Terms & Conditions

 

Recyclever Terms and Conditions  

Version 1 – February 2025  

 

1. Definitions  

In this document, the following words shall have the following meanings: 

“Agreement”  
means these Terms and Conditions, together with the terms of any applicable Order Acknowledgement or Order Confirmation. 

“Customer” (or “The Buyer”) 
means the organisation or person who purchases goods and services from the Supplier, including Distributors and direct Customers. 

“End Customer”  
means the organisation or person that ultimately uses the Supplier's products, either purchasing through a Distributor or directly from the Supplier. 

“Distributor”  
means a third-party organisation that purchases products from the Supplier for the purpose of reselling, leasing, or providing to the End Customer. Distributors may also provide after-sales services, spare parts, and consumables to the End Customer. 

“Service Partner”  
means an appointed third-party organisation responsible for providing maintenance and support services for the products when sold directly to an End Customer by the Supplier. 

“Intellectual Property Rights”  
means all patents, registered and unregistered designs, copyright, trademarks, know-how, and all other forms of intellectual property wherever in the world enforceable. 

“Order Acknowledgement/ Confirmation”  
means a statement of work, quotation, or other similar document describing the goods and/or services to be provided by the Supplier. 

“Supplier” (or “THE SUPPLIER”) 
means Magrini (UK) Limited T/A Recyclever, Unit 3 Jamage Industrial Estate, Talke, Stoke-on-Trent, Staffordshire, ST7 1XW - UK. 

 

2. General  

2.1. These Terms and Conditions shall apply to all contracts for the supply of goods and/or services by the Supplier to the Customer, which can be a Distributor, an End Customer or a Service Partner.. 
2.2. The Customer should submit their order in writing. Before the commencement of the supply of goods, the Supplier shall submit to the Customer an Order Acknowledgement or Order Confirmation, which shall specify the goods and services to be supplied and the price payable. The Customer shall notify the Supplier immediately if they do not agree with the contents of the Order Acknowledgement. All Order Acknowledgements shall be subject to these Terms and Conditions. The Customer shall be responsible for issuing a purchase order before any goods and services are supplied. 
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. 

2.4. The parties acknowledge that this Agreement shall be governed by and supplemented with all relevant legal provisions regulating the purchase and sale of goods and services. Where there is a contradiction between this Agreement and any mandatory provisions of applicable law, the latter shall prevail. 

2.5. This Agreement becomes legally binding when the Customer submits an order and the Supplier provides an Order Acknowledgement or Order Confirmation. However, if any pricing, product details, or other material information within the Order Acknowledgement contains an error that should have been reasonably identified as a mistake, neither party shall be bound by such terms, and the Supplier reserves the right to issue a corrected Order Acknowledgement. 

 

3. Order, Price and Payment  

3.1. The Supplier prices stated on price lists and quotations are based on incoterms EXW – ST7 1XW, Talke, UK unless otherwise stated. 
3.2. Delivery services can be arranged and will be charged separately. 
3.3. Quotations are valid for 30 days from the date of the quote. 
3.4. A purchase order from the client shall include a written proof of the acceptance of the supplier’s quotation in its entirety, without any correction; this typically takes the form of the supplier’s quotation countersigned in every page. The quotation shall include, among the rest, the product prices, the total prices, the lead times, the payment terms. The supplier shall also send a PO with mention to the supplier’s Quotation number, date, amount and payment terms. When payment terms include an amount referred to as ‘deposit’ or ‘to confirm order’ or similar, the receipt of the funds shall be an integral part of the order confirmation / purchase order acceptance by the supplier. 

3.5.  A purchase order shall not be cancelled by the client, under any circumstances.  

3.6. A purchase order shall oblige the client to fulfil every duty connected to the completion of the order, at every stage of the process. This includes but is not limited to: pay any agreement instalment during production, collect the goods if terms are EXW, offload the goods if the terms are DAP.. 

