Terms and Conditions
Protool reserves the right to change any details at any time and all goods remain the property of Protool until payed in full.
Full terms & conditions can be supplied on request. Pictures may not always be exact but are used for reference purposes only.
Delivery Free of Charge on orders over £100.00 excluding Promotions, Spindle Tooling & accessories which are charged at cost.
Calls to our 0844 Numbers are charged up to £0.07p/minute including VAT (9 lines), or alternatively call 01474 873322 (1 line only).
- Throughout these conditions “the Company” means Protool Ltd and “the Purchaser” means the other party to the contract of sale.
- These Conditions are the only terms on which we sell our products by ordering the products the purchaser agrees that its own conditions shall not apply to the contract.
- The acceptance of delivery of the goods by the Purchaser will not be deemed conclusive evidence of his acceptance of these conditions of sale.
- Quotations by the Company are not offers and may be withdrawn without notice.
- The contract shall comprise the Purchaser’s order and our acceptance of order and shall incorporate these Conditions. Where so required by us verbal orders shall be confirmed in writing.
- No variation or waiver of these Conditions or of the Contract shall be binding upon us unless the same has been agreed by us in writing.
- Any provisions in these terms and conditions, which may be held to be void, are deleted without prejudice to the continuing validity of the remaining provisions of these conditions.
- Prices do not include VAT.
- Indexable inserts will only be despatched and invoiced in unbroken packs (normally in 10 pieces).
- The Company reserves the right to apply a handling charge to orders with a total value of less than £50 excluding taxes.
- Orders accepted by the Company for immediate dispatch will be invoiced at the prices which are in effect at the time the order is received by the company.
- If the purchaser specifies a future delivery date then the invoiced price may be the price that is ruling at the time of delivery.
- The Company reserves the right to alter prices without prior notification to fairly represent any increase in the costs of manufacture, distribution or other external factors.
- Any quotes given by the company in writing will only be valid for 14 days from the date of issue.
3. Passing of ownership and risk
- The Title in goods shall remain vested with the Company and shall not pass to the Purchaser until those particular goods are paid for and no other sums are then outstanding from the purchaser to the company.
- Until Title passes, the Purchaser must keep and store the goods in such a manner that they are clearly identifiable as the company’s property.
- The company expressly reserves the right to reposes the goods in which title has not passed and for that purpose to enter any premises under the control of the Purchaser to remove the goods.
- The company’s right of repossession are exercisable if the Purchaser becomes insolvent or fails to pay for the goods on the due date.
- In the event of non-payment or insolvency, all invoices become immediately payable and credit terms are withdrawn.
- Risk shall pass to the purchaser on delivery.
- If the Purchaser goes into Administration or receivership at any point, the company must be informed immediately and we reserve the right to collect any goods that remain ours at a time that is convenient to ourselves without giving any notice.
- Dates given by the company for the delivery and performance are statements of expectation only and shall not be binding. Failure by the company to meet any such dates shall not entitle the purchaser to any damages for direct losses or loss of profits or production or any consequential loss or damage which he may sustain or to treat the contract as repudiated or to rescind it or it or any related contract.
- Delivery may be made by instalments and each instalment shall be deemed to be sold under a separate contract and no failure of delay in delivery of any instalment nor any defect in the contents there of shall entitle the purchaser to treat the contract as repudiated with regard to any remaining instalments.
- We shall be deemed to have fulfilled our contractual obligations in respect of any delivery though the quantity may be up to 10% more or less than the quantity specified in the Contract and in such event the Purchaser shall pay for the actual quantity delivered.
- We shall not in any event be responsible for any loss, damage, mis delivery, delay or detention of or to the products in transit unless the Purchaser shall, within seven days of delivery give, written notice there of to the carrier and to the company.
- All allegations of non-delivery of any consignments of goods must be made by the purchaser in writing to the carrier and to the Company within ten days of the date of the company’s advice not or invoice or other notification of dispatch, or such shorter time limit as may be specified in any conditions of the carrier. Failure by the purchaser to comply with the provisions here of shall render the purchaser liable for any temporary or permanent loss of the goods and all additional costs and expenses of the company in relation thereto.
- Unless otherwise agreed in writing, the company will deliver the goods to the address specified by the purchaser by the means most convenient to the Company. Off loading shall be at the Purchaser’s risk.
