TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS

These Terms and Conditions are the standard terms for the supply of goods by PPS Cleaning Supplies Ltd, a company registered in England and Wales under company number 12576289 whose registered office Pound Court, Pound Street, Newbury, Berkshire, United Kingdom, RG14 6AA

1.   Definitions

1.1. In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Agreement/Contract”

means the Agreement between the Parties which shall be deemed to incorporate these Terms and the terms in any Quotation.

“Delivery Address”

means the place where delivery of the Products is to take place as specified in the Order.

“Order”

means a request made by You to purchase Products.

“Parties”

means both Us and You

“Price”

means the price payable for Our Products

“Products”

means the Products (including any instalment of the Products or any parts for them) which We are to supply in accordance with these Conditions and any Products supplied in substitution for or in replacement of or in addition to such Products.

“Us/We/Our”

means PPS Cleaning Supplies Ltd and includes all employees and agents of PPS Cleaning Supplies Ltd.

“Website”

means Our Website https://www.ppscleaningsupplies.com/ on which We offer Our Products.

“Writing”

includes electronic mail, facsimile transmission, and comparable means of communication.

“You/Your”

means the client; the person/company (including their employees, agents or assigns), whose details may be more particularly set out in the Order.

1.2. Unless the context requires otherwise, references to the singular include the plural and the masculine includes the feminine and vice versa.

1.3. The headings contained in these Terms are for convenience only and do not affect their interpretation.

2.   The Contract

2.1. Any Quotation given by Us shall not constitute an offer and is only valid for a period of 30 days from its date of issue.

2.2. These Terms & Conditions apply to the Contract to the exclusion of any other terms that You may seek to impose or incorporate under any purchase order, confirmation of order or similar document, or which are implied by trade, custom, practice or course of dealing.

2.3. Previous dealings between the parties shall not vary or replace these terms or be deemed in any circumstances whatsoever to do so.

2.4. When ordering from our website you agree to take particular care when providing us with your details and warrant that these details are accurate and complete at the time of ordering. You also warrant that the credit or debit card details that you provide is your own credit or debit card and that you have enough funds to make the payment. 

2.5. We will take all reasonable care, in so far as it is in our power to do so, to keep the details of your order and payment secure, but in the absence of negligence on our part we cannot be held liable for any loss you may suffer if a third party procures unauthorised access to any data you provide when accessing or ordering from the website.

2.6. Any Illustrations, descriptions, imagery either displayed on the Company’s Website, in marketing materials (both offline and online), catalogues, price lists or other are intended merely to present a general idea of Products provided by Us. No part of these shall form part of any contract.

2.7. No addition, alteration, substitution or waiver of these terms and conditions will be valid unless expressly accepted in writing by a person duly authorised by Us to do so.

2.8. Each Order shall be deemed to be an offer by You to purchase Products subject to these terms and conditions. There will be no legally binding Contract until We have accepted the Order by e-mailing or otherwise notifying You to signify its acceptance. 

2.9. We shall be entitled not to accept any Order but shall notify You by e-mail of its non-acceptance. Any counteroffer issued by Us in response to an Order shall also be subject to these terms and conditions.

2.10. You must ensure that the details in the Order are complete and accurate.

3.   Quotations

3.1. Any quotation provided by Us may be revised in the following circumstances:

3.1.1. If after the submission of the quotation by Us, You instruct Us (whether in writing or orally) to provide additional Products not referenced or detailed within the quotation.

3.1.2. If following the submission of the Quotation by Us, there is an increase in the cost of products to be supplied, or changes to Our costs.

3.1.3. If following submission of the quotation, it is discovered that there was a manifest error when the quotation was prepared.

3.2. We will only be bound to quotations provided in writing to You, which have also been signed by Our authorised representative. We will not be bound by any quotations provided orally.

4.   Prices and Payment

4.1. Prices prevailing at the date of dispatch will be charged unless otherwise stated.

4.2. All prices listed on the website are correct at the time of publication however we reserve the right to alter these in the future. We reserve the right to issue new price lists at any time without prior notice.

