Terms and Conditions
1. Application of Conditions
1.1 Matadoors shall sell and the Buyer shall purchase the Goods in accordance with any quotation or offer of Matadoors which is accepted by the Buyer, or any order of the Buyer which is accepted by Matadoors, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer.
2.1 In these Conditions:-
2.1.1 “Business Day” means any day other than a Saturday, Sunday or bank holiday; and
2.1.2 “the Buyer” means the person who accepts a quotation or offer of Matadoors for the sale of the services or whose order for the services is accepted by Matadoors;
2.1.3 “the Contract” means the contract for the purchase and sale of the services under these conditions;
2.1.4 “these Conditions” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and Matadoors;
2.1.5 “the Delivery Date” means the date on which the services are to be delivered as stipulated in the Buyer's order and accepted by Matadoors;
2.1.6 “the Installation Date” means the date on which the services are to be installed (if appropriate);
2.1.7 “the services” means the goods (including any instalment of the goods or any parts for them) which Matadoors is to supply in accordance with these Conditions;
2.1.8 “month” means a calendar month;
2.1.9 “Matadoors” means Matadoors Limited, a company registered in England under No. 44687;
2.1.10 “writing” includes any communications effected by facsimile email transmission or any comparable means.
2.2 Any reference in these Conditions to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.
2.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
3. Basis of Sale
3.1 Matadoors's employees or agents are not authorised to make any representations concerning the services unless confirmed by Matadoors in writing. In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
3.2 No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and Matadoors.
3.3 Sales literature, price lists and other documents issued by Matadoors in relation to the services are subject to alteration without notice and do not constitute offers to sell the services which are capable of acceptance. An order placed by the Buyer may not be withdrawn cancelled or altered prior to acceptance or rejection by Matadoors and no contract for the sale of the services shall be binding on Matadoors unless Matadoors has issued a quotation which is expressed to be an offer to sell the services or has accepted an order placed by the Buyer by whichever is the earlier of:-
3.3.1 Matadoors's written acceptance;
3.3.2 delivery of the services; or
3.3.3 Matadoors's invoice.
3.4 Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by Matadoors shall be subject to correction without any liability on the part of Matadoors.
4. Orders and Specifications
4.1 No order submitted by the Buyer shall be deemed to be accepted by Matadoors unless and until confirmed in writing by Matadoors's authorised representative.
4.2 The specification for the services shall be those set out in Matadoors's sales documentation unless varied expressly in the Buyer's order (if accepted by Matadoors). The Services will only be supplied in the minimum units (or multiples) stated in Matadoors's price list or in multiples of the sales outer as specified. Orders received for quantities other than these will be adjusted accordingly, illustrations, photographs or descriptions whether in catalogues, brochures, price lists or other documents issued by Matadoors are intended as a guide only and shall not be binding on Matadoors.
4.3 Matadoors reserves the right to make any changes in the specification of the services which are required to conform with any applicable safety or other statutory or regulatory requirements or, where the services are to be supplied to Matadoors's specification, which do not materially affect their quality or performance.
4.4 No order which has been accepted by Matadoors may be cancelled by the Buyer except with the agreement in writing of Matadoors on the terms that the Buyer shall indemnify Matadoors in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by Matadoors as a result of cancellation.
5. Price of the Services
5.1 The price of the services shall be the price listed in Matadoors's published price list current at the date of acceptance of the Buyer's order or such other price as may be agreed in writing by Matadoors and the Buyer.
5.2 Where Matadoors has quoted a price for the services other than in accordance with Matadoors's published price list the price quoted shall be valid for 30 days only or such lesser time as Matadoors may specify.
5.3 Matadoors reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the services to reflect any increase in the cost to Matadoors which is due to any factor beyond the control of Matadoors (such as, without limitation, any foreign exchange fluctuation currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the services which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give Matadoors adequate information or instructions.
5.4 Matadoors will allow the Buyer quantity discounts subject to and in accordance with the conditions set out in Matadoors's published price list for the services current at the date of acceptance of the Buyer's Order.
5.5 Any settlement discount specified by Matadoors in the Contract will be allowed by Matadoors to the Buyer in respect of Goods for which payment is received by Matadoors on or before the due date and otherwise in accordance with the payment terms set out in these Conditions and provided that no other amounts owing by the Buyer to Matadoors are overdue and unpaid.
