STOCKIST OF INDUSTRIAL VALVES, TUBES, FITTINGS, FLANGES, STUD BOLTS, FASTENINGS AND OTHER ANCILLARY PIPELINE EQUIPMENT : PRODUCTS & SERVICES TO INDUSTRY, INCLUDING REFINERIES, ON & OFFSHORE, CHEMICAL & PROCESS USERS.
Website Terms
1. INTERPRETATION
In these Terms:
"Buyer" means the person who places an Order for the Goods;
"Contract" means the contract between the Buyer and the Seller for the sale and purchase of the Goods;
"Delivery" means the completion of delivery of the Goods by the Seller to the Delivery Point;
"Delivery Point" means the place stated in the Product Order Form as the shipping location to which the Goods are to be delivered;
"Goods" means the goods (or any part of them) stated in the Order which the Seller is to supply in accordance with these Terms;
"Order" means the Buyer's Order as detailed on the Product Order Form;
"Price" means the price of the Goods as set out in the Order;
"Product Order Form" means the online product order page through which the Buyer places an Order;
"Seller" means Pipefit Supplies Limited;
"Terms" means these standard terms of sale and includes any special terms agreed in writing between the Buyer and the Seller.
2. ENTIRE AGREEMENT
a. These Terms contain the whole agreement between the parties who confirm that they have not entered into the Contract in reliance on any representations that are not expressly incorporated in these Terms. These Terms apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate or which are implied by trade, custom, practice or course of dealing. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Seller which is not set out in the Contract.
3. BASIS OF CONTRACT
a. The Seller shall sell and the Buyer shall purchase the Goods in accordance with these Terms which are applied to all Contracts to the exclusion of all other conditions, including any conditions which the Buyer may purport to apply under any Product Order Form or similar document.
b. All Orders shall be submitted by the Buyer on the Seller's online Product Order Form.
c. All Orders for Goods shall be deemed to be an offer by the Buyer to purchase the Goods pursuant to these Terms.
d. After the Buyer has placed an Order on the Seller's website the Seller shall email the Buyer to confirm that the Seller has received the Buyer's Order and shall then arrange payment of the Price. However, this does not mean that the Seller has accepted the Buyer's Order. Acceptance of the Buyer's Order shall occur in accordance with clause 3.e. of these Terms.
e. No Order submitted by the Buyer on a Product Order Form shall be binding on the Seller unless and until accepted by the Seller, in which case the Seller shall confirm acceptance of the Order by sending an email to the Buyer that confirms that the Goods have been dispatched ("Dispatch Confirmation"). The Contract between the parties will only be formed when the Seller sends to the Buyer the Dispatch Confirmation.
f. Any variation to these Terms (including any special conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.
4. PRICES AND PAYMENT
a. Prices charged for the Goods are as detailed on the Seller's website from time to time and are exclusive of V.A.T and any other government duty or tax applicable.
b. The Buyer shall pay to the Seller such additional amounts in respect of VAT and any other government duty or tax applicable, as are chargeable on the supply of the Goods.
c. In the event of any alteration being required by the Buyer in the design, specification or quantity of the Goods the Seller is entitled to vary the price accordingly.
d. The Buyer shall pay the Price in full and in cleared funds prior to dispatch of the Goods to the Delivery Point ("Due Date"). Time for payment is of the essence of this Contract.
e. The Price in full includes the cost of packaging and delivery to the Delivery Point.
f. The Seller shall be under no obligation to fulfil Delivery of the Goods to a Buyer who has not paid the Price by the Due Date.
5. DELIVERY
a. The time for Delivery shall not commence until the Dispatch Confirmation has been sent to the Buyer by the Seller.
b. Any time or date quoted by the Seller for Delivery of the Goods is an estimate only and the Seller shall not be liable for any delay or failure in the Delivery of the Goods caused by a Force Majeure Event or the Buyer's failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. Time for Delivery shall not be of the essence of the Contract unless previously expressly agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the quoted Delivery date on giving reasonable notice to the Buyer.
c. Delivery will be completed when the Seller delivers the Goods to the Delivery Point.
d. Where the Seller is unable to complete Delivery of the Goods due to any Force Majeure Event or due to any failure by the Buyer to provide the Seller with adequate delivery instructions, the Seller reserves the right to cancel the Order and to repay to the Buyer any amount of the Price already received, but shall be entitled to set-off and withhold against that amount any costs or expenses suffered or incurred by the Seller due to the failed Delivery attempt.