4.3. To ensure that shopping online is secure, your debit/credit card details will be encrypted by our third-party payment handler to prevent the possibility of someone being able to read them as they are sent over the internet.  Your credit card company may also do security checks to confirm it is you making the order.

4.4. We may at Our sole discretion apply a discount on very large Orders made by You which We shall notify to You in writing at the relevant time. This discount will be for the Order specified only.

4.5. The Price as stated in the Contract does not include Value Added Tax (“VAT”).  VAT will be charged at the prevailing rate. Our VAT registration number is GB 860933414. All payments are due in Pounds Sterling.

4.6. Unless otherwise agreed by Us in writing, payment will be on the following basis:

4.6.1. Provided You has been given written notification of a credit facility, payment in full for all Orders shall be made 30 days from the end of the invoice month unless otherwise shown on invoice.

4.6.2. In all other cases, payment in full shall be made by BACS or credit or debit card immediately on our Website or over the phone, or on receipt of Our proforma Invoice and the Products will not be delivered until We are paid the amount shown on the Order Form.

4.7. All invoices are payable as per the terms specified on the individual invoice.

4.8. For Credit accounts Our preferred method of payment is by BACS/Faster Payment. Bank details are on the Invoice. We also accept Debit or Credit Card payments online and over the phone and will accept payment by cheque by prior arrangement.

4.9. No payment shall be deemed to have been received until We have received cleared funds.

4.10. All payments payable to Us under this Contract shall become due immediately upon termination of this Contract despite any other provision.

4.11. You shall make all payments due under this Contract without any deduction whether by way of set-off, counterclaim or otherwise unless You has a valid court order requiring an amount equal to such deduction to be paid by Us to You.

4.12. Time for payment shall be of the essence.

4.13. If payment of the price or any part thereof is not made by the due date, We may:

4.13.1. Cancel the Contract or suspend any further provision of Products to You with immediate effect. 

4.13.2. Cancel any credit account facility previously agreed with You

4.13.3. Exercise Our statutory right to charge interest at 8% above the Bank of England base rate on late business debts under provisions in the Late Payments of Commercial Debts (Interest) Act 1998

4.13.4. Seek to recover all costs reasonably incurred in collecting payment of any overdue invoices from You.

4.13.5. Apply a charge of £10 (to cover administrative expenses and not as a penalty) per reminder for overdue payment submitted to You. We shall be entitled to submit such reminders on a weekly basis once the Payment has become overdue.

4.13.6. Seek to repossess the Products, and for the purpose thereof We shall be entitled to enter upon any premises where it is stored or where it is reasonably thought to be stored.

4.14. We may appropriate any payment made by You to Us to such of the Products as We thinks fit despite any purported appropriation by You.

5. Delivery

5.1. Delivery of the Products shall be made to the Delivery Address.

5.2. We will make every reasonable effort to deliver the Products within the time agreed. However, any dates specified by Us for delivery of the Products are approximate only and may not be made of the essence by notice. If no dates are so specified, delivery will be within a reasonable time.

5.3. Subject to the other provisions of these terms and conditions We will not be liable for any loss (including loss of profit), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Products unless such delay exceeds 180 days whereupon You may terminate this Contract.

5.4. We will not be able to accept claims by You for damage, shortages, or discrepancies unless We are advised in writing within seven (7) calendar days of delivery. In the absence of such notice, You will be deemed to have accepted the Products. We will not be liable for any non-delivery of Products unless written notice is given to Us within seven (7) calendar days of the date of Our confirmation of Order.

5.5. If for any reason You fail to accept delivery of the Products within one (1) month from the delivery date We, at Our sole discretion and without prejudice to Our other rights may;

5.5.1. Store the Products at Your risk and cost, take all reasonable steps to store safeguard and insure (at Your expense) the Products or

5.5.2. Sell the Products at the best price readily available and charge You for any shortfall below the price together with Our costs of storage and insurance which may in Our opinion have been necessary. 

