Conditions of Sale
- "Company" means PROSOL UK SALES AND DISTRIBUTION LIMITED whose registered office is at 18-24 Gleadless Road, Sheffield, S2 3AB
- "Conditions" means the terms and conditions set out herein
- "Price" means the price for the Products including carriage, packing, insurance and VAT (if applicable)
- "Products" means all goods, services and other products supplied by the Company. The main characteristics of the Products are shown on the Company's website at www.prosol.co.uk.
- "Purchaser" means the party directly contracting or seeking to contract for the Products
- Any reference in these Conditions to any provision of a Statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
- Conditions Applicable
- The Company's brochures and website indications of price are not binding on the Company and a contract ("the Contract") will only come into being upon acceptance by the Company.
- The Contract will be subject to the Conditions which shall apply to all contracts for the supply of Products by the Company to the exclusion of all other terms and conditions including any terms and conditions which the Purchaser may purport to apply under any purchase order, confirmation of order or similar document.
- All orders for Products shall be deemed to be an offer by the Purchaser to obtain Products pursuant to the Conditions.
- Any variation to the Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Company and in particular (but without limitation) :-
- where the Purchaser requires the Products for a particular purpose the Company shall be deemed to have no notice of such purpose unless that purpose is agreed by the Purchaser and Company in writing; and
- the Company and the Purchaser acknowledge that there is no usage or course of trading in existence which could affect the terms of the Contract in any way.
- The Price shall be the price stipulated in the Company's price list current at the date of provision of the Products whether or not a lesser price is shown in the Company's brochure or on the Company's website.
- The Price shall be payable in pounds sterling and payment is due on or before the end of the month following the month during which the invoice is dated.
- Interest on overdue monies shall accrue from the date when payment becomes due from day to day until the date of payment at the rate prescribed in the Statutory Instruments linked to the Late Payment of Commercial Debts (Interest) Act 1998 and shall accrue at such a rate after as well as before any judgement.
- The Company reserves the right, by giving notice to the Purchaser at any time before delivery, to increase the Price to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company (including without limitation increases in costs of labour or materials), and any change in delivery dates, quantities or specifications for the Products requested by the Purchaser or failure of the Purchaser to give the Company adequate information or instruction.
- Right of Withdrawal
- From 4th June 2000, where the Purchaser acts as a consumer within the definition contained in Article 2 of the Distance Selling Directive, the Purchaser may, within seven working days of the date on which the Products are delivered, notify the Company that it wishes to cancel its order. Such notification must be made to the Company's principal place of business at 18-24 Gleadless Road, Sheffield, S2 3AB. The Company will then collect the Products, which should be in the same condition in which they were delivered to the Purchaser, within a reasonable period of receiving such notification.
- There is no right of withdrawal under this clause where the Products have been supplied to the Purchaser's specifications, where they have been personalised (such as MOT certificate wallets) or where the Products could deteriorate rapidly.
- There this right of withdrawal is exercised, the Company shall be entitled to deduct from any monies returned to the Purchaser the cost of transportation of the Products back to the Company.
- No delay in delivery shall entitle the Purchaser to repudiate or cancel the Contract.
- The Products may be supplied in separate instalments and each separate instalment may be invoiced and if invoiced must be paid for in accordance with the provisions of the Contract. The failure of the Purchaser to pay for any one or more of the said instalments on the due date shall entitle the Company (at its sole option) without notice to suspend further performance of the Contract pending payment and/or treat the Contract as repudiated by the Purchaser.
- The Purchaser shall inspect the Products supplied under this Contract immediately on delivery and shall in the case of any allegation of non-conformity or unfitness of the Products within 24 hours from delivery give notice in writing to the Company of any matter or thing or reason whereof it alleges the Products are not in accordance with the Contract and/or whether it rejects them.
- If the Purchaser fails to give notice that it rejects the Products as provided in clause 6.1 the Purchaser shall be deemed to have accepted the Products and they shall be deemed to be in all respects in accordance with the Contract and fit for their purpose.
- If the Purchaser gives notice that it rejects the Products and such rejection afterwards becomes ineffectual by reason of the Purchaser dealing with the Products as owner or by reason of any other conduct on the part of the Purchaser inconsistent with such rejection, the Purchaser shall be bound to pay the Price in full and shall have no claim for damages or compensation by reason of any non-conformity of the Products with the Contract.
