Trade Terms & Conditions
WEBSITE TERMS AND CONDITIONS FOR THE SUPPLY OF PRODUCTS BUSINESS TO BUSINESS
This page (together with our Privacy Policy, Terms of Website Use and Website Acceptable Use Policy) tells you information about us and the legal terms and conditions (Terms) on which we sell any of the products (Products) listed on our website (our site) to you.
In these conditions the 'Company' means Protekor Group UK Limited by which the Products in question are sold and 'the Contract ' means these Terms together with any contract in which they may be incorporated by reference or otherwise. The 'Buyer' means the person, organisation or business who purchases the Products from the Company. The 'Products' means the Products (including any instalment of the Products or parts of them) which the Company is to supply in accordance with these Terms. The ‘Order’ means the Buyer’s order submitted through our website for the supply of Products. The ‘Specification’ means any specification for the Products, including any related plans and drawings that are agreed by email between the Company and the Buyer. ‘You’ or ‘your’ means the Buyer. ‘We’, ‘us’ or ‘our’ means the Company. ‘Intellectual Property Rights’ means patents, rights to inventions, copyright and related rights, trade marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.
These Terms will apply to any contract between us for the sale of Products to you . Please read these Terms carefully and make sure that you understand them, before ordering any Products from our site. Please note that before placing an order you will be asked to agree to these Terms. If you refuse to accept these Terms, you will not be able to order any Products from our site.
You should print a copy of these Terms for future reference.
We amend these Terms from time to time. Every time you wish to order Products, please check these Terms to ensure you understand the terms which will apply at that time.
1 INFORMATION ABOUT US AND HOW TO CONTACT US
1.1 We operate the website www.profilestore.co.uk. We are Protektor Group UK Limited, a company registered in England and Wales under company number 01798633 and with our registered office at 15-17 Church Street, Stourbridge, West Midlands, DY8 1LU. Our main trading address is Profile Store, Protektor House, Edwin Avenue, Hoo Farm Industrial Estate, Kidderminster. DY11 7RA. Our VAT number is 396220739.
1.2 Contacting us if you are a business. You may contact us by telephoning our customer service team at 0330 024 5230 or by e-mailing us at info@profilestore.co.uk or in writing to Customer Services, Profile Store, Protektor House, Edwin Avenue, Hoo Farm Industrial Estate, Kidderminster. DY11 7RA. If you wish to give us formal notice of any matter in accordance with these Terms, please see clause 24.2 and 24.3.
2 EFFECT OF CONTRACT
2.1 If there is any inconsistency between the express terms of any other written contract between the Buyer and the Company and any of these Terms, the express terms of these Terms shall prevail.
3 RULING CONDITIONS
3.1 The images of the products on our site are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that a device’s display of the colours accurately reflects the colour of the Products. The Products may vary slightly from those images. Although we have made every effort to be as accurate as possible all sizes, weights, capacities, dimensions and measurements indicated on our site will be within standard tolerances.
3.2 The packaging of the Products may vary from any images on our site.
3.3 If we are making the Product to measurements you have given to us then you are responsible for ensuring the Specification is correct.
3.4 Any Products sold at discount prices, as remnants or as substandard will be identified and sold as such. The Buyer is responsible for making reasonable enquiries before placing an Order to ensure that any such Products are of a satisfactory quality for their intended use by the Buyer.
4 HOW THE CONTRACT IS FORMED BETWEEN YOU AND US
4.1 All contracts of sale shall be subject to these Terms (and any special terms and conditions agreed in writing by the Company) and these Terms cannot be varied, suspended or added to other than by the Company and otherwise except with prior written consent of the Company.
4.2 These Terms shall apply to all contracts for the sale of Products by the Company to the Buyer to the exclusion of all other terms and conditions which the Buyer may purport to apply under any purchase order confirmation of order or similar document or which are implied by law, trade custom, practice or course of dealing.
4.3 The Order constitutes an offer by the Buyer to purchase Products in accordance with these Terms.
4.4 The shopping pages of our site will guide you through the steps you need to take to place an Order with us. Our order process allows you to check and amend any errors before submitting your Order to us. Please take the time to read and check your Order at each stage of the order process.
4.5 It is the Buyer’s sole responsibility to ensure the accuracy of any Order placed with the Company through the site in accordance with clause 4.12.
