These are the terms and conditions on which we supply goods and services to you
You should read these terms and conditions carefully before you submit your Order to us.
We are Midland Brassware LTD a company registered in England and Wales with company number 10619653
You can contact us by emailing to Info@opusartis.co.uk
If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your Order
1.1 Definitions. In these Conditions, the following definitions apply:
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Commencement Date: has the meaning set out in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 13.6.
Contract: the contract between us for the supply of Goods and/or Services in accordance with these Conditions.
Customised Goods: the goods customised to your specification (or any part of them) set out in the Order Confirmation and where appropriate as detailed in the Goods Specification.
Deliverables: the deliverables set out in the Order Confirmation.
Delivery Location: has the meaning set out in clause 4.2.
Deposit: the non-refundable, except as set out in these Conditions, deposit which shall be at least 50% of the price of the Goods unless stated otherwise in the Order Confirmation.
Goods: the Standard Goods and the Customised Goods (or any part of them) set out in the Order Confirmation.
Goods Specification: any specification for the Customised Goods referenced to in the Order Confirmation.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Order: your written acceptance to our quotation, including an acknowledgement that the Order implies an obligation to pay or payment of quotation.
Order Confirmation: our written acceptance to the Order.
Re-Stocking Charge: the re-stocking charge for Goods which shall be: for clause 4.8(a) 80% of the price of the Goods, unless stated otherwise in the Order Confirmation.
Services: the services, including the Deliverables, supplied by us to you as set out in the Order Confirmation.
Goods: the standard set out in the Order Confirmation.
You: the person who purchases the Goods and/or Services from us.
(a) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
(b) a reference to writing or written includes e-mails.
- Basis of contract
2.1 The Order is an offer by you to purchase Goods and/or Services in accordance with these Conditions and implies an obligation to pay for the Goods and Services.
2.2 Our acceptance of your Order will only take place when we issue an Order Confirmation and, if a Deposit is payable, we receive the Deposit at which point and on which date the Contract shall come into existence (Commencement Date). Our written acceptance will include our order number. It will help us if you can tell us the order number whenever you contact us about this Contract.
2.3 We intend to rely on these terms and your Order. If you require any changes, please make sure you ask for them to be put in writing. This can help avoid any problems about what you expect from us and what we expect from you.
2.4 Any samples, drawings, descriptive matter or advertising we issue and any descriptions of the Goods or illustrations or descriptions of the Services contained in our catalogues or brochures or on our website are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.
2.5 Any quotation we give is not an offer to supply the Goods and/or Services, and is only valid for a period of 60 Business Days from its date of issue.
2.6 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.
3.1 The Goods are described in our catalogue or on our website or, in relation to Customised Goods in the Goods Specification or Order Confirmation.
3.2 We may amend the specification of the Goods or the Goods Specification if required by any applicable statutory or regulatory requirements.
3.3 The goods shall be within a 10mm dimensional tolerance, unless otherwise specified.
(a) There may be a variance with our own finishes which we / goods cannot be held responsible for.
(b) Any finishes to match other manufacturer or brand finishes will be taken no responsibility of, and will only comply with what we decide is within the finishes tolerance and acceptability, and accepted as correct and to conform with the order confirmation if the finish is approved and decided it is within a reasonable tolerance by us.
(c) Our finishes are named by us, and may not match other manufacturer finishes with the same name. Every finish will have a tolerance, which will be correct if approved and decided it is within a reasonable tolerance by us.
- Delivery or Collection of Goods
4.1 The cost of delivery will be as set out in the Order Confirmation.
4.2 If the Goods are being delivered by us, we will let you know when we will provide the Goods to you. Provided you have paid the price we will deliver the Goods: to the location set out in the Order Confirmation or such other location as we may agree (Delivery Location); on the date notified to you.
4.3 If the Goods are being collected by you (or someone nominated by you), you (or your nominated person) shall collect the Goods from location we advise before delivery (Delivery Location) within ten (10) Business Days of the date on which we notify you that the Goods are ready.
4.4 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location. You must inspect the Goods within three (3) days of delivery to check that (1) the Goods conform to the Contract; and (2) the quantity of the Goods conforms to the Contract. You must tell us within three (3) days of delivery if the Goods do not conform to the Contract in any way.