5.6 Except as otherwise stated under the terms of any quotation or in any price list of Matadoors, and unless otherwise agreed in writing between the Buyer and Matadoors, all prices are exclusive of Matadoors's charges for packaging and transport to the location in the United Kingdom specified in the Buyer's order.
5.7 The price is exclusive of any applicable value added tax excise, sales or taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the services, which the Buyer shall be additionally liable to pay to Matadoors.
5.8 The cost of pallets and returnable containers will be charged to the Buyer in addition to the price of the services, but full credit will be given to the Buyer provided they are returned at the Buyer's expense undamaged to Matadoors. This is not for tailor made doors.
6. Terms of Payment
6.1 In entering into the Contract the Buyer shall pay to Matadoors a deposit equal to 75% of the total contract price (including value added tax) and the remaining 25%, 5 days prior to fitting the door.
6.2 Subject to any special terms agreed in writing between the Buyer and Matadoors, Matadoors shall at its absolute discretion invoice the Buyer for:
6.2.1 such part of the price of the services as it deems appropriate (at its absolute discretion) where the services have been part delivered only; and
6.2.2 the price of the services at any time after delivery of the services, unless the services the Buyer wrongfully fails to take delivery and or installation of the services, in which event Matadoors shall be entitled to invoice the Buyer for the price at any time after Matadoors has notified the Buyer that the services are ready for collection and or installation and or (as the case may be) Matadoors has tendered delivery and or installation of the services.
6.3 The Buyer shall pay the price of the services (less any discount or credit allowed by Matadoors (in writing), but without any other deduction credit or set off) within 30 days of the date of Matadoors's invoice or otherwise in accordance with such credit term as may have been agreed in writing between the Buyer and Matadoors in respect of the Contract less any deposit previously paid by the Buyer. Payment shall be made on the due date notwithstanding that delivery and or installation may not have taken place and/or that the property in the services has not passed to the Buyer. The time of the payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
6.4 All payments shall be made to Matadoors in Pounds Sterling at its office as indicated on the form of acceptance or invoice issued by Matadoors.
6.5 Matadoors is not obliged to accept orders from any customer or buyer; if at any time Matadoors is not satisfied as to the creditworthiness of the Buyer it may give notice in writing to the Buyer that no further credit will be allowed to the Buyer in which event no further goods will be delivered to the Buyer other than against cash payment and notwithstanding Clause 6.2 of these conditions, all amounts owing by the Buyer to Matadoors shall be immediately payable in cash.
7. Delivery and Installation
7.1 Delivery of the services shall be made by Matadoors delivering the services to the place in the United Kingdom specified in the Buyer's order and/or Matadoors's acceptance as the location to which the services are to be delivered by Matadoors or, if no place of delivery is so specified, by the Buyer collecting the services at Matadoors’ premises at any time after Matadoors has notified the Buyer that the services are ready for collection.
7.2 Installation of the services shall be made by Matadoors installing the services at the place in the United Kingdom specified in the Buyer's order and/or Matadoors's acceptance as the location to which the services are to be installed by Matadoors.
7.3 The Delivery Date and or Installation Date is approximate only and time for delivery shall not be of the essence unless previously agreed by Matadoors in writing. The Goods may be delivered and or installed by Matadoors in advance of the Delivery Date or Installation Date (as appropriate) upon giving reasonable notice to the Buyer.
7.4 Where delivery and or installation of the services is to be made by Matadoors in bulk, Matadoors reserves the right to deliver up to 5 per cent less than the quantity ordered without any adjustment in the price, and the quantity so delivered shall be deemed to be the quantity ordered.
7.5 Where the services are to be delivered in instalments, each delivery shall constitute a separate contract and failure by Matadoors 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 Contract as a whole as repudiated.
7.6 If the Buyer fails to take delivery of the services or any part of them on the Delivery Date and/or fails to provide any instructions, documents, licences, consents or authorisations required to enable the services to be delivered on that date and or subsequently installed, Matadoors shall be entitled to store or arrange for the storage of the services and then notwithstanding the provision of Clause 8.1 of these Conditions risk in the services shall pass to the Buyer, delivery and or installation shall be deemed to have taken place and the Buyer shall pay to Matadoors all costs and expenses including storage and insurance charges arising from such failure.
