Standard terms and conditions for the sale of goods and provision of services by Irruptus Limited, trading as Efficient IS.
Buying as a consumer, for personal use rather than for a business? Nothing in these terms affects your statutory rights under the Consumer Rights Act 2015 or your right to cancel most online orders within 14 days under the Consumer Contracts Regulations 2013 — see Clause 1.3 below, and our Delivery Information and Returns & Refunds Policy for how these work in practice. The great majority of orders placed with us are business and public sector purchases, for which those specific consumer protections don’t apply by law — Clause 1.3 explains which rules apply to which type of order.
1.1 The Supplier shall supply, and the Customer shall purchase, the Goods and Services in accordance with the quotation or accepted order, which shall be subject to these Terms and Conditions.
1.2 The Contract is to the exclusion of any other terms and conditions under which any quotation is accepted, or any order is made, by the Customer, unless expressly agreed in writing by the Supplier.
1.3 Most orders placed with the Supplier are made by a Customer acting in the course of a business, trade or profession (including public sector bodies) — this includes any order placed on behalf of, or for the purposes of, an organisation. Where the Customer is acting as a Consumer, nothing in these Terms and Conditions affects the Customer’s statutory rights under the Consumer Rights Act 2015 or the Consumer Contracts Regulations 2013, including the right to cancel most online orders within 14 days of delivery without giving a reason. Those specific statutory rights are given to individual consumers only and, as a matter of law, do not extend to a Customer acting otherwise than as a Consumer; for such Customers, cancellation, return and rejection of Goods are governed by these Terms and Conditions (in particular Clauses 4.5, 9 and 12), and by any specific terms agreed in the quotation or accepted order, rather than by the consumer cancellation and return rights described above.
2.1 In these Terms and Conditions, unless the context otherwise requires:
“Business Day” means any day other than a Saturday, Sunday or UK bank holiday.
“Commencement Date” means the commencement date for the Contract as set out in the quotation or accepted order.
“Confidential Information” means information disclosed by one Party to the other in connection with the Contract, whether orally or in writing or any other medium, and whether or not expressly marked as confidential.
“Contract” means the contract for the purchase and sale of the Goods and supply of the Services under these Terms and Conditions.
“Consumer” means an individual acting for purposes wholly or mainly outside that individual’s trade, business, craft or profession, as defined in the Consumer Rights Act 2015.
“Contract Price” means the price stated in the Contract payable for the Goods and/or Services.
“Customer” means the person or organisation who accepts a quotation or offer of the Supplier, or whose order is accepted by the Supplier.
“Delivery Date” means the date on which the Goods are to be delivered, as stipulated in the Customer’s order and accepted by the Supplier.
“Goods” means the goods (including any instalment of the goods, or any parts for them) which the Supplier is to supply under these Terms and Conditions.
“Services” means the services to be provided to the Customer as set out in the quotation or accepted order.
“Supplier” means Irruptus Limited, trading as Efficient IS, a company registered in Scotland under company number SC348425, registered office 41 Fairfield Place, East Kilbride, Glasgow, G74 5LP, and includes its employees and agents.
2.2 A reference to “writing” includes email and other electronic communication. A reference to a statute is a reference to that statute as amended or re-enacted from time to time. A reference to a Clause is a reference to a clause of these Terms and Conditions unless stated otherwise. Headings are for convenience only and don’t affect interpretation. Words importing the singular include the plural and vice versa, and references to any gender include every gender.
3.1 No employee or agent of the Supplier is authorised to make representations about the Goods or Services unless confirmed by the Supplier in writing. The Customer acknowledges it does not rely on any representation not so confirmed.
3.2 No variation to these Terms and Conditions is binding unless agreed in writing by authorised representatives of both Parties.
3.3 Sales literature, price lists and other documents issued by the Supplier are subject to change without notice and don’t constitute an offer capable of acceptance. No contract is binding on the Supplier until the earliest of: the Supplier’s written acceptance; delivery of the Goods; provision of the Services; or the Supplier’s invoice.
3.4 Any typographical, clerical or other accidental error in sales literature, a quotation, price list, order acceptance, invoice or other document issued by the Supplier may be corrected without liability to the Supplier.
4.1 No order is accepted by the Supplier unless and until confirmed in writing by an authorised representative.
4.2 The specification for the Goods is as set out in the Supplier’s sales documentation, unless a variation is expressly agreed. Goods are supplied only in the minimum units, or multiples of those units, stated in the Supplier’s price list; orders for other quantities will be adjusted accordingly.
4.3 Illustrations, photographs and descriptions in catalogues, brochures, price lists or other documents are a guide only and aren’t binding on the Supplier.
4.4 The Supplier may make changes to the specification of the Goods that are required to meet applicable safety, statutory or regulatory requirements, or, where Goods are supplied to the Customer’s own specification, that don’t materially affect their quality or performance.
4.5 An order accepted by the Supplier may not be cancelled by the Customer except with the Supplier’s written agreement, on terms that the Customer indemnifies the Supplier in full against any resulting loss, cost, damage, charge or expense.
