STANDARD TERMS AND CONDITIONS OF THE SALE OF GOODS
1.1 Definitions: In these Conditions, the following definitions apply:
"Business Day" means a day other than a Saturday, Sunday or public holiday in the UK or ROI;
"Commencement Date" has the meaning set out in clause 2.2;
"Company" means PFI Safety Signs part of The PFI Group;
"Conditions" means these terms and conditions as amended from time to time in accordance with clause 22;
"Contract" means the contract between the Company and the Customer for the supply of Goods and/or Services in accordance with these Conditions;
"Copy" means any artwork and other relevant materials, including any relevant plans, paper, plates, drawings, designs or specifications that are submitted and/or specified by the Customer to the Company for the production of the Goods;
"Credit Application Form" means the credit application form issued by the Company to the Customer;
"Customer" means any person, firm, corporation or other body of persons contracting with the Company for the supply of Goods and/or Services by the Company;
"Force Majeure Event" has the meaning given to it in clause 16.1;
"Goods" means safety signs and related products;
"Intellectual Property Rights" means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
"Order" the Customer's order for the supply of Goods and/or Services;
"Services" means the provision of any of the Service Materials;
"Service Materials" means marketing support packages and other promotional materials, including branded catalogues, branded e-commerce websites, other branded sales support and the provision of digital catalogue images; and
"Work(s)" means all work and activities of whatever nature carried out or performed by the Company in order to produce the Goods.
1.2 Construction: In these Conditions, the following rules apply:
1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
2 a reference to a party includes its personal representatives, successors or permitted assignees;
3 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;
4 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.
2. Applicability of Conditions
2.1 The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when the Company issues the Credit Application Form, together with these Conditions, to the Customer at which point and on which date the Contract shall come into existence ("Commencement Date").
2.3 These Conditions apply to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.4 No quotation given by the Company constitutes an offer and any quotation may be withdrawn or revised at any time prior to acceptance by the Company of the Order.
2.5 No waiver, alteration, or modification to any of the provisions of these Conditions shall have any effect or be binding upon the Company unless the same be in writing and signed by an authorised representative of the Company.
2.6 The Company shall be the Customer’s primary supplier of the Goods.
3.1 Prices quoted by the Company for the supply of the Goods and/or Services are subject to variation (unless otherwise agreed in writing by an authorised representative of the Company) and may be increased prior to delivery of the Goods and/or Services to take account of increases in costs incurred by the Company in the supply of the Services and/or the Goods that is due to (including without limitation) the cost of any materials, carriage, labour, overheads, the imposition of any tax, duty or other levy, or as a result of interruption or alteration of Works by reason of the Customer's instructions or lack of instructions, all of which shall be treated as an additional part of the price.
3.2 Prices, unless otherwise expressly stated in writing, are exclusive of VAT and any other duties and taxes chargeable from time to time in respect of the supply of the Goods and/or Services.
3.3 Where any taxable supply for VAT purposes is made under the Contract by the Company to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Company, pay to the Company such additional amounts in respect of VAT as are chargeable on the supply of the Services and/or Goods within 30 days of the date of the VAT invoice, in full and in cleared funds to a bank account nominated in writing by the Company.
4.1 The Company shall deliver the Goods to the Customer's premises unless otherwise agreed by the parties. For the avoidance of doubt, the Company may use a carrier to deliver the Goods to the Customer.
4.2 The Customer shall provide all necessary loading and unloading facilities for delivery of the Goods and nothing shall oblige the Company to load or unload the Goods at the place of delivery or elsewhere.
4.3 Delivery of the Goods shall be completed on the Goods’ arrival at the Customer's premises or such other place as may be agreed between the parties in advance of delivery of the Goods.
4.4 Any dates quoted for delivery of the Goods and/or performance of the Services are approximate only, and the time of delivery or of performance is not of the essence. The Company shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.5 If the Company fails to deliver the Goods and/or perform the Services, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods and/or services of similar description and quality in the cheapest market available, less the price of the Goods or the Services (as the case may be). The Company shall have no liability for any failure to deliver the Goods and/or perform the Services to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Company with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods and/or the Services.
