Privacy & Policy

Definitions:

“buyer” means the person firm or company which places the order with the seller. 

“Contract” means the contract between the buyer and seller for the sale and purchase of the goods as provided under these Terms. 

“force majeure event” means an event or circumstance beyond a party’s reasonable control including but not limited to failure or delay in performance by suppliers of the seller. 

“goods” means the articles or things or any of them described in the order. 

“order” means the order placed by the buyer for the supply of the goods. 

“seller” means Meta Sleep Ltd. “Specification” means, subject to clause 3, any specification expressly approved in writing by a director of the seller and otherwise, in relation to any goods, means goods having the product code or reference of the seller indicated in the Contract. 

“Terms” means these Trading Terms and Conditions.

Unless otherwise expressly agreed in writing by the seller these conditions, which supersede any earlier conditions appearing in the seller’s catalogue or elsewhere, shall override any terms and conditions stipulated, incorporated, or referred to by the buyer whether in the order or in any negotiations. Any quotation issued by the seller shall not constitute an offer and shall be valid (unless earlier withdrawn at any time) for up to 30 days. The order constitutes the buyer’s offer to purchase the goods on these Terms and shall be binding on the seller only when accepted by the issue of a written acknowledgment or delivery of the goods. All guarantees, warranties or conditions (including without limitation any conditions as to quality or fitness for any particular purpose) whether express or implied by statute, common law or otherwise are excluded and shall not apply to the Contract save where such exclusions are prohibited by the Unfair Contract Terms Act 1977 or otherwise under the governing law.

