Michell Instruments takes your privacy
seriously. To ensure your privacy is protected we provide this notice
explaining our practices in collecting and using your data.
Standard Terms And Conditions Of Web
Standard Terms And Conditions Of Sale
Standard Terms And Conditions Of Purchase
Standard Terms And Conditions Of Web
We are committed to protecting your privacy. We will only use the information that we collect about you lawfully (in accordance with the Data Protection Act 1998).
We collect information about you in order to provide you with the best posible service and to tell you about new products and servcies from Michell.
We will give you the chance to refuse any marketing email from us or from another trader in the future.
The type of information we will collect about you includes:
We will never collect sensitive information about you without your explicit consent.
- your name
- phone number
- email address
The information we hold will be accurate and up to date. You can check the information that we hold about you by emailing us. If you find any inaccuracies we will delete or correct it promptly.
The personal information which we hold will be held securely in accordance with our internal security policy and the law.
If we intend to transfer your information outside the EEA (European Economic Area) we will always obtain your consent first.
If you have any questions/comments about privacy, you should email us
Standard Terms And Conditions Of Sale
In this document the following words shall have the following meanings:
1.1 "Agreement" means these Terms and Conditions together with the terms of any applicable Specification Document;
1.2 "Customer" means the organisation or person who purchases goods and services from the Supplier;
1.3 "Intellectual Property Rights" means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;
1.4 "Specification Document" means a statement of work, quotation or other similar document describing the goods and services to be provided by the Supplier;
1.5 "Supplier" means Michell Instruments Limited of 48 Lancaster Way Business Park, Ely, Cambridgeshire, CB6 3NW United Kingdom.
2.1 These Terms and Conditions shall apply to all contracts for the supply of goods and services by the Supplier to the Customer.
2.2 Before the commencement of the services the Supplier shall submit to the Customer a Specification Document which shall specify the goods and services to be supplied and the price payable. The Customer shall notify the Supplier immediately if the Customer does not agree with the contents of the Specification Document. All Specification Documents shall be subject to these Terms and Conditions.
2.3 The Supplier shall use all reasonable endeavours to complete the services within estimated time frames but time shall not be of the essence in the performance of any services.
3 PRICE AND PAYMENT
3.1 The price for the supply of goods and services are as set out in the Specification Document. The Supplier shall invoice the Customer and reserves the right to charge for reasonable out-of-pocket expenses incurred in providing those services.
3.2 Invoiced amounts shall be due and payable within 30 days of receipt of invoice unless otherwise agreed. The Supplier shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 2.00% per annum above the base rate of the Bank of England. In the event that the Customer’s procedures require that an invoice be submitted against a purchase order to payment, the Customer shall be responsible for issuing such purchase order before the goods and services are supplied.
4 SPECIFICATION OF THE GOODS
All goods shall be required only to conform to the specification in the Specification Document. For the avoidance of doubt no description, specification or illustration contained in any product pamphlet or other sales or marketing literature of the Supplier and no representation written or oral, correspondence or statement shall form part of the contract.
5.1 The date of delivery specified by the Supplier is an estimate only. Time for delivery shall not be of the essence of the contract and the Supplier shall not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the goods.
5.2 All risk in the goods shall pass to the Customer upon delivery.
Title in the Goods shall not pass to the Customer until the Supplier has been paid in full for the Goods.
7 CUSTOMER`S OBLIGATIONS
7.1 To enable the Supplier to perform its obligations under this Agreement the Customer shall:
7.1.1 co-operate with the Supplier;
7.1.2 provide the Supplier with any information reasonably required by the Supplier;
7.1.3 obtain all necessary permissions and consents which may be required before the commencement of the services; and
7.1.4 comply with such other requirements as may be set out in the Specification Document or otherwise agreed between the parties.
7.2 The Customer shall be liable to compensate the Supplier for any expenses incurred by the Supplier as a result of the Customer’s failure to comply with Clause 7.1.
7.3 Without prejudice to any other rights to which the Supplier may be entitled, in the event that the Customer unlawfully terminates or cancels the goods and services agreed to in the Specification Document, the Customer shall be required to pay to the Supplier as agreed damages and not as a penalty the full amount of any third party costs to which the Supplier has committed and in respect of cancellations on less than five working days’ written notice the full amount of the goods and services contracted for as set out in the Specification Document, and the Customer agrees this is a genuine pre-estimate of the Supplier’s losses in such a case. For the avoidance of doubt, the Customer’s failure to comply with any obligations under Clause 7.1 shall be deemed to be a cancellation of the goods and services and subject to the payment of the damages set out in this Clause.