5.1 From the Commencement Date, and in consideration of payment in accordance with Clauses 6 and 7, the Supplier will provide the Services identified in the quotation or accepted order.
5.2 The Supplier will perform the Services with reasonable care and skill.
5.3 The Supplier will use reasonable endeavours to complete its obligations under the Contract, but time is not of the essence in performing them unless expressly agreed otherwise in writing.
6.1 The price of the Goods and Services is the price in the Supplier’s current price list at the date the Customer’s order is accepted, or such other price as is agreed in writing.
6.2 Where the Supplier quotes a price outside its published price list, that price is valid for 7 days, or such other period as the Supplier specifies.
6.3 The Supplier may, by written notice at any time before delivery or provision, increase the price to reflect any increase in its costs due to factors beyond its control (for example currency fluctuation, duties, or a significant rise in the cost of labour or materials), or to reflect a change in delivery dates, quantities or specification requested by the Customer, or a delay caused by the Customer’s instructions or its failure to provide adequate information.
6.4 Unless stated otherwise in the quotation, accepted order or price list, prices include the Supplier’s standard packaging and transport charges within the UK.
6.5 Prices are exclusive of VAT and any other applicable tax or duty, which the Customer is additionally liable to pay.
7.1 Subject to any special credit terms agreed in writing, the Supplier will invoice the Customer for the Goods and Services on or after delivery, provision, or (where the Customer is to collect the Goods, or wrongfully fails to take delivery) once the Supplier has notified the Customer that the Goods are ready for collection or has tendered delivery.
7.2 The Customer shall pay the price (less any discount agreed by the Supplier, without any other deduction or set-off) within 30 days of the date of the Supplier’s invoice, or in accordance with any credit terms agreed in writing for the Contract. Payment is due on the due date regardless of whether delivery has taken place or title has passed. Time for payment is of the essence of the Contract.
7.3 Payments shall be made as indicated on the Supplier’s acceptance form or invoice.
7.4 The Supplier may request satisfactory credit references before accepting an order. If the Supplier is not satisfied as to the Customer’s creditworthiness at any time, it may give written notice that no further credit will be extended, in which case further Goods and Services will only be supplied against payment in advance, and any outstanding amounts become immediately payable.
8.1 Delivery is made by the Supplier delivering the Goods to the UK address specified in the quotation or accepted order, or, if no address is specified, by the Customer collecting the Goods from the Supplier’s premises once notified they’re ready.
8.2 The Delivery Date is approximate only and time for delivery is not of the essence unless the Supplier agrees otherwise in writing. Goods may be delivered ahead of the Delivery Date on reasonable notice.
8.3 If the Customer fails to take delivery, or fails to provide instructions, documents or consents needed to enable delivery, on the Delivery Date, the Supplier may store the Goods (at the Customer’s cost, including insurance) on written notice; risk in the Goods passes to the Customer and delivery is deemed to have taken place from that point.
8.4 From the Commencement Date, the Supplier will provide the Services identified in the quotation or accepted order in accordance with these Terms and Conditions.
9.1 If the Supplier fails to deliver the Goods or provide the Services on the Delivery Date or Commencement Date, for reasons within its control and not caused by the Customer or its carrier, and the Customer gives written notice within 7 Business Days of that date, the Supplier will have a further 30 Business Days to deliver or provide them. If it still fails to do so, the Customer may cancel that part of the order; the Supplier’s liability is limited to the reasonable additional cost, if any, of the Customer obtaining equivalent goods or services elsewhere.
10.1 Risk in the Goods passes to the Customer: on collection from the Supplier’s premises once notified they’re ready; on delivery, or on tender of delivery if the Customer wrongfully fails to take it; or, where the Supplier is installing the Goods, once the Supplier confirms installation is complete.
10.2 Ownership of the Goods does not pass to the Customer until the Supplier has received payment in full, in cleared funds, for those Goods and any other goods or services supplied to the Customer, regardless of how the debt arose.
10.3 Until ownership passes, the Customer holds the Goods as bailee for the Supplier, must store them separately, keep them identifiable as the Supplier’s property, and insure them against loss or damage.
10.4 If the Customer sells or transfers the Goods before ownership has passed, the proceeds due to the Supplier are held by the Customer on the Supplier’s behalf, kept separate from other funds, and clearly identified as such.
10.5 The Customer may not pledge or charge the Goods as security while they remain the Supplier’s property. If it does, any amount owed to the Supplier becomes immediately due and payable.
10.6 The Supplier may enter the Customer’s premises during normal business hours, on reasonable notice, to recover or inspect Goods in which it retains title.
10.7 The Customer’s right to possession of Goods in which the Supplier retains title ends if the Customer breaches these Terms and Conditions materially, or becomes subject to any insolvency, administration, liquidation, receivership or equivalent process.
