1. INTERPRETATION
1.1 In these Terms: “Buyer” means the person who accepts the Seller’s quotation for the sale of the Goods or whose order for the Goods is accepted by the Seller “Contract” means the contract for the purchase and sale of the Goods “Goods” means the goods including any instalment of the goods or any parts for them which the Seller is to supply in accordance with these Terms “Seller” means PLYWORX UK Ltd “Terms” means the standard conditions of sale set out in this document and unless the context otherwise requires includes any special terms and conditions agreed in Writing between the Buyer and the Seller “Writing” and any similar expression includes e-mail facsimile transmission and comparable means of communication.
1.2 These terms only will govern sales by us unless we expressly agree in writing to any variation.
1.3 A contract is not made between ourselves and a buyer until we have accepted an order resulting from a direct quotation or order from our online shop.
2. BASIS OF THE SALE
2.1 The Seller shall sell and the Buyer shall purchase the Goods, subject to these Terms, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any quotation is accepted or purported to be accepted, or any order is made or purported to be made, by the Buyer. No variation to these Terms shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Seller.
2.2 The Contract shall subject to these Terms in either case comprise either the Seller’s quotation if accepted by the Buyer or the Buyer’s verbal or written order received by telephone, mail, e-mail or facsimile and the Seller’s subsequent written acknowledgement of the order.
2.3 The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in Writing. In entering into the Contract, the Buyer acknowledges that it does not rely on any such representations which are not so confirmed, but nothing in these Terms affects the liability of either party for fraudulent misrepresentation.
2.4 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by the Seller is followed or acted on entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
3. ORDERS, SPECIFICATIONS, CANCELLATION OF ORDERS, AND RETURNS
3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless either confirmed in Writing by the Seller’s authorised representative or by confirmation through the online shop.
3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order including any applicable specification submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
3.3 If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Seller’s use of the Buyer’s specification.
3.4 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory or EU requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.
3.5 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss including loss of profit, costs including the cost of all labour and materials used, damages, charges and expenses incurred by the Seller as a result of cancellation.
3.6 Goods returned at Buyers expense must be done so within 14 days of purchase. Buyers will be refunded full amount minus any costs incurred by Seller, delivery, packaging and administration, these costs are available to Buyer on request prior to purchase. All returned goods must be returned in as supplied condition new without damage or defects to qualify for any subsequent refund.
3.7 Where the Seller agrees to replace all or part of the Goods at the request of the Buyer then:-
3.7.1 the Buyer shall arrange at its cost and risk for the return of the Goods to be replaced to the Seller’s place of business. Such Goods to be returned undamaged unused and in their original packaging; and
3.7.2 the Buyer shall pay to the Seller any difference in price between the returned Goods and the replacement Goods. The Buyer shall reimburse to the Seller the cost of packaging, processing and delivery of the replacement Goods all such payments to be made in accordance with these Terms and the Contract.
4. PRICE OF THE GOODS
4.1 The price of the Goods shall be the Seller’s quoted price or, where no price has been quoted or a quoted price is no longer valid, the price listed in the Seller’s published price list current at the date of acceptance of the order or quotation as the case may be. All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer.
4.2 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller, any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
4.3 Except as otherwise stated in the Seller’s quotation or in any price list of the Seller, and unless otherwise agreed in Writing between the Buyer and the Seller, all prices given by the Seller are exclusive of delivery charges which will be shown as an additional charge to the place of delivery detailed in the Contract provided such place is in England, Wales or Scotland. An additional charge to the price quoted or listed in any price list will be made by the Company for delivery to certain parts of Scotland including the Scottish Highlands. If the place of delivery is outside of England, Wales or Scotland then unless otherwise agreed in Writing between the Buyer and the Seller, all prices given by the Seller are on an ex works basis, and where the Seller agrees to deliver the Goods otherwise than at the Seller’s premises, the Buyer shall be liable to pay the Seller’s charges for transport, packaging and insurance.
4.4 The Seller’s quoted price or any prices shown on any price lists or literature are exclusive of any applicable value added tax.
5. TERMS OF PAYMENT
5.1 Payment for non-credit account customers must be made prior to dispatch of any good unless any special terms have been agreed in writing between the Buyer and the Seller.
5.3 If the Buyer fails to make any payment on the due date then, without limiting any other right or remedy available to the Seller, the Seller shall be entitled to cancel the contract or suspend any further deliveries to the buyer.
5.4 Notwithstanding any other provision of these Terms the Seller reserves the right at its absolute discretion from time to time to require payment in full of the price of the Goods before delivery of all or any of the Goods.
5.5 Any discounts given to the Buyer by the Seller in relation to the price of the Goods are conditional upon payment for the Goods being made strictly in accordance with the Contract and these Terms.
5.6 In the event of any delay or delays in completion of the order which are due to the Customer’s actions or failure to act, the Customer shall make payment to the Company in accordance with the above as if the Goods had been delivered at the times delivery would have taken place originally agreed but for those delays.
6. DELIVERY
6.1 Delivery of the Goods shall be made by the Seller delivering the Goods to the place of delivery detailed in the Contract provided that if the place of delivery detailed in the Contract is outside England, Wales or Scotland the delivery shall be made by the Buyer collecting the Goods from the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are ready for collection, or if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place.
