1. Definitions

Customer: the person or company who buys or agrees to buy the goods from the Company.

Conditions: the terms and conditions of sale as set out in this document and any special terms and conditions agreed in writing by the Company.

Goods: the articles which the Customer agrees to buy from the Company.

Price: the price for the Goods, excluding VAT and any carriage, packaging and insurance costs.

Company: means Penta Pattern & Model Limited of 4 Watling Drive, Sketchley Meadows, Hinckley, Leicestershire, LE10 3EY.

2. Conditions

2.1 These Conditions shall form the basis of the contract between the Company and the Customer in relation to the sale of Goods, to the exclusion of all other terms and conditions including the Customer’s standard conditions of purchase or any other conditions which the Customer may purport to apply under any purchase order or confirmation of order or any other document.

2.2 All orders for Goods shall be deemed to be an offer by the Customer to purchase Goods from the Company pursuant to these Conditions.

2.3 Acceptance of delivery of the Goods shall be deemed to be conclusive evidence of the Customer’s acceptance of these Conditions.

2.4 These Conditions may not be varied except by the written agreement of a director of the Company.

2.5 These Conditions represent the whole of the agreement between the Company and the Customer.  They supersede any other conditions previously issued.

3. Estimates and Quotations

3.1 Any estimates or quotations given will not constitute a binding contract until the Customer places an Order using the Company’s authorised order process and paperwork.

3.2 Any quotations given by the Company is not an offer and the Company reserve the right to withdraw or amend any quotation at any time prior to the company’s acceptance of the Customer’s order.

3.3 Prices quoted by the Company will be binding for 7 days from the date of the quote providing the Customer accepts the Company’s quote within the 7 days.  Exceptions to this apply if the cost to the Company increases due to factors occurring after the making of the Contract, which are beyond the Company’s control and additional carriage charges.

3.4 All prices quoted are excluding VAT.

4. Payment and Interest

4.1 Payment of the Price and VAT shall be due end of next month (net monthly) from the date of the Company’s invoice.

4.2 Overdue invoices will result in a late payment demand under the Late Payment of Commercial Debts (Interest) Act 1998. Interest, compensation and debt collection costs will be incurred and dealt with by a third party.

4.3 The Customer shall pay all accounts in full and not exercise any rights of set-off or counter-claim against invoices submitted by the Company.

4.4 If the Goods are being delivered in instalments and payments are due after each instalment is delivered and the Customer defaults on the payment due, the Company has the right to suspend any further deliveries.

5. Goods

5.1 The quantity and description of the Goods shall be as set out in the Company’s Purchase Order.

5.2 It is the responsibility of the Customer to ensure that the Goods are sufficiently suitable and fit for purpose or purposes intended and adhere to all relevant legislation both before and after delivery, installation and during the required operation of the Goods, including statutory and regulatory requirements.  Where the Goods are to be used in conjunction with other products it is the Customer’s responsibility to ensure that the use of any such item does not adversely affect the suitability or fitness for purpose of the Goods.

6. Warranties

6.1 The Company warrants that the Goods will at the time of delivery correspond to the description given by the Company Purchase Order.  [Except where the Customer is dealing as a consumer (as defined in section 12 of the Unfair Contract Terms Act 1977), all other warranties, conditions or terms relating to fitness for purpose, quality or condition of the Goods are excluded].

6.2 The Company agrees to repair or replace free of charge any Goods, which in the reasonable opinion of the Company are defective due to a manufacturing fault, but only if the defects are reported in writing to the Company within three days of delivery. The Company will not be responsible for the cost of removing or reinstalling the Goods unless agreed in writing with a Director of the Company.

6.3 The Company’s total aggregate liability under or in connection with this Contract (however such liability arises) shall be limited to the value of the goods supplied under the Contract.

6.4 The Company shall not be liable for any indirect or consequential loss or damage or loss of profit or business or depletion of goodwill which arises out of or in connection with the Contract.

6.5 These terms and conditions set out the Company’s entire liability in respect of the Goods and the rights granted under them are in lieu and to the exclusion of all other warranties, conditions and other terms express or implied by statute or common law except for any which cannot legally be excluded.

7. Delivery of the Goods

7.1 Delivery of the Goods shall be made to the Customer’s address.  The Customer shall make all arrangements necessary to take delivery of the Goods on the day notified by the Company for delivery.

7.2 The Company undertakes to use its reasonable endeavours to despatch the Goods on an agreed delivery date, but does not guarantee to do so.  Time of delivery shall not be of the essence of the contract.

7.3 The Company shall not be liable to the Customer for any loss or damage whether arising directly or indirectly from the late delivery or short delivery of the Goods.  If short delivery does take place, the Customer undertakes not to reject the Goods but to accept the Goods delivered as part performance of the contract.

7.4 If the Customer fails to take delivery of the Goods on the agreed delivery date or, if no specific delivery date has been agreed, when the Goods are ready for despatch, the Company shall be entitled to store and insure the Goods and to charge the Customer the reasonable costs of so doing.

