Terms & Conditions
TMSi Ltd TERMS & CONDITIONS
In these Conditions the following words shall have the following meanings.
"Acknowledgement" means a written acknowledgement confirming that we are able to process Your Order.
"Buyer" means the purchaser of the Goods and/or Services referred to in these Conditions as "You" or "Your".
"Conditions" means the standard terms and conditions of sale set out in this document.
"Contract" means a legally binding contract made in accordance with Clause 3 of these Conditions.
"Goods" means the goods described in the Order.
"Order" means an order placed by You for the purchase of Goods and/or Services.
"Party" means a party to the Contract.
"Price" means the price of the Goods and/or Services in any Order accepted by Us in accordance with Clause 3.3.
"Seller" means referred to in these Conditions as "We", "Our" or "Us".
"Services" means the services described in the Order.
"Site" means Our website found at http://www.tmsi.uk.com
"Working Day" means any day (other than a Saturday and Sunday) on which the London clearing banks are open for business.
1.1 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.2 The headings in these Conditions are for convenience only and shall not affect their interpretation.
1.3 Where the context dictates in these Conditions, the singular shall include the plural and vice versa and any gender includes the other gender.
1.4 Any reference to a Clause shall mean a clause of these Conditions.
1.5 Any reference to bank holidays includes any regional holidays within either the area from which supply or delivery is being made.
2 REGISTRATION AND ACCEPTANCE OF OUR CONDITIONS
2.2 If You register with Us via our Site, You will be deemed to accept these Conditions and You may copy these Conditions and store them for Your future reference. Please read the provisions set out below carefully before submitting an Order.
2.3 When You register You may create a customer I.D. We will issue You with a password and confirm the customer I.D. that You have selected, or if You choose a customer I.D. that is in use or inappropriate, You will be asked to choose another customer ID. You must at all times keep your password and customer I.D. confidential.
2.4 To maintain the security of Your customer account, at the point of registration you must provide us with the name and contact details (business telephone number, business address and business email address) for a main point of contact within Your organisation with whom We can make contact to discuss the account. In the event that You wish to add any additional new users to Your account, the details of such new users must be submitted to Us via the registered business email address of Your registered main point of contact to allow Us to validate the authenticity of any new users. Once We have received a valid request for the addition of a new user submitted in accordance with this Clause, We shall use reasonable endeavours to activate such new user on Your account within  Working Days of receipt and provide them with access details.
2.5 In the event that a registered user is to leave the employment of Your organisation or You no longer wish such user to have access to Your account, then You should provide us with at least 72 hours’ prior written notice of the user whose access you wish to delete, submitted from the business email address of the registered main point of contact. If this is not possible, then You should provide Us with such notice as soon as reasonably practicable. Upon receipt of such notification, We shall delete that user’s access details to Your account within a reasonable time thereafter. If the notification is sent on any day other than a Working Day, then the notification shall not be deemed to be received by Us until the next Working Day.
2.6 You must notify Us immediately of any unauthorised use of Your customer account, I.D. or password, or of any breach of security known to You. We can require You to change Your customer ID and/or password for security reasons. If You wish to change Your customer ID and/or password You may contact Us and do so.
2.7 You agree that You are responsible for all activities which occur under Your customer I.D. and password and that You are responsible for any activities undertaken on Your account by any users which You authorise access for, save where such activities occur as a direct result of Our negligence.
3 PLACING AN ORDER AND CANCELLATION
3.1 The goods displayed on the Site, in Our catalogues, advertisements and other materials and information about the goods, the services and the prices on the Site or elsewhere are an invitation for You to offer to buy and are not an offer by Us to sell which is capable of acceptance by you.
3.2 You may place an Order with Us by contacting Us by telephone, completing an order form and posting or faxing it back to Us or when you click the "Complete Order" button after completing Our on-line order form. Each Order will constitute an offer by You to purchase the Goods and/or Services subject to these Conditions.