4.6 In the event that the Customer does not accept delivery of the Goods on the due date (or such other time as the Goods are delivered), then except where such failure or delay is caused by a Force Majeure Event or by the Company's failure to comply with its obligations under the Contract in respect of the Goods, the Company shall be entitled to charge the Customer for all related costs and expenses (including insurance) for storage of the Goods until such time as delivery takes place.
5. Customer’s Obligations
5.1 The Customer must:- a notify the Company in writing, within two Business Days of delivery, of any shortage or excess of Goods or any damage to the Goods or in the event of non-delivery;
b afford the Company or its agents reasonable opportunity to verify any shortage or excess of Goods and/or inspect any damaged Goods as delivered;
c ensure that the terms of the Order and any Copy are complete and accurate;
d co-operate with the Company in all matters relating to the Services;
e provide the Company with such information and materials as the Company may reasonably require to supply the Services, and ensure that such information is accurate in all material respects; and
f provide all necessary loading and unloading facilities at its premises for delivery of the Goods.
5.2 Nothing shall oblige the Company to load or unload Goods at the Customer’s premises or such other place of delivery.
6.1 Except as otherwise expressly agreed in writing between the Company and the Customer, payment for the supply of the Goods and/or Services is due to the Company on or before the last Business Day of the month following the month during which the Company’s invoice was dated, and time for payment shall be of the essence of the Contract.
6.2 All costs and expenses incurred by the Company in recovering overdue debts from the Customer including, without limitation, legal fees and expenses, will be payable by the Customer. The Customer shall pay such costs and expenses together with the overdue amount.
7.1 Ownership of the Goods shall not pass to the Customer until the Company receives payment in full for the Goods.
8.1 A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 13 shall survive termination of the Contract.
9.1 Without limiting its other rights or remedies, the Company may terminate the Contract with immediate effect by giving written notice to the Customer if:
a the Customer commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing to do so;
b the Customer 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 (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing or (being a partnership) has any partner to whom any of the foregoing apply;
c the Customer 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 (where a company) for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
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 Customer (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
E the Customer (being an individual) is the subject of a bankruptcy petition or order;
F a creditor or encumbrancer of the Customer 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 14 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 Customer (being a company);
H the holder of a qualifying charge over the assets of the Customer (being a company) 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 Customer or a receiver is appointed over the assets of the Customer;
j any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 15.1(b) to clause 15.1(i) (inclusive);
k the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business;
l the Customer's financial position deteriorates to such an extent that in the Company's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
M the Customer (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.
9.2 Without limiting its other rights or remedies, the Company may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.
9.4 On termination of the Contract for any reason (including, without limitation, where the Customer ceases to purchase Goods and/or Services from the Company):
a the Customer shall immediately pay to the Company all of the Company's outstanding unpaid invoices and interest and, in respect of Goods and/or Services supplied but for which no invoice has yet been submitted, the Company shall submit an invoice, which shall be payable by the Customer immediately on receipt;
B the Customer shall return to the Company all of the Service Materials and shall otherwise cease to use or apply the Service Materials. If the Customer fails to do so, then the Company may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
c the Company shall, in particular, be entitled to remove and withdraw any branded e-commerce websites and all related services or facilities provided by the Company to the Customer, without any liability arising on the part of the Company to the Customer;
D 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
e clauses which expressly or by implication have effect after termination shall continue in full force and effect.
10. Force Majeure
10.1 The Company shall not be liable to the Customer if it is unable to carry out any of its obligations under the Contract for any reason beyond its control including (without limitation) Act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike, any other action taken by employees in contemplation or furtherance of a dispute or owing to any inability to procure materials required for the performance of its obligations under the Contract ("Force Majeure Event").
10.2If a Force Majeure Event prevents the Company from providing any of the Services and/or Goods for more than four weeks, the Company shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.