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Pearroc Ltd - Terms & Conditions of Business


1. Definitions

1.1 Buyer Means the person who agrees to buy the goods from the Seller.

1.2 Conditions Means the terms and conditions of sale set out in this document and any special terms agreed in writing by the Seller.

1.3 Goods Means the article the Buyer agrees to buy from the Seller (which shall include where appropriate the dispensers)

1.4 Dispensers Means dispensers provided by or sold by the seller for the dispensing of the Seller goods.

1.5 Price Means the price of goods excluding carriage, packing insurance and VAT.

1.6 Seller Means PEARROC LIMITED, Unit 4, Beddington Cross, Beddington Farm Road, Croydon, Surrey CR0 4XH.

2. Conditions Applicable

2.1 These conditions shall apply to all contracts for the sales of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions which the Buyer may purport to apply under any purchase order confirmation or order or similar document.

2.2 All order for Goods shall be deemed to be an offer of the Buyer to purchase pursuant to these Conditions.

2.3 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer's acceptance of these Conditions.

2.4 Any variation to these Conditions (including any special terms and conditions and conditions agreed by the parties) shall be inapplicable unless in writing by the Seller.

3. The Price and Payment

3.1 The price shall be the Seller's quoted price on the sales invoice. The price is exclusive of VAT which shall be due at the rate ruling on the date of the Seller's invoice.

3.2 Payments terms are 30 days net. Time for payment shall be of the essence.

3.3 Interest on overdue invoices shall accrue from the date when payment becomes due from the day to day until the date of payment at a rate of 4% above the base rate of Lloyds Bank Plc from time to time in force and shall accrue at such rate after as well as before any judgement.

3.4 The Buyer may not withhold payment of any invoice or other amounts due to the Seller by reason of any right of counterclaim which the Buyer may have or allege to have for any reason whatsoever.

4. The Goods

4.1 The quantity and description of the Goods shall be as set out in the Seller's sales invoice.

4.2 The weights, dimension, capacities, prices and other data included in the Seller's catalogues, prospectuses, circulars, advertisements, printed matter and price lists are an appropriate guide only. This data shall not be binding except to the extent that is by referee expressly included in the contract.

4.3 Except for the specific guarantee set out below all implied terms, conditions and warranties relating to the quality and or/fitness for the for the purposes of the Goods or any of the Goods are excluded.

5. The Dispensers

5.1 In consideration of the Buyer buying Goods from the Seller may provide Dispensers to the Buyer or to the end-user for the Buyer's benefit. Except where the Buyer pays in full for the Dispensers in accordance with the Conditions, for the provisions of Clause 11 shall govern the provision of Dispensers. The Seller also reserves the right to inspect the Dispensers not sold to the Buyer.

5.2 Except where the Buyer pays in full for the Dispensers, the Buyer shall not dispense any other Goods which are supplied by the Seller from the Dispensers. The Seller reverses the right to the immediate return of the Dispensers of this happens.

5.3 Providing the Buyer is not in breach of the Conditions in any way, (where the return of the Dispensers shall be immediate), the Seller reserves the right to the return of the Dispensers upon the Seller giving reasonable notice of return to the Buyer. In either event, it shall be the Buyer's responsibility to make the Dispensers ready and available for collection by Seller.

5.4 The Seller reserves the right to charge the Buyer for the cost of any damage to the Dispensers (less the Seller's depreciation value) in the event that the Seller is unable to collect the Dispensers under this Clause 5.

5.5 In consideration of the Seller continuing to sell goods to the Buyer in accordance with the conditions, the Buyer accepts the above responsibilities with the respect for the dispensers already supplied to the Buyer or end-user for the benefit of the Buyer.

6. Limitations of Liability

6.1 The Seller shall be under no liability whatever to the Buyer for any indirect loss and /or expense (including loss or profit) suffered by the Buyer arising out a breach by the Seller of this contract.

6.2 In the event of any breach of this contract by the Seller the remedies of the Buyer shall be limited to damages. Under no circumstances shall the liability of the Seller exceed the price of the Goods.

7. Guarantee

7.1 The Seller undertakes to replace Goods which are defective because of faulty materials or workmanship and which are faulty at the date of delivery.

7.2 The Buyer shall immediately notify the Seller in writing of any faulty goods and shall give the Seller every opportunity of inspecting and remedying the faults if possible.

7.3 In no circumstances will the Buyer have any right to compensation as a result of this Clause nor any rights the reject and return the Goods.

8. Delivery of Goods

8.1 Delivery of the goods shall be made to the Buyer's address. The Seller will endeavour to deliver the Goods within 7 days from receipt of the Buyer's order. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.