3.3 Each of Your Orders shall be deemed accepted by Us if We issue an Acknowledgement to You, deliver Goods to You or commence performance of any Services or We do not contact You within three days of receiving Your Order to advise You that We are unable to accept it (whichever of the foregoing happens first). Acceptance in accordance with this Clause will create a binding Contract, subject to these Conditions. Please note that We will only issue an Acknowledgement where You have requested that We do so or where. We agree to supply Goods that are tailored to Your specifications.
3.4 Acceptance of Your Order is not a guarantee by Us of the availability of the Goods and all acceptances and/or acknowledgements are conditional on availability of the Goods and the availability of resources to perform the Services.
3.5 If You are an individual purchasing as a consumer (as defined by the Distance Selling Regulations 2000) You must be over eighteen (18) years of age and have completed Our registration process before You can purchase Goods and/or Services from us.
3.6 Without prejudice to Our general right to refuse to accept any Order, We specifically reserve the right to refuse to accept any of Your Orders if We believe for any reason that in supplying any Goods to You We would be committing an offence under any law. We reserve the right to use any legal method to verify Your age (or the age of any person placing the Order on Your behalf if You are not a natural person) and to request additional information from You for that purpose. If We are unable to verify Your age where We are required to by law We will cancel Your Order. We reserve the right to require that any Goods are signed for by an adult aged eighteen (18) years of age or over on delivery. You consent (or if You are not a natural person, the person placing the Order on Your behalf consents) to Us obtaining, storing, using and sharing with third parties personal information provided or obtained for the purpose of age verification.
3.7 If the Goods which You have ordered are not available or We are unable to perform the Services you have requested, We shall inform You of this as soon as possible but in any event within thirty (30) days from when You placed Your Order.
3.8 If You receive confirmation of an Order which You did not place, or if the details in the Acknowledgement do not match the Order which You placed or intended to place, You must contact Our customer services department to cancel the Order or correct the details prior to delivery of the Order.
3.9 These Conditions are the only conditions upon which We are prepared to deal with You and shall apply to the exclusion of all others (except those which by law, We cannot exclude). Any standard form documents You issue to Us which purport to apply any standard terms and conditions of Yours are accepted by Us for convenience only and shall not affect the application of this Clause (regardless of when or how those documents are sent to us).
3.10 If You place an Order for Goods for which We are required to tailor the Goods to Your specifications, or the quantity of Goods is such that We are required to place a specific order with Our suppliers, We will ask for payment of the Price in full in advance.
3.11 Orders received by Us on a day other than a Working Day are deemed to have been received by us on the following Working Day.
4 BASIS OF SALE
4.1 These Conditions shall apply to the Contract to the exclusion of any other terms and conditions on which any quotation has been given to You, or upon which the Order may be placed by you.
4.2 Subject to Clause 5.1 of these Conditions, no variation of the Contract shall be binding unless agreed in writing by one of Our authorised representatives and/or confirmed by Us in the Acknowledgement.
4.3 Our employees and agents are not authorised to make any representations concerning the Goods and/or Services unless confirmed by Us in writing. In entering into the Contract You acknowledge that You do not rely on any such representations which are not confirmed by Us in writing.
4.4 All illustrations, dimensions, weights and capacities listed on the Site, or in any catalogue, price list or other advertisement are intended merely to present a general idea of the Goods described and shall not form part of the Contract. The Goods described on the Site, although often a standard design, are subject to Our policy of continuous improvement and We reserve the right to incorporate changes or to make substitutions.
4.5 Any typographical, clerical or other error or omission on the Site or in any sales literature, quotation, price list, Acknowledgement, invoice or other document or information issued by Us shall be subject to correction without any liability on Our part.
4.6 We will retain a copy of Your Order and any Acknowledgement for the period of one year from the date Your Order was placed with Us and You may have access to either or both on reasonable notice by contacting Us.
5 VARIATION OF GOODS
5.1 We reserve the right in Our absolute discretion to make any changes to the Goods and/or Services which do not in Our opinion materially affect the quality of the Goods and/or the Services.
