Terms & Conditions
THIS AGREEMENT is made on the Commencement Date AND IS MADE BETWEEN The Company and the Customer as defined in 1.1 below.
In this agreement the following terms and phrases shall have the following meaning unless the context requires otherwise:
(1) where the contract does not arise from a Quotation or Estimate given by the Company (i) the date of acceptance of
the Order by the Company; or (2) where the contract does arise from a Quotation or Estimate given by the Company
(i) the date upon which either written or verbal notification of acceptance of the quotation or estimate is received by the Company.
MJR Group SW whose registered office is at 20 Newton Road, Troon, Camborne, TR14 7SJ.
The person (includes a corporation, association, firm, company, partnership, Trustees of a Trust or an individual) or any person acting on behalf of and with the authority of the Customer that the Services and/or Goods are being provided for.
Any request for the provision of Goods and/or Services by the Customer from the Company which has been accepted by the Company under condition 2.2.
A price on offer for a fixed term setting out the Services and/or Goods required and how much they will cost.
A rough guess of what the Services and/or Goods would cost.
The products and/or components provided by the Company.
All Services supplied by the Company to the Customer including any advice or recommendations (and where the context so permits any supply of Goods as defined above).
Service Address The premises at which the Services are being carried out.
Value Added Tax chargeable under English law for the time being and any similar additional tax.
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
Any obligation in the Contract on a person not to do something includes, without limitation, an obligation not to agree, allow, permit or acquiesce in that thing being done.
2. Application of Conditions
These Conditions shall:
apply to and be incorporated into the Contract; and
prevail over any inconsistent terms or conditions contained, or referred to in any confirmation of order, acceptance of a Quotation or
Estimate, or implied by law, trade custom, practice or course of dealing.
If any instruction is received by the Company from the Customer for the supply of Goods and/or Services such instruction shall constitute acceptance of the Terms and Conditions contained herein. Upon acceptance, these Terms and Conditions are definitive and binding. No offer placed by the Customer shall be accepted by the Company other than by the Company providing an acknowledgment of the purchase order or by starting to provide the Services when a contract for the supply and purchase of the Services and Goods on these Conditions will be established.
These Terms and Conditions and any subsequent Terms and Conditions issued by the Company shall apply to all Orders for Goods and/or Services made by the Customer after the date and time at which these conditions are first brought to the notice of, any employee, staff member or representative of the Customer. It shall be the Customer’s responsibility to ensure that these conditions are promptly brought to the attention of any appropriate staff member of the Customer, and accordingly any order made by the Customer after the date and time described above in this clause shall be deemed to be an acceptance of these Terms and Conditions.
If you have any questions regarding the Conditions or anything in the Conditions is unclear please ask us.
3. Commencement and Duration
The Services supplied under the Contract shall be provided by the Company to the Customer from the date of acceptance by the Company of the Customer’s offer in accordance with condition 2.2
Subject to condition 12, the Services supplied under the Contract shall continue for such period as is required to provide the agreed Services.
Ownership of any materials installed by the Company at the Service Address shall not pass to the Customer until the Company has received in full (in cleared funds) all sums due to it in respect of:
the Services and Goods; and
all other sums which are or which become due to the Company from the Customer on any account.
The Customer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the materials or the Company’s equipment is where the Customer’s right to possession has terminated, to recover it.
Work will be undertaken by the Company between the hours of 8.00am and 6.00pm between Monday and Friday (excluding bank holidays). In the event that the Customer requires the Company to undertake works outside of these hours then further charges may be payable.
4. The Company’s Obligations
The Company shall use reasonable endeavours to manage or provide the Services and/or Goods to the Customer, in accordance in all material respects with the Quotation or Estimate if provided, and provide the Services and/or Goods using reasonable care and skill.
The Company shall use reasonable endeavours to meet any performance dates specified, but any such dates shall be estimates only and time shall not be of the essence for performance of the Installation.