- The company is responsible for the risk of damage to or loss of goods during transit between the company’s premises and the Purchaser’s premises when the company of an appointed agent of the company performs delivery.
5. Terms of Payment
- All accounts shall be paid within 30 days of the date of the Company’s invoice unless we have agreed a variation in writing.
- Time for payment shall be of the essence of the contract and the Company shall be entitled to charge interest at the rate of 2.5% per month on all overdue accounts and in addition may postpone the fulfilment of its obligations until such overdue payment is made.
- No disputes as to quality or performance of the goods shall entitle the Customer to delay payment unless the Company shall agree liability there on in an agreed sum or shall have been found liable by a Court of competent jurisdiction.
- Payment for the Goods may not be withheld by the Purchaser on the basis of setting off monies claimed by the Purchaser in any separate dispute with the Company.
- All accounts are subject to status. Credit checks will be carried out upon application for a credit account. Accounts may be withdrawn at anytime .
The Company agrees to replace goods or at its option repay the Customer all sums paid in respect of goods supplied by it which are proved to the Company’s satisfaction to be faulty (fair wear and tear or damage due to misuse excepted) provided that the goods concerned are returned to the Company’s work within 30 days of discovery of the defect. Any such replacements shall include free delivery to Customer works.
Any notice will be served at the Purchaser’s registered office or at the last address known to be occupied by the Purchaser.
- Subject to clause 6. the Company’s liability for all goods or materials or service supplied by them shall be limited to the liability of the manufactures or suppliers of such goods and services to the Company and the Company’s liability on delivery shall be limited to the liability of the carrier to the Company in respect of such delivery whether or not the extent of the Manufacture’s Supplier’s or Carrier’s liability is made known to the Purchaser.
- The Purchaser agrees that apart from the express terms contained here in or in the quotation or in any document expressly stipulated there in to form part of the contract and to be outside the provisions of this clause no statement or presentation has been made by the Company relating to the goods supplied or if any such statement or representation has been made the Purchaser warrants that he understood it to be a statement of opinion only and did not rely on it.
- The Company’s liability whether in respect of one claim or in the aggregate, arising out of any contract shall not exceed the purchase price payable under the contract for such part or parts in respect of which the Company’s liability shall arise.
- Nothing in these conditions shall exclude or limit the Company’s liability for personnel injury or death resulting from the Company’s negligence. The Company’s obligations arising under Part 1 of the Consumer Protection Act 1987 will be honoured.
- All information in our quotations, catalogues, designed, photographs or technical literature has been prepared carefully, but its accuracy is not guaranteed. We shall not be liable for any inaccuracies or omissions there in nor do they form part of the Contract unless any terms there from have been specifically incorporated by prior agreement in writing.
9. Returns Policy
- Any goods supplied by the company to the buyer that are found to be defective must be reported by the buyer to the company within 14 days of receipt of the goods, in writing detailing the defect. The company’s liability in such cases will be limited to replacing or crediting the defective item. The company will not be responsible for any direct or consequential loss arising from defective goods.
- Returned goods from the buyer that are not defective will be subject to a 20% return handling charge being deducted from the original purchase price. This will apply to all goods returned including those that have been ordered incorrectly by the buyer, unless the company has agreed in writing prior to returning the item to waiver/amend this charge.
- Goods must be returned within 14 days of the original purchase date or no credit will be offered.
10. Intellectual Property Rights
- Where goods are made to the Purchaser’s specification, instructions or design, the Purchaser undertakes full responsibility for the suitability and accuracy of the specification instructions or design and undertakes to indemnify the company against any infringement or any patient, registered design, trademark, trade name or copyright and any loss, damage or expense which it may incur by reason of such infringement in any country.
- The Purchaser shall not use the goods or any specifications or drawings for the purpose of designing or manufacturing identical goods without the Company’s prior written consent. All patients, registered designs, copy right and other intellectual property rights in or in connection with the goods which the Company may have shall remain the property of the Company and the Purchaser in granted no license save for the right to use or sell the goods.
11. Force Majeure
- The Company shall be under no liability for any delay, loss or damage caused wholly or in part by any act, matter or thing beyond the reasonable control of the Company, including but without prejudice, the generality of the foregoing, act of God, governmental restriction, condition or control of by reason of any act done or not done pursuant to trade dispute whether such dispute involves the Company’s employees or not.
- The Company reserves the right to cancel an order if a situation of Force Majeure affects it of the Purchaser for a period beyond 90 days.