284 Technologies | Our Terms & Conditions
Effective Date: April 1st, 2021
Terms & Conditions of Sale
1. Definitions
1.1 "Company" refers to 284 Technologies Limited.
1.2 "Customer" refers to the entity receiving the quote and placing an order with the Company.
1.3 "Goods" refers to products and services.
1.4 "Supplier" refers to any third party from whom the Company sources Goods.
1.5 "Subcontractor" refers to any third party engaged by the Company to provide Goods.
2. Scope of Agreement
2.1 These terms and conditions ("Terms") apply to all quotes issued by the Company and any subsequent orders placed by the Customer.
2.2 No other terms or conditions shall apply unless expressly agreed in writing by the Company.
3. Broker Role of the Company
3.1 The Company operates as a broker, facilitating the provision of Goods and services from various Suppliers and Subcontractors to the Customer.
3.2 Unless otherwise stated the Company does not manufacture, own, or hold title to any of the Goods, nor does it directly provide the services quoted. All Goods and services quoted are sourced from third-party Suppliers or Subcontractors.
3.3 The Company’s role is limited to sourcing, quoting, and coordinating the delivery of Goods and services on behalf of the Customer, based on the specifications and requirements provided by the Customer.
3.4 The Company does not make any recommendations or provide any advice regarding the suitability of the Goods or services for the Customer’s needs. The Customer is solely responsible for ensuring that the specifications and requirements provided to the Company accurately reflect its needs and expectations.
4. Quotations and Orders
4.1 All quotes issued by the Company are valid for 30 days unless otherwise specified.
4.2 Orders placed by the Customer constitute acceptance of these Terms and the binding agreement between the parties.
4.3 The Company reserves the right to accept or reject any order at its discretion.
4.4 If a quote is issued directly by the Supplier to the Customer, whether facilitated by the Company or not, the Supplier's terms and conditions shall apply to the order, and the Company shall have no liability for the terms under which the Supplier agrees to provide the Goods or services. The Customer is responsible for reviewing and accepting the Supplier's terms before proceeding with any order based on such a quote.
5. Delivery and Risk
5.1 Delivery dates provided by the Company are estimates only and are not guaranteed.
5.2 Risk in the Goods passes to the Customer upon delivery and acceptance by the Customer at the specified delivery location, or by the specified Incoterms of shipment.
5.3 The Company shall not be liable for any delays in delivery or non-performance caused by Suppliers or Subcontractors.
6. Warranty and Liability
6.1 The Company does not provide any warranties for the Goods or services, other than passing on any warranties provided by the Supplier or Subcontractor, to the extent transferable.
6.2 The Company's liability for any claim arising out of or in connection with the supply of Goods shall not exceed the commission or fee earned by the Company in relation to the specific Goods giving rise to the claim.
6.3 The Company shall not be liable for any indirect, consequential, or special damages, including but not limited to loss of profits, revenue, or business opportunities.
6.4 The Company shall not be liable for any damages or losses arising from the acts, omissions, or negligence of Suppliers or Subcontractors.
6.5 In the event that any Supplier or Subcontractor fails to deliver Goods or perform services in accordance with the contract, the Customer agrees to pursue any claims, damages, or compensation directly from the relevant Supplier or Subcontractor. The Company shall provide reasonable assistance to the Customer in facilitating such claims but shall not be responsible for the outcome or enforcement of such claims.
7. Indemnity
7.1 The Customer shall indemnify and hold harmless the Company from and against all claims, damages, losses, and expenses arising out of or resulting from the Customer's breach of these Terms or any act or omission of the Customer.
8. Force Majeure
8.1 The Company shall not be liable for any failure to perform its obligations under these Terms if such failure results from circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, strikes, or delays caused by Suppliers or Subcontractors.
9. Termination
9.1 The Company reserves the right to terminate any order, in whole or in part, if the Customer fails to comply with these Terms.
9.2 Upon termination, the Customer shall remain liable for any Goods or services delivered and accepted prior to the termination.