8.2 The Seller reverses the right to charge for delivery of the Goods if they are to be delivered outside the Seller's normal delivery area or if the goods are of an unusual quantity or size.

8.3 The Seller shall not be liable for any loss or damage whatever due to failure by the Seller to deliver the Goods (or any of them) promptly or at all.

8.4 Notwithstanding that the Seller may have delayed or failed to deliver the goods (or any of them) promptly the Buyer shall be bound to accept delivery, and pay for the goods in full.

8.5 All costs and charges incurred by the Seller will be paid by the Buyer in the event of a failure to accept delivery.

9. Cancellation of Order

9.1 Cancellation before delivery will only be accepted on terms agreed between the Buyer and the Seller. In the event of any purported cancellation the Buyer will be responsible for the full financial loss incurred by the Seller.

10. Acceptance of Goods

10.1 The Buyer shall accept the Goods by a signed and legibly written name on the Seller's Delivery note. In any event the goods shall be deemed to have been accepted both in quantity and quality by the Buyer 24 hours after delivery.

10.2 After acceptance the Buyer shall not be entitles to reject goods which are not in accordance with the Contract.

11. Title and Risk

11.1 Risk shall pass on delivery of the Goods.

11.2 In spite of delivery being made the property of the Goods shall not pass from the Seller until:

  • 11.2.1 The buyer shall have paid the price plus VAT in full: and

  • 11.2.2 No other sums whatsoever be due from the Buyer to the Seller.

11.3 Until property in the Goods passes to the Buyer in accordance with clause 10.2 the Buyer shall hold the goods and each of them on a fiduciary basis as ballee for the Seller. The Buyer shall store the Goods (at no cost to the Seller) separately from all other Goods in its possession and marked in such a way that they are completely identified as the Seller's property.

11.4 The Seller shall be entitled to recover the price (plus VAT) notwithstanding that property in any of the goods has not yet passed from the Seller.

11.5 Until such time as property in the Goods passes from the Seller to the Buyer shall upon request deliver up such of the Goods as have ceased to be in existence or resold to the Seller. If the Buyer fails to do so the Seller may enter upon any premises owned occupied or controlled by the Buyer where the Goods are situated and repossess the Goods.

11.6 The Buyer shall not pledge or in any way change by way of security for any indebtedness any of the goods which are the property of the Seller. Without prejudice to the rights of the Seller, if the Buyer does so all sums whatever owing to the Buyer to the Seller shall forthwith become due and payable.

11.7 The Buyer shall insure and keep insured the Goods to the full price 'against all-risks' to the reasonable satisfaction of the Seller until the date that property in the Goods passed from the Seller, and shall whenever requested by the Seller produce a copy of the policy of insurance. Without prejudice to the other rights of the Seller, if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable

12. Insolvency or Other Default of The Buyer

12.1 If the Buyer fails to make payment for the Goods in accordance with this contract or sale or if any distress or execution be levied upon any of the Buyer's goods or if the Buyer offers to make any arrangement with its creditors or commits an act of bankruptcy is presented against the Buyer or if the Buyer is unable to pay debts as they fall due or if being a limited company any resolution or petition to wind up the Buyer (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed on or presented or if a receiver administrator administrative or manager shall be appointed over the whole or any part of the Buyers business or assets of if the Buyer shall suffer any analogue proceedings under foreign law all sums outstanding in respect of the Goods shall become payable immediately. The Seller may in its absolute discretion and without prejudice to any other rights which it may have:-

  • 12.1.1 Suspend all future deliveries of Goods to the Buyer and/or terminate the contract without liability upon its part: and /or:
  • 12.1.2 Exercise any of its rights pursuant to Clause 10.

13. Remedies of The Buyer

13.1 Where the Buyer rejects any Goods then the Buyer shall have no further rights whatever in respect of the supply to the Buyer of such Goods or the failure to supply Goods which conform to the contact of sale.

13.2 Where the Buyer accepts or has been deemed to have accepted any Goods then the Seller shall have no liability whatever to the Buyer in respect of those Goods.

13.3 The Seller shall not be liable to the Buyer for late delivery or short delivery of the Goods.

14. Miscellaneous

14.1 Severance

  • 14.1.1 Any provision of this contract which is or may be void or unenforceable shall be to the extent of such invalidity or unenforceability be deemed severable and shall not affect any other provision of this contract.

  • 14.1.2 No waiver or forbearance by the Seller (whether express or implied) in enforcing any of its rights under this contract shall prejudice its rights to do so in the future.

  • 14.3 Force matters
    Neither party shall be liable for any fault due to an act of God, war, strike, lock out, industrial action, fire, flood, drought, tempest or any other event beyond their reasonable control of either party.

    15. Proper Law of Conditions

    15.1 This contract is subject to the law of England and Wales.