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- These Terms and Conditions will apply to the purchase of the goods by you (the Customer or you) and we as a Company, registered in England and Wales under Number 02731668 whose registered office is at Bond House, Hardwicke Road, Great Gransden, Sandy, Bedfordshire, SG19 3BJ. Telephone number 01767 676 130.
- These are the terms on which we sell all Goods to you. By ordering any of the Goods, you agree to be bound by these Terms and Conditions.
1. INTERPRETATION
1.1 Definitions. In these Conditions, the following definitions apply:
Premier Limpet Limited: is referred to as the ‘’Company’’
Customer: the person or firm who purchases the Goods and / or Services from the Company.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Conditions: these terms and conditions as amended from time to time in accordance with clause 13.5
Contract: means the legally binding agreement between the Customer and the Company for the sale and purchase of the Goods and / or Services in accordance with these Conditions;
Delivery Location: means the Company’s premises or other location where the Goods are to be supplied as set out in the Order;
Force Majeure Event: has the meaning given to it in clause 12.
Goods: the description of the Goods is as set out in our website, catalogue, brochure or other form of advertisement. Any description is for illustration purposes only.
Goods Specification: in the case of Goods made to your special requirements, it is your responsibility to ensure that any information you provide is accurate.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world
Order: The Customer's order for the supply of Goods as set out in the Customer's purchase order form or overleaf or the Customer's written acceptance of the Company's quotation;
2. BASIS OF CONTRACT
2.1 The Order constitutes an offer by the Customer to purchase Goods and / or Services in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when the Company issues written acceptance of the Order at which point, and on which date the Contract shall come into existence.
2.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Company which is not set out in the Contract.
2.4 Any samples, drawings, descriptive matter or advertising issued by the Company and any descriptions of the Goods or illustrations or descriptions of the Services contained in the Company's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and / or Goods described in them. They shall not form part of the Contract or have any contractual force.
2.5 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.6 Any quotation given by the Company shall not constitute an offer and is only valid for a period of 20 Business Days from its date of issue.
3. DELIVERY OF GOODS
3.1 The Company shall ensure that:
(a) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Company reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
(b) if the Company requires the Customer to return any packaging material to the Company, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Company shall reasonably request. Returns of packaging materials shall be at the Company's expense.
3.2 The Company shall deliver the Goods to the location set out in the Order or such other location as the parties may agree at any time after the Company notifies the Customer that the Goods are ready.
OR
The Customer shall collect the Goods from the Company's premises at Unit 2, 24-26 Boulton Road, Pin Green Industrial Estate, Stevenage SG1 4QX or such other location as may be advised by the Company before delivery within three Business Days of the Company notifying the Customer that the Goods are ready.
3.3 Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location OR the completion of loading of the Goods at the Delivery Location.
3.4 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Company shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
3.5 If the Company fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Company shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event the Customer's failure to provide the Company with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.
3.6 If the Customer fails to accept or take delivery of the Goods within 3 Business Days of the Company notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by the Company's failure to comply with its obligations under the Contract in respect of the Goods:
(a) Delivery of the Goods shall be deemed to have been completed at 9.00 am on the next Business Day following the day on which the Company notified the Customer that the Goods were ready; and
(b) The Company shall store the Goods until delivery takes place and charge the Customer for all related costs and expenses (including insurance).
3.7 If after 3 Business Days following the Company’s notification to the Customer that the Goods were ready for delivery the Customer has not taken or accepted delivery of them, the Company may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
3.8 The Customer shall not be entitled to reject the Goods if the Company delivers up to and including 10 per cent more or less than the quantity of Goods ordered, but a pro-rata adjustment shall be made to the Order invoice on receipt of notice from the Customer that the wrong quantity of Goods was delivered.
3.9 The Company may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
4. QUALITY OF GOODS
4.1 The Company warrants that on delivery and for a period of 6 months from the date of delivery, the Goods shall:
(a) Conform in all material respects with their description and any applicable Goods Specification;
(b) Be free from material defects in design, material and workmanship;
(c) Be of satisfactory quality within the meaning of the Sale of Goods Act 1979; and
(d) Be fit for any purpose held out by the Company.
(e) Tape performance is guaranteed for the first 6 months. The product must be stored at an ambient temperature (between 18 – 23 degrees Celsius), in its original box and in a dry atmosphere away from direct sunlight.
(f) For product traceability, reference should be made to the batch identification number printed on the box.
(g) For optimum performance, stock should be rotated and used within 12 months.
5. TITLE AND RISK
5.1 The risk in the Goods shall pass to the Customer on completion of delivery.
5.2 Title to the Goods shall not pass to the Customer until:
(a) The Company receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Company has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and
(b) The Customer resells the Goods, in which case title to the Goods shall pass to the Customer.
5.3 Until title to the Goods has passed to the Customer, the Customer shall:
(a) Store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Company'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 on the Company's behalf from the date of delivery;
(d) Give the Company such information relating to the Goods as the Company may require from time to time
6. PRICES AND PAYMENT
6.1 The price for Goods shall be the price set out in the Order or, if no price is quoted, the price set out in the Company's published price list as at the date of delivery. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods which shall be paid by the Customer when it pays for the Goods. In addition, all prices quoted by the Company are exclusive of Value Added Tax and are subject to variation without notice at any time prior to the Customer’s acceptance.
