PB NUTRITION LTD T/A PROTEIN BARGAIN WHOLESALE GENERAL CONDITIONS OF SALE
- 1. DEFINITIONS
When the following words with capital letters are used in these conditions, this is what they will mean;
1.1 Company: PB Nutrition Ltd (registered in England and Wales with company number 08268672 and its subsidiaries
1.2 Conditions: the terms and conditions set out in this document.
1.3 Contract: the contract between the company and the customers for the sales and purchase of the goods in accordance with these conditions.
1.4 Customer: the person or form who purchases the goods from the supplier
1.5 Goods: the goods that the company supplies to the customer.
1.6 Order: the customer’s order for the goods
- 2. ENTIRE AGREEMENT
These Conditions and the documents referred to in them constitute the entire agreement between the company and the customer and supersede any previous agreement between them, including any terms or conditions which the customer purports to apply under any purchase order, confirmation of order, specification or other document. In the event of any inconsistency between these Conditions and the terms of the order, the terms of the Order shall prevail
- 3. LIMITS OF THE CONTRACT
3.1 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring the terms of the Order are complete and accurate.
3.2 The Order shall only be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence.
3.3 Any quotation given by the Company shall not constitute an offer. A quotation shall only be valid for 24 hours from its date of issue.
- 4. DELIVERY AND RISK
4.1 Any dates specified by the company for delivery of the Goods are intended to be an estimate and time for delivery shall not be of the essence. Unless otherwise provided in these Conditions, the Company shall endeavour to keep to any stated dispatch or delivery date, and shall use its own drivers or make other such arrangements as the Company sees fit for the delivery of the Goods to the Customer. The Company shall not be liable for any delay in the delivery of the Goods at the location set out in the Order or such other location as the parties may agree (Delivery Location).
4.2 Delivery of the goods shall be completed on the Goods’ arrival at the Delivery Location.
4.3 The risk in the Goods shall pass to the Customer on completion of delivery.
4.4 If any order for Goods is to be delivered by several instalments, each such instalment shall be treated as a separate Contract, and shall be invoiced and paid in accordance with the provisions of the Contract any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment. The Company shall be entitled to suspend or cancel delivery whilst payment is overdue in respect of any previous instalment or under any other contact with the Customer, without prejudice to the exercise of any other rights hereunder or under any other such contract.
4.5. All risks, whether insurable or otherwise, relating to the Goods shall pass to the Customer upon the Goods being left at the delivery premises stipulated by the customer irrespective of whether or not the costs of transportation of the Goods is payable by the Customer.
4.6. If for any reason the Customer fails to accept delivery of any of the Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because of a lack of instructions from the Customer, the risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Company’s negligence) and the goods shall be deemed to have been delivered.
4.7. Title to the Goods shall not pass to the Customer until the Company has received payment in full (in cash or cleared funds) for:
4.7.1. the Goods; and
4.7.2. any other goods or services that the Company has supplied to the Customer.
4.8. Where Goods are delivered outside of the United Kingdom the Customer will be responsible for complying with all necessary legal import and shipping documentation and to ensure the Goods comply with the local regulatory and legal requirements.
4.9 In a circumstance where an order is delivered and the receiving party is not at the address to receive the goods we would be inclined to charge the additional cost of re-shipping the goods (I.E. the cost of resending the pallet) to the customer.
5.0 When an order has a NET value of under £100 we would charge a delivery cost of £5.99.
- 5. PRICE
5.1 Unless Otherwise agreed by the Company in writing, the price for the Goods shall be the price set out in the Order or if no price is quoted, the price set out in the Company’s price list published on the date of the delivery. The Company reserves the right to increase the price as well as the specifications, types or quality of the Goods at any time before delivery to reflect any increase in the cost of Goods that is due to:
5.1.1. any factor beyond the Company’s control;
5.1.2. any request by the Customer to alter the Order or the Contract;
5.1.3. any delay caused by any instructions by the Customer or failure by the Customer to give the Company adequate or accurate information or instruction.
5.2. Any recommended retail prices represented in company price lists shall not limit the Customer’s right to establish its own retail prices.
5.3. The price for the Goods shall be exclusive of any value added tax (VAT).
5.4. The price of the Goods is exclusive of the costs and charges of packaging, insurance and transport of the Goods which shall be invoived to the Customer.
- 6. PAYMENT
6.1 The Company may invoice the Customer any time after the Contract comes into existence.
6.2 Payment for the Goods shall be due prior to delivery and the Company may suspend delivery until payment is made in full and cleared funds unless the Customer has an approved credit account expressly agreed in writing with the Company.
6.3 Where the Customer has an approved credit account expressly agreed in writing with the Company, the Customer shall pay each invoice submitted by the Company
6.3.1 Within 30 days of the date of the invoice; and
6.3.2 In full and in cleared funds to a bank account nominated in writing by the Supplier, and
6.3.3 Time for payment shall be of the essence of the Contract
6.4 The Company reserves the right at any time in its absolute discretion to revoke or vary any credit extended to the Customer.
