1. DEFINITIONS
1.1 “Contract” means these Standard Terms and Conditions of Supply, which are between the Company and the Customer, under which the Products are supplied by the Company to the Customer.
1.2 “Customer” means the party identified as the Customer in this Contract to whom the Company may agree to supply Products from time to time in accordance with the terms and conditions of this Contract.
1.3 “Company” means Primo Interactive Limited (registered number 5739392) of Regus House, Heronsway, Chester Business Park, Cheshire CH4 9QR, United Kingdom. The Company’s VAT registration number is GB 869 8894 24.
1.4 “The Website” means the Company’s internet website.
1.5 “Products” means goods or services to be provided by the Company to the Customer in accordance with this Contract.
2. ORDER ACCEPTANCE
2.1 All orders placed with the Company by the Customer for Products shall constitute an offer to the Company, under the terms and conditions of this Contract, subject to availability of the Products and to acceptance of the order by an authorised representative of the Company.
2.2 All orders are accepted and Products supplied subject to the express terms and conditions of this Contract only. the Company may at any time amend this Contract upon 14 days written notification to the Customer. The modified terms and conditions of supply shall apply to any orders placed or to the use of by the Customer after the expiry of such notice period.
2.3 On receipt of the Customer’s order on the Company will send the Customer an order acknowledgment email detailing the Products ordered. This email is not an order confirmation or acceptance of order by the Company. For the avoidance of doubt, the Company shall be at liberty to refuse to accept any order placed by the Customer on The Website for any reason whatsoever.
2.4 No order placed shall become a purchase contract, and therefore binding upon the Company, until the Products have been dispatched to the Customer in accordance with clause 5 below.
2.5 Nothing in this Contract affects or limits either party’s liability for fraudulent misrepresentation.
3. The Website
3.1 Obligations of the Customer:
3.1.1 The Customer shall ensure that they meet all technical requirements of access and that the Company shall not be liable for any losses which result due to technical incompatibilities or system errors.
3.1.2 The Customer shall take all reasonable steps to ensure that it shall not pass any security details (such as, but not limited to, usernames and passwords) to third parties under any circumstances.
3.1.3 Ensuring that all Customer details including, but not limited to, postal and delivery addresses are correct.
4. Availability
The Company will not be liable for any losses or damages resulting from The Website being unavailable. Whilst the Company endeavours to provide 24 hours a day access to the Website, the Company reserves the right to suspend The Website operation, temporarily or permanently and without prior notice.
5. Delivery
5.1 the Company will aim to deliver all orders confirmed by 16.00 hrs on a working day within 3 to 7 working days unless otherwise advised.
5.2 Any date or time quoted for despatch is to be treated as an estimate only. Despatch may be postponed because of conditions beyond the Company’s reasonable control, and in no event shall the Company be liable for any damages or penalty for delay in despatch or delivery.
5.3 Risk shall pass to the Customer at the time the Products are dispatched. the Company accepts no liability for loss or damage caused by the carrier.
5.4 The Customer must inspect the Products immediately after delivery is complete. If any Products are damaged (or not delivered), the Customer must notify the Company within 5 working days of the delivery or expected delivery. If proof of delivery is required, this must be requested within 14 days of the date of the invoice.
5.5 the Company may deliver the Products in installments. Each installment is treated as a separate delivery.
6. CANCELLATION AND RESCHEDULING
Unless otherwise agreed in writing, any request by the Customer for cancellation of any order or for the rescheduling of any deliveries will only be considered by the Company if made at least 12 hours before despatch of the Products, and shall be subject to acceptance by the Company at the Company’s sole discretion, and subject to a reasonable administration charge. The Customer hereby agrees to indemnify the Company against all losses, costs (including the cost of labour and materials used and overheads incurred), damages, charges and expenses arising out of the order and its cancellation or rescheduling.
7. PRICING
7.1 Catalogues, price lists and other advertising literature or material as used by the Company are intended only as an indication as to the price and range of the Products offered and no prices, descriptions or other particulars contained therein shall be binding on the Company.
7.2 All listed prices on The Website are shown on the understanding that they are a guideline only.
7.3 All prices are in Pounds Sterling.
8. PAYMENT TERMS
8.1 Until the Customer pays all debts to the Company:
8.1.1 all Products will remain the property of the Company;
8.1.2 all Products must be stored so that they are clearly identifiable as the property of the Company; and
8.1.3 the Customer must insure all such Products.
8.2 Despite the Company’s retention of title to the Products, the Company reserves the right to take legal proceedings to recover the cost of Products supplied should the Customer not make full payment within 30 days of despatch.
9. SPECIFICATION OF PRODUCTS
9.1 the Company will not be liable in respect of any loss or damage caused by or resulting from any variation for whatsoever reason in the manufacturer’s specifications or technical data of the Products.
9.2 the Company will not be responsible for any loss or damage resulting from curtailment or cessation of supply of Products following any variation as described in clause 9.1 of this Contract.
9.3 the Company reserves the right to increase its quoted or listed prices, or to charge accordingly in respect of any orders accepted for Products of non-standard specifications and in no circumstances will the Company consider cancellation of such orders or the return of such orders.
10. RETURNS
10.1 the Company reserves the right to levy an administration charge in respect of the rotation of Products and returns.
10.2 Returns must be made subject to the following:
10.2.1 prior authority having been obtained from the Company which will be given at the Company’s sole discretion;
10.2.2 the request for the return must be made within 14 days of the date of invoice and the Products in issue must be returned within 14 days of the authority to return;
10.2.3 subject to the Company stock rotation policy;
10.2.4 the Products must be properly packed;
10.2.5 the Products must be in a saleable condition.
11. WARRANTY
11.1 If the Products are rejected by the Customer as not being in accordance with the Customer’s order, the Company will only accept the return of such Products as provided in clause 10 of these terms and conditions.
11.2 EXCEPT AS SPECIFICALLY SET OUT IN THIS CLAUSE 12, the Company DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF DESCRIPTION, DESIGN, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM ANY PREVIOUS COURSE OF DEALING, USAGE OR TRADE PRACTICE.
12. INDEMNITIES AND LIMITS OF LIABILITY
12.1 the Company disclaims and excludes all liability to the Customer in connection with these terms and conditions including the Customer’s use of the Products and in no event shall the Company be liable to the Customer for special, indirect or consequential damage, including, but not limited to, loss of profits arising from loss of data or in connection with the use of the Products.
13. CONTRACT
13.1 The headings in these terms and conditions are for ease of reference only and shall not affect its interpretation or construction.
13.2 No forbearance, delay, indulgence by either party in enforcing its respective rights shall prejudice or restrict the rights of that party and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or any later breach.
13.3 If any of these terms and conditions are unenforceable as drafted it will not affect the enforceability of any other of these terms and conditions and if it would be enforceable if amended, it will be treated as so amended.
13.4 Neither party shall be liable to the other for any delay in failure to perform its obligations hereunder (other than a payment of money) where such delay or failure results from force majeure including any act of God, fire, terrorism, explosion, accident, industrial dispute or any cause beyond its reasonable control.
13.5 These terms and conditions shall be construed in accordance with the laws of England and Wales and the jurisdiction of which shall be the courts of England and Wales.
