Trade Terms & Conditions
WEBSITE TERMS AND CONDITIONS FOR THE SUPPLY OF PRODUCTS AND SERVICES
In these conditions the 'Company' means Euro Profile International Systems Limited by which the Products in question are sold and 'the Agreement' means these Conditions together with any contract in which they may be incorporated by reference or otherwise. The 'Buyer' means the person or firm who purchases the Products and/or Services 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 Conditions. The ‘Order’ means the Buyer’s order submitted through our website for the supply of Products or Services. The ‘Services’ include any measuring undertaken at any site or property the Company is instructed to do so by the Buyer. 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.
These Terms will apply to any contract between us for the sale of Products to you (Contract). 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.
These Terms, and any Contract between us, are only in the English language.
1. INFORMATION ABOUT US
1.1 We operate the website www.profilestore.co.uk. We are Euro Profile International Systems Limited, a company registered in England and Wales under company number 02702351 and with our registered office at 15-17 Church Street, Stourbridge, West Midlands, DY8 1LU. Our main trading address is Profile Store, PO Box 7110, Kidderminster, DY11 9FE. Our VAT number is 245716204
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 firstname.lastname@example.org or in writing to Customer Services, Profile Store, PO Box 7110, Kidderminster, DY11 9FE. If you wish to give us formal notice of any matter in accordance with these Terms, please see clause 22.2 and 22.3.
2. OUR PRODUCTS
2.1 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 your computer's display of the colours accurately reflect the colour of the Products. Your Products may vary slightly from those images.
2.2 The packaging of the Products may vary from any images on our site.
3. HOW THE CONTRACT IS FORMED BETWEEN YOU AND US
3.1 All contracts of sale shall be subject to these Conditions (and any special terms and conditions agreed in writing by the Company) and these Conditions cannot be varied, suspended or added to except with prior written consent of the Company.
3.2 These Conditions 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.
3.3 The Order constitutes an offer by the Buyer to purchase Products and/or Services in accordance with these Conditions.
3.4 Our shopping pages 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 page of the order process.
3.5 It is the Buyer’s sole responsibility to ensure the accuracy of any Order placed with the Company through the website.
3.6 The Order shall only be deemed to be accepted when the Company sends you an email that confirms the products have been dispatched at which point a contract shall be formed between us.
3.7 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.
3.8 You are deemed to accept these Conditions when you place your order with us.
3.9 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 any contract the Buyer acknowledges that it does not rely on any such representations which are not so confirmed.
3.10 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.
3.11 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document regarding information issued by the Company shall be subject to correction without any liability on the part of the Company.
3.12 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.
3.13 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.
3.14 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.
3.15 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.
3.16 No order which has been accepted by the Company may be cancelled by the Buyer, subject to clause 7.7 and 4.2, 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. OUR RIGHT TO VARY THESE TERMS
4.1 We amend these Terms from time to time.
4.2 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.
4.3 We may revise these Terms as they apply to your order from time to time to reflect changes in relevant laws and regulatory requirements.
4.4 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, 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.
5. FUTURE CONTRACTS
5.1 If subsequent to any contract of sale which is subject to these Conditions a 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 Conditions.
6. PRICE AND PAYMENT
6.1 The price of the Products shall be the Company’s quoted price as given by the Company on the check-out screen before you submit your order.
6.2 The price of the Products does not include the cost of delivery to your premises. Our delivery charges are as advised to you during the check-out process, before you confirm your order.
6.3 The Company reserves the right to vary the price of the Products without notice to the Buyer at any time before dispatch.
6.4 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 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 Product and refund you any sums you have paid.
6.5 You can pay for the Products using a debit card or credit card. We accept all major VISA credit or debit cards, Paypal and SagePay.
6.6 Payment for the Products and all applicable delivery charges shall be made in advance. We will charge your debit or credit card at the point of sale when your order is placed on our website.
7. DELIVERY TO YOU
7.1 Delivery of the Products shall 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 or, if some other place for delivery is agreed by the Company i.e. the Buyer’s premises, by the Company delivering the Products to that place.
7.2 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 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.
7.3 The Products may be delivered by the Company in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
7.4 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 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.
7.5 If the Company fails to deliver the Products, its liability shall be limited to the costs and expenses incurred by the Buyer in obtaining replacement Products of similar description and quality in the cheapest market available, less the price of the Products. 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.
7.6 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.
7.7 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. FORCE MAJEURE
8.1 No failure or omission by either party to carry out or observe any of the provisions of these Conditions shall give rise to any liability on the part of that party or be deemed to be a breach of the Agreement, 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, 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.
8.2 In the event that by reason of any of the circumstances described in clause REF 8.1 above the quantity of the 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 these Conditions 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.
