Standard Terms of Business – Sales
Our Products are only offered on these terms. These terms form part of the contract for the sale of our Products to you. We may be prepared to agree changes to these terms but such agreement must be in writing and cannot be inferred from a course of behaviour or custom
(1) About us and the Contract
1.1 Company details. PUROVASO LTD an English company number 06864724 whose registered office is at East Cartshed Barn Borough Hill Farm Catton Road Walton-on Trent Derbyshire DE12 8LL UK (“we” and “us”) Our VAT number is [PUROVASO VAT NUMBER]. We operate the website www.purovaso.com.
1.2 Contacting us. To contact us telephone our customer service team at 01283 850020 or email email@example.com. How to give us formal notice of any matter under the Contract is set out in clause 2.
(2) Our Products
We devise design manufacture market and sell specialist containers for the primary and secondary pharmaceutical industry (our “Products”) which are offered for sale to businesses operating in the industry (“you”).
2.1 Our contract. These terms and conditions (“Terms”) apply to the order by you and supply of Products by us to you (the “Contract”) which is made only in the English Language. No other terms are implied by trade, custom, practice or course of dealin
2.2 Entire agreement. The Contract is the entire agreement between us. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract. The Contract is between you and us. No other person has any rights to enforce any of its terms. You should print or save a copy of these Terms for future reference
(3) Placing an order and its acceptance
3.1 Placing your order.
3.2 You may order online in which case
- Please follow the onscreen prompts to place an order. Each order is an offer by you to buy the Products specified in the order subject to these Terms.
- Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.
- Acknowledging receipt of your order. After you place an order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 3. You must pay for the Products and the chosen delivery method at the time of order.
- You may order offline through our office or one of our distributors, in which case the order will be processed by us and only accepted as set out below.
- Accepting your order. Acceptance of your order takes place when we send the email to you to accept it (Acceptance) at which point the Contract will come into existence.
- If we cannot accept your order. If we are unable to supply you with the Products for any reason, we will inform you of this by email and we will not process your order. We will refund you the full amount including any delivery costs paid as soon as possible.
(4) Our Products
4.1 The Products come in various sizes shapes and materials, which we have selected to be generally appropriate for use in the Pharmaceutical industry. Only you can know the uses and conditions (including chemical contents, temperatures, humidity, vibrations and physical and electronic conditions) to which you will put the Products and we rely upon you to specify and choose the type of Product that is suitable to your use. If you give us full information about your intended use then we will give you our opinion about specification but responsibility will remain with you.
4.2 The images of the Products on our site are for illustrative purposes only. We reserve the right to amend the specification of Products within our discretion or if required by any applicable statutory or regulatory requirement.
5.1 You may cancel the Contract and receive a refund, if you notify us within 7 days of the Acceptance. We will refund 70% of the price paid for the Products.
5.2 You must cancel by post or email to the address set out in Clause 1. You must include details of your order to help us to identify it.
(6) Price of Products and delivery transfer of risk and title
6.1 You must pay for the Products at the time you submit your order. If you are ordering a large quantity and have negotiated credit terms with us then you must pay a 30% deposit with the order. The prices of the Products (plus VAT) and estimated delivery charge will be as quoted on our website, valid quotation or published price list at the time you submit your order. Purchases from international markets to the UK may be subject to international trade tariffs in addition any prices stated, these tariffs are not our responsibility unless specifically stated as included. If you have any additional requirements these will extra and will be stated as additions on our invoice.
6.2 Prices for our Products may change from time to time, but changes will not affect any order that has been accepted. In the case of repeated orders or scheduled deliveries, we reserve the right to notify you of any price increases in a timely manner that may impact a later deliveries.
6.3 The Products are sold Ex Works. We will arrange delivery of the Products to your chosen delivery address as your agent in accordance with the details set out on the Acceptance. Ownership and risk in the Products transfers to you when the Products are collected by the carrier at our designated collection address.
6.4 If we fail to deliver the Products to the carrier, our liability is limited to either giving you a full refund or the cost of obtaining replacement Products of a similar description and quality in the cheapest market available, less the price of the Products. However, we will not be liable to the extent that any failure to deliver was caused by an Event Outside Our Control, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of Products.
6.5 We sell a large number of Products through our site. It is always possible that, despite our reasonable efforts, some of the Products on our site may be incorrectly priced. If we discover an error in the price of the Products you have ordered we will contact you in writing to inform you of this error and we will give you the option of continuing to purchase the Products at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. If we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Products and refund you any sums you have paid.
