PREMIER ROLLS (SOLUTIONS) LIMITED
GENERAL TERMS AND CONDITIONS OF SALE
1. QUOTATIONS AND ORDERS
The Vendor shall only be bound by orders confirmed in writing. Verbal agreements, quotations or representations that have not been confirmed in writing by the Vendor shall not be binding.
Only goods specified in writing shall form part of the contract of sale.
Any subsequent amendment or variation of an order requested by the Buyer shall not relieve the Buyer of its obligation to pay for any goods already manufactured, produced or committed to production.
The Vendor reserves the right to cancel or suspend an order in the event of war, strikes, lock-outs, force majeure or other circumstances beyond the Vendor’s reasonable control.
All quotations are subject to availability of the goods and/or materials required.
2. VAT
All prices are exclusive of Value Added Tax (VAT), unless expressly stated otherwise. VAT shall be charged at the applicable rate in force at the date of despatch or supply.
3. PRICES
Unless otherwise agreed in writing, prices quoted are based on costs prevailing at the date of quotation.
The Vendor reserves the right to amend its prices to reflect changes in costs occurring between the date of quotation and the date of delivery, including changes in the cost of materials, labour, transport, exchange rates, duties, taxes or other costs outside the Vendor’s reasonable control.
4. DELIVERY AND NON-STANDARD PRODUCTS
Any delivery dates or times quoted by the Vendor are estimates only. The Vendor shall use reasonable endeavours to meet estimated delivery dates but shall not be liable for delays in delivery caused by circumstances beyond its reasonable control.
The Vendor reserves the right to amend an agreed delivery date where delay results from insufficient, inaccurate or late information supplied by the Buyer, or from changes in the availability or cost of materials, labour, exchange rates, transport or other circumstances beyond the Vendor’s reasonable control, including strikes, lock-outs, war, fire, import or export restrictions, or measures imposed by any governmental or public authority.
In respect of non-standard, bespoke or printed goods, the Vendor reserves the right to supply a quantity up to 10% greater or less than the quantity ordered. The quantity actually supplied shall be invoiced accordingly.
5. CANCELLATION AND RETURNS
The Vendor shall not be obliged to accept the cancellation of an order by the Buyer. Any cancellation shall be subject to the Vendor’s prior written agreement and may be subject to reasonable charges for work undertaken, materials purchased or other costs incurred.
Where the Vendor agrees to accept returned goods, a handling charge of 20% of the value of the returned goods may be applied, unless otherwise agreed in writing.
6. COMPLAINTS
Any complaint relating to the goods must be made in writing and received by the Vendor within five days of receipt of the goods.
The Vendor’s representatives, employees and agents are not authorised to give binding guarantees, warranties or declarations unless expressly authorised or subsequently confirmed in writing by the Vendor.
7. LIMITATION OF LIABILITY
Subject to any liability which cannot lawfully be excluded or limited, the Vendor’s liability arising from defective or non-conforming goods shall be limited, at the Vendor’s option, to the replacement of the affected goods or such other remedy as the Vendor may agree in writing.
To the fullest extent permitted by law, the Vendor shall not be liable for any indirect or consequential loss or damage arising out of or in connection with the supply, use or performance of the goods.
Nothing in these Terms and Conditions shall exclude or limit any liability which cannot lawfully be excluded or limited under applicable law.
8. PAYMENT TERMS
Unless otherwise agreed in writing, payment shall be due within 30 days of the date of invoice. No discount shall be allowed for early payment unless expressly agreed by the Vendor in writing.
If payment is not received by the due date, the Vendor reserves the right to suspend or withhold further deliveries until all overdue amounts have been paid.
The Vendor also reserves the right to charge interest on overdue sums at a rate of 3% above the HSBC Bank plc base rate applicable from time to time, calculated on the outstanding amount until payment is received in full, subject to applicable law.
The Vendor’s rights under this clause are without prejudice to any statutory rights or other remedies available to it in respect of late payment.
9. TITLE AND RISK
Title to the goods shall not pass to the Buyer until the Vendor has received payment in full for:
(a) the goods; and
(b) all other sums due from the Buyer to the Vendor under any other contract or arrangement.
