In these Conditions, the following rules apply:
1.2.1 A person includes a natural person, corporate or unincorporated body
(whether or not having separate legal personality).
1.2.2 A reference to a party includes its personal representatives, successors or
1.2.3 A reference to a statute or statutory provision is a reference to such statute or
provision as amended or re-enacted. A reference to a statute or statutory provision
includes any subordinate legislation made under that statute or statutory provision,
as amended or re-enacted.
1.2.4 Any phrase introduced by the terms including, include, in particular or any
similar expression shall be construed as illustrative and shall not limit the sense of
the words preceding those terms.
1.2.5 A reference to writing or written includes faxes and e-mails.
2. 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 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 when the Supplier issues a
written acceptance of the Order, at which point the Contract shall come into
2.4 Where the Supplier and the Customer execute a pro-forma invoice referred to in
clause 7.2, such pro-forma invoice shall be deemed to be a purchase order from the
Customer accepted by the Supplier which shall constitute the Contract.
2.5 The Contract constitutes the entire agreement between the parties. The
Customer acknowledges that it has not relied on any statement, promise or
representation made or given by or on behalf of the Supplier which is not set out in
2.6 Any samples, drawings, descriptive matter, or advertising produced by the
Supplier and any illustrations contained in the Supplier’s catalogues or brochures or
on the Website are produced for the sole purpose of giving an approximate idea of
the Goods described in them. They shall not form part of the Contract or have any
2.7 A quotation for the Goods given by the Supplier shall not constitute an offer. A
quotation shall only be valid for a period of twenty Business Days from its date of
3.1 The Goods are described on the Website.
3.2 The Supplier reserves the right to amend the description of the Goods if required
by any applicable statutory or regulatory requirements.
4.1 The Supplier shall ensure that:
4.1.1 each delivery of the Goods is accompanied by a delivery note which shows the
date of the Order, all relevant Customer and Supplier reference numbers, the type
and quantity of the Goods (including the code number of the Goods, where
applicable), if the Order is being delivered by instalments, the outstanding balance of
Goods remaining to be delivered; and
4.1.2 if the Supplier requires the Customer to return any packaging materials to the
Supplier, that fact is clearly stated on the delivery note. The Customer shall make
any such packaging materials available for collection at such times as the Supplier
shall reasonably request. Returns of packaging materials shall be at the Supplier’s
4.2 Where the Order specifies that the Customer shall collect the Goods from the
Supplier’s premises at Unit 6A & 6B, Clay Pit Lane, Bar Lane Industrial Estate,
Roecliffe, YO51 9FS, the Customer shall collect the Goods within three Business
Days of the Supplier notifying the Customer that the Goods are ready.
4.3 Where the Order specifies that delivery within the United Kingdom will be to a
location other than the Supplier’s premises the Supplier shall deliver the Goods to
the location set out in the Order. In such circumstances the Supplier will arrange for
carriage and packing only and will not insure the Goods after they have left the
Supplier’s premises. Insurance in such circumstances will be the responsibility of the
4.4 Where the Order specifies that delivery will be to a destination outside the United
Kingdom then the Supplier will deliver the Goods to a named destination on the
basis of carriage and packing only and will not move the Goods after they have left
the Supplier’s premises. Insurance in such circumstances will be the responsibility of
the Customer. Supplier will arrange insurance at an additional cost to the Customer
if requested by the Customer in writing. The Supplier shall be responsible for the
payment of any duty chargers in respect of such deliveries.
4.5 Delivery of the Goods shall be completed in the case of delivery pursuant to
clause 4.2 on the completion of loading of the Goods at the Supplier’s Premises and
in the case of delivery pursuant to clause 4.3 and clause 4.4 on the Goods arrival at
the Delivery location.
4.6 Any dates quoted for delivery are approximate only, and the time of delivery is
not of the essence. The Supplier shall not be liable for any delay in delivery of the
Goods that is caused by a Force Majeure Event or the Customer’s failure to provide
the Supplier with adequate delivery instructions or any other instructions that are
relevant to the supply of the Goods.
4.7 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs
and expenses incurred by the Customer in obtaining replacement goods of similar
description and quality in the cheapest market available, less the price of the Goods.
The Supplier shall have no liability for any failure to deliver the Goods to the extent
that such failure is caused by a Force Majeure Event or the Customer’s failure to
provide the Supplier with adequate delivery instructions or any other instructions that
are relevant to the supply of the Goods.
4.8 In the case of delivery pursuant to clause 4.2 if the Customer fails to take
delivery of the Goods within three Business Days of the Supplier notifying the
Customer that the Goods are ready, then, except where such failure or delay is
caused by a Force Majeure Event or the Supplier’s failure to comply with its
obligations under the Contract:
4.8.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on
the fourth Business Day after the day on which the Supplier notified the Customer
that the Goods were ready; and
4.8.2 the Supplier shall store the Goods until delivery takes place, and charge the
Customer for all related costs and expenses (including insurance).
