Conditions of Sale
Conditions of Sale
Primasil Silicones Ltd are a private limited company based in the UK, registered number 02105252.
Our main trading address is Kington Road, Weobley, Herefordshire HR4 8QU, UK.
a) These Conditions and every contract made pursuant thereto shall be governed by and construed in Accordance with English law.
b) Contracts and orders are only accepted upon and subject to our Conditions of Sale as set out herein. No variation of these Conditions shall be effective unless expressly accepted by us in writing.
c) Any latitude or concession allowed by us to the Customer shall not prevent our subsequently exercising our full rights under the Contract in all respects.
d) We shall not be expected to know that goods may be used for medical, life-saving, safety critical, pharmaceutical, toxic, explosive, radioactive or highly flammable products, use in power stations, computers, or computer rooms, used in refineries, bulk storage, production premises in the oil, gas or chemical industries, used on Ministry Of Defence premises, used in hovercraft or aerospace systems, used underground or underwater, used in connection with railways, airfields, or airports, used in steering or braking systems of motor vehicles. If any goods supplied by us are intended for any of these uses, this must be stated explicitly in the Order.
2. Prices and Quotations
a) For ecommerce goods, prices are quoted on our website. Due to human error, technology issues, or other reasons, from time to time incorrect prices may be quoted. We reserve the right to decline orders where the prices quoted are incorrect. In the case of declined ecommerce orders, a full refund will be made as soon as possible.
b) For regular (non-ecommerce) order, current prices will be quoted for our products to each customer. These may be subject to alteration without notice and orders are only accepted on the basis that prices charged are those ruling at the date of despatch. In the event of an increase in price of our ingredients, components, &/or raw materials we reserve the right to pass these on to the customer with at least 30 days’ notice. Prior to manufacture of the product the customer has the right to cancel the order for the product.
c) Unless otherwise stated, any quote given by us is an invitation to the Customer to make an offer only and no order of the Customer shall be binding on us unless and until it is accepted in writing on our Order Acknowledgement Form.
d) Offers of goods ex-stock are subject to such goods remaining in stock and unsold at the time of our receipt of order.
e) The Customer shall make no objection to our supplying a margin of 10% above or below ordered quantities.
f) We reserve the right to vary the price for the goods should the Customer order different quantities from those stated and quoted for, and/or require delivery over a different period; the cost of any variation or modification in design, specification,
3. Settlement Terms
a) Except for sales of tooling, and where otherwise agreed by us, all accounts are strictly net for settlement 30 days from date of invoice. Tooling sales are due for settlement one-third with order, one-third with delivery, and one-third 30 days from date of invoice.
b) We reserve the right to charge interest on overdue accounts at 8% above the Bank of England base rate.
c) Time for payment shall be of the essence of the Contract and failure to pay at the time specified shall entitle us forthwith without notice to suspend further deliveries without prejudice to any other remedy we have.
4. Moulds, Dies, Jigs
a) Except where otherwise agreed we are solely entitled to the property in and of use of all moulds, dies and jigs provided by us; where an agreed part change or contribution towards the cost of any mould, die or jig is levied, we will undertake to reserve these exclusively for the manufacture of products against Customers’ orders, unless otherwise agreed in writing.
a) Customers’ property sent to us for treatment and moulds sent to us for production purposes are subject to a general lien for work done upon or with them and also for the general balance of the account. Whilst every care will be exercised, we cannot accept any liability for damage to such items whilst in our possession, nor can we agree to accept any debit or charge in connection with such goods when sent forward to us.
b) Unless otherwise agreed in writing, the carriage paid conditions under clause 6 below does not apply to goods sold incorporating Customer’s property sent to us for treatment, carriage charges on such goods being for the purchaser’s account.
a) All goods are supplied carriage paid, and consigned by our preferred carrier, unless otherwise specified by the Customer or advised by us on our quotation.
7. Delivery Risk and Property.
a) Risk of damage to or loss of the goods shall pass to you:
(1) In the case of goods to be delivered at our premises, at the time when we notify you that the goods are available for collection, or
(2) In the case of goods to be delivered otherwise than at your premises, at the time of delivery or, if you wrongfully fail to take delivery of the goods, the time when we have tendered delivery of the goods.
(3) Where we do not deliver, or if the place for delivery is specified or agreed, delivery shall take place at our works immediately prior to loading for despatch to the Customer
b) In all cases the risk in respect of all goods shall pass to the Customer at the time of delivery
c) Notwithstanding such delivery, until the price of the goods comprised in this or any other contract between the Customer and us shall have been paid or satisfied in full.
(1) The title to and property in the goods shall remain vested in us
(2) We may at any time recover and resell the goods (if in the Customer’s possession or under its control) if any sum owed by the Customer to us under this contract is not paid on the due date for payment. For the purpose of exercising our rights under this sub-clause (2) we, our servants or agents together with all necessary and appropriate transport shall be entitled to free and unrestricted entry upon the Customer’s premises and/or the location where the goods are situated
(3) The Customer shall possess the goods as our baillee and shall store the goods for us in a proper manner without charge and ensure that they are clearly identified as belonging to us
(4) The Customer is hereby authorised to sell the goods in the ordinary course of its business as our agent and for our account and to pass goods title in the goods to its purchasers being bona fide purchasers for the value without notice of our rights, but for the Customer’s right of resale shall automatically cease if any sum owed by the Customer to us under any contract is not paid on the due date for payment
(5) Upon the resale of the goods by the Customer the proceeds of sale thereof shall be received and held by the Customer in trust for us but the Customer shall be entitled to retain for itself therefrom any excess over the amount then outstanding under this or any other contract.