7.5 Any stated time or date for delivery is an estimate only and the Company does not bind itself to make a delivery at such time or date. Accordingly the Company shall not be liable for failure to deliver by such time or date, nor for any loss or damage arising directly or indirectly from such failure, nor shall the Customer be entitled to refuse to accept the Goods because of late delivery. Where the Goods are to be delivered in instalments the failure to deliver on time any instalments by any time or date will not entitle the Customer to view the Contract as repudiated.

7.6 The Company may at its sole discretion accept or refuse the return of any goods that have been incorrectly ordered. If the Company accepts the returned Goods a charge may be payable for carriage and handling of the Goods.

7.7 Orders that are specifically made to Customer requirements cannot be cancelled once the Order paperwork has been completed and submitted.

8. Acceptance of the Goods

8.1 The Customer shall be deemed to have accepted the Goods 48 hours after delivery to the Customer.

8.2 The Customer shall carry out a thorough inspection of the Goods within 48 hours of delivery and shall give written notification to the Company within 3 working days of delivery of the Goods of any defects which a reasonable examination would have revealed.

8.3 Where the Customer has accepted, or has been deemed to have accepted, the Goods the Customer shall not be entitled to reject Goods which are not in accordance with the contract.

9. Title and risk

9.1 Risk shall pass on delivery of the Goods to the Customer’s address.

9.2 Notwithstanding the earlier passing of risk, title in the Goods shall remain with the Company and shall not pass to the Customer until the amount due under the invoice for them (including interest and costs) has been paid in full.

9.3 Until title passes the Customer shall hold the Goods as bailee for the Company and shall store or mark them so that they can at all times be identified as the property of the Company.

9.4 The Company may at any time before title passes and without any liability to the Customer:

9.4.1 repossess and dismantle and use or sell all or any of the Goods and by doing so terminate the Customer’s right to use, sell or otherwise deal in them; and

9.4.2 for that purpose (or determining what if any Goods are held by the Customer and inspecting them) enter any premises of or occupied by the Customer.

9.5 The Company may maintain an action for the price of any Goods notwithstanding that title in them has not passed to the Customer.

10. Carriage of Goods

Carriage charges will be included in all quotes. This covers one delivery attempt. Customers will be liable for the costs of further attempts.

11. Misrepresentation

The Company will not accept liability in respect of any misrepresentation due to fraudulent representation or misrepresentation made by the Company and its employees or agents to the Customer’s employees and agents in relation to their condition to be fit for purpose, the quantity and/or measurements required unless the representation made has been provided in writing from the Company.

12. Ownership and Insurance

12.1 Whilst the risk in relation to the Goods passes to the Customer following delivery, the ownership of the goods shall not pass to the Customer until the payment of all monies outstanding is received by the Company.

12.2 Before ownership has passed the Customer holds the goods as mere bailee and the Company reserves the right to repossess any of the goods in respect of which payment is outstanding.

12.3 Whilst in the ownership of the Company, they will hold and maintain appropriate insurance cover.

13. Force Majeure

The Company shall be under no liability for any loss (including consequential loss or loss of profit) damage or delay or expenses of any kind whatsoever caused wholly or in part by Act of God, outbreak of war, civil commotion, government policies or restrictions or control including restrictions on export or import or other licences, trade or industrial disputes, of whatever nature, whether or not such dispute involves the Company, its employees or agents, or by any other contingency, whatsoever which is beyond the control of the Company.

14. Default

If the Customer becomes insolvent or commits any breach of the Contract, the Company may stop any goods in transit or suspend further deliveries by providing notice in writing to the Customer.

15. Patent and Trade Marks

15.1 No representation is made or warranty given, that any goods supplied do not infringe any letters, patents, trademarks, registered designs or similar industrial or intellectual property rights.

15.2 The Customer will unconditionally indemnify the Company against all losses, damages, costs on an indemnity basis and expenses awarded against or incurred by the Company in connection with or paid or agreed to be paid by the Company as a consequence of the Company supplying goods to specifications or designs provided by or on behalf of the Customer, including in settlement of any claim for infringement of any patents, copyright, design, trademark or any other industrial or intellectual property rights of another person.

16. Disputes and Set-Off

Any liability of the Company under the Contract shall be subject to and conditional upon the due performance and observance by the Customer of all its obligations under these Conditions and the Customer shall not be entitled to withhold or delay payment or exercise any rights of set-off whatsoever and howsoever arising which otherwise might be available.

17. Waiver

No failure or delay on the part of the Company to exercise any of its rights under the Contract shall be treated as a waiver. Any waiver instigated by the Company for a breach of this Contract by the Customer of any of its obligations shall not affect the rights of the Company if any additional or further breaches occur.

18. Health and Safety

In the instance when Goods supplied by the Company could cause a Health and Safety risk if incorrectly used, the Customer undertakes that it will ensure compliance as far as reasonably practical by its employees, agents, licensees and customers. Direction and instructions will be provided by the Customer to ensure that the Goods will be safe and without risk to health if properly used.

19. Severability

Each and every obligation within the terms and conditions are to be treated as separate obligations. Therefore if any provision is deemed to be wholly or partly illegal, invalid, void, unenforceable or unreasonable it shall be treated as severable and the remaining terms and conditions remain and are valid.

20. Headings

The Clause headings in these Terms and Conditions are for convenience only and should not in any way affect the interpretation of the Contract.