3.7. Goods will be invoiced when delivery has been completed to the agreed Incoterm, which may be EXW Talke or delivery to an address, unless otherwise agreed in writing. The supplier will never be responsible for costs related to duties and imports; these shall always and without exception remain the responsibility of the buyer. 
3.8. The price for the supply of goods and/or services are as set out in the quotation and/or Order Acknowledgement. Payment terms and Customer credit limits are as agreed and confirmed by the Supplier when the initial Customer account setup procedure takes place or as agreed in writing for specific orders. These terms will also be displayed on all invoices. 
3.9. The Supplier reserves the right to refuse to execute any order or contract if the arrangements for payment or the credit of the Buyer appear to be or have become unsatisfactory. Credit limits will be monitored regularly and amended where necessary using an external credit checking company. 
3.10. The Supplier accepts payment by the following methods: International bank transfer, irrevocable letter of credit, BACS or by card via a payment link. The Supplier does not accept any form of cash payment. 
3.11. Invoiced amounts shall be due and payable in compliance with terms detailed in the Order Acknowledgement. The PO will only be accepted upon receipt of funds if the quotation included a “prepayment” “deposit” “amount to confirm the order” within its payment terms. The Supplier shall be entitled to charge interests on overdue invoices from the calendar day after the payment becomes due. Interests are charged on the first calendar day of every 30 calendar days periods. Interests are calculated on the total amount due on the date, hence including interests charged on previous 30 days periods. Interests are calculated at a rate of 8.00% points per annum above the base rate of the Bank of England valid on the date(s) interests are charged. Receipt of payments within the period of 30 days shall not attract a reduction of interest's charges. 
3.12. Should debt collection services be necessary to retrieve monies outstanding, the Customer will be liable for all costs incurred. 

 

4. Specification of the Goods  

4.1. All goods shall be required only to conform to the specification in the Order Acknowledgement. For the avoidance of doubt, no description, specification, or illustration contained in any product brochure or other sales/marketing literature of the Supplier, and no representation written or oral, correspondence, or statement shall form part of the contract. 
4.2. The Supplier reserves the right to change the product and any information in technical catalogues, brochures, etc. (including models, sizes, lead time, etc.) at any time and without notice. 
4.3. The goods will be packaged in accordance with the courier specified by the Customer or organised by the Supplier for the Customer. The Customer remains liable for appropriate disposal of all packaging materials and their recycling. 
4.4. The Supplier is not liable for packaging being deemed inappropriate for the goods. 
4.5. The Supplier is not liable for any cost or responsibility arising from the mix of packaging and pallets within a trailer. The Supplier endeavours to pack products safely and as efficiently as possible to minimise transport costs but remains not liable for such costs and their optimisation. 

 

5. Delivery / Collections  

5.1. Our terms of sales are FCA – ST7 1XW unless specified otherwise in writing under INCOTERMS 2020 conditions. 
5.2. 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. This includes if deliveries are delayed that are out of the control of the Supplier such as weather or traffic. 
5.3. The Customer shall pay for the delivery cost and the re-delivery cost where deliveries are not able to be made due to any restrictions in place, which the Supplier has not been made aware of. 
5.4. Unless the contract provides to the contrary, the Supplier may deliver by instalments. This will be communicated to the Customer prior to delivery. Each instalment will be invoiced upon delivery and will be payable when each invoice falls due – regardless of whether the whole order has been delivered in full. 
5.5. All risk in the goods shall pass to the Customer in accordance to the agreed Incoterms, hence upon the goods being received and physically accepted at the delivery location or, where collected by the Customer, upon loading onto the Customer’s transport. If the Customer fails to inspect and reject any delivery at the time of receipt, it shall be deemed to have accepted the goods in good condition. 

5.6. Unless otherwise expressly agreed in writing, delivery shall be made by the Supplier’s chosen delivery/courier company. If the Customer is to arrange to collect the goods, this will take place at the premises of the Supplier, and the Supplier shall load the goods on the vehicle provided by the Buyer. 
5.7. If goods are not collected within 5 working days of the agreed collection date, the goods will be delivered to the Customer’s head office at the cost of the Customer. 
5.8. If agreed delivery charges are delayed and the Customer requires the Supplier to hold the product, storage charges may be incurred by the Customer. 