e. Notwithstanding the preceding paragraphs of this clause 5, the Seller and the Buyer may agree expressly in writing that the Delivery Point shall be the Seller's premises and the Buyer may either collect the Goods in person or arrange for a third party carrier to collect the Goods but only after the Buyer has paid the Price in cleared funds. All deliveries at the Seller's premises must be completed during the normal working hours of the Seller.
f. The Seller cannot deliver Goods to any Delivery Point outside the UK and Northern Ireland. Goods that are required by the Buyer to be supplied outside this area shall be collected by the Buyer or the Buyer's agent and the Seller shall not be held liable or responsible for any breach of any applicable international laws or regulations.
g. The Seller will endeavour to comply with any reasonable requests by the Buyer for the postponement of Delivery but shall be under no obligation to do so. Where delivery is postponed at the Buyer's request the Buyer shall pay to the Seller all costs and expenses including a reasonable charge for storage and transportation costs incurred by the Seller in complying with such a request.
h. The Buyer shall fully indemnify the Seller and keep the Seller fully indemnified for all direct, indirect or consequential losses, damages, demands and expenses (including professional fees and expenses) suffered or incurred by the Seller as a result of or arising out of or in connection with any act or omission (whether made innocently or negligently) of the Buyer which results in the failure in the Delivery of the Goods to the Delivery Point or as a result of or arising out of or in connection with any damage to the property of the Seller caused by the Buyer its employees, agents or subcontractors whether caused by that party's negligence or otherwise.
6. PROPERTY AND RISK
a. Risk of damage to or loss of the Goods shall pass to the Buyer on Delivery;
b. Where the Goods are collected by the Buyer or by a third party on behalf of the Buyer from the Seller's premises, the Goods are at the sole risk of the Buyer from the time when the Goods leave the Seller's premises.
c. Property and title in the Goods shall, notwithstanding Delivery, remain with the Seller until all sums due and owing by the Buyer to the Seller on any account have been paid and received by the Seller in cleared funds under this and all other contracts between the Seller and the Buyer for which payment thereunder has not been paid.
d. Pending the transfer of the property in the Goods:
(i) the Buyer shall hold the Goods as the Seller's bailee and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected, insured and identified as the Seller's property and maintain the Goods in satisfactory condition; and
(ii) the Seller may, without limiting any other right or remedy it may have at any time require the Buyer to deliver up the Goods to the Seller and in default the Buyer hereby grants to the Seller an irrevocable licence to enter upon any premises of the Buyer and of any third party where the Goods are stored and repossess the Goods.
e. The Buyer shall not sell or dispose of any Goods (or documents of title thereto or any interest therein) except to its customers in the ordinary course of its business and as fiduciary agent for the Seller, and if the Buyer sells or disposes of any Goods, the Buyer shall hold on trust for the Seller and pay to the Seller the full proceeds of sale forthwith upon demand by the Seller.
f. If all or any part of the Price is overdue or the Buyer becomes insolvent or bankrupt or enters into liquidation or passes a resolution for the winding up of the Buyer or has a receiver, administrative receiver or manager appointed over all or any part of its assets, or enters into any composition or arrangement with its creditors, then the Seller shall be entitled to the immediate return of all Goods sold by the Seller to the Buyer in which property has not passed to the Buyer and the Buyer hereby grants to the Seller an irrevocable licence to enter any premises of the Buyer or of any third party where the Goods are stored to recover such Goods.
7. INSPECTION/DEFECTS
a. The Buyer shall inspect the Goods on Delivery.
b. Unless the Buyer notifies the Seller in writing within 7 days of Delivery that the Goods are not in accordance with the Contract or are defective, they shall be deemed to be free from any defect which would be apparent on a reasonable examination and to have been accepted by the Buyer and shall be deemed to comply with the Order. The Buyer shall not be entitled to reject the Goods after the 7 day period.
c. Where the Buyer notifies the Seller that the Goods are defective or are not in accordance with the terms of the Contract in accordance with clause 7.b, the Seller shall be given reasonable opportunity to inspect the Goods before any use is made of the Goods.
d. The Seller shall replace free of charge any Goods shown by the Buyer to be defective or which are not in accordance with the terms of the Contract, or, where capable of sale at a reduced price, may agree an appropriate reduction in the Price. The provisions regarding the return of defective Goods is set out in clause 11.
e. In the event of non-delivery of all or part of the Goods, the Buyer must give written notice thereof to the Seller within 7 days of receipt by the Buyer of the Dispatch Notice. If the Buyer shall fail to give such notice the Seller shall be under no liability to the Buyer in respect of such non-delivery.
f. The Seller reserves the right to correct any clerical errors made by the Seller in the Order or otherwise, without incurring any liability to the Buyer.
