Terms and Conditions

 

1. Contract

1.1 All quotations given, orders accepted and contracts entered into by Purex International Limited (“Purex”) with any person (“Purchaser”) for supply of goods (“Goods”), or for services (“Services”) are subject to these conditions of sale (“Conditions”).  All other terms and conditions, whether expressly stipulated by the Purchaser or implied by trade custom, course of dealing or otherwise are excluded. No variation to these Conditions will be effective unless agreed in writing by an authorised representative of Purex.

1.2 No quotation, estimate or proposal issued by Purex is an offer that is capable of acceptance by the Purchaser. Any order issued by the Purchaser shall be deemed placed subject to these Conditions and shall constitute an offer that Purex may accept or reject. The contract between Purex and the Purchaser (“Contract”) shall be formed at the time Purex accepts the Purchaser’s order. Purex may accept the Purchaser’s order by issuing an order acknowledgement or by other means, including commencing the supply of Goods or the performance of Services. No amendments to the Purchaser’s order shall be valid unless agreed in writing by an authorised representative of Purex.

2. Order and Specifications
The Purchaser shall be responsible to Purex for ensuring the accuracy of the terms of any order, including any applicable specification, submitted by the Purchaser, and for giving to Purex any necessary information relating to the Goods or Services within a sufficient time to enable Purex to perform the Contract in accordance with its terms. The specification for the Goods or Services shall be that set out in the Purchaser’s order or as otherwise agreed in writing by Purex. Should an order be cancelled by the Purchaser within 2 months of the relevant delivery date Purex reserves the right to impose a reasonable cancellation charge.

3. Price and Payment
3.1 The price of Goods and Services shall be the price quoted by Purex. Quoted prices shall remain valid for 30 days. Prices do not include carriage and packing which will be charged at cost plus a handling fee unless otherwise specified in writing.  Express or Special Delivery at the Purchaser’s request will always be at the Purchaser’s expense.  Prices do not include VAT.

3.2 Unless otherwise agreed in writing payment of invoices shall be made in full without any deduction or set-off within 30 days of the invoice date. Payment shall be due whether or not property in the Goods has passed. Time for payment shall be of the essence.  If the Purchaser fails to pay Purex any sum due pursuant to the Contract, the Purchaser shall be liable to pay interest to Purex on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of The Bank of England, accruing on a daily basis until payment is made, whether before or after any judgement.  Purex reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.  Purex may also, without prejudice to any other remedy suspend or cancel further supply of Goods or performance of Services whether under this or any other Contract until the Purchaser makes payment in full together with any applicable interest.

4. Delivery
4.1 Delivery of the Goods shall unless otherwise agreed be made by Purex delivering the Goods to the location specified in the Purchaser’s order or by the Purchaser collecting the Goods at Purex's premises.

4.2 Any dates or times for delivery of Goods and performance of the Services are approximate only. Purex shall use reasonable endeavours to meet such dates or times but so long as it uses such reasonable endeavours Purex shall not be liable to the Purchaser, in contract, tort, negligence or otherwise for any loss or damage whatsoever resulting from any late delivery or performance

4.3 Where the Goods are delivered by instalments, any breach by Purex in respect of any one or more instalments shall not entitle the Purchaser to terminate the Contract in whole or in part.

4.4 Upon receipt of the Goods the Purchaser shall examine them and shall within 48 hours of such receipt give notice in writing to Purex of any apparent defects and/or shortages. The parties will agree between themselves such further action as may be necessary to remedy the defect and/or shortage. Purex shall not be liable for any such defects and/or shortages notified to it after the period of 48 hours after receipt.

5. Risk and Title

5.1 Risk of damage to or loss of the Goods shall pass to the Purchaser when Purex delivers the Goods to the Purchaser or, if the Purchaser collects the Goods from Purex, when the Goods are loaded onto transport at Purex’s premises.

5.2 Notwithstanding the passing of the risk, Purex shall retain title to and ownership of the Goods until it has received payment in full of all sums due for the Goods.

