“the Company” – Means Typharm Limited, a company registered in England and Wales under Company number 008946111 whose registered office is at Unit 1, 39 Mahoney Green, Rackheath Industrial Estate, Norwich, Norfolk, NR13 6JY.
“the Customer” – Means the body, company, organisation, partnership or individual who is supplied with Goods by the Company and who are bound by these terms and conditions.
“Contract” – Means a contract for the sale of Goods by the Company to the Customer which incorporates these terms and conditions.
“Goods” – Means any goods which the Company agrees to supply to the Customer and any part or parts thereof.
“Order” – Means an order for Goods placed with the Company or its authorised representatives and Associated Companies.
“Associated Companies” – Means in relation to a party, any company, organisation partnership or individual controlled by, controlling or under common control with that party, control being the ownership of greater than fifty per cent (50%) of the voting shares or interest of such entity, or such other relationship as, in fact, constitutes de facto control.
“Normal Business Hours” – Means Monday to Friday between 09.00 hrs and 17.00 hrs excluding public holidays.
The headings in these terms and conditions are intended for reference only and shall not affect their construction.
These terms and conditions will apply to all Orders placed by the Customer and shall prevail over and operate to the exclusion of any other terms and conditions issued by the Customer or otherwise implied.
All descriptions, illustrations, and specifications contained in any of the Company’s authorised brochures, price lists, websites or any other media whatsoever are for illustration only and shall not form any part of any Contract.
These terms and conditions may only be amended by an officer of the Company; no employee, representative, agent, or salesperson has the Company’s authority to vary, amend or waive any of these terms and conditions on behalf of the Company.
Goods that are supplied by the Company to the Customer shall remain at all times the property of the Company until full payment for such Goods and all other sums due to the Company from the Customer has been received by the Company in cleared funds.
The Customer agrees:
The Customer may sell Goods supplied by the Company in the normal course of business as an agent and bailee for the Company, the proceeds from such sales to be held separately to the account of the Company up to the amount of the full purchase price of the Goods sold.
The Customer’s right to sell Goods for which it has not paid the Company in full shall terminate immediately upon any one of the following occurrences;
The Customer shall immediately notify the Company on the occurrence of any event(s) set out in Condition 3.4 and the Customer hereby grants an irrevocable licence to the Company and/or its agents to enter the Customer’s premises immediately upon it becoming aware of any of the occurrences set out in Condition 3.4 above for the purpose of taking possession of Goods constituting the Company’s property.
A quotation given by the Company shall not constitute an offer. An Order placed by the Customer shall constitute an offer which shall be deemed to have been accepted by the Company and a Contract formed at the point of despatch of the Goods to the Customer by the Company.
Any Order shall be accepted by the Company at its sole discretion and the Company reserves the absolute right to reject all or part of any Order placed by the Customer.
Notwithstanding that a Contract may not have been formed, the Customer acknowledges that the Company may incur costs and expenses in the course of processing an Order. As such, if an Order, having been placed, is cancelled at any time the Customer hereby agrees to indemnify the Company in full for any and all losses, costs, damages, charges, expenses and/or lost profits that the Company may suffer as a result of such cancellation.
Unless expressly agreed by the Company, delivery of each Order placed will be made to the Customer’s normal place of business (as communicated to the Company by the Customer) during Normal Business Hours.
Any dates and/or times specified for delivery are intended to be an estimate only and time shall not be deemed to be of the essence.
The Company reserves the right to deliver all or any part of the Goods in instalments at its discretion.
On delivery of the Goods to the Customer, the Goods shall be held at the Customer’s sole risk and the Customer warrants that they will insure such Goods to their full market value against all risks of loss or damage to the Goods.
The Customer agrees to provide adequate and safe access to the Customer’s property whilst the Company’s employees are visiting the Customer’s property and the Customer warrants that they have fully complied and will continue to fully comply with any and all statutory obligations that they have towards all such visitors.
If the Customer for any reason fails or is unable to accept delivery of Goods in accordance with these terms and conditions, the Goods will have deemed to have been delivered (with the risk in them passing to the Customer) and the Company may invoice the Customer and the Company may:
The signature on the delivery note or electronic hand held device by any person at the delivery address will be evidence that the Customer has accepted the delivery of the Goods.
Any shortages or errors in or damage to or non-delivery of any Order must be notified to the Company within 3 days of the date of delivery.
Under normal circumstances the Company does not accept the return of any Goods that are returned by the Customer for credit.
