The Proton Group Limited (“Proton”)
Standard Terms and Conditions of Sale (“the Conditions”)
1.1 Proton is the supplier of specialist hygiene and cleaning materials (“the Products”) and the Customer (as identified in the Order Confirmation) wishes to order the Products from Proton.
1.2 Any order placed by the Customer for the Products may be accepted by Proton at its sole option. Upon acceptance of the order Proton shall issue a written Order Confirmation.
1.3 Proton shall sell and the Customer shall purchase the Products subject to the Conditions, which together with the Order Confirmation shall form the contract between the parties for the sale and purchase of the Products (“the Contract”). If the Conditions are varied in respect of any Contract, the details of such variation may be set out in the Order Confirmation. Otherwise, no variation to the Conditions shall be binding unless agreed in writing by a director of Proton.
1.4 The Customer acknowledges that the terms of the Contract shall prevail over any general, specific or standard terms and conditions put forward by the Customer or any qualification or condition purported to be imposed aby the Customer and/or any previous course of dealing between the Customer and Proton in respect of the supply of the Products.
1.5 The agents of Proton are not authorised to make any representations concerning the Products and any such representation shall not have effect unless confirmed by Proton in writing, and in entering into the Contract the Customer acknowledges that it does not rely on any such representations which are not so confirmed. Furthermore, any advice or recommendation given to the Customer by agents of Proton as to the storage, application or use of the Products which is not confirmed in writing by Proton is followed or acted on entirely at the Customer’s own risk, and accordingly Proton shall not be liable for any such advice or recommendation which is not so confirmed.
1.6 Any typographical, clerical or other error or omission in any sales literature, Order Confirmation, invoice or other document or information issued by Proton shall be subject to correction without any liability on the part of Proton.
2. Orders and Specification
2.1 The Customer shall be responsible to Proton for ensuring the accuracy of the terms of any order submitted, and for giving Proton any necessary information relating to the Products within a sufficient time to enable Proton to perform its obligations in accordance with the terms of the Contract.
2.2 Any order submitted by the Customer shall not be deemed to be accepted by Proton unless and until an Order Confirmation is issued by Proton.
2.3 The Customer acknowledges that all orders for the Products are accepted by Proton subject to availability of the Products. The quantity, quality and description of the Products and any specification for them shall be as set out in the Order Confirmation.
2.4 Proton shall be entitled to make any changes at any time to the specification of the Products which may be required to conform to any applicable statutory or EU requirements.
2.5 If the Customer wishes to change or cancel an order they must contact Proton Customer Services on 01924 892834 any time between 9am and 5pm Monday to Thursday and 9am to 3.30pm Friday.
2.6 The Customer shall promptly obtain all necessary import licenses, clearance and other consents necessary for the supply of the Products. Proton shall promptly upon reasonable request supply all documents reasonably required by the Customer for this purpose.
3. Price and Additional Charges
3.1 The price of the Products and delivery charges (where applicable) (“the Price”) shall be as indicated to the Customer in the Order Confirmation (or as otherwise determined pursuant to paragraph 3.2 below).
3.2 If Proton has quoted a price to the Customer then such quoted price shall be valid for 30 days only or until earlier acceptance by the Customer, after which time such price may be altered by Proton without giving notice to the Customer.
3.3 Proton shall be entitled, by giving written notice to the Customer at any time before delivery, to increase the Price to reflect any increase in the cost to Proton which is due to any factor beyond the control of Proton (including, without limitation, any alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture, any change in delivery dates, quantities or specifications for the Products which is requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give Proton adequate information or instructions).
3.4 Save as expressly provided in writing by Proton, all prices are in GBP and are exclusive of any applicable Value Added Tax and/or other government taxes, which the Customer may be additionally liable to pay to Proton.
4.1 Payment must be received, and deemed as cleared funds, for the total order value including any carriage charges, before shipment can be made.
5.1 Delivery of the Products shall be made to the delivery address identified in the Order Confirmation.
5.2 All orders in excess of £50.00 (excl. VAT) will be delivered free of charge. An Express delivery charge of £7.50 (excl. VAT) will be charged for orders with a value less than £50.00 (excl. VAT).
5.3 An Express UK delivery charge is for UK mainland only and excludes Northern Ireland, Highlands, Channel and Offshore Islands.
5.4 All orders placed before 2pm will be shipped Express delivery for receipt the following day.
5.5 Express UK delivery excludes delivery during weekends or public holidays.
5.6 Orders placed after 12 mid-day on a Friday, or over the weekend or public holiday will be processed on the next available working day.
5.7 Proton shall use all reasonable efforts to deliver on or before expected delivery dates but shall not be liable for any loss or damage whatsoever due to any failure (howsoever caused) to deliver the Products (or any of them) by the expected delivery dates quoted in the Order Confirmation, or at all.
5.8 Non delivery must be advised within 7 days and in writing to enable us to claim from the carrier. Any shortage or damage on delivery must be reported to us immediately and confirmed in writing within 3 days.
6. Acceptance and Returns
6.1 The Customer shall inspect the Products as soon as is reasonably practical following delivery thereof and shall notify Proton in writing within three working days of delivery of any claims in respect of damage to or alleged defect in the Products. If the Customer fails to give such notice, the Products shall be conclusively presumed to be free from any defects which would be apparent on reasonable examination thereof and the Customer shall be deemed to have accepted the same.