4.5 We are not responsible for delays outside our control. If our delivery of the Goods is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event. We will not be liable for any delay in delivery of the Goods that is caused by your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.6 You shall accept or take delivery of the Goods at the Delivery Location on the date set out in the Contract and if you have not already done so shall pay the delivery charge set out in the Order Confirmation or any delivery charge we shall agree between us. You shall pay our additional costs caused by your failure to provide us with adequate or accurate delivery instructions or from a failure to accept or take delivery of the Goods in accordance with this clause
4.7 If you fail to accept or take delivery of the Goods as agreed then except where such failure or delay is caused by an event outside of your control or by our failure to comply with our obligations under the Contract in respect of the Goods we shall store the Goods until delivery takes place, and shall charge you for all related costs and expenses (including insurance).
(a) within thirty (30) days of delivery or the date of the Order Confirmation (whichever is soonest) you notify us that the Goods are not required and you agree to return the Goods to our place of business at your cost, we may (if we decide) and provided that the Goods are received by us intact, unused and in the original unopened packaging agree to accept the Goods and resell or otherwise dispose of part or all of the Goods and shall repay or charge (as the case may be) an amount equal to the Deposit and price paid less the Re-Stocking Charge and the delivery charge;
4.9 For the avoidance of doubt orders for Customised Goods cannot be cancelled or returned.
4.10 We may deliver the Goods by installments, which shall be invoiced and paid for separately. Each installment shall constitute a separate contract. Any delay in delivery or defect in an installment shall not entitle you to cancel any other installment.
4.11 You are responsible for obtaining, at your own cost, such import licenses, export licenses and other consents in relation to the Goods as are required from time to time and, if required by us, you shall make those licenses and consents available to us prior to the relevant shipment.
- Quality of Goods
5.1 We warrant that on delivery, and for a period of six (6) months from the date of delivery (warranty period), the Goods shall:
(a) conform in all material respects with their description and any applicable Goods Specification; and
(b) be free from material defects in design, material and workmanship.
5.2 Subject to clause 5.3, if:
(a) you tell us in writing during the warranty period 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; and
(b) we are given a reasonable opportunity of examining such Goods; and
(c) you (if required by us) returns such Goods to our place of business at our cost, we shall, repair or replace the defective Goods, or refund the price of the defective Goods in full.
5.3 We shall not be liable for the Goods’ failure to comply with the warranty in clause 5.1 if: (a) you make any further use of such Goods after giving a notice in accordance with clause 5.2;
(b) the defect arises because you fail to follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
(c) the defect arises as a result of our following any drawing, design or Goods Specification supplied by you;
(d) you alters or repair such Goods without the our written consent;
(e) the defect arises as a result of fair wear and tear, a requirement to replace a standard maintenance part that is replaceable or exchangeable, wilful damage, negligence, or abnormal working conditions;
the Goods differ from their description in the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
5.4 Except as provided in this clause 5, we shall have no liability to you in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.
5.5 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by us under clause 5.2.
- When you become responsible for and own the Goods
6.1 The Goods will be your responsibility from the time of delivery.
You own the Goods once we have received payment in full.
- Supply of Services
7.1 We will provide the Services to you in accordance with the Order Confirmation.
7.2 We will use all reasonable endeavours to meet any dates for the Services specified in the Order Confirmation, but any such dates shall be estimates only and we will not be responsible for any costs or losses suffered by you if these dates are missed.
7.3 We may make changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and we may notify you in any such event.
7.4 We will provide the Services using reasonable care and skill.
7.5 Payment represents all the goods specification set out on sales orders are correct, accurate and complete.
- Your obligations
8.1 You shall: (a) ensure that the terms of the Order and, if submitted by you, the Goods Specification are complete and accurate;
(b) ensure that the Goods set out on the Order Confirmation are correctly listed including product finishes, and in relation to Customised Goods check the Goods Specification is accurate including in relation to dimensions and special finishes;
(c) co-operate with us in all matters relating to the Services;
(d) provide us, our employees, agents, consultants and subcontractors, with access to the Delivery Location as reasonably required by us to provide the Services; and
(e) provide us with such information and materials as we may reasonably require to supply the Services, and ensure that such information is accurate in all material respects.
Charges and payment
9.1 The price for the Goods (which excludes VAT) shall be the price set out in the Order Confirmation. The price of the Goods is exclusive of delivery costs which are detailed on the Order Confirmation and shall be paid by you when you pay for the Goods.
