Terms and Conditions
1.1 In these Conditions unless in the context otherwise permits: – “The Company” means Port-P Limited (registered in England and Wales number 2959142) “The Customer” means the person, firm or company who accepts a quotation of the Company for the sale of goods or services or whose order for the goods or services is accepted by the Company. “The Goods” means the goods or services (including any instalment of the goods or any parts of them), which the Company is to supply in accordance with these Conditions. “The Conditions” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) include any special terms and conditions agreed in writing between the Company and the Customer. “The Contract” means the contract for the purchase and sale of the goods. “Writing” includes telex, cable, facsimile, transmission and comparable means of communication.
1.2 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2 BASIS OF THE SALE
2.1 The Company shall sell and the Customer shall purchase the Goods in accordance with any quotation of the Company which is accepted by the Customer or in any order of the Customer which is accepted by the Company subject in either case to these Conditions 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.
2.2 No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Company and of the Customer.
2.3 The Company’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed in writing. In entering into the Contract the Customer acknowledges that it does not rely on and waives any claim for breach of any such representations, which are not so confirmed.
2.4 Any advice or representation given by the Company or it’s employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by the Company is followed or acted upon entirely at the Customer’s own risk and accordingly the Company shall not be liable for any such advice or recommendations which are not so confirmed.
2.5 The Company hereby reserves the right at any time to make such revisions to the Goods, as the Company shall in its discretion deem to fit.
3 ORDERS AND SPECIFICATIONS
3.1 The Customer shall be responsible to the Company for ensuring the accuracy of any order.
3.2 The quantity, quality and description of the goods shall be those given in the Company’s quotation (if accepted by the Customer) or the Customer’s order (if accepted by the Company).
3.3 The Company reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or which do not materially affect the quality or performance of the Goods.
3.4 No order which has been accepted by the Company may be cancelled by the Customer except with the agreement in writing of the Company and on terms that the Customer shall indemnify the Company in full against all loss (including loss of profit), costs, damages, charges and expenses incurred by the Company as a result of cancellation.
4 PRICE OF THE GOODS
4.1 The price of the Goods provided by the Company shall be the Company’s quoted price or where no price has been quoted (or a quoted price is no longer valid) the price listed in the Company’s published price list current at the date of acceptance of the order. All prices quoted are for 30 days only or until earlier acceptance by the Customer after which the Company may alter them without giving notice to the Customer.
4.2 The Company reserves the right by giving notice to the Customer at any time before the delivery to increase the price of the Goods to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company (such as without limitation any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the price charged to the Company by it’s supplier for the Goods or any change in delivery dates, quantities or any specifications for the Goods which is requested by the Customer or any delay caused by instructions of the Customer or failure of the Customer to give the Company adequate information or instructions). Except as otherwise stated under the terms of any quotation or any price list of the Company and unless otherwise agreed between the Company and the Customer all prices include the costs of the normal packaging but exclude the cost of delivery and commissioning (where commissioning is applicable).
4.4 The price is exclusive of any applicable Value Added Tax, which the Customer shall be additionally liable to pay to the Company.
5 TERMS OF PAYMENT
5.1 Unless the Company shall have previously agreed in writing with the Customer that the Goods shall be supplied on credit, payment for the Goods shall be made in full by the Customer with the Customer’s order or the with the Customer’s acceptance of the Company’s quotation.
5.2 Where the company has agreed to supply the Goods on credit, the Company shall be entitled to invoice the Customer for the price of the Goods on or any time after the delivery of the Goods and the Customer shall pay the price of the Goods within 30 days of the date of the Company’s invoice not withstanding that the property of the Goods has not passed to the Customer.
5.3 The time of payment of the price shall be the essence of the Contract. If the Customer fails to make a payment on the due date then without prejudice to any other right or remedy available to the Company the Company shall be entitled to: –
5.3.1 Cancel the Contract or suspend any further deliveries or suspend any services to the Customer
5.3.2 Appropriate any payment made by the Customer to such of the Goods as the Company may think fit (not withstanding any purported appropriation by the Customer
5.3.3 Charge the Customer interest (both before and after judgment) on the amount unpaid at the rate of 2.5% per month or part month until payment in full is made, such interest being calculated on a daily basis.
6.1 The Company shall make delivery of the Goods to such place as shall have been agreed between the Company and the Customer. Unless the Customer shall have notified the Company in writing within 14 days of the date of the Company’s invoice that the Goods have not been delivered, then delivery shall be deemed to have taken place on the date of the Company’s invoice.
6.2 Any dates quoted for the delivery of the Goods are approximate only and the Company shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence of the Contract. The Goods may be delivered by the Company in advance of the quoted delivery date upon giving reasonable notice to the Customer.
6.3 If the Company is unable to deliver the Goods due to the Customer then without prejudice to any other right or remedy which may be available to the Company, the Company may either store the Goods until actual delivery and charge the Customer for the reasonable cost (including insurance) of the storage, or sell the Goods at the best price readily available and (after deducting all reasonable storage and selling expenses and any interest which may be due to the Company under the Contract) 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 which shall be a debt due to the Company.
6.4 The Customer must inspect the goods immediately upon receipt and advise the Company of any incorrectly supplied goods or shortages within 48 hours of delivery.
7 RISKS AND PROPERTY
7.1 Risk and damage or loss of the Goods shall pass to the Customer at the time of delivery or if the Customer Or if the customer wrongfully fails to take delivery of the Goods at the time when the Company has tendered delivery of the goods.
7.2 The Goods shall remain the property of the Company until payment has been made in cash or cleared funds in full price of the price of the goods provided by the Company to the Customer for which payment is then due.