7.4 In the event that the Customer or any third party, not being a sub-contractor of the Supplier, shall omit or commit anything which prevents or delays the Supplier from undertaking or complying with any of its obligations under this Agreement, then the Supplier shall notify the Customer as soon as possible and:
7.4.1 the Supplier shall have no liability in respect of any delay to the completion of any project;
7.4.2 if applicable, the timetable for the project will be modified accordingly;
7.4.3 the Supplier shall notify the Customer at the same time if it intends to make any claim for additional costs.
8 ALTERATIONS TO THE SPECIFICATION DOCUMENT
8.1 The parties may at any time mutually agree upon and execute new Specification Documents. Any alterations in the scope of goods and/or services to be provided under this Agreement shall be set out in the Specification Document, which shall reflect the changed goods and/or services and price and any other terms agreed between the parties.
8.2 The Customer may at any time request alterations to the Specification Document by notice in writing to the Supplier. On receipt of the request for alterations the Supplier shall, within 5 working days or such other period as may be agreed between the parties, advise the Customer by notice in writing of the effect of such alterations, if any, on the price and any other terms already agreed between the parties.
8.3 Where the Supplier gives written notice to the Customer agreeing to perform any alterations on terms different to those already agreed between the parties, the Customer shall, within 5 working days of receipt of such notice or such other period as may be agreed between the parties, advise the Supplier by notice in writing whether or not it wishes the alterations to proceed.
8.4 Where the Supplier gives written notice to the Customer agreeing to perform alterations on terms different to those already agreed between the parties, and the Customer confirms in writing that it wishes the alterations to proceed on those terms, the Specification Document shall be amended to reflect such alterations and thereafter the Supplier shall perform this Agreement upon the basis of such amended terms.
9.1 Unless otherwise agreed, the Supplier warrants that as from the date of delivery for a period of 12 months the goods and all their component parts, where applicable, are free from any defects in design, workmanship, construction or materials.
9.2 The Supplier warrants that the services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.
9.3 Except as expressly stated in this Agreement, all warranties whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the goods and services to be provided by the Supplier.
9.4 All warranty services are provided on a return to base basis. Any transportation costs for the return of a warranty claim shall reside with the Customer.
The Customer shall indemnify the Supplier against all claims, costs and expenses which the Supplier may incur and which arise, directly or indirectly, from the Customer’s breach of any of its obligations under this Agreement, including any claims brought against the Supplier alleging that any goods and/or services provided by the Supplier in accordance with the Specification Document infringes a patent, copyright or trade secret or other similar right of a third party.
11 LIMITATION OF LIABILITY
11.1 Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of the Supplier to the Customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the price paid by the Customer to which the claim relates.
11.2 In no event shall the Supplier be liable to the Customer for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or the Supplier had been made aware of the possibility of the Customer incurring such a loss.
11.3 Nothing in these Terms and Conditions shall exclude or limit the Supplier’s liability for death or personal injury resulting from the Supplier’s negligence or that of its employees, agents or sub-contractors.
Either party may terminate this Agreement forthwith by notice in writing to the other if:
12.1 the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to do so;
12.2 the other party commits a material breach of this Agreement which cannot be remedied under any circumstances;
12.3 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;
12.4 the other party ceases to carry on its business or substantially the whole of its business; or
12.5 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
13 INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Supplier, and the Customer shall do all that is reasonably necessary to ensure that such rights vest in the Supplier by the execution of appropriate instruments or the making of agreements with third parties.
14 FORCE MAJEURE
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.
15 INDEPENDENT CONTRACTORS
The Supplier and the Customer are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. The Supplier may, in addition to its own employees, engage sub-contractors to provide all or part of the services being provided to the Customer and such engagement shall not relieve the Supplier of its obligations under this Agreement or any applicable Specification Document.
The Customer shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the Supplier.
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.
The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
19 NOTICES Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Specification Document or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.
20 ENTIRE AGREEMENT
This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.
21 NO THIRD PARTIES
Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.
22 GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.
Standard Terms And Conditions Of Purchase
The acceptance of this purchase order incorporates the acceptance of the following terms and conditions. These terms and conditions govern the contract between Michell Instruments Limited "MIL" and the addressee on the purchase order "the Supplier" . No other conditions whether imposed prior to or after the date of this purchase order shall have any effect unless MIL expressly agrees in writing that they are to do so.
