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Powdertec means Powdertec Solutions LLP (Partnership No OC362868) trading as Powdertec of Chalwyn Industrial Estate Poole Dorset BH12 4PE whose registered office is situated at 27 Vicarage Road, Verwood, Dorset, BH31 6DR, VAT Registration Number 910 4286 51.
Customer means the person, firm or company placing an Order with Powdertec.
Acceptance Form means the written form sent by Powdertec to the Customer accepting the Order.
Conditions means the terms and conditions of sale set out in this document and any special conditions agreed in writing by Powdertec.
Contract means the contract for the supply of Goods and/or Services formed by Powdertec's acceptance (which, however made or communicated, shall be deemed subject to these Terms and Conditions) of the Customer's Order.
Delivery Date means the target date specified in the Acceptance Form for the delivery of the Goods.
Goods means all those Goods or materials which are the subject of the Customer's Order and which are to be supplied to the Customer by Powdertec under these Terms and Conditions.
Order means the request for Goods and/or Services from the Customer.
Premises means the place where Powdertec shall provide the Goods and/or Services specified in the Acceptance Form and/or an alternative site where Powdertec agrees to provide the Goods and/or Services.
Services means the installation, fitting, repair, maintenance and other services Powdertec shall provide at the Premises. The precise Services Powdertec shall provide to the Customer are stated in the Acceptance Form.
Term means the term for which Powdertec shall provide the Services as set out on the Acceptance Form or subsequently agreed in writing by the parties.
Headings all headings are for ease of reference only and shall not affect the construction of this Contract.
Severance any provision of this Contract which is or may be void or unenforceable shall to the extent of such invalidity or unenforceability be deemed severable and shall not affect any other provision of this Contract.
Waiver no waiver or forbearance by Powdertec (whether express or implied) in enforcing any of its rights under this Contract shall prejudice its right to do so in the future.
2 Formation of Contract
2.1 These Conditions shall apply to all Contracts for the sale of Goods or the supply of Services by Powdertec to the Customer to the exclusion of all other terms and conditions including any terms and conditions which the Customer may purport to apply under any purchase Order confirmation of Order or similar document.
2.2 Any quotation given by Powdertec is to be regarded only as an invitation for the Customer to make an offer and the quotation itself is not an offer by Powdertec.
2.3 All Orders for Goods shall be deemed to be an offer by the Customer to purchase Goods pursuant to these Conditions.
2.4 Notwithstanding that the Customer's Order may be oral or written, a Contract shall only be formed between Powdertec and the Customer when it is accepted by Powdertec in writing in the Acceptance Form.
2.5 The terms of the Contract are subject to any special conditions agreed by the parties and expressly included by Powdertec on the Acceptance Form. Such special conditions take precedence to these Conditions.
3 Price and Payment
3.1 The Price shall be the price set out on the Acceptance Form together with carriage, packing, insurance, VAT and any charges applicable under clause 11.8 (which may not be expressly stated on the Acceptance Form) or as varied pursuant to clause 19.1.2.
3.2 Payment of the Price shall be due within 30 days of the date of the invoice. Time for payment shall be of the essence.
3.3 The Customer shall not refuse to pay any amount owing to Powdertec where there is only a minor or inconsequential defect or error in the Goods or the performance of the Services.
3.4 The Customer shall not withhold payment of any invoice or other amount due to Powdertec by reason of any right of set off or counterclaim which the Customer may have or allege to have or for any reason whatever.
3.5 Late payment
Should payment not be made in accordance with clause 3.2 above Powdertec may:-
3.5.1 charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 4% above National Westminster Bank plc's base rate from time to time in force or, if higher, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 and such interest shall accrue at such a rate after as well as before any judgment;
3.5.2 disallow any discount which Powdertec may have given the Customer with the full sum becoming payable on demand; and/or
3.5.3 suspend performing the Services until the Customer makes payment in full including any interest accrued.
4 Provision of Goods
If specified on the Acceptance Form and subject to these Conditions, Powdertec shall provide the Goods to the Customer.
5 Sale by Description
5.1 The Goods shall be supplied in accordance with the description in the Acceptance Form.
5.2 Powdertec may from time to time make changes in the specification of the Goods which are required to comply with any applicable safety or statutory requirements or which do not materially affect the quality or fitness for purpose of the Goods.