4.6 The Order shall only be deemed to be accepted when the Company sends you an email that confirms the Products have been dispatched ('Dispatch Confirmation’) at which point the Contract shall be formed between us.
4.7 If we are unable to supply you with a Product, for example because that Product is not in stock or no longer available or because we cannot meet your requested delivery date or because of an error in the price on our site, we will inform you of this by e-mail and we will not process your Order. If you have already paid for the Products, we will refund you the full amount including any delivery costs charged as soon as possible.
4.8 You are deemed to have read and accepted these Terms when you place your Order with us.
4.9 The Company’s employees or agents are not authorised to make any representations concerning the Products unless confirmed by the Company in writing. In entering into the Contract the Buyer acknowledges that it does not rely on any such representations which are not so confirmed.
4.10 Any advice or recommendation given by the Company or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Products which is not confirmed in writing by the Company, is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Company shall not be liable for any such advice or recommendation that is not so confirmed.
4.11 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of Order, invoice or other document regarding information issued by the Company shall be subject to correction without any liability on the part of the Company.
4.12 The Buyer shall be responsible to the Company for assuring the accuracy of the terms of any Order (including any applicable Specification) submitted by the Buyer and for giving the Company any necessary information relating to the Products within a sufficient time to enable the Company to perform the Contract in accordance with its terms.
4.13 The quantity, quality and description of and any Specification for the Products shall be those set out in the Company’s quotation or the Buyer’s Order.
4.14 In the case of Products that are fabricated or customised, if the Products are to be manufactured or any process is to be applied to the Products by the Company in accordance with any Specification submitted by the Buyer, the Buyer shall indemnify the Company against all loss, damages, costs and expenses awarded against or incurred by the Company in connection with or paid or agreed to be paid by the Company in settlement of any claim for infringement of any patent, copyright, design, trademark, or other industrial or intellectual property rights of any other person which results from the Company’s use of the Buyer’s specification.
4.15 The Company reserves the right to make any changes in the Specification of the Products which are required to conform with any applicable statutory or United Kingdom and or European Union requirements or where the Products are to be supplied to the Company’s specification which do not materially affect their quality or performance.
4.16 No Order which has been accepted by the Company may be cancelled by the Buyer, subject to clause 5.4 and 8.5, except with the agreement in writing of the Company and on terms that the Buyer shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of all labour and material used), damages, charges and expenses incurred by the Company as a result of cancellation.
4.17 The Company shall retain any and all Intellectual Property Rights for any design profiles created by the Company. The Buyer accepts that it shall have no Intellectual Property Rights in respect of any design profiles created by the Company.
5 OUR RIGHT TO VARY THESE TERMS
5.1 We amend these Terms from time to time.
5.2 Every time you order Products from us, the Terms in force at the time of your Order will apply to the Contract between you and us.
5.3 We may revise these Terms as they apply to your Order from time to time to reflect changes in relevant laws and regulatory requirements.
5.4 If we have to revise these Terms as they apply to your Order, we will contact you to give you reasonable advance notice of the changes and let you know how to cancel the Contract if you are not happy with the changes. You may cancel either in respect of all the affected Products or just the Products you have yet to receive. If you opt to cancel the Contract in respect of all of the affected Products, you will have to return (at your cost) any relevant Products you have already received and we will arrange a full refund of the price you have paid, including any delivery charges.
6 FUTURE CONTRACTS
6.1 If subsequent to any Contract which is subject to these Terms a further contract of sale is made with the same Buyer, whether by letter or by email or orally or otherwise, without express reference to any conditions such contract shall be deemed to be subject to these Terms.
7 PRICE AND PAYMENT
7.1 The price of the Products shall be the Company’s quoted price as given by the Company on our site, available before you submit your Order.
7.2 The price of the Products does not include the cost of delivery to your premises. Our delivery charges are as advised to you via our site, before you confirm your Order.
7.3 Our site contains a large number of Products. It is always possible that, despite our 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 to inform you of this error and we will give you the option of continuing to purchase the Product 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 when you placed the Order, we will treat the Order as cancelled and notify you in writing.
7.4 You can only pay for the Products using a debit card or credit card via our site directly or via most major electronic payments methods. In particular, we accept all major credit and debit cards (apart from American Express) and payments via PayPal.
