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Interpretation

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

Customer: The Customer of the Goods or Services from the Supplier

Conditions: The terms and conditions set out in this agreement

Contract: The contract between the Supplier and Customer for the sale and purchase of the Goods in accordance with these Conditions   

Goods: Goods, products or materials (or any part of them) which the Supplier supplies to a Customer, pursuant to the contract

Order: The Customer’s order for the Goods, the Customer's purchase order form, the Customer’s written acceptance of the Supplier's quotation, or as otherwise submitted by the Customer to the Supplier.

Supplier: means PV Kits Direct Limited (Registered company number 09471832) a company incorporated in England and Wales whose registered office is at Units 2,4 & 8 Yale Business Park, Bluestem Road, Ransomes Industrial Estate, Ipswich, Suffolk, United Kingdom, IP3 9RR

Application of the Contract

2.1 These Conditions shall govern and be incorporated in every Contract made by or on behalf of the Supplier with a Customer and apply to all deliveries and services of the Supplier for the duration of the business relationship. These Conditions shall prevail over any terms and conditions contained or referred to in any documentation submitted by a Customer or in correspondence or elsewhere or implied by trade custom practice or course of dealing.  

2.2 Any order placed by the Customer or any signing of a Contract by the Customer for Goods and/or services shall constitute an unqualified acceptance of these Conditions. A variation of these Conditions requires written agreement and shall state expressly that it varies these Conditions.

2.3 Any quotation for the Goods provided by the Supplier shall not constitute an offer.  Unless otherwise expressly set out therein, a quotation shall only be valid for a period of 30 days from the date of issue.  Any acceptance by the Customer of a quotation from the Supplier shall constitute an Order (which is subject to acceptance by the Supplier in accordance with these Conditions).

2.4 No stock can be held or reserved without an official purchase order.

 

Prices and Payment

3.1 The price payable for the goods shall, unless otherwise expressly agreed in writing between the Supplier and the Customer, be the price set out in the order, or, if, no price is set out in the order, the price set out in any quotation provided by the supplier to the Customer, which has been accepted by the Customer. Or where no such quotation exists, the price set out in the suppliers published list at the date of submission of the Order by the Customer. The prices may change at any time, but price changes will not affect orders that the Supplier have confirmed with the Customer. The prices stated are for stipulated quantities only and do not apply to lower quantities.

3.2 The prices are exclusive of value added tax, customs duties and import levies or any similar duties or levies.

3.3 The price of the Goods excludes delivery costs, which will be calculated and added to the total amount due and notified to the Customer prior to placing the order.

3.4 Any promotional prices or deals are subject to availability and may be withdrawn at any time.

3.5 Unless otherwise expressly agreed in writing by the Supplier, the Delivery Point shall be within the United Kingdom.  If it is agreed that the Delivery Point is to be outside the United Kingdom, then the price shall be exclusive of all local taxes and/or import duties which shall be payable by the Customer and, if incurred by the Supplier, the Customer shall reimburse the Supplier in respect thereof within 14 days of receipt of an invoice in respect of the same.

3.6 The Supplier shall be entitled to adjust the price stated to take into account any change in specification made at the request of the Customer or any alteration before the date of delivery in the cost to the Supplier of labour materials subcontracted services or import or export duties or tariffs or transport or fluctuations in currency exchange rates which directly affects the cost to the Supplier of supplying the Goods

3.7 Any charges for paying by credit card will be added to the total amount and notified to the Customer before placing the order.

3.8 All payments received, if not supported by a remittance advice, will be allocated to the oldest invoices on account.

3.9 No payment by the Customer shall be deemed to have been received until the supplier has received cleared funds.

3.10 Payment of invoices shall be made in full within 30 days from the date of the invoice unless otherwise agreed and confirmed in writing by the Supplier.