The Company is not liable to the Customer for:
If liability is accepted by the Company under Condition 7.1 the Company’s only obligation is at its option:
The Company is not liable for any loss, damage or liability of any kind suffered by any third party directly or indirectly caused by any alterations to the Goods (including alterations to the packaging contrary to the Company’s or the manufacturer’s instructions) carried out without the Company’s prior written approval.
The Company’s aggregate liability to the Customer under a Contract whether for negligence, breach of contract, breach of statutory duty, misrepresentation, restitution or otherwise shall in no circumstance exceed the cost of the defective, damaged, or undelivered Goods which give rise to such liability as determined by the net price invoiced to the Customer in respect of any occurrence or series of occurrences.
All conditions, warranties and representations expressed or implied by statute, common law or otherwise in relation to the Goods (save for the conditions implied by Section 12 of the Sale of Goods Act 1979) are excluded from each Contract to the fullest extent permitted by law.
Nothing in these terms and conditions excludes or limits the Company’s liability:
The Company is not liable for any direct, indirect, special, or consequential liabilities, losses, charges, damages, costs, and expenses suffered by the Customer howsoever caused and including, without limitation, pure economic loss, loss of anticipated profits, goodwill, revenue, reputation, anticipated savings, management time, business receipts or contracts or losses or expenses resulting from third party claims.
The price of Goods is net of VAT which, where applicable, will be added to the price at the appropriate rate in force at the date the Order is placed.
The Company will make every reasonable effort to maintain competitive pricing and discounts however the Company reserves the right to alter such prices and discounts at any time before Goods are delivered upon giving prior notice to the Customer.
Payment for all Goods provided by the Company is due by the last working day of the month following the invoice date. Any payment that is due from the Customer that is overdue by 7 calendar days or more will attract interest at 8% above the base lending rate of NatWest Bank Plc accruing on a daily basis from the first day that any such payments were due.
The Customer shall pay the full amount shown on the invoice due without making any deductions or offsets for any reason whatsoever unless previously agreed and authorised by the Company. Agreed settlement discounts may be deducted but on the strict understanding that this is only allowed if payment is made by the date on which payment is due.
The Company reserves the right to charge the Customer for the supply of any duplicate documentation requested by the Customer.
The Customer agrees to provide the Company with all necessary assistance in the event of a product recall. The Company agrees to be responsible for the collection of Goods subject to such a recall and the Customer agrees that their account will only be credited after credit for such Goods has been received by the Company from the relevant supplier.
Should the Company be prevented from performing any of its obligations under these terms and conditions for any reason whatsoever that is beyond its reasonable control (“an Event of Force Majeure”), it shall be under no obligation or liability to the Customer in respect of any such non-performance and it shall be entitled, at its option, to amend, delay or terminate any Order affected by such Event of Force Majeure.
On or at any time after the occurrence of any of the events in Condition 11.2, the Company may:
The events are:
Upon termination of a Contract pursuant to this Condition 11, any indebtedness of the Customer to the Company becomes immediately due and payable and the Company is relieved of any further obligation to supply Goods to the Customer pursuant to any Contract.
Any intellectual property rights created or developed by the Company in the course of the performance of any Contract shall remain the sole property of the Company and nothing in these terms and conditions shall be deemed or interpreted to give the Customer a licence or any other right to use any of the intellectual property rights of the Company.
Any rights and remedies of the Company arising under any Contract shall not be diminished waived or extinguished by any indulgence forbearance extension of time for any period by the Company nor by any failure or delay by the Company in exercising any such rights or remedies.
The Customer shall not be entitled to assign, charge, subcontract or transfer any Contract or any part of any Contract without the prior written consent of the Company. The Company may assign, charge, subcontract any Contract or any part of any Contract at its sole discretion.
The information that is provided by the Customer will be used by the Company for the purpose of managing the Customer’s account. The Customer consents to all such information and all ordering data being used by the Company and consents to allow such information being passed onto third parties.
If any Condition is held to be invalid or unenforceable whether wholly or partially for any reason, such Condition shall be deemed severable to the extent that such invalidity requires it, and the other Conditions shall not be affected.
The waiver by either party of any breach of a Contract shall not prevent the subsequent enforcement of that breach. No waiver of these terms and conditions shall be effective unless written and signed and agreed by both parties.
The construction validity and performance of these terms and conditions shall be governed by English law and subject to the exclusive jurisdiction of the English courts.
No person who is not a party to any Contract or these terms and conditions is entitled to enforce any of its terms whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.