5.9. The buyer shall incur in extra charges if failing to warrant a smooth flow of goods, with cases including but not limiting to the failure to collect or offloading goods or failure to complete successful custom importation documentation, for any reason including but not limited to political or legislative reasons, civil unrest.. Without exclusion, the impossibility for the Seller to raise an invoice because goods were not collected by the Buyer, or the Buyer had not executed a duly import process, or the Buyer did not offload the delivery, does not constitute a delay on when future payments would be due. Any delay the Seller will face in generating invoices in a duly manner due by behaviour of the Buyer, will cause invoices being raise later with immediate or due sooner payments. 

 

6. Installation and Maintenance  

6.1. The Supplier offers technical support and initial installation assistance for the products, which will be quoted separately on an ad hoc basis. 
6.2. Where the products are sold through a Distributor, the Distributor shall be responsible for providing installation and after-sales services, unless otherwise agreed in writing. 
6.3. For direct sales to End Customers, the Supplier may appoint a Service Partner to provide maintenance and support services or, with the agreement of the supplier, this can be appointed directly by the customer. 
6.4. Installation is understood to happen in a safe, clear environment provided by the Customer. This location must have clear access areas and no other contractors should be on-site for the duration of the installation works. 
6.5. The Supplier subcontracts installation works to experienced teams in the sector. The Customer is liable to check all mandatory Health & Safety documentation for a safe proceeding of the works. 

6.6. Partner Roles and Responsibilities  
6.6.1. When the Supplier appoints a partner (such as a Distributor or Service Partner), the appointed partner will typically be responsible for providing service and maintenance support to the End Customer. The appointed partner is entitled to set and charge their own rates for these services, and the Supplier will not interfere in this arrangement. 
6.6.2. It is the responsibility of the End Customer to contact the appointed partner for any technical support or maintenance issues. If the Supplier is contacted directly by the End Customer, they will be redirected to the appointed partner. 
6.6.3. The Supplier reserves the right to impose a penalty if End Customers persistently contact the Supplier for support that should be handled by the appointed partner. This penalty may include, but is not limited to, additional support charges or a re-evaluation of the partnership terms with the partner. 

 

7. Title  

7.1. Title in the goods supplied shall not pass to the Buyer until the Supplier has received full payment for those goods. 
7.2. If payment is not received, the Supplier reserves the right to arrange collection of the goods, which may include labour costs. All costs will be charged to the Customer. 

 

8. Customer’s Obligations  

8.1. To enable the Supplier to perform its obligations under this Agreement, the Customer shall: 
8.1.1. Co-operate with the Supplier; 
8.1.2. Provide the Supplier with any information reasonably required by the Supplier. This includes location specifics where there may be restrictions relating to the size of vehicles, delivery times, parking, and weight of goods; 
8.1.3. Obtain all necessary permissions and consents which may be required before the commencement of the services; 
8.1.4. In the case of sales where the goods are to be delivered by the Supplier to the Buyer in a country outside the United Kingdom, the Buyer must pay all additional charges or taxes necessary (e.g., Goods and Service Tax, customs duties). These additional charges or taxes are not the responsibility of the Supplier. 
8.1.5. If goods are agreed to be held in stock by the Supplier, they must be dispatched by the agreed written date otherwise the goods will be invoiced and held in stock with a storage charge incurred unless a further agreement is reached. This will most certainly apply if the product is a special item for the customer. 
8.1.6. Comply with such other requirements as may be set out in the Order Acknowledgement or otherwise agreed between the parties. 
8.2. 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 8.1. 
8.3. 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 Order Acknowledgement, 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. 
8.4. 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: 
8.4.1. The Supplier shall have no liability in respect of any delay to the completion of any project; 
8.4.2. If applicable, the timetable for the project will be modified accordingly; 
8.4.3. The Supplier shall notify the Customer at the same time if it intends to make any claim for additional costs. 

