1.1 "The Company" - means Prigee International Ltd.
1.2 "The Customer" - means the customer of the Company.
1.3 "The Contract" - means any contract for the sale of goods by the Company to the Customer.
1.4 "The Goods" - means any goods forming the subject of this contract including parts and components of or materials incorporated in them.
Written quotations by the Company unless otherwise stated in them shall be open for acceptance within 30 days of the date of the quotation but thereafter shall automatically expire. Verbal quotations shall expire at the close of business on the day on which the quotation is given unless accepted beforehand by the Customer. The Company may withdraw quotations at any time before acceptance by written notice.
3) Existence of Contract
3.1 No Contract shall come into existence until the Customer’s order (howsoever given) is accepted by the earliest of:
(a) The Company’s written acceptance.
(b) Delivery of the Goods and
(c) The Company’s invoice.
3.2 These conditions shall be incorporated in the Contract to the exclusion of any terms or conditions stipulated or referred to by the Customer.
3.3 No variations or amendments of the Contract shall be binding on the Company unless confirmed by it in writing.
3.4 Contract information will be held on record and accessible by the customer for 36 months after the order despatch date.
3.5 By completing and submitting an electronic, telephone, or written order, the Customer is making an offer to purchase goods, which, if accepted by the Company, will result in a binding Contract.
3.6 The Customer’s offer is accepted when the Company has despatched the Goods to the Customer’s requested delivery address.
4.1 Part prices exclude freight insurance, delivery charges, VAT and other taxes or duties.
4.2 The Company shall have the right to adjust its prices for any increase in the costs of any kind arising for any reason after the date of the Contract.
5.1 All invoices are payable in full prior to despatch without discount of any kind in pounds sterling unless a credit account has been previously agreed in writing. All credit account invoices are payable in full without discount of any kind in pounds sterling by the last day of the month following the month of invoice unless previously agreed and confirmed in writing by the Company at the Company’s premises stated on the invoice and in no circumstances shall the Customer be entitled to make any deduction or withhold payment for any reason at all. Unless otherwise agreed in writing by the Company any discount for prompt payment given in an invoice shall be at the discretion of the Company and can be withdrawn at any time. Any discount offered shall be subject to the stipulations as to prompt payment set out in these conditions and failure to comply with these conditions may result in any discount being withdrawn.
5.2 Credit accounts can only be opened upon receipt of two satisfactory trade references, a satisfactory bank reference and receipt of the Customer’s brochure. The Company can suspend or withdraw credit facilities at any time at its discretion.
5.3 Time for payment shall be of the essence of the Contract. Without prejudice to any other rights of the Company if the Customer fails to pay the invoice price by the due date the Customer shall not be allowed any discount given in that invoice and shall pay interest on any overdue amount from the date on which payment was due to that on which it is made (whether before or after judgement) on a daily basis at a rate of 4% p.a. over the base rate from time to time quoted by HSBC Bank Plc. and reimburse to the Company all costs and expenses (including legal costs) incurred in the collection of any overdue amount.
5.4 In the case of Goods that have to be made or ordered especially for the Customer, full payment is required when the order is placed. Goods so supplied cannot be returned for credit or refund.
5.5 Whilst the Customer's debit/credit card may be debited before the contract is formed, if the Customer's order is ultimately rejected, a full refund will be made. The Company's acceptance of payment does not signify an acceptance of the contract.
5.6 VAT exempt customers ordering for the first time via the Company's website will be charged VAT at the standard VAT rate. VAT exemption on the Customer’s account will be activated after registration with the Company has occurred, and once the Customer’s VAT exemption has been confirmed.
6.1 For the purpose of section 12 of the Sale of Goods Act 1979 the Company shall transfer only such title or rights in respect of the Goods as the Company has and if the Goods purchased from a third party shall transfer only such title or rights as that party had and has transferred to the Company.
6.2 Notwithstanding the earlier passing of risk title in the Goods shall remain with the Company and shall not pass to the Customer until the amount due under the invoice for them has been paid in full. Goods remain the property of the Company until paid for in full.
6.3 Until title passes the Customer shall hold the Goods as bailee for the Company and shall store or mark them so that they can at all times be identified as the property of the Company.
6.4 The Company shall be entitled at any time before title passes to repossess all or any of the Goods and so terminate (without any liability to the Customer) the Customer’s right to use, sell or otherwise deal in them and for that purpose to enter any premises of the Customer.
6.5 Until title passes the entire proceeds of sale of the Goods shall be held in trust for the Company and shall not be engrossed with other monies or paid into any overdrawn bank account and shall be at all times identifiable as the Company’s money.
