1.    TERMS & CONDITIONS

TERMS & CONDITIONS OF TECHNICAL MATERIALS COMPANY (TRADING AS TechMaterials, The Acoustic Company, acousticpanels.co.uk)

This document sets out the terms and conditions on which we, the TECHNICAL MATERIALS COMPANY (Trading as TechMaterials, The Acoustic Company, acousticpanels.co.uk) offer to deal with you, our customer. They supersede any earlier conditions (including any appearing in our catalogues or web-files). They govern all contracts under which we supply to businesses. They override any terms proposed by you whether in the order or in any negotiations or otherwise.

2.    Price & Payments

The price payable for the Goods that you order is clearly set out on our website’ or within the quotation, or the Price is as set out in the order.

It is possible that the price may have increased from that posted on our Website or the quotation or the order. If that happens, we will not despatch the Goods until you have confirmed that you wish to buy at the new price.

For goods sold in the UK, prices are subject to VAT at the prevailing rate and this is shown on your order, quote, and or invoice.

Bank charges by the receiving bank on payments to us will be borne by us. All other charges relating to payment in a currency other than pounds Sterling will be borne by you.

Any information given by us in relation to exchange rates are approximate only and may vary from time to time.

If, by mistake, we have under-priced Goods, we will not be liable to supply that those Goods to you at the stated price, provided that we notify you before we dispatch it to you.

The price of the Goods does not include the delivery charge which will be charged at the rates applicable at the date you place your order, and which will be displayed on your order.

If we owe you money (for this or any other reason), we will credit your credit or debit card as soon as reasonably practicable but, in any event, no longer than 7 working days.

We may, at our discretion, give trade organisations a credit limit. If you ever owe us more than the credit limit, we may request immediate payment and stop delivery of goods even if you have ordered them and we have accepted your order. We may also withdraw other credit facilities at any time or ask you to provide security (including for what you already owe).

Prices quoted by us are valid for no more than thirty days from the date of the quotation. We may increase prices and change packaging and specifications. VAT is to be added to all applicable goods & services.

All orders are to be paid for at the time of order unless a trade account has been agreed in advance and in writing.

All invoices are strictly payable no later than on-demand or the credit terms which we have agreed in writing We may charge interest at the rate of 2.5% per month (calculated daily) upon all overdue balances. We may also charge £100 per invoice and the reasonable costs of recovery.

Time for payment is of the essence and if not made on time, then all sums owed by you shall forthwith become due and payable, as they shall if you are or become insolvent.

We may also retain a general lien on any equipment or other goods in our possession for any unpaid debt which you owe to us.

3.    Delivery & Collection

Any time which we propose for supply is only an estimate. If we do not meet it, we shall not be in breach of contract. We may postpone any supply for a reasonable time. We are not responsible for consequential losses.

Goods are delivered or made ready for collection within 30 days from the day you place an order to purchase the Goods. If we are not able to deliver your Goods within [30] days of the date of your order, we shall notify you by e-mail to arrange another date for delivery.

Deliveries will be made by the Carrier or courier to the address stipulated in your order.

We may deliver the Goods in installments if they are not all available at the same time for delivery.

Goods are sent at our risk until signed for by you or by any other person at the address you have given to us.

All Goods must be signed for on delivery by an adult aged 18 years or over. If no one of that age is at the address when the delivery is attempted the Goods may be retained by the driver.

You must ensure that any person acknowledging receipt of a supply is authorised to do so. You agree that the signature of delivery is conclusive proof of safe delivery.

When your Goods arrive, it is important that you check immediately the condition and quantity. If your Goods have been damaged in transit, you must refuse the delivery and immediately contact us so that we may dispatch a replacement quickly and minimise your inconvenience.

Signing “Unchecked”, “Not Checked” or similar is not acceptable. If goods are signed for damage, then you (the customer) will be liable for any replacements or repairs.

Goods are sent by post. We will send you a message by email to tell you when we have despatched your order.

