Terms and Conditions

1. DEFINITIONS AND INTERPRETATIONS

1.1. In these Conditions:

"TME” means Testing Made Easy 

"Buyer” means the person, firm or company as described in the order/invoice document.

"Conditions” means the standard terms and conditions of purchase set out in this document and includes any varied or special terms and conditions agreed in writing between TME and the Buyer.

“Contract” means the contract for the sale and supply of goods and/or the supply services subject to these Conditions and as laid out in the order/invoice document.

"Goods” means the goods (including any instalment of the goods or any part of them) described in the order/ invoice document.

"Order” means any written quotation of TME which is accepted by the buyer, or any written order of the buyer which is accepted by TME for the supply of goods or services.

“Invoice” means any written bill of sale that has been raised by TME to the buyer at the buyers request for goods or services.

"Price” means the price of the goods or the charge for the services as laid out by TME to the buyer.

2.1. These conditions apply to all sales of goods or services by TME.

2.2. The placing of an order by the buyer for the goods shall constitute acceptance of these conditions not withstanding any other terms and conditions subject to which any quotation by TME is accepted or purported to be accepted or any such order is made or purported to be made by the buyer.

2.3. No order placed by the buyer either written or verbally shall be deemed to be accepted by TME unless and until confirmed in writing by an official TME representative.

2.4. No variation to these conditions shall be binding unless agreed in writing between an official representative of the buyer and an official representative of TME

2.5. The buyer acknowledges that all advice, instructions or recommendations offered by TME are done so and based on the information and technical background given to TME by the buyer and as such TME takes no responsibility as to the accuracy of such offered information.

2.6. Where the buyer does not specify a particular process, application or usage TME will not be liable for any defect or failure of the process. TME will not entitle the buyer to withhold payment if TME have dispensed any goods or services whatsoever.

3.1. The buyer shall be responsible to TME for ensuring the accuracy of the terms of any order (including any applicable Specification) submitted by the buyer, and for giving TME any necessary information relating to the goods pursuant to clause 2.5 or otherwise within a sufficient time to enable TME to execute the Contract in accordance with its terms.

3.2. The goods or service supplied shall be as specified in the order and any applicable specifications as set out either in TME’s quotation or on TME’s website or on any TME official literature. In the event of conflict preference will be given to TME’s website www.tmeuk.co.uk  

3.3. All product literature or other publications supplied by TME must be regarded as approximations only.

3.4. Any specification supplied by TME to the Buyer in connection with the Contract, together with all intellectual property rights in the specification, shall be the exclusive property of TME or of TME’s manufacturer. The Buyer shall not disclose to any third party or use any such specification except to the extent that it is or becomes public knowledge through no fault of the Buyer, or as required for the purpose of the contract. At the request of TME the Buyer will return to TME at the buyers cost any documents or information in or upon which any part of the specification has been supplied by TME and shall retain no copies to any degree.

3.5. If any process is to be applied to the goods by TME in accordance with a specification submitted by the buyer, the buyer agrees to indemnify TME against all losses, damages, costs and expenses incurred by TME in connection with any claim for infringement of any intellectual property rights of any other person which has resulted directly TME’s use of the specification as submitted by the buyer.

3.6. TME reserve the right to make any changes to the specification of the goods which are required in order to conform with any statutory or other regulatory requirements applicable to the goods.

3.7. No order which has been accepted by TME may be cancelled by the buyer except with an agreement in writing from TME and then only on terms that the buyer shall indemnify TME in full against all loss, costs, damages, charges and expenses incurred to TME as a result of that cancellation.

3.8. No order which has been accepted by TME may be changed or altered by the buyer except with an agreement in writing from TME. TME at its discretion will be entitled to charge a 15% surcharge (15% of the full invoice value) and the buyer agrees to pay this.

