Probox Systems Terms and Conditions
PROBOX SYSTEMS LTD (“COMPANY”) TERMS AND CONDITIONS OF BUSINESS
1. RULING CONDITIONS
All Contracts of sale made by Probox Systems Ltd (Company No. 11959101) Signal Hill, Lenborough Road, Gawcott, Buckingham, MK18 4BU are subject to these Terms and Conditions to the exclusion of any and all printed terms or conditions of THE PURCHASER (‘you’ and ‘your’) which shall not form any part of the contract.
These conditions cannot be varied, suspended or added to except with prior consent in writing from Probox Systems Ltd (‘we’, ‘us’ and ‘our’).
2. DELIVERY AND RISK
a) Time and date for delivery shall not be the essence of the contract.
b) Risk in the goods shall pass to the customer upon delivery.
c) It is the PURCHASER’S responsibility to inform the COMPANY of any discrepancies against the delivery documents i.e. short delivered or damaged goods. If it is not possible to examine the goods at the time of delivery then the delivery document must be marked Unexamined. Notification of such items must be given to the COMPANY within three days of receipt of the goods by the PURCHASER. (Time is of the essence of this clause).
d) The COMPANY shall be entitled to make partial deliveries, invoice for goods delivered and expect payment in accordance with their terms of payment.
3. GOODS RETURNED
Any goods returned and accepted by Probox Systems Ltd as defective or not in accordance with the order shall be replaced but shall not form the subject of a claim for labour or other expenditure. A handling charge or restocking charge will be levied on all correctly supplied goods returned by the PURCHASER. Full returns policy here
All prices quoted are exclusive of VAT and are subject to the prevailing rate of VAT at the date of invoice. All prices quoted apply to a specific order only and are subject to withdrawal or alteration without notice. Unless agreed separately and in writing by the COMPANY, the price of the goods shall be the price ruling at date of despatch. The COMPANY reserves the right to charge the PURCHASER for any special delivery requirements for example (but not limited to) overnight, direct to site, non-standard packaging etc.
a) Except it be otherwise agreed in writing by the COMPANY, for all approved monthly accounts, payment shall not be made later than the end of the month following the month shown by the date of the invoice for goods. The COMPANY reserves the right to charge a late payment compensation fee and interest at 8.5% under the Late Payment of Commercial Debts Regulations. The COMPANY reserves the right to suspend all deliveries of goods to the PURCHASER in the event of payments not being made in accordance with the terms of payment. The COMPANY reserves the right to pass overdue accounts to a third party debt collection service. Returned cheques will attract a surcharge of £15.00 payable by the PURCHASER.
b) The Directors or Partners of the PURCHASER will unconditionally and irrevocably agree to indemnify and keep indemnified the COMPANY against all and any losses, costs, claims, liabilities, damages, demands and expenses suffered or incurred by the COMPANY arising from the failure of THE PURCHASER to comply with its obligation incurred in connection with its trading with the COMPANY or by reason of the PURCHASER not being at any time, or ceasing to be, liable in respect of the obligations and liabilities purported to be assumed by it in accordance with the terms and conditions of business of the COMPANY.
6. INSOLVENCY OF THE PURCHASER
This clause applies if the PURCHASER makes a composition or voluntary arrangement with its creditors or becomes bankrupt or enters administration or goes into liquidation, an encumbrancer takes possession, or a receiver is appointed, the PURCHASER ceases or threatens to cease, to carry on business or the COMPANY reasonably apprehends that any of the above events mentioned above is about to occur in relation to the PURCHASER, and notifies the PURCHASER accordingly, then, without limiting any other right or remedy available to the COMPANY, the COMPANY may cancel any contract or suspend any further deliveries under any contract without any liability to the PURCHASER, 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.
