Purchasing Terms & Conditions

PURCHASING TERMS AND CONDITIONS FOR THE SUPPLY OF PRODUCTS

These Terms and Conditions are the standard terms of engagement for Products supplied by Pure Innovate UK Ltd, a company registered in England and Wales under company number 12153506 whose registered office is Unit 7 Verda Park, Wallingford, Oxfordshire, OX10 9SJ, England.

1. Definitions

In these Terms & Conditions, the following definitions apply:

2. The Contract
   • Upon receiving an enquiry from the Customer, the Company shall submit a quotation(s) for consideration in entering a purchasing contract.
   • Unless otherwise stated, or withdrawn, all quotations and tenders are valid for 30 days from the date of quotation.
   • Before provision of any Products can commence the Company requires the Customer to provide a purchase order or a written acceptance of the Quotation (Order) and must be accompanied by sufficient information to enable the Company to proceed without delay at the execution of the Purchase Order.
   • The Customer’s order constitutes an offer by the Customer to purchase the Products in accordance with these purchasing terms. The order will only be deemed accepted when the Company issues the Customer with a written order acknowledgement to commence provision of the Products, at which point a contract will come into existence between the parties upon these Terms (Contract).
   • Each order will be deemed a separate Contract to which these terms therefore apply, and no liability can be accepted by the Company for the working in combination of Products whether wholly of the Company’s manufacture or otherwise which has been ordered in separate parts and at different times.
   • These conditions shall be incorporated into each, and every contract made between the Company and the Customer.
   • These Terms & Conditions and any Quotation or Tender provided by the Company constitute the entire Contract between the parties.
   • Previous dealings between the parties shall not vary or replace these terms or be deemed in any circumstances whatsoever to do so.
   • Any illustrations, descriptions, imagery either displayed on the Company’s website, in marketing materials (both offline and online), catalogues, price lists or other are intended merely to present a general idea of Products services provided by the Company. No part of these shall form part of any contract.
   • These Terms & Conditions apply to the Contract to the exclusion of any other terms that the Customer may seek to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing.
   • No addition, alteration, substitution or waiver of these terms and conditions will be valid unless expressly accepted in writing by the Company or their appointed representative.
3. Quotations
   • Any quotation supplied by the Company can be withdrawn at any time before receipt of an unqualified acceptance from the Customer and shall be deemed withdrawn if it has not been accepted within 30 days from its date, or within the timeframe specified in the quotation or tender.
   • Any quotation or tender provided by the Company may be revised in the following circumstances:
     • If after the submission of the quotation by the Company, the Customer instructs the Company (whether in writing or orally) to provide additional Products or services not referenced or detailed within the document.
     • If following the submission of the quotation or tender by the Company, there is an increase in the cost of materials to be supplied.
     • If following submission of the quotation or tender, it is discovered that there was a manifest error when the quotation or tender was prepared.
   • The Company shall not be under any obligation to provide a quotation to the Customer. The Company will only be bound to quotations provided in writing to the Customer. The Company will not be bound by any quotations provided orally.
4. Prices and Payment
   • The Price as stated in the Contract does not include Value Added Tax (“VAT”). VAT will be charged at the prevailing rate. Our VAT registration number is GB 330169626. All payments are due in Pounds Sterling.
   • Unless otherwise agreed in writing between the Customer and the Company, all prices are given by the Company are on an Ex-Works basis for all destinations. Should the Customer wish the Company to arrange delivery they should request a carriage quote at the time or order.
   • If the Company on the Customer’s request shall agree to cancel or suspend any order, or part thereof, without prejudice to any other rights the Company may have, the Customer shall be liable to reimburse the Company for any costs or expenses incurred by the Company as a result of such cancellation or suspension.
   • Unless otherwise agreed in writing, all credit account invoices are payable 30 days from the date of invoice. Bank details for BACS / Faster Payment are on the invoice.
   • Any charges or fees payable to any financial institution or bank for processing electronic payment in respect of the Customers order are the Customer’s responsibility and must be paid by the Customer. Any refund payable by the Company to the Customer will not include an amount in respect of any such charges or fees.