6 PRICE AND PAYMENT
6.1 The Price displayed is in pounds sterling (unless otherwise stated) and is exclusive of VAT and all other applicable taxes of any country, including but without limitation import taxes, but is inclusive of delivery charges for mainland England, Wales, Scotland and Northern Ireland (unless otherwise stated). You must notify Us if You require Us to deliver outside of mainland England, Wales, Scotland and Northern Ireland and We will inform You whether We can deliver the Goods and/or provide the Services and confirm the cost.
6.2 Payment must be made in pounds sterling and can be made by using any major UK credit card, debit card or corporate purchasing card shown on the Site or on an account basis. Accounts are opened solely at Our discretion and all sums are due strictly within 30 days from the date of the invoice.
6.3 Payment by any UK credit card, or debit card or corporate purchasing card is subject to authorisation by the credit card issuer. If such authorisation is refused to Us, We will not be liable for any delay or non-delivery of the Goods and/or Services and the Order will be deemed to be cancelled.
6.4 We will take all reasonable care to keep Your Order and payment details secure, but We will not be held liable for any loss You might suffer if a third party obtains unauthorised access to any data You have submitted to the Site unless such loss has been caused by Our negligence.
6.5 If payment is made by UK credit card or debit card, the card will be debited when the Order is placed. If payment is made by corporate purchasing card, the purchasing card shall be debited when We raise the invoice.
6.6 Orders placed through the Site will not be subject to any administration handling charge. Any Order which is under £50 and which is not placed through the Site will be subject to an administrative handling charge.
6.7 Any prices published by Us by any means are subject to change by Us at any time without notice.
6.8 If You fail to pay Us any sum due pursuant to the Contract, You will be liable to pay interest to Us on such sum from the due date for payment at an annual rate of four percent (4%) above the base lending rate of Clydesdale Bank plc from time to time accruing on a daily basis until payment is made in full (whether before or after any judgement).
6.9 Without prejudice to Clause 6.8, if You fail or We reasonably believe that You will fail to pay for the Goods and/or the Services when due We may demand payment of all sums due and suspend any future performance of the Contract until all overdue sums have been paid.
6.10 In the event that You make any overpayment to Us, We will advise You of this within a reasonable period of time and repay any such overpayment to You at Your request. In the event that You fail to request repayment within 4 (four) years of the date upon which We originally advised You of Your overpayment, We shall be entitled to retain such overpayment. Please note that You will not be entitled to receive any interest in respect of the time that any overpayment is held by Us.
7 RISK AND TITLE
7.1 Risk of damage to or loss of the Goods shall pass to You: in the case of Goods to be collected from Our premises, at the time when We notify You that the Goods are available for collection; or in the case of Goods to be delivered to Your premises by Us, when We deliver such Goods to Your premises (or, where You fail to take delivery, on the second due date for delivery in accordance with either Clause 9.6 or 10.2 (whichever is applicable)); or at the time of posting, if You request the Goods to be posted by Us to You; or at the time of Us handing the Goods to a third party if You arrange for the Goods to be collected by a third party carrier.
7.2 Subject to the provisions of Clause 7.4, the property in the Goods shall not pass to You until We have received in cash or cleared funds payment in full of the Price and all other sums due to Us from You. Until such time as property in the Goods passes to You, You shall hold the Goods as Our fiduciary agent and bailee, and shall keep the Goods properly stored, protected, fully insured and identified as Our property on the insurance policy, a copy of which You shall supply to Us following a request by Us to see it.
7.3 If You are in business You may offer for sale and sell the Goods, provided you do so only at the best obtainable price in the ordinary course of your business as principal and not as Our agent. We shall, by reason of the relationship of bailment between You (as bailee) and Us (as bailor) be and remain legally and beneficially entitled to the proceeds of sale of the Goods and You shall pay such proceeds of sale into a separate account or, otherwise, shall ensure that all of the proceeds of the sale are kept by or on behalf of You in a separate and identifiable form. The proceeds shall not be paid into an overdrawn bank account. Upon receipt of the proceeds of sale, You shall discharge Your debt to Us and shall not use or deal with the proceeds of sale in any way whatsoever until such debt has been discharged. If You are not in business You shall not be entitled to sell, pledge or in any way charge by way of security for any indebtedness any of the Goods, which remain Our property.