If we agree with you to deliver on a particular day or at a particular time, we will do our best to comply. But no time given is to be treated as contractual. So, we are not liable to you for any expense or inconvenience you incur on account of delayed delivery or non-delivery.

Some Goods will be delivered directly from the manufacturer who will contact you to arrange delivery. When delivery of the Goods has been arranged directly with the manufacturer, you will be subject to the manufacturer’s delivery policy.

Some Goods are so large and heavy that delivery times may be slightly longer. In this case, approximate delivery dates will be given when you place your order.

Time for delivery specified on the order, if any, is an estimate only and time shall not be of the essence.

We are happy for you to collect the goods from our factory provided you make an appointment in advance and payment has been received into our bank (or credit terms agreed) A cheque on arrival is not acceptable.

If you pick up Goods from our premises, then:

• Goods are at your risk from the moment they are picked up by you or your Carrier from our factory.
• you agree that you are responsible for everything that happens after you take possession of the Goods, both on and off our premises, including damage to property of any sort, belonging to any person.

If you do not accept delivery, we may store the goods and charge you for the reasonable costs of storage and insurance.

4.    Liability for subsequent defects

You must ensure that any goods which you order will be suitable for the purpose for which they are proposed to be used, and you must not rely on any information (including specification) which we provide, which is a guide only.

We agree that the goods which we supply will be of satisfactory quality by reference to the quality of goods normally supplied by us.

Please examine the Goods received from us immediately you receive them. If you do not tell us of any manufacturing defect or problem within 24 hours of receipt of the Goods, we shall assume that you have accepted them.

The procedure to return the faulty Goods is as follows:

• the Goods must be returned to us as soon as any defect is discovered but not later than One month from receipt by you.
• before you return the Goods to us, please carefully re-read the instructions and check that you have assembled it correctly, complied with any provisions relating to the product.
• Contact us (contact details available on the relevant website) and we will arrange the collection of the goods.
• Returned goods must be packed in the same way you received them.

If any defect is found, then we shall repair or replace the Goods.

Except for death or personal injury arising from the negligence for which we are legally liable, we shall have no liability in respect of any alleged defective product beyond replacing it (if that is reasonable) or (if it is not) refunding the price. We shall not be liable for any other loss, whether it be direct, indirect, consequential, or incidental injury, or for any failure to meet any standards or requirements as to or measuring noise.

5.    Cancelations & Refunds

Due to the bespoke nature of our products, no order that we accept can be canceled by you unless we agree in writing. Any goods which we agree to accept back must be returned at your expense in reasonable condition accompanied by a goods return note stating our advice note number and invoice number.

Any cancellations agreed will be notified in writing and a credit note or refund issued within 7 working days.

6.    Disclaimers

The law differs from one country to another. This paragraph applies to sales throughout the EU.

All implied conditions, warranties, and terms are excluded from this agreement. If in any jurisdiction an implied condition, warrant or term cannot be excluded, then this sub paragraph shall be deemed to be reduced in effect, only to the extent necessary to release that specific condition, warranty, or term.

We make no representation or warranty for:

• any implied warranty or condition as to merchantability or fitness of the Goods for a particular purpose.
• the adequacy or appropriateness of the Goods for your purpose.
• We claim no expert knowledge in any subject. We disclaim any obligation or liability to you arising directly or indirectly from information you take from Our Website.

You agree that in any circumstances when we may become liable to you, the limit of our liability is the amount you have paid us in the immediately preceding 12-month period for the Goods concerned.

We shall not be liable to you for any loss or expense which is:

• indirect or consequential loss; or
• economic loss or other loss of turnover, profits, business, or goodwill, even if such loss was reasonably foreseeable or we knew you might incur it.

This paragraph (and any other paragraph which excludes or restricts our liability) applies to our directors, officers, employees, subcontractors, agents, and affiliated companies (who may enforce this provision under the Contracts (Rights of Third Parties) Act 1999 / Contracts (Rights of Third Parties) (Scotland) Act 2017, as well as to us.

If you become aware of any breach of any term of this agreement by any person, please tell us by Email. We welcome your input but do not guarantee to agree with your judgment.