5. The Customer’s Obligations
The Customer shall:
co-operate with the Company in all matters relating to the Services and/or Goods, accepting that although the Company will use their
reasonable endeavours to keep it to a minimum, some disruption may be caused by the Services;
provide to the Company, in a timely manner, such information as the Company may require and ensure that it is accurate in all material
advise the Company of concealed pipes, wires and cables for water, gas, electricity, telephone or other installation affecting the Service
Address and confirm the accurate location of any such pipes, wires and cables to the Company before provision of the Services and/or
be responsible (at its own cost) for preparing and maintaining the Service Address for the supply of the Services and/or Goods, including
moving any stock or obstructions that might impede provision of the Services and/or Goods, lifting or relaying carpet or tiles if necessary,
and providing free access to ceiling and /or floor void is available;
pay all Invoices by due date and monies on account as set out in the Quotation or Invoice and in accordance with clause 6 hereto;
provide the Company, its agents, subcontractors, consultants and employees, in a timely manner with access to the Service Address and
other facilities as required by the Company;
inform the Company of all health and safety rules and regulations and any other reasonable requirements that apply at the Service
ensure that any of the Customer's equipment which will be used by the Company is in good working order and suitable for the purposes for
which it will be used.
If the Company's performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, the Company shall not be liable for any costs, charges or losses sustained or incurred by the Customer arising directly or indirectly from such prevention or delay.
The Customer shall be liable to pay to the Company, on demand, all reasonable costs (including legal or otherwise), charges or losses sustained or incurred by the Company (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Customer's fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to the Company confirming such costs, charges and losses to the Customer in writing. [If the Customer is a company and does not pay the costs set out in this clause 5.3 the directors of the Customer shall be personally liable to do so].
The Customer must report any problems with the Services to the Company within 30 days of those Services being performed.
6. Charges and Payment
In consideration of the provision of the Services and/or Goods by the Company, the Customer shall pay the charges as set out in the Invoice:
the charges payable for the Services and Goods shall be calculated in accordance with the Company's hourly rates and the cost of the
required materials; and
all charges Quoted to the Customer shall be exclusive of VAT, which the Company may add to its Invoices at the appropriate rate.
The Company reserves the right to implement a surcharge for alterations to specifications of products and/or services after the order has been placed.
The Company shall invoice the Customer on completion of the Services agreed, or as outlined on the Quotation.
In the event that:
any money payable to the Company becomes overdue, or in the Company’s opinion the Customer will be
unable to meet its payments as
they fall due; or
the Customer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an
arrangement with creditors, or makes
an assignment for the benefit of its creditors; or
a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the
Customer or any asset of the
Customer; then without prejudice to the Company’s other remedies at law.
The Company shall be entitled to cancel all or any part of any order of the Customer that remains unperformed in addition to, and without prejudice to any other remedies; and all amounts owing to the Company shall, whether or not due for payment, immediately become payable.
In the event that the Services and/or Goods are aborted for any reason outside the control of the Company the Customer shall be responsible for paying the Company for all of the Services that have been completed and/or the Goods that have been supplied and/or ordered up until the time when the Services are aborted. The Company shall invoice the Customer for any unpaid Services and/or Goods as soon as reasonably possible following the matter being aborted.
The Customer shall pay each Invoice submitted to it by the Company, in full and in cleared funds, by the due date shown on the Invoice by cheque, debit or credit card, cash or by BACS or CHAPS payment to a bank account as nominated by the Company on the Invoice.
The Quotation price excludes additional costs incurred as a result of Services and/or Goods being required by the Customer which are over and above those Services and/or Goods agreed in the Quotation.
Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Company on the due date, the Company may:
charge interest on such sum from the due date for payment at the annual rate of 8% above the Bank of England base rate, accruing on a
daily basis and being Invoiced weekly, whether before or after any judgment and the Customer shall pay the interest immediately on
suspend or terminate the supply of Goods and/or Services to the Customer and any of its other obligations under the Terms and
Conditions until payment has been made in full. The Company will not be liable to the Customer for any loss or damage the Customer
suffers because the Company has exercised its rights under this clause; and
charge a £10 admin fee for each and every overdue Invoice to recover any costs incurred by the Company in recovering any overdue
Time for payment shall be of the essence of the Contract.