5.3 Any contractual description of the Goods by Powdertec relates to the identity of the Goods but only if it relates to a central characteristic of the Goods or to a substantial ingredient in their identity.
5.4 As part of Powdertec's policy of the development of its products improvements or changes are made in design from time to time and Powdertec reserves the right to supply substitute materials, components and units in place of the products ordered (and which shall thereby become 'the Goods' for the purposes of the Order). The Customer will be notified of any substantial changes made to the Goods before they are dispatched.
5.5 All specifications as to pattern colour and dimensions are subject to normal tolerance margins.
6 Delivery of the Goods and/or Services
6.1 Delivery shall be ex-works unless otherwise agreed by the company in writing.
6.2 If the Contract includes delivery by the Company or its nominated contractor, the Customer is responsible for giving the Company clear and accurate information as to the place of delivery.
6.3 Time shall not be of the essence in respect of delivery. If the Goods are to be delivered by a date specified by the Customer or the Company, such date is to be treated as an estimate only. The Company does not guarantee that the Goods will be delivered by such date or accept liability or any consequential losses for failure to meet the date.
6.4 Delivery of the Goods shall be made to the Premises on the Delivery Date. The Goods may be delivered in advance of the Delivery Date upon the giving of reasonable notice to the Customer. The Customer shall make all arrangements to take delivery of the Goods whenever they are tendered for delivery.
6.5 Powdertec shall not be liable to the Customer for late delivery or short delivery of the Goods and/or Services.
7 Acceptance of the Goods and Returns
7.1 The Customer or their agent shall inspect the Goods immediately upon delivery and shall notify the carrier of any apparent damage when signing for the Goods or the Customer shall be deemed to have accepted any such damage.
7.2 Subject to clause 7.1, the Customer shall be deemed to have accepted the Goods 24 hours after delivery.
7.3 The Customer shall within 24 hours give notice in writing to Powdertec of any matter or thing by reason they allege that the supplied Goods are not in accordance with the Contract. Should the Customer fail to give such notice they shall be deemed to have accepted the Goods.
7.4 Goods cannot be accepted for return without a returns authorisation number provided by Powdertec in accordance with Powdertec's current returns procedures and terms policy available at www.powdercoat-uk.com. The Customer shall be liable for carriage and Powdertec shall be entitled to charge a handling fee of at least 20% of the Price.
7.5 After acceptance the Customer shall not be entitled to reject Goods which are not in accordance with the Contract.
7.6 Where the Customer rejects any Goods then the Customer shall have no further rights whatever in respect of the supply to the Customer of such Goods or the failure by Powdertec to supply Goods which conform to the Contract of sale.
7.7 Where the Customer accepts or has been deemed to have accepted any Goods then Powdertec shall have no liability whatever to the Customer in respect of those Goods.
8 Title and Risk
8.1 The Goods shall be at the Customer's risk as from delivery.
8.2 In spite of delivery having been made property in the Goods shall not pass from Powdertec until:-
8.2.1 the Customer shall have paid the Price plus VAT in full; and
8.2.2 no other sums whatever shall be due from the Customer to Powdertec.
8.3 Until property in the Goods passes to the Customer in accordance with clause 8.2 the Customer shall hold the Goods and each of them on a fiduciary basis as bailee for Powdertec. The Customer shall store the Goods (at no cost to Powdertec) separately from all other goods in its possession and marked in such a way that they are clearly identified as Powdertec's property.
8.4 Powdertec shall be entitled to recover the Price (plus VAT) notwithstanding that property in any of the Goods has not passed from Powdertec.
8.5 Until such time as property in the Goods passes from Powdertec the Customer shall upon request deliver up such of the Goods (as have not ceased to be in existence or resold) to Powdertec. If the Customer fails to do so Powdertec may enter upon any premises owned occupied or controlled by the Customer where the Goods are situated and repossess the Goods.
8.6 The Customer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of Powdertec. Without prejudice to the other rights of Powdertec, if the Customer does so all sums whatever owing by the Customer to Powdertec shall forthwith become due and payable.
