Terms and Conditions
1. Definitions
The following definitions shall apply whether the transaction is for supply of goods or for the provision of services or for both the supply of goods and the provision of services.
1. The "Seller" Means Freeman and Pardoe Engineering Limited registered in England and Wales with Company Number 2022151 whose registered office is at Freeman and Pardoe Ltd, Unit 9, Arden Forest Industrial Estate, Tything Road, Alcester, Warwickshire, B49 6ES.
2. The "Buyer" Means the party to whom this document is addressed, who buys or agrees to buy Goods from the Seller.
3. "Goods" Means the goods (or any part of them) set out in the Order.
4. "Order” Means the contract between the Seller and the Buyer for the sale and purchase of Goods in accordance with these Terms and Conditions.
5. "Terms and Conditions" Means the Terms and Conditions of Sale set out in this document and any special conditions agreed in writing by the Seller.
6. A reference to writing or written includes faxes and e-mails.
2. Basis of Contract
1. These Terms and Conditions govern the sale of Goods by the Seller to the Buyer. These Terms and Conditions constitute the entire and only agreement between the parties in relation thereto. The Seller's acceptance of the Order by delivery of the Goods constitutes a legally binding contract between the parties on these Terms and Conditions.
2. These Terms and Conditions supersede all previous terms and conditions issued by the Seller and the Buyer agrees to be governed by them in all matters arising from the purchase of Goods or Services from the Seller.
3. The Seller reserves the right to alter any of the Terms and Conditions detailed without prior notice.
3. Price and Payment
1. The price payable for the Goods is as set out on the Seller's website (or as communicated written or verbally offline), at the time the Order is placed, plus any charges for carriage as detailed in “Delivery” of these Terms and Conditions.
2. The Seller reserves the right to alter any prices (both online and offline) without notice.
3. Subject to clause 3.4 below, the Seller must receive payment for the whole of the price of the Goods ordered, and any applicable charges for delivery, before the Order can be accepted unless the Seller has agreed otherwise in advance, in writing.
4. If the Buyer is an account customer, payment shall be made in accordance with the terms already agreed and in place between the Buyer and Freeman and Pardoe. The Seller may 9 Tything Road Arden Forest Industrial Estate Alcester, Warwickshire B49 6ES T: 01789 762575 F: 01789 762673 [email protected] www.freemanandpardoe.com Freeman and Pardoe Engineering Limited Company Reg. No. 2022151 revoke credit at any time if the Buyer fails to make payment when due. If payment is not made when due, interest is payable at the rate of 4 per cent over the Royal Bank of Scotland PLCs base lending rate on the amount outstanding from the due date for payment until receipt by the Seller of the full amount (including any accrued interest) whether before or after judgment, together with any reasonable legal or other recovery costs.
5. The Buyer is responsible for all orders placed by its authorised employees and the Seller is not bound by any individual order limit the Buyer may impose on its authorised employees. The Buyer must inform the Seller in writing as soon as a relevant employee is no longer authorised to place and receive Orders.
6. All prices and sums payable unless otherwise stated are exclusive of Value Added Tax and other duties or taxes.
7. Occasionally an error may occur and Goods may be incorrectly priced, in such circumstances the Seller will not be obliged to supply the Goods at the incorrect price but will inform the Buyer of the correct valid price to enable the Buyer to re-order.
4. Delivery
1. Unless the Buyer tells the Seller, they wish to collect the Goods, the Seller will deliver the Goods in accordance with the Order at the specified rates laid out in points 4.2, 4.3 and 4.4 below. A valid signature will be required on collection or delivery.
2. All orders of £300 Net Value and over will be delivered ‘Carriage Paid’ to all parts of mainland United Kingdom. All orders under £300 Net Value will incur a £15.00 Carriage Charge.
3. The Seller reserves the right to determine the mode of transport by which orders of £300 Net Value and over shall be delivered to the Buyer.
4. If the Buyer requests a form of special transport or preferred carrier, such transport and/or carrier will be provided at the Buyer’s expense.
5. With regards to orders of Metal Plates, if the weight and/or dimensions for the order exceed the £15.00 cost threshold for delivery, the Buyer will be invoiced for these additional costs incurred for delivery from our carrier.
6. The Seller shall use all reasonable endeavours to comply with dates given for delivery or performance. However, any time or date given by the Seller for delivery or performance shall be regarded as an estimate only.
7. The Seller accepts no liability for any loss or damage caused to the Buyer which results from delay in delivering goods or from delay in providing goods and services under the contract. 8. In the unlikely event that the Buyer has not received all the Goods within 48 hours of the expected date of delivery (or where the Buyer has requested a delayed despatch within 48 hours of the requested despatch date), the Buyer must notify the Seller immediately. Nondelivery of goods must be reported by the Buyer within 10 days of the date of the invoice. Failure to comply with this requirement will leave responsibility for non-delivery with the Buyer. 9 Tything Road Arden Forest Industrial Estate Alcester, Warwickshire B49 6ES T: 01789 762575 F: 01789 762673 [email protected] www.freemanandpardoe.com Freeman and Pardoe Engineering Limited Company Reg. No. 2022151
5. Title
1. The Title of all goods which are delivered to the Buyer shall not pass to the Buyer but shall remain with the Seller unless and until the Buyer makes payment in full for all Goods and Services provided under the Contract.
