All business is carried on subject to the following terms and conditions
(“Terms”), except as varied by specific written agreement of the
Company. By placing any order with the Company the customer shall
be deemed to have agreed to and accepted these Terms. In these Terms
“Contract” means the contract for the supply of Goods formed by the
Company’s acceptance of the customer’s order.
1. No order will be binding upon the Company unless and until
accepted by the Company in writing or by delivery of any goods
the subject of the order (“Goods”).
2. Orders are accepted only on the basis that these Terms (or
varied as aforesaid) apply to the order. Accordingly any terms
endorsed on or contained or referred to in any customer’s order
or confirmation or otherwise communicated to the Company
which are inconsistent with these Terms and are not specifically
agreed to in writing by the Company, shall be deemed to be
superseded and nullified by these Terms.
3. The Company reserves the right to consult whomever it
considers appropriate for the purposes of obtaining trade
references for the Customer. Such trade references will be
recorded by the Company and will be made available to other
businesses for the continuing assessment of credit risk. The
Company reserves the right to amend any accidental error or
omission on quotations, order acknowledgements, invoices or
credit notes.
4. Although all delivery dates stated by the Company are given in
good faith and all reasonable efforts will be made to adhere to
them, the Company accepts no liability for any failure to comply
with such dates by reason of any cause beyond the Company’s
reasonable control. Time of delivery shall not be of the essence.
5. The Company shall be entitled to make partial deliveries and
failure to deliver part only of any order shall not entitle the
customer to reject the Goods.
6. If the customer fails to take delivery of the Goods on the date of
delivery, the Company shall, without prejudice to its other rights,
be entitled to store the Goods at the customer’s risk and the
customer shall pay all storage and additional carriage costs
incurred.
7. Whilst every effort will be made to supply Goods in accordance
with samples and/or agreed specifications the Company
reserves the right to modify specifications, designs and materials
where such modifications do not materially affect the quality or
fitness for purpose of the Goods or to comply with any
applicable standards or legal requirements.
8. Unless otherwise notified to the customer, Goods will be
invoiced at the price stipulated in the Company’s published
price list current at the date of the acceptance of the order. In
the case of an order for delivery by instalments each instalment
shall be invoiced at the price stipulated in the Company’s
published price list at the date of despatch of such instalment.
Such prices are exclusive of VAT.
9. Prices do not include delivery to a third party address, unless
otherwise agreed in writing. Where appropriate, all carriage,
modifications, special testing, inspections, insurance, packing or
samples will be charged to the customer.
10. Unless it has been agreed between the Company and the
Customer that the Customer purchases the Goods on a
proforma basis before Goods have been despatched to the
Customer, the Company shall invoice the Goods on or after
despatch of the Goods. The Company shall be entitled to
invoice each instalment as and when each instalment is
despatched. Payment of all sums shall be made in sterling and
is due 30 days from the date of the relevant invoice. The
Company may sue for any monies outstanding beyond this date
even if property in any relevant Goods has not passed to the
customer. A 2% charge will be levied for payments made by
credit card.
11. If any payment is not made in full by the due date then, without
affecting any other right which it may have, the Company may
deduct any outstanding amounts from any monies owed to the
customer on any account whatsoever.
12. Interest on any outstanding amounts may be charged, which
shall accrue from the due payment date until the date of
payment. No payment shall be deemed to have been made until
the Company’s account is credited with the relevant cleared
funds. Should the purchaser fail to pay on the due date or fail to
comply with the terms of payment the Company reserves the
right to claim compensation for debt recovery costs and interest
under the Late Payment of Commercial Debts [Interest] Act
1988.
13. The customer may not withhold or make any deduction from or
set off against any payment due to the Company for any reason.
14. Export sales shall be subject to FOB terms (as defined in the
latest published version of Incoterms from time to time). It is the
customer’s responsibility to obtain all necessary import licences,
clearances and other consents necessary for the purchase of the
Goods and to ensure that the Goods comply with all local
legislative or other legal requirements.
15. If the customer has paid a service fee on any Goods purchased,
then the Company warrants to make all necessary repairs on the
terms as detailed on the customers price list given to the
customer. All service calls must be placed by the customer. This
warranty does not cover breakdowns which have been caused
by the misuse or incorrect installation of any Goods. If after
repairing the Goods the fault is found to have been caused by
customer misuse the service charges plus an administration fee
must be immediately repaid to the Company.
(a) The customer must make adequate provision to allow
warranty repairs to be carried out, this would include
ensuring any permits to work are made available during
normal working hours. Where there is the need to work
out of hours, ie certain shopping centres/market halls,
the client is responsible for additional charges.
If it is known that specific site health and safety inductions
are necessary for engineers to carry out work, these
inductions will be done at the clients expense,
alternatively in these instances the units must be
purchased on a parts only warranty basis. This would
include some colleges, hospitals, airports and some
shopping centres.
