PCL CORPORATEWEAR LIMITED
TERMS AND CONDITIONS OF SALE
1.1 In these Terms and Conditions of Sale the 'Buyer' is the person who buys or agrees to buy the goods from the seller. "Conditions" are the terms and conditions of sale as set out in this document and any special terms and conditions agreed in writing by the Seller. "Contract" is any contract between the Seller and the Buyer for the sale and purchase of the Goods, incorporating these Conditions. "Goods" are the articles which the Buyer agrees to buy from the Seller. "Price" is the price for the Goods, excluding VAT and any carriage, packaging and insurance costs. "Seller" is PCL Corporatewear Ltd of Unit 1, Williams Court, Pitstone Green Business Park, Tunnel Way, Pitstone, Leighton Buzzard, LU7 9GJ.
2.1 These Conditions shall form the basis of the Contract between the Seller and the Buyer in relation to the sale of Goods, to the exclusion of all other terms and conditions including the Buyer?s standard conditions of purchase or any other conditions which the Buyer may purport to apply under any purchase order or confirmation of order or any other document.
2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods from the Seller pursuant to these Conditions.
2.3 Acceptance of delivery of the Goods shall be deemed to be conclusive evidence of the Buyer's acceptance of these Conditions.
2.4 These Conditions may not be varied except by the written agreement of the Seller.
2.5 The Seller reserves the right to change the design and specification of goods ordered by the Buyer without notice and to substitute comparable goods.
2.6 These Conditions represent the whole of the agreement between the Seller and the Buyer. They supercede any other conditions previously issued.
3.1 Unless otherwise agreed the Price of the goods shall be that as shown in the Seller's quotation or price list.
3.2 Prices quoted in the Sellers price list are subject to change without notice.
3.3 Prices shown in any quotations unless specified are for United Kingdom only.
3.4 The price payable by the Buyer will be the price current at the date of despatch.
3.5 Unless otherwise agreed, prices quoted are exclusive of the cost of delivery to any destination in the United Kingdom and are exclusive of Value Added Tax.
4.1 Unless otherwise specifically agreed in writing by the Seller, payment for the Goods is due to the Seller within 30 days of the invoice.
4.2 The Seller reserves the right to charge interest at 4% above the Bank of England base rate on any amount overdue, from due date to the date of payment.
4.3 The Seller reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998. The Seller may set off against any overdue account any sums due for any reason from the Seller to the Buyer. Time for payment shall be of the essence. No payment shall be deemed to have been received until the Seller has received cleared funds.
4.4 The Buyer shall pay all accounts in full and not exercise any rights of set-off or counter-claim against invoices submitted by the Seller.
4.5 Unless otherwise agreed, all accounts are net.
5.1 Delivery of the Goods shall be made to the Buyer's address. The Buyer shall make all arrangements necessary to take delivery of the Goods on the day notified by the Seller for delivery.
5.2 The Seller undertakes to use its reasonable endeavours to despatch the Goods on an agreed delivery date, but does not guarantee to do so. Time of delivery shall not be of the essence of the contract. If no dates are so specified, delivery shall be within a reasonable time.
5.3 Subject to the other provisions of these conditions the Seller shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Seller's negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 180 days. The seller may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.
5.4 No liability for alleged shortages of delivery or non-delivery of Goods will be accepted by the Seller unless claims are notified in writing to the Seller within 7 days of delivery for shortages or 10 days from date of invoice for non-delivery.
5.5 Any liability of the Seller for non-delivery arising out of condition 5.4 shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for the Goods.
6.1 Each order or acceptance of a quotation for Goods by the Buyer from the Seller shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions. No order placed by the Buyer shall be deemed to be accepted by the Seller until a written acknowledgement of order is issued by the Seller or (if earlier) the Seller delivers the Goods to the Buyer.
6.2 The Buyer shall carry out a thorough inspection of the Goods within 48 hours of delivery and shall give written notification to the Seller within 5 working days of delivery of the Goods of any defects which a reasonable examination would have revealed.
6.3 Where the Buyer has accepted, or has been deemed to have accepted, the Goods the Buyer shall not be entitled to reject Goods which are not in accordance with the Contract.
7. DESCRIPTION AND QUALITY OF GOODS
7.1 The quantity and description of the Goods shall be as set out in the Seller's confirmation of order.
7.2 The Seller is not the manufacturer of the Goods and gives no guarantees as to the washing stability, colour fastness, durability or making up quality of Goods. Fabric composition given as a guide only and the Seller reserves the right to change composition without prior notice. The Buyer is responsible for verifying the suitability and quality of the Goods prior to use.
7.3 Subject to Conditions 5, 7.1 and 7.2, the following provisions set out the entire financial liability of the Seller (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of: i) any breach of these Conditions; ii) any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and iii) any representation, statement or tortuous act or omission including negligence arising under or in connection with the Contract.
7.4 All warranties, conditions and other terms implied by statute or common Law (save for the conditions implied by section 12 of the Sales of Goods Act 1979) are, to the fullest extent permitted by Law, excluded from the Contract.
7.5 Nothing in these conditions excludes or limits the liability of the Seller: i) for death or personal injury caused by the Seller's negligence; ii) under section 2(3) of the Consumer Protection Act 1987; iii) for any matter which it would be illegal for the Seller to exclude or attempt to exclude its liability; or iv) for fraud or fraudulent misrepresentation.
7.6 Subject to Condition 7.4 and 7.5: i) the Seller's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and ii) the Seller shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
8. TITLE AND RISK
8.1 Risk shall pass on delivery of the Goods to the Buyer's address.
8.2 Notwithstanding the earlier passing of risk, title in the Goods shall remain with the Seller and shall not pass to the Buyer until the amount due under the invoice for them (including interest and costs) has been paid in full.
8.3 Until title passes the Buyer shall hold the Goods as bailee for the Seller and shall store or mark them so that they can at all times be identified as the property of the Seller.
8.4 The Seller may at any time before title passes and without any liability to the Buyer:
8.4.1 Repossess and dismantle and use or sell all or any of the Goods and by doing so terminate the Buyer's right to use, sell or otherwise deal in them; and
8.4.2 For that purpose (or determining what if any Goods are held by the Buyer and inspecting them) enter any premises of or occupied by the Buyer.
8.5 The Seller may maintain an action for the price of any Goods notwithstanding that title in them has not passed to the Buyer.
9.1 Any orders placed by the Buyer shall be treated as a firm commitment and cancellation will not be accepted unless agreed in writing by the Seller.
9.2 The Seller will make all reasonable efforts to fulfil its obligations under such orders but shall not be liable for any cancellation or suspension of such orders caused by events beyond the control of the Seller.