Terms & Conditions
STANDARD TERMS AND CONDITIONS
FOR THE SALE OF GOODS
The Buyer’s attention is in particular drawn to the provisions of condition 10.4
1.1 In these Conditions the following words have the following meanings:
the Buyer the person(s), firm or company whose written order for the Goods is
accepted by the Company;
the Company M4 UK Limited (registered number 4568875 ) whose registered
office is at Unit 2 The Granary, Cliftongate Business Park, Wigginton Road, York,
Contract any contract between the Company and the Buyer for the sale and
purchase of the Goods, incorporating these Conditions;
Contract Price means the total price payable by the Buyer to the Company under a
Contract in accordance with these Conditions;
Goods any goods which the, Company is to supply to the Buyer (including any part
or parts of them).
1.2 1.1 In these Conditions references to any statute or statutory provision shall
unless the context requires otherwise include a reference to that statute or
statutory provision as from time to time amended, consolidated, modified,
extended, reenacted or replaced.
1.3 In these Conditions references to the masculine include the feminine and the
neuter and to the singular include the plural and vice versa as the context admits
1.4 1.2 In these Conditions headings will not affect the construction of these
2. APPLICATION OF TERM
2.1 Subject to any variation under condition 2.3 the Contract will be on these
Conditions to the exclusion of all other terms and conditions (including the
exclusion of any terms and conditions which the Buyer purports to apply under any
purchase order, confirmation of order, specification or other document).
2.2 2.2 No terms or conditions endorsed upon, delivered with or contained in the
Buyer’s purchase order, confirmation of order, specification or other document will
form part of the Contract simply as a result of such document being referred to in
2.3 2.3 These Conditions apply to all the Company’s sales and any variation to
these Conditions and any representations about the Goods shall have no effect
unless expressly agreed in writing and signed by a Director of the Company.
2.4 2.4 Each order for Goods by the Buyer from the Company shall be deemed to
be an offer by the Buyer to purchase Goods subject to these Conditions.
2.5 2.5 No order placed by the Buyer shall be deemed to be accepted by the
Company until a written acknowledgment of order is issued by the Company or (if
earlier) the Company delivers the Goods to the Buyer. Acceptance of delivery of
the Goods shall be deemed to be conclusive evidence of the Buyer’s acceptance
of these terms and conditions.
2.6 2.6 The Buyer must ensure that the terms of its order and any applicable
specification are complete and accurate.
2.7 2.7 Any quotation is given on the basis that no Contract will come into
existence until the Company dispatches an acknowledgement of order to the
Buyer. Any quotation is valid for period of 60 days only from its date, provided that
the Company has not previously withdrawn it.
2.8 2.8 The Buyer shall sign and return the written acknowledgement of order and
artwork proof and no Contract shall come into force until these are received by the
Company. The Company shall not be liable for any loss (including loss of profit)
costs, damages, charges or expenses suffered or incurred by the Buyer as a
result of the Buyer signing off an incorrect acknowledgement of order or artwork
2.9 2.9 If the Goods are to be manufactured or any process is to be applied to
the Goods by the Company in accordance with a specification submitted by the
Buyer, the Buyer shall indemnify the Company against all loss, damages, costs
and expenses awarded against or incurred by the Company in connection with,
or paid or agreed to be paid by the Company in settlement of any claim for
infringement of any patent, copyright, design, trademark or other industrial or
intellectual property rights of any person which results from the Company’s use of
the Buyer’s specification.
2.10 2.10 The Company reserves the right to make any changes in the
specification of the Goods which are required to conform with any applicable
statutory or EU requirements or where the Goods are to be supplied to the
Company’s specification, which do not materially affect their quality or
2.11 2.11 Subject to condition 4.7 no order which has been accepted by the
Company may be cancelled by the Buyer except with the written consent of the
Company and on terms that the Buyer will indemnify the Company in full against
all losses (including loss of profit) costs (including the costs of all labour and
material used), damages, charges and expenses suffered or incurred by the
Company as a result of such cancellation.
3.1 The description of the Goods shall be as set out in the Company’s quotation.
3.2 All drawings, descriptive matter, specifications and advertising issued by
the Company and any descriptions or illustrations contained in the Company’s
catalogues or brochures are issued or published for the sole purpose of giving
an approximate idea of the Goods described in them. They will not form part of
4.1 Unless otherwise agreed in writing by the Company delivery of the Goods
shall take place at the Company’s place of business.
4.2 4.2 If carriage is required in accordance with condition 4.1 the Goods shall be
delivered by such means as the Company thinks fit unless the Buyer has
specified in its order the details of the contract with a carrier which it reasonably
requires having regard to the nature of the Goods and the other circumstances
of the case.
4.3 4.3 The carrier shall be deemed to be the Buyer’s agent except for the
purposes of section 44, 45 and 46 of the Sale of Goods Act 1979.
4.4 4.4 Delivery of the Goods shall be accepted at any time of day.
4.5 4.5 Any dates specified by the Company for delivery of the Goods are
intended to be an estimate and time for delivery shall not be made of the
essence by notice. If no dates are so specified, delivery will be within a
4.6 4.6 Subject to the other provisions of these Conditions the Company will not
be liable for any loss (including loss of profit), costs, damages, charges or
expenses caused directly or indirectly by any delay in the delivery of the Goods
(even if caused by the Company’s negligence), nor will any delay entitle the
Buyer to terminate or rescind the Contract unless such delay exceeds 180
4.7 4.7 If for any reason the Buyer does not accept delivery of any Goods when
they are ready for delivery, or the Company is unable to deliver the Goods on
time because the Buyer has not provided appropriate instructions, documents,
licenses or authorisations:
4.7.1 4.8 risk in the Goods will pass to the Buyer (including for loss or damage
caused by the Company’s negligence);
4.7.2 4.9 the Goods will be deemed to have been delivered; and
4.7.3 4.10 the Company may store the Goods until delivery and the Buyer wilt
be liable for all related costs and expenses (including without limitation storage
4.8 4.11 The Company will, at the point or place where delivery takes place under
4.12 provide at its expense, adequate and appropriate equipment and manual
labour for loading the Goods.
4.9 4.13 Where the Goods are to be delivered in instalments, each delivery shall
constitute a separate contract and failure by the Company to deliver any one or
more of the instalments in accordance with these Conditions or any claim by
the Buyer in respect of any one or more instalments shall not entitle the Buyer
to treat the whole contract as repudiated.
5.1 The quantity of any consignment of Goods as recorded by the Company upon
despatch from the Company’s place of business shall be conclusive evidence of
the quantity received by the Buyer on delivery unless the Buyer can provide
conclusive evidence proving the contrary.
5.2 5.2 The Company shall not be liable for any
nondelivery of Goods (even if caused by the Company’s negligence) unless
written notice is given to the carrier and the Company within 2 days of the date
when the Goods would in the ordinary course of events have been received.
5.3 5.3 Any liability of the Company for nondelivery of the Goods shall be limited
to replacing the Goods within a reasonable time or issuing a credit note at the
pro rata Contract Price against any invoice raised for such Goods.
6.1 The Goods are at the risk of the Buyer from the time of delivery in accordance
with condition 4.1.
6.2 6.2 Ownership of the Goods shall not pass to the Buyer until the Company
has received in full (in cash or cleared funds) all sums due to it in respect of:
6.2.1 6.3 the Goods; and
6.2.2 6.4 all other sums which are or which become due to the Company from
the Buyer on any account.
6.3 6.5 Until ownership of the Goods has passed to the Buyer, the Buyer must:
6.3.1 6.6 hold the Goods on a fiduciary basis as the Company’s bailee;
6.3.2 6.7 store the Goods (at no cost to the Company) separately from all other
goods of the Buyer or any third party in such a way that they remain readily
identifiable as the Company’s property;
6.3.3 6.8 not destroy, deface or obscure any identifying mark or packaging on or
relating to the Goods;
6.3.4 6.9 maintain the Goods in satisfactory condition insured on the
Company’s behalf for their full price against all risks to the reasonable
satisfaction of the Company. On request the Buyer shall produce the policy of
insurance to the Company; and
6.3.5 6.10 hold the proceeds of the insurance referred to in condition 6.3.4 on
trust for the Company and not mix them with any other money, nor pay the
proceeds into an overdrawn bank account.
