PREMIER COMPLIANCE
Standard Conditions of Sale
1. INTERPRETATION
1.1 In these Conditions:
BUYER means the person who accepts a quotation of the Seller for the sale of the Goods and/or performance of the Service or whose order for the Goods and/or Service is accepted by the Seller.
CONDITIONS means the standard Terms and Conditions of Sale set out in this document and (unless the context otherwise requires) includes any special Terms and Conditions agreed in writing between the Buyer and the Seller.
CONTRACT means the contract for the purchase and sale of the Goods and/or performance of the Service consisting of the contractual documentation as disclosed in Condition 2.1, the Conditions and any schedules.
GOODS means the Goods (including any instalment of the Goods or any parts for them) which the Seller is to supply in accordance with these Conditions as part of the Service.
INTELLECTUAL PROPERTY means all inventions, patents, utility models, designs (both registered or unregistered and including rights relating to semi-conductor topographies), database rights, copyright and trade marks (both registered and unregistered), together with all rights to the grant of and applications for the same and including all similar or analogous rights and all other rights in the nature of intellectual and industrial property throughout the world and all future rights of such nature.
LOSS means any costs, claims, proceedings, demands, damages, compensation, awards,
expenses (including professional) or other loss (including special, consequential, loss of
profit and other economic loss) whatsoever;
SELLER means Premier Compliance UK Limited (registered in England and Wales under number 05759083).
SERVICE means the Service(s) (including any parts of the Service) which the Seller is to supply in accordance with these Conditions.
WRITING includes faxes and email but not text messaging via mobile phone.
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to
that provision as amended, re-enacted or extended at the relevant time.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
1.4 In these Conditions words importing the singular only shall include the plural and vice versa.
2. BASIS OF THE CONTRACT
2.1 The Buyer’s purchase order, or the Buyer’s acceptance of a quotation for Goods and/or Services by
the Seller, constitutes an offer by the Buyer to purchase the Goods or Services specified in it on the
Conditions. No offer placed by the Buyer shall be accepted by the Seller other than:
2.1.1 by a written confirmation or acceptance issued and executed by the Seller’s authorised
representative; or
2.1.2 (if earlier) by the Seller providing the Goods and/or Services, when the Contract will be established.
The Conditions will apply to and be incorporated into the Contract and shall prevail over any terms or conditions contained, or referred to, in the Buyer’s purchase order, confirmation of order, acceptance of a quotation or specification, or any inconsistent terms or conditions implied by law, trade custom, practice or course of dealing.
2.2 Quotations are given by the Seller on the basis that no contract shall come into existence except in
accordance with Condition
2.1 Any quotation is valid for a period of [30 days] from its date, provided that the Seller has not
previously withdrawn it.
2.3 Any typographical, clerical or other error or omission in any sales literature, quotation, price list,
acceptance of offer, invoice or other document or information issued by the Seller shall be subject to
correction both before or after the Contract is made without any liability on the part of the Seller.
2.4 Notwithstanding Condition 2.1, where the Goods consist (in whole or part) of products manufactured
by third parties, then the Contract shall consist of these Conditions together with the terms and
conditions of the relevant third party manufacturer so far as they relate to the use of the products.
3. ORDERS AND SPECIFICATIONS
3.1 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order
(including any applicable specification) submitted by the Buyer, and for giving the Seller any
necessary information relating to the Goods and/or Service within a sufficient time to enable the
Seller to perform the Contract in accordance with its terms.
3.2. The quantity, quality and description of and any specification for the Goods shall be those set out in
the Seller's quotation (if accepted by the Buyer) or the Buyer's order (if accepted by the Seller).
3.3. The description of and any specification for the Service shall be those set out in the Seller's quotation
(if accepted by the Buyer) or the Buyer's order (if accepted by the Seller).
3.4 The Seller reserves the right to make any changes in the specification of the Goods and/or Services
which are required to conform with any applicable safety or other regulatory requirements or which do
not materially affect their quality or performance.
3.5 No order which has been accepted by the Seller may be cancelled by the Buyer except with the
agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against
all Losses (including the cost of all labour and materials used) incurred by the Seller as a result of
cancellation.
4. PRICE OF THE GOODS AND/OR SERVICES
4.1 The price of the Goods and/or Services shall be the Seller's quoted price. All prices quoted are valid
for [30 days] only or until earlier acceptance by the Buyer, after which time they may be altered by the
Seller without giving notice to the Buyer.