   • No payment shall be deemed to have been received until the Company has received cleared funds.
   • All payments payable to the Company under this Contract shall become due immediately upon termination of this Contract despite any other provision.
   • The Customer shall make all payments due under this Contract without any deduction whether by way of set-off, counterclaim or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Customer.
   • Time for payment shall be of the essence.
   • Any queries relating to an invoice must be received within seven (7) days from the date of the invoice. Until a query is resolved the Customer remains liable to pay the undisputed part of an invoice within the original timescale detailed on it.
   • If payment of the price or any part thereof is not made by the due date, the Company may:
     • Cancel the Contract or suspend any further provision Products or services to the customer with immediate effect. Any such period of suspension shall be disregarded for the purpose of contractual time limits previously agreed for the completion of the services.
     • Charge interest at the rate of 2% per month or part thereof, compounded, on the unpaid amount starting from the date the invoice fell overdue until paid, whether before or after any court judgement.
     • Apply a charge of £10 (to cover administrative expenses and not as a penalty) per reminder for overdue payment submitted to the Customer. The Company shall be entitled to submit such reminders on a weekly basis once the invoice has become overdue.
     • Seek to recover all costs reasonably incurred by the Company in collecting payment of any overdue invoices from the Customer.
     • Seek to repossess the Products, and for the purpose thereof the Company shall be entitled to enter upon any premises where it is stored or where it is reasonably thought to be stored.
   • The Company will not provide or issue any guarantees, certificates, or other similar documents to the Customer for Products, unless payment has been made and received in full.
5. Collection and Delivery
   • Delivery of the Products shall be made Ex Works as per clause 4.2, or to a delivery address specified at the time of order following acceptance of a carriage quote.
   • The Company shall make every reasonable effort to make Products available for collection or deliver the Products within the time agreed. However, any dates specified by the Company for delivery of the Products are approximate only and may not be made of the essence by notice. If no dates are so specified, delivery will be within a reasonable time.
   • Each collection or delivery shall be subject to the Company’s terms and conditions and failure to make any one collection or delivery shall not impair the validity of the Contract as to others.
   • Subject to the other provisions of these terms and conditions the Company will not be liable for any loss (including loss of profit), costs, damages, charges, or expenses caused directly or indirectly by any delay in the availability of the Products unless such delay exceeds 180 days whereupon the Customer may terminate this Contract.
   • The Company will not be able to accept claims by the Customer for damage, shortages, or discrepancies unless the Company is advised in writing within seven (7) calendar days of delivery. In the absence of such notice the Customer will be deemed to have accepted the Products. The Company will not be liable for any non-delivery of Products unless written notice is given to the Company within seven (7) calendar days of the date of the Company’s confirmation of order.
   • If for any reason the Customer fails to collect or accept delivery of the Products within one (1) month from the delivery date the Company, at the Company’s sole discretion and without prejudice to the Company’s other rights may;
     • store the Products at the Customers risk and cost, take all reasonable steps to store safeguard and insure (at the Customer’s expense) the Products or;
     • sell the Products at the best price readily available and charge the Customer for any shortfall below the price together with the Company’s costs of storage and insurance which may in the Company’s opinion have been necessary.
   • The Customer will provide at the Customer’s expense at the delivery address adequate and appropriate equipment and manual labour for off-loading and/or loading the Products.
6. Specification, Models, Drawings and Tests
   • Except in quotations against detailed drawings, statements of dimensions submitted with any quotation are approximate only.
   • The Company does not accept responsibility for any drawings prepared by others. Submission of quotations does not constitute any warranty, guarantee, representation or opinion of the construction, efficacy or safety of any work or materials supplied by the Company.
   • Additional work caused by defects in any such models, drawings, designs or specifications shall be chargeable at extra cost.
   • Once last and final data has been submitted any further changes will incur additional charges and will impact on lead and delivery times.
