Commencement Date: the point at which the Contract comes into existence.
Contract: the contract between you and us for the supply of Goods in accordance with this Contract.
Event Beyond Our Control: an event beyond our reasonable control such as but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, or default of suppliers or subcontractors.
Goods: the goods, materials, parts, articles and Goods (or any part of them) set out in the Order.
Goods Specification: any specification for the Goods agreed in writing by you and us.
Order: your order for the supply of Goods as set out in our order acknowledgement.
Us/our: Park Electrical Distributors Limited, registered in England and Wales (company number 02704445) and whose registered address is Unit 3 Queen’s Park, Earlsway, Team Valley, Gateshead, Tyne & Wear NE11 0QD.
(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
(b) a reference to a party includes its personal representatives, successors or permitted assigns;
(c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
(d) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
(e) a reference to writing or written includes faxes and e-mails.
- BASIS OF CONTRACT:
2.1 The Order is an offer by you to purchase Goods in accordance with this Contract. The Contract will come into existence when we process your Order (such act being deemed acceptance of your offer). If your Order is equal to or worth over £5 000.00 then, at our absolute discretion, we may provide written acceptance of the Order, prior to processing it, and in those circumstances the Contract will come into existence by our sending the acceptance to you.
2.2 Any quotation we give you is not an offer. It is valid for thirty days from the date we issue it, after which it will automatically lapse.
2.3 The Contract is the entire agreement between you and us. You acknowledge that you have not relied on any statement of any kind given by us (or on our behalf) which is not set out in the Contract. The Contract expressly excludes any other terms that you want to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.4 Except as set out in the Contract, any variation of the Contract will only be effective if we have agreed in writing the variation with you.
2.5 We may refuse any order that does not refer or correspond to the Quotation in terms of specifications, prices, delivery and this Contract.
3.1 The Goods are described in the Goods Specification and we have the right to amend the Goods Specification to meet any applicable statutory or regulatory requirements.
- DELIVERY OF GOODS:
4.1 We will make reasonable efforts to meet any delivery dates you specify to us but such dates are for guidance only and we will not be liable to you or any third party for any consequential losses, liquidated damages or other costs if we do not deliver the goods on according to the delivery dates.
4.2 We will:
(a) ensure each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
(b) clearly state if any packaging material must be returned to us. We will arrange collection of such packaging material with you and at our expense.
4.3 You must inspect all Goods on delivery and report any damage, shortages or faults within forty eight hours of receipt of goods. We are not liable to you for any damage, shortages after this period. We will only replace damaged parts at an agreed cost if the damage occurred during transportation or unloading.
4.4 Once inspection has taken place or the time specified for the inspection has passed then we will replace the parts at the agreed contract price only.
4.5 If we fail to deliver the Goods, our liability shall be limited to the costs and expenses incurred by you in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. We are not liable if we are unable to deliver the Goods due to an Event Beyond Our Control or if you do not provide us with any relevant or proper instructions related to the supply of the Goods.
4.6 We may deliver the Goods by instalments which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle you to cancel any other instalment.
- RETURN OF GOODS:
5.1 Subject to clause 6 there is no automatic right to return the goods. We may, however, at our sole discretion and with our prior written consent allow you to return some or all of the Goods. Please note that certain goods which have been especially prepared for you may not be returned. If we agree with you that you may return the goods, then you must return them securely packed with the receipt of the delivery note and invoice relating to the Goods. You are responsible for all costs (including insurance) for the returning the Goods to us.
- QUALITY OF GOODS:
6.1 We warrant that for twelve months from the date of delivery (warranty period), the Goods shall:
(a) conform with the Goods Specification;
(b) be free from material defects in design, material and workmanship;
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
(d) be fit for any purpose held out by us.
6.2 If you incur any costs due to a fault in but limited to either materials of construction, design or workmanship of the goods or Goods then this shall be covered by warranty insurance held by us but this will not include any consequential losses or damages and will in any event be limited to the value of the parts taken at the time of the warranty claim.
6.3 We shall not be liable for the failure of the Goods to comply with the warranty in clause 6.1 if:
(a) you use the Goods after you have told us that the Goods do not comply with the warranty;
(b) the defect arises because you did not follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
(c) you alter or repair such Goods without our written consent;
(d) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions;
(e) the Goods differ from the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
6.4 Except as provided in this clause, we shall have no liability to you in respect of the Goods’ failure to comply with the warranty set out in clause 6.1.
6.5 The terms of this Contract shall apply to any repaired or replacement Goods supplied by the Supplier.
- TITLE AND RISK:
7.1 The risk for Goods shall pass to you when you collect the Goods or when they are delivered to you.
7.2 Title to the Goods shall pass to you when you have paid us in full (either in cash or cleared funds), including the amount of any interest or other sum payable under the terms of this and all other contracts between the parties and any other goods that we have supplied you.
7.3 Until title to the Goods has passed to you, you shall:
(a) hold the Goods on a fiduciary basis as the our bailee;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on our behalf from the date of delivery;
(d) notify us immediately you becomes subject to any of the events listed in clause 11.1(b) to clause 11.1(m); and
(e) tell us any information about the Goods that we may require.
7.4 If, before title to the Goods passes to you, you are subject to any of the events in clause 11.1(b) to clause 11.1(m), or we reasonably believe that any such event is about to happen and we notify you accordingly, then, provided the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the we may have, we may require you to return the Goods to us and if you fail to do so promptly, enter we may enter your premises or of any third party where the Goods are stored in order to recover them.