Until title has passed, the Buyer shall, so far as reasonably practicable, keep the goods separately stored and clearly identifiable as the property of the Vendor.
If the Buyer sells the goods before title has passed, the Buyer shall account to the Vendor for the proceeds of such sale to the extent permitted by law.
Until title passes, the Vendor may, where legally entitled to do so, enter the Buyer’s premises during reasonable hours for the purpose of recovering goods for which payment has not been made.
Nothing in this clause shall constitute the Buyer as an agent of the Vendor for the purposes of any resale.
Notwithstanding the retention of title by the Vendor, risk in the goods shall pass to the Buyer upon delivery to, or collection by, the Buyer or its nominated carrier.
Stereos and rubber blocks that are subject to regular replacement during production shall remain the property of the Vendor, notwithstanding that the cost of their initial manufacture may have been borne by the Buyer.
Magnesium or zinc blocks charged to the Buyer’s account shall remain the property of the Buyer and shall be made available to the Buyer upon reasonable request.
Where the Vendor lawfully repossesses goods under this clause, the relevant contract of sale in respect of those goods may be treated as terminated, without prejudice to any rights or remedies that have accrued prior to repossession.
These Terms and Conditions and any contract between the Vendor and the Buyer shall be governed by and construed in accordance with the laws of England and Wales.
10. VARIATIONS
No amendment or variation of these Terms and Conditions shall be effective unless agreed in writing by an authorised representative of the Vendor.
11. DESCRIPTION OF GOODS
The description of the goods contained in the Vendor’s written acknowledgement of the Buyer’s order shall be deemed to be the agreed description unless the Buyer notifies the Vendor in writing of any discrepancy within seven days of receiving the acknowledgement.
The Vendor shall not be responsible for inaccuracies in specifications, descriptions or sales literature originating from third-party suppliers, except to the extent that liability cannot lawfully be excluded.
12. REPRESENTATIONS AND SUITABILITY
Unless expressly confirmed in writing by an authorised representative of the Vendor, no employee, representative or agent of the Vendor is authorised to make any warranty or representation concerning the expected life, durability or wear of the goods, or their suitability for any particular purpose or operating conditions.
The Buyer is responsible for satisfying itself that the goods are suitable for its intended purpose, subject to any rights or remedies which cannot lawfully be excluded.
13. STORAGE
If, for reasons beyond the Buyer’s reasonable control, the Buyer is unable to accept delivery when the goods are ready, the Vendor may, subject to the availability of suitable facilities, arrange for the goods to be stored and safeguarded until delivery can take place.
The Buyer shall be responsible for the Vendor’s reasonable costs of storage, handling, insurance and safeguarding the goods.
Where the Buyer refuses or neglects to accept delivery without reasonable cause, the Vendor shall be under no obligation to store or safeguard the goods and, to the fullest extent permitted by law, shall not be liable for deterioration or damage occurring between the date on which delivery was offered and the date on which delivery is ultimately accepted.
14. ALLIED CONTRACTS
Where the Buyer is in breach of its obligations under this contract, the Vendor may, to the extent permitted by law, exercise any rights or remedies available to it under this contract in relation to any other contract then in force between the Vendor and the Buyer.
Where applicable and legally enforceable, such rights may also be exercised where an associated or subsidiary company of the Buyer is in material breach of a contract with the Vendor.
15. TERMINATION
The Vendor may suspend performance of, or terminate, any contract with the Buyer by written notice if:
(a) the Buyer commits a material breach of the contract and, where that breach is capable of remedy, fails to remedy it within a reasonable period following written notice;
(b) the Buyer fails to pay any amount due to the Vendor by the applicable due date;
(c) the Buyer becomes insolvent, is unable to pay its debts as they fall due, enters into any arrangement or composition with its creditors, or becomes subject to any formal insolvency procedure;
(d) a receiver, administrator, liquidator or similar officer is appointed over all or any material part of the Buyer’s assets or undertaking; or
(e) the Buyer ceases, or threatens to cease, carrying on all or a substantial part of its business.
Termination shall be without prejudice to any rights, remedies, obligations or liabilities which have accrued up to the effective date of termination.
Any sums owed by the Buyer to the Vendor at the date of termination shall become immediately due and payable.