3.9. TME do not supply demonstration or test instruments. All demonstration models or samples will be invoiced to the buyer on a 14 day sale or return basis. The buyer agrees that they are responsible for the condition of the goods whilst in their possession and if the goods are not returned with 14 days of receipt in their original condition, the buyer becomes liable for the full amount of the invoice and the goods will be deemed non returnable.

3.10. Our standard returns policy means you must contact us for a goods return number before returning any products for whatever reason. Failure by the buyer to do so may result in the items being returned to you without any action taken and you may incurr additional shipping costs.

4.1. The price shall be that as quoted by TME. Any quotation prices are only valid and guaranteed for a length of 30 days, after which time they may be altered by TME without giving notice to the buyer.

4.2. TME reserves the right, at any time before delivery, to increase the price to reflect any increase in the costs to TME which is due to any factor beyond TME’s control. TME also reserve the right to increase the price due to any change in delivery dates, quantities or the specifications which is that of a request of the buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give TME adequate or accurate information or instructions.

4.3. Unless otherwise stated in the terms of the order the price is given by TME is on an ex works basis. The Buyer shall be liable to pay TME’s charges for transport, packaging and insurance as set out in the order.

4.4. All prices are exclusive of any applicable value added tax, which the buyer agrees they shall be additionally liable to pay to TME.

5.1. TME shall be entitled to invoice the buyer for the price on the order at the time of or at any time after delivery of the goods or at the point the buyer wrongfully fails to take delivery of the Goods. If the goods are wrongfully declined TME shall at that point be entitled to invoice for the goods and tender of delivery of goods will be implemented.

5.2. The buyer agrees to either pay TME invoices prior to the goods being dispatched or for account customers within 14 days of the date of TME’s invoice unless otherwise agreed and sanctioned in writing between the buyer and TME. The time of payment of the invoice is the essence of the contract. Receipts for payment will be issued only upon request.

5.3. If the buyer fails to make the payment for the invoice on or by the due date then, without prejudice to any other right, TME shall be entitled to:

5.3.1. Cancel the contract or suspend any fulfilment of outstanding contracts in full or part.

5.3.2. Appropriate any payment made by the buyer towards the goods as TME may think fit (notwithstanding any purported appropriation by the buyer); and

5.3.3. Charge the buyer interest on the amount unpaid, at the rate of 5% per month until payment in full is made. Any part of a month will be treated as a full month purpose of calculating interest.

6.1. Delivery of the goods shall be made to the destination as displayed in the order. If no destination is specified in the order then the destination shall be deemed as the buyers normal registered offices.

6.2. In cases of sales made under an F.C.A, F.A.S. or F.O.B. agreement unless otherwise agreed the buyer agrees to supply TME the full details of nominate a carrier or vessel willing to receive the goods. The buyer agrees to do this within 14 days of the order being accepted by TME.

6.3. Any dates quoted for delivery of the goods are approximation dates only and TME shall not be liable for any early or late delivery of the goods however caused.

6.4. The buyer agrees that they shall accept part shipments from TME if TME stock levels disallow for a full shipment of the order to be completed.

6.5. Where the Goods are delivered in part shipments, each delivery shall constitute a separate contract and failure by TME to deliver any one or more of the instalments will not entitle the buyer to treat the contract as a whole as repudiated.

6.6. If TME fails to deliver the goods in whole or by instalments by the dates set out in the order or subsequent order updates TME’s liability shall be limited to the excess of the cost to the buyer, using the cheapest available means for similar goods to replace those not delivered.

6.7. If the buyer fails to take delivery of the goods or fails to give TME adequate instructions so as the delivery may be executed, then without prejudice to any other right or remedy available TME may :

6.7.1. Arrange storage of the goods until delivery is accepted by the buyer and charge the buyer for the reasonable costs (including insurance) of storage; or

6.7.2. Sell the goods at the best obtainable price and after deducting all reasonable storage and selling expenses invoice the buyer for the shortfall of the contract.