2. If payment under the Contract is overdue in whole or in part the Seller may (without prejudice to any of its other rights) recover or resell the goods or any of them and may enter the Buyer’s premises or other premises at which the goods or any of them are held for that purpose.
3. If any of the Goods are incorporated under the Contract by the Seller in such a way that they become part of the fabric of the Buyers’ premises or premises for which the Buyer is responsible before payment in full has been made the property in the whole of such Goods shall be and shall remain with the Seller until such payment has been made and all the Seller’s rights hereunder in the Goods shall extend to that part at the fabric of the premises in which the Goods have become incorporated.
6. Risk
1. The risk in all goods which are delivered to the buyer shall pass to the buyer upon delivery and the buyer must insure accordingly.
7. Returns, Refunds and Damaged Goods
1. All requests for Return of non-damaged or non-fault Goods must be made in writing to the Seller within 14 days of the delivery date and, if the Return is agreed by the Seller, a minimum re-handling and re-stocking charge of 25% will be deducted from the refund due to the Buyer.
2. Non-damaged or non-fault Goods will be subject to a thorough inspection upon return to the Seller prior to any refund being issued to the Buyer. If Goods are deemed to be unsaleable on receipt, no refund will be issued.
3. In the unlikely event of the Order being supplied incomplete or Goods arriving damaged in transit the Buyer must notify the Seller in writing within 7 days of delivery. The Seller will either make good any shortage or non-delivery; replace or repair any Goods that are damaged or defective upon delivery.
4. The Seller is unable to accept the return of any non-standard special product that has been supplied correctly in accordance with the Buyer’s instructions.
5. The Buyer may notify and return any Goods deemed to be faulty or damaged to the Seller within 30 days of receipt whereby the Seller will conduct thorough testing and inspection to determine if a fault is present.
6. The Seller will either replace any faulty or damaged Goods or refund to the Buyer the amount paid for the Goods in question only if a fault is found upon return and inspection.
7. The Seller will refund the Buyer by the same method of payment used to purchase the Goods. 9 Tything Road Arden Forest Industrial Estate Alcester, Warwickshire B49 6ES T: 01789 762575 F: 01789 762673 [email protected] www.freemanandpardoe.com Freeman and Pardoe Engineering Limited Company Reg. No. 2022151
8. Liability
1. The Seller shall have no liability to pay any money to the Buyer by way of compensation other than any refund the Seller makes under these Terms and Conditions. The Seller’s liability to the Buyer shall not in any event include losses related to any business of the Buyer, such as loss of profits or business interruption; neither will the Seller be responsible to the Buyer for any other loss which is not a foreseeable consequence of the Seller being in breach of these Terms and Conditions or its legal duties. The Seller’s total liability to the Buyer in respect of all other losses arising under or in connection with this agreement shall not exceed the price of the Order.
2. This does not affect your statutory rights, nor is it intended to exclude the Seller’s liability to the Buyer for fraudulent misrepresentation or for death or personal injury resulting from the Seller’s negligence or any matter in respect of which it would be unlawful for the Seller to exclude or restrict liability.
9. Health and Safety
1. By purchasing from the Seller, the Buyer acknowledges that it is aware of all health and safety requirements pertaining to the products and their application.
2. By purchasing from the Seller, the Buyer assumes full liability for the consequences of its actions and acknowledges that the Buyer is obliged to report any misuse or abuse of the Sellers’ products and/or services.
10. Force Majeure
1. Both parties shall be released from their respective obligations in the event of National Emergency, War, Prohibitive Governmental Regulation or if any other cause beyond the reasonable control of the parties or either of them (such cause to include but without limitation industrial action, breakage of machinery and Act of God) renders performance of the contract impossible.
2. In the event of such release from their respective obligations the Buyer shall pay to the Seller the value of work actually executed (to include without limitation the value of Goods supplied or appropriated to the contract) and any other loss or expense caused to the Seller by reason of the aforesaid release.
3. In the event of National Emergency, War, Prohibitive Governmental Regulation or of any other cause beyond the reasonable control of the parties or either of them (such cause to include but without limitation industrial action, breakage of machinery and Act of God), operating to delay performance of the contract, the period for completion of the contract shall be extended in such extent as is reasonable having regard to the circumstances. 9 Tything Road Arden Forest Industrial Estate Alcester, Warwickshire B49 6ES T: 01789 762575 F: 01789 762673 [email protected] www.freemanandpardoe.com Freeman and Pardoe Engineering Limited Company Reg. No. 2022151
11.Termination
1. The Seller may suspend further supply or delivery, stop any Goods in transit or terminate the contract by notice in writing to the Buyer if the Buyer is in breach of an obligation hereunder or the Buyer becomes unable to pay its debts when they fall due or proceedings are commenced by or against the Buyer alleging bankruptcy or insolvency.