- YOUR OBLIGATIONS:
8.1 You shall:
(a) ensure that the terms of the Order and (if relevant) the Goods Specification are complete and accurate;
(b) provide us with such information and materials as we may reasonably require to supply the goods, and ensure that such information is accurate in all material respects;
(c) obtain and maintain all necessary licences, permissions and consents which may be required for the goods;
8.2 If we are unable to perform any our obligations under this contract because of any act or omission by you (Customer Default):
(a) we shall without limiting its other rights or remedies have the right to suspend the supply of the Goods until you put right the Customer Default;
(b) we are not liable for any of your costs or losses sustained because of our failure or delay to perform any of its obligations as set out in this clause; and
(c) you reimburse us for any of our costs or losses sustained we incur because of the Customer Default.
- CHARGES AND PAYMENT:
9.1 The price for Goods shall be the price in UK sterling as set out in the Order or, if no price is quoted, the price set out in our price list (copies of which are available on request) as at the date of delivery (available on request). The price of the Goods excludes the costs and charges of packaging, insurance, offloading and transport of the Goods.
9.2 We may increase the price of the Goods, by giving notifying you at any time before delivery, if this price increase is due to:
(a) any factor beyond our reasonable control; or
(b) your request to change delivery dates, quantities or types of Goods ordered, or the Goods Specification; or
(c) any delay caused by your instructions of the Customer or your failure of the Customer to give us adequate or accurate information or instructions in respect of the Goods.
9.3 We shall invoice you on or at any time after completion of delivery.
9.4 You agree to pay our invoice:
(a) within thirty days of the date of the invoice unless agreed otherwise in writing by the our financial controller or managing director; and
(b) in full and in cleared funds to a bank account nominated in writing by us; and
(c) time for payment shall be of the essence of the Contract.
9.5 All amounts payable by you under the Contract exclude value added tax chargeable from time to time (VAT). If there is any taxable supply for VAT purposes made under the Contract by us to you, then you shall, on receipt of a valid VAT invoice from us, pay us such additional amounts in respect of VAT that are chargeable on the supply of the Goods or Goods at the same time as payment is due for the supply of the Goods or Goods.
9.6 If you do not make any payment due us under the Contract by the due date for payment, then:
(a) you shall pay interest on the overdue amount at the rate of 4% per annum above National Westminster’s base rate from time to time. This interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount.
(b) we may pass your details to a credit reference agency.
- LIMITATION OF LIABILITY:
10.1 Nothing in this Contract shall limit or exclude our liability for:
(a) death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 2 of the Supply of Goods and Goods Act 1982 (title and quiet possession);
(d) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession);
(e) defective products under the Consumer Protection Act 1987.
10.2 Subject to clause 10.1:
(a) we are not liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
(b) our total liability to you in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price for the Goods as specified in this Contract.
10.3 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Goods Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
10.4 This clause 10 shall survive termination of the Contract.
11.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within seven days after receipt of notice in writing to do so;
(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
(c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;
(e) the other party is the subject of a bankruptcy petition or order;
(f) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within seven days;
(g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a Supplier);
(h) the holder of a qualifying charge over the assets of the other party has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(j) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.1(b) to clause 11.1(i) (inclusive);
(k) the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business;
(l) a party’s financial position deteriorates to such an extent that in the other party’s opinion the party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
(m) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
11.2 Without limiting our other rights or remedies, we may terminate the Contract with immediate effect by giving you written notice to the if you do not pay any amount due under this Contract on the due date for payment.
11.3 Without limiting its other rights or remedies, we may suspend the supply of Goods or all further deliveries of Goods under the Contract or any other contract between you and us if you fail to pay any amount due under this Contract on the due date for payment, you become (or we have reasonable belief that you will become) subject to any of the events listed in clause 11.1(b) to clause 11.1(m)
11.4 On termination of the Contract for any reason:
(a) you shall immediately pay to us all our outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has yet been submitted, the we shall submit an invoice to you which you shall pay immediately on receipt;
(b) you shall return all Goods which have not been fully paid for and if you fails to do so, then we enter your premises and take possession of them. Until they have been returned, you shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
(c) the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
(d) clauses which expressly or by implication have effect after termination shall continue in full force and effect.
- EVENTS BEYOND OUR CONTROL:
12.1 We will not be liable to you for any delay or failure to perform our obligations to you under this Contract as a result of an Event Beyond Our Control.
12.2 If the Event Beyond Our Control prevents us from providing any of the Goods or Goods for more than six weeks, then we shall, without limiting our other rights or remedies, have the right to terminate this Contract immediately by giving you written notice.
- OTHER IMPORTANT CLAUSES:
13.1 We may transfer our rights and obligations under these Contract to another organisation, and we will always tell you in writing if this happens, but this will not affect your rights under the contract or the obligations owed to you under the Contract. You may only transfer your rights or your obligations under these Contract to another person if we agree to this in writing.
13.2 We may, without prejudice to any other rights we may have, set off your liability to us against any liability we have to you, but you may not set off our liability to you without our prior written consent.
13.3 This Contract is between you and us. Subject to clause 13.2 above no one else shall have any rights to enforce any of its Contract.
13.4 Each of the paragraphs of this Contract operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
13.5 If we fail to insist that you perform any of your obligations under this Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and it will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
13.6 Nothing in this Contract shall establish any partnership or joint venture between you and us, make any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Both parties confirm they are acting on their own behalf and not for the benefit of any other person.
13.7 This Contract constitutes the entire Contract between you and us and it supersedes and extinguishes all previous Agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that, in entering into the Contract, they have not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently).
13.8 Both parties agree that they:
(a) have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Contract;
(b) have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract of Service.
13.9 This Contract is governed by English law. Both parties agree to the non-exclusive jurisdiction of the English courts.
This Contract has been entered into on receipt of an order.