4.9 In the case of delivery pursuant to clause 4.2 if ten Business Days after the day
on which the Supplier notified the Customer that the Goods were ready for delivery
the Customer has not taken delivery of them, the Supplier may resell or otherwise
dispose of part or all of the Goods.
4.10 The Supplier may deliver the Goods by instalments, which shall be invoiced
and paid for separately. 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.
4.11 All goods must be examined immediately upon arrival and any claims for
breakages or shortages must be notified in writing to the carrier and to the company
within 3 days of arrival.
4.12 Notification of non-delivery must be made within 7 days of the date of the
4.13 The company is under no obligation to accept goods returned by the purchaser
and will do so only on terms to be agreed in writing in each individual case. If
agreement is reached a charge may be made to cover the cost of administrating,
inspection and restocking.
5.1 The Supplier warranties that are in respect of the Goods are referred to on its
website www.prosafetyservices.co.ukDOC003 (v1) – General Terms & Conditions
5.2 The Supplier shall not be liable for Goods’ failure to comply with the warranties
referred to in clause 5 in any of the following events:
5.2.1 the defect arises because the Customer failed to follow the Supplier’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
5.2.2 the defect arises as a result of the Supplier following any drawing, design or
Specification supplied by the Customer;
5.2.3 the Customer alters or repairs such Goods without the written consent of the
5.2.4 the defect arises as a result of fair wear and tear, wilful damage, negligence, or
abnormal storage or working conditions; or
5.2.5 the Goods differ from the Specification as a result of changes made to ensure
they comply with applicable statutory or regulatory requirements; or
5.2.6 the Goods were supplied in accordance with requirements given by the
Customer which were inaccurate in any respect.
5.3 Except as provided in this clause 4.10, the Supplier shall have no liability to the
Customer in respect of the Goods’ failure to comply with the warranties referred to in
5.4 Except as referred to in these Conditions, all warranties, conditions and other
terms implied by statute or common law are, to the fullest extent permitted by law,
excluded from the Contract.
5.5 These Conditions shall apply to any repaired or replacement Goods supplied by
6. TITLE AND RISK
6.1 The risk in the Goods shall pass to the Customer:
6.1.1 in respect of delivery pursuant to clause 4.2 on completion of delivery;
6.1.2 in respect of delivery pursuant to clause 4.3 when the Goods have left the
Supplier’s premises; and
6.1.3 in respect of delivery pursuant to clause 4.4 when the Goods have left the
Supplier’s premises unless the Supplier has arranged insurance (as referred to in
clause 4.4) when the risk in the Goods shall pass to the Customer on completion of
6.2 Title to the Goods shall not pass to the Customer until the Supplier has received
payment in full (in cash or cleared funds) for the Goods.
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
6.3.1 hold the Goods on a fiduciary basis as the Supplier’s bailee;
6.3.2 store the Goods separately from all other goods held by the Customer so that
they remain readily identifiable as the Supplier’s property;
6.3.3 not remove, deface or obscure any identifying mark or packaging on or relating
to the Goods;
6.3.4 maintain the Goods in satisfactory condition and keep them insured against all
risks for their full price from the date of delivery;
6.3.5 notify the Supplier immediately if it becomes subject to any of the events listed
in clause 8.1; and
6.3.6 give the Supplier such information relating to the Goods as the Supplier may
require from time to time, but the Customer may resell or use the Goods in the
ordinary course of its business.
6.4 If before title to the Goods passes to the Customer the Customer becomes
subject to any of the events listed in clause 8.1, or the Supplier reasonably believes
that any such event is about to happen and notifies the Customer accordingly, then,
provided that the Goods have not been resold, or irrevocably incorporated into
another product, and without limiting any other right or remedy the Supplier may
have, the Supplier may at any time require the Customer to deliver up the Goods
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.
7. 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 the Supplier’s published price list in force as at the date
7.2 The Supplier may, by giving notice to the Customer at any time up to fifteen
Business Days before delivery, increase the price of the Goods to reflect any
increase in the cost of the Goods that is due to:
7.2.1 any factor beyond the Supplier’s control (including foreign exchange
fluctuations, increases in taxes and duties, and increases in labour, materials and
other manufacturing costs);
7.2.2 any request by the Customer to change the delivery date(s), quantities or types
of Goods ordered, or the Specification; or
7.2.3 any delay caused by any instructions of the Customer or failure of the
Customer to give the Supplier adequate or accurate information or instructions.
7.3 The price of the Goods is exclusive of the costs and charges of packaging and
transport of the Goods, which shall be invoiced to the Customer. The price of the
Goods is also exclusive of insurance, which shall be invoiced to the Customer if the
Supplier has arranged insurance (as referred to in clause 4.4).