10. Governing Law and Jurisdiction
10.1 These Terms shall be governed by and construed in accordance with the laws of England and Wales.
10.2 Any disputes arising under or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.
11. Severability
11.1 If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed from the remaining Terms, which shall remain in full force and effect.
12. Entire Agreement
12.1 These Terms constitute the entire agreement between the Company and the Customer and supersede all prior representations, agreements, and understandings, whether written or oral.
13. Amendments
13.1 No amendment to these Terms shall be effective unless agreed in writing by an authorized representative of the Company.
Terms & Conditions of Purchase
1. Definitions
1.1 "Buyer" refers to 284 Technologies Limited.
1.2 "Supplier" refers to the entity supplying the Goods or services specified in the Purchase Order.
1.3 "Goods" refers to the products and services provided by the Supplier.
1.4 "Purchase Order" refers to the Buyer’s order for Goods or services.
2. Acceptance of Purchase Order
2.1 The Purchase Order constitutes an offer by the Buyer to purchase the Goods or services specified, subject to these terms and conditions.
2.2 The Purchase Order is deemed accepted by the Supplier upon the earlier of: (a) the Supplier’s written acceptance, or (b) the Supplier's commencement of work on the Goods or services.
2.3 No terms or conditions contained in the Supplier’s acceptance, confirmation, or any other document shall be binding unless agreed to in writing by the Buyer.
3. Delivery and Performance
3.1 Time is of the essence in the delivery of Goods and performance of services under the Purchase Order.
3.2 The Supplier shall deliver the Goods or perform the services by the date specified in the Purchase Order.
3.3 The Buyer reserves the right to reject any Goods or services that do not conform to the specifications or delivery schedule.
3.4 Risk in the Goods shall pass to the Buyer upon delivery and acceptance by the Buyer at the specified location.
4. Title and Risk
4.1 Title to the Goods shall pass to the Buyer upon delivery to the Buyer’s specified location unless otherwise agreed in writing.
4.2 Risk in the Goods shall remain with the Supplier until delivery and acceptance by the Buyer.
5. Inspection and Acceptance
5.1 All Goods delivered are subject to inspection and approval by the Buyer within a reasonable time after delivery.
5.2 If the Goods or services do not conform to the specifications or other requirements of the Purchase Order, the Buyer may, at its option, reject the Goods or services and require a refund or replacement at the Supplier’s expense.
6. Warranties
6.1 The Supplier warrants that all Goods delivered or services performed under the Purchase Order will: (a) conform to the specifications and requirements set forth in the Purchase Order; (b) be free from defects in materials and workmanship; and (c) be of satisfactory quality and fit for the intended purpose.
6.2 These warranties shall be in addition to any warranties provided by law or other warranties provided by the Supplier.
6.3 The Supplier agrees that any warranties provided will be transferable to the Buyer’s customers, to the extent possible, to ensure that the Buyer’s end customers are protected by the same warranties.
7. Indemnity
7.1 The Supplier shall indemnify and hold harmless the Buyer from and against any claims, damages, losses, or expenses arising out of or resulting from the Supplier’s breach of the Purchase Order, including any claims of intellectual property infringement.
8. Confidentiality
8.1 The Supplier shall treat all information provided by the Buyer as confidential and shall not disclose it to any third party without the Buyer’s prior written consent.
8.2 This obligation of confidentiality shall survive the termination or completion of the Purchase Order.
9. Compliance with Laws
9.1 The Supplier shall comply with all applicable laws, regulations, and industry standards in the performance of its obligations under the Purchase Order.
10. Force Majeure
10.1 Neither party shall be liable for any delay or failure to perform its obligations under the Purchase Order due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, strikes, or other force majeure events.
10.2 The affected party shall notify the other party as soon as possible of any such event and use reasonable efforts to mitigate the effects of the force majeure event.
11. Termination
11.1 The Buyer reserves the right to terminate the Purchase Order, in whole or in part, at any time for its convenience upon written notice to the Supplier.
11.2 Upon termination, the Supplier shall immediately cease work on the Goods or services