7.    Risk & Title

Risk in respect of all supplies shall pass on delivery.

Title in any goods supplied shall not pass until you pay the price in cleared funds and any other debt which you owe us for goods which we supplied or have agreed to supply. You must store our goods in such a way that they can easily be identified as being our property. Unless you are or become insolvent, then you may re-sell the goods in the ordinary course of business, but if you have not paid us then you must keep the proceeds of sale separate from other funds and pay it to us.

8.    Intellectual property & Brand

Unless we agree in writing in advance of supply you must not: –

• re-sell or use goods which we supply under your own brand or remove any branding which we apply to them.
• use or copy any marketing material created by us.
• use the trade names or marks (or anything containing it) in any form on products or any marketing or other material which we have not supplied or agreed to.
• cause or threaten to cause confusion between our business or goods supplied by us (whether supplied to you or not) and the business or products or services of others.
• pay or deliberately procure that you or anyone else has a higher search ranking in any online search engine than we do for our own products or the name or mark.
• assign any contract with us or suggest that any third party may rely on it.
• use or disclose any confidential or secret information which belongs to us.
• copy products which we supply to you or get others to do so.
• deal with us other than during your business.
• The content found on this and any other website related to Technical Materials Company is copyright Technical Materials Company. All rights are expressly reserved. Content includes but is not exclusive to images, text, sound and video files, programs, and scripts.

9.    WEBSITE & CONTENT USE

The content of this website(s) may be accessed, printed, and downloaded in an unaltered form (including being stretched, compressed, coloured, or altered in any way to distort Content from its original proportions or format) with copyright acknowledged, on a temporary basis for personal study so long as it is not for a direct or indirect commercial use and for any non-commercial use.

All data sheets and brochures should be used as a guide only and may not be suitable for every job. We offer free telephone advice and on-site consultation if needed.

Users must obtain prior written consent from Technical Materials Company to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any of the information, software or services contained on this or any other website related to Technical Materials Company.

By using Technical Materials Company sites or services, you agree that you are prohibited from using any part of such service for any illegal purpose.

Access

Technical Materials Company will endeavor to allow uninterrupted access to this website and its content; however, access to the website may be suspended, restricted, or terminated at any time without prior notification.

The company reserves the right to change, modify, substitute, suspend or remove without notice any information or service detailed on this website from time to time.

Your website account with us

You agree that you have provided, and will continue to provide accurate, up to date, and complete information about yourself. We need this information to provide you with the Goods.

If you use Our Website, you are responsible for maintaining the confidentiality of your account and password and for preventing any unauthorised person from using your account.

You agree to accept responsibility for all activities that occur under your account or password. You should tell us immediately if you believe some person has accessed your account without your authority and log in to your account and change your password.

Restrictions on what you may Post to Our Website

You agree that you will not use or allow anyone else to use Our Website to Post Content that is or may:

• be malicious or defamatory.
• consist in commercial audio, video, or music files.
• be illegal, obscene, offensive, threatening, or violent.
• be sexually explicit or pornographic.
• be likely to deceive any person or be used to impersonate any person, or to misrepresent your identity, age, or affiliation with any person.
• give the impression that it emanates from us or that you relate to us or that we have endorsed you or your business.
• solicit passwords or personal information from anyone.
• be used to sell any goods or services or for any other commercial use.
• include anything other than words (i.e., you will not include any symbols or photographs) except for a photograph of yourself in your profile in such place as we designate.
• link to any of the material specified above, in this paragraph.
• send age-inappropriate communications or Content to anyone under the age of [18].

Your Posting: restricted content

In connection with the restrictions set out below, we may refuse or edit or remove a Posting that does not comply with these terms.

In addition to the restrictions set out above, a Posting must not contain:

• hyperlinks, other than those specifically authorised by us.
• keywords or words repeated, which are irrelevant to the Content Posted.
• the name, logo, or trademark of any organisation other than yours.
• inaccurate, false, or misleading information.

How we handle your Content

Our privacy policy is strong and precise. It complies fully with the Data Protection Act 2018.