- If the Purchaser rejects the Products under clause 6.1 hereof the Company may elect to provide other Products which comply with the Contract within 14 days of the date of the notice of rejection and if those Products are not properly rejected by the Purchaser in accordance with clause 6.1, the Company shall be deemed to have complied with its obligations under the Contract and no claim by the Purchaser arising out of the Purchaser's rejection of the original Products shall lie against the Company.
- Retention of title
- Notwithstanding delivery and the passing of risk in any and all Products, or any other provision of the Conditions of Sale, the property in the Products shall not pass to the Purchaser until the Company has received in cash or cleared funds payment in full of the Price and of the price of all other goods agreed to be sold by the Company to the Purchaser for which payment is then due.
- Until such time as the property in the Products passes to the Purchaser, the Purchaser shall hold the Products as the Company's fiduciary agent and bailee and shall keep the Products separate from those of the Purchaser and third parties and properly stored, protected and insured and identified as the Company's property. Until that time the Purchaser shall be entitled to resell or use the Products in the ordinary course of its business but shall account to the Company for the proceeds of sale or otherwise of the Products whether tangible or intangible, including insurance proceeds and shall keep all such proceeds separate from any moneys or property of the Purchaser and third parties and, in the case of tangible proceeds, properly stored, protected and insured.
- Until such time as the property in the Products passes to the Purchaser (and provided the Products are still in existence and have not been resold) the Company shall be entitled at any time to require the Purchaser to deliver up the Products to the Company and if the Purchaser fails to do so forthwith to enter upon any premises of the Purchaser or any third party where the Products are stored and repossess the Products. Nothing in the Conditions shall prohibit the Company issuing proceedings to recover the Price , even where title to the Products has not yet passed.
- The Purchaser shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Products which remain the property of the Company but if the Purchaser does so all monies owing by the Purchaser to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable.
- Loss or damage
- From the time of receipt by the Purchaser until such time as payment shall be made for the Products, the Products shall be at the risk of the Purchaser and any loss of or damage to or deterioration of the Products from any cause whatsoever other than negligence of the Company shall be the responsibility of and be borne by the Purchaser.
- In the event of negligence by the Company being established the liability of the Company for such loss or damage mentioned in clause 8.1 above shall be limited to the invoice value of the Products save where such loss results from personal injury or death.
- All conditions and warranties whatsoever as to the quality and fitness for any particular purpose of the Products whether statutory or otherwise are hereby expressly excluded but every care will be taken to ensure that the Products will conform to the Company's standards or to specification (within the limits of reasonable commercial accuracy). The Purchaser's attention is particularly drawn to the possibility of variations between the brochure, whether on-line or in hard copy, and the actual Products. The Purchaser is not entitled to rely on any image so displayed and is deemed to have specifically requested and received direct from the Company precise details as to the colour and specification of the Products prior to the conclusion of the contract. Additionally, the Purchaser must follow any instructions given with Products and must ensure that they are drawn specifically to the attention of anyone having access to the Products.
- Except where express warranties are set out in these Conditions all warranties, conditions or terms of every kind whether implied by statute or common law or otherwise are hereby excluded to the fullest extent permitted by law provided that nothing in this Contract shall restrict or exclude liability for death or personal injury caused by the negligence of the Company or affect the statutory right of a Purchaser dealing as consumer.
- The Company shall not be liable for consequential loss or damage whatsoever whether caused by negligence or otherwise arising out of or in connection with the provision of any Products pursuant to this Contract and the total liability of the Company for any loss of the Purchaser in connection with this Contract shall not exceed the Price.
- On breach of the Conditions the Company reserves the right to withhold Products from the Purchaser and may invalidate any agreements for future supply, notwithstanding any contracts entered into by the Purchaser with a third party.
- This clause applies if:-
- the Purchaser makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being a firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
- an encumbrancer takes possession of, or a receiver is appointed to, any of the property or assets of the Purchaser; or
- the Purchaser ceases, or threatens to cease, to carry on business; or
- the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Purchaser and notifies the Purchaser accordingly.