7.4 If You pay the Price to Us in full prior to the Goods being manufactured by Us or ordered by Us, risk in the Goods shall pass pursuant to Clause 7.1 and property in the Goods shall be deemed to pass at the same time.
7.5 Until such time as property in the Goods passes to You, We shall be entitled at any time to require You to return the Goods to Us and, if You fail to do so promptly, to enter upon any of Your premises or any premises of a third party where the Goods are stored and repossess the Goods.
7.6 The manner of packing and transportation of the Goods shall be at our discretion with no extra charge to You unless We specify otherwise. No liability shall be accepted for failure to pack to any particular standard, or against any particular risk unless the requirement for such packing is specifically brought to Our attention, accepted in writing by Us and paid for by You.
7.7 Before signing for the Goods upon delivery the Goods and packaging must be checked carefully. If the packaging is damaged, or the Goods appear to be damaged, or any parts missing, You must inform Us immediately having made an appropriate note on the carrier's delivery documentation.7.8 Subject to the provisions of Clause 11, if You do not notify Us immediately of such damaged packaging, or parts missing, You may lose the right to reject the Goods.
8 General delivery conditions
8.1 Delivery of the Goods shall be made to the address on mainland England, Scotland, Wales or Northern Ireland that You provide in the Order, or such other address that We may agree in writing.
8.2 We reserve the right to deliver and invoice the Goods and/or provide the Services in instalments and in such event each instalment shall be treated as a separate Contract and delivery of further instalments may be withheld until the Goods and/or Services comprised in earlier instalments have been paid for in full.
8.3 Goods will be delivered at the point on Your premises most convenient for Our carrier. Further transfer or installation within Your premises, regardless of the size and weight of the Goods, will be charged extra. You must notify Us of any obstacles on Your premises, (including but without limitation, narrow driveways, rough terrain and unauthorised access) which may preclude Us from delivering the Goods and/or providing the Services and if such circumstances apply We reserve the right to charge an additional fee prior to such delivery of the Goods and/or commencement of the Services.
9 Conditions applicable where free next working day delivery is available
9.1 Goods will be delivered on the Working Day following Your Order at no extra charge where: Your order is placed before the prevailing cut-off time on a working day; The Goods specified in Your Order are held in current stock at the time of the Order and have not already been applied, set aside or otherwise intended for use as part or all of another order; The delivery address is within the UK mainland (excluding for the avoidance of Northern Ireland; the Scottish Highlands and other islands and the Channel Islands); Your Order does not require Us to tailor any item to Your requirements; It is not specified in Our catalogue that next day delivery or free next day delivery is not available on an item included within Your Order; Where Your Order is not placed:a) between 20 December and 3 January;b) on any bank holiday; and/orc) for delivery on any bank holiday.
9.2 Delivery may be possible on the day following Your Order outside of the conditions specified in 9.1 above at extra cost. If You require this please contact us directly and we will inform You if such delivery will be possible and if delivery is possible the delivery costs.
9.3 We do not guarantee next Working Day delivery of products within the estimated transit time or by the estimated delivery date.
9.4 If your Order contains other items that are not eligible for next Working Day delivery, we will automatically split your order. We will dispatch the items eligible for next Working Day delivery and dispatch ineligible items as soon as they become available, subject to the appropriate delivery cost.
9.5 Next Working Day delivery does not apply in the event of service interruptions or failures caused by events beyond Our control.
