1. DEFINITIONS
In these conditions:-
1.1 the “Buyer” shall mean the corporate entity firm or person seeking to purchase goods from the company;
1.2 the “Company” shall mean Pennytown, trading as Tool-Traders
1.3 the “Contract” shall mean any contract for Goods or Services made between the Company and the Buyer;
1.4 the “Goods” shall mean the products articles or things to be sold by the Company;
1.5 an “Insolvency Event” shall mean:
1.5.1 (where the Buyer is a company) the Buyer convenes a meeting of its creditors or a proposal is made for voluntary arrangement within Part 1 of the Insolvency Act 1986 or a proposal is made for a composition, scheme or arrangement with (or assignment for the benefit of) its creditors or the Buyer is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or a trustee, receiver, administrative receiver or a similar officer is appointed in respect of all or a part of the business or assets of the buyer or a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the buyer or for the making of an administration order; 1.5.2(where the Buyer is an individual or partnership) the Buyer (or in the case of a partnership any of the partners) dies or is made bankrupt or is unable to pay his or her debts within the meaning of Section 123 of the Insolvency Act 1986 or a proposal is made for a composition scheme or a arrangement is made with (or an assignment for the benefit of) his or her creditors;
1.6 the “Services” shall mean any services provided by the Company to the Buyer (whether or not the Buyer shall purchase Goods);
1.7 the headings to the clauses shall not affect the construction of these conditions;
1.8 the use of the plural shall include the singular and the use of the singular shall include the plural; and
1.9 reference to the masculine, feminine or neuter genders shall include each and every gender.
2.THE CONTRACT
2.1 These conditions shall be incorporated into each and every Contract made between the Company and the Buyer and
2.1.1 shall apply to the exclusion of any terms or conditions put forward by or on behalf of the Buyer; and
2.1.2 shall not create any agency or partnership between the Company and the Buyer or any third party.
2.2 No variation or waiver of or addition to these conditions, whether written or oral, shall have effect unless and until authorized in writing by a manager of the Company.
2.3 Quotations and estimates, whether written or oral, submitted by the Company shall be deemed to be a invitation to treat and not an offer.
2.4 Any order given in respect of a quotation or estimate must state the date, the reference of that quotation or estimate and address for delivery.
2.5 Where Goods and Services are provided by the Company in circumstances which would give rise to a Construction Contract within the meaning set out in part II of the Housing Grants Construction Regeneration Act 1996 then in the event of a conflict of terms the provision of that act and the Regulations made thereunder shall prevail over the conditions setout herein to the extent necessary to give effect to that Act but not further or otherwise.
2.6 For the purposes of the Contracts (Rights of Third Parties) Act 1999, these conditions do not create any right or remedy enforceable by any person other than the Buyer and the Company. This condition does not affect any right or remedy of a third party that exists or is available apart from that Act.
2.7 Any Original Equipment Manufacturer (OEM) part numbers provide by the Company are given as a reference only, and no inference or implication beyond that of a useful reference tool should be taken nor is intended.
3. TIME LIMITS
Any time or date quoted by the Company for delivery or collection of all or any of the Goods or performance of any Services is an estimate only, and the Company shall not be liable for any failure to meet any estimate nor for any loss, whether financial or otherwise resulting directly or indirectly therefrom. Time is not and shall not be the essence in relation to this condition or the performance by the Company of its obligations under the Contract.
4. COLLECTION AND DELIVERY
4.1 The Buyer shall collect the Goods from the Company’s premises. Where it is agreed that the Company shall delivery or procure delivery of the Goods, when ready, it shall do so at the risk and cost of the Buyer to such address in United Kingdom as the Buyer may specify or, if no such address is specified to any address of the Buyer to which correspondence and/or Goods may previously have been sent under the Contract. The manner of delivery shall be such as the Company in its sole discretion shall deem appropriate.
4.2 If the Company is unable to effect delivery on arrival at the Buyer’s premises for any reason whatsoever, an additional charge for any return or subsequent visit will be made.
4.3 Due to additional charges imposed by our couriers for deliveries to the Scottish Highlands, offshore islands and Northern Ireland, a surcharge may be levied to cover carriage to these areas. We advise customers to contact us for a final postage fee before finalising orders for these postcodes and are as follows: AB31 to AB38, AB41 to AB45, AB 51 to AB56, BT, FK19 to FK 21, HS1 to HS9, IV1 to IV28, IV30 to IV32, IV36, IV40 to IV49, IV51 to IV56, KA27 to KA28, KW1 to KW3, KW5 to KW17, PA20 to PA49, PA60 to PA78, PH1, PH5 to PH10, PH15 to PH26, PH30 to PH44, TR, GY & ZE1 to ZE3.