11.1 The Supplier may assign the Contract, or any part of it, without the Customer’s consent.
11.2 The Customer may not assign the Contract, or any part of it, without the Supplier’s prior written consent.
12.1 If Goods are defective on delivery and the Customer either refuses delivery or gives written notice of the defect within 2 Business Days, the Supplier will, at its option, replace the defective Goods within 30 Business Days or refund the price of the affected Goods, with no further liability.
12.2 Goods may not be returned without the Supplier’s prior written agreement. Where the Supplier accepts that returned Goods have a defect not apparent on inspection, it will replace them free of charge or, at its discretion, refund or credit the price, with no further liability.
12.3 The Supplier isn’t liable for defects arising from fair wear and tear, wilful damage, negligence, abnormal conditions, failure to follow the Supplier’s instructions, unauthorised modification, or misuse.
12.4 Goods returned other than under Clauses 12.1 or 12.2 may be credited at the Supplier’s sole discretion, without obligation to do so.
12.5 Except as set out in these Terms and Conditions, and except where the Goods are sold under a consumer sale, all warranties and conditions implied by statute or common law are excluded to the fullest extent permitted by law.
12.6 The Customer is responsible for ensuring its use or resale of the Goods complies with all applicable statutory and regulatory requirements, and will indemnify the Supplier against any loss arising from its failure to do so.
13.1 If the Customer fails to pay by the due date, the Supplier may, without prejudice to any other right: cancel the order or suspend further deliveries; apply any payment received to whichever Goods, Services or invoices it considers appropriate; and charge interest on the overdue amount at 5% per annum above the Bank of England base rate, accruing daily until paid.
13.2 This Clause applies if the Customer breaches the Contract, becomes subject to insolvency, administration, receivership or liquidation proceedings, or the Supplier reasonably believes any of these is about to occur and notifies the Customer accordingly.
13.3 Where Clause 13.2 applies, the Supplier may cancel the Contract or suspend further deliveries without liability to the Customer, and any sums owed for Goods already delivered become immediately due and payable.
14.1 The Supplier is not liable for any loss of profit or any indirect or consequential loss, damage, cost or expense arising out of or in connection with the supply of the Goods and Services.
14.2 All warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law, save for those which cannot lawfully be excluded (including, for consumer sales, the conditions implied by the Consumer Rights Act 2015).
14.3 The Customer will indemnify the Supplier for loss or damage to equipment (including that of third parties) caused by the Customer, its agents or employees.
14.4 Where the Customer consists of two or more persons, their obligations under the Contract are joint and several.
14.5 The Supplier isn’t liable for any delay or failure to perform its obligations caused by something beyond its reasonable control.
14.6 Nothing in these Terms and Conditions excludes or limits the Supplier’s liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be excluded or limited.
14.7 Subject to Clause 14.6, the Supplier’s total liability arising in connection with the Contract, however arising, is limited to the Contract Price, and the Supplier isn’t liable for loss of profit, loss of business, or loss of goodwill, whether direct or indirect.
15.1 Each Party will keep the other’s Confidential Information confidential, use it only for the purposes of the Contract, and not disclose it to any third party, except as permitted under Clause 15.2, for the duration of the Contract and for one year afterwards.
15.2 A Party may disclose Confidential Information to its sub-contractors, suppliers, employees, or officers to the extent reasonably necessary for the Contract, or where required by law or a regulatory body, subject to that recipient being made aware of its confidential nature. Confidential Information that is or becomes public knowledge through no fault of the receiving Party is not subject to this Clause.
15.3 This Clause survives termination of the Contract for any reason.
16.1 Notices under the Contract must be in writing and signed by, or sent on behalf of, an authorised representative of the sending Party.
16.2 A notice is treated as given: on delivery, if delivered by hand or courier during normal business hours; on transmission, if sent by email with no delivery failure notice received; or five Business Days after posting by first class UK mail.
16.3 Notices should be sent to the most recent address, email address or contact details notified by the other Party.
Neither Party is liable for any failure or delay in performing its obligations caused by something beyond its reasonable control, including power or internet failure, industrial action, civil unrest, fire, flood, extreme weather, acts of terrorism or war, or government action.
A failure by either Party to enforce any provision of the Contract doesn’t waive its right to enforce that or any other provision later, and doesn’t waive any earlier or later breach.
If any provision of these Terms and Conditions or the Contract is found unlawful, invalid or unenforceable, that provision is treated as removed, and the remainder continues in full force and effect.
A person who isn’t a party to the Contract has no rights under it pursuant to the Contracts (Rights of Third Parties) Act 1999.
21.1 These Terms and Conditions and the Contract (including any non-contractual matters arising from them) are governed by the laws of England and Wales.
21.2 Any dispute arising from these Terms and Conditions or the Contract falls within the exclusive jurisdiction of the courts of England and Wales.
If you have any questions about these terms, contact us on 0845 095 3600 or info@efficient-is.co.uk. See also our Delivery Information, Returns & Refunds Policy and Privacy Policy.
Find our work useful? Add us as a preferred source on Google.