- If this clause applies then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to determine the Contract or suspend any further provision of Products under the Contract without any liability to the Company, and if the Products have been provided but not paid for the Price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
- All headings are for ease of reference only and shall not affect the construction of this Contract.
- 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 separate and distinct and shall not affect any other provision of this Contract.
- Any indulgence by the Company to the Purchaser or any waiver by the Company of its rights, either under the Conditions or otherwise, in respect of a transaction or series of transactions shall not be deemed to be a waiver of the Company's rights in respect of any further transactions nor to be an agreement to confer the same indulgence in respect of any subsequent transactions.
- The Company shall not be liable for any default due to any act of God, war, strike, lock-out, industrial action, fire, flood, drought, tempest or other event beyond the reasonable control of the Company.
- The Contract shall be deemed to be made at the Company's registered office and shall be governed by English Law and all disputes arising out of this Contract shall be subject to the exclusive jurisdiction of the courts of England and Wales.
- Any notice under this Contract shall be effective if sent by first class post to the registered office of the Purchaser or Company (effective on the second day after posting) or by fax or e-mail to the last known fax number or e-mail address of the Purchaser or Company (effective 24 hours after being sent).
- The Purchaser acknowledges the fact that it has had the opportunity to read these Conditions prior to ordering from the Company and in proceeding warrants its belief that the Contract is reasonable in all of its terms.
The Prosol UK website is offered as a free service to you, the visitor.
Your use of this website and/or your acceptance of these terms, conditions, and notices contained herein without modifying them constitutes agreement by you to all such terms, conditions, and notices. Only those who accept these terms and conditions are authorised to use this website. Should you order goods from Prosol UK that transaction will be subject to additional terms and conditions, which you can see by clicking on 'Conditions of Sale' from the homepage.
The website is operated by Prosol UK Sales and Distribution Ltd (referred to in this agreement as Prosol UK) which has its registered office and principal place of business at 18-24 Gleadless Road, Sheffield, S2 3AB, South Yorkshire.
COPYRIGHT AND TRADEMARK NOTICES:
The Prosol logo is the property of Prosol UK. Other product and company names mentioned on the website or on other websites accessed through the website may be the trademarks of their respective owners.
All contents of this website are copyright © 2000-2017 Prosol UK No part of the site may be reproduced in any form whether electronically or otherwise without the prior consent of Prosol UK, other than temporarily as one single copy to print out for personal use, or in the cache of your computer in the course of using the Prosol UK service.
Prosol UK is registered in the UK under the Data Protection Act 1998. You consent to our use of any personal details you give us for our own internal administrative purposes, for marketing, and for release to third parties either for gain or without charge. Data could be transmitted outside the UK by us but we will at all times adhere to the data protection principles outlined in the Data Protection Act 1998. If you give us fax, phone or e-mail details you authorize us to contact you using that method. If you decide that you no longer wish us to communicate with you, or the details we hold on you change, or you decide to register with the Telephone Preference Service or Fax Preference Service in the UK or any equivalent you agree to tell us to enable us to update our records.
LIMITATION ON TYPES OF USE:
You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, products or services obtained from this website.
LIABILITY DISCLAIMER - PLEASE READ CAREFULLY AS THIS CLAUSE LIMITS YOUR ABILITY TO CLAIM DAMAGES:
The main purpose of the website is to bring together in an easily accessible form information from suppliers (including Prosol UK) to the UK motor trade for the convenience of the UK motor trade. Prosol UK is not able to verify the information which is supplied from other websites.
Prosol UK uses reasonable care to check the accuracy of information published on this website. You should note however that Prosol UK does not give any warranty that any information will be accurate or up to date and the user acknowledges that the information, products, and services published on this website may include inaccuracies or typographical errors. In particular and without limitation to the rest of this agreement Prosol UK is not able to guarantee that its service will continue or be accurate during time of server failure. Information contained in or accessible via the website changes periodically. Prosol UK and/or its respective suppliers may make improvements or alterations to this website at any time and without notice. Prosol UK is not responsible in any way whatsoever for the content of any site accessed using the Prosol UK website, nor (because of its links with numerous other web sites) can it warrant that use of the site will be free from virus contamination. You must make independent checks on the accuracy of any information obtained via the Prosol UK website before relying upon it and you should obtain adequate insurance to cover you from any harm that might result from use of any data provided by this site. Prosol UK is not in a position to know for what purpose you will use such data and so cannot insure against such loss.