   • If extra tests are required on site by the Customer or its representative, these will be chargeable unless otherwise specified.
   • In the event of a delay on the Customer’s part in attending such tests after receiving notification of seven days, the tests will proceed in the absence of the Customer and shall be deemed to have been made in the Customer’s presence.
7. Returns
   • Where Products are damaged or lost, the Company will as appropriate in its sole discretion, or that of its supplier, repair or replace these free of charge provided that:
     • In the case of damage, loss, or non-delivery of any parts of the consignment the carrier’s receipt is signed ‘unexamined’ and the Company and carrier receive written notification from the Customer within three days of the date of delivery of the consignment or part thereof.
     • In the case of non-delivery of the whole consignment, the Company and carrier receive written notification within ten (10) days of the date of despatch as shown on the relevant advice note.
   • Products alleged to be damaged before delivery will in no circumstances be replaced or repaired free of charge after their unqualified acceptance by the Customer. Errors and shortages must be notified immediately on receipt of Products, and in any event, no later than seven (7) days from date of delivery, quoting any reference and delivery note numbers.
   • The Company requires photographic evidence of any damage to the packaging or Products.
   • The Company does not allow returns for non-damaged or non-faulty Products.
   • Products must be returned to the Company within fourteen (14) days of first notification to them. When returning Products, the Company strongly recommends the Customer to obtain proof of carriage. The Company cannot accept responsibility for parcels lost in transit.
   • When returning Products, they must be returned in original packaging. If the packaging is damaged, the Customer is required to ensure that additional packaging is used to prevent further damage occurring.
8. Guarantees and Warranties
   • All Products are subject to the individual manufacturer’s (Supplier) warranty, effective from the date of collection or delivery and the manufacturer is responsible for all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Customer arising out of or in connection defect or failure of the Products.
   • The Company will negotiate on behalf of the Customer with the supplier to make good or replace free of charge, at its option, any defective Products or defects in any Products which have shown to be defective under proper use and care within the guarantee period.
   • The Products shall be returned carriage paid to the Company where required.
   • The manufacturer’s decision as to whether such parts are defective in manufacture is final and the liability of the Supplier in respect of any such defects whether in original or replacement shall be limited as stated herein.
   • Liability is expressly excluded in respect of:
     • Any part not manufactured by the Company’s supplier which is incorporated into the said Products, except that any benefit obtainable or enforceable by the Supplier from or against the manufacturer of said part without legal or other expenses whatsoever shall be passed to the Customer.
     • Any defect caused by accident, misuse, neglect, tampering with or unauthorised modification of the Products or any attempt at internal adjustment or repair by any person not authorised by the Company or its Supplier.
     • Any defect found after 12 months from the date of delivery of the Products from the Company.
     • Any defect which may occur in any prior installation to which the Company’s Products might be connected.
     • If payment for Products has been unreasonably withheld.
     • Any other expenses incurred or any consequential damages to or loss of profit.
   • No terms of warranty made orally by any associate of the Company will be considered as varying or overriding the above.
   • Any defective part replaced shall become the property of the Company.
9. Title and Risk
   • Risk of damage to or loss of Products shall pass to the Customer upon collection or delivery.
   • Title to the Products shall not pass to the Customer until the Company receives payment in full from the Customer for the related invoice or for any other of the Company’s invoices for Products or services supplied to the Customer that have become due, in which case title to the Products shall pass at the time of payment of all such sums.
   • Until such time, the Customer shall hold the Products in a fiduciary capacity on the Company’s behalf, and if sold by the Customer before such time, the Company shall have the right to trace the proceeds.
   • Until the title has passed, if the Products are incorporated with or used in other Products, the Customer shall continue to hold the Company’s Products in a fiduciary capacity and the Company shall be entitled to trace the proceeds on a sale.
   • Until the title has passed, the Customer shall ensure that the Company’s Products, wherever situated, are kept separately from other Products and are readily identifiable as the Company’s Products.
