Terms of Sale | Pro2col Ltd

Terms of Sale

 

Services – Terms and Conditions

 

APPLICATION AND ENTIRE AGREEMENT

1. These Terms and Conditions apply to the provision of the services detailed in our quotation (Services) by Pro2col Ltd. a company registered in England and Wales under number 5038052 whose registered office is at 8 Spur Road, Cosham, Portsmouth, PO6 3EB (we or us) to the person buying the services (you).
2. You are deemed to have accepted these Terms and Conditions when you accept our quotation or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions and our quotation (the Contract) are the entire agreement between us.
3. You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.


INTERPRETATION

4. A “business day” means any day other than a Saturday, Sunday or bank holiday.
5. The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
6. Words imparting the singular number shall include the plural and vice-versa.


SERVICES

7. We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the quotation, including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.
8. We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations.
9. All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.


YOUR OBLIGATIONS

10. You must obtain any permissions, consents, licences or otherwise that we need and must give us with access to any and all relevant information, materials, properties and any other matters which we need to provide the Services.
11. If you do not comply with clause 10, we can terminate the Services.
12. We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your obligations).


FEES

13. The fees (Fees) for the Services are set out in the quotation and are on a time and materials basis.
14. In addition to the Fees, we can recover from you a) the cost of any materials required for the provision of the Services, b) the cost of services provided by third parties and required by us for the performance of the Services, and c) reasonable incidental expenses including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses. Expenses will be past on at cost and will be charged at current HMRC rate for mileage and given sufficient notice will be limited to £100 per night for hotel, a maximum of £60 per day subsistence and economy/standard class travel. Expenses can either be paid based on actual costs in arrears or upfront based on an inclusive rate per day.
15. You must pay us for any additional services provided by us that are not specified in the quotation in accordance with our then current, applicable daily rate in effect at the time of performance or such other rate as may be agreed between us. The provisions of clause 14 also apply to these additional services.
16. The Fees are exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.


CANCELLATION AND AMENDMENT

17. We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the Services have not started, within a period of 28 days from the date of the quotation, (unless the quotation has been withdrawn).
18. Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation.
19. If you want to amend any details of the Services you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to you.
20. Once an official order for services has been accepted and scheduled, you may cancel or postpone the delivery; however this will incur a penalty payment to Pro2col Ltd. which varies according to the number of days before the agreed delivery date:

a) Within five working days  –           75%

b) Within ten working days  –           50%

c) Within fifteen working days –         25%

d) More than fifteen working days –     0%

21. If, due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party’s control), we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.


PAYMENT

22. We will invoice you for payment of the Fees either:

a) when we have completed the Services; or

b) on the invoice dates set out in the quotation.

23. You must pay the Fees due within 30 days of the date of our invoice or otherwise in accordance with any credit terms agreed between us.
24. Time for payment shall be of the essence of the Contract.
25. Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 2% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.
26. All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
27. If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with, you.
28. Receipts for payment will be issued by us only at your request.
29. All payments must be made in British Pounds unless otherwise agreed in writing between us.


SUB-CONTRACTING AND ASSIGNMENT

30. We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.
31. You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.


TERMINATION

32. We can terminate the provision of the Services immediately if you:

a) commit a material breach of your obligations under these Terms and Conditions; or

b) fail to make pay any amount due under the Contract on the due date for payment; or

c) are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or

d) enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or

e) convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.


INTELLECTUAL PROPERTY

33. We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.


LIABILITY AND INDEMNITY

34. Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this clause.
35. The total amount of our liability is limited to the total amount of Fees payable by you under the Contract.
36. We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:

a) any indirect, special or consequential loss, damage, costs, or expenses or;

b) any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; or

c) any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or

d) any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or

e) any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.

37. You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.
38. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.


CIRCUMSTANCES BEYOND A PARTY’S CONTROL

39. Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.


COMMUNICATIONS

40. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
41. Notices shall be deemed to have been duly given:

a) when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;

b) when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;

c) on the fifth business day following mailing, if mailed by national ordinary mail; or

d) on the tenth business day following mailing, if mailed by airmail.

42. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.
43. Pro2col can publicly acknowledge the buyer as a customer on our website and in marketing materials other than press releases unless restricted under an NDA.


NO WAIVER

44. No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.


SEVERANCE

45. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).


LAW AND JURISDICTION

46. These Terms and Conditions are governed by and interpreted according to English law. All disputes arising under these Terms and Conditions are subject to the exclusive jurisdiction of the English courts.

