It is important that you (the Customer) has read the Terms of Sale (below) before signing this form. By signing this Form, the Customer unconditionally accepts that the Terms of Sale shall be the only ones that apply to all Orders that are made by the Customer.
TERMS OF SALE OF J.W. PIKE LTD
1. INTERPRETATION 1.1 The definitions in this clause apply in the terms and conditions set out in this document: Agreement: the Terms, as well as any additional or supplementary terms that may be contained in Orders from time to time. Customer: the party accepting this Agreement with J.W. PIKE. Goods: products that we are selling to you as set out in an Order. Order: an order for Goods submitted by you to us by telephone and/or by email in accordance with the price lists provided by us to you by fax and by email. Terms: the terms and conditions set out in this document. we, us, our, ours: Pike. J.W. PIKE Ltd (a company registered in England and Wales with number 11178500 of address 9B, Eley Road, Eley trading Estate, London N18 3BB, Writing: or written includes faxes and e-mail. you, your, yours: the Customer 1.2 Headings do not affect the interpretation of these terms.
2. BASIS OF SALE
2.1 These Terms, and any terms set out in Orders, shall set out the whole agreement between you and us for the sale of Goods. Please ensure that you read and understand these Terms before you submit any Order and ensure that all Orders are complete and accurate, as you will be obliged to pay for all Orders that you submit and will be bound by these Terms in respect of all such Orders.
2.2 Any descriptions, photographs or advertising we issue or illustrations contained in our brochures or website are issued or published solely to provide you with an approximate idea of the Goods they describe. Such representations do not form part of the agreement or any other contract between you and us for the sale of Goods.
2.3 If any of these Terms are inconsistent with any term contained within an Order, the terms contained in the Order shall prevail.
2.4 These Terms shall become binding on you and us when we receive your first Order by telephone and/or email (whichever is first) and confirm our acceptance of it to you.
2.5 You may place Orders up to the amount of the monthly credit limit we have agreed with you (the "Credit Limit"). We shall not accept your Order if any such Order received by us would result in you exceeding your Credit Limit. If for any reason an Order is processed which results in your Credit Limit being exceeded then the excess, together with any interest payable must be repaid in full upon request by us.
2.6 Any price list provided for the Goods is given on the basis that a binding contract shall only come into existence in accordance with clause 2.4. Such price list shall be valid for a period of seven calendar days from its date of issue, unless we notify you in writing that we have withdrawn it during this period or issue a new price list to you in that time.
2.7 You may amend or cancel an Order up to 4 hours after ordering by telephone and/or email (whichever is first). If you amend or cancel an Order, your liability to us shall be limited to payment to us of all costs we reasonably incur in fulfilling the Order until we receive your amendment or cancellation.
2.8 We have the right to revise and amend these Terms and to vary your Credit Limit from time to time by giving you such notice as required by law.
3. THE GOODS
3.1 We warrant that on Delivery, the Goods shall (a) confirm in all material respects with their description subject to any qualification or representation contained in the brochures, advertisements or other documentation; (b) be fit for any purpose we say the Goods are fit for; and (c) comply with all applicable statutory and regulatory requirements for selling the Goods in the United Kingdom.
3.2 This warranty does not apply to any defect in the Goods arising from wilful damage, accident, negligence by you or any third party. 3.3 We will take reasonable steps to pack the Goods properly and to ensure that you receive your Order in good condition.
3.4 These Terms apply to any replacement Goods we supply to you in the unlikely event that the original Goods are faulty or do not otherwise conform with these Terms.
4.1 We will deliver the Goods to you on or before the date specified in the Order.
4.2 Delivery of the Order shall be completed when we deliver the Goods to your premises or any other premises designated by you in the relevant Order (“Delivery”).
4.3 The Goods will be your responsibility from the time of Delivery and all title in the Goods shall pass at such time.
4.4 We will take reasonable steps to meet the delivery date set out on the Order or as otherwise agreed between us in writing. However, occasionally Delivery may be affected by factors beyond our control and so cannot be guaranteed. We will exercise our reasonable endeavours to let you know if we become aware of an unexpected delay and will arrange a new delivery date with you. For avoidance of doubt, time shall not be of the essence for the purposes of this agreement.
4.5 If you fail to take Delivery of an Order then, except where this failure is directly caused by our failure to comply with these Terms, we shall have no liability to you for late delivery.
4.6 If you have not taken Delivery within two calendar days of the delivery date we shall have the absolute discretion to resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, charge you for any shortfall below their price.
5. DEFECTIVE GOODS & RETURNS
5.1 In the unlikely event that Goods do not conform to the specification set out in the relevant Order, please let us know as soon as possible after delivery, and in any event no later than 12 hours from the time of Delivery, failing which you shall be deemed to have accepted the Goods.
5.2 If the Goods do not confirm with clause 3.1 and you notify us within the period specified in clause 7.1, we will replace all validly rejected Goods or, if replacement Goods are not available we will provide you with a full refund in respect of these Goods. Once we have complied with the replacement or refund, we shall have no further liability to you in respect of any failure of the rejected Goods to comply with clause 3.1.
