TERMS AND CONDITIONS
1. INTERPRETATION
a) The definitions and rules of interpretation in this condition apply in these conditions.
i. Buyer means the company, firm or person who places an order with the Company or
otherwise agrees to buy from the Company any of the Goods.
ii. Company shall mean Parc Supplies Limited.
iii. Contract shall mean Any contract between the Company and the Buyer for the sale
and purchase of the Goods or Services, incorporating these conditions.
iv. Goods shall mean any goods or services agreed in the Contract to be supplied to the
Buyer by the Company (including any part or parts of them) and shall include materials,
equipment, spare parts and any other items supplied, serviced, repaired, loaned or
hired by the Company.
v. Director shall mean a Director of Parc Supplies Limited.
b) A reference to a particular law is a reference to it as it is in force for the time being
taking account of any amendment, extension, application or re-enactment and includes
any subordinate legislation for the time being in force made under it.
c) Words in the singular include the plural and in the plural include the singular.
d) A reference to one gender includes a reference to the other gender.
e) Condition headings do not affect the interpretation of these conditions.
2. APPLICATION OF TERMS
a) Subject to any variation under condition 2(b) the Contract shall be on these conditions
to the exclusion of all other terms and conditions (including any terms or conditions
which the Buyer purports to apply under any purchase order, confirmation of order,
specification or other document).
b) These conditions apply to all the Company’s sales and any variation to these conditions
and any representations about the Goods shall have no effect unless expressly agreed
in writing and signed by a Director of the Company. The Buyer acknowledges that it
has not relied on any statement, promise or representation made or given by or on
behalf of the Company which is not set out in the Contract. Nothing in this condition
shall exclude or limit the Company’s liability for fraudulent misrepresentation.
c) Each order or acceptance of a quotation for Goods by the Buyer from the Company
shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions.
d) No order placed by the Buyer shall be deemed to be accepted by the Company until
a written acknowledgment of order is issued by the Company or (if earlier) the
Company delivers the Goods to the Buyer.
e) The Buyer shall ensure that the terms of its order and any applicable specification are
complete and accurate.
f) Any quotation provided by the Company for the Buyer, unless otherwise stated in
writing, shall expire after 30 days.
g) Any quotation is given on the basis that no Contract shall come into existence until
the Company dispatches an acknowledgement of order to the Buyer.
h) The Company reserves the right to vary these Terms and Conditions and will give the
Buyer 30 days’ notice of any material changes.
3. PRICES
a) The price shall be that ruling according to the Company’s price list for the Goods, in
force at the date of dispatch or that agreed by the Company and the Buyer in writing.
b) The Buyer shall be liable for any increase in price or expenses incurred by the Company
arising out of any delay caused by the Buyer.
c) The Company reserves the right to alter prices without prior notice to reflect
variations in the Company’s own costs of materials, fuel and labour.
4. TERMS OF PAYMENT
a) Charges for Goods and services supplied by the Company shall be paid in full on or
before delivery or completion unless the Buyer has an account with the Company.
b) Where the Buyer has an account, payment shall be due 30 days from the end of the
month in which the goods and services were invoiced by the Company..
c) If credit facilities are agreed between the parties, and the Buyer exceeds the agreed
level of credit, the excess shall be payable immediately.
d) If payment by the Buyer is delayed, the Company may:
i. suspend the delivery or supply of Goods or services due to the Buyer
ii. charge interest on monies outstanding at the rate of 8% per annum above the
current published base rate on all overdue accounts (before and after Judgment)
along with Compensation pursuant to the Late Payment of Commercial Debts
Regulations 2002. In the event of recovery being sought by means of a County Court
Claim or Registered Debt Collection Agency, all costs incurred shall be reimbursed to
the Company by the Buyer. The Company may at its absolute discretion close the
Buyer’s account at any time and any balances due shall be paid immediately by the
Buyer to the company.
iii. at its absolute discretion close the Buyers account upon which all outstanding monies
shall immediately fall due.
e) The Company may at its absolute discretion set or alter the Buyers credit limit.
f) No payment shall be deemed received until the Company has received cleared funds.
g) All payments payable to the Company under the Contract shall become due
immediately on its
h) termination despite any other provision.
i) The Buyer shall make all payments due under the Contract in full, without any
deduction, whether by way of set-off, counter-claim, ‘accord and satisfaction’,
discount, abatement, or otherwise, unless the Buyer has a valid court order requiring
an amount equal to such deduction to be paid by the Company to the Buyer.