Goods – Terms and Conditions of Sale

 

APPLICATION AND ENTIRE AGREEMENT

1. These Terms and Conditions will apply to the purchase of the goods detailed in our quotation (Goods) by the buyer (you) from Pro2col Ltd. a company registered in England and Wales under number 5038052 whose registered office is at 8 Spur Road, Cosham, Portsmouth, PO6 3EB (we or us).
2. These Terms and Conditions will be deemed to have been accepted by you when you accept them or the quotation or from the date of any delivery of the Goods (whichever happens earlier) and will constitute the entire agreement between us and you.
3. These Terms and Conditions and the quotation (together, the Contract) apply to the purchase and sale of any Goods between us and you, to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.


INTERPRETATION

4. A “business day” means any day other than a Saturday, Sunday or bank holiday.
5. The headings in these Terms and Conditions are for convenience only and will not affect their interpretation.
6. Words imparting the singular number include the plural and vice-versa.


GOODS

7. The description of the Goods is set out in our sales documentation, unless expressly changed in our quotation. In accepting the quotation, you acknowledge that you have not relied upon any statement, promise or other representations about the Goods by us. Descriptions of the Goods set out in our sales documentation are intended as a guide only.
8. We can make any changes to the specification of the Goods, which are required to conform to any applicable safety or other statutory or regulatory requirements.


PRICE

9. The price (Price) of the Goods is set out in our quotation current at the date of your order or such other price as we may agree in writing.
10. If the cost of the Goods to us increases due to any factor beyond our control including, but not limited to, material costs, labour costs, alteration of exchange rates or duties, or changes to delivery rates, we can increase the Price prior to delivery.
11. Any increase in the Price under the clause above will only take place after we have told you about it.
12. You may be entitled to discounts. Any and all discounts will be at our discretion.
13. The Price is inclusive of fees for packaging and transportation / delivery.
14. The Price is exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.


CANCELLATION AND ALTERATION

15. Details of the Goods as described in the clause above (Goods) and set out in our sales documentation are subject to alteration without notice and are not a contractual offer to sell the Goods which is capable of acceptance.
16. The quotation (including any non-standard price negotiated in accordance with the clause on Price (above) is valid for a period of 30 days only from the date shown in it unless expressly withdrawn by us at an earlier time.
17. Either of us can cancel the order for any reason prior to your acceptance (or rejection) of the quotation.


PAYMENT

18. We will invoice you for the Price either:

a) on or at any time after delivery of the Goods; or

b) where the Goods are to be collected by you or where you wrongfully do not take delivery of the Goods, at any time after we have notified you that the Goods are ready for collection or we have tried to deliver them.

19. You must pay the Price within 30 days of the date of our invoice or otherwise according to any credit terms agreed between us.
20. You must make payment even if delivery has not have taken place and / or that the title in the Goods has not passed to you.
21. If you do not pay within the period set out above, we will suspend any further deliveries to you and without limiting any of our other rights or remedies for statutory interest, charge you interest at the rate of 2% per annum above the base rate of the Bank of England from time to time on the amount outstanding until you pay in full.
22. Time for payment will be of the essence of the Contract between us and you.
23. All payments must be made in British Pounds unless otherwise agreed in writing between us.
24. Both parties must pay all amounts due under these Terms and Conditions in full without any deduction or withholding except as required by law and neither party is entitled to assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.


DELIVERY

25. We will arrange for the delivery of the Goods to the address specified in the quotation, or your order or to another location we agree in writing.
26. Subject to the specific terms of any special delivery service, delivery can take place at any time of the day and must be accepted at any time between 8 am to 8 pm.
27. If you do not take delivery of the Goods we may, at our discretion and without prejudice to any other rights:

a) store or arrange for the storage of the Goods and will charge you for all associated costs and expenses including, but not limited to, transportation, storage and insurance; and / or

b) make arrangements for the redelivery of the Goods and will charge you for the costs of such redelivery; and/or

c) after 10 business days, resell or otherwise dispose of part or all of the Goods and charge you for any shortfall below the price of the Goods.

28. If redelivery is not possible as set out above, you must collect the Goods from our premises and will be notified of this. We can charge you for all associated costs including, but not limited to, storage and insurance.
29. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. We will not be liable for any delay in delivery of the Goods that is caused by a circumstance beyond our control or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
30. We can deliver the Goods by installments, which will be invoiced and paid for separately. Each installment is a separate contract. Any delay in delivery or defect in an installment will not entitle you to cancel any other installment.