2. Upon termination, the Buyer’s indebtedness to the Seller becomes immediately due and payable and the Seller shall be under no further obligation to supply Goods.
12. Bankruptcy and Ancillary Concerns
1. In the event of the Buyer:
a. becoming bankrupt or insolvent or compounding with his creditors or being a limited company commencing to be wound up or to suffering a receiver or administrator to be appointed, or
b. failing to make due payment of any money owed by it to the Seller under the Contract and/or any other contract made between the Buyer and the Seller, the Seller shall be at liberty by notice (without prejudice to any right or remedy which shall have accrued or shall accrue thereafter) to:
i. treat all sums payable under the Contract as due and payable forthwith; and/or
ii. suspend forthwith the supply or Goods and Services under the Contract; and/or
iii. in so far as any Goods may have already been supplied under the contract, exercise the right to recover all or any of the Goods supplied under the contract.
2. The Buyer shall further indemnify the Seller in respect of every loss and/or liability suffered or incurred by the Seller in consequence of any action taken in accordance with these conditions.
3. Without prejudice to any of the aforesaid provisions the Seller shall not be obliged to deliver or transfer any Goods or perform any Services if, after the date when the Contract was made, the Seller learns of circumstances which are in the reasonable judgement of the Seller likely adversely to affect the ability of the buyer to pay for such Goods or Services in accordance with the Contract.
13. Abatement
1. The Buyer shall not be entitled to withhold payment of any sums due under the Contract by reason of any alleged defect either arising or due to faulty materials or products supplied by the Seller or workmanship carried out by the Seller.
2. The Buyer expressly waives and abandons any right to deduct or abate arising by operation of law to which the Buyer might otherwise be entitled. 9 Tything Road Arden Forest Industrial Estate Alcester, Warwickshire B49 6ES T: 01789 762575 F: 01789 762673 [email protected] www.freemanandpardoe.com Freeman and Pardoe Engineering Limited Company Reg. No. 2022151
14. Vouchers, Promotions and Discounts
1. When using a Voucher code, you must enter the Code during the checkout process when placing your order online or quote the Voucher Code when placing your order over the telephone, otherwise the discount will not be applied to your order and cannot be retroactively applied.
2. Vouchers can be used on orders placed online, using our mobile site or over the phone unless otherwise stated.
3. Vouchers cannot be used in conjunction with any other promotional offers or discounts unless otherwise stated.
4. Voucher is only valid on full-priced items and cannot be used on sale or promotional items which are already discounted unless otherwise stated
5. Vouchers cannot be exchanged for cash, credit or gift vouchers.
6. If a Voucher offers monetary value off of an order, the Voucher value must be used during one transaction, is not refundable and no change will be given.
7. Vouchers can be redeemed by the intended recipient only.
8. Some vouchers can only be redeemed on specific items or groups of items as specified.
9. Only one Voucher Code can be redeemed per order and may not be used multiple times, unless stated.
10. Vouchers cannot be redeemed after the published expiry date.
11. A minimum spend may apply.
12. Freeman and Pardoe reserves the right to refuse the redemption of a promotional voucher or discount at any time.
13. Freeman and Pardoe reserves the right to cancel a promotion at any time.
14. You must not publish or distribute voucher codes.
15. Copyright
1. Drawings, photographs, part numbers, layout and style are all considered the property of the Seller. Reproduction in whole, or in part, is strictly prohibited without prior written permission of the Seller. Quantities and measurements are approximate. All trademarks are acknowledged. Exact products may vary from those shown.
16. General
1. If any provision of these Terms and Conditions is invalid, illegal or unenforceable (including any provision in which the Seller excludes its liability to the Buyer) that provision shall, to the extent required, be deemed to be deleted and the validity, legality or enforceability of any other part of these Terms and Conditions will not be affected.
2. Where any terms or conditions may be valid by the inclusion or exclusion of one or more conditions it will be considered that those amendments have taken place with the minimum modification necessary. 9 Tything Road Arden Forest Industrial Estate Alcester, Warwickshire B49 6ES T: 01789 762575 F: 01789 762673 [email protected] www.freemanandpardoe.com Freeman and Pardoe Engineering Limited Company Reg. No. 2022151
3. This contract and any dispute or claim arising out of or in connection with it shall be governed by and interpreted in accordance with English law, the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
4. These Terms and Conditions constitute the entire agreement between the parties. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Seller which is not set out in the Order. 5. A person who is not a party to the contract shall not have any rights under or in connection with it.
