Terms & Conditions

Welcome to our website. Listed below are the Terms and Conditions by which you agree to be bound when entering into a contract with our company. You will have been required to accept a Written Quotation and will have been asked to read these terms and conditions before signing your acceptance of our quotation.

1. Interpretation

In these Conditions,the following definitions apply:
(a) Supplier: Spartan Direct Limited registered in England and Wales with company number 3275287 and whose registered office is situated at Fairgate House, Kings Road, Tyseley, Birmingham B11 2AA.
(b) Customer: the Company their servant or agent, or firm who purchase Services & Materials from the Supplier.
(c) Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
(d) Commencement Date: Is the date agreed in writing by both parties.
(e) Contract: the contract between the Supplier and the Customer for the supply of Services and/ormaterialsin accordance with these Conditions.
(f) Order: the Customer’s order for Services and/or Materials as set out in the Customer’s purchase order form OR the Customer’s verbal and or written acceptance ofthe Supplier’s quotation
(g) Services: includes all materials and any labour supplied by the Supplier to the Customer asset outin the Specification.
(h) Quotation: the description orspecification of the Services provided in writing by the Supplierto the Customer.
(i) Supplier Materials: hasthemeaning set outin clause 1.1(g).

2. BASISOF CONTRACT

2.1 The Quotation constitutes an offer to the Customer to purchase Services in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in this Contract.
2.4 Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s catalogues or brochures or price list, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
2.5 These Conditions apply to the Contract to the exclusion of any other termsthat the Customer seeks to impose or incorporate, or which are implied by trade, custom,
practice or course of dealing.
2.6 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 14 Business Days from the date of issue.

3. SUPPLIERSOBLIGATIONS

3.1 The Supplier shall supply the Services to the Customer in accordance with the Specification in allmaterialrespects.
3.2 The Supplier shall use all reasonable endeavours to meet any performance dates as agreed between the parties, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.3 The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and the Supplier shall notify the Customer in any such event.
3.4 Allmaterials provided by the Supplier are the exclusive property ofthe Supplier until final payment by the customer and the customer agrees that they will allow the Supplier to collect the said materials in the event that the customer does not complete the contract.

4. Customer’s obligations

The Customer shall:
(a) ensure that the terms of the Order [and any information it providesin the Specification] are complete and accurate;
(b) co‐operate with the Supplier in all matters relating to the performance of the contract;
(c) provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office
accommodation and other facilities as reasonably required by the Supplier;
(d) provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that
such information is accurate in all material respects;
(e) prepare the Customer’s premises for the supply and storage of the Services and materials;
(f) obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start;
(g) keep and maintain all materials, equipment, documents and other property ofthe Supplier(Supplier Materials) atthe Customer’s premisesin safe custody at its own risk. Further they shall maintain the Supplier’s materials in good condition until returned to the Supplier, and will not dispose of or use the said materials other than in accordance with the Supplier’s written instructions or authorisation; and
(h) The customer isresponsible for the safety of all property belonging to the Supplier and stored at the Customers site and further the Customer
confirms that it will insure against and compensate the Supplier for any loss or damage to the said property.

4.1 If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the
Customer to perform any relevant obligation (Customer Default):
(a) the Suppliershall without limiting its otherrights orremedies have the right to suspend performance of the Services until the Customer remedies the
Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or
delay to performany ofits obligations asset outin this clause 0; and
(c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly
from the Customer Default.

4.2 Any claim by the customer, which is based on any defect in the quality or condition of the materials, shall be notified to the Supplier within 3 working days from the date of delivery. If the customer does not notify the Supplier accordingly, the customer shall not be entitled to reject the goods and the Supplier shall have no liability for such defect or failure, and the customer shall be bound to pay the contractual price.

4.3 Where any valid claim in respect of any of the materials which is based on any defect in the quality or condition of the materials is notified to the Supplier in accordance with these conditions, the Supplier shall be entitled to repair or replace the materials(or the part in question) free of charge or, at the Suppliers sole discretion, refund to the customer the price (or a proportionate part of the price) and the Supplier shall have no further liability to the customer.

5. CHARGES,INTERESTANDPAYMENT

5.1 The Chargesforthe Servicesshall be on a time andmaterials basis:
(a) The Supplier will supply details of the same in the Quotation which will be binding for 14 days thereafter.
(b) The Supplier reserves the right to vary the cost of any materials in the event that the cost of the same changes because of market forces after
commencement of the contract.
(c) In the event that the Customer requires additional work to be carried out after commencement of the contract, the Supplier will be entitled to issue a fresh quotation and the Customer will approve the same before the work will be commenced.
(d) the Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals the Supplier engages in connection with the Services including, but not limited to, travelling expenses, hotel costs,subsistence and any associated expenses, and for the cost ofservices provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials.
5.2 The Customer will be required to pay a deposit as shown on the Quotation before the contract will start.
5.3 The Customer shall pay each invoice submitted by the Supplier:
a) within 30 days ofthe date ofthe invoice; and
b) in full and in cleared funds to a bank account nominated in writing by the Supplier, and
c) time for payment shall be of the essence of the Contract.
d) Payment by an 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 the Company, the
Company will not be liable for any delay or non‐delivery of the Goods and the Order will be deemed to be cancelled.