8. Risk and Property
8.1 Risk of damage to or loss of the services shall pass to the Buyer at:-
8.1.1 in the case of Goods to be delivered at Matadoors's premises, the time when Matadoors notifies the Buyer that the services are available for collection and or installation; or
8.1.2 in the case of Goods to be delivered otherwise than at Matadoors's premises, the time of delivery and or installation or, if the Buyer wrongfully fails to take delivery of the services, the time when Matadoors has tendered delivery of the services or offered to install them (as appropriate).
8.2 Notwithstanding delivery and or installation the passing of risk in the services, or any other provision of these Conditions, the property in the services shall not pass to the Buyer until Matadoors has received in cash or cleared funds payment in full of the price of the services and all other goods agreed to be sold and or installed by Matadoors to the Buyer for which payment is then due.
8.3 Until such time as the property in the services passes to the Buyer:-
8.3.1 the Buyer shall hold the services as Matadoors's fiduciary agent and bailey, and shall keep the services separate from those of the Buyer and third parties and properly stored, protected and insured and identified as Matadoors's property;
8.3.2 the Buyer shall not be entitled to resell or use the services, unless otherwise previously agreed in writing with Matadoors, and the Buyer shall account to Matadoors for the proceeds of sale or otherwise of the services, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and in the case of tangible proceeds, properly stored, protected and insured; and
8.3.3 provided the services are still in existence and have not been resold, Matadoors shall be entitled at any time to require the Buyer to deliver up the services to Matadoors and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the services are stored and repossess the services.
8.4 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 Matadoors, but if the Buyer does so all money owing by the Buyer to Matadoors shall (without prejudice to any other right or remedy of Matadoors) forthwith become due and payable.
9. Seller's Default
9.1 If Matadoors fails to deliver the services or any of them on the Delivery Date and or Installation Date other than for reasons outside Matadoors's reasonable control or the Buyer's or its carrier's fault:-
9.1.1 if Matadoors delivers the services at any time thereafter Matadoors shall have no liability in respect of such late delivery and or installation;
9.1.2 if the Buyer gives written notice to Matadoors within fifteen business days after the Delivery Date and or Installation Date, and Matadoors fails to deliver or install (as appropriate) the services within ten business days after receiving such notice the Buyer may cancel the order and Matadoors's liability shall be limited to the excess (if any) of the cost of the Buyer (in the cheapest available market) of similar goods to those not delivered over the price of the services not delivered.
9.2 Matadoors shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in delivery or in performing, or any failure to perform, any of Matadoors obligations in relation to the services, if the delay or failure was due to any cause beyond Matadoors reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond Matadoors's reasonable control:-
9.2.1 act of God, explosion, flood, tempest, fire or accident;
9.2.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
9.2.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental. parliamentary or local authority;
9.2.4 import or export regulations or embargoes; and/or
9.2.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of Matadoors or of a third party); and/or
9.2.6 delays caused in transit, including meeting customs requirements.
10. Defective Goods
10.1 If on delivery any of the services are defective in any substantial material respect and either the Buyer lawfully refuses delivery of the defective services or, if they are signed for on delivery "condition and contents unknown" the Buyer gives written notice of such defect to Matadoors within two business days of such delivery, Matadoors shall at its option (and absolute discretion):-
10.1.1 replace the defective Goods within 78 days of receiving the Buyer's notice; or
10.1.2 refund to the Buyer the price for the services goods which are defective;
but Matadoors shall have no further liability to the Buyer in respect thereof and the Buyer may not reject the services if delivery is not refused or notice give by the Buyer as aforesaid.
10.2 If on installation the installation is defective in any substantial material respect and the Buyer gives written notice of such defect to Matadoors within two business days of such installation, Matadoors shall remedy the defective installation within 28 days of receiving the Buyer's notice but Matadoors shall have no further liability to the Buyer in respect thereof and the Buyer may not reject the services.
10.3 The services may not be returned to Matadoors without the prior agreement in writing of Matadoors. Subject thereto any of the services returned which Matadoors is satisfied were supplied subject to defects of quality or condition which would not be apparent on inspection shall either be replaced free of charge or, at Matadoors's sole discretion Matadoors shall refund or credit to the Buyer the price of such defective services but Matadoors shall have no further liability to the Buyer.