6.6 We reserve the right to make partial shipments where operationally necessary at our discretion. If we notify you accordingly then you will pay the amount of the total price that we have apportioned to the partial shipment.
6.7 You will be responsible for payment of any import duties and taxes. Please contact your local customs office for further information before placing your order.
6.8 You must comply with all applicable laws and regulations of the country for which the Products are destined. We will not be liable or responsible if you break any such law.
(7) How to pay
7.1 You can pay for Products against a valid invoice by electronic bank transfer or by using a debit card or credit card. For further details of acceptable payment options contact us as detailed in clause 1.1. Any banking or card charges and fees are charged in addition.
7.2 Payment for the Products and all applicable delivery charges is in advance.
7.3 We reserve the right to offset any sums received for existing orders against any outstanding sums due from you.
(8) Manufacturer’s guarantee
Some of the Products we sell to you come with a manufacturer’s guarantee for certain elements of the Product (such as a valve or pump). We assign to you the benefit of all manufacturers’ guarantees and your sole recourse will be to that manufacturer.
(9) Our warranty for the Products
9.1 We warrant that the Products comply with the laws, regulations or standards of the UK but we give no warranty that they comply with such matters outside the UK.
9.2 We provide a warranty that on delivery to the carrier, the Products shall:
(a) Conform in all material respects with their description;
(b) Be free from material defects in design, material and workmanship; and
(c) Be of satisfactory quality (within the meaning of the Sale of Goods Act 1979)
(d) Be capable of being used if stored in their packaging in a safe dry environment for up to 3 months after delivery
9.3 Warranty If you give us notice in writing within 7 days of removal of the packaging and within 3 months of despatch that some or all of the Products do not comply with this warranty and we are given a reasonable opportunity of examining the Products; and (if asked) you return the Products to us (at our cost) we will, at our option, repair or replace the defective Products, or refund the price of the defective Products in full.
9.4 We will not be liable for breach of this warranty if:
(a) You make any further use of the Products after giving notice to us;
(b) You alter or repair the Products;
(c) If we believe the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
9.5 This warranty shall be in full settlement of all claims in respect of defective Products and the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
9.6 These Terms also apply to any repaired or replacement Products supplied by us to you
(10) Our liability: your attention is particularly drawn to this clause
10.1 We only supply the Products for internal use by your business organisation, and you agree not to use the Products for any resale purposes nor to use them as packages for the sale of your goods.
10.2 Nothing in these Terms limits or excludes our liability for:
(a) Death or personal injury caused by our negligence;
(b) Fraud or fraudulent misrepresentation;
(c) Breach of the terms implied by section 12 of the Sale of Products Act 1979 (title and quiet possession); or
(d) Any other liability that cannot be limited or excluded by law.
10.3 Subject to clause 10.2 we will under no circumstances be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(a) Any loss of profits, turnover, sales, business, revenue or financial loss; or
(b) Loss of business or research opportunity or business or research cost or savings;or
(c) Loss of goodwill, reputation, or brand value ; or
(d) Any indirect or consequential loss.
10.4 Subject to clause 10.2, our total liability to you for all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will in no circumstances exceed the price of the Products. As the value of the materials that you place in the Products may be substantial you are urged to consider insurance.
10.5 Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Products. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Products are suitable for your purposes.
11.1 Without limiting any of our other rights, we may suspend the supply or delivery of the Products to you, or terminate the Contract with immediate effect by giving written notice to you and in such circumstances we will refund in full all price paid. Where partial shipments have been made prior to cancellation, repayment will be limited to the outstanding items.
(12) Events Outside Our Control
12.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control an “Event Outside Our Control”).
12.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
(a) We will contact you as soon as reasonably possible to notify you; and
(b) Our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Products to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
12.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days and receive a full refund of the price paid. To cancel please contact us in writing at the address set out in Clause 1.
(13) Communications between us
13.1 When we refer to “in writing” in these Terms, this includes email.
13.2 Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and sent by pre-paid first class post or other next working day delivery service (in which case it will be deemed received 2 working days after posting) or email which has not bounced back and is confirmed by pre-paid first class post (in which case it will be deemed received on the next working day after transmission).
14.1 Assignment and transfer.
(a) We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you by posting on our webpage if this happens.
(b) You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
- Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
- Governing law and jurisdiction. This Contract is governed by English law and each party irrevocably agrees to submit all disputes arising out of or in connection with this Contract to the exclusive jurisdiction of the English courts.
14.2 Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
14.3 Governing law and jurisdiction. This Contract is governed by English law and each party irrevocably agrees to submit all disputes arising out of or in connection with this Contract to the exclusive jurisdiction of the English courts.