5.6. You will provide at Your expense at the Delivery Address adequate and appropriate equipment and manual labour for off-loading and/or loading the Products.

5.7. All Products ordered by You are subject to availability. If We are unable to supply an item, We will advise You within a reasonable period of the action We have taken.

6. Carriage

6.1. We reserve the right to charge carriage on UK orders under £30.

6.2. Where You request delivery in a special manner (i.e., post or express carriage), carriage shall be charged to You.

7. Title and risk

7.1. Risk of damage to or loss of Products shall pass to You upon delivery.

7.2. Ownership (title) of the Products shall not pass to You until We have received in full (in cleared funds) all sums due to it in respect of:

7.2.1. the Products; and

7.2.2. all other sums which are, or which become, due to Us from You on any account.

7.3. If before title to the Products passes, You become subject to any of the events listed in Clause 11.1 or fail to make payment for the Products when requested then, without limiting any of Our other right or remedies, We may at any time;

7.3.1. require You to deliver up all Products in their possession

7.3.2. if You fail to do so promptly, enter any premises Yours or of any third party where the Products are stored in order to recover them.

8. Returns  

8.1. We will offer a replacement or refund on any Products returned as damaged or defective. 

8.2. Please note that as We are not the manufacturer of the goods We shall endeavour to transfer to you the benefit of any warranty or guarantee given to Us from the manufacturer.

8.3. As per Clause 5.4 We will not be able to accept claims by You for damage, shortages, or discrepancies unless We are advised in writing within seven (7) calendar days of delivery. 

8.4. We require photographic evidence of any damage to the packaging or Products.

8.5. We shall not be liable for a breach of any of the warranties in Condition 8.1 and 8.2 if:

8.5.1. You make any further use of such Goods after giving such notice; or

8.5.2. the defect arises because You failed to follow the manufacturers written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or

8.5.3. You alter or repair such Goods without Our written consent.

8.6. Products must be returned to Us within fourteen (14) calendar days of first notification to them. When returning Products, You are strongly recommended to obtain proof of posting. We cannot accept responsibility for parcels lost in transit.

8.7. When returning Products, they must be returned in original packaging. If the packaging is damaged, You are required to ensure that additional packaging is used to prevent further damage occurring.

9. Notice of Your Statutory Right to Cancel (Individuals only)

9.1. In respect of goods you, being an individual (a consumer), have a statutory right to cancel this contract up to fourteen (14) calendar days after receiving the goods providing, they have not been used or any hygiene seals have been broken.

9.2. You should send your cancellation notice to us in writing via post or email.

9.3. Notice of cancellation is deemed to be served as soon as it is posted/sent.

9.4. You must return the goods to us in line with Our returns policy clauses 8.4 & 8.5. You are responsible for the cost of returning the goods.

9.5. You will be refunded the original cost of your order, less any charges made for goods that have been used or where hygiene seals have been broken, within fourteen (14) calendar days of Us receiving the returned goods.

10. Cancellation

10.1. No order which has been accepted by Us may be cancelled by You except with Our agreement in Writing, or where Clause 9 applies, and You shall indemnify Us in full against all loss (including loss of profit) costs

(including the cost of all labour and materials Used), damages, charges and expenses incurred by Us as a result of any cancellation. 

10.2. Notice of Cancellation as per Clause 10.1 should be sent to Us in writing via post or email. Notice of cancellation is deemed to be served as soon as it is posted/sent.

11. Termination

11.1. We reserve the right to terminate the contract with immediate effect in the event of any of the following:

11.1.1. You pass a resolution for winding up (other than for solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect; or

11.1.2. You cease to carry on Your business or substantially the whole of Your business; or

11.1.3. Your financial position deteriorates to such an extent that in Our opinion Your capability to adequately fulfil Your obligations under these Terms has been placed in jeopardy.

11.2. If either party breaches a material provision under this contract, and, in the case of a breach capable of being remedied, fails to remedy it within a reasonable time of being given written notice of the breach, the nondefaulting party may terminate this contract immediately and require the defaulting Party to indemnify the non-defaulting party against all reasonable damages.

