TERMS & CONDITIONS
Terms and Conditions of Perudo Realisations Ltd with Company number 08655127 and registered for VAT purposes with number 169028982 and Perudo registered for VAT purposes with number 294010773 and both of physical and registered address of Outgang Road Baston Peterborough PE6 9PT (“we” or “us”). For the purposes of these terms and conditions, i.e. both (A) and (B): “Perudo” (“we” or “us”) means as appropriate Perudo or Perudo Realisations Ltd and the partners directors shareholders employees and staff comprising either of the firms; “the Buyer” (“you”) means any firm company consumer or individual or their nominated agent from whom an order for goods or services is submitted; “Party” means either you or us; “Parties” means you and us; “Writing” means letter, fax or email; “Confidential Information” means all information supplied by the Buyer to Perudo required in connection with any order for goods or services.
TERMS AND CONDITIONS (A) BESPOKE WORK – PERUDO SUPPLY BESPOKE PRODUCTS MADE TO CUSTOMERS’ ORDERS AND SPECIFICATIONS
1 General (A)
1.1 “goods and services” and the same terms used severally shall mean without limitation all items products and works supplied prepared made undertaken or manufactured by Perudo in connection with the fulfilment of any order received from a Buyer.
1.2 “quoted price” unless otherwise specified means the price stipulated in Perudo’s acknowledgement of any order. Quoted prices are given on the understanding that the designs or patterns to be provided by the Buyer will be ready and suitable for immediate use by Perudo without further works or alterations and may therefore be subject to revision if designs and patterns are received which will require additional services. Unless otherwise agreed in writing quoted prices are valid for three months from the date of quotation.
1.3 “unit price” means the price for each unit of manufacture quoted by Perudo in acknowledging any order for goods or services. Unit Price is subject to revision on not less than 30 days prior notice in writing being given by Perudo to the Buyer.
1.4 “storage” means the storage of patterns moulds and other items not in current use but held for or on behalf of the Buyer. Where any such item remains unused for any period exceeding three months storage charges will be levied at a rate to be notified to the Buyer. Finished goods ordered but uncollected four weeks after notification that the goods are ready for delivery will also be subject to storage charges.
1.5 “additional services” means without limitation any works undertaken by Perudo including but without limitation initiation amendments and modifications post-finishing and storing amending altering or providing moulds or products and packaging and delivery services for the Buyer and such additional services will be invoiced in addition to any quoted or unit price. Where additional services would not ordinarily have been envisaged to be necessary and were not included in any quoted or unit price such additional services will not be undertaken by Perudo without prior notification to the Buyer and wherever possible quoted prices will be formally revised prior to additional services being undertaken.
2 Conditions Applicable (A)
2.1 These conditions shall apply to all contracts for the manufacture sale and supply of goods by Perudo to the Buyer to the exclusion of all other terms and conditions including any terms and conditions which the Buyer may purport to apply under any purchase order confirmation of order or similar document.
2.2 All orders for goods or services shall be deemed to be an offer by the Buyer to Perudo to commission the production of moulds and/or to purchase goods or services including where appropriate additional services and storage from Perudo pursuant to these Conditions.
2.3 The posting or other delivery of Perudo’s written acknowledgement of acceptance of an order for goods or services and/or delivery of the goods or services including where appropriate additional services and storage shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.
2.4 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by Perudo.
3 Warranties (A)
3.1 The Buyer warrants that all intellectual property copyright or design rights in the items commissioned for manufacturing by Perudo are duly vested or licensed to it and cover all activities Perudo will undertake for the Buyers and that it will fully indemnify Perudo against all claims costs demands and liabilities incurred by Perudo arising from any breach or alleged breach of any such rights.
3.2 Perudo warrants that the intellectual property copyright or design rights in the items commissioned for manufacturing by Perudo will be treated as Confidential information.
4 Limitations of Perudo’s liability (A)
4.1 Perudo’s liability to the Buyer in respect of any order or for any losses shall not exceed the amount originally paid for the goods or services supplied or contracted for by Perudo.
4.2 In no event will Perudo be liable to the Buyer for any indirect or consequential damages even if Perudo has been advised of the possibility of such damages. In particular, Perudo accepts no liability for any finished product made with goods supplied by it.
4.3 Perudo uses every reasonable endeavour to ensure that products it manufactures are of appropriate quality for the purposes notified to it but Perudo does not accept any liability arising from the use or employment of products produced by it otherwise than as may have been notified to it nor in circumstances where the design sample or concept provided to Perudo by the Buyer is inadequate or defective.
