Terms & Conditions

 

TERMS AND CONDITIONS OF BUSINESS

1 SCOPE

a) In these terms and conditions:-

i “The Company” shall mean Primaflow Ltd.

ii “the Purchaser” shall mean the company, person or body with whom the Company contracts for the supply of goods;

iii “goods” shall mean the products to be supplied by the Company to the Purchaser in accordance with these terms and conditions and/or as otherwise agreed in writing between the Company and the Purchaser;

iv “The Price” shall mean the price or prices stated in the Company’s ‘Price List’ from time to time in force and which may be subject to merchant discounts or as otherwise agreed in writing.

b) The supply or provision of any goods by the Company to the Purchaser shall be subject to these terms and conditions. Any quotation given or request or order for the supply of goods accepted by the Company shall be subject thereto and the placing with the Company of a request or order for the supply of goods shall be deemed to incorporate these terms and conditions which shall apply to the exclusion of any other terms and conditions wherever referred to or contained and howsoever brought to the notice of the Company.

c) No variation of these terms and conditions shall apply unless confirmed in writing by or on behalf of an authorised representative of the Company.

d) Quotations issued by the Company for the supply of goods will be valid for a period of 30 days from the date of issue unless specifically stated otherwise in writing.

e) These terms and conditions (as modified where applicable in accordance with condition c) above) together with the terms and other matters contained in the Company’s invoice and/or quotation and/or acceptance of order constitute the whole agreement between the parties and supersede any prior promises, representations, undertakings or implications whether written or oral.

 

2 ORDERS

 

Orders accepted by the Company may not be cancelled under any circumstances without the prior written agreement of the Company. Cancellation of orders for goods to a Customer’s own specification will not be accepted.

 

3 PRICING

 

Unless otherwise provided in writing

a) The Price of goods supplied shall be those ruling at date of despatch or if pursuant to a valid quotation the Price stated in the quotation.

b) The Price is exclusive of Valued Added Tax or any other tax duty tariff or charge arising in the United Kingdom.

c) All Prices are ex-warehouse and are thus exclusive of delivery and insurance charges save that the Company shall deliver free of charge on orders of a minimum value of £50 excluding VAT .

d) Orders having a value of less than £50 excluding VAT shall, in addition to the cost of delivery, be subject to a minimum additional handling charge of £5 in respect of UK mainland deliveries and £20 for other destinations or, at it’s discretion, whatever handling charge the Company may consider appropriate.

 

4 DELIVERY

 

  1. The Company will use reasonable endeavours to comply with any date or dates for delivery of the goods but unless expressly provided in writing such date or dates constitute only statements of expectation and shall not be binding. Time of delivery shall not be of the essence. Failure to deliver on an estimated date for delivery shall not constitute a breach of the Contract and the Purchaser shall not be entitled to treat the contract as repudiated or to rescind it or any related contract in whole or in part or claim compensation for such failure for any consequential loss or damage however resulting there from.

  2. When expedited delivery is agreed to by the Company, the Purchaser shall reimburse the Company for all overtime and other additional costs incurred by the Company.

  3. Delivery will be at such location as is agreed or if none is agreed at such location as the Company specifies. The Company reserves the right where appropriate to make delivery of goods ordered by instalments.

  4. Where postponement of delivery is agreed by the Company or occasioned by the Purchaser, the Purchaser shall pay all costs and expenses (including a charge for storage) occasioned thereby and the goods shall be held at the Purchaser’s risk as from the date of postponement.

  5. Delivery shall be deemed to have been effected when the goods are handed over to the Purchaser or an agent of the Purchaser appearing to have authority to receive them or as shall be agreed in writing.

 

5 WARRANTY

 

a) Should any goods sold by the Company prove defective by virtue of faulty materials or manufacture, the Company will replace the same free of charge provided it is notified in writing within two months of delivery unless otherwise stated on the document accompanying any particular Goods. If the Company complies with this clause 5 a) it shall have no further liability for such defective Goods. For the avoidance of doubt the Company shall have no liability for incidental damage or consequential loss nor for labour nor for delivery of damaged Goods to the Company for repair or replacement.

b) This warranty will not apply to any Goods which in the Company’s reasonable opinion have been altered in any way, subjected to misuse or unauthorised repair, been improperly installed or connected or in respect of which any person (other than the Company) has failed to observe or perform any maintenance requirements or procedures. In addition, the warranty will not apply unless the Customer notifies the Company immediately of any defect or the suspected defect in any Goods comes to its knowledge or attention. The Company will not honour this warranty for as long as there persists any breach by the Customer of any contract made with the Company.

