STANDARD TERMS AND CONDITIONS OF SALE


  1. DEFINITIONS & INTERPRETATION

1.1 In these terms and conditions, the following definitions apply:

  • "Conditions": Refers to these terms and conditions.
  • "Contract": The agreement between the Supplier and the Customer for the sale and purchase of Products, subject to these Conditions.
  • "Credit Facility": Extension of credit by the Supplier to the Customer, as evidenced in correspondence.
  • "Customer": The company, person, or party specified in the Customer Order.
  • "Customer Order": An order from the Customer related to the purchase of Products, with reference to the Price List.
  • "Limited Warranty Policy": The Supplier's warranties for Product quality, detailed at the end of the Conditions.
  • "Price": The amount payable for the Products, calculated with reference to the Price List.
  • "Price List": The Supplier's standard price list prevailing at the Customer Order date.
  • "Products": The items specified in the Customer Order to be supplied by the Supplier.
  • "Special Conditions": Special terms and conditions, if any, detailed in the Quotation.
  • "Supplier": Provox UK with registered office at 8 Fairfax Road, Heathfield Industrial Estate, Newton Abbot, TQ12 6UD (Company Number 15378065).
  • "Supplier Confirmation": The Supplier's confirmation of a Customer Order, given orally, in writing, or electronically, constituting acceptance.

1.2 General Definitions:

  • Reference to a law includes any amendments, extensions, applications, or re-enactments.
  • Singular includes plural, and plural includes singular.
  • Reference to the parties means the Supplier and the Customer.
  • Condition headings do not affect the interpretation of these terms and conditions.
  1. APPLICATION OF CONDITIONS

2.1 The Contract is subject to these Conditions, excluding all other terms and conditions. These Conditions, together with the Quotation, constitute the entire agreement between the parties, superseding any previous agreements.

2.2 Any variation to these Conditions or representations about the Products is effective only if expressly agreed in writing and signed by a director of the Supplier.

2.3 In case of conflict, the order of precedence is: (a) Special Conditions; (b) Conditions; and (c) Customer Order.

  1. BASIS OF SALE

3.1 Each Customer Order is considered an offer, subject to these Conditions. The Customer is responsible for ensuring the completeness and accuracy of the Customer Order.

3.2 A binding Contract is established when the Supplier issues a Supplier Confirmation or dispatches the Products to the Customer, whichever occurs earlier.

3.3 The Customer acknowledges not relying on statements, promises, or representations not set out in the Contract and must ensure Product suitability.

  1. DESCRIPTION

4.1 The Products' description and quantity are per the Customer Order. Samples, drawings, etc., issued by the Supplier are for illustrative purposes and not part of the Contract.

4.2 Any errors in Supplier Confirmation, literature, etc., are subject to correction without liability.

4.3 Employees, contractors, and agents cannot make binding representations. The Customer acknowledges not relying on non-written representations, except for fraudulent misrepresentation.

4.4 Advice or recommendations on Product storage, application, or use must be confirmed in writing by an authorized officer of the Supplier.

  1. DELIVERY

5.1 Unless agreed otherwise in writing, Products are delivered to the Customer's address on the Customer Order.

5.2 Delivery dates are estimates; time for delivery is not essential unless specified.

5.3 If delivery is ex-works, the Customer must accept within two days of notice.

5.4 If the Customer fails to accept delivery, risk passes to the Customer, and the Supplier may store the Products at the Customer's cost.

5.5 Redelivery after a failed attempt may incur additional charges.

5.6 The Supplier may deliver in separate instalments, with each as a separate Contract.

5.7 Non-delivery claims must be notified within seven days after the scheduled delivery date.

5.8 Supplier liability for non-delivery is limited to replacement within a reasonable time or issuing a credit note.

  1. PRICE

6.1 If the Price is not in the Customer Order or Supplier Confirmation, it's the Price List on the delivery date.

6.2 Price is in UK £s and excludes applicable VAT and delivery charges unless stated otherwise.

  1. PAYMENT TERMS

7.1 Without a Credit Facility, the Customer must settle invoices immediately. No delivery until full payment.

7.2 With a Credit Facility, an invoice is issued upon Product delivery.

7.3 'Special' or 'non-standard' Products require immediate payment.