8. SPECIFICATIONS
a. The Buyer shall be responsible for ensuring the accuracy of any Order and providing any necessary information within a sufficient time to enable the Seller to perform the Contract in accordance with these Terms.
b. The quantity, quality and description of the Goods and any specification for them shall be as set out in the Product Order Form.
c. If the Goods to be supplied by the Seller are manufactured or subjected to any process by a third party in accordance with the specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with, or paid or agreed to be paid by the Seller in settlement of, any claim for infringement of any patent, copyright, design, trademark or other industrial or intellectual property rights of any person attributable to the Seller's use of the Buyer's specification. This clause 8.c. shall survive termination of the Contract.
9. WARRANTY AND LIMITATION OF LIABILITY
a. Subject to the following provisions, the Seller warrants that the Goods will correspond with the Order.
b. The Seller shall be under no liability under the above warranty:-
(i) in respect of any defect or lack of fitness in the Goods arising from any specification supplied by the Buyer or arising from the manner in which the Goods are used or applied or incorporated into other Goods by the Buyer or a third party;
(ii) in respect of any defects in the Goods arising from fair wear and tear, wilful damage, negligence, abnormal working or storage conditions, failure to follow the Seller's or any third party manufacturer's instructions whether oral or in writing, misuse or alteration to the Goods without the Seller's approval;
(iii) if all or any part of the Price has not been paid by the Due Date;
(iv) in respect of goods not manufactured by the Seller, in which case the Buyer shall only be entitled to the benefit of any such warranty as is given by the manufacturer to the Seller.
c. The Goods must be used, handled, stored, mixed or applied in strict accordance with the Seller's or any third party manufacturer's instructions and recommendations. For the avoidance of doubt, a copy of any instructions or terms and conditions of any manufacturer of the Goods shall be available at the Seller's registered office address.
d. In the event of the manufacturer of the Goods described in the Order ceasing to make goods of that type, the Seller may (whether the estimated delivery date has arrived or not) by notice in writing to the Buyer cancel the Contract, whereupon any Price paid shall be returned to the Buyer and the Seller shall be under no further liability to the Buyer.
e. Subject as expressly provided in these Terms and except where the Goods are sold to a person dealing as consumer (as defined in the Unfair Contract Terms Act 1977) all warranties, conditions, or other terms implied by statute or common law are excluded to the fullest extent permitted by law
f. Where a valid claim is made under the above warranty, the Seller may, at its discretion, either replace the Goods, provide a credit to the Buyer to the value of the Goods or refund to the Buyer the Price of the Goods in which case the Seller shall have no further liability to the Buyer. Goods replaced or credited shall automatically become the property of the Seller.
g. Except in respect of death or personal injury caused by the Seller's negligence or liability for defective products under the Consumer Protection Act 1987, the Seller shall not be liable to the Buyer by reason of any representation (unless fraudulent) or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract whether in contract, tort, breach of statutory duty or otherwise, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (including any losses that may result from the Seller's deliberate repudiatory breach of the Contract) or whether caused by the negligence of the Seller, its employees, agents or otherwise which arise out of or in connection with the supply of the Goods including any delay in supplying or failing to supply the Goods in accordance with the Contract or at all, or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed the Price in respect of the Goods the subject of the claim.
h. If the Buyer sells on the Goods it shall do so on terms which include the limitations of liability set out in this clause 9.
I. The Buyer agrees to fully indemnify the Seller and keep the Seller fully indemnified against all losses, costs, claims, demands, expenses and actions which the Seller may suffer or incur as the result of the Buyer's breach of any of the terms of this Contract or as the result of any resale of the Goods by the Buyer to any third party. This clause 9.I. shall survive termination of the Contract.