10.4 Matadoors shall be under no liability in respect of any defect arising from fair wear and tear, or any wilful damage, negligence, subjection to normal conditions, failure to follow Matadoors's instructions (whether oral or in writing), misuse or alteration of the services without Matadoors's approval, or any other act or omission on the part of the Buyer, its employees or agents or any third party.
10.5 Where Matadoors have accepted (in writing and at its sole discretion without obligation) the return of the services or part thereof otherwise than by any reason specified above Matadoors may credit to the Buyer at Matadoors's sole discretion and without any obligation on the part of Matadoors the price of the services or such part of the services so returned and may charge against that credit a handling charge of 25 per cent plus value added tax of the value of the services returned by the Buyer.
10.6 Where Matadors have accepted (in writing and at its sole discretion without obligation) the return of the services and or part thereof otherwise than by any reasons specified in clauses 10.1 to 10.4 and the services are not resaleable they will not be considered for credit and will be destroyed by Matadoors at the Buyer's expense. A handling charge of up to 25 per cent of the value of the services returned by the Buyer may be charged by Matadoors.
10.7 Subject as expressly provided in these Conditions, and except where the services are sold under a consumer sale, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
10.8 Where the services are sold under a consumer sale the statutory rights of the Buyer are not affected by these Conditions.
10.9 Except in respect of death or personal injury caused by Matadoors's negligence, or as expressly provided in these Conditions, Matadoors 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 statute, or under the express terms of the Contract, for any direct or consequential loss or damage sustained by the Buyer (including without limitation loss of profit or indirect or special loss), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of Matadoors, its servants or agents or otherwise) which arise out of or in connection with the supply of the services or their use or resale by the Buyer.
10.10 The Buyer shall be responsible to ensure that, except to the extent that instructions as to the use or sale of the services are contained in the packaging or labelling of the services, any use or sale of the services by the Buyer is in compliance with all applicable statutory handling and sale of the services by the Buyer is carried out in accordance with directions given by Matadoors or any competent governmental or regulatory authority and the Buyer will indemnify Matadoors against any liability loss or damage which Matadoors might suffer as a result of the Buyer's failure to comply with this condition.
11 Buyer's Default
11.1 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to Matadoors, Matadoors shall be entitled to:-
11.1.1 cancel the order or suspend any further deliveries to the Buyer;
11.1.2 appropriate any payment made by the Buyer to such of the services (or the goods supplied under any other contract between the Buyer and Matadoors) as Matadoors may think fit (notwithstanding any purported appropriation by the Buyer); and
11.1.3 charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of four per cent per annum above Barclays Bank Plc base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
11.2 This condition applies if:-
11.2.1 the Buyer fails to perform or observe any of its obligations hereunder or is otherwise in breach of the Contract; or
11.2.2 the Buyer becomes subject to an administration order or makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation; or
11.2.3 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
11.2.4 the Buyer ceases, or threatens to cease, to carry on business; or
11.2.5 Matadoors reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
11.3 If Condition 11.2 applies then, without prejudice to any other right or remedy available to Matadoors, Matadoors shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the services have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
12. Confidentiality, Publications and Endorsements
12.1 The Buyer undertakes to Matadoors that:-
12.1.1 the Buyer will regard as confidential the contract and all information obtained by the Buyer relating to the business and/or products of Matadoors and will not use or disclose to any third party such information without Matadoors's prior written consent provided that this undertaking shall not apply to information which is in the public domain other than by reason of the Buyer's default;
12.1.2 the Buyer will not use or authorise or permit any other person to use any name, trademark, house mark, emblem or symbol which Matadoors is licensed to use or which is owned by Matadoors upon any premises note paper visiting cards advertisement or other printed matter or in any other manner whatsoever unless such use shall have been previously authorised in writing by Matadoors and (where appropriate) its Licensor;
12.1.3 the Buyer will use all reasonable endeavours to ensure compliance with this Condition by its employees, servants and agents.
12.2 This Condition shall survive the termination of the Contract.
13.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
13.2 No waiver by Matadoors of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
13.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
13.4 The Contract shall be governed by the laws of England.