Terms and conditions of sale
1. Full Conditions (Phillips Direct Ltd)
The Company shall sell and the customer shall purchase the goods in accordance with the Company’s written quotation (if accepted by the customer), the customer’s written order (if accepted by the Company) or the customers online purchase, subject in either case to these Terms and Conditions, which shall govern the Contract to the exclusion of any other Terms subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the customer.
1) This edition of the Company’s Terms and Conditions supersedes any earlier Terms and Conditions appearing in the catalogues/pricelists of Phillips Direct Limited (“the Company’) or elsewhere and are correct as at 1 March 2016. These Terms and Conditions also exclude any liability for spoken representations made on behalf of Phillips Direct Limited unless of a fraudulent nature.
2) All orders are accepted only upon and subject to these conditions.
3) These conditions shall prevail over any terms and conditions of the customer’s whether contained in the customer’s order or otherwise.
4) No variation of these Conditions shall be binding on the Company unless agreed to by the Company in writing and signed by an authorised representative of the Company.
5) The Company may perform any of its obligations or exercise any of its rights under the Contract by itself or through any other member of the group of companies of which it forms part, or through any other third party, provided that any act or omission of any such other member or other third party shall be deemed to be the act or omission of the Company.
6) The Company reserves the right to make any changes in the specification of the goods which are required to conform with any applicable statutory or EU requirements, or where the goods are to be supplied to the customers specification, which do not materially affect their quality or performance.
2. Minimum Orders
The minimum order accepted through the Office for goods or services is £250 net value. The Website has no minimum order value.
3. Price
1) All prices are quoted exclusive of V.A.T. or any similar taxes, levies or duties which shall be charged by the Company to the customer where appropriate.
2) Where no price has been quoted (or a quoted price is no longer valid) the price of the goods shall be the price listed in the Company’s official published price list current at the date of acceptance of the order.
3) The Company reserves the right, by giving written notice to the buyer at any time before delivery, to increase the price of the goods to reflect any increase in the cost to the Company due to any factor beyond the Company’s control (such as, without limitation, increases in the cost of labour, material or other costs of manufacture).
4. Payment
For Online Orders we accept MasterCard, Visa, Paypal or BACs. Payment is required upfront before goods can be produced or despatched. If you have a Credit Account with us then payment is strictly 30days from Invoice date. You can apply to open an account with us but in order for this to be considered your annual spend will need to exceed £1,000 and we will require annual trading figures for the past two years together with current trading performance. With all first orders our policy is to ask for pro-forma payment before your credit Account is approved.
After the expiry of the one month period the Company shall be entitled to charge interest at 8% over the Bank of England base rate for the time being in force on the amount outstanding.
If the customer fails to make any payment on the due date then, without limiting any other right or remedy available to the Company, the Company may cancel the contract or suspend any further deliveries to the customer.
5. Delivery
1) All delivery costs unless otherwise arranged shall be charged to the customer.
2) Any dates quoted for delivery of the goods are approximate only and the Company shall not be liable for any delay in delivery of the goods however caused. Time for delivery shall not be of the essence of the contract unless previously agreed by the Company in writing. The goods may be delivered by the Company in advance of the quoted delivery date on giving reasonable notice to the customer.
3) Where the goods are to be delivered in instalments, each delivery shall constitute a separate contract, and failure by the Company to deliver any one or more of the instalments in accordance with these Terms and Conditions or any claim by the customer in respect of any one or more instalments shall not entitle the customer to treat the Contract as a whole as repudiated.
4) If the Company fails to deliver the goods (or any instalments) for any reason other than any cause beyond the Company’s reasonable control or the customer’s fault, and the Company is accordingly liable to the customer, the Company’s liability shall be limited to the excess (if any) of the cost to the customer (in the cheapest available market) of similar goods to replace those delivered over the price of the goods.
