Terms and Conditions

MERIDIAN IT LTD STANDARD BUSINESS TERMS 

In accordance with good business practice it is appropriate to draw attention to the paragraphs, 21-22 and 26-27, in this document which limit our liability under certain circumstances 

Preliminary
1. In these terms, “Company” means Meridian IT (United Kingdom) Limited (registered in England and Wales with company number 02654994); “Buyer” means the person, firm or company buying goods from the Company, “Contract” means the contract between the Buyer and Company for the sale and purchase of the Goods, and “Goods” means the Goods (including any instalment of the goods or any parts for them) which the Company is to supply under the Contract; Order means the order of the Buyer for the Goods, as set out in any purchase order from from the Buyer.

Contract
2. The Company shall sell and the Buyer shall buy the Goods in accordance with any Order which is accepted by the Company. Any Order shall only be deemed to be accepted when the Company issues a written acceptance of the Order, at which point the Contract shall first come into existence. These Terms apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. The Order constitutes an offer by the Customer to buy the Goods in accordance with these Terms. The Buyer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by them are complete and accurate.

Price and Price Change
3. Quoted prices include the cost of normal packaging and delivery but exclude any installation costs (which shall be payable by the Buyer in addition to the quoted price) unless otherwise agreed in writing. The quoted price is exclusive of any applicable Value Added Tax, which shall be payable by the Buyer in addition to the quoted price.

4. In the case of Goods supplied as new from the manufacturer, the price for the Goods shall be directly related to that of the manufacturer at the date of despatch and any changes in the manufacturer’s price, from the date of original contract to the date of delivery, shall result in a pro rata change in the price payable by the Buyer.

5. The Company reserves the right to amend its quoted prices at any time prior to the date of despatch to take into account increases in costs including but not limited to costs incurred due to changes in any taxes, exchange rates or any factors beyond the Company’s control.

6. All drawings, specifications, software and technical documents issued by the Company are issued solely for the Buyer’s use in buying and using the Goods and shall not be copied, reproduced or communicated to any third party. The specification and description of the Goods appearing in our order acknowledgement is for identification purposes only and shall not constitute the sale of the Goods as a sale by description. Any indication of the age of the Goods, whether verbal or otherwise, shall be given in good faith only and shall not form a term of the Contract. The Goods shall be sold free of all encumbrances, liens, charges and claims whatsoever.

7. Any performance figures quoted or referred to in any specification or other document are estimates only based on the manufacturer’s quoted figures and assume operation by experienced personnel together with use of specified materials. Such information shall not form part of the Contract.

Delivery
8. Delivery of the Goods shall be to a delivery address reasonably notified by the Buyer to the Company and shall be complete when the Goods are removed from a vehicle there.

9. Delivery of the Goods to the delivery address shall be made at any time within 7 days of a date which the Company shall tell the Buyer is the expected delivery date. If the Buyer fails to take delivery of the Goods when thus delivered, the Company may at its discretion remove and store them at the expense of the Buyer and redeliver at another time, or sell them at the best price readily obtainable and (after deducting reasonable storage and selling expenses) charge the Buyer for any shortfall below the Contract price. If the Buyer refuses to accept delivery in breach of Contract, it shall immediately be liable to the Company for the whole purchase price.

10. Any delivery dates are approximate and the Company shall not be liable for loss caused by delay in delivery, however caused. Time of delivery is not of the essence of the Contract. Late delivery shall not entitle the Buyer to refuse delivery or to cancel the Contract.

11. If the Company fails to deliver the Goods in accordance with the Contract, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining other similar quality goods in the cheapest market available, less the price of the Goods. The Company shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by Force Majeure or the failure of the Customer to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

Title and Risk
12. The risk in the Goods shall pass to the Customer on completion of delivery, or, if the Buyer fails to take delivery of the Goods in breach of contract, at the time when the Company tendered delivery of the Goods.

13. Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the title to the Goods shall remain vested in the Company until the Company has received from the Buyer in cash or cleared funds all monies which are then due from the Buyer to the Company under this or any other Contract for the supply of the Goods or other goods. Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Company’s fiduciary agent and bailee, and shall store such Goods and materials separately from the Goods of the Buyer at no cost to the Company so that they are properly protected, insured and clearly identified as belonging to the Company. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business.

14. Until such time as the property in the Goods passes to the Buyer (and provided that the Goods are still in existence and have not been resold) the Company shall be entitled at any time to require the Buyer to deliver up the Goods to the Company and, if the Buyer fails to do so forthwith on demand, to enter any premises of the Buyer or any third party where the Goods are stored and repossess them.

15. The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Company, but, if the Buyer purports to do so, all monies owing by the Buyer to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable. 

Insolvency of Buyer 

16. If the Buyer:
(a) If a company; has a petition presented for its winding up, passes a resolution for voluntary winding up, enters into a voluntary arrangement with its creditors, becomes subject to an administration order, goes into liquidation (other than for the purposes of a solvent amalgamation or reconstruction) or has a Receiver appointed for all or any of its assets; or
(b) If an individual; becomes bankrupt or enters into a voluntary arrangement with creditors or
(c) Ceases, or threatens to cease, to carry on business; or if the Company reasonably apprehends that any of these events is about to occur in relation to the Buyer and notifies the Buyer accordingly, then the provisions of Condition 17 shall apply.

17. If any of the events in Condition 16 arise:
(a) The Company shall be entitled to cancel the Contract or suspend deliveries under the Contract without liability to the Buyer,
(b) If the Goods have been delivered but not paid for, payment shall become due immediately
regardless of any previous agreement to the contrary; and
(c) The Company may re-take possession from the Buyer of the Goods, for which payment has not been made, without prior notice and for that purpose to enter upon any premises where the Buyer has the Goods.

