1.1 The following terms and conditions are the only terms and conditions upon which Peter Perks Ltd will supply its Products to a Purchaser and the terms of the order acknowledgement or advice note and of these conditions shall constitute the entire agreement between Peter Perks Ltd and the Purchaser.
1.2 No purported variation of these conditions will be effective unless expressly accepted in writing by Peter Perks Ltd under signature of a director and in no other circumstances shall a Purchaser’s standard conditions of purchase apply.
1.3 Peter Perks Ltd and its employees or agents shall be under no liability to a Purchaser in respect of statements representations or warranties made other than as confirmed by a letter signed by a director of Peter Perks Ltd, and no employee or agent has any power to make any representations or warranties in relation to any of the Products.
1.4 The giving by a Purchaser of any delivery instructions for the Products or the acceptance of any of the Products by the Purchaser, or any conduct of the Purchaser consistent therewith or confirmation of a purchase, shall constitute unqualified acceptance by a Purchaser of these conditions.
2.1 In these conditions the expression “the order acknowledgement” shall mean the form sent in accordance with clause 1 hereof, “advice note” shall mean the note setting out the terms of the contract to be signed by the Purchaser on delivery, and the expressions ” the Purchaser”, “the Products” and “the price” shall have the respective meanings shown in the order acknowledgement or advice note as the case may be.
3.1 Unless otherwise expressly stated in writing, all quotations and estimates used by Peter Perks Ltd are invitations to treat. Quotations shall only be available for acceptance for a maximum period of 30 days and may be withdrawn or altered by Peter Perks Ltd within such period at any time without notice. No contract shall be made by the acceptance by the Purchaser of any quotation made by Peter Perks Ltd.
3.2 Any quotation is made on the basis that orders will be placed by a Purchaser in the quantities therein stated. Should a Purchaser place an order for part quantities only Peter Perks Ltd reserves the right to submit a revised quotation.
4.1 All prices shown in any price list which Peter Perks Ltd may issue from time to time shall be subject to variation without notice.
4.2 Peter Perks Ltd shall be entitled to adjust the price before or after the contract to reflect the additional cost to Peter Perks Ltd caused by any reason beyond the control of Peter Perks Ltd including (without limitation) changes in exchange rates or the action of any government or authority or increase in labour, raw materials, Production, transportation and insurance costs.
5.0 Passing of property
5.1 Title to and property in the Products shall, notwithstanding delivery to the Purchaser remain in Peter Perks Ltd until the Purchaser has paid all sums due to Peter Perks Ltd and for the purpose of recovery of its goods Peter Perks Ltd may by its servants or agents enter upon the Purchaser’s premises and repossess, remove and resell the Products and the Purchaser shall make no claim against Peter Perks Ltd in respect of such entry repossession removal or resale.
5.2 The Purchaser shall not until payment in full has been received mix the Products with any other objects or convert Products to other objects whether by the process of manufacture or otherwise. In the event that the Purchaser shall mix or convert the Products in breach of the foregoing, such mixed or converted Products shall be deemed to be the property of Peter Perks Ltd.
5.3 Until Peter Perks Ltd is paid for in full for all the Products, the relationship of the Purchaser to Peter Perks Ltd shall be fiduciary in respect of the Products and the Purchaser shall account to Peter Perks Ltd as bare trustee for any proceeds of earlier sale or of any insurance claim representing the Products and pending payment thereof to Peter Perks Ltd shall keep the same in a separate bank account.
5.4 Until payment in full is made for the Products the Purchaser shall where reasonably practicable insure and keep the Products in such a way that they are clearly identified as the property of Peter Perks Ltd and upon demand forthwith return the Products to Peter Perks Ltd.
6.0 Passing the risk
6.1 Risk in the Products shall pass immediately to the Purchaser upon delivery to the Purchaser.
7.1 Unless otherwise stated delivery of the goods consigned to an address within the United Kingdom shall be made when they arrive at the Purchaser’s place of business and delivery of goods consigned to an address outside the United Kingdom shall be made CIF to such an address.
7.2 Whereas Peter Perks Ltd shall use its best reasonable efforts to deliver on time, time shall not be the essence of the contract and Peter Perks Ltd shall be entitled to deliver the Products at any time within 60 days of any stated delivery time. If delivery is delayed by strikes, lockouts fire, accidents, defective materials, delays in receipt of raw material or bought in goods or components or any other cause beyond the control of Peter Perks Ltd, a reasonable extension of time for delivery shall be granted to Peter Perks Ltd by the Purchaser and the Purchaser shall pay such reasonable extra charges as shall have been occasioned thereby.