7.4 The price of the Goods is exclusive of amounts in respect of value added tax
(“VAT”). The Customer shall, on receipt of a valid VAT invoice from the Supplier, pay
to the Supplier such additional amounts in respect of VAT as are chargeable on the
supply of the Goods.
7.5 The Supplier may request that the Customer pay for the Goods prior to delivery.
In such circumstances the Supplier will issue a pro-forma invoice to the Customer.
The Customer will pay the pro-forma invoice amount within 10 days of receipt of
such invoice. Upon receipt of payment the Supplier will issue the invoice to the
Customer in respect of the payment and confirm receipt of the payment. Where the
Supplier has issued a pro-forma invoice the provisions of clause 7.3 and the first
sentence of 7.8 shall not apply.
7.6 The Supplier may invoice the Customer for the Goods on or at any time after the
completion of delivery.
7.7 The Customer shall pay the invoice in full by:
7.7.1 in respect of deliveries in the United Kingdom within 60 days of invoice date,
subject to credit approval; or
7.7.2 in respect of deliveries outside the United Kingdom within the number of days
specified on the Supplier’s invoice, subject to credit approval.
Payment shall be made to the bank account nominated in writing by the Supplier.
Time of payment is of the essence.
7.8 If the Customer fails to make any payment due to the Supplier under the
Contract by the due date for payment (“due date”), then the Customer shall pay
interest on the overdue amount at the rate of 4% per annum above Bank of England
base rate from time to time. Such interest shall accrue on a daily basis from the due
date until the date of actual payment of the overdue amount, whether before or after
judgment. The Customer shall pay the interest together with the overdue amount.
7.9 The Customer shall pay all amounts due under the Contract in full without any
deduction or withholding except as required by law and the Customer shall not be
entitled to assert any credit, set-off or counterclaim against the Supplier in order to
justify withholding payment of any such amount in whole or in part. The Supplier may
at any time, without limiting any other rights or remedies it may have, set off any
amount owing to it by the Customer against any amount payable by the Supplier to
8. CUSTOMER’S INSOLVENCY OR INCAPACITY
8.1 If the Customer becomes subject to any of the events listed in clause 8.12, or the
Supplier reasonably believes that the Customer is about to become subject to any of
them and notifies the Customer accordingly, then, without limiting any other right or
remedy available to the Supplier, the Supplier may cancel or suspend all further
deliveries under the Contract or under any other contract between the Customer and
the Supplier without incurring any liability to the Customer, and all outstanding sums
in respect of Goods delivered to the Customer shall become immediately due.
8.2 For the purposes of clause 8, the relevant events are:
8.2.1 the Customer suspends, or threatens to suspend, payment of its debts, or is
unable to pay its debts as they fall due or admits inability to pay its debts, or (being a
company) is deemed unable to pay its debts within the meaning of section 123 of the
Insolvency Act 1986, or (being an individual) is deemed either unable to pay its
debts or as having no reasonable prospect of so doing, in either case, within the
meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any
partner to whom any of the foregoing apply;
8.2.2 the Customer commences negotiations with all or any class of its creditors with
a view to rescheduling any of its debts, or makes a proposal for or enters into any
compromise or arrangement with its creditors other than (where the Customer is a
company) where these events take place for the sole purpose of a scheme for a
solvent amalgamation of the Customer with one or more other companies or the
solvent reconstruction of the Customer;
8.2.3 (being a company) a petition is filed, a notice is given, a resolution is passed,
or an order is made, for or in connection with the winding up of the Customer, other
than for the sole purpose of a scheme for a solvent amalgamation of the Customer
with one or more other companies or the solvent reconstruction of the Customer;
8.2.4 (being an individual) the Customer is the subject of a bankruptcy petition or
8.2.5 a creditor or encumbrancer of the Customer attaches or takes possession of,
or a distress, execution, sequestration or other such process is levied or enforced on
or sued against, the whole or any part of its assets and such attachment or process
is not discharged within fourteen days;
DOC003 (v1) – General Terms & Conditions
8.2.6 (being a company) an application is made to court, or an order is made, for the
appointment of an administrator or if a notice of intention to appoint an administrator
is given or if an administrator is appointed over the Customer;
8.2.7 (being a company) a floating charge holder over the Customer’s assets has
become entitled to appoint or has appointed an administrative receiver;
8.2.8 a person becomes entitled to appoint a receiver over the Customer’s assets or
a receiver is appointed over the Customer’s assets;
8.2.9 any event occurs, or proceeding is taken, with respect to the Customer in any
jurisdiction to which it is subject that has an effect equivalent or similar to any of the
events mentioned in clause 8.2 to clause 8.2.7 (inclusive);
8.2.10 the Customer suspends, threatens to suspends, ceases or threatens to cease
to carry on all or substantially the whole of its business;
8.2.11 the Customer’s financial position deteriorates to such an extent that in the
Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under
the Contract has been placed in jeopardy; and
8.2.12 (being an individual) the Customer dies or, by reason of illness or incapacity
(whether mental or physical), is incapable of managing his or her own affairs or
becomes a patient under any mental health legislation.