2 LIMITS OF CONTRACT
This purchase order is only for the supply of goods or services stated within it. Over-delivery or under-delivery is not acceptable without the written agreement of MIL. Variation or alteration of prices on this purchase order are not acceptable unless otherwise agreed by MIL in writing.
- The items set out in the purchase order "the goods" (which expression includes all equipment and services) must be delivered by the Supplier
- in the numbers and quantities
- to the delivery address
- and not later than the date(s) set out in the purchase order
- The time of delivery of the goods shall be of the essence and failure to deliver at the time specified in the purchase order shall entitle MIL (at its opinion) to be released from any obligation to accept and pay for the goods and/or to cancel all or such part as it shall think fit of the goods, in either case without prejudice to the other rights and remedies of MIL.
- All packaging or packing cases shall be fit for the purpose intended and are to be supplied free and will not be returned unless return carriage is prepaid by the Supplier. A Packing Note must be included with all goods delivered and an Advice of Despatch Note sent to MIL the day that the goods are despatched.
- MIL will advise the Supplier and the carrier (if any) in writing of any loss or damage to or non-delivery of all or any goods specified on the purchase order. The supplier shall immediately made good free of charge to MIL and loss of or damage to or defect in the goods where such written notification is given.
All goods and equipment, whether supplied to MIL or used in connection with the provision of a service supplied to MIL must be entirely safe when in use and properly operated. The goods and components must conform to all the relevant British Standard Specifications.
All goods shall be received subject to inspection by MIL. In the case that any goods are found to be defective or otherwise not in conformity with the requirements of the order; MIL shall have the right to reject the goods or require that the goods be corrected or replaced promptly at the expense of the Supplier. If MIL reject the goods and the supplier fails to proceed promptly with the replacement or correction thereof, MIL either may terminate the order for default or may replace or correct the goods and in either event may charge the Supplier and the cost for damages occasioned thereby. Payment for goods on the order prior to inspection shall not constitute an acceptance of the goods.
6 INSPECTION AT SOURCE
MIL reserve the right to inspect the goods at the premises of the Supplier; and in such cases the Supplier shall, without cost, provide all reasonable facilities and assistance for safety and convenience of such inspections. At the time of inspection, the Supplier shall make available to the inspectors copies of all drawings, specifications and any other relevant information pertaining to the goods ordered. Such inspection shall be deemed as preliminary only, and all goods shall be subject to final inspection upon delivery to MIL.
7 FREE ISSUE MATERIALS
Where MIL, for the purpose of the purchase order, issue materials free of charge to the Supplier, such materials shall be and remain the property of MIL. The Supplier shall store, maintain and identify in good order and condition all such materials. The Supplier shall use such materials solely in the connection with the purchase order. Any surplus material shall be disposed of at the discretion of MIL and waste of such materials arising from bad workmanship or negligence of the Supplier shall be made good at the expense of the Supplier.
8 TERMS OF PAYMENT
Unless otherwise stated in the order, payment will be made by the end of the second month following the month of invoice. A monthly Statement of Account embodying all invoices for completed orders during the month must be sent to MIL after the end of each month.
9 SECRECY AND PATENTS
All drawings, descriptions and other information submitted by MIL for the purposes of the order shall remain the property of MIL, together with the Copyright (if any) therein, and shall be regarded by the Supplier as secret and confidential. The aforesaid shall not, without the written permission of MIL, be published or disclosed to any third party or made use of by the Supplier except for the purpose of implementing the order, and all relevant documentation and information shall be returned to MIL at the completion of the order.
The Supplier shall be liable for, and indemnify MIL from and against, any claim for loss or injury suffered by any person, firm or company to his person, his or its property, or the person or property of any of its employees or visitors by reason of any defect in the goods comprised in the order or by reason of any negligence by the Supplier or the Supplier's sub-contractor(s).
The Supplier shall warrant that all goods supplied under this order are fit and sufficient for the purpose for which they are intended, that they are of merchantable quality and free from defects. In addition to our rights and remedies implied by common law and statute law, the Supplier shall further warrant to repair or replace any goods supplied which are or become defective where such defects occur under proper usage and are due to faulty design, inadequate or faulty materials or workmanship, or any other breach of the Suppliers warranties, either expressed or implied.
12 MIL CONDITIONS
- Failure to reply to correspondence pertaining to any aspect of the purchase order in a reasonable time may not only result in the cancellation of the order, but may also lead to the Supplier being removed from MIL Approved Supplier List.
- MIL will only purchase goods on the terms of these Conditions. Where there is difference or conflict between these Conditions and any Conditions which the Supplier seeks to impose, the MIL Conditions shall prevail.
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