5.4 Without limiting any other right or remedy of the Supplier, if the Customer fails to make any payment due to the Supplier under the Contract by the due date for
payment (Due Date), the Supplier shall have the right to charge interest on the overdue amount at the rate of 10% per cent per annum above the Lloyds TSB bank
base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgement, and
compounding quarterly.

5.5 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be5 entitled to assert any credit,set‐off or counter claim against the Supplier in order to justify withholding payment of any such amount in whole or in part.

5.6 If the Customer fails or the Supplier reasonably believes that the Customer will fail to pay the contractual price when due the Supplier may demand payment of all sums due, treat the Contract as repudiated by the Customer and suspend any future performance of the Contract until all overdue sums have been paid.

5.7 In the event that the Supplier has to take steps to recover monies or materials due to them the Customer agrees to pay any additional costs whether legal or otherwise incurred by the Supplierin the said recovery in full.

5.8 The Supplier reserves the right to claim interest under the Late Payment of Commercial Debts(Interest) Act 1998.

6. LIMITATION OF LIABILITY: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

6.1 Nothing in these Conditionsshall limit or exclude the Supplier’sliability for:

(a) death or personal injury caused by its negligence, or the negligence of its employees, agents orsubcontractors;
(b) fraud orfraudulentmisrepresentation; or
(c) breach of the term simplied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

6.2 The Supplier will not be liable for any defective materials where and to the extent that:‐
(a) the defect arises as a result of the condition of the Customers premises.
(b) the defect arises as a result of the Customers negligence or the negligence of their employees,servants or agents.
(c) the defect arises as a result of fair wear and tear, accident, misuse, wilful damage, or abnormal working conditions.
(d) the Customer makes any further use of the materials supplied or attempts to repair them or have them repaired by someone other than the Supplier after giving written notice ofthe defectto the Supplier
(e) the defect arises because the Customer has failed to follow the Suppliers instructions (whether oral or in writing) as to the storage, assembly, installation, commissioning, use or maintenance of the goods.
(f) The Customer requires the Supplier to purchase materials which the Supplier must use and which are second hand.

6.3 The Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or
otherwise, for any loss of profit, or any indirect or consequential loss arising under norin connection with the Contract.

6.4 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law,
excluded from the Contract.

6.5 The Supplier offers no warranty in respectto materials provided by a third party and the customer is referred to their statutory rights against the manufacturer of any
such materials in the event of any defect.

7. TERMINATION

7.1 Without limiting its otherrights orremedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the Customer commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within an agreed time.
The said breach must be notified to the other party in writing.
(b) the Customer by reason of insolvency suspends, or threatens to suspend,
payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its
debts within the meaning of section 123 of the Insolvency Act 1986
(c) the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or
entersinto any compromise or arrangement with its creditors
(d) The Customer falls in any way into an insolvent position and is unable to meet the payments terms of this contract.

7.2 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.

7.3 Without limiting its other rights or remedies, the Supplier shall have the right to suspend provision of the Services under the contract if the Customer fails to pay any
amount due under this Contract on the due date for payment.

8. CONSEQUENCES OF TERMINATION

On termination ofthe Contractfor any reason:
(a) the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
(b) the Customer shall return all of the Supplier’s Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with
this Contract;
(c) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date oftermination or expiry; and
(d) clauses which expressly or by implication have effect after termination shall continue in fullforce and effect.

9. Force majeure:

(a) For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to
strikes, lock‐outs or other industrial disputes (whether involving the workforce of the Supplier 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 ofsuppliers orsubcontractors.
(b) The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event and may terminate this contract in the event that it is unable to complete the contract.

10. Assignment and subcontracting:

(a) The Supplier may at any time assign, transfer, charge,subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
(b) The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge,subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

11. Notices:

(a) Any notice or other communication required to be given to a party under or in connection with this Contractshall be in writing and shall be delivered to the other party personally or sent by prepaid first‐class post, email or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, orsent by fax to the other party’s main
fax number.

12. Severance:

(a) If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that
provision or part‐provision shall,to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
(b) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

13. Partnerships

Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind,the other party in any way.

14. Governing law and jurisdiction:

This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non‐contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

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