7.4 Payment terms for invoices are 30 days from the end of the month of delivery.

7.5 Full payment is due without deduction unless a valid court order requires otherwise.

7.6 Failure to pay incurs interest at 8% above the Bank of England's base lending rate.

  1. RISK & RETENTION OF TITLE

8.1 Products are at the Supplier's risk until delivery; risk transfers to the Customer thereafter.

8.2 Full title passes to the Customer upon full payment for the Contract and any other sums due.

8.3 Until title passes, the Customer must hold, store, and maintain the Products as the Supplier's property.

8.4 The Supplier can recover payment for Products even if title hasn't passed.

8.5 Customer's right to possession ends if the Contract is terminated, and payment is outstanding.

8.6 The Supplier has a license to enter premises to recover Products if the right to possession terminates.

  1. EARLY TERMINATION

9.1 The Supplier may terminate the Contract if the Customer undergoes specified events.

9.2 Contract termination without liability may occur if Products are mistakenly priced; the Customer has the option to reconfirm at the correct Price.

9.3 Termination does not affect accrued rights or liabilities.

  1. QUALITY AND WARRANTIES

10.1 The Supplier warrants Products per the Limited Warranty Policy.

10.2 Other implied warranties, except those under the Sale of Products Act 1979, are excluded.

  1. LIMITATION OF LIABILITY

11.1 The Supplier's financial liability is limited to specified scenarios in connection with the Contract.

11.2 Exceptions to the limitation include death, personal injury, statutory rights, illegal exclusions, or fraud.

11.3 Liability exclusions cover various losses, and total liability is limited to repairing or replacing non-compliant Products.

  1. CONFIDENTIALITY AND SUPPLIERS PROPERTY

12.1 The Customer must keep confidential information and Supplier's property secure.

12.2 Materials supplied by the Supplier remain its exclusive property, kept in good condition by the Customer.

12.3 This confidentiality condition survives Contract termination.

  1. UNFORESEEABLE DELAYS

13.1 The Supplier may defer Contract performance due to circumstances beyond its control.

  1. EXPORT OF PRODUCTS

14.1 Products may be supplied for export, and the Customer must comply with relevant laws and regulations.

  1. REGULATORY COMPLIANCE

15.1 The Customer must obtain required licences or consents at its expense. Failure does not justify withholding payment or Contract termination.

  1. COMMUNICATIONS

16.1 All communications must be in writing or by email to specified addresses.

  1. GENERAL

17.1 The Supplier may assign the Contract, but the Customer needs consent to do so.

17.2 Each right or remedy of the Supplier is independent.

17.3 Invalid provisions do not affect the rest of the Contract.

17.4 Failure to enforce any provision doesn't waive rights.

17.5 Waiver of one breach doesn't affect future breaches.

17.6 The Contract represents the entire agreement, and no other statements apply.

17.7 Third parties have no enforceable rights under the Contract.

17.8 The Contract is governed by English law, with the exclusive jurisdiction of English courts.

LIMITED WARRANTY POLICY

  1. WARRANTY

1.1 The Supplier warrants Products for a specified period from production or the allocation of a warranty number, per the Products brochure.

  1. NOTIFICATION

2.1 If the Customer believes in a warranty breach, it must return Products to the Supplier for inspection at its expense.

2.2 Inspection may occur at an agreed location, with the Customer bearing costs on a time and materials basis.

2.3 The Customer must provide the warranty or manufacturing code upon request.

  1. REPAIR OR REPLACEMENT

3.1 After inspection, the Supplier may repair or replace defective Products, returning them at its expense.

3.2 The warranty continues for the unexpired period.

3.3 If the Products are not in breach, the Customer bears the cost of return.

  1. EXCLUSIONS

4.1 Warranty claims are not entertained if:

  • No warranty or manufacturing code is supplied.
  • Notification is delayed more than fourteen days.
  • The Customer continues using notified Products.
  • Alterations or repairs are made without Supplier approval.
  • Defects result from not following Supplier instructions.
  • Defects arise from specified conditions, such as oxidization or using improper electrical equipment.

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