5.3 Until title in the Goods has passed to the Purchaser, the Purchaser shall be in possession of them as a bailee of the Goods for Purex and shall store the Goods, properly insured and protected, separately from any Goods belonging to the Purchaser or any third party and shall be clearly marked and identifiable as being Purex’s property. Purex shall be entitled to enter the Purchaser’s premises upon reasonable notice to verify the Purchaser’s compliance with this clause. If the Purchaser fails to make any payments to Purex when due, or any of the circumstances set out in Clause 8.2 arise, then Purex will have the right, without prejudice to any other remedies:
5.3.1 to enter, without prior notice, any premises where Goods owned by Purex may be, and to repossess and dispose of any such Goods; and/or
5.3.2 to require the Purchaser not to resell or part with possession of any Goods owned by Purex until the Purchaser has paid in full all sums due to Purex under this or any other Contract.

5.4 The Purchaser 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 Purex and if the Purchaser does so all monies owing by the Purchaser to Purex shall (without prejudice to any other right or remedy of Purex) forthwith become due and payable.

6. Warranty & Liability    
6.1 Goods manufactured by Purex : Purex warrants that the Goods manufactured by it will be free from defects in materials and workmanship for a period of 12 months from the date of installation or 15 months from the date of despatch from Purex’s premises, whichever period expires earlier.  Exceptions :
Spare parts including replacement filters : 3 months from installation or 4 months from despatch
Used and ex-demonstration equipment: 3 months from installation or 4 months from despatch
In the case of any breach of warranty then Purex shall at its option remedy such defects or refund such sums as the Purchaser has paid to Purex in respect of such Goods. Purex shall be under no liability under the above warranties:
6.1.1     arising from any drawing, design or specification supplied by the Purchaser;
6.1.2     arising from improper installation, storage, use, modification or operation including but not limited to the use of consumable items not approved by Purex;

6.2 Goods manufactured by third parties : Purex will use its best endeavours to obtain for the purchaser the benefit of any warranty provided by the original manufacturer of the Goods.  Repair or replacement, in whole or in part, of Goods which fail due to faulty manufacture is available from the original manufacturer under its warranty.  Purex must be consulted to approve the return of Goods for replacement or repair under the original manufacturer’s warranty. 

6.3 All replacement items will be charged at the point of despatch.  Provided the original items are received back at Purex within 28 days from the date upon which the Returns Authorisation Number is issued and Purex agree following testing / inspection that these are defective, a credit note will be issued. 

6.4 Services : Purex warrants that it will carry out the Services with reasonable care and skill. If Purex is shown to be in breach of this warranty in respect of particular Services it shall at its option and cost either re-provide those Services or refund any sums already paid in respect of those Services.

6.5 Purex does not exclude or limit its liability in negligence for death or personal injury, or for fraud or wilful default, or otherwise to the extent that any exclusion or limitation of its liability is void, prohibited or unenforceable by law.

6.6 Subject to Clauses 6.1 - 6.5, all representations, warranties and conditions implied by trade custom, course of dealing, statute, common law or otherwise are excluded to the fullest extent permitted by law.

6.7 Subject to Clause 6.5, in no circumstances shall Purex be liable to the Purchaser, in contract, tort, negligence or otherwise, for any incidental or consequential loss including, without limitation, any loss of profit, business, revenue, goodwill or anticipated savings or for any special, exemplary or consequential damages or other financial loss whatsoever arising out of or in connection with the Contract or the supply of the Goods or Services or their use or resale (if applicable) by the Purchaser.

6.8 If notwithstanding the provisions of these Conditions Purex is found liable for any loss suffered by the Purchaser arising in any way out of or in connection with the Contract or the supply of any Goods or Services, that liability shall in no event exceed the price paid for such Goods or Services.

6.9 The parties hereby confirm that notwithstanding any other provision of the Contract or these Conditions, the Contract shall not and shall not purport to confer on any third party the right to enforce any term of the Contract for the purposes of the Contracts (Rights of Third Parties) Act 1999.