4.2 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the
price of the Goods and/or Services to reflect any increase in the cost to the Seller which is due to any
factor beyond the control of the Seller (including without limitation, any foreign exchange fluctuation,
currency regulation, increase or imposition of taxes and duties, significant increase in the costs of
labour, materials or other costs of manufacture) or due to any change in delivery dates, quantities or
specifications for the Goods and/or Services which are requested by the Buyer, or any delay caused
by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or
instructions.
4.3 The price is exclusive of any applicable value added or any other sales tax or duty and for which the
Buyer shall be additionally responsible for paying.
5. TERMS OF PAYMENT
5.1 Subject to Condition 5.2, and any special terms agreed in writing between the Buyer and the Seller,
the Seller shall be entitled to invoice the Buyer:
5.1.1 for the price of the Goods on or at any time after delivery of the Goods; and/or
5.1.2 for the price of the Services on or at any time after performance of the Services.
5.2 Where the Seller is unable to provide the Service or any part of it by reason of the default of the
Buyer, the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has
notified the Buyer that the Seller has been unable, due to the Buyer's default, to provide the Service
or any part of it.
5.3 The Buyer shall pay the price of the Goods and/or Service in full and without any deduction or set-off
within 30 days of the date of the Seller's invoice, notwithstanding that delivery of the Goods or
performance of the Service may not have taken place or that title in the Goods has not passed to the
Buyer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment
will be issued only upon request.
5.4 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or
remedy available to the Seller, the Seller shall be entitled to:
5.4.1 cancel the Contract or suspend any further deliveries of the Goods or performance of Services to the
Buyer under the Contract;
5.4.2 appropriate any payment made by the Buyer to such of the Goods and/or part of the Service (or the
Goods and/or Services supplied under any other Contract between the Buyer and the Seller) as the
Seller may think fit (notwithstanding any purported appropriation by the Buyer) and;
5.4.3 charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate
prescribed by the Late Payment of Commercial Debts (interest) Act 1998, until payment in full is
made.
5.5 The Seller reserves the right where any doubts arise as to the Buyer's financial position or in the case
of failure to pay for any Goods and/or Service or any delivery or instalment as aforesaid to suspend
performance of the Service or any part of the Service without liability until payment or satisfactory
security for payment has been provided.
6. DELIVERY OF THE GOODS AND/OR PERFORMANCE OF THE SERVICE
6.1 Unless agreed otherwise between the parties, performance of the Service shall be made by the Seller completing the Service. Unless agreed otherwise between the parties, performance of the Service
shall be made by the Seller completing the Service.
6.2 Any dates quoted for delivery of the Goods and/or performance of the Service are approximate only
and the Seller shall not be liable for any delay howsoever caused. Time for delivery and/or
performance shall not be of the essence unless previously agreed by the Seller in writing. Where
delivery and/or performance is agreed to be made within a certain period, that period shall only be
deemed to commence once the Seller is in receipt of all the information requested by the Seller from
the Buyer. The Goods may be delivered and/or the Service performed by the Seller in advance of the
quoted delivery and/or performance date upon giving reasonable notice to the Buyer.
6.3 Where the Goods are to be delivered and/or the Service performed in instalments, each delivery or
instalment shall constitute a separate contract and failure by the Seller to deliver and/or perform any
one or more of the instalments in accordance with these Conditions or any claim by the Buyer in
respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as
repudiated.
6.4 If the Buyer refuses or fails to take delivery of the Goods or of any instalment thereof or fails to give
the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of
any cause beyond the Buyer's reasonable control or by reason of the Seller's fault) then, without
prejudice to any other right or remedy available to the Seller, the Seller may:
6.4.1 store the Goods until actual delivery (at the risk of the Buyer) and charge the Buyer for the
reasonable costs (including insurance) of storage; or
6.4.2 terminate the Contract with immediate effect, sell the Goods at the best price readily obtainable and
(after deducting all reasonable storage and selling expenses) account to the Buyer for the excess
over the price under the Contract or charge the Buyer for any shortfall below the price under the
Contract.
6.5 The Buyer agrees to act in a timely manner and to provide properly competent and qualified
personnel with respect to its obligations under the Contract and to any tasks to be undertaken by it,
whether expressly set out in the Contract or otherwise reasonably requested of it by the Seller. The
Services are provided on the assumption that the Buyer and its agents will fulfil their obligations and
tasks on time and as stated.