7.3 If under the contract the Products are to be delivered by several instalments each such instalment shall be treated (except for this paragraph) as a separate and identifiable contract and the rights of either party thereunder shall be construed accordingly, save only that Peter Perks Ltd may suspend a delivery whilst payment is overdue in respect of any previous instalment, such failure or defective delivery shall not affect the obligations of the parties in respect of any other instalments under this contract.
7.4 If the Purchaser fails to take delivery on the agreed delivery or when the goods are ready for despatch Peter Perks Ltd shall be entitled to store and insure the same and to charge the Purchaser the reasonable cost of so doing.
7.5 When it is necessary for the Purchaser to supply the particulars of any work, processing or special requirement or otherwise in connection with the manufacture of the Products or to do any other act to enable Peter Perks Ltd to deliver the same such particulars must be furnished or such other act performed in good time to enable Peter Perks Ltd to deliver on the stated date. In the event of the Purchaser’s failure to comply with this condition, Peter Perks Ltd may at its option cancel the contract in whole or in part giving written notice thereof to the Purchaser or extend the period for delivery as shall be appropriate to reflect the Purchaser’s failure.
8.0 Non Delivery/Short Delivery Damage.
8.1 Any claim of non-delivery of any consignment must be made in writing to the carrier and to Peter Perks Ltd within 10 days of the date of Peter Perks Ltd`s advice note or invoice or other notification of despatch relating thereto, or such shorter time limit as may be specified in any conditions of the carrier. Failure by the Purchaser to comply with this condition shall render the Purchaser solely liable for any loss arising or damage suffered through failure to inform the carriers or the insurers within the required time limits.
8.2 The Purchaser shall note any claim for short delivery and/or damage to the Products on the delivery schedule at the time of delivery and shall confirm such claims in writing to Peter Perks Ltd within three working days from the date of delivery. In the event of any such claim Peter Perks Ltd shall be given a reasonable opportunity to inspect the Products before any use is made of them or any alteration or modification is made to them by the Purchaser. Compliance with this requirement shall be a condition precedent to any claim for short delivery and/or damage to the Products and in the event of failure by the Purchaser to do so the Products shall be deemed to be in all respects in accordance with the contract and the Purchaser shall be bound to pay for the same accordingly. If short delivery does take place the Purchaser shall have no right to reject the Products but shall accept those delivered in part performance of the contract.
9.1 The Purchaser shall carry out a thorough inspection of the Products within a reasonable time after their delivery (and in any event within three days) and shall forthwith give written notice to Peter Perks Ltd of any defects which such examination reveals.
9.2 In the case of other defects the Purchaser should give written notice within three days of discovering the defects in the Products and shall afford Peter Perks Ltd reasonable opportunity to inspect such defective Products. No claim will be accepted by Peter Perks Ltd for defective Products later than ten days following their delivery.
9.3 Subject to compliance with the foregoing obligations which shall be conditions precedent to any liability to Peter Perks Ltd, Peter Perks Ltd will in respect of any of the Products which it agrees are defective; either replace the same or credit the invoice value of the same and any such rectification, replacement, or credit shall be in satisfaction of all claims of the Purchaser directly or indirectly arising therefrom.
9.4 Where the Products comprise or include components or goods not of Peter Perks Ltd’s manufacture, Peter Perks Ltd will assign to the Purchaser as far as it is able to do so its right against the manufacture of such components or goods and such rights shall be taken by the Purchaser in extinction of and in substitution for any rights which the Purchaser would otherwise have against Peter Perks Ltd.
9.5 The liability of Peter Perks Ltd under this clause 9 shall be limited to the invoice value of the Products replaced and save as herein otherwise expressly provided Peter Perks Ltd shall be under no liability whatever (including without prejudice to the foregoing, any liability in tort or for any consequential loss or damage of any kind suffered by the Purchaser or any third party). For any defect in or failure of or unsuitability for any purpose of the Products or any of them whether the same be due to any act or omission negligence or wilful default of Peter Perks Ltd its servants agents subcontractors or any of them or to faulty design workmanship or materials or any other cause whatsoever. All other representations, conditions, warranties any other terms whether express or implied statutory or otherwise inconsistent with this condition is hereby expressly excluded.