6.2 Prices may have to be increased in the event of a rise in the cost of labour, materials, transport and service costs between the date of the contract and the date upon which the goods are delivered.
6.3 Prices are quoted by the Company for the quantities of goods of their services specified and it shall apply only to orders for those quantities or those services without alteration or amendment.
6.4 Unless otherwise agreed by the Company, payment of the full price (including Value Added Tax and any other charges) for the goods shall be made within 30 days from the end of month of invoice unless pro forma payment has been specified.
6.5 Where the Company delivers part of an order, the Company shall nevertheless be entitled to payment for the part.
6.6 If the customer fails to make any payments to the Company on the due date the Customer shall pay to the Company the value of all other invoices delivered as if the same were immediately due and the Company may suspend the supply of goods ordered by the Customer and recover from the Customer the cost of any items or stock purchased as a result of the Customer’s order and any consequential loss of profit and the Company shall be under no obligation to continue such supply unless and until the Customer has paid in advance the total cost of the order including the value of any other invoices delivered to the Customer by the Company.
6.7 Pursuant to clause 6.6 above, the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Barclays Bank's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
6.8 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time. Where any taxable supply for VAT purposes is made under the Contract by the Company to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Company, pay to the Company such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.
6.9 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. The Company may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Company to the Customer.
7. INTELLECTUAL PROPERTY RIGHTS
7.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Company.
7.2 The Customer acknowledges that, in respect of any third party Intellectual Property Rights in the Services, the Customer's use of any such Intellectual Property Rights is conditional on the Company obtaining a written licence from the relevant licensor on such terms as will entitle the Company tolicense such rights to the Customer.
7.3 All Company materials are the exclusive property of the Company.
8. CONFIDENTIALITY
The Customer shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Customer by the Company, its employees, agents or subcontractors, and any other confidential information concerning the company's business, its products and services which the Customer may obtain. The Customer shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the Company's obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The Customer may also disclose such of the Company's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 8 shall survive termination of the Contract.
9. GUARANTEES
9.1 The Company will at its option replace, repair or refund the purchase price upon the return of goods which are defective by reason of faulty material or workmanship provided that the Customer has notified the Company in writing of the defect within 3 days of delivery.
9.2 The terms of any manufacturer’s guarantee in relation to the goods shall override any guarantee given by the Company or otherwise implied by statute.
10. LIMITATION OF LIABILITY:
10.1 The above guarantees are given by the Company and accepted by the Customer in substitution for any rights which the Customer may otherwise have against the Company:
(i) by virtue of any express or implied representation, condition or warranty, statutory or otherwise, as to the state, quality, fitness or performance of the goods, and the standard of the Company’s workmanship and the state, quality, fitness or performance of any materials supplied in connection therewith, and all such representations, conditions, warranties are hereby excluded.
(ii) in negligence or otherwise in tort arising out of or in connection with the supply of any goods to the Customer and all such liability however arising is hereby expressly excluded.
10.2 The Company shall not be liable in any manner whatsoever whether in contract, tort, misrepresentation or otherwise for an indirect or consequential loss, damage or injury however caused which may arise out of or in connection with the supply of the goods or materials to or to the order of the Customer or the execution of work for the Customer.
10.3 In the event of the Customer being a retailer the Customer shall not give to any purchaser or user of the goods any guarantee which extends the period of the terms of the manufacturer’s guarantee as provided by Clause 13 (b) and shall undertake not to remove any instructions or leaflets included with the goods.
11. CANCELLATION OF ORDERS
Orders placed by the Customer are not subject to cancellation either wholly or in part except with the written consent of the Company. Such consent will usually be given upon terms that the Customer shall reimburse the Company for any loss, expense and time spent occasioned by the cancellation.
12. FORCE MAJEURE
12.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Company including but not limited to strikes, lock-outs or other industrial disputes, whether involving the workforce of the Company or any other party, failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
12.2 The Company shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
12.3 If the Force Majeure Event prevents the Company from providing any of the Services and / or Goods for more than two weeks, the Company shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
13. GENERAL
13.1 Assignment and other dealings.
(a) The Company may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.
(b) The Customer shall not, without the prior written consent of the Company, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
13.2 Quotations:
(a) All prices quoted by the Company are based upon these conditions and reflect the limitations upon the Company’s liability which they contain. Any quotation is merely an invitation to treat and no Order whether based on quotation or not shall create a binding contract between the Company and the Customer until the Company has accepted such Order.
(b) In the absence of any such special arrangement which shall not bind the Company unless made in writing and signed on the Company’s behalf by a person duly authorised for that purpose, these conditions shall apply to all quotations given by the Company and all contracts made between the Company and each of its Customers and shall supersede and override any other terms and conditions proposed or stipulated in the Order or otherwise by the Customer.
13.3 Severance.
(a) If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
(b) If one party gives notice to the other of the possibility that any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
13.4 Waiver.
Unless otherwise specifically agreed in writing, no concession, payment, delivery or other act or omission by the Company shall constitute or be deemed to constitute any waiver of its rights hereunder in respect of any existing or future contract. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy.
13.5 Variation.
Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by the Company.
13.6 Governing law.
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
13.7 Jurisdiction
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).