7.5 Payment for the Products and all applicable delivery charges shall be made by you in advance of the Dispatch Confirmation. We will charge you at the point of sale when your Order is placed via our site.
8 DELIVERY TO YOU
8.1 We will contact you with an estimated delivery date, which will be within14 days after the date of the Dispatch Confirmation. Unfortunately, we do not deliver to addresses outside England, Scotland and Wales. Delivery of the Products can also be made by the Buyer either collecting the Products at the Company’s premises at any time after the Company has notified the Buyer that the Products are ready for collection, subject to the Buyer arranging the same with the Company.
8.2 Any dates quoted for delivery of the Products are approximate only, and the time of delivery is not of the essence. We shall not be liable for any delay in delivery of the Products that is caused by a Force Majeure Event pursuant to clause 9 below and / or the Buyer's failure to provide the Company with adequate measurements, designs, drawings, delivery instructions or any other instructions that are relevant to the supply of the Products.
8.3 The Products may be delivered by the Company in advance of the estimated delivery date upon giving reasonable notice to the Buyer.
8.4 If the Products are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Company to deliver any one or more of the instalments in accordance with these Terms 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 cancelled.
8.5 If the Company fails to deliver the Products, you may opt to cancel the Contract. The Company shall have no liability for any failure to deliver the Products to the extent that such failure is caused by a Force Majeure Event or the Buyer's failure to provide the Company with adequate delivery instructions for the Products or any relevant instruction related to the supply of the Products.
8.6 If the Buyer fails to accept or take delivery of the Products within 3 Business Days of the Company notifying the Buyer that the Products are ready, then except where such failure or delay is caused by a Force Majeure Event or by the Company's failure to comply with its obligations under the Contract in respect of the Products:
A) The Company shall store the Products until delivery takes place, and charge the Buyer for all related costs and expenses (including insurance); and / or
B) Sell the Products 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.
8.7 The Buyer shall not be entitled to reject the Products or claim an adjustment in the price of the Products where Products are delivered according to any measurements, designs, drawings or plans prepared either by the Buyer or by the Company acting under the Buyer’s instruction.
8.8 The Buyer shall not be entitled to reject the Products or claim an adjustment in the price of the Products if the Company delivers up to 5 per cent less than the quantity of Products you have ordered.
9 FORCE MAJEURE
9.1 No failure or omission by either the Company or the Buyer to carry out or observe any of the provisions of the Contract shall give rise to any liability on the part of that party or be deemed to be a breach of the Contract, if such failure or omission directly or indirectly arises from fire, flood, accident, explosion, breakdown or failure of plant or machinery, war, riot, civil disturbance, strike, labour dispute acts, pandemic, orders or regulations of Government, shortage of material or of fuel or of labour or from any cause, whether or not of the same nature as the foregoing, beyond the control of the party in question (‘Force Majeure Event’).
9.2 In the event that by reason of any of the circumstances described in clause 9.1 above the quantity of Products available for sale by the Company is reduced then the Company shall have the right to withhold, reduce or suspend deliveries to the Buyer and the Buyer shall by giving written notice to the Company have the right at the Buyer’s own expense to buy from third parties such Products as the Company shall have not supplied provided that any Products not so bought from third parties shall remain to be delivered under the Contract and any dates or periods for delivery shall be extended to a reasonable extent having regard to the circumstances as aforesaid. The Buyer shall have no claim whatsoever against the Company for any losses suffered, damages or expenses of whatever nature in respect of purchasing or acquiring the Products from third parties.
10 DELIVERY OF THE PRODUCTS AND THE PASSING OF RISK
10.1 Delivery should be deemed effective and the risk of damage or loss of the Products shall pass to the Buyer:
A) In the case of Products to be collected by the Buyer or its agent - when the Products are physically handed over to the Buyer or its agent;
B) In other cases, when the Products are unloaded at the address nominated by you for delivery when you place your Order. A photograph of the unloaded Products at the Buyer`s nominated address or a delivery note with a signature (either wet or electronic) shall be conclusive proof of delivery.
11 CLAIMS
11.1 The Buyer shall be deemed to have accepted Products in the state in which they were delivered upon the expiry of 24 hours after delivery to the Buyer.