(6) Nothing in this sub-clause (c) shall;
(i) Entitle the Customer to return the goods and/or materials or to delay payment therefore; or
(ii) Constitute or be deemed to have constituted the Customer as our agent otherwise than for the purpose of this sub-clause (c); or
d) Authorise the Customer to give or make any representation to any third party in relation to the goods that shall be binding on us. Where damage to or total or partial loss of goods occurs before delivery to the Customer, we undertake (subject to receiving written notice as mentioned below) to replace or (at our discretion) repair free of charge any goods so damaged or lost within a reasonable time except that we may as a condition thereof require the Customer to return any damaged goods to our works.
e) Both the carrier (if appropriate) and ourselves must be advised (otherwise than upon carriers documents) within 14 days of receipt of invoice if goods are not delivered or within 3 days of delivery if damage, pilferage or shortage is revealed upon receipt of goods. Provided that such notice is given we will endeavor to assist the Customer to obtain proof of delivery or admission of damage, pilferage or short delivery.
f) Save as expressly provided in this capital condition we shall not have any liability whatsoever for or in connection with damage to or loss of goods in transit to the contracted place of delivery.
8. Delay in Delivery
a) Orders will be executed as expeditiously as possible, but where a delivery date is quoted it is a settlement of expectation only, and time of delivery shall not be of the essence of Contract.
b) If having used our reasonable endeavors we fail to despatch or deliver by any stated date, such failure shall not be a breach of Contract and the Customer shall not be entitled to claim compensation for such failure or any consequential loss or damage resulting therefrom.
c) No liability is accepted for direct or consequential loss or damage arising from delay in delivery or failure to deliver due to fire, storm, strike action or other industrial disputes, inability to obtain or shortage of supplies or other matters whatsoever outside our control.
a) Normal packaging requirements are included in the cost of the goods; any special packaging must be specified and paid for by the Customer.
10. Installment Contracts
a) Where goods are delivered or services are supplied by installments;
(1) Each such installment be deemed to be sold or supplied under a separate contract to which these Conditions shall apply and save as provided in Clause 3 no default in respect of any one installment shall affect or prejudice due performance of the Contact as regards any other installments; and
(2) The Customer shall be obliged to pay for each installment upon the terms set out in Clause 3.
a) Where any goods or service are shown to our reasonable satisfaction to be defective by reason of faulty materials or workmanship, or (in the case of goods other than Special Goods as defined in clause 12) Design, we shall at our sole discretion either:
(1) Deliver replacement goods and/or supply further services to the Customer free of charge or
(2) Refund to the Customer the Contract price of such goods and/or services or
(3) Require the Customer to retain the goods and/or services and grant to the Customer a reasonable allowance in respect of such defects.
(4) Provided that:
(i) The Customer shall notify us in writing within 14 days of receipt of goods and
(ii) If so required by us, all defective goods are first returned to our premises carriage paid and
(iii) The goods shall have been properly and correctly stored and/or used by the Customer and
(iv) Our liability for any such defects shall be limited stored in sub-clause (b) and (c) of this Clause.
b) Unless product specific aging tests have been carried out and approved by the customer, we shall not be liable for any claims with regards to cosmetic and /or visual changes to the product over time.
c) Our liability for any claim or claims for direct injury, loss or damage made by the Customer against us whether in contract or in tort (including negligence on our part or part of our servants or agents) arising out of our connection with any defect in the goods and/or services or any act, omission, neglect or default (whether or not the same constitutes a fundamental breach of the Contract or the breach of a fundamental term thereof) of ourselves or of our servants or agents in the performance of the Contract (including without limiting the generality of the foregoing breach of any condition or warranty whether express or implied by statute, common law, or otherwise howsoever) shall be limited in the case of any defect in the goods and/or services to the contract price of the goods and/or services the subject of the claim or claims and in any other case to the total contract price payable by the Customer under the Contract.
d) We shall not be liable for any claims for indirect or consequential injury, loss or damage made by the Customer against us whether in contract or in tort (including negligence on our part or on the part of our servants or agents) arising out of or in connection with defect, act, omission, neglect or default referred to in sub-clause (c) of this Clause.
e) Nothing in these Conditions shall;
(1) Limit or exclude our liability in respect of death or personal injury resulting from our negligence or that of our servants or agents or
(2) Limit or exclude the respective rights and remedies of ourselves and the Customer under the Unfair Contract Terms Act 1977.
12. Customer Designed Goods
a) We accept no responsibility whatsoever for the suitability or fitness of Goods for any purpose when manufactured in accordance with designs provided by the Customer, whether or not such purpose is made known to us and the conditions implied by sections 13 to 15 of the Sale Of Goods Act 1979 shall be excluded. The customer undertakes to indemnify us and keep us fully effectively indemnified from and against all actions, proceedings, claims, costs, loss, damage or expense whatsoever, whether arising in contract or in tort which we may suffer or incur as a result of any defect in Customer Designed Goods, whether in quality, design, fitness for purpose or in any other way whatsoever unless the same is due directly to our negligence or the negligence of our servants or agents.
b) The customer represents and warrants to us that neither the goods designed by the customer nor the manufacture thereof by us will infringe any patent, copyright, registered design or other proprietary right of any third party (third party rights) and the Customer further undertakes to indemnify us and keep us fully and effectually indemnified from and against all actions, proceedings, claims, costs, loss, any amounts paid by us (upon legal advice) in settlement of any claim out of Court. For the avoidance of doubt, we accept no responsibility whatsoever for the infringement of third party or any other rights for goods manufactured in accordance with designs provided by the Customer.
c) Goods designed by the customer (whether or not own-named branded or marked) but not accepted by the Customer (for whatever reason) may be sold in the open market for such price as we may be able to obtain. We may reimburse ourselves out of the proceeds without prejudice to any further course of action by us for recovery.