10.0 Force Majeure
10.1 Peter Perks Ltd shall use its best reasonable efforts to perform the terms of the contract any in particular to meet all delivery dates but shall not be liable for any failure to observe or any breach of the terms hereof by reason of act of God, war, riot, terrorism, civil commotion, strike, lockout, trade dispute, fire, breakdown, interruption of transport, government action, delay in delivery by suppliers of Peter Perks Ltd or any other cause whatsoever beyond it control. In the event of such circumstances continuing for more than thirty days (except where goods are in transit) then either Peter Perks Ltd or the Purchaser may terminate the unperformed part of the contract by notice in writing delivered to the other within fourteen days thereafter.
11.1 Any samples supplied to the Purchaser shall be accepted by the Purchaser as supplied solely for information and as in no way importing any express or implied conditions or warranties as to the suitability of the Products for the Purchaser’s
requirement, as to which the Purchaser shall be deemed to have satisfied himself prior to order the Products.
12.1 Whilst all written recommendations made by Peter Perks Ltd as to the treatment of the Products are made in good faith Peter Perks Ltd shall have no responsibility whatsoever for any damage liability, cost, claim or expense suffered by the Purchaser or any their party through their following such recommendations.
13.0 Specification alterations
13.1 Peter Perks Ltd reserves the right to alter the formulation of any of the Products without prior reference to the Purchaser provided that the Products comply in all other respects with the Purchaser’s requirements as made known to Peter Perks Ltd in writing.
14.0 Quantity variations
14.1 Peter Perks Ltd reserves the right to deliver against any order excess or deficiency of up to ten percent of the contractual weight, quantity or volume of the Products on the understanding that the Products invoiced will be those actually delivered. No claims respecting variations in quantity of the Products delivered may be made by the purchase if the Products have been mixed by the Purchaser with other goods or have been subjected to any manufacturing process by or on behalf of the Purchaser.
15.0 Sub-standard/surplus stock
15.1 Any Products sold by Peter Perks Ltd as sub-standard or surplus stock shall be accepted by the Purchaser in their actual state and condition and neither the warrant given in condition 9 hereof nor any other conditions or warranties whether express or implied whether statutory or otherwise shall apply hereto.
16.1 The supply of the Products by Peter Perks Ltd shall not confer any right upon the Purchaser to use any Peter Perks Ltd trademark without written consent of Peter Perks Ltd and at all times such trademark shall remain the property of Peter Perks Ltd. Neither does it imply any right to use any Peter Perks Ltd patent or any indemnity against infringement of third party patents.
17.1 The Purchaser shall not assign or transfer or purport to assign or transfer the contract or benefit thereof to any other person whomsoever.
18.1 No indulgence or forbearance extended to the Purchaser shall limit or prejudice any right or claim available to Peter Perks Ltd.
19.1 If the Purchaser shall fail to make any payment when it becomes due or shall enter into any composition or arrangement with its creditors or (a) (being a company) shall have a receiver appointed or shall pass a resolution for its winding up petition or a petition for an administration order presented or, (b) (being an individual) shall fail to pay a debt in excess of the bankruptcy level for the purposes of the Insolvency Act 1986 or in either case there shall be any breach by the Purchaser of any of the terms or conditions hereof, Peter Perks Ltd may defer or cancel any further deliveries and treat the contract as terminated but without prejudice to its right to any unpaid purchase price for the Products delivered and to damages for any loss suffered in consequence of such breach and termination.
20.0 Terms of payment
20.1 All accounts shall be strictly payable within thirty days of the date of invoice unless otherwise stated.
20.2 The Purchaser shall pay all accounts in full and not exercise any rights to set off or counter-claim against invoices submitted.
20.3 The Purchaser shall pay interest on overdue accounts at a rate per annum of 4% above Barclays Bank plc base rate, interest to accrue from day to day. If the Purchaser shall fail to pay promptly any discount previously agreed by Peter Perks Ltd may be withdrawn in the sole discretion of Peter Perks Ltd and without incurring any liability to the Purchaser.
21.0 Operation of the Law
21.1 These conditions shall be construed and the right of the parties hereto shall be regulated by the law of England.