9.6 If we agree to deliver Goods to You on a next Working Day delivery basis and You fail for any reason to take delivery of the Goods on the due date, an attempt at re-delivery will take place at Your cost on an alternative Working Day at Our convenience unless You notify Us in writing whereupon We will seek to agree to re-deliver on a mutually convenient Working Day. If no such date can be agreed, We will attempt to re-deliver on a Working Day convenient to Us. If You fail to take delivery of the Goods on the re-arranged delivery date: Delivery will be deemed to have taken place on the second due date for delivery; Risk in the Goods will pass to You on the second due date for delivery; We may (without prejudice to any of our other rights) dispose of the Goods at the best price reasonably obtainable or arrange for their storage at our premises or elsewhere; and You will indemnify Us in respect of any shortfall between the Price and the price actually obtained for the Goods if sold and any loss or expense incurred by Us including storage and insurance charges arising from Your failure to take delivery on the first due date.
10 Conditions applicable where delivery is other than next working day
10.1 We will deliver the Goods and/or commence the Services on a Working Day convenient to Us unless You give Us specific instructions in which case We will arrange a due date for delivery of the Goods and/or commencement of the Services with You. If we agree to deliver Goods to You and You fail for any reason to take delivery of the Goods on the due date, an attempt at re-delivery will take place at Your cost on an alternative Working Day at Our convenience unless You notify Us in writing whereupon We will seek to agree to re-deliver on a mutually convenient Working Day. If no such date can be agreed, We will attempt to re-deliver on a Working Day convenient to Us. If You fail to take delivery of the Goods on the re-arranged delivery date: Delivery will be deemed to have taken place on the second due date for delivery; Risk in the Goods will pass to You on the second due date for delivery; We may (without prejudice to any of our other rights) dispose of the Goods at the best price reasonably obtainable or arrange for their storage at our premises or elsewhere; and You will indemnify Us in respect of any shortfall between the Price and the price actually obtained for the Goods if sold and any loss or expense incurred by Us including storage and insurance charges arising from Your failure to take delivery on the first due date.
10.2 We will endeavour to deliver the Goods to You and/or commence the Services within thirty (30) days of You placing the Order with Us but You acknowledge that it may not always be possible to deliver the Goods and/or commence the Services within this timeframe and You agree that delivery of the Goods and/or commencement of the Services may take longer. Any dates or times for delivery of the Goods and/or commencement of the Services quoted by Us are estimates only. We shall not be liable if the Goods are not delivered and/or the Services are not commenced within such thirty (30) day period or for any failure to meet any estimated delivery date or for any costs, charges or expenses incurred as a result of any delay. You will not be entitled to refuse to accept any Goods or the provision of any Services or to cancel the Contract with Us merely because of such failure.CANCELLATION, RETURNS & GUARANTEE
10.3 If you have ordered goods as a consumer (as defined by the Distance Selling Regulations 2000), you may cancel the order in writing at any time within seven (7) days of receiving the goods without any liability to us, except any direct cost incurred by us in relation to the goods being returned and we will refund to you any part of the price of the goods that we have received, provided that the goods have not been specifically tailored to your specifications, or personalised, or the goods by their very nature cannot be returned or are liable to deteriorate, and provided that You return the Goods to Us.
10.4 We are also happy to offer You a "no quibble" guarantee, in accordance with the following provisions of this Clause 11, regardless of whether You purchase from Us in Your capacity as a business or a consumer. If You purchase Goods from Us in Your capacity as a consumer, Our "no quibble" guarantee does not affect Your rights pursuant to the Distance Selling Regulations 2000.
10.5 If for any reason You decide You do not want to keep any Goods We have delivered to You, We will offer You a refund of the Price paid by You, or provide You with a credit note to the value of the Goods to be returned or replace those goods free of charge subject to the following conditions: You must inform Us in writing that You want to return the Goods, and obtain an authorisation code for the same by calling 0800 0141565, within 14 days of the date of delivery of those Goods; Promptly after receiving the authorisation code, You must send those Goods to Us at Your own cost and risk; The Goods must not be damaged in any way; The packaging must not be damaged (save for reasonable wear and tear); and The Goods must not have been personalised by Us at Your request or otherwise made in accordance with a specification unique to You.
10.6 We reserve the right to charge You the full Price (to the extent that We have not already done so) or any portion thereof, in Our absolute discretion, for any Goods that You may return to Us where the provisions of Clause 11.3 above are not satisfied. We reserve the right to levy a handling charge associated with the return of any such Goods.