6.6 If, as a result of any act or omission by the Buyer or its agents (howsoever caused) which is not
directly and wholly caused by the Seller (including the provision of any incorrect or inadequate
information or data by the Buyer), the Seller is prevented or delayed from performing any of its
obligations under the Contract or the cost of such performance increases, then:
6.6.1 the time for performance of the Seller’s obligations will be extended for a reasonable period;
6.6.2 the Buyer shall pay the Seller at the Seller’s standard time and materials rates for any additional time
spent and materials used by it with respect to any delays or extra work caused by such act or
omission of the Buyer; and
6.6.3 the Seller may recover all other reasonable loss from the Buyer which it sustains as a direct result of
such act or omission.
7. RISK AND TITLE TO PROPERTY
7.1 Unless otherwise agreed in these Conditions risk of damage to or loss of the Goods shall pass to the
Buyer at the time of delivery.
7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these
Conditions, title in the Goods shall not pass to the Buyer until the Seller has received in cash or
cleared funds payment in full of the price of the Goods and/or Service and all other Goods agreed to
be sold or Service agreed to be performed by the Seller to the Buyer for which payment is then due.
The Seller may apply any payment in satisfaction of any Contract outstanding at the date of payment
notwithstanding that payment is expressed to be made in respect of a particular Contract.
7.3 Until such time as title in the Goods passes to the Buyer, the Buyer shall once it has possession of
the Goods:
7.3.1 hold the Goods as the Seller's fiduciary agent and bailee;
7.3.2 keep the Goods separate from those of the Buyer and third parties and properly stored, protected and
insured and separately identifiable as the Seller's property; and
7.3.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods.
7.4 Until title in the Goods passes to the Buyer, the Seller shall be entitled at any time to require the
Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so immediately, to enter upon
any premises of the Buyer or any third party where the Goods are stored and repossess the Goods
and the Buyer hereby assigns to the Seller all rights and claims that the Buyer has against any such
third party.
7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any
indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so, all
monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the
Seller) forthwith become due and payable.
8. QUALITY AND LIABILITY
8.1 No later than five (5) days following completion of the Services, the Buyer shall issue a signed
confirmation to the Seller confirming its acceptance of the Goods and Services and their conformity
with any applicable specification.
8.2 The Seller warrants (subject to the other provisions of the
Conditions) that the Services shall be performed using reasonable care and skill provided that time of
performance shall not be of the essence.
8.3 The sole obligation of the Seller under the Warranty in Condition 8.2 shall be to re-perform the
Services as soon as reasonably practicable following the receipt of a complaint communicated in
writing by the Buyer to the Seller.
8.4 The warranty in Condition 8.2 is given by the Seller subject to the following conditions:
8.4.1 the Seller shall be under no liability in respect of any defect in the Service arising from any
specification supplied by the Buyer;
8.4.2 the Seller shall be under no liability under the warranty in Condition 8.2 (or any other warranty,
condition or guarantee) if the total price for the Goods and/or Service has not been paid by the due
date for payment; and
8.4.3 it does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which
the Seller so far as it is able, shall give the Buyer the benefit of any express warranty or guarantee as
is given by the manufacturer to the Seller.
8.5 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods and/or
Service or their failure to correspond with specification shall (whether or not delivery of the Goods or
performance of the Service is refused by the Buyer) be notified to the Seller within 5 days from the
date of delivery or performance, as the case may be, (where the defect or failure was not apparent on
reasonable inspection) within a reasonable time after discovery of the defect or failure. If:
8.5.1 delivery or performance is not refused and the Buyer does not notify the Seller accordingly; or
8.5.2 the Buyer has issued a signed acceptance to the Seller in accordance with Condition 8.1,
the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect
or failure, and the Buyer shall be bound to pay the price as if the Goods and/or Service had been
delivered in accordance with the Contract.
8.6 Where any valid claim in respect of any of the Goods and/or Service which is based on any defect in
the quality or condition of the Goods or their failure to meet specification is notified to the Seller in
accordance with these Conditions, the Seller shall be entitled to repair or replace the Goods (or the
part in question) free of charge, but the Seller shall have no further liability to the Buyer and title to the
Goods so replaced shall revert to the Seller.