6.8. TME only arrange for delivery of goods on a standard basis, it is the responsibility of the buyer to arrange if required further insurance for the shipment and this will be at the buyers cost.

7.1. Risk and damage to or loss of goods passes to the buyer:

7.1.1. When goods being collected by the buyer are notified to the buyer as being ready to collect from the premises of TME.

7.1.2. When goods being delivered to a buyers designated destination are notified to the buyer by TME as being dispatched or in transit.

7.2. The ownership of goods shall not pass to the buyer until TME has been paid in full the price of the goods as stated on the invoice.

7.3. Until such times as ownership of the goods passes to the Buyer, the Buyer shall hold the goods as TME’s goods and shall keep the goods separate from those of the buyer and third parties and properly stored, protected and insured, but shall be entitled to resell or use the goods in the ordinary course of its business.

7.4. Until such time as the ownership of the goods passes to the buyer, providing the goods still exist and the buyer has not resold them, TME are entitled at any time to request the buyer to deliver up the goods to TME. If the Buyer fails to do so TME reserve the right to enter upon any premises of the buyer or any third party where the goods are stored and repossess the goods. The buyer at the point of repossession will be liable for all reasonable costs incurred by TME for the repossession process including but not limited to the appointment of a third party agent.

The Buyer shall be responsible at its own expense for:

8.1. Adhering to these terms and conditions and any agreed alterations as per the contract.

8.2. Returning goods in a prompt a reasonable fashion so as not to cause TME or its agents any unnecessary work load.

8.3. Indemnifying TME (and its employees and/or agents) in respect of any claims which may be made against TME (or its employees and/or agents) as a result of the disposal of such effluent or waste occasioned by the use of the goods.

9.1. Subject to the conditions set out in these terms and conditions TME offers no warranty on goods or service. Instead the individual manufacturer will warrant the goods subject to their own terms and conditions. The buyer is responsible for checking and adhering to the manufacturer’s warranty terms and for completing all warranty registrations required.

9.2. TME will not be liable for any loss whether direct or indirect or consequential or loss of profit or any damage as a result of:

9.2.1. Anny inaccurate or insufficient information or technical background given to TME by the buyer

9.2.2. Any failure to comply strictly with the instructions, advice or recommendations given to the buyer by TME or its manufacturers.

9.2.3. Any use or application of the goods for any purpose other than those detailed in the manufacturer’s specification.

9.2.4. Any breach of the obligations set out in these terms and conditions.

9.2.5. Any failure to comply with any applicable legislation or any guidelines issued by the Health and Safety Executive or other appropriate regulatory authority current at the time of use of the goods by the Buyer or any of its employees, agents or sub-contractors.

9.3. Subject as expressly provided in these terms and conditions, and except where the goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

9.4. Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the buyer are not affected by these terms and conditions.

10.1. If any claim is made against the buyer that the goods infringe or that their use or resale infringes any intellectual property rights of any other person, then TME shall be liable to reimburse the buyer all reasonable costs they incur, unless the claim arises from the use of any drawing, design or specification supplied by the buyer. The buyer shall give all assistance to TME as it may require and take such steps as TME may reasonably require to mitigate or reduce any losses, damages, costs or expenses for which TME is liable to indemnify the Buyer under this clause. The buyer will allow TME to take full control of all proceedings.

11.1. The buyer shall indemnify TME and keep it indemnified for the duration of the contract against all injury (including death) to any persons and any loss and/or damage as a result of any act, default or negligence by the buyer and its employees or agents and against all claims, demands, proceedings, damages, costs, charges and expenses whatsoever in respect thereof or in relation thereto.

12.1. If the buyer makes any voluntary arrangement with its creditors or becomes bankrupt or becomes subject to an administration order or goes into liquidation or TME reasonably apprehends that any of the events mentioned above is about to occur then TME shall be entitled to cancel the contract or suspend any further deliveries under the contract without any liability to the buyer, and if the goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.