Application of Conditions
1.1 These conditions apply to all sales of goods by Pegasus Precision Limited, (‘the Company’), a company registered in England and Wales (Company registration number 06034025), whose registered office is Pegasus House, Old Surrenden Manor, Bethersden, Kent, England, TN26 3DL and shall prevail over any other terms and conditions the Customer seeks to impose or incorporate or which are implied by trade, custom, practice or course of dealing. The Company’s agents or representatives shall have no authority to enlarge or vary these unless specifically agreed in writing by the Company and the Customer.
1.2 These terms and Conditions will be deemed to have been accepted by you when you accept them or the quotation or from the date of any delivery of the Goods (whichever happens earlier) and will constitute the entire agreement between the Company and the Customer.
2 The following terms below shall have the following meanings:
Customer: the person or firm whose Order for Goods is accepted by the Company.
Goods: the goods or products (or any part of them) set out in the Order.
Enquiry: a written quotation for supplying the Goods given to the Customer by the Company
Order: the Customer’s order for the Goods, as set out in the Customer’s purchase order form, being the offer made by the Customer to purchase the Goods from the Company.
Order Acknowledgement: the Company’s written acceptance of the Order to supply the Goods incorporating these Conditions.
3.1 No Enquiry shall become binding upon the Company until the Company has accepted the Buyer’s order in accordance with Condition 3.4
3.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Order shall only be deemed to be accepted when the Company issues an Order Acknowledgement, at which point a contract between the Company and the Customer shall come into existence.
3.3 The Customer is responsible for ensuring that the terms of the Order submitted by the Customer are complete and accurate.
3.4 Each Order shall be deemed to be an offer by the Customer to purchase the Goods from the Company subject to these Conditions
4.1 The Company shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (‘the Delivery Location’) at any time after the Company notifies the Customer that the Goods are ready.
4.2 If you do not specify a delivery address or if the Customer and the Company agree, the Customer must collect the Goods from the Company.
4.3 Delivery is completed upon the transport of the Goods to the Delivery Location ready for unloading.
4.4 All necessary labour and equipment required to unload materials immediately upon delivery shall be supplied by the Company or its designated carrier.
4.5 Goods will be delivered to site providing a suitable road exists for the purpose of unloading. If no road exists, delivery will be made to the nearest point to which the Company’s driver agrees.
4.6 Upon delivery to private houses, our drivers are not authorised to enter client’s premises. In the event of these instructions being disregarded, we shall not hold ourselves responsible for any damage that may be incurred.
4.7 The Company may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment. In the case of any sale involving more than one delivery, if default is made in payment on the date due, the Company reserves the right to suspend any further deliveries until payment is made.
4.8 Delivery dates agreed in any quotations or acceptance forms are only approximate and the time of delivery is not of the essence. The Company cannot have any contractual liability and the Company shall not be liable to the Customer in respect of any failure to deliver on any particular date or dates.
4.9 If the Customer refuses or fails to take delivery of goods, the Company is entitled to immediate payment in full for the goods. The Company shall also be entitled to store at the risk of the Customer, any goods which have been refused delivery and charge the appropriate storage costs. If ten business days after the day on which the Company notified the Customer that the Goods were ready for delivery the Customer has not accepted delivery of them, the Company may resell or otherwise dispose of part or all the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
4.10 The Customer shall not be entitled to reject the Goods if the Company delivers up to and including 5% more or less than the quantity of Goods ordered, but a pro rata adjustment shall be made to the Order invoice on receipt of notice from the Customer that the wrong quantity of Goods was delivered.
5.1 The Company warrants that on delivery, the Goods shall:
5.1.1 conform with their description; and
5.1.2 be free from material defects in design, material, and workmanship
5.2 Subject to clause 5.1, if:
5.2.1 the Customer gives notice in writing to the Company within a reasonable time of discovery that some or all
of the Goods do not comply with the warranty set out in clause 5.1;
5.2.2 the Company is given a reasonable opportunity of examining such Goods; and
5.2.3 the Customer (if asked to do so by the Company) returns such Goods to the Company’s place of business at the Customer’s cost, the Company shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
5.3 The Company does not accept liability for shortages in quantities, whether delivered or collected, unless the Customer notifies the Company within three days of delivery or collection.
5.4 The Company shall not be liable for any loss including consequential loss, damage or delay or expense of any kind whatsoever including negligence by the Company or its servants or agents, if the Company has not been paid the full purchase price of the goods, either collected or delivered with any interest charges thereon.