9. DELIVERY OF THE PRODUCTS AND THE PASSING OF RISK
9.1 Delivery should be deemed to be 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 you or your agent - when the Products are loaded on to the vehicle collecting them; and
- (b) When the Products are unloaded at the address nominated by when you place your order or the Buyer’s agent for delivery.
10.1 The Buyer shall be deemed to have accepted Products 24 hours after delivery to the Buyer.
10.2 All claims for non-delivery of any consignment shall be made in writing to the Company and any carrier engaged by the Company within twenty-one (21) days after the date of the Company’s invoice.
10.3 All claims for short delivery, measured by number, shall be made in writing to the Company and any Carrier engaged by the Company within three (3) days after the Buyer’s receipt of the consignment in question or seven (7) days after the date of the Company’s invoice whichever is the earlier, and the Company shall be given an adequate opportunity to recount the Products.
10.4 All claims for damage to or deterioration of Products in transit shall be made in writing to the Company and the Carrier engaged by 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.
10.5 In the absence of notification of claim and opportunities to recount or inspect in accordance with clauses 10.3 and 10.4 the Products shall be deemed to have been delivered in accordance with the Agreement.
11. LIMITATION OF LIABILITY: THE BUYER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
11.1 We only supply Products for internal use by your business, and you agree not to use the Products for any resale purposes.
11.2 Nothing in these Conditions shall limit or exclude the Company's liability for:
- (a) Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
- (b) Fraud or fraudulent misrepresentation;
- (c) Breach of the terms implied by section 2 of the Supply of Products and Services Act 1982 (title and quiet possession);
- (d) Breach of the terms implied by section 12 of the Sale of Products Act 1979 (title and quiet possession); or
- (e) Defective products under the Consumer Protection Act 1987.
11.3 Subject to clause REF 11.2:
- (a) the Company shall under no circumstances whatever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss or corruption of data (including information or software), loss of business opportunity or goodwill, or any indirect or consequential loss arising under or in connection with the Contract ; and
- (b) 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 website.
12. MILL TOLERANCES
12.1 The Company reserves the right to deliver and charge for Products within the usual industry standard tolerances as to weight and dimensions.
13.1 The Company warrants that on delivery the Products shall: conform with their description and any applicable Products Specification; be free from material defects in design, material and workmanship; be of satisfactory quality (within the meaning of the Sale of Products Act 1979); be fit for any purpose held out by the Company.
13.2 Subject to clause REF 13.1, 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 REF 13.1;
- (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.
13.3 The Company shall not be liable for the Products' failure to comply with the warranty in clause REF 13.1 if:
- (a) The Buyer makes any further use of such Products after giving a notice in accordance with clause REF 13.2;
- (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 (if there are none) 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;
- (f) the Products differ from their specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
13.4 Except as provided in this clause REF 13, the Company shall have no liability to the Buyer in respect of the Products' failure to comply with the warranty set out in clause REF 13.1.
13.5 The terms of these Conditions shall apply to any repaired or replacement Products supplied by the Company under clause REF 13.2.
14. TEST CERTIFICATES
14.1 The Company shall not be obliged to provide test certificates unless the Buyer requests such certificates a reasonable time in advance of delivery and the Company shall be entitled to charge a reasonable fee for each such certificate provided.
15. CANCELLATION OF YOUR ORDER
15.1 Subject to condition REF 8.2 above the Buyer shall have no right under any circumstances to cancel the Agreement 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.
16.1 The Buyer shall not be entitled to withhold payment of any amount payable under the Agreement or otherwise to the Company by reason of any disputed claim by the Buyer in connection with the Agreement nor shall the Buyer be entitled to set off against any amount payable under the Agreement to the Company any amount which is not then due and payable by the Company or for which the Company disputes liability.
16.2 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 or any other contract.
17.2 The Company shall be entitled, without prejudice to its other rights and remedies, either to terminate wholly or in part the Agreement or any or every other contract with the Buyer or to suspend any further deliveries under the Agreement 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 Agreement 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.
17.2 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 (b) 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 Agreement or any other contract.
18. NON-DELIVERY OF INSTALMENTS
18.1 Failure by the Company to delivery any instalment under the Agreement shall not entitle the Buyer to cancel or suspend the Agreement or any other instalments.
19.1. The Company’s rights and remedies shall not be prejudiced by an indulgence or forbearance to the Buyer and no waiver by the Company of any breach by the Buyer shall operate as a waiver of any subsequent breach.
20.1 This Agreement or any part thereof shall not be assigned to the Buyer without prior written consent of the Company.
20.2 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.
21. INSOLVENCY OF BUYER
21.1 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 15 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.
21.2 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.
22.1 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 written consent.
22.2 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.
22.3 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.
22.4 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.
22.5 We may transfer our rights and obligations under a Contract to another organisation, but this will not affect your rights or obligations under these Terms.
22.6 You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
22.7 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.
23. GOVERNING LAW AND JURISDICTION
23.1 A contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.