5) If the customer fails to take delivery of the goods or fails to give the Company adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the customer’s reasonable control or by reason of the Company’s fault) then, without limiting any other rights or remedy available to the Company, the Company may:
a – Store the goods until actual delivery and charge the customer for the reasonable costs (including insurance) for storage; or
b – Sell the goods at the best price obtainable and (after deducting all reasonable storage and selling expenses) account to the customer for the excess over the price under the contract or charge the customer for any shortfall below the price under the contract.
6) Webshop delivery charged at a fixed rate based on the value of order. Orders over £150 delivery FOC.
6. Preliminary Work/Experimental/R&D
All work carried out whether Preliminary, Experimental, R&D or otherwise, at customer’s request shall be charged at the Company’s set charging rates applicable at the time of request and agreed with the customer in advance and any unforeseen additional charges will be charged at appropriate rates.
7. Copy
A charge may be made to cover any additional work involved where copy supplied is not clear and legible. These charges are available upon request and will be based on time spent correcting copy.
8. Proofs
Proofs of all work may be submitted for customer’s approval and the Company shall incur no liability for any errors not corrected by the customer in proofs so submitted. Customer’s alterations and additional proofs necessitated thereby shall be charged extra. When style, type or layout is left to the Company’s judgement, alterations therefrom made by the customer shall be charged extra. Details of current charges are available upon request.
9. Variations in quantity
When goods are ordered from the Company, variations in quantities supplied by the Company whether by way of surplus or shortage of up to 10% shall be deemed proper performance of the contract and pro rata adjustment shall be made to the price accordingly.
10. Material supplied to the Company
When goods or materials are sent by the customer to the Company for work to be carried out:
1) It is the customer’s responsibility to ensure that all goods or materials delivered to the Company are of suitable quality for the work commissioned. The Company reserves the right at its sole and absolute discretion to reject either in whole or in part goods or materials which it considers not to be of suitable quality and if necessary cancel any contract accordingly. Notwithstanding the foregoing the Company will not be responsible for any loss or damage caused by defects in or sub-standard goods or materials supplied by the customer.
2) It is the customer’s responsibility to ensure that sufficient quantities of goods and materials are delivered allowing a reasonable amount for wastage.
3) The Company shall be entitled to carry out work on all goods and materials delivered whether more or less than the quantity specified in the contract or these conditions and charge pro rata accordingly.
4) Except in a case of a customer who is not contracting in the course of a business nor holding himself out as so doing the customer’s property and all goods and materials supplied to the Company by the customer shall while in the Company’s possession or in transit to or from the Company be deemed to be at the customer’s sole risk and the customer should insure accordingly.
11. Lien
In addition to any other right to which the Company may be by law entitled the Company shall have a general lien on all goods and materials of the customer in the Company’s possession (although those goods and materials or some of them may have been paid for) for any sums owed by the customer to the Company under the same or any other contract.
12. Property and Reservation of Title
12.1 Risk of damage to or loss of the goods shall pass to the Customer at the time of delivery or, if the Customer wrongfully fails to take delivery of the goods, the time when the Company has tendered delivery of the goods.
12.2 Notwithstanding delivery and the passing of risk in the goods, or any other provision of these terms, the property in the goods shall not pass to the Customer until the Company has received, in cash or cleared funds, payment in full of the price of the goods and all other goods agreed to be sold by the Company to the Customer for which payment is then due.
12.3 Until such time as the property in the goods passes to the Customer, the Customer shall hold the goods as the Company’s fiduciary agent and bailee, and shall keep the goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as the Company’s property, but the Customer may resell or use the goods in the ordinary course of its business.
12.4 Any proceeds of sale of the goods by the Customer, whether in the ordinary course of business or otherwise, shall be held by the Customer on trust for the Company and to the extent such proceeds are mixed with other monies in a substantive fund, the Customer shall hold that fund on trust for the Company in such proportion as the proceeds of sale bear to the total of the relevant fund.
12.5 Until such time as the property in the goods passes to the Customer (and provided the goods are still in existence and have not been resold), the Company may at any time require the Customer to deliver up the goods to the Company and, if the Customer fails to do so forthwith, enter on any premises of the Customer or any third party where the goods are stored and repossess the goods.