7. RETENTION OF TITLE
a) Risk and therefore responsibility for insurance of all items supplied shall pass to the PURCHASER upon delivery.
b) Title of items supplied by the COMPANY does not pass to the PURCHASER until all outstanding amounts due to the COMPANY, for any reason whatsoever, have been settled in full, including any penalties for late payment accruing under these Terms or as varied by Government Legislation.
c) The PURCHASER shall be at liberty to sell the goods in the ordinary course of business on the basis that all proceeds of sale of such goods are the COMPANY property for which the PURCHASER shall account on demand.
d) The risk in the goods shall pass from the COMPANY to the PURCHASER upon delivery of such goods to the PURCHASER. However notwithstanding delivery and the passing of risk in the goods, title and property in the goods, including full legal and beneficial ownership, shall not pass to the PURCHASER until the COMPANY has received in cash or cleared funds payment in full for all goods delivered to the PURCHASER under this and all other contracts between the COMPANY and the PURCHASER for D15 Version 1.0
which payment of the full price of the goods thereunder has not been paid. Payment of the full price of the goods shall include the amount of any interest or other sum payable under these terms.
e) The PURCHASER hereby consents to the entry of the COMPANY or its duly authorised agent, to their premises for the purpose of collecting the supplied goods in the event that they are not paid for.
8. REPRESENTATION, WARRANTIES & LIABILITIES
a) Except as herein provided, and to the fullest extent permitted by law, all warranties, conditions and representations whether express or implied and whether by statute or common law as to quality and fitness for any purposes in relation to the goods are excluded. However, the COMPANY will to the extent it is able to do so, transfer to you the benefit of whatever warranties it has received from suppliers although no liability in this respect will be accepted for any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the COMPANY’s instructions (whether oral or in writing), misuse or alteration or repair of goods without the COMPANY’s approval.
b) Except as stated above the COMPANY will in no way be liable for any direct, consequential or other loss, damage or injury suffered or incurred by the PURCHASER, and the PURCHASER will indemnify the COMPANY fully against any claims made by third parties, in respect of the goods or otherwise arising from the contract. The COMPANY’s liability will in any event be limited to the price of the goods concerned.
c) The PURCHASER shall not be taken as relying on the COMPANY’s skill or judgment with regard to the goods.
d) The PURCHASER shall not claim to rely upon representation unless made or confirmed in writing by a director of the COMPANY.
e) The PURCHASER acknowledges that the COMPANY’s prices for the goods are based upon these conditions of sale, and accordingly the PURCHASER accepts the above limitations and exclusions of liability are in exchange for those prices.
9. FORCE MAJEURE
If the COMPANY is unable to perform its obligations to the PURCHASER (or able to perform them only at unreasonable cost) because of circumstances beyond the COMPANY’s control, the COMPANY may cancel or suspend any of its obligation to the PURCHASER without liability. Examples of those circumstances include (but are not limited to) industrial action, war or threat of war, terrorism, fire, flood, extreme adverse weather conditions, transport delays, strikes, explosion, energy source failure, riot, interference by civil or military authorities, malicious damage, plant or machinery breakdown or default of suppliers or subcontractors.
10. DATA PROTECTION
In processing your application for credit facilities the COMPANY may make enquiries of credit reference agencies or other third parties who may record those enquiries (including enquiries about individual directors or shareholders). The COMPANY may also disclose information about the conduct of your account with us to credit reference agencies or other third parties. The information obtained from or provided to credit agencies may be used when assessing further credit applications for credit terms, for debt collection, for tracing and for fraud prevention.
a) Failure by either party to enforce or to exercise at any time or for any period any term of or any right pursuant to these conditions shall not be construed as a waiver of such term or right.
b) The invalidity, illegality or unenforceability of any provision of these conditions shall not affect the other conditions.
c) A person who is not a party to the contract between the COMPANY and the PURCHASER is not entitled to enforce any of its terms under the contracts (rights of third parties) act 1999.
d) These conditions and any contract in which these conditions are incorporated shall be governed by and constructed in accordance with English Law and the parties agree to submit to the exclusive jurisdiction of the English Courts.
D1 Ver 1.0
Probox Systems Ltd