Terms & Conditions

Standard Terms and Conditions for Supply of Goods & Services.

Terms of Sale

These Terms of Sale set out the terms under which Goods are sold by Premier1 Filtration to business Customers in accordance with any quotation, accepted order (including via telephone) or through this website, www.premier1filtration.com (“Our Site”).

Please read these Terms of Sale carefully and ensure that you understand them before ordering any Goods from Premier1 Filtration or from Our Site. All Orders shall be subject to these Terms and Conditions.

The Contract shall be to the exclusion of any other terms and conditions subject to which any Order is accepted, or any such Order is made.

You will be required to read and accept these Terms of Sale when ordering Goods. If you do not agree to comply with and be bound by these Terms of Sale, you will not be able to order Goods from Premier1 Filtration. These Terms of Sale, as well as any and all Contracts are in the English language only.

The Customer's attention is drawn in particular to the provisions of clause 8.

Interpretation

1.1 Definitions:

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 11.3.

Contract: the contract between Premier1 Filtration and the Customer for the sale and purchase of the Goods in accordance with these Conditions.

Customer: the person or firm who purchases the Goods from Premier1 Filtration.

Delivery Location: has the meaning given in clause 4.2.

Force Majeure Event: an event, circumstance or cause beyond a party's reasonable control.

Goods: the goods (or any part of them) set out in the Order.

Order: the Customer's order for the Goods, as set out in the Customer's purchase order form, the invoice, or made by telephone, or the Customer's written acceptance of Premier1 Filtration's quotation, as the case may be.

Specification: any specification for the Goods, that is agreed in writing by the Customer and Premier1 Filtration.

Premier1 Filtration: means Premier1 Filtration Limited, a company registered in England and Wales with company number 06487179 and whose registered office is at C/O Cousins & Co, 18 Brentnall Street, Middlesbrough, TS1 5AP.

1.2 Interpretation:

(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

(b) A reference to a party includes its personal representatives, successors and permitted assigns.

(a) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.

(b) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

Basis of contract

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.

2.3 The Order shall only be deemed to be accepted upon the earliest of the issue of an invoice for the Order, or payment for the Order being made by the Customer, at which point the Contract shall come into existence.

2.4 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.

2.5 Any samples, descriptive matter or advertising produced by Premier 1 Filtration and any descriptions or illustrations contained in Premier 1 Filtration's catalogues or brochures or website are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.

2.6 A quotation for the Goods given by Premier 1 Filtration shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.

Goods

3.1 The Goods are described in Premier 1 Filtration's website as modified by any applicable Specification.

3.2 Premier 1 Filtration reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirement.

Delivery

4.1 Premier 1 Filtration shall ensure that each delivery of the Goods is accompanied by a copy of the invoice that shows the date of the Order, the type and quantity of the Goods, and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered.

4.2 Premier 1 Filtration shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after Premier 1 Filtration notifies the Customer that the Goods are ready for delivery.

4.3 Delivery is completed on the completion of unloading of the Goods at the Delivery Location.

4.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Premier 1 Filtration shall not be liable for any delay in delivery of the Goods, in particular those that are caused by a Force Majeure Event or the Customer's failure to provide Premier 1 Filtration with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.5 If the Customer fails to accept delivery of the Goods within three Business Days of Premier 1 Filtration or its delivery agent attempting delivery of the Goods, then, except where such failure or delay is caused by a Force Majeure Event or Premier 1 Filtration's failure to comply with its obligations under the Contract in respect of the Goods:

(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which Premier 1 Filtration or its delivery agent attempted to make delivery of the Goods; and

(b) Premier 1 Filtration shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses, including the cost of redelivery.

4.6 Premier 1 Filtration may deliver the Goods by instalments. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

4.7 The Customer should not accept delivery of any damaged Goods. Any damage to Goods or damage to the Goods should be reported within 48 hours of delivery. Premier 1 Filtration shall not be liable for any damage or shortage in Orders if not reported within the terms of this clause.

Quality

5.1 Subject to clauses 5.2 to clause 5.6, Premier 1 Filtration warrants that on delivery, and for a period of 12 months from the date of delivery (warranty period), the Goods shall:

(a) conform in all material respects with their description; and

(b) be free from material defects in design, material and workmanship.

5.2 Subject to clause 5.3, if:

(a) the Customer gives notice in writing to Premier 1 Filtration during the warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;

(b) Premier 1 Filtration is given a reasonable opportunity of examining such Goods at Premier 1 Filtration's place of business at the Customer's cost; and

(c) if asked to do so by Premier 1 Filtration, the Customer shall return such Goods to Premier 1 Filtration's place of business:

(i) at Premier 1 Filtration’s cost if the Customer gives notice to Premier 1 Filtration in accordance with clause 5.2(a) within 6 months of delivery of the Goods and provided the Goods are to be returned to be located and returned to a place within the United Kingdom of Great Britain and Northern Ireland; or

(ii) at the Customer’s cost (including the cost for redelivery of the faulty Goods) if the Customer gives notice to Premier 1 Filtration in all other circumstances;

then Premier 1 Filtration shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

5.3 Premier 1 Filtration shall not be liable for the Goods' failure to comply with the warranty set out in clause 5.1, and the Customer shall be liable for the collection and return delivery costs of any Goods, if:

(a) the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;

(b) the defect arises because the Customer failed to follow Premier 1 Filtration's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods, or (if there are none) good trade practice regarding the same;

(d) the defect arises following the use of parts or consumables not supplied or approved by Premier 1 Filtration;

(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

(f) the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

5.4 Except as provided in this clause 5, Premier 1 Filtration shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.

5.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

5.6 These Conditions, and the remainder of any warranty period provided in relation to the Goods, shall apply to any repaired or replacement Goods supplied by Premier 1 Filtration.