 

6 CLAIMS FOR DAMAGE, INCORRECT DELIVERY OR LOSS

 

  1. No claim for damage or loss of Goods in transit or shortages in delivery can be accepted unless notice in writing is given to the Company within 2 days of receipt of the Goods in question or within any shorter time limit specified in the carrier’s applicable terms and conditions of business. In the absence of such written notification the right to any such claim will be deemed to have been waived by the Customer

  2. Any errors or omissions in goods delivered will subject to notification in accordance with clause 6 a) be corrected or rectified by the Company as soon as reasonably practicable in such manner as it shall consider appropriate (whether by replacement, delivery of additions or alternative Goods, repair or otherwise).

 

7 RETURN OF GOODS

 

Once despatched Goods may not be returned to the Company without its prior written consent and such consent will only be given in conjunction with the application of a restocking charge of not less than 15% of the value of the Goods in question plus any transport costs incurred. Such restocking charge to be not less than the amount of the Company’s total expenses in relation to such return.

 

8 TECHNICAL ADVICE

 

Although not qualified so to do the Company may at the request of the Customer (without being under any obligation to do so) furnish technical advice or assistance with reference to the use, repair or installation of any Goods sold by it but the same is furnished or given on the express understanding that is accepted as an expression of opinion in respect of which the company and its staff have no specific relevant expertise or qualification and is therefore used or heeded at the Customer’s risk and the Company shall not be liable for any loss or damage or any claims of whatsoever nature arising directly or indirectly out of the Customer’s use or application of such advice or assistance.

 

9 PAYMENT

 

  1. Subject to 9 b) the Price together with any delivery storage or other charges shall be payable net cash in Sterling and without set-off, deduction or abatement not later than thirty days beyond the end of the month of invoice whether or not the goods have been delivered to the Purchaser. Payment shall be made only to the Company at its nominated office or directly to the Company’s bank account and save to the Company’s Solicitors when instructed, to no other person whether or not an employee or agent of the Company or to any other place.

  2. The Company reserves the right to require payment of the Price and any delivery storage and other charges upon delivery of pro-forma invoice before making delivery of the goods to the Purchaser.

  3. In the event that any goods are delivered at the Purchaser’s request by instalments then each instalment will be the subject of a separate contract and these Conditions shall apply to each contract mutatis mutandis. The Company shall be entitled to request payment for any instalment on the goods so delivered and failure to pay in full within the relevant period shall entitle the Company to suspend deliveries of the goods pending payment without prejudice to any other remedy available to the Company.

  4. The Company reserves the right to charge interest on all overdue accounts at the rate of 4% for each month or part month during which such account remains outstanding whether before or after judgement, interest being compounded with monthly rests. In addition, the Company reserves the right to recover all costs of collection arising in respect of overdue accounts.

  5. Time for payment is of the essence of the contract.

 

10 TITLE & RISK

 

  1. The risk in respect of all goods supplied shall pass to the Purchaser upon delivery or, if the Purchaser wrongfully fails to take delivery of the goods, the time when the Company has tendered delivery of the goods.

  2. The Company shall have no liability whatsoever for or in connection with any damage to or loss of the goods in transit and it is for the Purchaser to make such arrangements for insurance, if any, as it may deem appropriate.

  3. Whilst risk in the goods shall pass on delivery, legal and beneficial ownership of the goods shall remain with the Company until such time as the Company has received payment in full by way of cleared funds in respect of all sums owing by the Purchaser to the Company whether under the Contract or otherwise.

  4. Notwithstanding 10 c) the Customer is authorised to sell the Goods in the ordinary course of business as agent or on the account of the Company and to pass good title in the Goods to its customers and convert or incorporate the Goods into other goods or materials.

  5. The authority to sell convert and incorporate given by clause 10 d) may be revoked at any time by the Company and will automatically determine if there is made a receiving or bankruptcy order against the Customer or (where the Customer is a limited company) it enters into liquidation or has a receiver appointed over any of its assets.