6.2 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by the Seller in Writing. The Goods may be delivered by the Seller in advance of the quoted delivery date on giving reasonable notice to the Buyer.
6.4 If the Seller fails to deliver the Goods for any reason other than any cause beyond the Seller’s reasonable control or the Buyer’s fault, and the Seller is accordingly liable to the Buyer, the Seller’s liability shall be limited to the excess if any of the cost to the Buyer in the cheapest available market of similar goods to replace those not delivered over the price of the Goods.
6.5 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault then, without limiting any other right or remedy available to the Seller, the Seller may:-
6.5.1 store the Goods at the Buyer’s risk until actual delivery and charge the Buyer for the reasonable costs including insurance of storage; or
6.5.2 sell the Goods at the best price readily obtainable and after deducting all reasonable storage and selling expenses account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.
7. RISK AND PROPERTY
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of:-
7.2.1 the Goods;
7.2.2 and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due;
7.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property but shall be entitled to resell or use the Goods in the ordinary course of its business.
7.4 Until such time as the property in the Goods passes to the Buyer and provided the Goods are still in existence and have not been resold, the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall without prejudice to any other right or remedy of the Seller forthwith become due and payable.
8. LIMITATION OF LIABILITY
8.1 The Seller warrants subject to these Terms including paragraphs 3.6 and 3.7 that the Goods will be free from defects in materials or workmanship at the time of delivery provided that the Seller shall be under no liability:-
8.1.1 in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer;
8.1.2 in respect of any defect in the Goods arising from fair wear and tear, willful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions whether oral or in writing, misuse or alteration or repair of the Goods without the Seller’s approval;
8.2 Subject as expressly provided in these Terms, and except where the Goods are sold to a person dealing as a consumer within the meaning of the Unfair Contract Terms Act 1977, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
8.3 Where the Goods are sold under a consumer transaction as defined by the Consumer Transactions Restrictions on Statements Order 1976 the statutory rights of the Buyer are not affected by these Terms.
8.4 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall whether or not delivery is refused by the Buyer be notified to the Seller within 3 days from the date of delivery. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract. In no event shall the Buyer be entitled to reject the Goods on the basis of any defect or failure which is so slight that it would be unreasonable for him to reject them.
8.5 Where a valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these Terms, the Seller may replace the Goods or the part in question free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods or a proportionate part of the price, in which case the Seller shall have no further liability to the Buyer.
8.6 Except in respect of death or personal injury caused by the Seller’s negligence, or liability for defective products under the Consumer Protection Act 1987, the Seller shall not be liable to the Buyer by reason of any representation unless fraudulent, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever whether caused by the negligence of the Seller, its employees or agents or otherwise which arise out of or in connection with the supply of the Goods including any delay in supplying or any failure to supply the Goods in accordance with the Contract or at all or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Terms.
8.7 Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, acts of terrorism, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or delay or failure in manufacture, production or supply by third parties of equipment or services and the part shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.
8.8 Notice of any claims relating to shortage, damage or quality of the Goods shall be made to the Company in writing with 48 hours of delivery. In the event of loss or non-delivery of the Goods, the customer shall notify the Company in writing within 3 days of the agreed delivery date. The Company will consider claims only if the above conditions are met and the claim is signed by the customer and accompanied by full particulars giving the invoice and Company’s order number and, the copy of the delivery note in respect of the Goods which, in the case of shortage or damage to the Goods must bear an appropriately qualified signature.
9. INSOLVENCY OF BUYER
9.1 This clause applies if:-
9.1.1 the Buyer makes a voluntary arrangement with its creditors or being an individual or firm becomes bankrupt or being a company becomes subject to an administration order or goes into liquidation otherwise than for the purposes of amalgamation or reconstruction; or
9.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
9.1.3 the Buyer ceases, or threatens to cease, to carry on business; or
9.1.4 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
9.2 If this clause applies then, without limiting any other right or remedy available to the Seller, the Seller may cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
10. GENERAL
10.1 Any notice required or permitted to be given by either party to the other under these Terms shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice
10.2 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
10.3 If any provision of the Contract is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Contract and the remainder of the provision in question shall not be affected.
10.4 The Contract shall be governed by the laws of England and the Buyer agrees to submit to the non-exclusive jurisdiction of the English Courts.
10.5 Each Contract will only confer rights and benefits on the Buyer and no third party will acquire any rights or benefits under the Contract.
11. CONFIDENTIALITY
11.1 All drawings, designs, specifications and the like which we supply in connection with a quotation or order remain our property and are confidential; they must not be disclosed to any third party without our written permission.
11.2 We recognise the need for the confidentiality of customer’s drawings, designs, specifications and the like and will preserve the same during the works process.
11.3 We reserve the right to keep confidential the identity of any sub-contractor where we deem it appropriate.
12. TERMINATION
12.1 Either party may terminate this Agreement forthwith by notice in writing to the other if:The other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to do so; The other party commits a material breach of this Agreement, which cannot be remedied under any circumstances; The other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction); or a court of competent jurisdiction makes an order to that effect; The other party ceases to carry on its business or substantially the whole of its business; or The other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