Title and risk

6.1 The risk in the Goods shall pass to the Customer on completion of delivery.

6.2 Title to the Goods shall not pass to the Customer until Premier 1 Filtration receives payment in full (in cash or cleared funds) for the Goods and any other goods that Premier 1 Filtration has supplied to the Customer, in which case title to the Goods shall pass at the time of payment of all such sums.

6.3 Until title to the Goods has passed to the Customer, the Customer shall:

(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Premier 1 Filtration's property;

(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

(d) notify Premier 1 Filtration immediately if it becomes subject to any of the events listed in clause 9.1(b) to clause 9.1(d); and

(e) give Premier 1 Filtration such information as Premier 1 Filtration may reasonably require from time to time relating to:

(i) the Goods; and

(ii) the ongoing financial position of the Customer.

6.4 At any time before title to the Goods passes to the Customer, Premier 1 Filtration may require the Customer to deliver up all Goods in its possession that have not been paid for and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

Price and payment

7.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in Premier 1 Filtration's website in force as at the date of delivery.

7.2 Premier 1 Filtration may, by giving notice to the Customer at any time up to 2 Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

(a) any factor beyond Premier 1 Filtration's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or

(c) any delay caused by any instructions of the Customer or failure of the Customer to give Premier 1 Filtration adequate or accurate information or instructions.

7.3 The price of the Goods:

(a) excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to Premier 1 Filtration at the prevailing rate, subject to the receipt of a valid VAT invoice; and

(b) excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.

7.4 Premier 1 Filtration may invoice the Customer for the Goods on or at any time after the order is accepted.

7.5 The Customer shall pay each invoice submitted by Premier 1 Filtration within 14 days of the date of the invoice or in accordance with any credit terms agreed by Premier 1 Filtration and confirmed in writing to the Customer in full and in cleared funds to a bank account nominated in writing by Premier 1 Filtration. Time for payment shall be of the essence of the Contract.

7.6 If the Customer fails to make a payment due to Premier 1 Filtration under the Contract by the due date, then, without limiting Premier 1 Filtration's remedies under clause 9, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.6 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

7.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

Limitation of liability

8.1 The restrictions on liability in this clause 8 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

8.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation;

(d) defective products under the Consumer Protection Act 1987.

8.3 Subject to clause 8.2, Premier 1 Filtration's total liability to the Customer shall not exceed the total amount paid by the Customer to Premier 1 Filtration.

8.4 Subject to clause 8.2, the following types of loss are wholly excluded:

(a) loss of profits;

(b) loss of sales or business;

(d) loss of anticipated savings;

(e) loss of use or corruption of software, data or information;

(f) loss of or damage to goodwill; and

(g) indirect or consequential loss.

8.5 The limitations in clause 8.3 and clause 8.4 is accepted by the Customer in exchange for concessions on the price of the Goods. The limits and exclusions in this clause 8 reflect the insurance cover Premier 1 Filtration has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.

8.6 This clause 8 shall survive termination of the Contract.

Termination

9.1 Without limiting its other rights or remedies, Premier 1 Filtration may terminate this Contract with immediate effect by giving written notice to the Customer if:

(a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;

(b) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;

(c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or

(d) the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

9.2 Without limiting its other rights or remedies, Premier 1 Filtration may suspend provision of the Goods under the Contract or any other contract between the Customer and Premier 1 Filtration if the Customer becomes subject to any of the events listed in clause 9.1(b) to clause 9.1(d), or Premier 1 Filtration reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

9.3 Without limiting its other rights or remedies, Premier 1 Filtration may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

9.4 On termination of the Contract for any reason the Customer shall immediately pay to Premier 1 Filtration all of Premier 1 Filtration's outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, Premier 1 Filtration shall submit an invoice, which shall be payable by the Customer immediately on receipt.

9.5 Termination or expiry of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, 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.

9.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

Force majeure

Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from a Force Majeure Event. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations, which shall at last be a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for 6 months, the party not affected may terminate the Contract by giving 28 days' written notice to the affected party.

General

11.1 Assignment and other dealings.

(a) Premier 1 Filtration may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.

(b) The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Premier 1 Filtration.

11.2 Entire agreement.

(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

11.3 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

11.4 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

11.5 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 11.5 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

11.6 Notices.

(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:

(i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(ii) sent by email to:

(A) in the case of Premier 1 Filtration, to info@premier1filtration.com; and

(B) in the case of the Customer, to the address specified in the Order or used in any correspondence sent to Premier 1 Filtration.

(b) Any notice shall be deemed to have been received:

(i) if delivered by hand, at the time the notice is left at the proper address;

(ii) 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

(iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 11.6(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

11.7 Third party rights.

(a) Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

11.8 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.

11.9 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

Terms & Conditions

Standard Terms and Conditions for Supply of Goods & Services.

Premier1 - Terms & Conditions