6.4 6.11 The Buyer may resell the Goods before ownership has passed to it solely
on the following conditions:
6.4.1 6.12 any sale shall be effected in the ordinary course of the Buyer’s
business at full market value; and
6.4.2 6.13 any such sale shall be a sale of the Company’s property on the
Buyer’s own behalf and the Buyer shall deal as principal when making such a
6.5 6.14 The Buyer’s right to possession of the Goods shall terminate
6.5.1 6.15 the Buyer (being an individual or partnership) has a bankruptcy order
made against him/them or makes an arrangement or composition with his/their
creditors, or otherwise takes the benefit of any Act for the time being in force
for the relief of insolvent debtors, or (being a body corporate) convenes a
meeting of creditors (whether formal or informal), or enters into liquidation
(whether voluntary or compulsory) except a solvent voluntary liquidation for the
purpose only of reconstruction or amalgamation, or has a receiver and/or
manager, administrator or administrative receiver appointed of its undertaking
or any part thereof, or a resolution is passed or a petition presented to any
court for the winding up of the Buyer, or for the granting of an administration
order in respect of the Buyer, or any proceedings are commenced relating to
the insolvency or possible insolvency of the Buyer; or
6.5.2 6.16 the Buyer suffers or allows any execution, whether legal or
equitable, to be levied on his/their/its property or obtained against him/their/it,
or fails to observe/perform any of his/its obligations under the Contract or any
other contract between the Company and the Buyer, or is unable to pay
his/their/its debts within the meaning of section 123 of the Insolvency Act 1986
or the Buyer ceases to trade; or
6.5.3 6.17 the Buyer encumbers or in any way changes any of the Goods.
6.6 6.18 The Company shall be entitled to recover payment for the Goods
notwithstanding that ownership of any of the Goods has not passed from the
6.7 6.19 The Buyer grants the Company, its agents and employees an irrevocable
license at any time to enter any premises where the Goods are or may be
stored in order to inspect them, or, where the Buyer’s right to possession has
terminated, to recover them.
7.1 Unless otherwise agreed by the Company in writing the price for the Goods
shall be the price set out in the Company’s acknowlegement of order.
7.2 7.2 The price for the Goods shall be exclusive of any value added tax or any
other applicable tax which the Buyer will pay in addition when it is due to pay
for the Goods.
7.3 7.3 Except as otherwise agreed in writing by the Company the price for the
Goods is given on an exworks basis and where the Company agrees to deliver
the Goods otherwise than the Company’s premises, the Buyer shall be liable to
pay the Company’s charges for transport, packaging and insurance.
8.1 Subject to condition 8.1, unless otherwise agreed by the Company in writing,
the Company may invoice the Buyer for the price of the Goods on or at any time
after delivery of the Goods, unless the Goods are to be collected by the Buyer or
the Buyer wrongfully fails to take delivery of the Goods, in which event the
Company shall be entitled to invoice the Buyer for the price at any time after the
Company has notified the Buyer that the Goods are ready for collection or (as the
case may be) the Company has tendered delivery of the Goods.
8.2 8.2 Payment of the price for the Goods is due in pounds sterling on the last
working day of the month following the month in which the Goods are
delivered or deemed to be delivered.
8.3 8.3 Time for payment shall be of the essence.
8.4 8.4 No payment shall be deemed to have been received until the Company
has received cleared funds.
8.5 8.5 All payments payable to the Company under the Contract shall become
due immediately upon termination of this Contract despite any other
8.6 8.6 The Buyer shall make all payments due under the Contract without any
deduction whether by way of setoff, counterclaim, discount, abatement or
otherwise unless the Buyer has a valid court order requiring an amount equal
to such deduction to be paid by the Company to the Buyer.