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6. The Company will (at the Company’s option) either replace or
refund the price of any Goods which are shown to the
Company’s reasonable satisfaction to be defective in materials
or workmanship at the time of delivery or to be a shortfall in
quantity delivered provided that:
16.1 the customer inspects the Goods on delivery and notifies
the Company within three days of delivery of any alleged
defects, shortage in quantity or damage. If the customer
fails to comply with these provisions, the Goods shall be
deemed conclusively to be in accordance with the
Contract and free from any defect or damage which
would be apparent on a reasonable examination of
them;
16.2 when signing for deliveries the customer must state
clearly on the delivery note any damage or shortages;
16.3 loss or non-delivery must be notified in writing to the
Company and to the carrier within fourteen days of the
despatch date on the advice note or invoice;
16.4 where a defect would not have been apparent on a
reasonable examination under clause 16.1, the
customer notifies the Company as soon as reasonably
possible when the defect becomes apparent or within
one hundred and eighty (180) days of delivery whichever
is earlier; and
16.5 the customer provides all information and assistance
required by the Company to investigate any suspected
defect and, if required, permits the Company to inspect
the Goods concerned at any premises where the same
are located.
Goods returned which are over twenty eight (28) days
old from the date of purchase may be replaced with a
refurbished or repaired product
17. Clause 16 defines the Company’s full liability in respect of the
Goods. All other conditions, warranties or other undertakings
concerned with the Goods whether express or implied by statute,
common law, custom, usage or otherwise, are excluded except
that nothing in these Terms shall exclude any liability of the
Company for death or injury resulting from negligence or for
breach of terms as to title under Section 12 of the Sale of
Goods Act 1979.
18. Without prejudice to the provisions of clauses 15 and 16, the
Company shall not be liable for any costs, claims, damages,
losses or expenses arising out of any tortious act or omission or
any breach of contract or statutory duty calculated by reference
to profits, income, production or accruals or loss of such profits,
income, production or accruals.
19. Save where the law prohibits such limitation of liability and
without prejudice to clauses 16, 17 and 18 the liability of the
Company shall not in any circumstances exceed the invoice
value of the Goods.
20. The Company shall not be responsible for affixing any warning
notices to the Goods or their packaging, this shall be the
responsibility of the customer who is deemed to have full
knowledge of the Goods in relation to safety and otherwise.
21. The Company will only accept the cancellation of orders as
follows:
(a) Goods are not sold on a trial basis. Customers should
check the specifications and suitability of the Goods
before ordering. The Company does not warrant the
suitability of the Goods for specific applications.
(b) Goods which have been incorrectly ordered will only be
accepted for return with the prior approval of the
Company.
(c) Returned Goods will only be accepted if they are:
correctly packed in the original packaging with the
manuals, returned with the necessary proof of delivery
and purchase, and have not been used. A restocking
charge of 25% of the value of the Goods will be charged
to the customer on all such Goods.
(d) If the customer cancels the Goods whilst the Goods are
still in transit, an abortive delivery charge will be charged
to the customer.
(e) Goods may not be returned without a Goods Return
Authorisation Number which can be obtained from the
Company by contacting the Company Sales Desk on
01254 614444.
(f) Any item ordered that is not normally held in stock will be
ordered on the customers behalf from the manufacturer
or other supplier. Such items cannot be returned if the
customer decides that it is no longer required.
22. Goods which the Company has agreed to sell to the customer
shall be at the customer’s risk as soon as they are delivered to
the customer’s UK premises or other agreed destination. These
Goods shall remain the property of the Company until such time
as the customer shall have paid the Company the agreed price,
together with the full price of any other goods sold to the
customer payment for which is outstanding. The passing of title
and risk in the Goods supplied by the Company shall be as
follows:
(a) from the time of delivery, the Goods shall be at the
customer’s risk who shall be solely responsible for their
custody and maintenance but, unless otherwise expressly
agreed in writing, the Goods shall remain the
Company’s property until all payments to be made by the
customer under this Agreement and any other agreement
between the Company and the customer and on any
other account whatsoever have been made in full and
unconditionally. Whilst the Company’s ownership
continues the customer shall keep the Goods labelled as
belonging to the Company and separate and identifiable
from all other goods in its possession as bailee for the
Company;
(b) the customer’s right to possession of the Goods shall
immediately cease if the customer does anything or fails
to do anything which would entitle an administrator or
administrative receiver to take possession of any of the
customer’s assets or entitle any person to present against
the customer a petition for winding up;
(c) the customer may only re-sell the Goods to the
customer’s clients in the ordinary course of the
customer’s business as a fiduciary and trustee for the
Company. In the event of any resale by the customer of
the Goods the Company’s beneficial entitlement shall
attach to the proceeds of sale or other disposition thereof
so that such proceeds or any claim therefor shall be
assigned to the Company and until such assignment
shall be held on trust in a separate identified account for
the Company by the customer and such proceeds shall
not be mingled with other moneys or paid into any
overdrawn bank account and shall at all times be
identifiable as the Company’s moneys;
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(d) without prejudice to the equitable rules as to tracing, in
the event of failure to pay any and all the payments for
the Goods in accordance with these Conditions the
Company shall have power to re-sell the Goods, such
power being additional to (and not in substitution for)
any other power of sale arising by operation of law or
implication or otherwise and for such purpose the
Company and its servants and agents may forthwith enter
Pentland Wholesale Limited
Blizzard House, Cunliffe Road, Whitebirk Ind. Estate,
Blackburn, Lancashire. BB1 5ST
Tel: (0845) 230 6444 Fax: (01254) 614477
upon any premises or land occupied or owned by the
customer to remove the Goods; and
(e) pending payment of any and all payments due hereunder
for the Goods the customer shall at all times keep the
Goods comprehensively insured against loss or damage
by accident, fire, theft and other risks usually covered by
insurance in the type of business carried on by the
customer in an amount at least equal to the balance of
the payments due hereunder for the same from time to
time remaining outstanding. The policy shall bear an
endorsement recording the Company’s interest.