5.3 By accepting Delivery (and not rejecting the Products in accordance with clause 3.1), you acknowledge that the Goods are fit for their purpose. We shall not be liable for any claim or action that results from or is based on the consumption of such Goods, and you shall indemnify us and keep us fully indemnified against any and all such claims or actions arising from claims which relate to Goods provided to you.
6. PRICE & PAYMENT
6.1 The price of the Goods shall be as set out in the price list we provide to you from time to time.
6.2 It is always possible that, despite our best efforts, some of the Goods we sell may be incorrectly priced. If the correct price of the Goods is higher than the price stated on the latest price list, we will normally, at our discretion, either contact you for instructions before dispatching the Goods, or reject the Order and tell you.
6.3 We typically invoice for Goods on the day that those Goods are sold, but reserve the right to invoice you for the Goods on or at any time after Delivery. Payment for all Goods must be made in full and in cleared funds within 30 days of the date of the relevant invoice (the “Due Date”). Payment shall be made to the bank account nominated in writing by us.
6.4 If you do not make any payment due to us by the Due Date, we may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of Barclay Bank plc from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with the overdue amount. 6.5 Without limiting any other remedies or rights that we may have, if you do not pay us on time, we may, at our absolute discretion, cancel or suspend your Credit Limit and any other outstanding Order until you have paid the outstanding amounts.
7. LIMITATION OF LIABILITY
7.1 We shall not be responsible for losses that result from our failure to comply with these Terms including, but not limited to, any direct: 7.1.1 loss of income;
7.1.2 loss of revenue;
7.1.3 loss of business;
7.1.4 loss of anticipated savings;
7.1.5 loss of the use of money;
7.1.6 or any waste of time; or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses howsoever incurred and whether or not such loss was foreseeable by either party.
7.2 Subject to clause 7.1 our total liability to you, whether in contract, tort (including negligence) for breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited, in response of all claims (connected or unconnected) in any consecutive 12 (twelve) month period, to the equivalent of twice the total value of any charges paid by you to us in respect of Orders within that period of time.
7.3 This clause does not include or limit in any way our liability for (a) death or personal injury caused by our negligence; or (b) fraud or fraudulent misrepresentation.
8. EVENTS OUTSIDE OUR CONTROL
8.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by events outside our reasonable control (a “Force Majeure Event”).
8.2 A Force Majeure Event includes any act, event, non-occurrence, omission or accident beyond our reasonable control and includes, in particular (without limitation), strikes, lock-outs or other industrial action; or civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, or fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster; or impossibility of the use of railways, shipping, motor transport or other means of public or private transport; or impossibility of the use of public or private telecommunication networks.
8.3 Our obligations under these Terms are suspended for the period that the Force Majeure Event continues, and we will have an extension of time to perform these obligations for the duration of that period. We will take reasonable steps to bring the Force Majeure Event to a close or to find a solution by which our obligations under these Terms can be performed despite the Force Majeure Event.
9.1 You may not transfer any of your rights or obligations under these Terms to another person without our prior written consent, which we will not withhold unreasonably. We may transfer all or any of our rights and obligations under these Terms to another organisation, but this will not affect your rights under these Terms.
10.1 Each party undertakes that it shall not at any time during this agreement and for a period of two years after termination disclose to any person any confidential information disclosed to it by the other party concerning the business or affairs of the other party, including but not limited to information relating to a party's operations, processes, product information and prices of Goods, market opportunities and customers (Confidential Information), except as permitted by clause 10.2.
10.2 Each party may disclose the other party's Confidential Information to (a) its employees, officers, agents, consultants or sub-contractors (Representatives) who need to know such information for the purposes of carrying out the party's obligations under these Terms, provided that the disclosing party takes all reasonable steps to ensure that its Representatives comply with the confidentiality obligations contained in this clause 10.2 as though they were a party to this agreement. The disclosing party shall be responsible for its Representatives' compliance with the confidentiality obligations set out in this clause; and (b) as may be required by law, court order or any governmental or regulatory authority.
10.3 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in this agreement are granted to the other party or to be implied from these Terms.
11.1 Either party may give notice to the other at either the email or postal address customarily used by the other party. Notice will be deemed received and properly served at the time of transmission where an email is sent or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that the letter was properly addressed, stamped and placed in the post; or in the case of an e-mail that that e-mail was properly transmitted via the internet.
12.1 If any court or competent authority decides that any of the provisions of these Terms are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.
12.2 If we fail, at any time while these Terms are in force, to insist that you perform any of your obligations under these Terms, or if we do not exercise any of our rights or remedies under these Terms, that will not mean that we have waived such rights or remedies and will not mean that you do not have to comply with those obligations. If we do waive a default by you, such waiver will not mean that we will automatically waive any subsequent default by you. No waiver by us of any of these Terms shall be effective unless we expressly say that it is a waiver and we tell you so in writing.
12.3 A person who is not party to these Terms shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.
12.4 These Terms shall be governed by English law and we both agree to the non-exclusive jurisdiction of the English courts.
We hereby agree to the Terms of Sale set out above.