6.2 Any items can be returned and a full refund or exchange provided, subject to the goods being returned in full resalable condition. Returns must be notified within 7 days of receipt. Please note that there may be a collection charge for any items returned.
7. Passing of Risk and Title
7.1 Risk of damage to or loss or destruction of the Products shall pass to the Customer at the time of delivery of the Products to the Customer.
8. Warranties and Liability
8.1 Subject to the following provisions, Proton warrants that the Products will correspond with their specification at the time of delivery and will be free from defects in material and workmanship. Proton gives no warranty that the Products can be used for any particular purpose or in any manner other than as specifically stated in Proton’s written recommendations.
8.2 Proton shall not be liable for any damage to or deterioration of the Products that may occur after delivery due to unsuitable storage conditions, misuse or any cause other than an inherent defect in the Products.
8.3 If the Products are the subject of a claim or complaint by the Customer the Customer shall afford Proton the opportunity to examine the Products promptly before they have been further handled, used or otherwise dealt with, failing which, Proton shall be released from any liability in respect of such claim or complaint.
8.4 Where a valid claim in respect of any of the Products which is based on a defect in the quality or condition of the Products or their failure to meet specification is notified to Proton in accordance with the Contract, Proton may (without penalty) replace the Products free of charge or at its sole option credit or refund to the Customer the price of the Products (or a proportionate part of the Price) in which case Proton shall have no further liability to the Customer.
8.5 Proton shall not be liable to the Customer by reason of any representation (unless fraudulent) or any implied warranty or condition or other term or duty at common law or under the express terms of the Contract for loss of profit or for any indirect special or consequential loss or damage costs expenses or other claims for compensation whatsoever (whether caused by the negligence of Proton, its employees or agents or otherwise) which arises out of or in connection with the supply of the Products (including any delay in supplying or any failure to supply the Products in accordance with the Contract or at all) or their use by the Customer.
8.6 The entire liability of Proton under or in connection with the Contract shall not exceed the price of the Products (provided always that nothing herein shall exclude Proton’s liability in respect of personal injury or death arising through the negligence of Proton).
8.7 Proton shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of its obligations in relation to the Products if the delay or failure was due to any cause beyond its reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond Proton’s reasonable control:
(1) act of God, explosion, flood, tempest, fire or accident, war or threat of war, sabotage, insurrection, civil disturbance or requisition;
(2) acts, restrictions, regulations, bye-laws, prohibitions, import or export regulations or embargoes or measures of any kind on the part of any governmental, parliamentary or local authority; or
(3) strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of Proton or of a third party) or difficulties in obtaining raw materials, labour, fuel, parts or machinery or power failure or breakdown in machinery.
9. Health and Safety
9.1 The Products may constitute a health hazard if handled, used or stored incorrectly or imprudently.
9.2 The Customer undertakes that it shall acquaint itself with and adhere to the terms of the appropriate Health and Safety information in respect of the Products including all such information supplied by Proton and all legislation relevant to the storage, transportation handling and use of the Products.
9.3 The Customer shall fully indemnify Proton against all claims and demands made upon it by any third party by reason of loss, injury or damage suffered by them where such loss, injury or damage arises directly or indirectly from the use of the Products by the Customer otherwise than in accordance with the provisions of the information supplied by Proton and all legislation relevant to the storage, transportation handling and use of the Products.
10. Intellectual Property
The Contract confers no right or licences to the Customer in respect of any patents or trademarks of Proton.
11.1 Within the Conditions:
(1) references to the singular shall include the plural and to the masculine shall include the feminine and vice versa and reference to persons shall include bodies corporate and unincorporated;
(2) references to the provision of any legislation shall include any such legislation as from time to time may be amended, extended or replaced whether before or after the date hereof; and
(3) references to paragraphs shall be references to paragraphs in the Conditions. The paragraph headings in the Conditions are for convenience only and shall not affect their interpretation.
11.2 Any notice to be given to the Customer may be left at the last known residence or place of business of the Customer, or may be sent by facsimile or first class post to such address, in which case notice shall be deemed to have been received on the first working day after transmission or posting.
11.3 Proton shall be entitled to sub-contract, assign or otherwise transfer any rights or obligations that it may have under the Contract to any third party. No Contract may be assigned or otherwise transferred by the Customer without the prior consent in writing of Proton.
11.4 Any delay or failure by Proton to enforce any of the provisions of the Contracts shall not constitute a waiver of such provisions.
11.5 Each condition and each paragraph of these Conditions shall constitute a separate obligation and/or provision of the Contract. If any of the Conditions or any paragraph of the Conditions shall be found to be invalid, ineffective or unenforceable, such invalidity, ineffectiveness or unenforceability shall not affect any other condition or paragraph of the Contract.
11.6 No third party shall be entitled to enforce or obtain the benefit of the Contracts by virtue of the Contracts (Rights of Third Parties) Act 1999 and nothing in the Conditions creates, confers or purports to create or confer any benefit or right enforceable by any person not a party to it.
11.7 The Contract shall in all respects be governed by the law of England & Wales and the parties agree to be bound by the exclusive jurisdiction of the courts sitting in England.