 

9. Alterations to the Order Acknowledgement  

 

*************see 3.5 *******************  

9.1. The parties may at any time mutually agree upon and execute new Order Acknowledgements. Any alterations in the scope of goods and/or services to be provided under this Agreement shall be set out in the Order Acknowledgement, which shall reflect the changed goods and/or services and price and any other terms agreed between the parties. 
9.2. The Customer may at any time request alterations to the Order Acknowledgement by appealing directly to the Supplier. On request for alterations, the Supplier shall supply and submit to the Customer an amended Order Acknowledgement, showing altered goods and services and the effect of such alterations, if any, on the price and any other terms already agreed between the parties. Where the product has been ordered, manufactured, and/or shipped by the Supplier, any changes to the specification after this time may be chargeable. 

 

10. Warranties Concerning Description of Goods  

10.1. Except where the Supplier and the Buyer have otherwise expressly agreed in writing, the sale shall not be by samples submitted, descriptions, illustrations, or forecasts in trade literature, catalogues/brochures or otherwise, and no representation, written or oral, shall be taken as forming part of the contract. 
10.2. The Supplier shall have no liability for variations in the goods which do not materially affect their performance or utility. 

 

11. Product Warranty  

11.1. The Supplier guarantees products supplied for a maximum period of 12 months from the date of delivery where a fault is found due to quality, design, or manufacture. This must be reported in writing to the Supplier within 12 months from the date of delivery. 
11.2. After investigation and should a fault be found, the Supplier will replace or repair the product within a timeframe which shall be notified to the Customer by the Supplier. This is on the provision that all maintenance and installation recommendations as stated in the Operations and Maintenance manual have been adhered to and that there has been no misuse of the product. 
11.3. No indemnity or compensation of any kind can be claimed by the Customer for the period of time in which it takes for the goods to be replaced or repaired. 
11.4. The following is excluded from the Product warranty: 
11.4.1. When installed without adhering to the Supplier’s instructions or by unauthorised personnel. 
11.4.2. Misuse or modification of the product by the Customer. 
11.4.3. Damage caused by external factors, such as fire, flood, or vandalism. 
11.4.4. General wear and tear. 

 

11A. Remote Access and Software Updates  

11A.1. Remote Access Requirement 
The Customer acknowledges that the proper functioning and maintenance of the Supplier's products rely on a stable internet connection. The Supplier requires remote access to the products to diagnose issues, monitor performance, and perform necessary software updates. The Customer agrees to provide and maintain the necessary network infrastructure and access credentials to facilitate remote connectivity. 

11A.2. Software Updates 
The Supplier may periodically release software updates to improve functionality, security, and performance. These updates will be performed remotely and may require temporary downtime of the product. The Supplier will endeavour to schedule updates at a time that minimises disruption to the Customer’s operations. 

11A.3. Data Privacy and Security 
The Supplier will use all reasonable measures to ensure the privacy and security of the data accessed during remote connections. Data accessed will be limited to that which is necessary for diagnostic and maintenance purposes. The Customer shall inform the Supplier of any specific data security policies or regulations that need to be adhered to. 

 

11B. Additional Software Development  

11B.1. Scope of Work 
The Supplier provides essential software functionalities required for the operation of the products. Any additional software development, customisation, or integration beyond the essential work will be considered as additional services. 

11B.2. Charges for Additional Work 
Additional software development work requested by the Customer or necessitated by changes in the Customer’s requirements will be chargeable. The Supplier will provide a separate quotation for such work, detailing the scope, cost, and timeframe. The Customer must provide written acceptance of the quotation before the commencement of any additional development. 

11B.3. Custom Integration and Support 
Any custom integration with third-party systems, or additional support for non-standard installations, will be assessed on a case-by-case basis. Such services are not included in the standard support and maintenance package and will be quoted separately. 