9. DISCLAIMER AND LIMITATION OF LIABILITY
9.1 Nothing in the Contract shall limit the liability of the Seller to the Buyer for death or personal injury
resulting from its negligence (as defined in the Unfair Contract Terms Act 1977), for fraudulent
misrepresentation, for breach of the Sellers obligations arising from Section 2 of the Supply of Goods
and Services Act 1982 or for any liability which cannot be excluded by law.
9.2 Subject to Condition 9.1 and the limitations in Condition 8, the following provisions set out the
limitations on the liability of Seller (including any liability for the acts and omissions of its respective
employees, agents and sub-contractors) to the Buyer with respect to:
9.2.1 any breach of its contractual obligations arising under the Contract;
9.2.2 any use made by the Buyer of any of the Goods; and
9.2.3 any representation, statement, act or omission given, made or carried out under or in connection with
the Contract (whether such liability arises in contract, tort, negligence, misrepresentation, breach of
statutory duty or otherwise howsoever).
9.3 It is the Buyer’s responsibility to ensure that the Goods and/or Services are suitable for its needs.
9.4 Except as expressly set forth in the Contract, all conditions, warranties and representations
expressed or implied by statute, common law or otherwise with respect to the Goods and/or the
Services are excluded to the fullest extent permitted by law and in no event shall the Seller be liable
for any negligence or other tortious loss or for any of the following losses or damage (whether such
losses or damage were foreseen, foreseeable, known or otherwise and whether or not the Seller is
advised of the possibility of loss, liability, damage or expense)
9.4.1 loss of revenue;
9.4.2 loss of actual or anticipated profits (including for loss of profits on contracts);
9.4.3 loss of the use of money;
9.4.4 loss of anticipated savings;
9.4.5 loss of business;
9.4.6 loss of operating time or loss of use;
9.4.7 loss of opportunity;
9.4.8 loss of goodwill;
9.4.9 loss of reputation; or
9.4.10 any indirect or consequential loss or damage howsoever caused (including, for the avoidance of doubt, where such loss or damage is of the type specified in Conditions 9.4.1 - 9.4.9). Direct financial and other loss not excluded by this Condition is accepted by the Seller up to the limits set out in Condition 9.5.
9.5 Except as stated in Condition 9.1, the aggregate liability of the Seller to the Buyer (including liability
for recovery of sums paid by the Buyer and for all damages, costs and expenses) with respect to all
claims under or in connection with the Contract shall be limited to the price of the Goods and/or
Services which gave rise to the liability.
9.6 Unless waived in writing by the Seller, no claim, regardless of form, arising out of or pertaining to the
Contract may be brought by the Buyer unless the Buyer has provided to the Seller written notice of
the claim within ninety days of the date on which the Buyer first became aware or could reasonably
have been expected to become aware of the cause of action.
9.7 The parties hereby expressly acknowledge and agree that having taken independent legal advice,
the limitations upon the liability of the Seller in this Condition 9 are in all respects fair and reasonable,
reflect a duly considered allocation of risk between the parties and are reflected in the price paid for
the Goods and/or Services under the Contract.
9.8 The Seller’s prices are determined on the basis of the limits of liability set out in this Condition. In no
case shall the Buyer be entitled to recover from the Seller more than the amount received from the
insurers.
9.9 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of
any delay in performing, or any failure to perform, any of the Seller's obligations in relation to the
Goods and/or Services, if the delay or failure was due to any cause beyond the Seller's reasonable
control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes
beyond the Seller's reasonable control:
9.9.1 act of God, explosion, flood, tempest, fire or accident;
9.9.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
9.9.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any
governmental, parliamentary or local authority;
9.9.4 import or export regulations or embargoes;
9.9.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the
Seller or of a third party);
9.9.6. difficulties in obtaining raw materials, labour, fuel, parts or machinery;
9.9.7 power failure or breakdown in machinery.
10. INSOLVENCY OF BUYER
10.1 This Condition applies if:
10.1.1 the Buyer makes any voluntary arrangement with its creditors or becomes subject to an
administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into
liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
10.1.2 an encumbrancer takes possession, or a Receiver is appointed, of any of the property or assets of
the Buyer; or
10.1.3 the Buyer ceases, or threatens to cease, to carry on business; or
10.1.4 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation
to the Buyer and notifies the Buyer accordingly.
10.2 If Condition 10.1 applies then, without prejudice to any other right or remedy available to the Seller: 10.2.1 the Seller shall be entitled by written notice to the Buyer to cancel the Contract or suspend any further
deliveries and/or performance under the Contract without liability to the Buyer; and
10.2.2 if the Goods have been delivered and/or the Service performed but not paid for, the price shall
become immediately due and payable notwithstanding any previous agreement or arrangement to the
contrary.