4.4 We only ship to UK and Northern Ireland
5. LOSS OR DAMAGE IN TRANSIT
5.1 The Buyer is under a duty wherever possible to examine the Goods on delivery or on collection (as the case may be).
5.2 Where the Goods cannot be examined the carrier’s note or such other note (as the case may be) shall be marked by the Buyer at the time of delivery “not examined”.
5.3 The Company shall be under no liability for any defects or shortages as aforesaid unless notified by telephone within 24 hours of receipt of goods.
5.4 In all cases where defects or shortages are complained of, the Company, shall be under no liability to the Buyer in respect thereof unless a reasonable opportunity to inspect the Goods is provided to the Company by giving at least 48 hours notice in writing before any use is made thereof or any alteration or modification is made thereto by the Buyer.
5.5 The Company shall make good any defects or shortages in accordance with the terms and condition but otherwise shall be under no liability whatsoever, whensoever or howsoever arising, whether by the way of negligence or otherwise, for such defects or shortages (save for death or personal injury caused by the Company’s negligence).
6. CANCELLATION BY THE BUYER
6.1 No cancellation of the whole or part of any order, whether it is an order by installment or otherwise, by the Buyer is permitted except where agreed in writing in advance by a manager of the Company. 6.2 Goods, once delivered, may not be returned unless authorization has been given as specified in condition 6.1 and provided that the Following conditions are satisfied:-
6.2.1 Goods will only be accepted if they are in brand new and unused condition;
6.2.2 Packaged items will only be accepted if the packaging remains unbroken and in reasonable condition;
6.2.3 Goods will only be accepted if returned within 3 weeks of the date of collection or delivery;
6.3 Where goods are returned by agreement:-
6.3.1 in every case a 20% administration charge will be made.
6.3.2 in every case the invoice number and date together with reason for return must be stated.
7. PRICE
7.1 Any price quoted by the Company is based upon current pricing ruling as at the date appearing on the quotation, but the actual price to be charged to the Buyer under the Contract shall be based upon such ruling price (less any discount allowed by the Company) current as at the date of invoice and shall include the cost to the Company of any carriage, insurance and/or storage effected by it in connection with the Buyer’s order. In accordance with the terms of this condition, the Company shall be entitled at any time up to the date of invoice to vary the price quoted to the Buyer.
7.2 Unless otherwise expressly stated in writing, all prices are exclusive of VAT. 8. DATE FOR PAYMENT
8.1 The Buyer shall make payment in full at the time of order
8.2 Any Buyer wishing to pay their account by credit card should note that credit card payments are subject to a 2% invoice surcharge.
9. LIMITATION OF LIABILITY
Any liability of the Company under the Contract shall be subject to and conditional upon the due performance and observation by the Buyer of all its obligations under these conditions, and subject to these conditions, the Buyer shall not be entitled to withhold or delay payment or exercise any right to set off whatsoever and howsoever arising or arisen which might otherwise be available to it.
10. RISK
Risk in the Goods shall pass to the Buyer when the Goods are dispatched by the Company or its' agent to or collected by the Buyer or its agent.
11. WARRANTY AND LIABILITY
The liability of the Company is subject to compliance by the Buyer with all terms contained in this clause 11.
11.1 The Company shall make good by reimbursement of the whole or part of the price or at its option by repair or by replacement any defect developing under normal use in the Goods and due solely to faulty design (except where the design is supplied by or on behalf of the Buyer), faulty materials or faulty workmanship provided that’s:-
11.1.1 the Buyer shall be responsible for ensuring that Goods are fit for the purpose for which it wishes to use then and the company gives no warranty (and none shall be implied) that the goods are fit for any particular purpose; and
11.1.2 the defect in question shall have appeared within 12 months (or such longer time period (if any) as it may provided for in any guarantee given by or on behalf of the manufacturer of the Goods) after the Buyer shall have taken possession of the Goods or performance of Services has been completed and shall have been thereupon promptly notified in writing to the Company; and
11.1.3 any Goods alleged to be defective shall be stored in a safe place by the Buyer until such time as the Company authorises their disposal in writing; and
11.1.4 any Goods alleged to be defective shall, if so required by the Company, be promptly returned at the Buyer’s risk and expense to the Company’s works for inspection, and the company shall in its reasonable opinion consider them to be defective solely by reason of faulty design materials or workmanship; and
11.1.5 no attempt shall be made by the Buyer and any third party to remedy any defect before, if so required by the Company, the Goods in question shall have been returned to the Company for inspection; and
11.1.6 the Goods in question shall have been serviced and maintained properly and in accordance with the Company’s recommendations and shall not have been fitted with any parts, components or accessories other than those manufactured or recommended by the Company.