11C. Additional Charges and Services  
11C.1. Data Charges and Connectivity 
The Supplier will quote separately for data charges related to the operation of the products. This includes but is not limited to costs for internet connectivity, data usage, and remote access services. These charges are not included in the standard product pricing and will be billed as a separate line item. 
11C.2. Media Content Management 
The Supplier offers additional services such as media content management, which will be quoted separately. These services may include the management of digital content displayed on the product, custom advertising, or other media-related functionalities. 
11C.3. Markup and Resale by the Partner 
The Supplier grants the appointed partner the right to resell additional services provided by the Supplier, such as media content management, to the End Customer. The appointed partner may add a markup to the Supplier’s charges and set their own rate for the End Customer. The Supplier will not interfere (but may advise) in the pricing or rate-setting practices of the partner for these additional services. 

11C.4. Supply of Spare Parts  
The Supplier will supply spare parts to appointed Distributors or Service Partners as needed for the maintenance and repair of products. These spare parts will be provided at the rates agreed upon between the Supplier and the appointed partner. The appointed partner may then charge their own rates for the spare parts and related services provided to the End Customer. The Supplier is not responsible for the partner’s pricing strategy or any disputes arising between the partner and the End Customer regarding spare parts or service costs. 

11D. Unauthorized Use and Indemnities  
11D.1. The Customer shall use the Supplier’s products as intended and in accordance with operating instructions provided. Any unauthorized modifications, misuse, or failure to comply with usage guidelines shall void warranties and may result in additional charges for repairs or damages. 
11D.2 . The Customer agrees to indemnify and hold harmless the Supplier against any third-party claims arising from the misuse, unlawful resale, or improper operation of the products. 

11E. Third-Party Links & External Services  
11E.1 . If the Supplier provides an online platform or third-party services related to the operation, maintenance, or software management of its products, the Supplier shall not be liable for interruptions, errors, or failures caused by third-party integrations. 
11E.2. The Supplier may, from time to time, provide links to third-party websites for convenience. The Supplier makes no representations regarding the accuracy, security, or availability of such external sites and is not responsible for any damages incurred from accessing third-party content. 

 

12. Indemnification  

12.1. 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. 

 

13. Limitation of Liability  

13.1. 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. 
13.2. In no event shall the Supplier be liable to the Customer for any loss of business, loss of income, loss of opportunity, or loss of profits or for any other indirect or consequential loss or damage whatsoever. 
13.3. 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. 

 

14. Termination  

14.1. Either party may terminate this Agreement forthwith by notice in writing to the other if 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. 
14.2. All monies already due and to become due will remain due, including those for confirmed orders that the Customer might not collect or authorise delivery of, and any worth amount at selling value for other stock commitment the Customer has taken with the Supplier to facilitate what would have been future supplies. 
14.3. The other party commits a material breach of this Agreement which cannot be remedied under any circumstances. 
14.4. 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. 
14.5. The other party ceases to carry on its business or substantially the whole of its business. 
14.6. The other party is declared insolvent or convenes a meeting 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. 

 

15. Intellectual Property Rights  

15.1. The policy of the Supplier is one of continuous technical improvement, and the Supplier therefore reserves the right, from time to time, to review, modify, or vary the technical specifications and designs of any Goods, provided that the Goods as delivered shall be fit for purpose. 
15.2. All designs, technical data, drawings, reports, documents, software, and information in any form whatsoever (including but not limited to hard copies, soft copies, 3D designs, samples, and products) that the Supplier submits to the Buyer in any form shall remain the exclusive property of the Supplier.  

Any software developed by the Supplier, regardless of whether the brief or concept was provided by the Customer or a third party, shall remain the sole property of the Supplier. Such software may be used by the Supplier for future updates, improvements, or as part of standalone products and offerings, for any client. The Customer shall have no claim to the ownership, modification, or resale of such software unless otherwise expressly agreed in writing. 