3.11 In the case of all Orders, if the Customer fails to make payment in full, then (without prejudice to any other rights of the Supplier) the Customer shall, without any need for the Supplier to give notice, become liable to pay the Company interest on the amount for the time being unpaid at the rate of 4% above the base rate from time to time of Barclays plc which shall accrue on a daily basis, compounded monthly, and be calculated from the due date of payment until the date of actual payment, both before and after any court judgment together with any costs reasonably incurred by the Supplier in seeking to recover payment, and:

3.12. the supplier shall be entitled to suspend all or any other deliveries to be made under that or any other contract with the Customer; in such event the Customer shall not in any respect be released from its obligations to the Supplier under that or any such other contract; or

3.13. instead of suspension in accordance with paragraph 3.12 above the Supplier shall be entitled to terminate the relevant contract or any other contract with the Customer in accordance with condition 16 below and to claim damages from the Customer.

3.14. Time for payment is of the essence of these Terms.

Delivery

4.1 The exact method and target date for delivery as agreed between the Supplier and the Customer shall be stated on the Order Confirmation or otherwise agreed in writing. Any dispatch or delivery date shown on the Order Confirmation or otherwise agreed in writing is a target date only, and whilst the Supplier will use all reasonable endeavours to achieve any stated dispatch or delivery date it accepts no liability whatsoever for any loss or damage resulting from delay howsoever the same shall have been caused. Time of delivery is not of the essence and shall not be made of the essence by notice.

4.2. The Supplier may accept Orders for delivery outside the UK. If such an Order is accepted the method of delivery shall be stated on the Order Confirmation or otherwise agreed in writing.

4.3. In the case of Orders for UK delivery, delivery shall be effected on loading the Goods on to the carrier’s transport at the Customers’ premises. Occasionally delivery of the Goods may be affected by a Force Majeure Event. See condition 12 for responsibilities when this happens.

4.4. Upon delivery of the Goods, in each case the Customer shall sign the Suppliers’ delivery note and check the consignment. If the Goods are not delivered or upon delivery are found to be damaged or short the Supplier shall not in any event be liable unless:

4.4.1. the Customer gives written notice to the Supplier and to the carrier within two working days of the date of delivery; and

4.4.2. the Customer gives the Supplier or its representative(s) a reasonable opportunity to inspect the Goods concerned in the state and condition and location in which they were delivered.

4.5. The Customer shall inspect the Goods for ‘shade and quality’ and accept the Goods before they are installed, no claims will be considered after the Goods have been installed.

4.6. When the Goods are delivered or shipped in lots or by instalments the contract for the Goods shall be construed as a separate contract in respect of each lot or instalment subject to these conditions and subject to any special conditions incorporated in the contract in writing.

4.7. If the Supplier is not able to deliver the whole of the Order at one time due to operational reasons or shortage of stock, the Supplier will deliver the Order in instalments. The Supplier will not charge the Customer extra delivery costs for this. Each instalment shall constitute a separate contract governed by these Terms. If the Supplier is late delivering an instalment or one instalment is faulty, that will not entitle the Customer to cancel any other instalment.

4.8. If 10 Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not accepted delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods.

Non – Delivery

5.1 The quantity of Goods as recorded by the Supplier on the proof of delivery signed by the Customer shall be conclusive evidence of the quantity received by the Customer on delivery unless the Customer can provide conclusive evidence proving the contrary.

5.2 Any liability of the Supplier for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata rate against any invoice raised for such Goods.

Risk / Title

 

6.1 The Goods are at the risk of the Customer from the time of delivery. Title in the Goods shall not pass to the Customer until the Supplier has received in full (in cash or cleared funds) all sums due to it in respect of the Goods and all other sums which are, or which become due to the Supplier from the Customer on any account.

6.2 The Customer shall keep the Goods fully insured against all risks normally insured against at least throughout the period between the risk therein passing to the Customer and the property therein ceasing to remain with the Supplier.

