1.Definitions
In these conditions the following terms shall have the following meanings:
“Company” means Palace Chemicals Limited, company number 01377241 who’s registered office is at Unit 49 Compass Industrial Park, Liverpool, L24 1YA.
“Customer” means the Customer of the Company.
“Contract” means any contract, agreement, request or order for the sale of Goods or service by the Company to the Customer.
“Goods” means any goods forming the subject of this contract including materials incorporated in them.
2. General
2.1 A quotation or estimate issued by the Company does not constitute an offer by the Company which is capable of acceptance by the Customer. No order placed with the Company by a Customer is binding on the Company unless and until it is accepted by the Company.
2.2 Each contract for the supply of goods and/or services by the Company incorporates and is subject to these Conditions and (in the absence of any other express or implied acceptance) receipt of goods and/or services by the Customer is deemed to be conclusive proof of the Customer’s acceptance of these Conditions. No variation or modification of these Conditions will bind the Company unless specifically accepted by the Company in writing.
2.3 All terms and conditions (other than those implied in favour of a seller which are not inconsistent with these Conditions) which are endorsed on delivered with or referred to in any purchase order submitted by the Customer are expressly excluded.
3. Specifications
Information regarding weights, measurements, powers, capacities, performance and other data generally relating to the Company’s products contained in advertisements, catalogues, price lists, illustrations or other similar matter submitted to the Customer by the Company whilst given in good faith, must be regarded (as the Customer hereby acknowledges) as approximate only and intended to represent to the Customer a general guide, the accuracy of which the Customer must test for himself. The Customer agrees to rely upon his own judgement as to the nature and quality of the Company’s products and their suitability for his purpose and the Customer acknowledges that he has not relied upon any representation or statement made by the Company, its servants or agents either orally or in writing relating thereto.
4. Prices
4.1 The price includes all packaging, delivery or otherwise stated within the quote or when net order value is £400 or less, these orders will incur an additional delivery charge which will be quoted upon request.
4.2 The price excludes V.A.T.
4.3 The Company will endeavour to notify the Customer of any price increases there may be from time to time but it is the Customer’s responsibility to check the price of Goods at the time of ordering. Prices are those charged by the Company at the date of dispatch.
5. Payments
5.1 All invoices are payable 30 days after the end of the month of invoicing (unless otherwise stated and agreed in writing) if the Customer has an approved credit account.
5.2 If the Customer does not have an approved credit account, payment must be made before the Goods are delivered or collected.
5.3 The Company reserves the right to charge interest at 2% per month above the Bank of England base rate (or part) on any late payments and any legal charges incurred by the Company in collecting any overdue amounts which will be added to the Customer’s account.
5.4 The Customer must not withhold payment because of any dispute or claim.
6 Risk and Title
6.1The risk in respect of all goods supplied by the Company will pass to the Customer at the time of delivery.
6.2 Title to and property in all goods supplied shall remain vested in the Company (notwithstanding the delivery of possession of the same and the passing of the risk therein to the Customer) until
(i) the price of the goods and/or services comprised in this contract:
and
(ii) all other money owing from the Customer to the Company on any other account has been paid or satisfied in full.
7. Patents, Copyrights and Designs
7.1 The Company will not be liable in respect of any claim which may be made against the Company for infringement of any letters patent, copyright or registered design which may arise as a result of the Company carrying out any instructions given to it by the Customer. The Customer agrees to indemnify and keep indemnified the Company from and against all or any such claims and against all proceedings, costs, losses, damages and expenses incurred by or recovered by third parties from the Company in respect of any such claims.
8. Delivery
8.1 Deliveries will be made to the delivery address nominated on the delivery document.
8.2 Where possible delivery will be made to Customer’s requirements, but this cannot be guaranteed, and no liability will be accepted by the Company for late or wrong delivery of the Goods.
8.3 Periods or dates quoted for delivery, shipment or supply are approximate only and are not binding on the Company but the Company will use all reasonable endeavours to comply therewith. Failure to supply goods or services by such dates or within such periods (having used its reasonable endeavours) will not be a breach of contract nor will the Customer be able to cancel the contract or any part of it or claim damages or compensation for such failure.
8.4 If the Company is prevented from or delayed in performing the contract or any part of it by any circumstances beyond its control (including but not limited to strikes, lock-outs or other industrial action, inability to obtain materials or labour, power or machinery failure or breakdown, fire, flood or civil disturbance) further performance of the contract will be suspended for so long as the Company is prevented or delayed provided that the Company shall be at liberty to cancel or suspend any order in such circumstances without thereby incurring any liability for any loss or damage to or incurred by the Customer therefrom.
8.5 Any customer who communicates to the Company that there is suitable access for our heavy goods vehicles, will be charged the ensuing costs if the access proves to be unsuitable.
8.6 Where the delivery is attempted but the Customer does not accept the delivery and a further delivery attempt is required this will be charged at the cost incurred by the Company.
9. Inspection, Shortages and Defects
9.1 The Customer must inspect the Goods on delivery.
9.2 Any damages or shortages must be marked / recorded on the delivery note and the sales office must be telephoned and informed, immediately on receipt of goods and no later than the next working day after delivery.
9.3 No refund/credit relating to damaged Goods or packaging will be awarded by the company once the delivery note has been signed by the customer or the customer’s representative.
9.4 The Company do not accept any consequential loss claims pertaining to labour or accommodation costs, as a result of late arrival / delivery.
10. Warranties, Scope of Contract and Extent of Liability
10.1 The Company shall have no liability to the Customer for any loss or damage arising from any trial, display or demonstration or from any breach of any express or implied warranty or condition of the contract or any negligence breach of statutory duty or other duty on the part of the Company or in any other way out of or in connection with the performance or purported performance of or failure to perform the contract except:
10.1.1 for death or personal injury resulting from the Company’s negligence and
10.1.2 as expressly stated in these conditions.
10.2 Subject to Clause 9, if the customer establishes that any of the Goods have not been delivered, have been delivered damaged, are not of the correct quantity, or do not comply with their description, the Company shall at its option replace with similar Goods any of the Goods which are missing, lost or damaged or do not comply with their description or allow the Customer credit for their invoice value. The Customer accepts the Company’s obligation to replace defective goods as its sole remedy for loss or damage resulting from defective goods.
10.3 If the Customer establishes that any of the Goods are defective the Company shall at its option replace with similar Goods or repair any defective Goods or allow the Customer credit for their value.
10.4 In no circumstances shall the liability of the Company to the Customer under this condition exceed the invoice value for the Goods.
10.5 Our ‘Lifetime Guarantee’ (is for the lesser of 10 years or the life of the project) where applicable is for the product only and is limited to those applications where the Company has provided a written specification, in addition to technical datasheets, after having had access to site to carry out a full site inspection. No cost will be accepted for labour elements, delays to schedule or other associated contractor and site costs and claims or any other consequential costs. In the event of the product being proved to have failed, the Company will replace materials or reimburse to the value of the same.
10.6 In no circumstances shall the liability of the Company to the Customer exceed the invoice value for the Goods.
10.7 These conditions do not restrict the Customer’s statutory rights under the consumer legislation.
11. Interpretation
These Conditions and every contract to which they apply are governed by and will be construed in all respects in accordance with English law and the Company and the Customer hereby irrevocably submit to the non-exclusive jurisdiction of the English Courts.