If you Post Content to any public area of Our Website, it becomes available in the public domain. We have no control over who sees it or what anyone does with it.

Even if access to your text is behind a user registration it remains effectively in the public domain because someone has only to register and log in, to access it. You should therefore avoid Posting unnecessary confidential information.

[You now irrevocably authorise us to publish feedback, comments, and ratings about your activity through Our Website, even though it may be defamatory or critical].

Posting content of any sort does not change your ownership of the copyright in it. We have no claim over it, and we will not protect your rights for you.

You understand that you are personally responsible for your breach of someone else’s intellectual property rights, defamation, or any law, which may occur because of any Content having been Posted by you.

You accept all risk and responsibility for determining whether any Content is in the public domain and not confidential.

Please notify us of any security breach or unauthorised use of your account.

Removal of offensive Content

For the avoidance of doubt, this paragraph is addressed to any person who comes on Our Website for any purpose.

We are under no obligation to monitor or record the activity of any customer for any purpose, nor do we assume any responsibility to monitor or police Internet-related activities. However, we may do so without notice to you and without giving you a reason.

If you are offended by any Content, the following procedure applies:

• Your claim or complaint must be submitted to us in the form available on Our Website or contain the same information as that requested in our form. It must be sent to us by post or email.
• we shall remove the offending Content as soon as we are reasonably able.
• after we receive notice of a claim or complaint, we shall investigate so far as we alone decide.

We may re-instate the Content about which you have complained or not.

• In respect of any complaint made by you or any person on your behalf, whether using our form of complaint or not, you now irrevocably grant to us a licence to publish the complaint and all ensuing correspondence and communication, without limit.

You now agree that if any complaint is made by you frivolously or vexatiously you will repay us the cost of our investigation including legal fees, if any.

Security of Our Website

If you violate Our Website, we shall take legal action against you.

You now agree that you will not, and will not allow any other person to:

• modify, copy, or cause damage or unintended effect to any portion of Our Website, or any software used within it.
• link to Our Website in any way that would cause the appearance or presentation of the site to be different from what would be seen by a user who accessed the site by typing the URL into a standard browser.
• download any part of Our Website, without our express written consent.
• collect or use any product listings, descriptions, or prices.
• collect or use any information obtained from or about Our Website or the Content except as intended by this agreement.
• aggregate, copy or duplicate in any manner any of the Content or information available from Our Website, other than as permitted by this agreement or as is reasonably necessary for your use of Our Website.
• share with a third party any login credentials to Our Website.

Despite the above terms, we now grant a licence to you to:

create a hyperlink to Our Website for the purpose of promoting an interest common to both of us. You can do this without specific permission. This licence is conditional upon you are not portraying us or any product or service in a false, misleading, derogatory, or otherwise offensive manner. You may not use any logo or other proprietary graphic or trademark of ours as part of the link without our express written consent.

you may copy the text of any page for your personal use in connection with the purpose of Our Website.

We assume no responsibility for the content or services of any other websites to or from which this Website has links.

Security of your credit card

We take care to make Our Website safe for you to use.

Card payments are not processed through pages controlled by us. We use one or more online payment service providers who will encrypt your card or bank account details in a secure environment.

If you have asked us to remember your credit card details in readiness for your next purchase or subscription, we will securely store your payment details on our systems. These details will be fully encrypted and only used to process your automatic monthly payments or other transactions which you have initiated.

Indemnity

You agree to indemnify us against all costs, claims, and expense arising directly or indirectly from:

• your failure to comply with the law of any country.
• your breach of this agreement.
• any act, neglect, or default by any agent, employee, licensee, or customer of yours.
• a contractual claim arising from your use of the Goods.
• a breach of the intellectual property rights of any person.

COMPANY INFORMATION

Further queries regarding the content on this or any other site related to Technical Materials Company should be directed to:

Technical Materials Company

Unit D

Halesfiled 10

Telford Shropshire

United Kingdom

Telephone: +44 (0)1952 947 390

Date: [date]