4.4 Provided that any applicable storage charges are promptly paid Perudo will take reasonable care of patterns moulds or other property belonging to the Buyer at its premises but does not accept any liability for non-negligent loss damage or expenses to such items. Where damage to any such items are the subject of a valid insurance claim by Perudo the insurance monies will be laid out at Perudo’s sole discretion in providing repairs replacements or a compensatory payment not exceeding the value of the item claimed for as assessed by the insurers. Perudo does not undertake to insure property of the Buyer nor does it warrant that any insurance it may effect of items in its care will be adequate.
4.5 Nothing in these terms shall limit Perudo’s liability for fraudulent misrepresentation or its liability to you in the event of death or personal injury resulting directly from Perudo’s negligence.
4.6 Perudo shall not be liable for any failure or delay in performance of these terms or any order which is caused by circumstances beyond its reasonable control including without limitation any labour disputes between Perudo and its employees.
4.7 The Buyer hereby acknowledges and agrees that the limitations contained in this clause are reasonable in light of all the circumstances.
5 Passing of Property and Risk (A)
5.1 The risk in any completed goods shall be deemed to pass to the Buyer upon the first to occur of the goods being invoiced by Perudo, collected by or delivered to the Buyer or consigned to a carrier for transmission to the Buyer in accordance with the terms of any order.
5.2 Property in any completed goods shall be deemed to pass to the Buyer upon payment
5.3 For the purposes of this clause the Buyer shall include the Buyer’s nominated recipient where delivery is required to be made to any third party.
6 Prices and Payment (A) – Time shall be of the essence of these terms and conditions as regards any time, date or period mentioned herein or subsequently substituted as a time, date or period by agreement in writing between the parties.
6.1 Payment (in whole or in part at Perudo’s sole discretion) for the manufacture or supply of moulds is required with the Buyer’s order. Payment for manufacture or supply of goods or the provision of services including additional services and storage is due unless otherwise agreed in writing within 30 days of invoice by Perudo.
6.2 Payments for additional services and storage where applicable will be the subject of separate quotation.
6.3 If any order is cancelled before being completed Perudo shall be entitled to charge for all works carried out to the date of cancellation on a pro rata basis and for all materials obtained on a full indemnity basis.
6.4 All Prices do not include VAT which will be charged in addition to all Prices.
6.5 All Payments are required to be made in Stirling and will be deemed to be made upon the date when Perudo obtains cleared funds.
6.6 Interest may be charged on late Payments at the rate of 5% per month or part of a month over Barclays Bank base rate for the time being until payment is made or, if greater, such sums as Perudo shall be entitled to claim under the provisions of the Late Payment of Commercial Debts (Interest) Act 1998.
6.7 Perudo may withhold goods or services and decline orders including further orders for additional products from existing moulds without notice where any Payment is overdue
6.8 Perudo shall be entitled to exercise a lien against any mould or goods in its power possession or control until all Payments including where applicable interest and storage charges have been made in full.
6.9 If Perudo shall agree to afford credit facilities to the Buyer such credit facilities may be reviewed withdrawn or altered at any time by notice given by Perudo to the Buyer. If the terms of any credit facility are breached by the Buyer Perudo reserves the right to withhold goods or services in the manner set out in clauses 6.7 and/or 6.8 hereof until the credit facility is brought back within agreed limits or at Perudo’s sole option all Payments due have been made in full.
6.10 No deductions or set-offs from the Payments are permitted
7 Governing Law and Jurisdiction (A)
7.1 These terms and conditions shall be governed by and construed in accordance with the laws of England and Wales.
7.2 Each party to any agreement governed by or incorporating these terms irrevocably agrees to submit to the exclusive jurisdiction of the Courts of England and Wales over any claim or matter arising under or in connection with such agreement these terms and conditions or any other agreement or legal relationship governed or intended to be governed by these terms and conditions.
TERMS AND CONDITIONS (B) DIRECT SALE – PERUDO ALSO SUPPLY GOODS FOR DIRECT SALE WHICH ARE NOT BESPOKE OR SPECIAL ORDER. THESE TERMS WILL APPLY TO ALL YOUR PURCHASES OF SUCH GOODS, WHETHER YOU ARE ORDERING BY TELEPHONE, BY MAIL, OR ONLINE
Please read this section carefully before placing any order. We may change these terms from time to time. Please check them before you make another purchase.
8 GENERAL (B)
8.1 ‘Goods’ means the items to be supplied by Perudo under these conditions.