8.7 The Customer shall insure and keep insured the Goods to the full Price against 'all risks' to the reasonable satisfaction of Powdertec until the date that property in the Goods passes from Powdertec, and shall whenever requested by Powdertec produce a copy of the policy of insurance. Without prejudice to the other rights of Powdertec, if the Customer fails to do so all sums whatever owing by the Customer to Powdertec shall forthwith become due and payable.
8.8 The Customer agrees to reimburse Powdertec on a full indemnity basis all costs and expenses incurred in either the repossession of Goods sold to the Customer and not paid for or in the collection of payment for Goods or Services sold or provided to the Customer.
9 Provision of Services
If specified on the Acceptance Form and subject to these Conditions, Powdertec shall provide the Services to the Customer at the Premises; using the Goods; on the date(s) specified in the Acceptance Form; for the Term.
10.1 Powdertec aim to carry out the Services by the dates and times specified on the Acceptance Form. Powdertec do not guarantee or provide a firm commitment that:
10.1.1 Powdertec will start performing the Services by a specified date or time; and/or
10.1.2 Powdertec will complete the performance of all the Services by any specified date or time; and/or
10.1.3 the performance of any individual part of the Services will be completed by a specified date or time.
11 Customer's Warranty and Obligations
11.1 The Customer warrants that it is trading in the course of a business and is not a consumer as defined in regulation 3(1) of the Unfair Terms in Consumer Contract Regulations 1999.
11.2 The Customer shall remove any items from the Premises where Powdertec shall perform the Services which might hinder Powdertec's performance of their obligations by the date or time when Powdertec are due to start performing the Services.
11.3 Powdertec suggest that the Customer cover any items, furniture or fixtures or fittings which the Customer shall not be moving from the areas at the Premises where Powdertec shall be working in order to protect them from dust or dirt.
11.4 The Customer shall allow Powdertec to gain suitable access to the Premises in accordance with the Services to be provided at the dates and times Powdertec and the Customer agree when Powdertec shall perform the Services.
11.5 The Customer shall ensure that any wiring has been installed and marked in accordance with Powdertec's wiring diagrams and statutory electrical regulations.
11.6 The Customer will obtain all necessary consents, permissions and approvals before Powdertec start performing the Services. For example:-
11.6.1 if the Services Powdertec are to perform require planning permission and/or building control approval, the Customer will have obtained that permission (and have the appropriate documentation available for Powdertec's inspection if Powdertec wishes to look at it) before Powdertec starts providing the Services; and/or
11.6.2 if the Customer is a tenant, the Customer will have obtained the permission or consent of the Customer landlord and the Customer will have the permission or consent in writing.
11.7 During the times that Powdertec are providing the Services the Customer shall:-
11.7.1 allow Powdertec to use electricity from normal 220/240 volt 3-pin sockets;
11.7.2 allow Powdertec to leave tools and Goods at the Premises which the Customer shall ensure are secure at times when Powdertec are not performing the Services;
11.7.3 where appropriate provide Powdertec with means to access and leave the Premises and any surrounding area;
11.7.4 allow Powdertec to use the Customer's toilet and washing facilities;
11.7.5 where appropriate provide any permissions and / or suitably qualified staff to operate any machinery requiring such permissions;
11.7.6 provide a parking permit (for all of Powdertec's employees and/or agents as Powdertec shall require) throughout the time Powdertec are providing the Services if required or imposed by a local or other authority; and
11.7.7 where appropriate or otherwise agreed obtain and install suitable and safe scaffolding and access equipment to enable Powdertec to carry out the Services at the Premises.
11.8 Powdertec shall be entitled to charge the Customer on a quantum meruit basis for any breach of this clause.
12 Restrictions and Assumptions
12.1 Powdertec assumes that all information, measurements and facts that the Customer provide are accurate and true. Powdertec will not accept liability for any loss or damage caused where Powdertec reasonably perform the Services in reliance on these.
12.2 Powdertec do not provide structural or electrical surveys or offer or provide opinions or advice on structural or other building related matters. If the Customer requires such survey or advice they should consult a suitably qualified surveyor.
