These Terms and Conditions will apply to the purchase of the goods detailed in our quotation (Goods or Products) by the buyer (you or Customer) from Metis Engineering Ltd, a company registered in England and Wales under number 10074810, whose registered office is at 2 Colliers Gardens, Backwell BS48 3DT, United Kingdom (we or us or Supplier).
These Terms and Conditions will be deemed to have been accepted by you when you accept them or the quotation, or from the date of payment of the Goods (whichever happens first) and will constitute the entire agreement between us and you.
These Terms and Conditions and the quotation (together, the Contract) apply to the purchase and sale of any Goods between us and you, to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
Interpretation
A “business day” means any day other than a Saturday, Sunday or bank holiday in England and Wales.
The headings in these Terms and Conditions are for convenience only and will not affect their interpretation.
Words imparting the singular number include the plural and vice-versa.
Goods
The description of the Goods is set out in our sales documentation, unless expressly changed in our quotation. In accepting the quotation, you acknowledge that you have not relied upon any statement, promise or other representations about the Goods by us. Descriptions of the Goods set out in our sales documentation are intended as a guide only.
We can effect changes to the specification of the Goods which are required to conform to any applicable safety or other statutory or regulatory requirements.
Price
The price (Price) of the Goods is set out in our quotation current at the date of your order or such other price as we may agree in writing.
You may be entitled to discounts. Any and all discounts will be at our discretion.
The Price is inclusive of fees for packaging.
The Price is exclusive of fees for transportation, delivery and shipping, unless otherwise stated in our quotation.
The Price excludes the cost of insurance to cover goods in transit. The Price is exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
Quotation Validity
Details of the Goods as described in the clause above (Goods) and set out in our sales documentation are subject to alteration without notice until our offer or quotation is accepted by the Customer.
The quotation (including any non-standard price negotiated in accordance with clause 10) is valid for a period of 30 days from the date shown within the quotation unless expressly withdrawn by us at an earlier time. It is within our discretion to extend the validity period of the quotation.
The quotation can be withdrawn for any reason prior to your acceptance (or rejection) of the quotation.
Once an order is accepted by you and is pending, the price will not be subject to any increases. Once the quotation is accepted by you, any future price increases will only apply to new orders.
Any lead times or delivery timescales stated on the quotation or agreed as part of the order shall commence from the date of acceptance from the Customer.
Payment
The payment for the first order of the Customer must be made on receipt of the proforma invoice prior to the Good being shipped.
Where orders are in excess 50,000 British Pounds (GBP), 30% of the order value will be paid by the Customer prior to the Good being shipped.
Payment for subsequent orders are to be made by the Customer within 30 days upon receipt of the invoice which will be sent on shipping of the Goods.
All payments must be made in British Pounds (GBP) unless otherwise agreed in writing between us.
Both parties must pay all amounts due under these Terms and Conditions, including any VAT due, in full without any deduction or withholding except as required by law and neither party is entitled to assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
Delivery
The Goods may be delivered by us or it may be collected from our premises. The quotation will specify the proposed method of delivery.
Any delivery of the Goods by us will be to the address specified in the quotation or your order, or to any other location that we may agree in writing.
If you do not specify a delivery address or if we both agree, you must collect the Goods from our premises.
If you do not take delivery of the Goods we may, at our discretion and without prejudice to any other rights:
store or arrange for the storage of the Goods and will charge you for all associated costs and expenses including, but not limited to, transportation, storage and insurance; and / or
make arrangements for the redelivery of the Goods and will charge you for the costs of such redelivery; and/or
No additional charges will be applied by us if delivery is attempted and fails due to holiday and/or closing periods at the delivery address.
If redelivery is not possible as set out above, you must collect, or arrange for collection of, the Goods from our premises and will be notified of this. We may charge you for all associated costs including, but not limited to, storage and insurance.
Any dates quoted for delivery are approximate only. We will not be liable for any delay in delivery of the Goods that is caused by a circumstance beyond our control or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
Inspection and acceptance of Goods
You must inspect the Goods on delivery or collection.
If you identify any damages or shortages, you must inform us in writing within 7 days of the receipt of the goods, taking the DoT receipt as the date of delivery.
Other than by agreement, we will only accept returned Goods if we are satisfied that those Goods are defective and if required. We will conduct a fault inspection on returned goods. Such testing and inspection will be chargeable unless a fault is established.
Subject to your compliance with this clause and/or our agreement, you may return the Goods and we will, as appropriate, repair, or replace, or refund the Goods or part of them.
We will be under no liability or further obligation in relation to the Goods if:
you fail to provide notice as set above; and/or
you make any further use of such Goods after giving notice under the clause above relating to damages and shortages; and/or
the defect arises because you did not follow our oral or written instructions about the storage, commissioning, installation, use and maintenance of the Goods; and/or
the defect arises from normal wear and tear of the Goods; and/or
the defect arises from misuse or alteration of the Goods, negligence, wilful damage or any other act by you, your employees or agents or any third parties.
You bear the risk and cost of returning the Goods. If the product is deemed to be defective or damaged, then we will cover the cost of transportation in addition to the exchange of goods.
Acceptance of the Goods will be deemed to be upon inspection of them by you and in any event within 7 days of the receipt of the goods, taking the DoT receipt as the date of delivery.