15.3. So far as the Supplier is aware, no Goods supplied by it infringe any existing patent or design or any other industrial or intellectual property rights, but no warranty, express or implied, is given in respect of such infringement of patents or other industrial or intellectual property rights by the use or sale of the Goods supplied hereunder. 

15.4. The Supplier retains full ownership of all transaction data generated and recorded by the RVM during its operation, including but not limited to transaction logs, usage patterns, deposit and refund records, and operational states. The Supplier may use this data for system improvements, analytics, research, and commercial purposes. The fact the client may be granted access to such data and informations does not represent a transfer of ownership of such informations. The client shall inform the supplier of every intended use of the information's made available from the supplier, either by submission or availability from the RVM or the portal download. The client shall not hand over or share such informations to thirds parties before prior approval from the supplier. In any case, authorised disclose to third parties shall not constitute transfer of ownership,   

15.5. The Supplier retains full ownership of any visual data, images, or scanning outputs captured by the RVM for container processing and validation. This includes all algorithms, machine-learning models, and proprietary processing techniques used to validate deposit items. The Supplier may use such visual data to improve RVM functionality, enhance database accuracy, and develop commercial products without restriction. 

15.6. The Customer shall not attempt to extract, replicate, or utilize the Supplier’s transaction data, software, or image processing methods for any reason, including specifically the development of a competing system or products without explicit written permission from the Supplier. 

 

16. Force Majeure  

16.1. 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, lockouts, accidents, war, 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. 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. 

 

17. Independent Contractors  

17.1. 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 Order Acknowledgement. 
17.2. Nothing in this Agreement is intended to, nor shall it confer any rights on a third party. 

 

17A. Confidentiality  
17A.1. During the course of business, the Supplier and Customer may share confidential information, including but not limited to technical, financial, and business-related information. Both parties agree to maintain such information in strict confidence and not to disclose it to any third party without prior written consent unless required by law. 
17A.2. This confidentiality obligation does not apply to information that is publicly known or already in the receiving party’s possession without breach of confidentiality obligations. 

17B. Data Privacy & GDPR Compliance  
17B.1. The Supplier acknowledges its responsibility as a data controller with respect to any personal data collected in order to provide its goods and services. Personal data will be processed in compliance with the UK GDPR and Data Protection Act 2018. 
17B.2. The Customer’s personal data shall only be used for fulfilling supply obligations, invoicing, and customer support. The Supplier shall not share personal data with third parties unless necessary for contractual performance or required by law. 
17B.3. Customers may request access to or deletion of their personal data by contacting the Supplier directly. 

 

18. Severability  

18.1. 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. 

 

19. Waiver  

19.1. 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. 

19.2. Any notice to be given by either party to the other may be served by email, personal service, or by post to the address of the other party given in the here signed Terms and Conditions, or another address as such party may from time to time have communicated to the other in writing. If sent by email, it shall, unless the contrary is proved, be deemed to be received on the day it was sent 

 

20. Entire Agreement  

20.1. 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. 

20A. Amendments & Updates  
20A.1. The Supplier reserves the right to amend these Terms and Conditions as necessary to reflect changes in legislation, business operations, or market conditions. 
20A.2. Any changes will be communicated to the Customer via the Supplier’s website or direct communication. Continued use of the Supplier’s products and services after notification of amendments shall constitute acceptance of the revised terms. 

 

21. Governing Law and Jurisdiction  

21.1. This Agreement shall be governed by and construed in accordance with the law of England & Wales and the parties hereby submit to the exclusive jurisdiction of the courts. 