8.7 8.7 The Company may appropriate any payment made by the Buyer to the
Company to such of the Goods as the Company thinks fit despite any
purported appropriation by the Buyer.
8.8 8.8 If the Buyer fails to pay the Company any sum due pursuant to the
Contract the Buyer will be liable to pay interest to the Company on such sum
from the due date for payment at the annual rate of 2% above the base
lending rate from time to time of Lloyds TSB Bank, accruing on a daily basis
until payment is made, whether before or after any judgement. The Company
reserves the right to claim interest under the Late Payment of Commercial
Debts (Interest) Act 1998.
9.1 Where the Company is not the manufacturer of the Goods, the Company will
endeavour to transfer to the Buyer the benefit of any warranty or guarantee given
to the Company.
9.2 9.2 The Company warrants that (subject to the other provisions of these
Conditions) upon delivery, and for a period of 6 months from the date of
delivery, the Goods will be of satisfactory quality within the meaning of the
Sale of Goods Act 1994.
9.3 The Company shall not be liable for a breach of the warranty in condition
9.3.1 9.4 the Buyer gives written notice of the defect to the Company, and (if the
defect is as a result of damage in transit) to the carrier, within 3 days of:
(a) the date of delivery (where the defect would be apparent to the Buyer upon
a reasonable inspection); or
(b) the date when the Buyer discovers or ought reasonably to have discovered
the defect (where the defect would not be apparent to the Buyer upon
reasonable inspection); and
9.3.2 9.5 the Company is given a reasonable opportunity after receiving the
notice of examining such Goods and the Buyer (if asked to do so by the
Company) returns such Goods to the Company’s place of business at the
Buyer’s cost for the examination to take place there.
9.4 9.6 The Company shall not be liable for a breach of the warranty in condition
9.4.1 9.7 if the Buyer makes any further use of such Goods after giving notice;
9.8 if the Buyer alters or repairs such Goods without the written consent of the
9.4.3 9.9 if the defect arises because the Buyer failed to follow the Company’s
oral or written instructions as to the storage installation, commissioning, use or
maintenance of the Goods or (if there are none) good trade practice; or
9.4.4 9.10 if the defect arises due to the installation, maintenance or use of the
Goods by a third party and the defect is due to the incorrect installation,
maintenance or use of the Goods by that third party; or
9.4.5 9.11 if the defect in such Goods arises from any design defect in any
drawing design or specification supplied or approved by the Buyer; or
9.4.6 9.12 to the extent that the defect in the Goods arises from parts, material
or equipment not manufactured by the Seller in respect of which condition 9.1
9.5 9.13 Subject to conditions 9.3 and 9.4, if any of the Goods do not conform
with the warranty in condition
9.14 the Company shall at its option repair or replace such Goods (or the
defective part) provided that, if the Company so requests, the Buyer shall, (at
the Buyer’s expense), return the Goods or the part of such Goods which is
defective to the Company.
9.6 9.15 If the Company complies with condition 9.5 it shall have no further
liability for a breath of the warranty in condition 9.2 in respect of the quality of
9.7 9.16 Any Goods replaced will belong to the Company and any repaired or
replacement Goods will be guaranteed on these terms for the unexpired
portion of the 6 month period.
10. LIMITATION OF LIABILITY
10.1 The following provisions and the provisions of conditions 4, 5 and 9, set out
the entire liability of the Company (including any liability for the acts or omissions of
its employees, agents and sub~ contractors) to the Buyer in respect of:
10.1.1 10.2 any breach of these Conditions;
10.1.2 10.3 any use made or resale by the Buyer of any of the Goods, or of any
products incorporating any of the Goods; and
10.1.3 10.4 any representation, statement or tortious act or omission including
negligence arising under or in connection with the Contract.
10.2 10.5 All warranties, conditions and other terms implied by statute or
common law (save for the conditions implied by section 12 of the Sale of
Goods Act 1979) are, to the fullest extent permitted by law, excluded from the
10.3 10.6 Nothing in these Conditions excludes or limits the liability of the
Company for death or personal injury caused by the Company’s negligence or
for fraudulent misrepresentation.