11. SUBCONTRACTING AND ASSIGNMENT
11.1 The Seller may sub-contract to any other person the performance any of its obligations under the
Contract.
11.2 The Seller may assign, transfer (in whole or in part) or charge or deal in any manner with this Contract
or the benefit or burden of or the rights under this Contract.
11.3 The Buyer may not without the prior written consent of the Seller assign, transfer (in whole or in part)
or charge or deal in any manner with this Contract or the benefit or burden of or the rights under this
Contract.
12. AMENDMENTS
No amendment of the Contract shall be effective unless it is in writing and signed by or on behalf of each of the parties.
13. WAIVERS AND REMEDIES
13.1 Except as otherwise stated in the Contract, the rights and remedies of each party under the Contract
are in addition to and not exclusive of any other rights or remedies under the Contract or the general
law and may be waived only in writing and specifically.
13.2 Delay in exercising or non-exercise of any right under the Contract is not a waiver of that or any other
right.
13.3 Partial exercise of any right under the Contract shall not preclude any further or other exercise of that
right or any other right under the Contract.
13.4 Waiver of a breach of any term of the Contract shall not operate as a waiver of breach of any other
term or any subsequent breach of that term.
14. SEVERANCE
14.1 If any provision of the Contract is or becomes illegal, invalid or unenforceable in any jurisdiction, that
shall not affect the legality, validity or enforceability in that jurisdiction of any other provision of the
Contract or the legality, validity or enforceability in any other jurisdiction of that or any other provision
of the Contract.
14.2 Whilst the parties consider the provisions contained in the Contract reasonable, having taken
independent legal advice, if any one or more of the provisions are adjudged alone or together to be
illegal, invalid or unenforceable, the parties shall negotiate in good faith to modify any such
provision(s) so that to the greatest extent possible they achieve the same effect as would have been
achieved by the invalid or unenforceable provision(s).
15. ENTIRE AGREEMENT
15.1 The Contract constitutes the entire agreement between the parties with respect to the subject matter
of the Contract and supersedes and extinguishes any prior drafts, agreements, undertakings,
understandings, promises or conditions, whether oral or written, express or implied between the
parties relating to such subject matter
15.2 Each party acknowledges to the other that it has not been induced to enter into the Contract by nor
has it relied upon any representation, promise, assurance, warranty or undertaking (whether in writing
or not) by or on behalf of the other party or any other person save for those contained in the Contract.
Accordingly, each of the parties acknowledges and agrees that the only remedy available to it in
respect of the subject matter of the Contract shall be for breach of contract under the terms of the
Contract and it shall have no right of action against any other party in respect of any such
representation, promise, assurance, warranty or undertaking.
15.3 This Condition shall not exclude any liability which either party would otherwise have to the other or
any right which either of them may have to rescind the Contract in respect of any statements made
fraudulently by the other prior to the execution of the Contract or any rights which either of them may
have in respect of fraudulent concealment by the other.
16. RIGHTS OF THIRD PARTIES
A person who is not a party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce, or to enjoy the benefit of, any provision of the Contract but this does not affect any right or remedy of a third party which exists or is available apart
from that Act.
17. NOTICES
17.1 All notices between the parties with respect to the Contract shall be in writing and signed by or on
behalf of the party giving it. Any notice shall be duly served (i) on delivery if delivered by hand, (ii) 48
hours after sending if sent by first class post or recorded delivery or (iii) on sending if sent or email
(provided that a copy is also sent by post), provided that in each case the notice is sent to the
address of the addressee given at the start of the Contract or such other address as the addressee
may from time to time have notified for the purpose of this condition.
17.2 Any notice or communication given under the Contract shall not be validly served if sent by text
messaging via mobile phone.
18. GOVERNING LAW
The Contract and any dispute or claim arising out of or in connection with it (including any non-contractual claims or disputes) shall be governed by and construed in accordance with the laws of England and Wales.
19. JURISDICTION
In relation to any legal action or proceedings (a) arising out of or in connection with the Contract or its implementation or effect or (b) relating to any non-contractual obligations arising out of or in connection with the Contract, each of the parties irrevocably submits to the exclusive jurisdiction of the English courts and waives any objection to proceedings in such courts on the grounds of venue or on the grounds that proceedings have been brought in an inappropriate forum.