6.10 Purex and third party Software
6.10.1 Software is licensed (or sublicensed, in case of third party  Software) by Purex to the Purchaser.  
6.10.2 Purex warrants that the media on which the Software is recorded is free from defects in material and workmanship under normal use for a period of thirty days from the date of despatch.
6.10.3 Purex warrants that any Purex Software will perform in substantial compliance with the specification for a period of 90 days from installation.
6.10.4 Purex warrants that any third party Software will perform in substantial compliance with the Software documentation issued by the original manufacturer of the Software and for the period specified therein. 
6.10.5 Purex (and, where applicable, the original manufacturer of the Software) do not warrant that the functions contained in the Software will meet Purchaser’s requirements or operate in the combination that may be selected for use by Purchaser, that the operation of the Software will be uninterrupted or error-free or that all defects in the Software will be corrected.  
6.10.6 The entire liability of Purex (and, where applicable, of the original manufacturer of the Software) shall be, at Purex’s option, either :
(a) Return of all sums paid by the Purchaser for the Software, or    
(b) Replacement of the Software or media that does not meet Purex or the original manufacturer limited warranty and which is returned to Purex under its return policy. 
6.10.7 Any replacement Software or media will be warranted for the remainder of the original warranty period or 30 days, whichever is longer.

7. Force Majeure
Purex shall not be deemed in breach of the Contract or otherwise liable to the Purchaser, by reason of any delay in performance, or non-performance of its obligations under the Contract to the extent that such delay or non-performance is caused by an event or circumstance beyond Purex’s reasonable control. In such events Purex may, without liability to the Customer, reasonably vary the terms of the Contract including but not limited to extending the time for performing the contract by a period of at least equal to the time lost due to such an event.

8. Termination
8.1 Purex may at any time by notice in writing to the Purchaser terminate the Contract with effect from the date of service of such notice if:
8.1.1 The Purchaser commits a material breach of the Contract and fails to remedy such breach within 14 days after Purex has given written notice to the Purchaser identifying the breach and requiring it to be remedied; or
8.1.2 The Purchaser is unable to pay its debts as they fall due within the meaning of Section 123 of the Insolvency Act 1986 or if any petition is presented for the appointment of an administrator or receiver or trustee in bankruptcy in respect of the Purchaser or any part of its undertaking or assets or an administrative receiver is appointed in respect of any of the Purchaser’s undertaking or assets or if the Purchaser makes or attempts to make any arrangement with or for the benefit of its creditors or if the Purchaser ceases or threatens to cease to carry on business.

9. Miscellaneous
9.1 The expressions “in writing” and “written” include fax transmission. Purex shall be entitled to sub-contract any or all of its obligations under the Contract and to assign the Contract and the Customer shall at Purex’s cost do all such things as may be necessary to enable Purex to so assign the Contract. Any failure or neglect by Purex to enforce at any time any provision of the Contract shall not be construed nor deemed to be a waiver of any of Purex’s rights under the Contract. The Contract shall be governed by and construed in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English courts in relation to any claim or controversy arising out of or connected with the Contract.

9.2 New Accounts : Credit accounts cannot be opened under the minimum amount in operation at the time of placing the order.  Customer’s wishing to open a credit account must furnish two trade references and a Bank reference.

9.3 Specification Alterations : Purex reserves the right to alter the specification of any goods without prior reference to the Purchaser provided that the goods comply in all other known respects with the Purchaser’s requirements.

9.4 Trade-Marks / Patents : The supply of goods by Purex shall not confer any right upon the Purchaser to use any Purex trade-mark without prior written consent of Purex and at all times such trade-mark shall remain the property of Purex.  Neither does it imply any right to use any Purex patent or any indemnity against infringement of third party patents.

9.5 Catalogues : Catalogues and other advertising matter are issued to indicate the type and range of goods we offer and no particulars therein are binding to Purex.