  6. So long as the property in the goods remains vested in the Company, the Company shall have the right, without prejudice to the obligation of the Purchaser to purchase the goods and to pay the Price, to take repossession of the goods and for that purpose to go upon any premises occupied by the Purchaser.

  7. The Company may maintain an action for the Price of the goods notwithstanding that property in the goods may not have passed to the Purchaser

 

11 LIABILITY

 

  1. Save as aforesaid (and save in respect of death or personal injury resulting from the negligence of the Company its servants or agents) the Company shall not be liable for any claim or claims for direct or indirect consequential or incidental injury loss or damage made by the Purchaser against the Company (whether in contract or in tort including negligence on the part of the Company its servants or agents) arising out of or in connection with any defects in the goods or any act omission neglect or default (whether or not the same constitutes a fundamental breach of contract or breach of a fundamental term thereof) of the Company its servants or agents in the performance of the contract.

  2. Without prejudice to the generality of the foregoing, nothing herein contained shall operate or restrict liability for breach of any obligation arising from the Sale of Goods Act 1979 and/or the Supply of Goods and Services Act 1982, as against the Purchaser if it is dealing as a consumer as defined by Section 12 of the Unfair Contract Terms 1977.

  3. Subject only to the provisions of these conditions no statement undertaking warranty or condition express or implied by law trade custom or otherwise shall apply to the contract.

  4. The Purchaser shall keep the Company fully indemnified against all actions, claims or demands by third parties against the Company howsoever arising directly or indirectly in respect of or in connection with the supply of the goods.

  5. Without prejudice to the foregoing, the Company shall in no circumstances be liable for any loss damage costs or expenses which exceed in the aggregate the Price of the goods.

  6. No liability is accepted for the contents of any advertisement, literature or promotional material of the Company or of any other person relating to or describing all or any of the Goods. All such advertisements, literature and promotional material are for general information purposes only, are approximate and subject to change and to differ from any goods sold by the Company from time to time.

  7. Apart from the guarantee given under clause 5 above the Goods are not guaranteed or warranted however and no representation or warranty expressed or implied is given as to the suitability or fitness of the Goods or any of them for any particular purpose so that in agreeing to purchase them the Customer will be taken to have satisfied itself/himself as to their suitability for any purpose for which they are intended to be used.

  8. All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded

 

12 EXPORT

 

Where the goods are to be exported:-

  1. The Uniform Laws on International Sales Act 1967 shall not apply to this Agreement and

  2. The Goods will be sold F.O.B. or C.I.F. at the option of the Company which will be under no obligation to give the Customer notice as specified in section 32 (3) or the Sale of Goods Act 1994.

 

13 TERMINATION

 

  1. This Agreement will terminate immediately upon service of written notice of termination by the Company on the Customer if the Customer has either:-

  1. committed an act of bankruptcy or has made an arrangement or composition with his creditors or otherwise taken the benefit of any Act for the time being in force for the relief of insolvent debtors or has suffered or allowed any execution whether legal or equitable to be levied on his property or obtain against him or (being a body corporate) has had convened a meeting of creditors (whether formal or informal) or has entered into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation or has had a receiver, manager or administrator appointed over its assets undertakings or any part thereof or a resolution has been passed or petition presented to any Court for the winding up the Customer or any proceedings have been commenced relating to the insolvency or possibly insolvency of the Customer or

ii) failed to observe or perform any of its obligations or duties under any contract agreement or arrangement with the Company.

b) The termination of any contract agreement or arrangement between the Company and the Customer in any way whatsoever will be without prejudice to the rights, obligations and liabilities of either party accrued prior to termination.

 

14 FORCE MAJEURE

 

The Company will have no liability to the Customer in respect of any loss or damage sustained arising out of any delay or non-delivery of any Goods, breach or delay in performance of the Company ’s obligations to the customer to the extent that the same is due to circumstances beyond the reasonable control of the Company including (but without limitation) strikes, lock-outs, industrial disputes, fire, act of God, riots, war or any failure delay or breach or non performance by any third party.

 

15 APPLICABLE LAW

 

This contract will be governed by and in accordance with the laws of England and the parties submit to the non-exclusive jurisdiction of the English Courts.

 

16 ENFORCEABILITY

If any provision of these terms and conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these terms and conditions and the remainder of the provision in question shall not be affected

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