Payment
18. Unless otherwise agreed in writing and subject to Term 16, the price shall be paid in full by the 30th day after the date of invoice, without deduction for any set off or counterclaim, in default of which interest shall be payable (both before and after any judgement) at the rate of 4% per annum over the base rate for the time being of Barclays Bank plc (such interest being deemed to accrue from day to day and being compounded on the last day of each calendar month) until payment is made. Interest shall continue to accrue after any order, resolution or appointment for the liquidation, winding up, receivership or bankruptcy of the Buyer.

19. The time of payment shall be of the essence of the Contract.

20. Any payment by the Buyer after default may be applied at the option of the Company to any outstanding invoice or to interest before capital.

Loss or Damage in Transit, Non Delivery or Failure to Function when Installed
21. The Buyer shall carefully inspect and test the Goods within 7 days of delivery, and:
21.1 Any claim for non-delivery of any Goods shall be notified in writing by the Buyer to the Company within 7 days of the date of delivery.
21.2 Any claim based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Company within 7 days after delivery or (where the defect or failure was not apparent on such careful inspection and testing) within 7 days of the date when any defect or failure in the goods was discovered or became reasonably discoverable by the Buyer.

22. If delivery is not refused, and the Buyer does not tell the Company of any claim in accordance with Clause 21, the Buyer shall not be entitled to reject the Goods and the Company shall have no liability for such defects or failure, and the Buyer shall pay the price as if the Goods had been delivered in accordance with the Contract.

Maintenance
23. Where Goods have been supplied to the Buyer on the basis that the Goods will be accepted onto the manufacturer’s scheduled maintenance, the Buyer must immediately request the manufacturer (in compliance with the manufacturer’s requirements) to accept the Goods onto its maintenance schedule, and unless the Company have been told in writing within 7 days from the date of delivery (or installation, if later) that the manufacturer will not accept the Goods onto its maintenance schedule because of a defect in them, it will be deemed that the Goods have been accepted and the maintaining manufacturer will be responsible for all future support for the equipment and the Company shall have no liability for the maintenance of the Goods.

Extension of Benefits
24. The Company shall use all reasonable endeavours to assign or extend to the Buyer the benefit of any guarantee, condition or warranty which may have been given to the Company by the manufacturer or supplier to the Company, or otherwise implied in favour of the Company, provided always that the Goods are not sold with or subject to any conditions or warranty about freedom from defects, apart from those in the said guarantee, condition or warranty, in design, material or workmanship, satisfactory quality or fitness for any particular purpose, either express or implied by statute or otherwise, and all such conditions and warranties are hereby excluded to the fullest extent permitted by law. The Buyer shall fully indemnify the Company against all costs, claims, damages and expenses incurred or to be incurred by the Company in connection with the enforcement of any manufacturer’s guarantee, condition or warranty. 

Installation
25. If the terms of this Contract provide for any part of the price of the Goods to be paid after installation, and such installation is not begun within 5 days of delivery of the Goods by the Company to the Buyer’s designated location for any reason outside the Company’s control, then at the end of such 5 day period the Goods shall be deemed to have been installed and the Buyer shall immediately become liable for the entire purchase price of the Goods.

Liability of the Company 
26.The Company shall not be liable to the Buyer by reason of any representation or any implied warranty condition or other term, or any duty at common law, or under the express terms of the Contract for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses, or other claim for consequential compensation whatsoever (and whether caused by the negligence of the Company, its employees or agents or otherwise) which arises out of or in connection with the supply of the Goods or their resale by the Buyer, except as expressly provided in these Conditions, PROVIDED THAT nothing in these Terms shall limit or exclude the Company’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); or 
(b) fraud or fraudulent misrepresentation; or 
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
(d) defective products under the Consumer Protection Act 1987; or
(e) any matter in respect of which it would be unlawful for the Company to exclude or restrict liability. 

27. Subject to clause 26:  
(a) The Company shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
(b) the total liability of the Company to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the sale price of the goods 

Anti-Bribery and Anti-Corruption 
28.1The Company shall:
(a) comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);
(b) promptly tell the Buyer of any request or demand for any undue financial or other advantage of any kind received by the Company in connection with the performance of this agreement;
(c) immediately tell the Buyer if a foreign public official is or becomes during the performance of the contract an officer or employee of the Company;
(d) have in place, comply with and enforce its own policies and procedures to ensure compliance with the Bribery Act 2010 .
28.2 The Company shall ensure that any person associated with it who is providing goods in connection with this agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the it in this clause (Relevant Terms).

Order Cancellation
29. Where the Buyer wishes to cancel all or part of the Contract the Company may, but shall not be required to, accept such termination, in which case the Buyer shall pay to the Company any costs incurred by the Company in purchasing the Goods for the purpose of fulfilling the Contract prior to the Buyer’s notification of its wish to cancel, together with any costs reasonably incurred by the Company in connection with the Contract prior to such notification and any of loss of profit arising from the cancellation.

Force Majeure
30. The Company shall not be liable to the buyer for any delay or failure in performance of its obligations under the contract which is due to circumstances beyond its reasonable control, including but not limited to delays or defaults of suppliers or any sub-contractor, war or threat of war, strike, lock out or other industrial action, flood, Act of God, explosion, fire, accident to plant machinery, power failure or breakdown in machinery, or shortage of materials or labour.

Governing Law
31. These Conditions may only be varied by agreement in writing between the parties signed by an authorised signatory of each party. 
32. This Contract shall be construed and take effect in accordance with the laws of England. Each of the parties irrevocably submits for all purposes in connection with these Conditions to the exclusive jurisdiction of the courts of England. 

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