Title and risk
6.1 The risk in the Goods shall pass to the Customer on completion of delivery.
6.2 Title to the Goods shall not pass to the Customer until the earlier of:
6.2.1 the Company receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Company has supplied to the Customer, in which case title to the Goods shall pass at the time of payment of all such sums; and
6.2.2 the Customer resells the Goods, in which case title to the Goods shall pass to the Customer immediately before the time at which resale by the Customer occurs.
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
6.3.1 not remove, deface, or obscure any identifying mark or packaging on or relating to the Goods;
6.3.2 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
6.3.3 notify the Company immediately if it becomes subject to any of the events listed in clause 6.2 ; and
6.3.4 give the Company such information relating to the Goods as the Company may require from time to time.
6.3.5 afford to the Company access to the Goods by way of irrevocable licence during all normal business hours, irrespective of whether they are on land owned or occupied by the Customer or its customer.
6.4 Subject to clause 6.2 the Customer has the right to sell and deliver the goods or the resultant goods to third parties in the ordinary course of his business before the Company receives payment for the Goods but shall hold the proceeds of sale on trust for the Company. The Customer therefore assigns to the Company all rights and claims which the Customer may have against its customers arising from such sales until full payment is made.
7.1 The price payable for the Goods sold shall be the price set out in the Order Acknowledgement.
7.2 The price for the Goods includes delivery to the Customer on the Company’s standard delivery terms (clause 4), but excludes VAT
7.3 If the Goods are delivered by a carrier, a delivery charge is added to the price, but this will be displayed clearly on the Enquiry
7.4 If the cost of the Goods to the Company increases due to any factor beyond the Company’s control, but not limited to,
material costs, labour costs or changes to delivery rates, the Company can increase the price prior to delivery or
7.5 Any increase in the price will be notified by the Company to the Customer prior to delivery or collection.
7.6 The Company may at its absolute discretion accept the return of Goods that have been mistakenly ordered. If the Company accepts the Goods for return, the appropriate restocking and carriage charge will apply to the handling of such Goods
8.1 Except in the case of Customers with a pre-agreed credit facility, the Goods shall be paid for in full prior to delivery or on collection, as may be agreed by the company.
8.2 Credit accounts will be opened at the Company’s discretion, subject to satisfactory credit ratings being received. Payment for Goods supplied on credit accounts shall be come due for payment 30 days from date of delivery
8.3 If the Customer fails to make payment, the Company shall be entitled to charge interest on the outstanding balance in line with current late payment legislation.
8.4 The Customer shall pay all amounts due under the contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Company may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Company to the Customer.
Change of contracting party
9.1 If at any time the Customer company changes it constitution or, being a sole trader or partnership, shall become incorporated or amalgamated with others, it shall be the duty of the Customer to give prior notice to the Company of the intended change. Continuance of trading pursuant to a change or amalgamation will be at the Company’s sole discretion. If a change is not notified, the directors of the existing company will be liable for any outstanding debts.
10.1 The Company may terminate the contract summarily if:
a. The Customer (being a company) is deemed insolvent or (being an individual) is the subject of a bankruptcy petition or order;
b. The Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts;
c. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer (if a company);
d. An application is made, or an order is made, for the appointment of an administrator of the Customer;
e. a person becomes entitled to appoint a receiver over the Customer’s assets or a receiver is appointed over the Customer’s assets;
10.2 Without limiting its other rights or remedies, the Company may suspend provision of the Goods under the Contract or
any other contract between the Customer and the Company if the Customer becomes subject to any of the events
listed in clause 10.1, or the Company reasonably believes that the Customer is about to become subject to any of them,
or if the Customer fails to pay any amount due under this Contract on the due date for payment.
11.1 On termination of the Contract for any reason the Customer shall immediately pay to the Company all the Company’s
outstanding unpaid invoices and interest.
11.2 Termination of the contract, however, arising, shall not affect any of the parties’ rights, remedies, obligations, and
liabilities that have accrued as at termination.
12.1 Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical, or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
12.2 Nothing in these conditions shall limit or exclude the Company’s liability for:
a. death or personal injury caused by its negligence, or the negligence of its employees, agents, or subcontractors
(as applicable); or
b. fraud or fraudulent misrepresentation; or
c. breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
d. defective products under the Consumer Protection Act 1987; or
e. any matter in respect of which it would be unlawful for the Company to exclude or restrict liability.
12.3 Subject to clause 12.1:
f. the Company shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
g. the Company’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods
13 The failure by either party to the contract to exercise or enforce any rights conferred by the contract shall not be deemed to be a waiver or any such rights nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.
14 The contract shall in all aspects be governed by the English Law and shall be deemed to have been made in England.
15 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims.