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Ppe Spa Terms+conditions Uk
Ppe Spa Terms+conditions Uk
Conditions of Sale
1. Interpretation
1.1. In these Conditions:
BUYER means the person who accepts a quotation of the seller for the sale of
the goods or whose order for the goods is accepted by the seller
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 Conditions.
CONDITIONS means the standard terms and 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
CONTRACT means the contract for the purchase and sale of the Goods
means of communication.
their interpretation.
any written quotation of the Seller which is accepted by the Buyer, or any written
order of the Buyer which is accepted by the Seller, subject in either case to
these Conditions, which shall govern the Contract to the exclusion of any other
by the Buyer.
2.3. The Seller’s employees or agents are not authorised to make any
In entering into the Contract the Buyer acknowledges that it does not rely on any
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 upon
entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for
2.5. Any typographical, clerical or other error or omission in any sales literature,
2.6. The Buyer shall be responsible for ensuring that any applicable statutory
requirements are enquired about before ordering the Goods and conformed with
3.2. The Buyer shall be responsible to the Seller for ensuring the accuracy of the
3.3. The quantity, quality and description of and any specification for the Goods shall
be those set out in the Seller’s quotation (if accepted by the Buyer) or the
3.4. Given the unstable structure and the tolerable nature of the Goods, the Seller
reserves the right to manufacture the Goods 2% more of 2% less than the size
ordered without any adjustment in the price and the size of the Goods delivered
the Buyer shall indemnify the Seller against all loss, damages, costs and
agreed to be paid by the Seller in settlement of any claim for infringement of any
rights of any other person which results from the Seller’s use of the Buyer’s
specification.
3.6. The Seller reserves the right to make any changes in the specification of the
3.7. No order which has been accepted by the Seller may be cancelled by the Buyer
except wit 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
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. 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 (such as,
the Buyer, or any delay caused by the instructions of the Buyer or failure of the
4.3. Except as otherwise stated under the terms of any quotation or in any price list
of the seller, and unless otherwise agreed in Writing between the Buyer and the
Seller, all prices are given by the Seller 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 price is exclusive of any applicable value added tax, which the Buyer shall
4.5. The cost of pallets and returnable containers will be charged to the Buyer in
addition to the price of the Goods, but full credit will be given to the Buyer
provided they are returned undamaged to the Seller before the due payment
date.
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5. 5Terms of payment
5.1. Subject to any special terms agreed in Writing between the Buyer and the Seller,
the Seller shall be entitled to invoice the Buyer for the price of the Goods on or
at any time after the delivery of the Goods, unless the Goods are to be collected
by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which
event the Seller shall be entitled to invoice the Buyer for the price at any time
after the Seller has notified the Buyer that the Goods are ready for collection or
(as the case may be) the Seller has tendered delivery of the Goods.
5.2. Unless otherwise agreed in writing by the Seller the price of the Goods is strictly
5.3. The Buyer shall pay the price of the Goods (less any discount which may be
agreed) within 30 days of the date of the Seller’s invoice, and the Seller shall be
entitled to recover the price, notwithstanding that delivery may not have taken
place and the property in the Goods has not passed to the Buyer. The time of
payment of the price of the Goods shall be of the essence of the contract.
5.4. If the Buyer fails to make any payment on the due date then, without prejudice to
any other right or remedy available to the Seller, the Seller shall be entitled to:
5.4.1. Cancel the contract or suspend any further deliveries to the Buyer;
5.4.2. Appropriate any payment made by the Buyer to such of the Goods (or the
goods supplied under any other contract between the Buyer and the Seller)
5.4.3. Charge the Buyer interest (both before and after any judgement) on the
amount unpaid, at the rate of 4 per cent annum above the National
Westminster Bank PLC base rate from time to time, until payment in full is
made (a part of a month being treated as a full month for the purpose of
calculating interest).
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6. Delivery
6.1. Delivery of the Goods shall be made by the Buyer collecting the Goods at 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
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 upon giving reasonable notice to the Buyer.