8.2 The contract for supply of Goods (Contract) will be formed when you accept our quotation or we accept your order. Once the Contract has been formed with you we will file it in electronic or paper copy for our records.
8.3 In deciding whether to accept your order we may carry out a credit check and then will only accept your order if we are satisfied with the results of such check. You confirm that you are happy for us to carry out such check.
8.4 These conditions may only be changed in a document signed by one of our partners.
8.5 These conditions and any matters referred to on our quotation or order acknowledgement (as appropriate) form the entire understanding between you and us and supersede any prior promises, representations (unless fraudulent) or undertakings.
8.6 Any omission or error in any sales literature, web page or site, order form, quotation, price list, order acknowledgement, despatch note, invoice or other document issued by us may be corrected by us without liability.
8.7 By accepting the Contract you are confirming that you are the Buyer.
8.8 The Provisions of the Contracts (Rights of Third Parties) Act 1999 are expressly excluded from the Contract so that no third party may claim any rights under this contract.
8.9 Clause headings are for convenience only and do not affect the interpretation of these conditions. Words in the singular include the plural and vice versa.
9 WARRANTY (B)
9.1 If the Goods which you purchase from us are faulty or do not do what we say in Writing that they will do, you should notify us within 3 working days of delivery or within 14 days of delivery for defects which are not apparent to you on an inspection of the Goods. We will examine the Goods and, if the Goods are faulty or do not do what we say in Writing that they will do, will, at our option, either remedy the defect in question, replace the defective Goods or refund the price of the defective Goods, subject to 9.4 below.
9.2 The warranty in 9.1 above does not apply to faults which have been caused by your mis-use and/or neglect of the Goods or by accidents caused while the Goods are in your possession.
9.3 Where you return Goods under condition 9.1 we will pay for the delivery of any repaired or replacement Goods to you and will, where you have returned Goods to us within 28 days of delivery, reimburse your reasonable postage costs in returning the goods. We will not be liable for any delivery costs where you are not entitled to return the Goods to us under these conditions or by law.
9.4 You must return all Goods to us within 28 days of delivery and in their original packaging in substantially the same condition as you bought them and you should ensure that all returned Goods bear a return identification number clearly visible on the exterior (such number may be obtained from us prior to return of the Goods by you).
10 YOUR RIGHT OF CANCELLATION (B)
10.1 Under the United Kingdom’s Distance Selling Regulations, you have the right to cancel the Contract for the purchase of any of the Goods (save for any Goods made to special order) within 7 working days of delivery. A working day is any day other than weekends and bank or other public holidays. We will be happy to exchange the Goods or provide you with a full refund provided that, where delivery has taken place, you have returned the Goods to us in the same condition that they were delivered and subject to 10.2 below. We regret that we cannot accept the return of Software sent to you sealed which has been opened. This right of return is in addition to any other rights, warranties or conditions available to you.
10.2 If you exercise your right of cancellation after the Goods have been delivered to you, please call our offices on 01778 560056 and obtain a returns number. We would then ask you to package the Goods securely in the original packaging. Please record the returns number on a label attached to the outer packaging i.e. please do not write on or damage the box. The return address is: PERUDO, OUTGANG ROAD, BASTON, PETERBOROUGH, PE6 9PT, England.
10.3 For your protection, we recommend that you use a recorded delivery service. Please note that you will be responsible for the costs of returning the Goods to us unless we delivered the items to you in error or the Goods are faulty. If you do not return the goods as required, we may charge you a sum not exceeding the direct costs of recovering the Goods.
10.4 Save for Goods returned under 9.1 above, returned Goods will only be accepted by us if they are in a sound and resalable condition. Whether Goods are sound and resalable shall be for the sole decision of us.
11 LIMITATION OF LIABILITY (B)
11.1 We will not be liable to you by way of representation (unless fraudulent), common law duty or under any express or implied term of the contract for:
11.1.1 any losses which are not foreseeable by both Parties when the Contract is formed arising in connection with the supply of Goods and related services or their use by you;
11.1.2 any losses which are not caused by any breach by us;
11.1.3 business or trade losses.
11.2 Our entire liability in connection with the Contract will not exceed the purchase price of the Goods in question.
11.3 Nothing in this Contract means that our liability to you for death or personal injury resulting from our negligence or that of our employees, agents or subcontractors is limited.
12 PRICE (B)
12.1 The price for the Goods is stated on our quotation or order acknowledgement (as appropriate). Unless otherwise stated, all prices are in £ sterling, are exclusive of VAT and delivery and the costs of packaging and insurance, all of which will be added to or charged on invoices at the appropriate rates and paid by you.
