(A) MB Technology wishes to offer the Customer access to its website in order for the Customer to view information and product listings and to allow the Customer to place product orders with MB Technology along with the use of a secure password.
(B) MB Technology and the Customer wish to be able to trade through the MB Technology website on the Terms and Conditions of this agreement.
These Terms and Conditions set out the basic rules and obligations required for users of MB Technology’s website. These Terms and Conditions are not intended to cover commercial and trading clauses, which are covered in the MB Technology Conditions of Sale.
“MB Technology.com” means the MB Technology Internet website, accessed solely through the address of www.mbtechnology.co.uk or www.MB Technologyweb.com
”MB Technology” means MB Technology (UK) Ltd, whose head office is at Unit 8-9, Park 17, Moss Lane, MANCHESTER, M45 8FJ.
”Customer” means the company, with whom MB Technology has an established trading account.
”User” means the person who is employed by the Customer and who accesses MB Technology.com on behalf of the Customer.
”Products” means the products listed for sale on MB Technology.com, which can be purchased by the Customer
”Conditions of Sale” means the standard MB Technology trading Conditions of Sale, which deal with the commercial and trading aspects between the Customer and MB Technology.
4.1 The Customer shall ensure that they meet all technical requirements of MB Technology.com access and that MB Technology shall not be liable for any losses which result due to technical incompatibilities or system errors.
4.2 The Customer shall take all reasonable steps to ensure that its authorised Users shall not pass any login user details to 3rd parties under any circumstances.
5.1 The User must at all times be acting on behalf of the Customer in any actions performed using MB Technology.com.
5.2 The User shall not pass any security details (such as, but not limited to usernames and passwords) to 3rd parties under any circumstances.
5.3 On ceasing to represent or be employed by the Customer, the User shall not use any supplied login information relating to the Customer for accessing MB Technology.com.
6.1 MB Technology.com login credentials comprise two elements:
6.1.1The User’s (unique within the Customer) Username (the registered email address of the User).
6.1.2 The User’s secret Password (any alpha numeric combination).
6.2 The use of the login information indicates proof that the Customer consents to orders and information placed by it or in its name.
6.3 MB Technology, the Customer and the User will use all reasonable endeavours to ensure that the login information, especially the Password, remains confidential.
7.1 The User may place orders for Products from MB Technology through MB Technology.com and all orders placed are subject to acceptance by MB Technology and subject to the MB Technology Standard Conditions of Sale. For the avoidance of any doubt, MB Technology shall be at liberty to refuse to accept any order placed by the Customer for any reason whatsoever.
7.2 No order shall become a purchase contract and therefore binding upon MB Technology until marked as confirmed within the “Order Status” facility of MB Technology.com.
7.3 Any order which is accepted by MB Technology and has therefore become a purchase contract shall be subject solely to the Standard Conditions of Sale of MB Technology to the exclusion of any other terms and conditions offered by the Customer, whether or not brought to the attention of MB Technology.
8.1 The marketed and official real-time price of the Products shall be as confirmed using the MB Technology.com “On-line Check“ facility. All other listed prices are shown on the understanding that they are a guideline only.
8.2 All prices are represented in Sterling Pounds or Euros and are exclusive of Value Added Tax or any other sales tax, which may be applicable.
8.3 MB Technology may change a Product’s price at any time and such changes shall apply to any purchase order placed with MB Technology after the time of change.
8.4 Payment for all Products shall be governed by the MB Technology Conditions of Sale or any subsequent Agreements entered into by the Customer and MB Technology. Order acceptance and final price confirmation will be as set out in clause 7.2 of these terms and conditions.
9.1 MB Technology will not be liable for any losses or damages resulting from MB Technology.com being unavailable. Whilst MB Technology endeavours to provide 24 hours a day access to MB Technology.com, MB Technology reserves the right to suspend MB Technology.com operation, temporarily or permanently and without notice.
9.2 Whilst MB Technology.com is intended to provide a 24 hours a day service, all orders must be placed before 15:00 to qualify for a next working day delivery of the Products.
All trademarks, copyright and any other intellectual property used on or in relation to the Products or MB Technology.com are the property of MB Technology or licensed for use to MB Technology by a third party and these terms and conditions do not confer upon the Customer any rights in or title to such intellectual property.
11.1 The Customer shall safeguard and (save as may be required by law) keep confidential all information entrusted to it by MB Technology which is not in the public domain and take all reasonable precautions to safeguard MB Technology’s confidential information.
11.2 Only those members of staff who need to be aware of confidential information in order for the Customer to fulfil its obligations under this Agreement shall be entitled access to the confidential information.
11.3 All confidential information passed to the Customer by MB Technology shall remain the exclusive property of MB Technology and the Customer undertakes to return such information at the request of MB Technology or, at the latest, upon termination or expiration of this Agreement.
11.4 The communication of any MB Technology.com login credentials to third parties is prohibited and will result in immediate withdrawal of all MB Technology services and the possible instigation of further legal proceedings.
13.1 This Agreement shall commence on the date hereof subject to termination in accordance with its terms.
13.2 Either party may terminate this Agreement by giving 7 days prior written notice to the other.
13.3 MB Technology may terminate this Agreement immediately upon the occurrence of any of the following events:
13.3.1 the Customer commits any continuing or material breach of any of the material provisions of this Agreement and, in the case of a breach capable of remedy fails to remedy the same within 30 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied;
13.3.2 a receiver or manager is appointed over any of the property or assets of the Customer;
13.3.3 the Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order;
13.3.4 the Customer goes into liquidation (except for the purposes of amalgamation or reconstruction); or
13.3.5 the Customer ceases or threatens to cease to carry on business.
13.4 Upon the termination or expiration of this Agreement all outstanding invoices must be paid immediately by the Customer.
13.5 The confidentiality obligations under clause 11 shall survive the termination of this Agreement.
Neither party shall be liable to the other or be deemed to be in breach of this Agreement by reason of any delay in performing or any failure to perform any of its obligations in relation to the Products or otherwise under this Agreement if the delay or failure was beyond that party’s reasonable control.
The Customer shall fully and effectually indemnity and keep MB Technology indemnified against any loss, damage, costs or expenses (including legal costs) suffered or incurred by MB Technology as a result of or in connection with any breach by the Customer of any of its obligations under this Agreement.
16.1 This Agreement is personal to the Customer who may not assign this agreement without the express prior written agreement of MB Technology.
16.2 This Agreement contains the entire agreement between the parties with respect to its subject matter.
16.3 This Agreement shall be governed by and construed in all respects in accordance with English law and shall be subject to the exclusive jurisdiction of the English courts.
16.4 Any notice required or authorised to be given by this Agreement may be given by hand or sent (by first class pre-paid post or facsimile transmission) to the other party at its address stated at the head of this Agreement. Such notice if posted shall be deemed to have been given on the 3rd day after the notice was posted and if sent by facsimile shall be deemed to have been duly sent on the date of transmission as evidence by the confirmation slip.
16.5 This Agreement shall only become enforceable once the Customer has indicated their acceptance of the terms of the Agreement by following the registration procedure.