All sums payable to the Company under the Contract shall become due immediately on its termination, despite any other provision. This condition is without prejudice to any right to claim for interest under the law, or any such right under the Contract.
No payment shall be deemed to have been received until the Company has received cleared funds.
Any monies that remain outstanding to be paid once the date of payment has fallen due may be referred to a debt collection agency. The Company reserves the right to undertake this action without prior notice to the Customer. The Customer will be held liable for all costs associated with the collection of any outstanding monies; including but is not limited to debt collection agency costs, legal fees, Court costs and all reasonable sums incurred by the Company in the pursuance of satisfying payment.
The Customer shall not at any time set-off as against any amount payable by the Customer pursuant to this contract or any other contract between us any amount owed or allegedly owed by the Company to the Customer.
The Company may cancel these Terms and Conditions or cancel the delivery of the Goods or provision of the Services at any time before the Goods are delivered or the Services are provided by giving written notice. On giving such notice the Company shall promptly repay to the Customer any sums paid in respect of the Price for those Goods and/or Services. The Company shall not be liable for any loss or damage whatsoever to the Customer arising from such cancellation.
8. Dispute Resolution
The Company will endeavour to resolve any dispute between the Customer and itself without the need for Court proceedings. Any such attempt is without legal prejudice. If the matter cannot be resolved without intervention the matter will be referred to the appropriate authority. All costs associated with such proceedings shall be borne by the Customer.
9. Intellectual Property
Where the Company has designed, drawn or written Goods for the Customer, then the copyright of those designs, drawings and written documents shall remain vested in the Company and shall only be used by the Customer at the Company’s discretion.
The Customer warrants that all designs or instructions to the Company will not cause the Company to infringe any patent, registered design or trademark in the execution of the Customer’s order and the Customer agrees to indemnify the Company in respect of any such infringement.
The Customer agrees that the Company may use any documents, designs, drawings or products created by the Company for the purposes of advertising, marketing, or entry in to any competition.
The Company warrants that it will repair, replace, alter or make good [at our option, but free of charge except for matters specified later in this clause] any defects in the services provided and/or goods supplied and/or equipment manufactured by us which are defective or deficient in any way because of our workmanship and/or materials.
The Company must receive written notice of the claim by the Customer within three (3) months from the date the services were provided and/or goods and/or equipment were delivered.
This warranty undertaking is subject to the following conditions:
No attempt to repair the defective services and/or goods and/or equipment is to have been made by any person not authorised by the
All goods and/or equipment supplied must not have been misused;
The goods and/or equipment supplied must not have been modified in any way by the Customer, its Agent or representative or by any
person whatsoever not authorised by the Company;
The goods and/or equipment must have been adequately maintained in accordance with our maintenance and operating instructions which
are inclusive of standard good practice guidelines;
Identification or serial numbers on any defective goods and/or equipment must not have been altered, defaced or interfered with in any way
If required by us, [written notice will be given] the Customer must return to the Company, at the Customer’s own expense and risk, any
alleged faulty materials, such materials shall immediately become the property of the Company; Damage caused to goods and/or
equipment and/or to its electrical and electronic components and apparatus resulting from the incorrect use of utilities (including water,
steam and compressed air) and from over voltage or voltage surcharges are excluded from this undertaking;
Damage caused to the goods and/or equipment by corrosion (either chemical or otherwise) is excluded from this undertaking;
Damage caused to the goods and/or equipment supplied by the Customer’s faulty design or installation is excluded from this undertaking;
Damage caused to the goods and/or equipment supplied by the Customer, in whatever form taken, is excluded from this undertaking.