11.2 All claims for non-delivery of any Products shall be made in writing to the Company within seven (7) days of the date of expected delivery confirmed by the Dispatch Confirmation.
11.3 All claims for short delivery, measured by weight or number, shall be made in writing to the Company within three (3) days after the Buyer’s receipt of the Products in question and the Company shall be given an adequate opportunity to inspect and / or recount the Products.
11.4 All claims for damage to or deterioration of Products in transit shall be made in writing to the Company within three (3) days after the Buyer’s receipt of those Products and the Company shall be given an adequate opportunity to inspect the Products in question.
11.5 In the absence of notification of claim pursuant to this clause 11 and / or opportunities to recount or inspect in accordance with clauses 11.3 and 11.4 the Products shall be deemed to have been delivered in accordance with the Contract.
12 LIMITATION OF LIABILITY: THE BUYER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
12.1 We only supply Products for internal use by your business, and you agree not to use the Products for any resale purposes.
12.2 The limits and exclusions in this clause reflect the insurance cover the Company has been able to arrange and the Buyer is responsible for making its own arrangements for the insurance of any excess liability.
12.3 References to liability in this clause 12 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
12.4 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
A) Death or personal injury caused by negligence;
B) Fraud or fraudulent misrepresentation;
C) Breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
D) Defective products under the Consumer Protection Act 1987.
12.5 Subject to clause 12.4, the following types of loss are wholly excluded:
A) loss of profits;
B) loss of sales or business;
C) loss of agreements or contracts;
D) loss of anticipated savings;
E) loss of use or corruption of software, data or information;
F) loss of or damage to goodwill; and
G) indirect or consequential loss.
12.6 The Company's total liability to the Buyer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the value of the Order placed by you through our site.
12.7 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.
12.8 This clause 12 shall survive termination of the Contract.
13 MILL TOLERANCES
13.1 The Company reserves the right to deliver and charge for Products within the usual industry standard tolerances as to weight and dimensions.
14 QUALITY
14.1 The Company warrants that on delivery the Products shall:
A) Conform with their description as provided by our site;
B) Be free from material defects in design, material and workmanship;
C) Be of satisfactory quality (within the meaning of the Sale of Goods Act 1979);
D) Be fit for any purpose held out by the Company.
14.2 Subject to clause 14.1,if:
A) The Buyer gives notice in writing, within 21 days of delivery, of discovery that some or all of the Products do not comply with the warranty set out in clause 14.1;
B) The Company is given a reasonable opportunity of examining such Products; and
C) The Buyer (if asked to do so by the Company) returns such Products to the Company's place of business at the Buyer's cost. The Company shall, at its option, repair or replace the defective Products, or refund the price of the defective Products in full.
14.3 The Company shall not be liable for the Products' failure to comply with the warranty in clause 14.1 if:
A) The Buyer makes any further use of such Products after giving a notice in accordance with clause 14.2;
B) The defect arises because the Buyer failed to follow the Company's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Products or good trade practice;
C) The defect arises as a result of the Company following any drawing, design, measurements or specification either supplied by the Buyer or undertaken by the Company under the express instruction of the Buyer;
D) The Buyer alters or repairs such Products without the written consent of the Company;
E) The defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
F) The Products differ from their specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
14.4 Except as provided in this clause 14, the Company shall have no liability to the Buyer in respect of the Products' failure to comply with the warranty set out in clause 14.1.
14.5 These Terms shall apply to any repaired or replacement Products supplied by the Company under clause 14.2.
15 TEST CERTIFICATES
15.1 The Company shall not be obliged to provide test certificates but, at its absolute discretion, may do so if the Buyer requests such certificates a reasonable time in advance of delivery. The Company shall be entitled to charge a reasonable fee for each such certificate provided.
16 CANCELLATION OF YOUR ORDER
16.1 Subject to condition 8.2 above the Buyer shall have no right under any circumstances to cancel the Contract or any instalment or Order thereunder without the prior written consent of the Company which consent shall be conditional upon payment of such compensation as the Company shall reasonably require.