12.2 We may vary the price where the cost to us of acquiring or supplying the Goods is increased between the date of quotation or order acknowledgement (as appropriate) and delivery and including, without limitation, increases in the cost of carriage, packaging or insurance or arising from a change in exchange rate a change in delivery date, quantities or specifications for Goods requested by you or delay caused by your instructions PROVIDED THAT we will notify you in writing in good time prior to delivery of such price increases and you may cancel your order within 7 working days of this notice if you are unhappy with the price increases.
13 PAYMENT (B)
13.1 Unless we agree otherwise in Writing, you must pay for Goods prior to their despatch to you by such means as we may notify you of. Where the Goods are supplied on credit terms granted at our discretion, payment will be made by you within 30 days of our invoice date. Payment by cheque is deemed to have been made only upon such cheque being met on first presentation.
13.2 Where you do not make any payment to us under the Contract by its due date then, we may, in addition to any other rights which we have under this Contract:
13.2.1 charge interest on the outstanding amount (as well after as before judgement) on a day to day basis at an annual rate of 4% above Barclays Bank Plc’s base rate from time to time applicable until the sum due is paid;
13.2.2 withhold further deliveries, suspend performance of the Contract until arrangements as to payment or credit have been established on terms which are satisfactory to us.
14 DELIVERY (B)
14.1 We will deliver the Goods to the place designated by you in the UK in the accepted order or quotation, as appropriate, during normal business hours.
14.2 Unless otherwise expressly agreed in writing, any delivery date or time specified by us in any quotation, despatch note or otherwise is a best estimate only and we will not be liable to you for any loss or damage sustained by you if we fail to meet that time scale because of circumstances beyond our reasonable control.
14.3 If you become unable to pay your debts (or have no reasonable prospect of so doing), make an arrangement with your creditors, suffer a bankruptcy order or breach you payment obligations under the Contract, then we may, as well as any other rights which we have under this Contract, immediately terminate the Contract and suspend or cancel further delivery.
15 RISK AND TITLE (B)
15.1 Ownership of the Goods and the risk for damage to the Goods will pass to you upon delivery.
15.2 If you fail to pay for any Goods in accordance with these conditions we may bring action against you for the price of the Goods at any time.
16 DAMAGE OR LOSS IN TRANSIT (B)
16.1 We shall repair or replace, free of charge any Goods damaged or lost in transit where delivery has been made by our carrier, provided that you give us written notification of such damage or loss within 7 days of the date of our invoice (so that we may comply with our carriers conditions of carriage).
17 INSTALLATION AND SERVICING (B)
17.1 We may for an additional charge install and/or commission Goods at your premises or elsewhere. Condition 11 shall apply to the provision of any installation or commissioning. Goods shall be treated as delivered to you when the same are presented by us at the agreed delivery destination.
18 SPECIFICATION (B)
18.1 Where we have put drawings, photographs, illustrations, specifications, performance data, dimensions and the like in sales literature, on web pages or other documentation, we believe they are accurate. However, you should not take them to be a description of the Goods or representations made by us and we do not warrant that they are accurate.
18.2 The specification for Goods may be changed by the manufacturer at any time up to delivery. We will not be liable for any loss or damage suffered in connection with any change. We will use our reasonable endeavours to advise you of any such impending variation as soon as we are able or upon our receiving notice of the same (as appropriate). You must check specifications for Goods prior to making an order. You may cancel the Contract according to your rights set out in condition 10 above.
19 DELAY OR FAILURE TO PERFORM (B)
19.1 We shall not be liable to you if we are prevented or delayed in the performing of any of our obligations to you if this is due to any cause beyond our reasonable control including: an act of God, explosion, flood, fire or accident; war or civil disturbance; strike, industrial action or stoppages of work; any form of government intervention; a third party act or omission; failure by you to give us a correct delivery address or notify us of any change of address.
20 ASSIGNMENT (B)
20.1 We may freely assign, sub-contract or otherwise transfer in whole or in part the Contract PROVIDED THAT the quality of Goods supplied to you is not affected. You may not however do so without our written agreement.
21 GOVERNING LAW (B)
21.1 The Contract is governed by the laws of England the English courts shall have the non-exclusive jurisdiction to resolve any disputes arising out of or under it.
21.2 No waiver by us of any breach of the Contract by you is considered as a waiver of any subsequent breach of the same or any other provision.