If the Company elects to repair or replace any defective goods, such work shall be undertaken at such place as the Company may reasonably specify and the Customer shall be responsible at its cost and risk for shipment of the defective goods to the place specified. The undertakings given in clause 9 shall apply, under the same terms and conditions as those originally applicable, to any of the services, goods or equipment [or part thereof] that have been repaired, replaced, altered or made good under the clause but only to the extent of the unexpired portion of the undertaking specified under the warranty clause.
11. Limitation of Liability
This condition 11 sets out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents, consultants, and subcontractors) to the Customer in respect of:
any breach of the Contract;
any use made by the Customer of the Services and/or Goods or any part of it; and
any representation, statement or wrongful act or omission (including negligence) arising under or in connection with the Contract.
The Consumer Rights Act 2015 and other statutes may imply warranties, consumer guarantees or conditions or impose obligations upon the Company which cannot by law (or which can only to a limited extent by law) be excluded or modified. In respect of any such implied warranties, consumer guarantees, conditions or terms imposed on the Company, the Company’s liability shall, where it is allowed, be excluded or if not able to be excluded be limited to the minimum extent as required by the relevant statute.
Nothing in these Conditions limits or excludes the liability of the Company:
for death or personal injury resulting from negligence; or
for any damage or liability incurred by the Customer as a result of fraud or fraudulent misrepresentation by the Company; or
for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability.
Subject to condition 11.2 and condition 11.3
the Company shall not be liable for:
loss of profits; or
loss of business; or
depletion of goodwill and/or similar losses; or
loss of anticipated savings; or
loss of contract
to the Customer.
the Company's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise
arising in connection with the performance, or contemplated performance, of the Contract shall be limited to the price paid for the provision
of the Services.
Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Contract without liability to the other on giving the other not less than 1 months written notice or immediately on giving notice to the other if:
the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 7 days
after being notified in writing to make such payment; or
the other party commits a breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within
30 days of that party being notified in writing of the breach; or
the other party shall convene a meeting of its creditors or if a proposal shall be made for a voluntary arrangement within Part I of the
Insolvency Act 1986 or a proposal for any other composition scheme or arrangement with (or assignment for the benefit of) its creditor or if
the other shall be unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or if a trustee receiver administrative
receiver or similar officer is appointed in respect of all or any part of the business or assets of the other party or if a petition is presented or
a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the other party or for the
making of an administration order (otherwise than for the purpose of an amalgamation or reconstruction).
On termination of the Contract for any reason the Customer shall immediately pay to the Company all of the Company's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Company may submit an invoice, which shall be payable immediately on receipt.
13. Force Majeure
The Company shall have no liability to the Customer under the Contract if it is prevented from, or delayed in performing, its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes (whether involving the workforce of the Company or any other party), failure of a utility service or transport network, 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 Company’s subcontractors.
No variation of the Contract or these Conditions or of any of the documents referred to in them shall be valid unless it is in writing and signed by or on behalf of each of the parties.
A waiver of any right under the Contract is only effective if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy.
Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
If any provision of the Contract (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Contract, and the validity and enforceability of the other provisions of the Contract shall not be affected.
17. Entire Agreement
Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
Each party acknowledges that, in entering into the Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) (other than for breach of contract).
Nothing in this condition shall limit or exclude any liability for fraud.
Any notice or other communication required to be given under the Contract shall be in writing and shall be emailed, delivered personally, or sent by pre-paid first-class post, recorded delivery to the other party and for the attention of the person specified in the Quotation or as otherwise specified by the relevant party by notice in writing to the other party.
Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to in the Quotation or as otherwise specified or, if emailed, sent by pre-paid first-class post or recorded delivery, on the second business Day after posting/emailing.
19. Governing Law & Jurisdiction
The Contract, and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the law of England and Wales and the parties irrevocably agree to submit to the exclusive jurisdiction of the courts of England and Wales.
All Customers and potential Customers agree that when emailing the Company, either directly or indirectly, your email may be added to our database for future emailing campaigns and offers.
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