6.5 The Company reserves the right to charge interest pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 as amended or modified, and in force from time to time, on any sums outstanding after the due date for payment.
- 7. SET-OFF
7.1 The Company shall be entitled at any time without limitation to any other rights it may have, without notice to the Customer, set-off any amounts due the Customer against any amounts due to the Customer by the Company.
7.2 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).
- 8. DEFECTIVE GOODS
8.1 The Company warrants that upon delivery the Goods are free from material defects, but gives no warranty whatsoever, nor shall such a warranty be implied, that the Goods are suitable in size, shape, quality, capacity or otherwise for the purpose for which the Goods are bought. The Customer should inspect the Goods as soon as possible after they are delivered and take care to protect them from deterioration.
Subject to clause 8.1, if:
8.2.1 the Customer gives notice in writing to the Company within 24 hours of delivery that some or all of the Goods do not comply with the warranty set out in clause 8.1;
8.2.2. the Company is given a reasonable opportunity of examining such Goods; and
8.2.3. the Customer (if asked to do so by the Company) returns such Goods to the Company’s place of business at the Customer’s cost.
The Company shall, at its option, replace the defective Goods, or give credit for the price of the defective Goods in full.
8.3. The foregoing warranty does not extend to any Goods, which have been:
8.3.1. Accidentally damaged, neglected or used in any way so as to adversely affect their quality or use under normal conditions
8.3.2. Used after the Customer has given notice in accordance with clause 8.2;
8.3.3. Used in any way which does not conform with the Company’s instructions;
8.3.4. Altered as a result of charges made to ensure they comply with applicable statutory or regulatory requirements.
8.4 Notwithstanding that samples of the Goods have been exhibited to and inspected by the Customer it is hereby agreed and declared that such samples were so exhibited and inspected solely to enable the Customer to judge the quality of the bulk and not so as to constitute a sales by samples under this Contract
8.5. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
8.6. These conditions shall apply to any replaced Goods supplied by the Company.
8.7 The Customer must preserve whatever rights of action it may have against third parties in respect of such loss, defects or damages to the Goods.
- 9. LIMITATION OF LIABILITY
9.1 Nothing in these Conditions shall limit or exclude the Company’s liability for:
9.1.1. Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
9.1.2. Fraud or fraudulent misrepresentation;
9.1.3. Breach of the terms implied by section 12 of the Sales of Goods Act 1979;
9.1.4. Defective products under the Consumer Protection Act 1987
9.2. Subject to clause 9.1:
9.2.1. The Company shall under no circumstances whatever be liable to the Customer, 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
9.2.2. The Company’s total liability to the Customer 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 of the Goods.
This clause 9 shall survive termination of the Contract.
- 10. SUSPENSION OR TERMINATION OF BREACH
The Company reserves the right to suspend, delay or terminate any contract or to require payment in advance if the Customer is in breach of any of its obligations to the Company, if the Customer suffers execution or distress to be levied upon any of its property, or if (being an individual) the Customer become bankrupt or make any arrangement with its creditors, or (being a company) enter into liquidation (whether compulsory or voluntary), or shall have a receiver or administrative receiver appointed of all or any of its assets. Upon occurrence of any of the above events the Company shall (in addition to its right to recover from the Customer all sums due to the Company) have the right to recover or deduct or set off the amount of any loss, damage or expense incurred by the Company by reason of the Customers breach and (in the case of termination of any contract) the right to recover any Goods supplied and to retain or sell them. The Company also shall be entitled to withhold any monies that are owed to the Customer by the Company as contra payment of any of the above breaches.
- 11. FORCE MAJEURE
The company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Customer (without liability to the Customer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 2 days, the Customer shall be entitled to give notice in writing to the Company to terminate the Contract.
- 12. NOTICES
Any notice required to be given by either party to the other shall be in writing and shall be served by sending it by prepaid first class post or by delivering it by hand to the address set out within this agreement of the relevant party or such other address as notified by one party to the other in writing. Any notice so served shall be deemed to have been served at the time of delivery if delivered in hand, and 48 hours after the time of despatch if sent through the post. In proving service in the case of a letter it shall be sufficient to prove that it was properly delivered, or stamped, addressed and placed in the post, as the case may be.
- 13. ASSIGNMENT
13.1 The Supplier may at anytime assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
13.2. The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
14.1 These Conditions shall apply to any contract between the Company and the Customer for the supply of the Goods detailed herein, excluding all other terms and conditions, including any terms and conditions which you may purport to apply.
14.2 No failure to exercise or delay in exercising any right, power or remedy under these Conditions will operate as a waiver of that right, power or remedy. Any waiver of a breach of any terms of these Conditions does not constitute a waiver of any other breach and shall not affect the other terms of these Conditions.
14.3 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
14.4 The laws of England shall govern the validity, construction and performance of this contract and you agree to submit to the exclusive jurisdiction of the English Court.
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