6.6 The Company shall be entitled to maintain an action for the price of any goods notwithstanding that title in them has not passed to the Customer.
7) Risk Delivery and Performance
7.1 Goods are delivered to the Customer when the Company makes them available to the customer or any agent of the Customer or any carrier (who shall be the Customer’s agent whoever pays his charges) at the Company’s premises or other delivery point agreed by the Company.
7.2 Risk in the goods passes when they are delivered to the Customer.
7.3 The Company may at its discretion deliver the Goods by instalments in any sequence.
7.4 Where the Goods are delivered by instalments each instalment shall be deemed to be the subject of a separate contract and no default or failure by the Company in respect of any one or more instalments shall vitiate the Contract in respect of the Goods previously delivered or undelivered Goods.
7.5 The Company may deliver to the Customer and the Customer shall accept in satisfaction of the Contract a lesser number than the number of Goods ordered.
7.6 Unless otherwise agreed by the Company in writing any dates quoted by the Company for the delivery of the Goods are approximate only and shall not form part of the Contract. Delivery shall take place within a reasonable time of any quoted delivery dates taking into account all the circumstances of the particular Contract.
7.7 If the Customer fails to take delivery of the Goods or any part of them on the due date and fails to provide any instructions documents licenses consents or authorisation required to enable the Goods to be delivered on the due date, the Company shall be entitled upon giving written notice to the Customer to store or arrange for the storage of the Goods, and then risk in the Goods shall pass to the Customer. Delivery shall be deemed to have taken place and the Customer shall pay to the Company all costs and expenses including storage and insurance charges arising from its failure.
7.8 The Company shall not be liable for any penalty loss injury damage or expense arising from any delay or failure in delivery or performance from any cause at all nor shall any such delay or failure entitle the customer to refuse to accept any delivery or performance of or repudiate the Contract.
7.9 No liability shall be accepted by the Company, if items are left unattended at the delivery address according to instructions from the Customer.
8) Claims Notification
8.1 Any claim for non-delivery of any Goods shall be notified by the Customer to the Company in writing within 3 days of the date of the Company’s invoice.
8.2 Any claim that any Goods have been delivered damaged are not of the correct quantity or do not comply with their description shall be notified by the Customer to the Company within 3 days of their delivery.
8.3.1 Any alleged defect shall be notified by the Customer to the Company within 3 days of the delivery of the Goods or in the case of any defect which is not reasonably apparent on inspection within 3 days of the defect coming to the Customer’s attention and in any event within the following periods:
8.3.2 For second-hand Goods or reconditioned by the Company no period is applicable unless otherwise specified in the Contract; and
8.3.3 Other than the benefits conferred on the Customer by statute all goods supplied not of the Company’s manufacture are covered by the manufacturer’s warranty terms only.
8.4 Any claim under this condition must be in writing and must contain full details of the claim including the part numbers of any allegedly defective Goods.
8.5 The Company shall be afforded reasonable opportunity and facilities to investigate any claims made under this condition and the Customer shall if so requested in writing by the Company return the Goods the subject of any claim and any packing securely packed and carriage paid to the Company for examination.
8.6 Any Goods that are claimed to be faulty shall not be repaired or tampered with by the Customer without the prior written consent of the Company.
8.7 The Company shall have no liability with regard to any claim in respect of which the Customer has not complied with the provisions of this condition.
9) Scope of Contract
9.1 Under no circumstances shall the Company have any liability of whatever kind for:
9.1.1 All and any defects resulting from wear and tear accident improper use by the Customer or use by the Customer otherwise than in accordance with the instructions or advice of the Company or the manufacturer of any Goods or neglect;
9.1.2 Any goods which have been adjusted modified or repaired otherwise than by the Company;
9.1.3 The suitability of any Goods for any particular purpose or use under specific conditions whether or not the purpose or conditions were known or communicated to the Company;
9.1.4 Any substitution by the company of any materials or components not forming part of any specification of the goods agreed in writing by the Company;
9.1.5 Any descriptions, illustrations, specification, figures as to performance, drawings and particulars of weights and dimensions submitted by the Company contained in the Company’s catalogues, price lists or elsewhere since they are merely intended to represent a general idea of the Goods and not to form part of the contract or be treated as representations;
9.1.6 Any technical information recommendations statements or advice furnished by the Company its servants or agents not given in writing in response to a specific written request from the customer before the Contract is made; or
9.1.7 any variations in the quantities or dimension of any Goods or changes of their specifications or substitution of any materials or components, if the variation or substitution does not materially affect the characteristics of the Goods, and the substituted materials or components are of a quality equal or superior to those originally specified.