10.7 Your statutory rights are not affected by anything in this Clause.
11 WARRANTIES AND LIABILITY
11.1 Subject to the provisions of Clause 12.3, We warrant in respect of all Goods ordered after 1 September 2002, that for a period of one (1) year from the date of delivery of the Goods We will, at Our sole discretion, repair or replace any defective Goods (or the part in question) where the defect in question arises from defective workmanship within a reasonable period of time or refund to You the Price (or a proportionate part of the Price).
11.2 If You discover a fault with the Goods and wish to make a claim on the warranty detailed in Clause 12.1, You shall issue a written notice to Us containing the following details: Your name and address; The name and catalogue number of the defective Goods; The date of delivery; and The defect complained of.
11.3 The warranty set out in Clause 12.1 will not apply and We will not be liable for any defective Goods where and to the extent that: The defect arises as a result of the condition of Your premises; The defect arises as a result of Your negligence or (if You are in business) the negligence of Your employees, agents or subcontractors; The defect arises as a result of fair wear and tear, accident, misuse, wilful damage, or abnormal working Conditions; The defect arises as a result of any defective materials or equipment used in conjunction with the Goods that are not supplied by Us; You make any further use of the Goods or attempt to repair it or have it repaired by someone other than Us after giving written notice of the defect to Us; The defect arises because You have failed to follow Our instructions (whether oral or in writing) as to the storage, assembly, installation, commissioning, use, or maintenance of the Goods; You fail to notify Us in writing of the defect in accordance with Clause 12.2 of these Conditions;
11.4 Where Goods are not manufactured by Us, You may be covered by a manufacturer's warranty attaching to the Goods in question. Where We are permitted to do so, We reserve the right to refer You to claim under such warranty in respect of any defects in those Goods.
11.5 Subject as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
11.6 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) Your statutory rights are not affected by these Conditions and, for the avoidance of any doubt, the terms implied by sections 13, 14 and 15 of the Sale of Goods Act 1979, are not excluded by any Clause of these Conditions.
11.7 No terms relating to care and skill shall be incorporated into these Conditions in relation to the provision of the Services other than that We shall perform the Services with reasonable care and skill.
12 LIMITATION OF LIABILITY
12.1 The following provisions set out Our entire liability (including any liability for the acts or omissions of Our employees, agents and sub-contractors) to You in respect of any breach of the Contract, any representation, statement or tortious act or omission, including but without limitation, negligence arising under or in connection with the Contract.
12.2 Subject to Clause 13.5, Our total liability under the Contract shall be limited to the Price We have received from You.
12.3 Subject to Clause 13.5, We shall have no liability in respect of any defect in the Goods arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow Our instructions (whether oral or in writing), misuse or alteration or repair of the Goods without Our approval. We shall be under no liability if the total Price has not been paid by the due date for payment.
12.4 Subject to Clause 13.5, We shall not be liable to You for any loss of profit, or any indirect, special or consequential loss, including but without limitation, loss of business, loss of goodwill, overhead recovery or any other such costs, damages, expenses or claims.
12.5 Subject to Clause 12.6, We shall not be liable to You for any and all losses, claims, damages, costs or non-compliance with applicable laws and regulations arising as a result of any unauthorised use or misuse of Your customer I.D or account, except where such misuse occurs as a direct result of Our negligence. For the avoidance of doubt, We shall not be liable to You to the extent that such misuse arises directly or indirectly from Your negligence or failure to comply with these Conditions.
12.6 Nothing in the Contract or these Conditions shall exclude or limit Our liability for any death or any personal injury caused by Our negligence, or for fraud.
12.7 We will not provide any computer or other equipment required for accessing the Site. We cannot guarantee that Your use of the Site or any sites accessible through it will not cause damage to Your computer. It is Your responsibility to ensure that the right equipment is available to use the Site and to screen out anything that might damage it. We shall not be liable to any person for any loss or damage that may occur in relation to computer or other equipment as a result of using the Site.