The Buyer’s attention is in particular drawn to the provisions of condition
10.4 10.7 Subject to conditions 10.2 and 10.3:
10.4.1 10.8 the Company’s total liability in contract, tort (including negligence or
breach of statutory duty), misrepresentation or otherwise, arising in connection
with the performance or contemplated performance of this Contract shall be
limited to the pro rata Contract Price; and
10.4.2 10.9 the Company shall not be liable to the Buyer for any pure economic
loss, loss of goodwill or reputation, loss of profit of loss of sales (whether
direct or indirect) or any consequential or indirect loss, damage or expense
whatsoever (howsoever caused) which arises out of or in connection with the
10.5 10.10 The Buyer shall indemnify the Company against all liability, actions
proceedings, costs, claims, damages or demands in any way connected with
this Contract brought or threatened to be brought against the Company by any
third party except to the extent the Company is liable to the Buyer in
accordance with these terms and conditions.
11.1 The Buyer shall not be entitled to assign the Contract or any part of it without
the prior written consent of the Company.
11.2 11.2 The Company may assign the Contract or any part of it to any
person, firm or company.
12. FORCE MAJEURE
12.1 The Company shall not be deemed to be breach of this Agreement or
otherwise liable to the Buyer in any manner whatsoever for any failure or delay in
performing its obligations under this Agreement due to Force Majeure.
12.2 12.2 For the purpose of this condition 12 Force Majeure means, any
cause preventing the Company from performing any or all of its obligations
which arises from or is attributable to acts, events, omissions or accidents
beyond the reasonable control of the Company including without limitation,
strikes, lockouts or other industrial disputes (whether involving the workforce
of the Company or any other party), 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 supplies or subcontractors.
13.1 Time for performance of all obligations of the Buyer under the Contract is of
13.2 13.2 Each right or remedy of the Company under the Contract is without
prejudice to any other right or remedy of the Company whether under the
Contract or not.
13.3 13.3 If any provision of the Contract is found by any court, tribunal or
administrative body of competent jurisdiction to be wholly or partly illegal,
invalid, void, voidable, unenforceable or unreasonable it shall to the extent of
such illegality, invalidity, voidness, voidability, enforceability or
unreasonableness be deemed severable and the remaining provisions of the
Contract and the remainder of such provision shall continue in full force and
13.4 13.4 Failure or delay by the Company in enforcing or partially enforcing
any provision of the Contract will not be construed as a waiver of any of its
rights under the Contract.
13.5 13.5 Any waiver by the Company of any breach of, or any default under,
any provision of the Contract by the Buyer will not be deemed a waiver of any
subsequent breach or default and will in no way affect the other terms of the
13.6 13.6 The parties to this Agreement do not intend that any of its terms will
be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by
any person not a party to it.
13.7 13.7 The formation, existence, construction, performance, validity and all
aspects of the Contract shall be governed by English law and the parties submit
to the exclusive jurisdiction of the English courts.
14.1 All communications between the parties about this Contract must be in writing
and delivered by hand or sent by prepaid first class post or sent by facsimile
14.1.1 14.2 (in case of communications to the Company) to its registered office
or such changed address as shall be notified to the Buyer by the Company; or
14.1.2 14.3 (in case of communications to the Buyer) to the registered office of
the addressee (if it is a company) or (in any other case) to any address of the
Buyer set out in any document which forms part of this Contract or such other
address as shall be notified to the Company by the Buyer.
14.2 14.4 Communications shall be deemed to have been received:
14.2.1 14.5 if sent by prepaid first class post, 2 days (excluding Saturdays,
Sundays and Bank and public holidays) after posting (exclusive of the day of
14.2.2 14.6 if delivered by hand, on the day of delivery;
14.2.3 14.7 if sent by facsimile transmission on a working day prior to 4.OOpm,
at the time of transmission and otherwise on the next working day.
14.3 14.8 Communications addressed to the Company shall be marked for the
attention of a Director.
