer, the Customer shall:
store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
notify the Supplier immediately if it becomes subject to any of the events listed in clause 11.1(b) to clause 11.1(d); and
give the Supplier such information as the Supplier may reasonably require from time to time relating to:
the Goods; and
the ongoing financial position of the Customer.
Sale of hardware only
The Supplier makes no warranty with respect to any uses by any party that may require government or private licenses, such as certain uses of radio communications devices, software, or firmware that may be in the Products, or the right to use the Products for a particular purpose.
The Customer specifically warrants that it has right to use the Goods for the purpose intended and that the Customer has all the rights required to lawfully authorize the Supplier to install and/or copy into the Good any component(s) and/or software which the Customer has supplied to the Supplier for the purpose of such installation or copying, or which the Customer has requested the Supplier to obtain or electronically encode for the purpose of such installation or copying.
The Customer undertakes to indemnify the Supplier against any claims and expenses (including legal fees and cost of defence) arising from a breach of this warranty.
Price and payment
The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier's published price list in force as at the date of delivery.
The Supplier may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
The price of the Goods:
excludes amounts in respect of value added tax (“VAT”), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and
excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.
The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery.
The Customer shall pay each invoice submitted by the Supplier:
within thirty (30) days of the date of the invoice or in accordance with any credit terms agreed by the Supplier and confirmed in writing to the Customer; and
in full and in cleared funds to a bank account nominated in writing by the Supplier, and
time for payment shall be of the essence of the Contract.
If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier's remedies under clause 11 (Termination), the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 8.6 will accrue each day at one point five percent (1.5%) a year above the Bank of England's base rate from time to time.
All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
Limitation of liability
The Supplier has obtained insurance cover in respect of its own legal liability for individual claims not exceeding the total Order cost per claim. The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.
The restrictions on liability in this clause 7 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
death or personal injury caused by negligence;
fraud or fraudulent misrepresentation;
breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
defective products under the Consumer Protection Act 1987.
Subject to clause 9.3, the Supplier's total liability to the Customer shall not exceed the total Order price in relation to each claim.
Subject to clause 9.3, the following types of loss are wholly excluded:
loss of profits;
loss of sales or business;
loss of agreements or contracts;
loss of anticipated savings;
loss of use or corruption of software, data or information;
loss of or damage to goodwill; and
indirect or consequential loss.
This clause 9 shall survive termination of the Contract.
Return of Goods
If within fourteen (14) days of delivery of any Goods to the Customer, the Customer notifies the Supplier in writing that such Goods are in excess of the Supplier’s requirements, the Supplier may at its absolute discretion agree to the return of the specified Goods to the Supplier subject to a restocking fee of fifteen per cent (15%) of the original invoiced price, provided that:
the Customer obtains from the Supplier the RGA in advance of returning the specified Goods;
the specified Goods are returned in mint condition in their original, unopened packaging with RGA; and
the Goods are returned to the Supplier within fourteen (14) days of the issuance of RGA.
No return of goods will be agreed for any Products that have been specifically manufactured, purchased or configured to the Purchaser’s requirements.
Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:
the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within twenty-one (21) days of that party being notified in writing to do so;
the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 11.1(b) to clause 11.1(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
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 the Contract on the due date for payment.
The Supplier will not under any circumstances permit the Customer to cancel any orders for any Goods that have been specifically manufactured, purchased, or configured to the Customer’s specific requirements. The Customer may only reschedule, alter, or cancel an order with the Supplier’s prior written agreement. If the Customer cancels or alters an order for any reason the Customer shall pay the Supplier on demand such amount as the Supplier may specify. If the Customer reschedules an order for any reason, the Supplier may reallocate the Goods to other customers and the Customer shall accept revised delivery dates as the Supplier may specify.
On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Goods 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.
Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination
Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
A “Force Majeure Event” means any circumstance not within a party's reasonable control including, without limitation:
acts of God, flood, drought, earthquake or other natural disaster;
epidemic or pandemic;
terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
nuclear, chemical or biological contamination or sonic boom;
any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;
collapse of buildings, fire, explosion or accident;
any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party);
non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause); and
interruption or failure of utility service.
Provided it has complied with clause 12.4, if a party is prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event (the “Affected Party”), the Affected Party shall not be in breach of these Conditions or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
The corresponding obligations of the other party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party.
The Affected Party shall:
as soon as reasonably practicable after the start of the Force Majeure Event but no later than fourteen (14) Business Days from its start, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and
use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
If the Force Majeure Event prevents, hinders or delays the Affected Party's performance of its obligations for a continuous period of more than three (3) months’, the party not affected by the Force Majeure Event may terminate this agreement by giving one (1) months’ written notice to the Affected Party.
Retention of title
Notwithstanding delivery of the Goods, property in the Goods shall remain with the Supplier until payment of all amounts owed in respect of such Goods (including delivery costs if applicable) and payment of other outstanding debts owed by Customer to the Supplier together with any interest due, has been received in full by the Supplier.
Assignment and other dealings.
The Supplier may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
Each party undertakes that it shall at any time during the Contract and for a period of two (2) years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 14.3(b).
Each party may disclose the other party's confidential information:
to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 14.3; and
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.
Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 14.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
Any notice in writing given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
Any notice shall be deemed to have been received:
if delivered by hand, on signature of a delivery receipt; or
if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.
This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
A notice shall not be valid if sent by fax, email, SMS text message, or any other medium of electronic communication.
Third party rights.
Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.