6.3 Until title in the Goods has passed to the Customer, the Customer shall:

6.3.1 hold the Goods on a fiduciary basis as the Supplier's bailee;

6.3.2 store the Goods (at no cost to the Supplier) separately from all other goods of the Customer or any third party in such a way that they remain readily identifiable as the Supplier's property;

6.3.3 not destroy, deface or obscure any identifying mark on or relating to the Goods;

6.3.4 maintain the Goods in satisfactory condition and keep them insured on the Supplier's behalf for their full price against all risks to the reasonable satisfaction of the Supplier. On request the Customer shall produce the policy of insurance to the Supplier;

6.3.5 notify the Supplier immediately if it becomes subject to any of the events listed in condition 6.4; and

6.3.6 give the Supplier such information relating to the Goods as the Supplier may require from time to time.

6.4 If title to the Goods has not passed to the Customer, the Customer's right to possession of the Goods shall terminate immediately if: 

6.4.1 the Customer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Customer or notice of intention to appoint an administrator is given by the Customer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986 (‘IA 1986’)), or a resolution is passed or a petition presented to any court for the winding-up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer; or 

6.4.2 the Customer suffers or allows any execution, whether legal or equitable, to be levied on its property or obtained against it, or is unable to pay its debts (as defined in section 123 of the IA 1986); or 

6.4.3 any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in conditions 6.4.1 to 6.4.2; or 

6.4.4 the Customer encumbers or in any way charges the Goods; or 

6.4.5 the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or substantially the whole of its business; or 

6.4.6 the financial position of the Customer deteriorates to such an extent that in the opinion of the Supplier the capability of the Customer adequately to fulfil its obligations under the Contract have been placed in jeopardy. 

6.5 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in condition 6.4, or the Supplier reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Supplier may have, the Supplier may at any time require the Customer to deliver up the Goods or may enter (pursuant to  condition 6.6) any premises of the Customer or of any third party where the Goods are stored in order to recover them. 

6.6 The Customer grants the Supplier, its agents and employees an irrevocable licence at any time to enter the Delivery Point and any premises where the Goods are or may be stored in order to inspect them, or, where the Customer's right to possession has terminated, to remove and recover them.  

6.7 On termination of the Contract, howsoever caused, the Supplier's rights contained in this condition 6 shall remain in effect. 

 

Third Parties

 

7.1 Nothing contained herein shall be interpreted as providing any rights to a third party who is not a party to this Agreement or as granting any third party the right to demand performance of any obligations established herein.

 

Warranty

 

8.1 The supplier’s distribution and sale of the Goods to the Customer is subject to the manufacturer’s warranty only. The supplier does not provide any other warranties, express or implied. The supplier does not provide any warranties regarding the quality of the Goods, or of their fitness for particular purpose. The supplier shall not be liable for any difference, should any such difference exist, between the coverage of the manufacturer’s warranty and the legal requirements that may apply to the Goods. The supplier shall not be liable for any change that the Customer may make to the Goods. Any request or demand made by the Customer in connection with the warranty shall be made directly to the manufacturer and the supplier shall not be liable with respect to any such request.

 

Limitation of Liability

 

9.1 The Customer hereby releases the supplier from any liability in connection with this Agreement, other than what is expressly contained herein. The supplier shall not be liable, and the Customer shall not be entitled to any damages, whether indirect, special or consequential, for any damages incurred in connection with the Goods and/or this Agreement. In any event, the supplier’ liability shall be limited to the cost of the Goods or to that portion of the consideration which was actually paid to the supplier, whichever is lower.

 

Returns

10.1. If:

10.1.1. the Customer gives notice in writing to the Supplier within reasonable time of discovery during the relevant Warranty period that some or all of the Goods do not comply with the Warranty; and

10.1.2. the Supplier is given reasonable opportunity of examining such Goods; and

10.1.3. the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business or makes the Goods available for collection by the Supplier, the Supplier shall provide the Customer with reasonable assistance (at the Customer’s cost) in dealing with the manufacturer to obtain any remedy to which the Customer may be entitled under the terms of the Warranty.

