Parkside Ceramics Limited
TERMS and CONDITIONS OF SALE
Applicable to orders placed on or after 1 January 2019
Please read these terms and conditions carefully. They will bind you when you do business with us.
DEFINITIONS AND INTERPRETATION
1. The definitions and rules of interpretation in the Appendix apply to each Contract.
ORDERING AND TERMS AND CONDITIONS
2. To buy from us, you must place an order, by confirming to us in writing your acceptance of our Quotation, within its validity period (this is sixty days from the date of the Quotation, or any other period given in the Quotation). Exceptionally, if you buy from us without a Quotation having been given by us, these terms and conditions shall apply, with references to “Quotation” meaning the written communications between you and us specifying your requirements and how we propose to fulfil them.
3. When you place an order, this will result in a separate Contract between you and us, under which we agree to sell and you agree to buy the Products specified in the applicable Quotation for the price stated in that Quotation, or where prices are not stated our list prices will apply, subject always to our rights to vary prices under clauses 5, 8 and 18; and in addition you agree to pay for delivery costs and any other costs stated in that Quotation, or where not stated our list prices will apply, subject always to our rights to make additional charges, under clauses 6, 11, 14 and 18.
4. These terms and conditions and the content of the Quotation will make up the entire Contract between you and us. All other terms and conditions (including the conditions implied by sections 3–15 of the Sale of Goods Act 1979), whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law and we make no representations concerning the Products. In particular, if you attempt to apply further or different terms and/or conditions, they will be of no effect. To be effective, any variation to these terms and conditions and/or a Quotation, must be agreed between you and us in writing.
CHANGES TO ORDERS
5. If your Product requirements change after you place an order, we will take reasonable steps to accommodate this by supplying substitute Products to meet your changed requirements and accepting returns of unwanted Products. However, we will not accept returns of Products made to order especially for you, or which we cannot readily re-sell, or which are unwanted because you obtain a substitute from another supplier. Substitute Products will be charged for at our list price.
6. If your delivery requirements (as to Delivery Point and/or timing) change after you place an order, we will take reasonable steps to accommodate this by rearranging deliveries. However, we have the right to be reimbursed any costs and expenses we reasonably incur including, without limitation, additional delivery costs, storage costs and insurance costs.
PRODUCT DESCRIPTIONS AND QUANTITIES
7. You are responsible for deciding on your own requirements, and in particular, for selecting Products with a specification suitable for your intended use and in sufficient quantities for your project, allowing for tolerances in estimating quantities, wastage and breakage.
8. We reserve the right to round up quantities of Products to ensure we deliver whole cartons and to charge accordingly.
9. Samples, drawings, descriptive material, specifications and advertising issued by us and by Product manufacturers and importers, and any descriptions or illustrations contained in our or any manufacturer’s or importer’s catalogues, brochures or websites are for illustration purposes only. They do not form part of the Contract and we do not sell by reference to samples. In particular:
DELIVERY, COLLECTION AND INSPECTION
10. Our aim is to deliver Products to the Delivery Point or to make Products available for collection from designated premises, as applicable, within a reasonable time after a Quotation is accepted. However, time is not of the essence. When we give a delivery or collection date, this will be an estimate and is not guaranteed as a firm date. Our staff have no authority to guarantee delivery or collection dates.
11. We have the right to deliver or make Products available for collection in instalments. We will deliver Products in instalments at your request, however, in these circumstances we have the right to be reimbursed any costs and expenses we reasonably incur including, without limitation, additional delivery costs, storage costs and insurance costs. Please note, deliveries outside of core hours of 09.00 to 17.00 and deliveries to remote locations incur higher delivery fees.
12. At your own cost you must make appropriate arrangements to collect or take delivery of Products and in particular you must:
13. We have the right to decline to deliver or make Products available for collection when:
however, if we do deliver or make Products available for collection in these circumstances, that will not affect our rights under the Contract.
14. If you do not collect Products within three Business Days of us telling you that they are ready for collection, or you do not accept delivery of Products, or we decline to deliver or make Products available for collection; then, unless we have the right to decline to deliver or make Products available for collection:
15. The quantity of Products recorded by us or our agent on despatch, or making available for collection, will be sufficient evidence of the quantity received by you unless you can provide conclusive evidence to the contrary.
16. You must inspect Products promptly within two weeks of collection or delivery or, if earlier, before using them (see clauses 24 to 26 for your limited warranty).
PASSING OF RISK AND TITLE
17. Once you take delivery or collect Products they are at your risk (and are not insured by us) and until you pay for them in full in cash or cleared funds:
PRICE AND PAYMENT
18. We have the right to increase the price of Products, delivery charges and other applicable charges, to reflect any increase in the cost to us due to:-
19. The prices given in our Quotations and price lists are and must be paid in GBP £ sterling and are exclusive of value added tax and any other applicable sales tax, duty or levy, which you must pay in addition (or reimburse to us if we become legally liable to pay).