5. LEGAL OWNERSHIP
a) The property in and title to Goods supplied by the Company shall remain within the
Company until :
i. the Buyer shall have paid the price plus VAT in full and
ii. no other sums whatever shall be due from the Buyer to the Company.
b) The Buyer grants the Company, its agents and employees an irrevocable license at
any time to enter any premises where the Goods are or may be stored in order to
inspect them, or, where the Buyer’s right to possession has terminated, to physically
repossess them.
c) It will be assumed that where the Buyer purchases similar goods from the Company
on a regular basis that a stock rotation system has operated and Goods still held
relate to invoices still outstanding for which full payment and VAT hasn’t been made.
6. RISK
a) Where a third party carrier is used to deliver the Goods the Risk in the Goods shall
pass to the Buyer at the moment when the Goods leave the Company’s premises and
the risk shall remain the Buyer’s regardless of whether the Goods have been received
by the Buyer.
b) Until ownership of the Goods has passed to the Buyer (and provided that the Goods
are in existence and have not been resold) the Buyer must:
i. Hold the Goods on a fiduciary basis as the Company’s bailee:
ii. Keep the goods separate from those of the Buyer and third parties;
iii. Keep the Goods properly stored (at no cost to the Company), protected, insured and
identified as those of the Company; and
iv. Hold the proceeds of the insurance referred to in condition 6(b)(ii) on trust for
the Company and not mix them with any other money, or pay the proceeds into an
overdrawn bank account but the Buyer may resell or use the Goods in the ordinary
course of its business.
c) The Buyer may resell the Goods before ownership has passed to it solely on the
following conditions:
i. Any sale be effected in the ordinary course of the Buyer’s business at full market
value; and
ii. Any such sale shall be a sale of the Company’s property on the Buyer’s own behalf and
the Buyer shall deal as principal when making such a sale
d) The Buyer’s right to possession of the Goods shall terminate immediately if the Buyer
does any act or omission whereby the Buyer:
i. Has a bankruptcy order made against him; or
ii. In the case of a corporate Buyer may be wound up, or enter into a compromise
or arrangement under the Insolvency Act 1986 or suffer the appointment of an
8. INSTALLATION
a) Where assembly of Goods supplied by the Company is not undertaken by the Company,
the Buyer shall be responsible for assembly in accordance with the Company’s
instructions and shall ensure that such instructions have been obtained from
the Company. Failure to assemble the Goods in the manner prescribed in the
instructions supplied with the Goods will invalidate the Company’s responsibility for
damage caused to or by the Goods.
b) If any Goods are not of satisfactory quality within the meaning of the Sale of Goods
Act 1979 the Company shall at its option repair or replace such Goods (or the
defective part) or refund the price of such Goods at the pro rata Contract rate
provided that, if the Company so requests, the buyer mshall, at the Company’s
expense, return the Goods or the part of such Goods which is defective to the
Company.
c) If the Company complies with 8(b) it shall have no further liability for a breach of
warranty in respect of such Goods.
9. INFORMATION AND ADVICE
a) Advice, information and opinion given by any Officer, Employee or Agent of the Company
is given without legal responsibility.
b) Any recommendation or suggestion made by the Company relating to the use of
Goods, whether in technical literature or in response to specific enquiry, is made in
good faith. But it is for the Buyer to satisfy himself of the suitability of the Goods for
his particular purpose, and shall be deemed to have done so.
10. LIMIT OF LIABILITY
a) Subject to 6, and condition 8, the following provisions set out the entire financial
liability of the Company (including any liability for the acts or omissions of its
employees, agents, and subcontractors) 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.
b) All warranties, conditions and other terms implied by statute or common law (save
for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the
fullest extent permitted by law, excluded from the Contract.
c) Nothing in these conditions excludes or limits the liability of the Company:
i. For death or personal injury caused by the Company’s negligence; or
ii. Under section 2(3), Consumer Protection Act 1987; or
iii. For any matter which it would be illegal for the Company to exclude or attempt to
exclude its liability; or
iv. For fraud or fraudulent misrepresentation.
d) Subject to condition 10.b and condition 10.c:
i. The Company’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 Company shall not be liable to the Buyer for loss of profit, loss of business, or
depletion of goodwill 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.