13 Deviations from what Powdertec have agreed to do
13.1 In limited circumstances Powdertec will need to provide different or no Services to the Customer. This will be usually where the following occurs:
13.1.1 an issue or problem becomes apparent or is revealed when Powdertec start performing the Services which Powdertec could not have reasonably foreseen at the time Powdertec provided the estimate or survey and means that it is not safe for Powdertec to continue working; and/or
13.1.2 Powdertec are instructed or informed that the Services Powdertec are performing are not in accordance with statutory or regulatory requirements or are in breach of planning consents or environmental or conservation requirements.
14 Warranty by Powdertec and Limitation of Liability
14.1 Powdertec warrants that the Goods supplied will at the time of delivery correspond to the description given by Powdertec in its Contract documentation and the Services will be provided with reasonable care and skill.
14.2 All other warranties, conditions or terms relating to fitness for purpose, quality or condition of the Goods, whether express or implied by statute or common law or otherwise are excluded to the fullest extent permitted by law.
14.3 Save as set out in this clause, Powdertec shall not be liable to the Customer or any third party for any loss (including injury damage or delay) arising out of any cause whatsoever relating to the goods and in particular due to any malfunctioning of or defect in or failure of any of the Goods or any part or any loss of the use of the goods.
14.4 Further Powdertec shall be under no liability whatever to the Customer for any indirect loss and/or expense (including loss of profit) suffered by the Customer arising out of a breach by Powdertec of this contract.
14.5 In the event of any breach of this contract by Powdertec the remedies of the Customer shall be limited to damages. Under no circumstances shall the liability of Powdertec exceed the Price.
14.6 In the event that the Customer declines to accept the Goods in breach of this Contract the Customer shall pay to Powdertec as and by way of agreed liquidated damages an amount equal to the price of the Goods less the net proceeds received by Powdertec on reselling the Goods after deducting the costs and expenses of resale.
15 Force Majeure
15.1 Powdertec shall not be liable for any default due to any act of God, war, civil disturbance, malicious damage, strike, lockout, industrial action, fire, flood, drought, extreme weather conditions, compliance with any law or governmental order, rule, regulation, direction or other circumstance beyond the reasonable control of either party ('Force Majeure Event').
15.2 Powdertec shall give notice forthwith to the Customer upon becoming aware of a Force Majeure Event, the notice to specify details of the circumstances giving rise to the Force Majeure Event.
16 Insolvency or other Default of Buyer
16.1 If the Customer fails to make payment for the Goods and/or Services in accordance with this Contract of sale or commits any other breach of this Contract of sale or if any distress or execution shall be levied upon any of the Customer's goods or if the Customer offers to make any arrangement with its creditors or if any bankruptcy petition is presented against the Customer or the Customer is unable to pay its debts as they fall due or if being a limited company any resolution or petition to wind up the Customer (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented or if a receiver, administrator, administrative receiver or manager shall be appointed over the whole or any part of the Customer's business or assets or if the Customer shall suffer any analogous proceedings under foreign law all sums outstanding in respect of the Goods and/or Services shall become payable immediately. Powdertec may in its absolute discretion and without prejudice to any other rights which it may have:
16.1.1 suspend all future deliveries of Goods or supply of Services to the Customer and/or terminate the Contract without liability upon its part; and/or
16.1.2 exercise any of its rights pursuant to clause 8.5.
17 Cancellation by Powdertec
17.1 Powdertec may cancel this Contract at any time by giving written notice.
17.2 Unless the Customer is in breach of any terms of the Contract, upon giving such notice Powdertec shall promptly repay to the Customer any sums paid in respect of the Price in relation to Goods not delivered or Services not provided.
17.3 Powdertec shall not be liable for any loss or damage whatever arising from such cancellation.
18 Cancellation by the Customer
18.1 The Customer shall normally not be able to cancel the Contract, except where Powdertec agrees or as otherwise provided for in this Contract.
18.2 If Powdertec exercises its right to vary the Price under clause 19.1.2 the Customer may within 14 days of that notice cancel the Contract for the provision of Services provided that the Customer has not accepted or affirmed the variation.
18.3 If Powdertec agrees to cancel under clause 18.1 or if clause 18.2 applies then the Customer will be responsible for the cost of:
18.3.1 Powdertec's time in performing the Services up to the date Powdertec stop providing the Services; and
18.3.2 any Goods Powdertec are committed to buying or manufacturing up to the date of termination (whether or not Powdertec need to pay for them before or after the date the Contract is cancelled).