17 RESTOCKING
17.1 Custom and / or non-standard Products will not be eligible to be restocked. Products which are kept in stock in large quantities by the Company and are not ordered in on a job-by-job basis may, at the sole discretion of the Company and if the Company agrees, be returned at the Buyer’s expense. If such returned Products on inspection are free from defect or other damage, the Company shall refund to the Buyer the price paid for such items subject to a deduction of up to 40% in respect of restocking and a deduction in respect of any reasonable transport / carriage costs incurred by the Company in collecting the restocked Products.
18 SET-OFF
18.1 The Buyer shall not be entitled to withhold payment of any amount payable under the Contract or otherwise to the Company by reason of any disputed claim by the Buyer in connection with the Contract nor shall the Buyer be entitled to set off against any amount payable under the Contract to the Company any amount which is not then due and payable by the Company or for which the Company disputes liability.
18.2 The Company shall be entitled to a general lien on all Products of the Buyer in the Company’s possession (including Products of the Buyer which have been paid for) for the unpaid price of all Products sold to the Buyer by the Company under this Contract or any other contract.
19 TERMINATION
19.1 The Company shall be entitled, without prejudice to its other rights and remedies, either to terminate wholly or in part the Contract or any or every other contract with the Buyer or to suspend any further deliveries under the Contract or any or every other such contract in any of the following events:
A) If any debt due and payable by the Buyer to the Company is unpaid;
B) If the Buyer has failed to take delivery of any Products under the Contract or any other contract as aforesaid, otherwise than in accordance with the Buyer’s contractual rights;
C) If the Buyer becomes insolvent or being a body corporate has a Receiver
appointed or passes a resolution for winding up or a Court makes an Order to that effect or being an individual or partnership makes any composition or arrangement with his or their creditors or has a Receiving Order made against him or them.
19.2 In addition to any right of lien which the Company may have the Company shall in any of the events described in clauses (A) to (C) above have a general lien over all Products of the Buyer than in the possession of the Company for the unpaid price of any Products sold and delivered by the Company to the Buyer under the Contract or any other contract.
19.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
20 NON-DELIVERY OF INSTALMENTS
20.1 Failure by the Company to deliver any instalment under the Contract shall not entitle the Buyer to cancel or suspend the Contract or any other instalments.
21 WAIVERS
21.1 If the Company does not insist that the Buyer performs any of its obligations under the Contract, or if the Company does not exercise its rights or remedies against the Buyer, or if the Company delays in doing so, that will not mean that the Company has waived its rights or remedies against the Buyer or that the Buyer does not have to comply with those obligations. If the Company does waive any rights or remedies, it will only do so in writing, and that will not mean that it will automatically waive any right or remedy related to any later default by the Buyer.
22 ASSIGNMENT
22.1 This Contract or any part thereof shall not be assigned to the Buyer without prior written consent of the Company.
22.2 The Company may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract to any third party.
23 INSOLVENCY OF BUYER
23.1 Should the Buyer make any voluntary arrangement with its creditors (or being an individual or firm) becomes bankrupt or (being a Company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction) or an incumbrancer takes possession or a receiver is appointed of any other property or assets of the Buyer, or the Buyer ceases or threatens to cease to carry on business, or the Company reasonably apprehends that any of the events mentioned above is about to incur in relation to the Buyer and notifies the Buyer accordingly then without prejudice to any other right or remedy available to the Company the Company shall in accordance with clause 16 be entitled to cancel the contract and / or suspend any further deliveries under the contract without any liability to the Buyer, and if the Products have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
23.2 Further, in the event of any of the above conditions happening the Company shall be absolutely entitled to set off any sums that are due to the Company from the Buyer whatsoever whether under this contract or otherwise against any sums owed by the Buyer whether under this contract or otherwise to the Company.
24 MISCELLANEOUS
24.1 All specifications patterns drawings photographs samples and information provided by the Company to the Buyer shall remain the exclusive property of the Company and shall not be disclosed by the Buyer to any third party without the Company’s prior written consent.
24.2 Any notice required or permitted to be given by either party to the other under these conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to the provisions to the party giving the notice. This clause shall not apply to the service of any proceedings or other documents in any legal action.
24.3 A notice or other communication shall be deemed to have been received: if delivered personally, when left at our registered office ; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or if sent by e-mail, one Business Day after transmission.
24.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
24.5 If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected.
25 GOVERNING LAW AND JURISDICTION
25.1 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.