9.2 The charges for Services shall be as set out in the Order Confirmation.
9.3 Unless we both agree otherwise in writing: (a) in respect of Goods, we will issue:
(i) a request for payment (pro-forma invoice) for the Deposit on Order Confirmation;
(ii) a pro-forma invoice for the balance of the price prior to delivery; and
(iii) if requested by you, an invoice after delivery or collection of the Goods;
(b) in respect of Services, we will issue a pro-forma invoice prior to carrying out the Service and if required by you an invoice on completion of the Service; and
(c) in respect of the Re-Stocking Charge, we will invoice you when we agree under clause 4.7.
For the avoidance of doubt, the deposit shall:
(d) in respect of Goods, be a part-payment or full payment (as decided by us) of the price so it will be refundable as set out in this Contract; and
(e) in respect of Customised Goods, be a non-refundable deposit to secure the completion of the purchase by you.
9.4 You will pay each pro-forma invoice and unpaid invoice: (f) immediately;
(g) in pounds sterling unless agreed otherwise. If we agree that payment can be made in a currency other than pounds sterling you shall always pay a currency amount equivalent to the pounds sterling amount;
(h) in full and in cleared funds to a bank account nominated in writing by us, and time for payment is important.
9.5 We will not deliver the Goods or make the Goods available for collection unless and until we receive the price of the Goods in full and in cleared funds.
9.6 If you fail to pay for the Goods in full and in cleared funds within thirty (30) days of receiving a notice that the Goods are ready for delivery or collection (as the case may be) we may (if we decide) terminate the Contract. Without affecting our other rights following termination we may charge and you shall pay the Re-Stocking Charge in accordance with clause 4.8.
We will pass on changes in the rate of VAT. If the rate of VAT changes between your order date and the date we supply the Goods, we will adjust the rate of VAT that you pay, unless you have already paid for the Goods (including delivery costs) in full before the change in the rate of VAT takes effect.
- Intellectual property rights
10.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by us.
- Our responsibility for loss or damage suffered by you:
11.1 We are not responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are not responsible for loss or damage you suffer that is a foreseeable or non-foreseeable result of our breaking this Contract or our failing to use reasonable care and skill.
11.2 When we are liable for damage to your property. If we are providing services in your property, we will make good any damage to your property caused by us while doing so. However, we are not responsible for the cost of repairing any pre-existing faults or damage to your property that we discover while providing the services.
11.3 We are not liable for business losses. If you use the Goods for any commercial, business or re-sale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
11.4 Our responsibility if we fail to provide the Service with reasonable skill and care is limited. If we fail to provide the Service with reasonable skill and care our liability to you will be limited to the Contract price.
11.5 This clause 11 shall continue even when the Contract has ended.
- Events outside our control
12.1 We will take reasonable steps to prevent or minimise delay caused by an event outside our reasonable control.
12.2 Provided we have complied with clause 12.1 we will not be liable to you as a result of any delay or failure to perform our obligations under this Contract as a result of an event which is outside of our control.
12.3 If the event outside of our control prevents us from providing any of the Services and/or Goods for more than twelve (6) weeks, either of us we will, without affecting our other rights or remedies, have the right to terminate this Contract immediately by giving written notice.
13.1 Transferring this agreement or rights to someone else.
(a) We may transfer our rights and obligations under these terms to another organisation.
(b) You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
(a) All notices or other communications shall be given in writing and addressed to that party at its registered office (if it is a company) the address provided, and shall be delivered personally or sent by prepaid first-class post or other next working day delivery service, or by commercial courier, fax or e-mail.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 13.2(a); 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; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by e-mail, one Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
13.3 If the court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
13.4 How we will use your personal information. We will use the personal information you provide to us:
(a) to supply the Goods and Services to you;
(b) to process your payment for the Goods and Services; and
(c) if you agree to this during the order process, to inform you about similar products that we provide, but you may stop receiving these communications at any time by contacting us.
13.5 Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of its terms.
13.6 Changes to the terms of the Contract. Unless this Contract says otherwise, the terms of this Contract can be changed only if we both agree in writing.
13.7 Which laws apply to this Contract and where you may bring legal proceedings. These terms are governed by English law and you can bring legal proceedings in respect of the Goods and Services in the English courts.
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