Risk and title
The title and risk in the Goods will pass to you on completion of delivery.
Cancellation
Should you wish to cancel your order following acceptance of our quotation, we cannot guarantee a refund. It may be possible for us to offer a partial refund should the full manufacturing costs have not been incurred at the date of cancellation. Any refund following cancellation is entirely at our discretion.
If you need to make an amendment or change to your order, please reach out to us as soon as possible.
Limited Warranty Statement for Metis Engineering Ltd Products
The Supplier warrants that Products will be free from hardware or software related defects in design, materials and workmanship affecting the normal operation of the Products. The Warranty Period is equal to the length of the warranty given by the OEM manufacturer on the end product supplied to the end customer, or a maximum of 12 months from date of delivery, whichever is the lesser.
In circumstances where no evidence of date of delivery can be obtained, the date of instrument manufacture will be used.
The Supplier warrants the product only through the Authorised Distributor the unit was purchased, unless returned to the Supplier directly.
Return Merchandise Authorisation (RMA) requests must be agreed with our Technical Support department and made within the warranty period. RMA numbers must be obtained before any products can be returned. Any item sent without a valid RMA number will be rejected or sent back.
RMA numbers are valid for 30 days from the date issued. If the Products are not returned in 30 days from the date issued, a new RMA number is required for the return. The RMA form and/or number must be clearly marked on the packaged item. All returned Products must be protected by the Customer from damage during transit.
Upon receipt of the returned Products, we will at our sole discretion either repair or replace the Product if it is found to be faulty and generally not in breach of any other condition in this document. Any such replacement for the Product may be either new or equivalent in performance to new. Replacement or repaired parts will be warranted only for the unexpired portion of the original warranty, or an additional 90 days (whichever is greater).
Warranty does not apply to defects in the Product resulting from improper use, i.e., not used in accordance with the instruction manual, or outside its designed scope of use and which may not be covered in the manual, unauthorised modification or misuse, operation outside of the published specifications including extreme temperatures, any loss of parts, abuse or accidental damage, ingress of substances into the electronics or sample lines, excessive wear and tear on mechanical parts. If any returned products are determined to have been abused or misused, the Supplier will provide the customer with a quotation for repair. If no problems are found with any returned product(s), product(s) will be returned to customer.
The Supplier is responsible for shipping charges to return Products back to the Supplier only if the goods are deemed to be defective and/or damaged. The Supplier is responsible for shipping charges to return products back to the Customer only if the goods are deemed to be defective and/or damaged. For out of warranty items the Customer is responsible for postage charges for both returning products back to the Supplier and the return from the Supplier to the Customer.
Limitation of liability
Our liability under the Contract, and in breach of statutory duty, and in tort, misrepresentation or otherwise will be limited to this section.
Subject to the clauses above on Inspection and Acceptance and Risk and Title, all warranties, conditions or other terms implied by statute or common law (save for those implied by Section 12 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law.
If we do not deliver the Goods, our liability is limited, subject to the clause below, to the costs and expenses incurred by you in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.
Our total liability will not, in any circumstances, exceed the total amount of the Price payable by you.
We will not be liable (whether caused by our employees, agents or otherwise) in connection with the Goods, for:
any indirect, special or consequential loss, damage, costs, or expenses; and/or
any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; and/or
any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; and/or
any losses caused directly or indirectly by any failure or breach by you in relation to your obligations; and/or
any loss relating to the choice of the Goods and how they will meet your purpose or the use by you of the Goods supplied.
The exclusions of liability contained within this clause will not exclude or limit our liability for death or personal injury caused by our negligence; or for any matter for which it would be illegal for us to exclude or limit our liability; and for fraud or fraudulent misrepresentation.
Communications
All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
Notices will be deemed to have been duly given:
when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
on the fifth business day following mailing, if mailed by national ordinary mail; or
on the tenth business day following mailing, if mailed by airmail.
All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.
Data protection
When providing the Goods to the Buyer, the Seller may gain access to and/or acquire the ability to transfer, store or process personal data of employees of the Buyer.
The parties agree that where such processing of personal data takes place, the Buyer shall be ‘data controller’ and the Seller shall be the ‘data processor’ as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.
For the avoidance of doubt, ‘Personal Data’, ‘Processing’, ‘Data Controller’, ‘Data Processor’ and ‘Data Subject’ shall have the same meaning as in the GDPR.
The Seller shall only Process Personal Data to the extent reasonably required to enable it to provide the Goods as mentioned in these terms and conditions or as requested by and agreed with the Buyer, shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or for any third party’s purposes.
The Seller shall not disclose Personal Data to any third parties other than employees, directors, agents, subcontractors or advisors on a strict “need-to-know” basis and only under the same (or more extensive) conditions as set out in these terms and conditions or to the extent required by applicable legislation and/or regulations.
The Seller shall implement and maintain technical and organisational security measures as are required to protect Personal Data Processed by the Seller on behalf of the Buyer. For any enquiries or complaints regarding data privacy, you can email: info@metisengineering.com.
Circumstances beyond the control of either party
Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.
No Waiver
No waiver by us of any breach of these Terms and Conditions by you shall be considered as a waiver of any subsequent breach of the same or any other provision.
Severance
If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
Law and jurisdiction
This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.
Rights of Third Parties
The Parties to this Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a Party to it.