20. We have the right to require payment of the whole or part of any amount payable, before delivery or collection. Invoices are payable immediately on receipt, unless stated otherwise in our invoice. Payment must be made to the payee or bank account given in our invoice.
21. Payments are made when we have received cash or cleared funds; and must be made in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).
22. We have the right to at any time, without limiting any other rights we have, set off any amount owing to us by you against any amount payable by us to you.
23. You must pay interest to us on any overdue sum from the due date for payment at the annual rate of 5% above the base lending rate from time to time of The Bank of England, accruing on a daily basis until payment is made, whether before or after any judgment.
24. We warrant that Products will on delivery or collection:
25. We will at our option, repair, replace, or refund the price paid for Products that do not meet this warranty, if you tell us in writing:
26. Subject to Clause 27, we are not liable for, or for anything resulting from:
LIMITATION OF LIABILITY
27. Nothing in these terms and conditions excludes or limits our liability:
28. Subject to clause 27, our liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) for:
GENERAL CONTRACT TERMS
29. We have the right to assign a Contract or any part of it to any person, firm or company. You do to have the right to do this.
31. Each right or remedy of ours under a Contract is without prejudice to any other right or remedy.
32. If any provision of a Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it will to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision will continue in full force and effect.
33. Failure or delay by us in enforcing or partially enforcing any rights we have under a Contract will not be construed as a waiver of any of our rights.
34. Any waiver by us of any breach of, or any default under, any provision of any Contract by you will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of such Contract.
35. Neither we nor you intend that any Contract be enforceable by anyone else (other than us and you) under the Contracts (Rights of Third Parties) Act 1999, or otherwise.
36. Each Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) will be governed by and construed in accordance with English law, and the parties submit to the exclusive jurisdiction of the English courts.
DEFINITIONS AND INTERPRETATION
In each Contract, the definitions and rules of interpretation and definitions in this Appendix apply.
1. “Business Day” means a working weekday (other than a Saturday or Sunday or public bank holiday) in England when the banks in London are open.
2. “Buyer”, “you” or “your” means the person, firm or company named as the buyer in a Quotation.
3. “Company”, “we”, “our” or “us” means Parkside Ceramics Limited Registered in England No. 01732302 VAT No. 372 2996 24.
4. “Contract” means an agreement between you and us for the sale and purchase of the Products specified in a Quotation and incorporating these terms and conditions in accordance with clauses 2 and 3 (ORDERING AND TERMS AND CONDITIONS).
5. “Delivery Point” means the location for delivery of Products as specified in a Quotation, or as otherwise agreed between you and us.
6. “Force Majeure” means an event or sequence of events beyond our reasonable control (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements) preventing or delaying us from performing our obligations under a Contract including an act of God, fire, flood, lightning, earthquake or other natural disaster; war, riot or civil unrest; interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the Contract; strike, lockout or boycott or other industrial action including strikes or other industrial disputes involving our or our suppliers workforce, but excluding the Customer’s inability to pay or circumstances resulting in the Customer’s inability to pay.
7. “Insolvent” means you have a bankruptcy order made against you or make an arrangement or composition with your creditors, or otherwise take the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convene a meeting of creditors (whether formal or informal), or enter into liquidation (whether voluntary or compulsory) except for a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or have a receiver and/or manager, administrator or administrative receiver appointed to your undertaking or any part of it, or documents are filed with the court for the appointment of an administrator of you or notice of intention to appoint an administrator is given by you or your directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for your winding-up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency; or you suffer or allow any execution, whether legal or equitable, to be levied on your property or obtained against you, or are unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986 or you cease to trade.
8. “Quotation” means a quotation for Products as prepared by us, or where applicable under clause 2, the written communications between you and us specifying your requirements and how we propose to fulfil them.
9. “Products” are those saleable items to be supplied to us to you as specified in a Quotation (including any part or parts of them).
RULES OF INTERPRETATION
1. A reference to a party (you or us) includes that party’s personal representatives, successors and permitted assigns.
2. A reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.
3. A reference to a gender includes each other gender. Words in the singular include the plural and vice versa.
4. Any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions will be construed as illustrative only and will not limit the sense of any word, phrase, term, definition or description preceding those words.
5. Any clause, schedule or other headings is included for convenience only and will have no effect on the interpretation of these terms and conditions.
6. A reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time, except to the extent that any such amendment, extension or re-enactment would increase or alter our liability under a Contract.