8.3 Termination of the Contract, however arising, shall not affect any of the parties’
rights and remedies that have accrued as at termination. Clauses which Professional
Safety Service (UK) Ltd Contract v1 expressly or by implication survive termination
of the Contract shall continue in full force and effect.
8.4 LIMITATION OF LIABILITY
8.5 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
8.5.1 death or personal injury caused by its negligence, or the negligence of its
employees, agents or subcontractors (as applicable);
8.5.2 fraud or fraudulent misrepresentation;
8.5.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
8.5.4 defective products under the Consumer Protection Act 1987.
8.6 Subject to clause 8.4:
8.6.1 the Supplier shall not be liable to the Customer, whether in contract, tort
(including negligence), breach of statutory duty, or otherwise, for any loss of profit, or
any indirect or consequential loss arising under or in connection with the Contract;
8.6.2 the Supplier’s total liability to the Customer in respect of any event or series of
connected events arising under or in connection with this Contract, whether in
contract, tort (including negligence), breach of statutory duty, or otherwise shall not
exceed £10,000.00 OR 5 x the price of the Goods.
9. FORCE MAJEURE
Neither party shall be liable for any failure or delay in performing its obligations under
the Contract to the extent that such failure or delay is caused by a Force Majeure
Event. A “Force Majeure Event” means any event beyond a party’s reasonable
control, which by its nature could not have been foreseen, or, if it could have been
foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes
(whether involving its own workforce or a third party’s), failure of energy sources or
transport network, acts of God, war, terrorism, riot, civil commotion, interference by
civil or military authorities, national or international calamity, armed conflict,
malicious damage, breakdown of plant or machinery, nuclear, chemical or biological
contamination, sonic boom, explosions, collapse of building structures, fires, floods,
storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or
extreme adverse weather conditions, or default of suppliers or subcontractors.
10.1 Assignment and subcontracting.
10.1.1 The Supplier may at any time assign, transfer, charge, subcontract or deal in
any other manner with all or any of its rights or obligations under the Contract.
10.1.2 The Customer may not assign, transfer, charge, subcontract or deal in any
other manner with all or any of its rights or obligations under the Contract without the
prior written consent of the Supplier.
10.2.1 Any notice or other communication given to a party under or in connection
with the Contract shall be in writing, addressed to that party at its registered office (if
it is a company) or its principal place of business (in any other case) or such other
address as that party may have specified to the other party in writing in accordance
with this clause, and shall be delivered personally, sent by pre-paid first class post,
recorded delivery, commercial courier, fax or e-mail.
10.2.2 A notice or other communication shall be deemed to have been received: if
delivered personally, when left at the address referred to in clause 10.2; if sent by
pre-paid first class post or recorded delivery, at 9.00 am on the second Business
Day after posting; if delivered by commercial courier, on the date and at the time that
the courier’s delivery receipt is signed; or, if sent by fax or e-mail, one Business Day
10.2.3 The provisions of this clause shall not apply to the service of any proceedings
or other documents in any legal action.
10.3.1 If any court or competent authority finds that any provision of the Contract (or
part of any provision) is invalid, illegal or unenforceable, that provision or partprovision shall, to the extent required, be deemed to be deleted, and the validity and
enforceability of the other provisions of the Contract shall not be affected.
10.3.2 If any invalid, unenforceable or illegal provision of the Contract would be valid,
enforceable and legal if some part of it were deleted, the provision shall apply with
the minimum modification necessary to make it legal, valid and enforceable.
10.4 Waiver. A waiver of any right or remedy under the Contract is only effective if
given in writing and shall not be deemed a waiver of any subsequent breach or
default. 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 preclude or restrict the further exercise of that or any other right or
remedy. No single or partial exercise of such right or remedy shall preclude or
restrict the further exercise of that or any other right or remedy.
10.5 Third party rights. A person who is not a party to the Contract shall not have
any rights under or in connection with it.
10.6 Variation. Except as set out in these Conditions, any variation to the Contract,
including the introduction of any additional terms and conditions, shall only be
binding when agreed in writing and signed by the Supplier.
10.7 Governing law and jurisdiction. The Contract, and any dispute or claim
arising out of or in connection with it or its subject matter or formation (including noncontractual disputes or claims), shall be governed by, and construed in accordance
with, English law, and the parties irrevocably submit to the exclusive jurisdiction of
the courts of England and Wales.
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