11. DELIVERIES
a) Any time named by the Company for the delivery of its Goods is an estimate only,
and while ever effort will be made to deliver on time the Company will not be liable for
any consequences of a delay in delivery.
b) In the case of damage in transit or short deliveries, notice of damage or shortage
must be received in writing within 3 days of delivery date.
c) The price payable for delivery is as stated in the Company’s catalogue, unless
otherwise agreed, and subject to change from time to time.
d) The Company shall not be liable for any non-delivery of Goods.
e) The Company may deliver the goods by separate instalments. Each separate instalment
shall be invoiced and paid for in accordance with the provisions of the contract.
12. RETURNS AND CANCELLATIONS
a) The Company is not obliged to accept return of goods for credit where they have
been correctly supplied. Where the Company voluntarily accepts a return, a 20%
handling charge will be applied. No credit will be given unless goods are returned in
perfect resalable condition with a copy of the invoice under which they were supplied.
b) Where the Buyer subsequently cancels an order following placement, the Company
reserves the right to apply a cancellation fee of 20% of the value of the order. This
cancellation fee will be payable within five days.
13. GUARANTEES
a) The Company shall assign the benefit to the Buyer of the warranties and/or
guarantees in relation to the Good s which the Company receives from its own
supplier.
b) Guarantees shall not be applicable outside the United Kingdom unless expressly stated
otherwise by the Company in writing.
c) Any guarantee given will be invalidated if the Goods supplied by the Company are
subjected to misuse or accidental damage after the Buyer has taken delivery of them.
14. FORCE MAJEURE
The Company shall not be liable to the Buyer or be deemed to be in breach of the
contract by reason of any delay in performing, or any failure to perform, any of our
obligations in relation to the Goods, if the delay or failure was due to any cause beyond
the Company’s reasonable control.
15. ASSIGNMENT
The Buyer shall not be entitled to assign the Contract or any part of it without the
prior written consent of the Company.
16. MISCELLANEOUS
a) If any provisions of the Contract shall be found by any court or administrative body of
competent jurisdiction to be invalid of unenforceable, such invalidity or unenforceability
shall not affect the other provisions of the Contract, which shall remain in full force
and effect.
b) For the purposes of the Contracts (Rights of Third Parties) Act 1999 the parties do
not intend any person other than a party to the Contract to be able to enforce any
term of the Contract.
17. USE OF PERSONAL INFORMATION
We may pass information about the Buyer to our agents and service providers to
search files of credit reference agencies to help administer any accounts, services and
products provided by the Company, now or in the future. We may share information
about how the Buyer deals with his accounts with other financial institutions, and with
credit reference agencies to detect fraud or recover loss. It may also be used
to inform the Buyer about services and products which may be of interest to them
unless requested otherwise. When a credit account is applied for with the Company,
we may check the following records relating to the Buyer:
a) Our own records
b) Records held by Credit Reference Agencies, who, when they receive a search request
from the Company, may leave a search footprint on your personal credit file (including
Company Director), that may be seen by other Lenders/Organisations. These agencies
supply both public (including the electoral register) and shared credit and fraud
prevention information. Such information may be used for assessing applications,
verifying identity to prevent crime and money laundering. The Company may also make
periodic searches at such agencies to manage the credit account with us.
If the Buyer has received products or services from the Company and fails to make
payments that are owed to the Company within the agreed terms of the Contract, we
will trace your whereabouts and recover debts.
The Buyers data may also be used for other purposes when required by law or where
permitted under the terms of the Data Protection Act 1998.
18. TLhAisW c ontract shall be governed and construed in accordance with the Laws of England.
iii.
administrator or receiver.
Encumbers or in any way charges any of the Goods. 19. The Buyer accepts these Terms and Conditions of Sale and is authorised to sign
7. SPECIFICATION acceptance on behalf of the Buyer.
a) The Company shall not be under any liability in respect of description or specification
or other matters in relation to the Goods contained in any material such as price lists,
catalogues, trade publications and advertising matter other than in the contract itself.
b) The Company reserves the right without notice and without affecting the validity of the
contract to make such changes in materials, dimensions and design as are reasonable
and desirable.
THESE CONDITIONS APPLY WITH EFFECT FROM 1st July 2017 AND SUPERSEDE ALL
PREVIOUS CONDITIONS ISSUED BY PARC SUPPLIES LIMITED