10) Extent Of Liability
10.1 The Company shall have no liability to the Customer (other than liability for death or personal injury resulting from the Company’s negligence) for any loss or damage of any nature arising from any breach of any express or implied warranty or condition of the Contract or any negligence, breach of statutory or other duty on the part of the Company or in any other way out of or in connection with the performance or purported performance of or failure to perform the contract except in accordance with this condition.
10.2 If the Customer establishes that any Goods have not been delivered, have been delivered damaged, are not of the correct quantity or do not comply with their description the Company shall, at its option, replace with similar goods any Goods which are missing, lost or damaged or do not comply with their description, allow the Customer credit for their invoice value or repair any damaged Goods.
10.3 If the Customer establishes that any Goods are defective the Company shall, at its option, replace with similar goods or repair any defective Goods, allow the Customer credit for their invoice value or to the extent that the Goods are not of the Company’s manufacture, assign to the Customer (so far as the Company is able to do so) any warranties given by the manufacturer of the Goods to the Company.
10.4 The delivery of any repaired or replacement goods shall be at the Company’s premises or other delivery point specified for the original Goods.
10.5 Where the Company is liable in accordance with this condition in respect of only some or part of the Goods the Contract shall remain in full force and effect in respect of the other or other parts of the Goods and no set off or other claim shall be made by the Customer against or in respect of such other or other parts of the Goods.
10.6 No claim against the Company shall be entertained for any defect arising from any design or specification provided or made by the Customer or if any adjustments alterations or other work has been done to the Goods by any person other than the Company.
10.7 The Company shall not be liable where any Goods the price of which does not include carriage are lost or damaged in transit and all claims by the Customer shall be made against the carrier. Replacements for such lost or damaged Goods will, if available, be supplied by the Company at the prices ruling at the date of dispatch.
10.8 In no circumstances shall the liability of the Company under this Condition exceed the invoice value of the Goods.
11.1 The Company may sub-contract the performance of the Contract in whole or in part.
11.2 The Contract is between the Company and the Customer as principals and shall not be assignable by the Customer without the express written consent of the Company.
11.3 The company shall have a lien on all the Customer’s property in the Company’s possession for all sums due at any time from the Customer and shall be entitled to use sell or dispose of that property as agent for and at the expense of the Customer and apply the proceeds in and towards the payment of such sums on 30 days notice in writing to the Customer. Upon accounting to the Customer for any balance remaining after payment of any sums due to the Company and the costs of sale or disposal the Company shall be discharged of any liability in respect of the Customer’s property.
11.4 The Company may at its discretion suspend or terminate the supply of any Goods if the Customer fails to make any payment when and as due or otherwise defaults in any of its obligations under the Contract or any other agreement with the Company or becomes insolvent, has a receiver appointed of its business or is compulsorily or voluntarily wound up or the Company bona fide believes that any of those events may occur, and in case of termination shall be entitled to forfeit any deposit paid.
11.5 All tools, patterns, materials, drawings, specifications and other data provided by the Company shall remain its property and all technical information patent-able or un-patent-able, copyright and registered designs arising from the execution of any orders shall become the property of the Company.
11.6 The Contract and its subject matter are confidential and shall not be disclosed or used for any unauthorized purpose.
11.7 To help ensure a prompt delivery, the Customer is required to provide the Company with a valid daytime telephone number.
12.1 Orders for Goods which have to be made especially for the Customer will be charged in full unless written notice of cancellation is received not later than 8 weeks before the expected delivery date quoted in the Company’s order acknowledgement and manufacture of them or any components for them has not commenced at the date of that notice. Order for stock items may be cancelled by written notice at any time prior to the Goods being allocated to the Contract but if a cancellation notice is received after the Goods have been allocated to the Contract then a packing and handling charge will be payable by the Customer. Goods that have been made or ordered especially once ordered cannot be cancelled and once despatched may not be returned for credit or refund.
12.2 No Goods shall be returned to the Company without prior written consent. Returned Goods ordered in error will be subject to a 10% (min £3.00) handling charge at the discretion of the Company. All returns shall be made at the risk and expense of the Customer.
It is the customer’s responsibility to virus checks all materials before downloading them from the website of the Company for any purpose whatsoever.
Links made to other websites are made entirely at the Customer’s own risk and the Company accepts no liability of any kind in relation to any linked websites. Third parties must obtain the prior written permission of the Company before linking to the Company’s website.