  1. Goods delivered shall be materially in accordance with the Specification. Descriptions, drawings and particulars of weights, dimensions or materials indicated in catalogues, advertising and brochures or the like provided by or for the seller are intended only to give an approximate idea of the goods in question. The use of such information shall not constitute a sale by description or have any contractual force. The seller reserves the right to make minor changes to the specification, description or design of the goods which are not material in their general use to comply with any law or regulation or generally to improve the goods in any respect. The seller’s employees and agents have no authority to make any representation, statement or report not contained in or incorporated into the quotation or Contract by the seller and the seller shall not be bound by any such unauthorised representation, statement or report unless confirmed in writing by a director of the seller.
  2. To comply with current legislation, cash payment cannot be accepted for orders or to a value in excess of €10,000 or £8,000 (inclusive of VAT).
  3. Save where it is agreed in the Contract that the buyer or its agents shall collect the goods, the seller shall deliver the goods to the location set out in the order or such other location as the parties may agree. The seller shall endeavour to deliver or make available for collection the goods on any date or within any timescale indicated by the seller but any dates indicated for delivery are approximate only and the time of delivery is not of the essence. The seller will notify the buyer orally or in writing in advance of the arrival of the goods at the premises of the buyer during normal working hours or when the goods are available for collection. If the seller delivers the goods, the buyer shall be responsible for unloading the goods and in the event that the buyer fails to offload the goods within 30 minutes (or within 3 hours in the case of a delivery of a container) or a reasonable time from their arrival at the delivery location at the time so specified the buyer shall be liable to the seller for the additional costs incurred by the seller. The seller shall not be liable for any delay in delivery of or making available the goods that is caused by a force majeure event or the buyer’s failure to provide the seller with adequate delivery instructions or any other instructions that are relevant to the supply of the goods. If the seller fails to deliver or make available the goods, its liability shall be limited to the costs and expenses incurred by the buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the goods.
  4. If the buyer fails to accept delivery of or collect the goods within three business days of the seller notifying the buyer that the goods are ready, then, except where such failure or delay is caused by a force majeure event or the seller’s failure to comply with its obligations under the Contract, delivery of the goods shall be deemed to have been completed at 9.00 am on the third business day after the day on which the seller notified the buyer that the goods were ready. The seller may store the goods until delivery takes place and charge the buyer for all related costs and expenses (including insurance). If after ten business days from the day on which the seller notified the buyer that the goods were ready for delivery the buyer has not accepted delivery of them, the seller may resell or otherwise dispose of part or all of the goods.
  5. If the seller delivers up to and including 5% more or less than the quantity of goods ordered, the buyer may not reject them but on receipt of notice from the buyer that the wrong quantity of goods was delivered, a pro rata adjustment shall be made to the order invoice. The seller may deliver the goods by installments which shall be invoiced and paid for separately. Any delay in delivery or defect in an installment shall not entitle the buyer to cancel any other installment. Orders may only be cancelled with the consent of the seller and subject to reimbursement of the costs of cancellation. If goods are returned because they were ordered in error or are not required by the buyer and the seller agrees to the cancellation of the order, the seller reserves the right to apply a handling charge of 20% of the value of goods returned.
  6. Any spare parts required by the buyer are chargeable and delivery is subject to availability provided that the seller will not charge for the necessary replacement of defective fittings. The seller may agree to provide replacement goods or spare parts for goods ordered. In such circumstances the seller will only deliver such replacements and/or spare parts to the UK business address of the buyer.
  7. Neither party shall be in breach of contract nor liable for delay in performing or failure to perform any of its obligations under the Contract (other than an obligation to make payment when due) if such delay or failure results from a force majeure event. If the period of delay or non-performance continues for three months, the party not affected may terminate this Contract by giving 30 days’ written notice to the affected party.
  8. The price of the goods shall be the price quoted by the seller or, if no price is quoted, the price set out in the seller’s published price list in force as at the date of delivery. The seller may, on giving reasonable notice to the buyer at any time, increase the price of the goods to reflect any increase in the cost of supplying the Goods due to any factor beyond the seller’s control (including foreign exchange fluctuations and increases in taxes and duties or prices of suppliers) or any request by the Customer to change the delivery date, quantity or description of the goods ordered.
  9. Delivery charges to the delivery location approved by the seller are included in the price except where otherwise stated by the seller or agreed in relation to any Contract. Prices exclude VAT. The seller may invoice the buyer for the goods on or at any time after delivery. Payment shall be made in accordance with the terms notified or approved by the seller and in any event unless otherwise expressly agreed in writing the buyer shall pay the invoice in full without set off and shall place the seller in cleared funds by the end of the month following the month the invoice was dated. Time of payment is of the essence. In the event of late payment, the seller shall be entitled to interest on the amount outstanding at the rate of 4% above the base rate of Barclays Bank PLC from time to time in force, calculated from day to day before and after judgment from the date the payment falls due until payment.