12.6 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the goods which remain the property of the Company, but if the Customer does so all moneys owing by the Customer to the Company shall (without limiting any other right or remedy of the Company) forthwith become due and payable.
13. Termination
If the customer shall make any default in or commit any breach of any of his obligations to the Company or if any distress or execution shall be levied upon the customer, his property or assets, or if the customer shall make or offer to make any arrangements or composition with creditors or commit any act of bankruptcy, or if any petition or receiving order in bankruptcy shall be presented or made against him, or if the customer shall be a limited company and any resolution or petition to wind up such company s business shall be passed or presented (otherwise than for reconstruction or amalgamation), or if a receiver of such company’s undertaking property or assets shall be appointed without limiting any other right or remedy available to the Company, the Company may cancel the contract or suspend any further deliveries under the contract without any liability to the customer, and if the goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
14. Default
Should default of payment be made by the customer in any sum due under any order or contract as and when it becomes due (without prejudice to its other rights and remedies) the Company shall have the right either to suspend all further deliveries until the default be made good or to cancel the order so far as any goods remain to be delivered thereunder.
15. Claim
No claim for damage in transit, shortage of delivery or loss of goods will be entertained unless notice in writing is given to the Company and to any carrier involved within 10 days of receipt of the relevant invoice.
16. Defects
1) The Company shall be under no liability in respect of goods or works represented by the customer to be defective unless such defects are notified to the Company in writing within 28 days of receipt. Where the goods are sold under a consumer transaction (as defined by the Consumer Transactions Restrictions on Statements Order 1976) the statutory rights of the buyer are not affected by these Terms and Conditions.
2) Except in respect of death or personal injury caused by the Company’s negligence, or liability for defective products under the Consumer Protection Act 1987, and except in the case of a customer who is not contracting in the course of a business nor holding himself out as so doing, goods or work represented by the customer to be defective shall not form the subject of any claim for work done by the customer or for any loss, damage or expense whatsoever arising directly or indirectly or for any indirect or consequential loss or damage arising from such defect but if returned to the Company within 28 days of receipt and accepted by the Company as being defective at the Company s option the Company shall either in the case of goods sold by the Company replace the same free of charge or in the case of work done repair the same free of charge or refund the price.
17. Indemnity
The customer shall indemnify the Company in respect of any claim, costs and expenses (including all legal fees) arising out of any libellous matter, or any infringement of copyright patent design or of any other proprietary or personal rights resulting from or arising out of any work commissioned by the customer, or any goods or materials supplied by the customer.
18. Force majeure
The Company shall be under no liability if it shall be unable to carry out any provision of the contract for any reason beyond its control including (without limiting the foregoing): Act of God, legislation, war, fire, flood, drought, failure of power supplies, lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute, picketing whether legal or illegal, secondary or otherwise, or owing to any inability to procure materials required for the performance of the contract. During the continuance of such a contingency the customer may by written notice to the Company elect to terminate the contract and pay for work done, materials used and goods supplied but subject thereto shall otherwise accept delivery when available.
19. Forbearance
No forbearance or indulgence by the Company shown or granted to the customer whether in respect of these Terms and Conditions or otherwise shall in any way affect or prejudice the rights of the Company against the customer or be regarded as a waiver of any of these conditions.
20. Notices
A notice required or permitted to be given by either party to the other under these Terms and Conditions shall be in writing addressed to that other party at its registered office or principle place of business or such other address as may at the relevant time be notified pursuant to this provision to the party giving the notice.
21. Validity
If any provision of the contract is held by a Court or other competent authority to be invalid or unenforeceable in whole or in part the validity of the other provisions of the contract and the remainder of the provision in question shall not be affected.
22. Arbitration
Any dispute arising under or in connection with the contract or the sale of the goods shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party by the President for the time being of PBIF in accordance with the rules of that governing body.
23. Law
Any agreement incorporating these Terms and Conditions shall be governed by English law and English Courts shall have sole jurisdiction in relation thereto. Headings shall be ignored in construing these Terms and Conditions.