INSPECTION AND ACCEPTANCE OF GOODS

31. You must inspect the Goods on delivery or collection.
32. If you identify any damages or shortages, you must inform us in writing within 30 days of delivery, providing details.
33. Other than by agreement, we will only accept returned Goods if we are satisfied that those Goods are defective and if required, have carried out an inspection.
34. Subject to your compliance with this clause and/or our agreement, you may return the Goods and we will, as appropriate, repair, or replace, or refund the Goods or part of them.
35. We will be under no liability or further obligation in relation to the Goods if:

a) if you fail to provide notice as set above; and/or

b) you make any further use of such Goods after giving notice under the clause above relating to damages and shortages; and/or

c) the defect arises because you did not follow our oral or written instructions about the storage, commissioning, installation, use and maintenance of the Goods; and/or

d) the defect arises from normal wear and tear of the Goods; and/or

e) the defect arises from misuse or alteration of the Goods, negligence, wilful damage or any other act by you, your employees or agents or any third parties.

36. You bear the risk and cost of returning the Goods.
37. Acceptance of the Goods will be deemed to be upon inspection of them by you and in any event within 7 days after delivery.


RISK AND TITLE

38. The risk in the Goods will pass to you on completion of delivery.
39. Title to the Goods will not pass to you until we have received payment in full (in cash or cleared funds) for: (a) the Goods and/or (b) any other goods or services that we have supplied to you in respect of which payment has become due.
40. Until title to the Goods has passed to you, you must (a) hold the Goods on a fiduciary basis as our bailee; and/or (b) store the goods separately and not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; and/or (c) keep the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.
41. As long as the Goods have not been resold, or irreversibly incorporated into another product, and without limiting any other right or remedy we may have, we can at any time ask you to deliver up the Goods and, if you fail to do so promptly, enter any of your premises or of any third party where the Goods are stored in order to recover them.


TERMINATION

42. We can terminate the sale of Goods under the Contract where:
43. you commit a material breach of your obligations under these Terms and Conditions;
44. you are or become or, in our reasonable opinion, are about to become the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtors;
45. you enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with your creditors; or
46. you convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part thereof, any documents are filed with the court for the appointment of an administrator, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of your affairs or for the granting of an administration order, or any proceedings are commenced relating to your insolvency or possible insolvency.


LIMITATION OF LIABILITY

47. Our liability under the Contract, and in breach of statutory duty, and in tort, misrepresentation or otherwise will be limited to this clause.
48. Subject to the clauses above on Inspection and Acceptance and Risk and Title, all warranties, conditions or other terms implied by statute or common law (save for those implied by Section 12 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law.
49. If we do not deliver the Goods, our liability is limited, subject to the clause below, to the costs and expenses incurred by you in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.
50. Our total liability will not, in any circumstances, exceed the total amount of the Price payable by you.
51. We will not be liable (whether caused by our employees, agents or otherwise) in connection with the Goods, for:

a) any indirect, special or consequential loss, damage, costs, or expenses; and/or

b) any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; and/or

c) any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; and/or

d) any losses caused directly or indirectly by any failure or breach by you in relation to your obligations; and/or

e) any loss relating to the choice of the Goods and how they will meet your purpose or the use by you of the Goods supplied.

52. The exclusions of liability contained within this clause will not exclude or limit our liability for death or personal injury caused by our negligence; or for any matter for which it would be illegal for us to exclude or limit our liability; and for fraud or fraudulent misrepresentation.


COMMUNICATIONS

53. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
54. Notices will be deemed to have been duly given:

a) when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;

b) when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;

c) on the fifth business day following mailing, if mailed by national ordinary mail; or

d) on the tenth business day following mailing, if mailed by airmail.

55. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.
56. Circumstances beyond the control of either party
57. Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.
58. Pro2col can publicly acknowledge the buyer as a customer on our website and in marketing materials other than press releases unless restricted under an NDA.


NO WAIVER

59. No waiver by us of any breach of these Terms and Conditions by you shall be considered as a waiver of any subsequent breach of the same or any other provision.

SEVERANCE

60. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).

LAW AND JURISDICTION

61. These Terms and Conditions are governed by and interpreted according to English law. All disputes arising under these Terms and Conditions are subject to the exclusive jurisdiction of the English courts.

October 2016
Version 1.9

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