23. The Company or any related companies shall have the right to
cancel all or any contracts with the customer or withhold delivery
of any Goods if:-
23.1 the customer fails to pay any monies owing to the
Company or any related companies by the due date;
23.2 the customer commits any breach of any contract with
the Company or any related companies; or
23.3 the customer compounds with or executes an assignment
for the benefit of its creditors or commits any act of
bankruptcy or goes into liquidation or has a receiver,
administrative receiver or administrator appointed over
all or part of its assets or has a third party levy distress on
their property, or suffers any similar or analogous act.
In the event of delivery being withheld the Company shall
be entitled as a condition of resuming delivery to require
pre-payment of or such security as it may require for the
payment of the price of any further delivery.
24. The customer’s attention is drawn to the Company’s guidelines
and regulations on health and safety within the workplace,
copies of which will be provided on request. The installation of
the Goods requires a qualified person. The Company makes no
warranty as to the suitability of any packaging should the
customer wish to re-sell the Goods. It is the responsibility of the
customer to take such steps as are necessary to ensure that
appropriate information relevant to the Goods is made
available to any person to which the customer supplies the
Goods to.
25. The construction, validity and performance of all Contracts
between the parties shall be governed by English law and shall
be subject to the exclusive jurisdiction of the English Courts
although this shall not limit the right of the Company to
commence proceedings in any other jurisdiction the Company
deems appropriate.
26. Any suggested retail prices quoted in the Company’s price lists
or catalogues shall not limit the customer’s right to set its own
retail prices.
27. The Company shall not be liable in any way for loss, damage or
expense arising directly or indirectly from any failure or delay in
performing any obligation under any contract caused by any
circumstances beyond its reasonable control, which shall,
without limiting the generality of the foregoing, be deemed to
include war or any other action of military forces, terrorism, riot,
civil commotion, sabotage, vandalism, accident, break-down or
damage to machinery or equipment, fire flood, legislative or
administrative interference, acts of God, strike, lock-out or other
industrial disputes (whether or not involving employees of the
Company) or shortage of materials or the Company’s inability
to procure materials or supplies. On the occurrence of any such
event, the Company may at its discretion, perform, suspend
performance of or terminate the contract.
28. The Customer shall ensure that no trade mark or logo used on
or in connection with any of the Goods or their packaging is
added to, obscured, removed, defaced, altered or otherwise
interfered with in any way.
29. Trade marks and/or logos applied to any of the Goods may be
used in advertising material intended for use in retail outlets or
in catalogues for the purpose only of promoting the retail sale
of the Goods concerned and provided that the Company’s prior
written consent is obtained.
30. Except as permitted by clause 29 above the customer shall not
make any use of any logo or trade mark owned or used by the
Company (whether in connection with the goods or otherwise)
or any part thereof for any purpose whatsoever.
31. Any part of these Terms which is void or unenforceable shall be
deemed severable and shall not affect any other part of these
Terms.
32. No waiver or forbearance by the Company (express or implied)
in enforcing any of its rights under a Contract shall prejudice its
right to do so in the future.
UK WEEE Regulations (SI2006/3289 Waste Electrical and Electronic
Equipment Regulations 2006 as modified by any subsequent
legislation).
Future WEEE
Pentland Wholesale Limited sells its products either retaining the
Producer’s obligations under the WEEE Regulations or with our
customer taking on those responsibilities. In either case the customer
must clearly state which of these options he requires and this must be
documented.
Pentland Wholesale Limited will confirm this option on its order
acceptance documentation.
The customer must agree to disclose this agreement to any subsequent
purchaser(s) of this equipment, as required by the regulations.
Historic WEEE
The purchaser agrees to absolve Pentland Wholesale Limited from its
obligations under the UK WEEE Regulations which require Pentland
Wholesale Limited to be responsible for financing the collection,
treatment, recovery and environmentally sound disposal of any product
supplied before 13th August 2005, where a similar new product is
being purchased.
Pentland Wholesale Limited will undertake the collection, treatment,
recovery and environmentally sound disposal of any product supplied
before 13th August 2005 (or outside the scope of the WEEE
regulations) subject to payment of its current disposal fees.
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