  10. All delivery documentation (invoice, delivery and return notes) should be checked and signed by the buyer and the driver delivering the order. In the event that the actual quantity of goods delivered falls short of the quantity specified in the delivery documentation, the actual quantity delivered should be recorded on the delivery documentation and countersigned by the buyer and the driver delivering the goods. In the event of a container delivery, the driver shall also record the container Seal Number and whether the container is “Seal Broken” or “Seal Intact” on delivery.
  11. The buyer shall inspect the condition of the goods as soon as possible after delivery and shall within 48 hours from such inspection and in any event within five business days notify the seller of any apparent damage or defect or missing items by reason of which the seller believes that the goods delivered are not in accordance with the Contract. In order to be verified by video evidence, shortages need to be notified within 48 hours of delivery. Any goods which are the subject of a claim by the buyer shall be retained by the buyer and made available for inspection by the seller on request. Goods should not be returned by the buyer without the prior consent of the seller in writing. The seller may, at its option, repair or replace defective goods or refund the price of any defective goods.
    Loss or damage in transit 
    • a) If Goods are received damaged or short delivered, the Customer shall sign the carrier’s sheet strictly in accordance with the actual condition. In addition, complaints for such damage and other complaints and claims in respect of partial loss, damage, deviation, miss-delivery or delay, must be made in writing or email to the Company within 3 days of receipt of Goods, otherwise no claim can be accepted.
    • b) If Goods are not received within 7 days of invoice, the Customer must notify the Company in writing. Notifications not received within 11 days of invoice will not be accepted.
    • c) Any liability which the Company may incur for loss of or damage to the Goods whilst in transit shall in no case exceed the invoice value of the Goods (excluding VAT) and in no circumstances shall the Company be liable for any loss of profits or any indirect or consequential loss however caused.
  12. Nothing in these Terms shall limit or exclude the seller’s liability for: death or personal injury caused by its negligence or the negligence of its employees, agents or subcontractors; fraud or fraudulent misrepresentation; breach of the terms implied by section 12 of the Sale of Goods Act 1979; or defective products under the Consumer Protection Act 198.
  13. Subject to clause 14 of these Terms: (a) the seller shall under no circumstances whatsoever be liable to the buyer, whether in contract, tort (including negligence) or otherwise, for any loss of profit, loss of business or loss of contracts (in each case whether directly or indirectly arising) or for any indirect or consequential loss of any nature arising under or in connection with the Contract; and (b) the seller’s total liability to the buyer in respect of all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), or otherwise, shall in no circumstances exceed 300% of the price of the goods ordered in the Contract.
  14. Unless otherwise agreed in the Contract, the goods shall be at the buyer’s risk from the time of delivery to the delivery location.
  15. Title to the goods shall not pass to the buyer until the earlier of: 
    • a) the seller receiving payment in full (in cash or cleared funds) for the goods; or
    • b) the buyer reselling the goods in the ordinary course of its business, in which case title to the goods shall pass to the buyer at the time specified in clause 19.
  16. Until title to the goods has passed to the buyer, the buyer shall:
    • a) store the goods separately from all other goods held by the buyer so that they remain readily identifiable as the seller’s property;
    • b) not remove, deface or obscure any identifying mark or packaging on or relating to the goods;
    • c) maintain the goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
    • d) notify the seller immediately if it becomes subject to any of the events listed in clause 21; and
    • e) give the seller such information relating to the goods as the seller may require from time to time.
  17. Subject to clause 20, the buyer may resell or use the goods in the ordinary course of its business (but not otherwise) before the seller receives payment for the goods. However, if the buyer resells the goods before that time: 
    • a) it does so as principal and not as the seller’s agent; and
    • b)title to the goods shall pass from the seller to the buyer immediately before the time at which resale by the buyer occurs.
  18. If before title to the goods passes to the buyer the buyer becomes subject to any of the events listed in clause 20, then, without limiting any other right or remedy the seller may have:
    • a) the buyer’s right to resell the goods or use them in the ordinary course of its business ceases immediately; and
    • b) the seller may at any time: require the buyer to deliver up all goods in its possession that have not been resold, or irrevocably incorporated into another product; and if the buyer fails to do so promptly, enter any premises of the buyer or of any third party where the goods are stored in order to recover them.
  19. The buyer warrants that it is not at the time of entering into this agreement insolvent, and that it knows of no circumstances which would entitle any creditor to appoint a receiver or to petition for winding up or bankruptcy or to exercise any other rights over or against its assets.
  20. If a buyer has not traded with the seller for more than 12 months, the buyer shall complete and deliver to the seller a copy of the seller’s New Customer Detail Form. The buyer warrants and represents to the seller that to the best of the buyer’s knowledge and belief all information provided in such form is true and complete and agrees to notify the seller without delay in the event that any such information ceases to be correct in any material respect. The buyer also acknowledges and agrees to comply with the seller’s operating procedures a copy of which is included with these Terms or is otherwise available on request. In the case of any Contract for the sale of goods for export where it is agreed that the Contract shall be governed by terms provided under any “INCOTERM” which is inconsistent with these Terms, the term agreed under the relevant INCOTERM shall prevail.
  21. The Contract and any dispute of claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales whose courts shall have exclusive jurisdiction in relation to any such dispute or claim.