6.3. Where the Goods are to be delivered in instalments, each delivery shall
constitute a separate contract and failure by the Seller to deliver any one or
more of the instalments in accordance with these Conditions or any claim by the
Buyer in respect of any one or more instalments shall not entitle the Buyer to
6.4. If the Seller fails to deliver the Goods (or any instalment) 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 prejudice to any other right or remedy available to the Seller,
6.5.1. Store the Goods until actual delivery and charge the Buyer for the
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
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7. Risk and property
7.1. Risk of damage to or loss of the Goods shall pass to the Buyer:
7.1.1. In the case of the Goods to be delivered at the Seller’s premises, at the
time when the Seller notifies the Buyer that the Goods are available for
collection; or
7.1.2. In the case of the Goods to be delivered otherwise than at the Seller’s
premises, 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 the risk in the Goods, or any other
provision of these Conditions, 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 the Goods and all other Goods agreed to be sold by the Seller to the
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
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8. Warranties and liability
8.1. Subject to the conditions set out below, the Seller warrants that the Goods will
correspond with their specification at the time of delivery and will be free from
defects in material and workmanship for a period of 3 months from the date of
their initial use of 3 months from delivery, whichever is the first to expire, in
their initial use or 1 month from delivery, whichever is the first to expire, in
8.2. The above warranty is given by the Seller subject to the following conditions:
8.2.1. The Seller shall be under no liability in respect of any defect in the Goods
fair wear and tear, wilful damage, negligence, abnormal working conditions,
8.2.3. The Seller shall be under no liability under the above warranty (or any
other warranty, condition or guarantee) if the total price for the Goods has
8.2.4. The above warranty does not extend to parts, materials or equipment not
8.2.5. The Seller shall be under no liability in respect of any defect in the Goods
8.2.6. The Seller shall be under no liability in respect of any defect in the Goods
arising from any process applied to the Goods by the Buyer or a third party
8.2.7. The Seller shall be under no liability in respect of any defect in the Goods
8.2.8. The Seller shall be under no liability under the above warranty if the Buyer
8.3. The Buyer acknowledges that the Goods are temporary structures and are
vulnerable to weather and other outside conditions and the Seller shall not be
responsible for any damage arising to the Goods as a result of these conditions.
8.4. Subject as expressly provided in these Conditions, 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.
8.5. Where the Goods are sold under a consumer transaction (as defined by the
8.6. 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 7 days from the
date of delivery or (where the defect or failure was not apparent on reasonable
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
8.7. Where any valid claim in respect of any of the Goods which is based on any
Seller shall be entitled to 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), but the Seller shall have no further
8.8. Except in respect of death or personal injury caused by the Seller’s negligence,
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 any indirect,
arise out of or in connection with the supply of the Goods 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 Conditions.
8.9. The Seller shall not be liable to the Buyer or be deemed to be in breach of the
the Seller’s obligations in relation to the Goods, if the delay or failure was due to
any cause beyond the Seller’s reasonable control. Without prejudice to the
generality of the foregoing, the following shall be regarded as causes beyond the
requisition;
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9. Indemnity
9.1. 1If any claim is made against the Buyer that the Goods infringe or that their use
or resale infringes the patent, copyright, design, trade mark or other industrial or
intellectual property rights of any other person, then unless the claim arises from
the use of any drawing, design or specification supplied by the Buyer, the Seller
shall indemnify the Buyer against all loss, damages, costs and expenses
awarded against or incurred by the Buyer in connection with the claim, or paid or
9.1.2. The Buyer shall give the Seller all reasonable assistance for the purposes
9.1.3. Except pursuant to a final award, the Buyer shall not pay or accept any
such claim, or compromise any such proceedings without the consent of the
9.1.4. The Buyer shall do nothing which would or might vitiate any policy of
insurance or insurance cover which the Buyer may have in relation to such
infringement, and this indemnity shall not apply to the extent that the Buyer
recovers any sums under any such policy or cover (which the Buyer shall
9.1.5. The Seller shall be entitled to the benefit of, and the Buyer shall
accordingly account to the Seller for, all damages and costs (if any) awarded
in favour of the Buyer which are payable by or agreed with the consent of
9.1.6. Without prejudice to any duty of the Buyer at common law, the Seller shall
be entitled to require the Buyer to take such steps as the Seller may
expenses for which the Seller is liable to indemnify the Buyer under this
clause.
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10. Insolvency of Buyer
10.1. 10.1This clause applies if:
10.2. 10.1.1The Buyer makes any voluntary arrangement with its creditors
subject to an administration order or goes into liquidation (otherwise than for the
10.5. 10.1.4The Seller reasonably apprehends that any of the events mentioned
above is about to occur in relation to the Buyer and notifies the Buyer
accordingly.
10.6. 10.2If this clause applies then, without prejudice to any other right or
remedy available to the Seller, the Seller shall be entitled to 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
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11. 11General
11.1. 11.1The Seller reserves the right to perform any of its obligations or
exercise any of its rights hereunder by itself or through its associated company
FlexiPPE (provided that any act or omission of the associated company shall be
deemed to be the act or omission of the Seller) and these Conditions shall apply
other under these Conditions 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
11.3. 11.3No waiver by the Seller of any breach of the Contract by the buyer
other provision.
11.4. 11.4If any provision of these Conditions is held by any competent authority
11.5. 11.5For the avoidance of doubt nothing in these Conditions shall confer on
any third party any benefit or the right to enforce any term of these Conditions.
11.6. 11.6The Contract shall be governed by the laws of Canada, and the buyer