10. CANCELLATION AND ALTERATION OF ORDERS
a. Orders may be cancelled or altered by the Buyer prior to receipt of the Dispatch Confirmation but only with the express written consent of the Seller. The Buyer cannot cancel the Contract or alter the Contract once the Seller has sent the Buyer the Dispatch Confirmation.
b. If the Buyer cancels the Contract or the Seller alters the Order in accordance with a request by the Buyer, the Buyer shall fully indemnify the Seller and keep the Seller fully indemnified against all losses, costs, claims, demands, expenses and actions which the Seller may suffer or incur in fulfilling the Contract up to that point in time.
c. In the event that the Buyer cancels the Contract in accordance with clause 10.a. the Seller shall refund to the Buyer any amount of the Price paid to the Buyers nominated bank or building society account.
11. RETURNS
a. Where the Buyer has shown that the Goods are defective and the Seller has accepted (at its sole discretion) that the Goods are defective or are not in accordance with the Contract the Buyer shall return the Goods to the Seller as soon as reasonably practicable following Delivery and the Seller shall either replace the Goods free of charge, provide credit to the Buyer's account to the value of the Price paid for the Goods or refund the Price in full, but the Seller shall not be responsible for the costs of returning the Goods which shall be the sole responsibility of the Buyer and the Seller shall be entitled to deduct from the refunded Price any amount incurred by the Seller in respect of Delivery costs.
b. A request for goods to be returned, if approved, will be issued with a returns reference number ("Returns Reference Number")and a returns note ("Returns Note") will be emailed to the Buyer. No return will be accepted without the Returns Reference Number and a copy of the Seller's Returns Note enclosed with the Goods.
c. It is the Buyers responsibility to ensure that returning Goods are packed in a way which adequately ensures the Goods being returned to the Seller are received in the same condition as they were at the point of Dispatch. The Seller shall be under no obligation to replace the Goods or provide a credit note or refund the Price of the Goods where the Goods have been, in the reasonable opinion of the Seller, damaged either in transit or by the Buyer.
12. TERMINATION
a. The Seller may terminate this Contract forthwith at any time and without further obligation to the Buyer if the Buyer becomes insolvent or an order is made or a resolution passed for the winding up of the Buyer or if an administrator, administrative receiver or receiver is appointed in respect of the whole or any part of its assets or if the Buyer commits any breach of any of the terms of this Contract.
13. FORCE MAJEURE
a. Neither party shall be liable for any delay or defect due to any act of God, war, strike, lock-out, industrial action, fire, flood, drought, tempest, breakdown of plant or machinery, adverse weather conditions or shortage of supplies for manufacture, or other event beyond the reasonable control of either party.
b. If any obligation under this Contract cannot be performed for a continuing period of 1 month as a result of one or more of the events described in clause 13.a. then either party may terminate this Contract by notice in writing at the expiry of this period.
14. ARBITRATION
a. Any disputes which may arise between the parties concerning the Contract shall be referred to a single arbitrator to be agreed upon by the parties or in default of agreement to be nominated by the President for the time being of the Chartered Institute of Arbitrators for determination in accordance with the Arbitration Act 1996.
15. GENERAL
a. The Buyer may not assign any of its rights or obligations under this Contract without the prior written consent of the Seller.
b. The Buyer will at all times keep confidential all information acquired in consequence of or pursuant to this Contract save as may be required by law or where such information is in the public domain other than due to the Buyer's breach.
c. A notice to be given by either party to the other under these Terms shall be in writing addressed to that other party at its registered office or principal place of business.
d. No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same of any other provision by the Seller, or any rights of the Seller in respect of the same.
e. If any provision of this Contract is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Contract and the remainder of the provision in question shall not be affected.
f. The Buyer acknowledges and by submitting the Order consents to the processing and disclosure by the Seller of personal data relating to the Buyer in accordance with the terms of the Seller's Privacy Policy as displayed on the Seller's website from time to time.
g. For the purposes of the Contracts (Rights of Third Parties) Act 1999, this Contract is not intended to and does not give any person who is not a party to it any right to enforce any of its provisions.
h. This Contract shall be governed and construed in accordance with the law of England and Wales and each party agreed to submit to the exclusive jurisdiction of the courts of England and Wales.
Registered Office Address of the Seller:
Pipefit Supplies Limited
Suite 9
Normanby Gateway
Lysaghts Way
SCUNTHORPE
DN15 9YG
Registered in England No 02050469
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- Duplex Valve Bonnets