The pages within any catalogue leaflet or other document etc produced by or on behalf of the Company in printed, electronic or other form are subject to copyright. Certain contents of pages can be accessed, downloaded and stored on a temporary basis for the purposes of ordering. Any permanent storage or copying or redistribution of any kind of the information set out in the website of the Company is strictly prohibited. Browsers are also prohibited from modifying any details of the website of the Company and from reproducing or publicly displaying or distributing any such details for any commercial purposes whatsoever.
16) Data Protection
The placing of orders from catalogues, by telephone and the Company’s website will require the Customer to provide the Company with the Customer’s name, address and other relevant information. Personal information provided by the Customer and any other relevant information relating to the Customer will be held by the Company and will not be shared with third parties outside the Company.
17) Promotional Material
The Company may occasionally send the Customer special offer prices and promotional email. Personal information provided by the Customer and any other relevant information relating to the Customer will be held by the Company and will not be shared with third parties outside the Company.
18) Force Majeure
The Company shall not be liable for any failure in the performance of any of its obligations under the Contract caused by factors outside its control.
19) Law and Construction
19.1 This Contract shall be subject and governed by English law and the customer consents to the exclusive jurisdiction of the English courts in all matters regarding the Contract except to the extent that the Company invokes the jurisdiction of the courts of any other country.
19.2 The headings of conditions are for convenience of reference only and shall not affect their interpretation.
Any notice to be given under the Contract shall be in writing and telexed sent by facsimile transmission or forwarded by first class prepaid registered or recorded delivery letter post to the receiving party at its business address as last notified in writing to the other party and shall be deemed to have been given on the date of the telex or facsimile transmission or on the day following that on which the notice was posted.
21) Competitions / Discounts
21.1 Competition details form part of these terms and conditions.
21.2 Entry is open to residents of the UK (unless specified) except employees (and their families) of the company, and suppliers of the prizes.
21.3 The entrant(s) must be aged 18 or over. Proof of identity and age may be required.
21.4 Use of a false name or address will result in disqualification.
21.5 Entries that are incomplete, illegible, indecipherable, or inaudible (if made by phone) will not be valid and deemed void.
21.6 All entries must be made directly by the person entering the competition.
21.7 No responsibility can be accepted for entries lost, damaged or delayed in the post, or due to computer error in transit.
21.8 The prizes are as stated, are not transferable to another individual and no cash or other alternatives will be offered.
21.9 Any vouchers issued by the company have no monetary value and can only be used for goods and delivery excluding VAT unless otherwise stated.
21.10 If any goods are purchased with a prize/gift voucher and are later returned, the credit will be raised as a voucher, valid for 90 days.
21.11 The winner(s) is (are) responsible for expenses and arrangements not specifically included in the prizes, including any necessary travel documents, passports and visas.
21.12 Prizes are subject to availability and the prize suppliers' terms and conditions.
21.13 If personal details were given to enter the competition, please note these will only be used by the company and will not be passed onto any 3rd party companies.
21.14 The promoters reserve the right to amend or alter the terms of competitions at any time and reject entries from entrants not entering into the spirit of the competition.
21.15 In the event of a prize being unavailable, the company reserves the right to offer an alternative prize of equal or greater value.
21.16 The winner(s) agree(s) to the use of their name, photograph and disclosure of county of residence and will co-operate with any other reasonable requests by the company relating to any post-winning publicity.
21.17 Unless stated otherwise all postal entries must be made on the relevant form printed by the company.
21.18 Unless stated otherwise, the winner(s) will be drawn at random from all correct entries received by the closing date stated within the promotional material.
21.19 Reasonable efforts will be made to contact the winner(s). If the winner(s) cannot be contacted, or are unable to comply with these terms and conditions, the company reserves the right to offer the prize to the next eligible entrant drawn at random.
21.20 Confirmation of the prize will be made in writing to the winner(s) via email or letter.
21.21 Failure to respond and/or provide an address for delivery, or failure to meet the eligibility requirements, may result in forfeiture of the prize.
21.22 Competitions may be modified or withdrawn at any time.
21.23 In the event of a discrepancy between these standard terms and conditions and the details in the promotional material (or any other terms and conditions provided/referred to at the time of entry), the details of the promotional material (and any other terms and conditions provided/referred to at the time of entry) shall prevail.
21.24 A list of winners will be available by writing into the company or website up to 6 weeks after close of the competition date. Only the surname and county of the winners will be disclosed.
21.25 Facebook / Twitter / Google / other competitions - Participation in any competition is free and open to everyone. To enter, the applicant must like the companies Facebook page, comment (if relevant) and share the competition post.
21.26 Discount codes or offers issued or displayed by any other company other than Prigee Supplies, such as 3rd party websites are deemed as void. The company will not accept responsibility and will not honour in any circumstances.