15. WARRANTIES FOR LED MODULES, POWER SUPPLIES & CONTROL GEAR
15.1 All warranty periods will be made clear on relative schedules / signage
packages issued to support works or are available on request. Warranties are for
the working parts only and do not cover installation costs or any access equipment
/ permits required to complete such works.
16. ENFORCEABLE ADDITIONAL COSTS
16.1 When undertaking any installation that is effected by site not being ready for
circumstances out of M4 UK Limited's control, which include:
+ No access to areas of work
+ Weather conditions
+ Area's of installation are in complete or other trades restrict clear access
+ Site closure
day rate is £270 per operative per day
If any of the above items are actioned then M4 UK Limited's standard installation
16.2 16.2 Any hired access equipment, permits applied for & segregation
equipment hire costs will be divided into the number of days the works were
originally scheduled for on site and cost for each lost day will be invoiced to reflect
16. 17. ARTWORK AND PRODUCTION
1. 17.1 Work in progress and cancelled orders
1. 17.2 If we begin work on a job and subsequently the customer cancels
the order, we reserve the right to invoice for the work carried out and any
expenses incurred. If the customer does not progress a job for more than 90 days
(e.g. does not respond to a visual design proposal or proof), we reserve the right
to invoice for the work carried out and any expenses incurred.
2. 18.1 A maximum of three cycles of proofing and design alterations are
included in our estimates. Further cycles of proofing and design alterations may
incur extra charges.
18.2 changes to content are included in our estimates. Lengthy or
significant alterations to content will be charged at the hourly rate plus
materials and/or expenses.
18.3 Changes to other material (e.g. photos) and requirements which
significantly affect work already carried out will be charged at the hourly rate
plus materials and/or expenses.
1. 19 Proofreading
3. 19.1 It is the customer's responsibility to check proofs for errors in copy and
content. Even if text is supplied electronically (i.e. on disk or via email) it is still
the customer's responsibility to check all text on the proof version for errors that
may have occurred subsequently. If any text on the proof is not clear (e.g.
through poor fax reproduction) it is the customer's responsibility to obtain a clear
copy from us.
19.2 Checking the printed product
4. 19.3 It is the customer's responsibility to check that the quality and
quantity of printed materials delivered is acceptable and as agreed. M4 UK must
be informed of any discrepancy by 5pm of the next working day following
2. 20 Copyright
1. 20.1 It is the customer's responsibility to ensure that copyright is not
infringed through the use of any materials they supply to us.
20.2 Images purchased or commissioned by M4 UK for the customer are
subject to the terms and conditions of the supplier, a copy of which can be
supplied on request.
20.3 M4 UK retains copyright on design work we produce as part of a
tender, unless otherwise agreed.
20.4 Copyright on completed design work produced by M4 UK transfers to
the client once payment of our invoice has been made in full, subject to the
conditions above. However, we reserve the right to use material it has
designed or produced in our own publicity (e.g. our portfolio), whether in
hard copy or electronic form.
20.5 Copyright on any website code, programming or software from third
parties remains with the original owner/author unless otherwise agreed.
Copyright on code produced by M4 UK remains with us, but the client is
granted a permanent license to use and modify the code for their own use,
once payment has been made in full and provided that our copyright notice
is preserved within the code.
20.6 Archiving work and supplying files
1. 20.7 Whilst M4 UK endeavours to archive all work electronically, we
guarantee that all data files are retrievable for future use. We cannot accept
responsibility for lost or corrupted files.
20.8 Copies of data files can be supplied to the client on request, copyright
permitting. Some items (e.g. fonts) can not be supplied due to copyright
2. 20.9 When older files are reused or supplied to a client, the time taken
to retrieve them and convert them to current data formats may be charged.
20.10 M4 UK does not attempt to restrict its clients to an exclusive
relationship. When a client wishes to work with another supplier of design,
print or web services, we will make all reasonable efforts to help by
supplying files and information, but we may charge for the time taken at the
This is the current version of our Terms of Trade as of 02 December 2011. None of the
above affects your statutory rights.