18.4 If the Customer, save as otherwise provided in clauses 18.1 and 18.2:
18.4.1 purports to cancel the Contract; and/or
18.4.2 gives notice purporting to cancel; and/or
18.4.3 otherwise does not fulfil the Customer obligations (such as by not paying any sums due to be paid) in a way which amounts to the Customer cancelling the Contract, Powdertec does not have to accept the Customer's cancellation. However, Powdertec may choose to accept cancellation, and if Powdertec chooses to do so the Customer will be required to pay Powdertec a reasonable amount for the losses and costs (including loss of profit) that Powdertec has suffered. If the Customer has paid a deposit, this will be retained and if Powdertec's reasonable losses and costs (including loss of profit) are greater than the deposit Powdertec has retained Powdertec will require the Customer to pay for its losses and costs in excess of the deposit retained.
19 Amendments to the Contract
19.1 Powdertec may amend the Conditions of this Contract where:
19.1.1 Powdertec needs to do so in order to comply with changes in the law or regulatory reasons; and/or
19.1.2 Powdertec changes the rates it charges for the provision of its Services.
19.1.3 Powdertec needs to correct any errors or omissions (and the right includes the right to change any of the documentation which forms part of the Contract), as long as such correction is minor and does not materially affect the Contract.
19.2 Where Powdertec are making any amendment Powdertec will give the Customer 14 days' prior notice (unless the Contract is terminated before that period).
20.1 Any notice under or in connection with this Contract shall be in writing and shall be served by first class post or by hand on the party or sent by recorded delivery or to the address of the party set out in the Acceptance Form or at or to such other address as may be subsequently notified by one party to the other.
20.2 In the absence of evidence of earlier receipt any notice shall be deemed to be duly served:
20.2.1 if delivered personally when left at the address in clause 20.1; or
20.2.2 if sent by recorded delivery 3 days after posting.
21 Sub-contracting and Contracts (Rights of Third Parties) Act 1999
21.1 For the purpose of section 1(2) of the Contracts (Rights of Third Parties) Act 1999 the parties state that they do not intend any term or condition in these Conditions to be enforced by third parties but any third party right which exists independently of that Act shall be preserved.
21.2 Provided that Powdertec may licence or sub-contract all or any part of its rights and obligations under this Contract without the Customer's consent.
22.1 The Goods are guaranteed for 12 months or such other period as agreed by the parties in the Acceptance Form from the date of purchase against electrical breakdown or mechanical failure resulting from faulty materials or workmanship. During this period it will be repaired or at Powdertec's absolute discretion have parts replaced free of charge provided that the Goods:
22.1.1 are returned to Powdertec with evidence of purchase date in accordance with the claims procedure outlined in clause 22.2 below;
22.1.2 have been purchased by the user and not used for hire purposes;
22.1.3 have not been misused or handled carelessly or used on an improper voltage;
22.1.4 have been regularly maintained and operated correctly in the appropriate environment;
22.1.5 have not been dismantled or had cable cut or removed; and
22.1.6 have not had repairs attempted other than by Powdertec.
22.2 Any claim made under this guarantee should be made directly to Powdertec in accordance with Powdertec's returns policy at www.powdercoat-uk.com. The claim itself should be made in a letter setting out the date and place of purchase, and giving a brief explanation of the problem which has led to the claim. This letter should then be sent in accordance with clause 20, together with the product itself, proof of the purchase date and the relevant sales invoice number to Powdertec's address at the expense of the Customer. Please note that it is essential that the letter of claim reaches the above address on the last day of this Guarantee at the latest. Late claims will not be considered.
22.3 This Guarantee applies to all goods purchased from Powdertec within the United Kingdom of Great Britain and Northern Ireland. This Guarantee does not confer any rights other than those expressly set out above and does not cover any claims for consequential loss or damage.
22.4 Powdertec do not accept any liability for loss caused during delivery or whilst in Powdertec's possession.
23 Proper law of contract
This Contract is subject to the law of England and Wales. The parties agree to submit to the exclusive jurisdiction of the English courts.
Powdertec. Chalwyn Industrial Estate, Poole, Dorset BH12 4PE. United Kingdom.
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