11.2 Apart from reimbursement repair or replacement by the Company, its employees and agents shall be under no liability to the Buyer or to any third party for any injury, loss or damage of any kind whatsoever, however and wheresoever arising or arisen, and whether direct or indirect, including without limitation any injury, loss or damage arising out of or incidental to:-
11.2.1 any negligence of the Company or any of its employees or agents (except insofar as such negligence may result in death or personal injury); or
11.2.2 the Company’s performance of or failure to perform or breach of any of its obligations, whether express or implied under The Contract or otherwise; or
11.2.3 the supply, installation, repair or maintenance of any of the goods; or
11.2.4 any defect in any of the Goods; or
11.2.5 any advice given or representation made by the Company or on its behalf; or
11.2.6 any performance of any Services 11.3 Save as set out in clause 11.1 the liability of the company arising from all and any claims relating to any single Contract shall be Limited to a maximum sum of £100 in total or such amount (less the costs of recovery incurred by the Company) as the Company receives from the manufacturer of the Goods giving to the rise to the claim from the Buyer.
11.4 The Company shall not be liable for any claim relating to any breach of warranty, express or implied, brought after the expiry of the period of twelve months from the date on which the Contract was made (or in case of Goods, after the expiry of such longer period (if any) as may be provided for by or on behalf of the manufacturer of these Goods).
11.5 The Company shall in no circumstances be liable to the Buyer for any economic loss, loss of profit, loss of business or like loss.
11.6 The terms of this condition, warranties, representatives, statements, liabilities and other terms whatsoever Implied by common law, statute or otherwise, all of which shall accordingly be excluded to the extent allowed by law, and the Company shall in relation to the Goods and Services have no obligation to the Buyer, either arising by statute or in tort or in Contract and whether arising out of negligence of the Company or any of its employees or agents (and whether under the Contract or under any other Contract), other than the express obligations in these conditions or in any other document expressly incorporated in writing into the Contract. Accordingly, it shall be for the Buyer to ensure against liability arising from the performance of the Services and from its use of the Goods.
11.7 The Company shall use its reasonable endeavours to transfer to the Buyer the benefit of any guarantee in respect of the Goods available from the manufacturer provided that the Company may in its discretion, elect to do so only at the cost of the Buyer.
11.8 Notwithstanding anything to the contrary herein contained the Company’s liability for:-
11.8.1 death or personal injury resulting from the negligence of the Company, its employees or agents;
11.8.2 damage suffered by the Buyer as a result of a breach by the Company of the condition as to the title or the warranty as to Quiet possession implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; and
11.8.3 damage for which the Company is liable to the Buyer under Part 1 of the Consumer Protection Act 1987; shall not be limited save that nothing in this clause 13 shall confer a right or remedy upon the Buyer to which Buyer would not otherwise be entitled.
11.9 The provisions of this clause 11 shall survive any termination of the Contract.
11.10 The exclusions from and limitations of liability set out in this clause 11 shall be considered severably. The validity or unenforceability of any one clause, sub-clause, paragraph or sub-paragraph of this clause 11 shall not affect the validity or enforceability of any other part of this clause 11.
12. INDEMNITY
12.1 If any process is to be applied to the Goods or the Services by the Company in accordance with a specification or direction (as the case may be) submitted by the Buyer, the Buyer shall indemnify and hold harmless the Company from and against all loss, damages, costs and expenses awarded against or incurred by the Company in connection with or paid or agreed to be paid by the Company in settlement of any claim for infringement or alleged infringement of any intellectual property rights of any other person which results from the Company’s use of the Buyer’s specification or from the Company complying with the Buyer’s direction as the case may be.
12.2 Where the Buyer uses the Goods or Services;-
12.2.1 in the manufacture, supply or distribution of any goods;
12.2.2 in the provision of a service; then the buyer shall indemnify and hold harmless the Company from and against all loss, damages, costs and expenses awarded against or incurred by the Company in respect of such use by the Buyer arising out of the manufacture, supply or distribution of those other goods or the provision of that service.
12.3 The Buyer shall indemnify and hold harmless the Company from and against all loss, damages, costs and expenses awarded against or incurred by the Company in respect of:-
12.3.1 any liability which the Company may incur as a result of a claim against the Company by a third part under Part 1 of The Consumer Protection Act 1987; 12.3.2 any warranty howsoever given by the Buyer to a third party; 12.3.3 any loss caused by the Goods during transit.
13. FORCE MAJEURE
The Company shall have no liability whatsoever for any failure to perform, or for any delay in the performance of any of its obligations under the Contract arising wholly or in part by reason of any factor beyond its direct control. 14. NOTICES Any notice required to be given in writing under the Contract shall be given either by email or facsimile transmission or by first class post addressed to the registered office of the party for which it is intended.
15.GOVERNING LAW
This Contract shall be governed by the law of England and subject to the exclusive jurisdiction of the English Courts.
16.WEBSITE IMAGES
The images show on this website are for illustration purposes and may not reflect the exact shade or colour of a product.