11.3. All notices of termination of the contract should be submitted to the other party in writing.

12. Consequences of Termination

12.1. On termination of the Contract for any reason:

12.1.1. All outstanding unpaid invoices and interest become immediately payable.

12.1.2. You should return all unused Products which have not been fully paid for.  If not returned promptly, We may enter Your premises and take possession of them. Until they have been returned, You are solely responsible for their safe keeping and warrant that You will not Use them for any purpose not connected with this Contract;

12.2. The accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and

12.3. Clauses which expressly or by implication have effect after termination shall continue in full force and effect.

13. Liability

13.1. Nothing in this Agreement shall exclude or limit either party’s liability for death or personal injury resulting from the negligence of that party or their employees, agents or sub-contractors, for fraudulent misrepresentation or concealment or for any other liability that cannot be in any way excluded or limited at law.

13.2. Except as otherwise expressly provided in the Agreement:

13.2.1. Our liability in contract, tort, negligence or otherwise arising out of or in connection with the Agreement or the performance or observation of its obligations under the Agreement shall be limited in aggregate to the Price paid by You to Us under the Agreement; and

13.2.2. We shall not be liable in contract, tort, negligence or otherwise arising out of or in connection with this Agreement for any economic losses (including, without limitation, any loss of profits, business, contracts, goodwill, revenue or anticipated savings) or any special, indirect or consequential losses or any destruction of data arising out of or in connection with the Agreement.

14. Complaints, Communication and Contact Details

14.1. We can be contacted by telephone at 01189 820055 or by email at info@ppscleaningsupplies.com with any questions, feedback, complaint, or notice of cancellation (in writing only).

15. Force Majeure

15.1. We shall be entitled to delay or cancel delivery or to reduce the amount of Goods delivered if and to the extent that we are prevented from or hindered in obtaining or delivering the Goods by normal route or means of delivery through circumstances beyond Our control including (but not limited to) strikes, lock-outs, accidents, war, acts of terrorism, flood, fire, epidemic, pandemic, Government action, power failure, breakdown of plant or machinery or shortage or unavailability of goods from normal sources of supply.

16. Data Protection

16.1. ‘Data Protection Legislation’ refers to The Data Protection Act 2018 and any secondary legislation in England and Wales relating to the processing of Personal Data and the privacy of electronic communications, as amended, replaced or updated from time to time. 

16.2. All personal information that We may collect (including, but not limited to, Your name, postal address, email address and telephone number) will be collected, Used and held in accordance with the provisions of Data Protection Legislation as defined above.

16.3. How We collect, Use, and store personal information is set out in Our privacy policy.

16.4. In certain circumstances, and with Your consent, We may pass Your personal information on to credit reference agencies. These agencies are also bound by the Data Protection Legislation as defined in above and should Use and hold personal information accordingly.

16.5. We will not pass on Your personal information to any other third parties for marketing purposes without first obtaining Your express consent. 

17. Other Important Terms

17.1. Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

17.2. This contract represents the entire agreement between the parties in respect of the services and shall prevail over any conditions contained or referred to in any of Your documents or otherwise.

17.3. If any part of this contract is found to be void or un-enforceable by any Court of competent jurisdiction, such part shall be severed from this contract, which will otherwise remain in full force and effect.

17.4. These Terms shall remain in force until altered in writing and signed by both parties.

17.5. The failure by Us at any time or for any period to enforce any one or more of these Terms and Conditions shall not be a waiver of them or a waiver of the right to enforce such Terms and Conditions on a future occasion.

17.6. We may transfer or subcontract Our rights and obligations under these Terms to another person or organisation, but this will not affect Your rights or Our obligations under these Terms.

17.7. You may not assign this contract or any rights or obligations under it without Our prior written consent.

18. Governing Law and Jurisdiction

18.1. These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and You irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

PPS Cleaning Supplies Ltd

The Client

Signature

Signature

Print Name & Title

Print Name & Title

                    Date                                                                                                      Date

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