   • If before title to the Products passes to the Customer, the Customer becomes subject to any of the events listed in clause 12.1 or fail to make payment for the Products when requested then, without limiting any of the Company’s other right or remedies, the Company may at any time;
     • Require the Customer to deliver up all Products in their possession which have not been irrevocably incorporated into another product; and
     • If the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Products are stored to recover them.

10. Export Terms
    • Where the Company’s Products are supplied for export from the United Kingdom, the provisions of this Clause 12 shall (subject to any special terms agreed in writing between the Parties) apply, notwithstanding any other provisions of these conditions.
    • The Customer shall be responsible for complying with any legislation or regulations governing the importation of the Products into the country of destination and notifying to the Company the requirements of any such legislation or regulations requiring action on its part of and for the payment of any duties in connection with the Products.
    • Unless otherwise agreed in writing between the Customer and the Company, all prices are given by the Company are on an Ex-Works basis for all destinations. Should the Customer wish the Company to arrange delivery they should request a carriage quote at the time or order.
    • The Customer shall be responsible for arranging for testing and inspection of the Products at the Company’s premises before shipment. The Company shall have no liability for any claim in respect of any defect in the Products which would be apparent on inspection, and which is made after shipment, or in respect of damage during transit.
    • Payment of all amounts due to the Company shall be made in such manner as shall be agreed between the Parties in writing.
11. Cancellation
    • No order which has been accepted by the Company may be cancelled by the Customer except with the Company’s agreement in writing and the Customer shall indemnify the Company in full against all loss (including loss of profit) costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of any cancellation.
    • In the event a deposit has been issued, unless stated “holding” or “refundable” within the contract will the customer be entitled to a return payment of the agreed sum of deposit. A partial or full return can only be confirmed in writing by the Company.
12. Termination
    • The Company reserves the right to terminate the contract with immediate effect in the event of any of the following:
      • The Customer passes a resolution for winding up (other than for solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect; or
      • The Customer ceases to carry on its business or substantially the whole of their business; or
      • The Customer’s financial position deteriorates to such an extent that in the Company’s opinion the Customer’s capability to adequately fulfil its obligations under these Terms has been placed in jeopardy.
    • If either party breaches a material provision under this contract, and, in the case of a breach capable of being remedied, fails to remedy it within a reasonable time of being given written notice of the breach, the non-defaulting party may terminate this contract immediately and require the defaulting Party to indemnify the non-defaulting party against all reasonable damages.
    • All notices of termination of the contract should be submitted to the other party in writing.
13. Consequences of Termination
    • On termination of the contract for any reason:
      • All outstanding unpaid invoices and interest become immediately payable.
      • The Customer should return all unused Products which have not been fully paid for. If not returned promptly, the Company may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer is solely responsible for their safe keeping and warrant that the Customer will not use them for any purpose not connected with this contract.
    • The accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the contract which existed at or before the date of termination or expiry; and
    • Clauses which expressly or by implication have effect after termination shall continue in full force and effect.
14. Intellectual Property
    • In the Agreement, “Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world and Intellectual Property Right means any one of the Intellectual Property Rights.
    • The customer shall have no rights in respect of any intellectual property rights howsoever used in relation to the Company’s Products, catalogue or website and the Customer acknowledges that, they shall not acquire any rights in respect thereof and that all such intellectual property rights are and shall remain vested in or controlled by the Company.
15. Limitation of liability
    • Nothing in this agreement shall exclude or limit either party’s liability for death or personal injury resulting from the negligence of that party or their employees, agents, or sub-contractors, for fraudulent misrepresentation or concealment or for any other liability that cannot be in any way excluded or limited at law.
    • Except as otherwise expressly provided in the agreement:
      • The Company’s liability in contract, tort, negligence or otherwise arising out of or in connection with the agreement or the performance or observation of its obligations under the agreement shall be limited in aggregate to the order price paid by the Customer to the Company under the agreement; and
      • The Company shall not be liable in contract, tort, negligence or otherwise arising out of or in connection with this agreement for any economic losses (including, without limitation, any loss of profits, business, contracts, goodwill, revenue, or anticipated savings) or any special, indirect, or consequential losses or any destruction of data arising out of or in connection with the agreement.