In particular and without limitation on this agreement when considering the purchase of products marked with a red triangle you should be aware that further product sheets are available from Prosol UK covering health and safety procedures applicable to these products and you must read and understand these product sheets before attempting to use the materials to which they apply. If you use any products marked with a red triangle without reading Prosol UK's product sheets you agree to indemnify Prosol UK from any harm which might result.
Prosol UK and its suppliers make no representations about the suitability of the information, products, and services contained on or accessed via this website for any purpose. All warranties, terms and conditions with regard to this information, products, and services, including all warranties, terms and conditions, implied by statute, collaterally or otherwise, of satisfactory quality, fitness for a particular purpose, title, and non-infringement are excluded to the fullest extent permitted by law. Neither Prosol UK nor its suppliers shall in any event be liable for any damages (whether indirect, incidental, special, consequential or otherwise) arising out of or in any way connected with the use of this website or with any delayed access to or inability to use this website, or for any information, products, and services obtained through this website, or otherwise arising out of the use of this website, whether based on contract, tort, strict liability or otherwise, even if Prosol UK or any of its suppliers has been advised of the possibility of damages. This does not affect the statutory rights of any person dealing as a consumer nor shall anything in these terms and conditions exclude or limit liability for death or personal injury caused by negligence or for fraudulent misrepresentation.
LINKS TO THIRD-PARTY SITES:
This website may contain hyperlinks to websites operated by parties other than Prosol UK. Such hyperlinks are provided for reference only. Prosol UK does not control such websites and is not responsible for their contents. The inclusion of hyperlinks to such websites does not imply any endorsement of the material on such websites or any association with their operators. In particular and without limitation to the rest of this agreement Prosol UK has no control over any news groups, chat rooms or e-mail discussion forums which you may come across via this site. Additionally, and again without limitation to the rest of this agreement, you should not download phonographic work or films from the internet without first checking that it is legal to do so in your jurisdiction. Prosol UK reserves the right to remove any such hyperlink at any time and without notice and shall not be obliged to give a reason for doing so. If you become concerned about the content of a site linked to or from the Prosol UK site (or anything on the Prosol UK site), please inform Prosol UK immediately via e-mail to firstname.lastname@example.org
MESSAGES FROM PROSOL UK AND ITS OPERATIVES:
Any e-mail or other form of communication between representatives of Prosol UK and other parties will be deemed covered by the terms of this agreement.
NO UNLAWFUL OR PROHIBITED USE:
As a condition of your use of this website, you warrant to Prosol UK that you will not use this website for any purpose that is unlawful or prohibited by these terms, conditions, and notices.
In proceeding to view this site you agree that there may be variations between the products shown on the site and the actual products themselves. In particular the reproduction of colours on the internet cannot be guaranteed and items may appear larger or smaller when photographed and placed onto the site. If you would like to know the exact colour or dimensions of an item at any time please e-mail email@example.com with a contact telephone number and the product code of the item you are enquiring about.
OTHER GENERAL TERMS:
This agreement is governed by the laws of England, where the website originates and is designed to be accessed and is deemed to be made in Sheffield, England. You hereby consent to the exclusive jurisdiction of the English courts in all disputes arising out of or relating to the use of this website. Use of this website is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Prosol UK as a result of this agreement or use of this website. Each and every provision of these terms and conditions is separate and severable. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set out above, then the validity and enforceability of the remainder of the terms and conditions shall not be affected.
This agreement constitutes the entire agreement between the customer and Prosol UK with respect to this website and it supercedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and Prosol UK with respect to this website. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
You have the opportunity to take independent legal advice on the terms of this agreement before continuing to use the Prosol UK website. In proceeding you warrant that you believe these terms to be reasonable in their entirety. If you would like to see a copy of this agreement in another language prior to proceeding please tell us immediately. Any rights not expressly granted herein are reserved. You will be responsible for all charges, fees, duties, taxes, and assessments arising out of the use of this website.
VARIATION OF THESE TERMS AND CONDITIONS:
Prosol UK reserves the right to change the terms, conditions, and notices under which this website is offered. We will do this by altering the agreement on our website and this alteration will then be of immediate effect.