10.2. If inspection or testing of the Goods following their return to or collection by the Supplier in accordance with condition 10.1.3 reveals no defect in the Goods then the Supplier shall be entitled to charge the Customer for any costs reasonably incurred by the Supplier in accordance with condition 10.1.3.

10.3. For the return of non-defective Goods:

10.3.1. the Supplier has absolute discretion whether it accepts Goods to be returned by the Customer and must be contacted prior          to any returns being accepted;

10.3.2. Goods procured and supplied for special orders cannot be returned;

10.3.3. if Goods are accepted for return they may be only be returned within a one-month period from invoice date; and

10.3.4. Goods that are accepted for return will be subject to a 25% restocking charge.

Communications

 

11.1 All communications between the parties shall be in writing and delivered by hand or sent by prepaid first class post, airmail, fax or email to the address, email address or fax number notified to the other party from time to time and shall be deemed to have been received if sent by pre-paid first class post, two Business Days after posting (exclusive of the day of posting); if sent by airmail 7 Business Days after posting (exclusive of the day of posting), or if delivered by hand, on the day of delivery; or if sent by fax or email on a Business Day prior to 4.00 pm, at the time of transmission and otherwise on the next Business Day.   

Force Majeure

 

12.1. For the purposes of these Terms, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lockouts or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors. 

12.2. The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under these Terms as a result of a Force Majeure Event. 

12.3. If the Force Majeure Event prevents the Supplier from providing any of the Goods for more than 12 weeks, the Supplier shall, without limiting its other rights and remedies, have the right to terminate any agreement by giving written notice to the Customer.

 

Insurance and Indemnity

 

13.1 Commencing with the date of delivery, the Customer shall insure the Goods against all property damage or bodily injury which may occur in connection with the Goods. The Customer shall indemnify and compensate the Supplier for any direct or indirect damage, suit, claim, expenses, loss, prevention of profit, liability, fine or obligation (including court expenses, property damages and damages for bodily injury) for which the Supplier may be found liable in connection with the Goods or the Agreement.  The Customer will transfer the indemnification and/or compensation amount to the Supplier immediately upon Suppliers’ first request.

Use of the Goods

14.1 The Goods will be used only in accordance with the manufacturer’s instructions and warranty.  If the Customer uses the Goods or sells them for a use which deviates from the manufacturer’s instructions, the Customer confirms that such sale or use will be at the Customer’s exclusive responsibility.  The Customer will indemnify the Supplier and will protect it and hold it harmless from any and all damage or expense resulting from such sale or use or incurred in connection with them.  If the Customer does not use the Goods itself, the Customer undertakes that the party which does use the Goods will accept all the Customer’s undertakings pursuant to this Agreement.

 

Information Regarding the Product

 

15.1 Information Regarding the Product – The supplier has received, from the manufacturer or from other sources, information regarding the product, including the letter of guarantee, if there is such, and information which is related to the specifications of the Goods, to their classification in connection with the import/export regulations, to their use or to their adjustment to legal or other requirements.  This information is provided by the supplier as it was received – on an “as is” basis.  The supplier makes no assurances regarding the level of accuracy or completeness of the information provided regarding the product.  All the information regarding the product is subject to changes, without notice.  The supplier is not responsible for any clerical error, for any mistake or other omission in the information regarding the product. 

Termination

 

16.1 The Supplier may without prejudice to its rights and remedies determine the contract or any unfulfilled part of it or withhold further deliveries or make partial deliveries if:-

16.1.1 the customer fails to make payment on the due date under this or any other contract between us;

16.1.2 the customer purports to cancel or suspend, or commit any breach of, this or any other contract between us;            

16.1.3   the customer becomes insolvent or makes any composition with its creditors or has an administrator or a receiver appointed over all or any part of your undertaking or assets or go into liquidation (save for the purposes of amalgamation reconstruction) and the supplier will be entitled to recover from the customer all loss including any loss or loss of profit on resale