    • These exclusions and limitations apply to every claim related to this agreement, not just claims for breach of contract.
    • This indemnification will survive the termination of this agreement.
16. Complaints, Communication and Contact Details
    • The Company strives for excellence in all its work. If you are not satisfied in any way, please contact the Company as soon as possible. The Company would appreciate every opportunity to resolve any dispute amicably.
    • Should the Company not resolve the dispute to your satisfaction it can be referred to the arbitration of a person mutually agreed upon.
    • The Customer should address all communications via the Company unless expressly advised by the Company in writing to contact the Supplier.
    • All queries should be directed to orders@pureinnovate.uk
17. Force Majeure
    • The Company shall not be under any liability whatsoever and the Customer shall not have the right to terminate the Agreement by reason of any delay or default by the Company in performing its obligations under this Agreement if and to the extent that such a delay is caused by conditions beyond the Company’s control.
    • These include, but are not limited to: Acts of God, acts of the Customer or third parties, adverse weather, plant failure, civil disturbance, embargoes, pandemic, epidemic, government action, delay in delivery to the Company, delay on the part of the Company’s suppliers, shortage of any service, industrial action, hostilities, flood, fire, late receipt of the Customer’s specifications, shortage of labour, products and materials or strikes.
    • If the Contract becomes impossible in performance or otherwise frustrated, the Customer shall be liable to pay the Company all costs which the Company has incurred directly or indirectly, including any prepayments made to the Company under the Contract.
18. Confidentiality
    • Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party (“Confidential Information”).
    • Each party, its agents and employers shall hold and maintain in strict confidence all Confidential Information, shall not disclose such Confidential Information to any third party and shall not use any Confidential Information except as may be necessary to perform its obligations under this Agreement except as may be required by a court or governmental authority of competent jurisdiction.
    • Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party or is otherwise properly received by a third party without obligation of confidentiality.
    • On the conclusion or termination of the contract both parties shall cease to use all copies of confidential information obtained from the other except in so far as the law requires the information be retained in which event it shall be kept until such period is over and, in any event, kept strictly confidential under the provisions of this clause.
19. Data Protection
    • ‘Data Protection Legislation’ refers to The Data Protection Act 2018 and any secondary legislation in England and Wales relating to the processing of Personal Data and the privacy of electronic communications, as amended, replaced, or updated from time to time.
    • All personal information that the Company may collect (including, but not limited to, the Customer’s name, postal address, email address and telephone number) will be collected, used, and held in accordance with the provisions of Data Protection Legislation as defined above.
    • How the Company collects, uses, and stores personal information is set out in its privacy policy.
    • In certain circumstances, and with the Customer’s consent, the Company may pass the Customer’s personal information on to credit reference agencies. These agencies are also bound by the Data Protection Legislation as defined in above and should use and hold personal information accordingly.
    • The Company will not pass on the Customer’s personal information to any other third parties for marketing purposes without first obtaining the Customer’s express consent.
20. Other Important Terms
    • Nothing in the contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
    • This contract represents the entire agreement between the parties in respect of the services and shall prevail over any conditions contained or referred to in any of your documents or otherwise.
    • If any part of this contract is found to be void or un-enforceable by any court of competent jurisdiction, such part shall be severed from this contract, which will otherwise remain in full force and effect.
    • These terms shall remain in force until altered in writing and signed by both parties.
    • The failure by the Company at any time or for any period to enforce any one or more of these terms and conditions shall not be a waiver of them or a waiver of the right to enforce such terms and conditions on a future occasion.
    • The Company may transfer or subcontract our rights and obligations under these terms to another person or organisation, but this will not affect the Customer’s rights or our obligations under these terms.
    • The Customer may not assign this contract or any rights or obligations under it without our prior written consent.
21. Governing Law and Jurisdiction
22. These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the Supplier irrevocably submits to the exclusive jurisdiction of the courts of England and Wales.