 

 

 

22. No Returns Policy  

22.1. The Supplier does not allow the Customer to return goods unless under special circumstances and with written consent from a company-authorised signatory. If the Customer wishes to return goods to the Supplier, they should first contact the Supplier department. The Customer will need to detail the items to be returned and the reason for the return. This needs to take place within 48 hours of the initial delivery date. 
22.2. Each return will be assessed individually, and a decision will be communicated to the Customer. 
22.3. A return could be arranged if: 
22.3.1. All shipping costs to return the goods to the Supplier at Talke are paid for by the Customer. 
22.3.2. The goods are in immaculate condition – as they were when sent to the Customer. A credit note will not be issued if the goods are returned in a poor condition. 
22.3.3. The Customer is responsible for organising the safe packaging of returned goods. The goods should be packaged in the same way as they were when initially sent out by the Supplier. If goods are damaged due to incorrect packaging when returned to the Supplier, no credit note will be issued. 
22.3.4. It will then be decided by the Supplier whether to issue a credit note or to raise a purchase order to ‘buy back’ the stock. The value at which the Supplier will buy back will be at around 50% of the original selling price. 
22.3.5. For the avoidance of any doubt, without a written agreement from the Supplier, it is understood that the Customer remains liable to pay the full amounts as per confirmed orders of the returned goods. 

 

23. Damaged Goods  

23.1. Initially, if the packaging appears to be damaged on receipt of goods then the Customer will need to write this clearly on the couriers’/delivery companies’ paperwork along with a signature at the time of receiving the goods. The damaged packaging will also need to be reported to the Supplier immediately. Failing to do so waives any right to damaged goods claims. 
23.2. The Supplier will allow a 48-hour time frame (starting from the time of the initial delivery) for the Customer to check all goods received for damages. If goods received are in fact damaged (at the fault of the Supplier or our chosen delivery company), this should be notified to the Supplier within the 48-hour frame. The Customer should first contact the Supplier and will need to provide full details of the damages (along with a shipment reference number to allow the order to be traced easily) along with photographs of the damaged goods. 
23.3. The decision of the Supplier with regards to reported damaged goods will depend on whether it affects the functionality of the product(s). The Supplier will decide to either: 
23.3.1. Request that the Customer dispose of the damaged goods and the Supplier will raise a credit note to the Customer’s account. 
23.3.2. Request that the Customer dispose of the damaged goods and the Supplier will send out free-of-charge replacements for all damaged goods. 
23.3.3. Arrange collection of the damaged goods from the Customer’s premises. Once the stock has been received and checked by the Supplier, a credit note will be raised, or free-of-charge replacements will be sent out. 
23.3.4. Agree to a discounted figure for the damaged goods rather than replacing or crediting – this will be authorised by the Managing Director. 
23.3.5. Confirm that the Supplier is not responsible for the damaged goods, and they remain fully chargeable. The Supplier will endeavour to speed up the manufacturing of replacement goods that the Customer must order via another purchase order. 

Please note – Any damages reported outside of the 48-hour time frame will not be considered for replacement or credit. 

 

24. Shortages  

24.1. Any shortages should be notified to the Supplier within 48 hours of the initial delivery of the order. The Customer should first contact the Supplier giving full details of the product(s) short delivered. 
24.2. The Supplier will immediately endeavour to manufacture and deliver the goods claimed as short of. This is NOT an acceptance of responsibility and the Customer may still be charged for the goods and the delivery charges. This is done to expedite operations onsite. 
24.3. The Supplier will then investigate the shortage and will decide either: 
24.3.1. It has not supplied short because all internal checks of paperwork and stock prove the goods have left (this happens typically when products are lost onsite); 
24.3.2. It has supplied short, and once confirmed by the Supplier Operations Manager or Warehouse Team Leader that the shortage is due to an error by the Supplier, will then arrange for products to be sent as soon as possible after the shortage has been reported. Should the Customer require an express delivery service, the Customer will be responsible for any additional cost incurred, unless pre-agreed by the Supplier in writing. 
24.4. The Supplier remains not liable for any extra cost for onsite labour, extra fitting time, loss of revenue, etc., for the Customer, third party, or any other claims. 

Please note – Any shortages reported outside of the 48-hour time frame will not be considered for credit or replacement. 

These Terms and Conditions apply to every Order Confirmation/Acknowledgement and Commitment taken to execute work and/or services for the Customer. 

Internal Ref V1 20250201