7.3 Until such time as the property in Goods passes to the Customer, the Customer shall hold the goods as the Company’s fiduciary agent and shall keep the Goods separate to those of the Customer and third parties and properly stored, protected and insured and identified as the Company’s property.
7.4 Until such time as the property in the goods passes to the Customer, the Company shall be entitled to require the Customer to deliver up the Goods to the Company and if the Customer fail to do so forthwith to enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods.
8 WARRANTIES AND LIABILITIES
8.1 The Company does not manufacture the Goods (or where the Goods comprise computer software does not publish the software) and subject to the conditions set out below the Company sells the Goods with the benefit of the Manufacturer or publisher’s warranty (as the case may be).
8.2 The above warranty is given by the Company subject to the following conditions.
8.2.1 The Company will accept liability for defective Goods only to the extent that the Company is entitled to make a claim under the manufacturers or publishers warranty and obtain from the manufacturer or publisher a refund, credit, repair or replacement in respect of the defective Goods.
8.2.2 The Company shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Company’s or manufacturers instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Company’s approval.
8.2.3 The Company shall be under no liability under the above warranty if the total price of the Goods has not been paid in full by the due date for payment.
8.3 Subject as expressly provided in these conditions all warranties, conditions or other terms as to correspondence with description, merchantable quality, fitness for purpose and as to correspondence with sample implied by common law or status are excluded in the fullest extent permitted by law.
8.4 Where any valid claim in respect of the Goods which is based on any defect in the quality or condition of the Goods is notified to the Company in accordance with these Conditions, the company shall be entitled at its sole discretion, to replace or repair the Goods (or the part in question) free of charge or refund to the Customer the price of the Goods or issue to the Customer a credit note for the price of the Goods but the Company shall have no further liability to the Customer other than a refund to the reasonable cost of the carriage for the return of the defective Goods. THE COMPANY WILL NOT NORMALLY EXERCISE ITS DISCRETION TO REPLACE DEFECTIVE GOODS UNLESS THE COMPANY RECEIVES NOTIFICATION OF A CLAIM WITHIN THREE DAYS OF THE DATE OF DELIVERY.
8.5 The Company will not accept return of the Goods for any reason unless it has previously agreed to do so in writing or a Returns Number has been issued to the Customer. All returns other than Warranty items must be made to the Company’s premises within a period of three months from the date of invoice and must arrive free of any charge, lien or encumbrance and in good condition, the Buyer being responsible for all costs of carriage. Packing and insurance and other delivery charges and all such Goods shall be returned at the risk of the Customer until actual receipt by the Company.
8.6 Except in respect of death, personal injury caused by the Company’s negligence the Company shall not be liable to the Customer by reason of any representation or any implied warranty, condition or other term or any duty to common law or under the express terms of the contract for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Customer except where expressly provided in these Conditions.
8.7 The Company shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of the Company’s obligations in relation to the Goods if the delay or failure was due to any cause beyond the Company’s reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond the Company’s reasonable control: –
8.7.1 Act of God, explosion, flood, tempest, fire or accident.
8.7.2 War or threat of war, sabotage, insurrection, civil disturbance or requisition.
8.7.3 Acts, restrictions, regulations, byelaws, prohibitions or measures of any kind on the part of any parliamentary or local authority.
8.7.4 Import or export regulations on embargoes.
8.7.5 Strikes, lockouts or other industrial actions or trade disputes (whether involving employees of the Company or a third party).
8.7.6 Difficulties of the Company’s supplier in obtaining raw materials, labour, fuel, parts or machinery.
9 RETURNS AND REPAIR
9.1 If the Company has agreed to carry out repairs or replace Goods (or any parts thereof) other than for the purpose set out in Clause 8 above, the Customer irrevocably authorises the Company to carry out repairs or provide such replacements as shall place the Goods in proper working order.
9.2 The Company shall accept no liability for any damage to or loss in transit of Goods returned to the Company whether under this clause or under clause 8 above.
9.3 Should the Company agree at its discretion to accept goods for return other than for the purposes set out in Clause 8 or than for the purpose of carrying out any other repair or replacement, the goods will be subject to a re-stocking charge and must be returned in a clean re-saleable condition failing which the Company will refuse to accept the same and the Customer shall remain liable for the price thereof. The re-stocking charge can vary to a maximum of 20% of product price.
10 INSOLVENCY OF CUSTOMERS
10.1 The clause applies if: –
10.1.1 The customer makes any voluntary arrangement with its creditor or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation otherwise than for the purposes of amalgamation or reconstruction.
10.1.2 An encumbrance takes possession or a receiver is appointed of any of the property or assets of the Customer; or
10.1.3 The Customer ceases or threatens to cease carrying on business: or
10.1.4 The Company reasonably apprehends that any of the events mentions above is about to occur in relation to the customer and notifies the customer accordingly.
10.2 If this Clause applies then without prejudice to any other right or remedy available to the Company the Company shall be entitled to cancel the Contract or suspend any further deliveries or services under the Contract without any liability to the Customer.
11.1 Any notice given under this Contract shall be given in writing and be signed by or on behalf of the party giving the notice and shall be delivered to the other party or sent to the other party by pre-paid first class post to the address specified in this Contract or such other address as may from time to time be notified by one party to the other in writing.
11.2 No waiver by the seller of any breach of the Contract by the Buyer shall be considered as a waiver or any subsequent breach of the same or any other provision.
11.3 If any provision of these Conditions is held by any authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be affected thereby.
11.4 The Contract shall in all respects be governed and construed and interpreted in accordance with the laws of England and any disputes shall be subject to the exclusive jurisdiction of the English courts.