Acceptance of Buyer's Order is subject to supplies being available and unsold and to the provisions of Condition 9 below.
An order once placed cannot be cancelled, deferred or altered by the Buyer except by mutual agreement in the event of an order being cancelled the provisions of Paragraph 4. of Condition 3 below shall apply.
- If not taken in part or whole from stock, each order will be despatched as available.
- Where the order provides for deliveries over a period, or before the expiration of a period, (deferred deliveries) the Buyer shall be obliged to accept the deliveries within the time stated (or, subject as hereinafter provided, within a reasonable time if no time be stated), and in the event of the failure of the Buyer to accept delivery of all the items ordered within the period stated, without prejudice to the right of the Seller to treat the order as cancelled as provided in paragraph 5. of this condition, additonally the Seller, before consenting to complete delivery of the items outstanding may increase the price of any item to be supplied to the Seller's current price ruling at the date of actual delivery: Provided That... if no time be specified for completion of deferred deliveries the Seller may at anytime give to the Buyer not less than seven days notice in writing requiring him to accept delivery on a specific date and if the Buyer declines to accept delivery on such date the Seller may treat the outstanding Order as cancelled and the provisions of Paragraph 5. of this Condition shall apply.
- Where delivery is effected at the request of the Buyer to a site the Buyer shall be responsible for ensuring that the site allows reasonable and safe access for the delivery vehicle and that arrangements are made for the prompt unloading of the goods and the Buyer shall indemnify the Seller against any damage sustained to the delivery vehicle or to any employee of the Seller unless such damage is caused by wilful failure of such employee to adhere to any reasonable instructions or directions given to him.
- Where delivery is to be effected at the request of the Buyer to a site and the Seller is unable to effect delivery by reason that access to the site is unsafe or impossible or the unloading of the Seller's vehicle cannot be effected within a reasonable time or if the Buyer shall declined to accept the goods on site the seller may regard the Buyer's Order as cancelled and unless the Buyer has rejected the goods for the reasons and in manner provided by Condition 5. below, the Seller may treat the order as having been cancelled by the Buyer.
- Where an Order has been cancelled or in accordance with Paragraphs 2. or 4. of this Condition is treated by the Seller as cancelled the Seller may dispose of the goods comprised in the Order without prejudice to the right of the Seller to claim against the Buyer for the full value of the goods and any goods comprised in the original Order which may remain to be supplied at the date of such cancellation and the Seller may also charge the Buyer in respect of handling, storage and other costs incurred by the Seller an extra charge of 10% of the invoice value of the goods comprised in the Order which has been cancelled or deemed to have been cancelled.
4. PASSING OF RISKS AND EQUITABLE AND BENEFICIAL OWNERSHIP
- The risk in goods the subject of the order shall remain in the Seller until, and shall pass to the Buyer at, the point and time of delivery named in the quotation or the date of invoice. In the absence of written advice from the Buyer to the Seller as provided in Condition 5. below the goods will be deemed to have been delivered to and accepted by the Buyer complete and in satisfactory condition.
- Equitable and beneficial ownership of the goods shall remain with the Seller until full payment has been received (each order being considered as whole). In the event that goods are resold or used by the Buyer before payment is made in full the Seller shall be entitled to the proceeds of sale or to the claim for such proceeds or for the value of the goods so used.
5. NOTIFICATION OF DAMAGE OR DEFICIENCY IN GOODS
The Buyer must advise the Seller and the Carrier if other than the Seller in writing of any query with regard to goods supplied within three days of delivery. If the Buyer shall fail to give such notice the Goods shall be deemed to have been duly supplied to the Buyer in accordance with the Contract. If the Buyer shall give notice as aforesaid unless he shall have rejected delivery of the goods, he shall be responsible to the Seller for the safe custody of the goods and until the Seller shall have inspected the goods and have had the goods redelivered to the Seller, the Buyer shall maintain the goods in their original condition at the time of delivery and any use by the Buyer of the goods shall operate as an acceptance by the Buyer of the goods.
- Unless otherwise stated, all quotations are strictly nett cash due within one month of delivery and prices charged will be those ruling on the date of delivery and will be subject to the addition of any taxes or similar levies or duties which may be applicable to the goods.
- Non-payment of any account when due shall entitle the Seller without prejudice to any other remedies to stop delivery of further supplies to the Buyer whether such supplies shall relate to the contract in respect of which an account shall not have been paid or shall relate to another contract entered into by the Buyer with the Seller.
7. BUYER'S CONDITIONS
These conditions shall have precedence over any conditions appearing in the Buyer's Order Form or other document specifying the Order from the Buyer and such Buyer's Conditions shall have no effect whatsoever unless expressly accepted in writing by the Seller.
8. QUALITY AND PURPOSE
- Quality, subject always to paragraph 3. of this Condition. (a) Goods are warranteed to accord with the specification agreed with the Buyer in writing or, if there is no such specification, to be within normal limits of industrial quality applicable to the type of goods supplied. All other warranties or conditions as to quality or description (statutory or otherwise) are expressly excluded. (b) No liability will be accepted by the Seller where after delivery the goods have been processed or altered by the Buyer. (c) The Buyer on discovering any defect in the quality of the goods shall give immediate written notice to the Seller to enable the Seller to inspect the goods and the Buyershall suspend use of the goods which the Buyer claims to be defective and no liability shall attach to the Seller unless and until this procedure is carried out.
- Purpose, (a) Any recommendation or suggest on relating to the use of the goods supplied by the Seller is given in good faith and it is for the Buyer to satisfy himself of the suitability if the goods for his own particular purpose and the Buyer shall be deemed to have so satisfied himself on giving the order for the goods. (b) Unless otherwise agreed in writing, the Seller gives no warranty as to the fitness of the goods or any part of the goods for any particular purpose even though such purpose may be supplied in the Buyer's Order and any implied warranty of condition (statutory or otherwise) is expressly excluded.
- Liabiliy, (a) Any liability of the Seller under these Conditions shall be limited to the invoice value of the particular goods. (b) No liability shall attach to the Seller for any loss of profits or other consequential loss. (c) Where the goods supplied have been made by a person other than the Seller and the goods are designated as so made the Seller shall be under no liability in respect of the quality of such goods (but at the expense of the Buyer shall concur in the submission of any claim against such person).
9. FORCE MAJEURE
The execution of all orders and contracts is subject tom contingencies beyond the control of the Seller and the Seller shall not be held responsible for any delay, damage or loss whatsoever arising from war, Government requisitions of any kind, suspension of means of transport, strikes, lockouts, fire, floods, accidents, power supply failure, failure of any third party to supply the Seller, or anything directly or indirectly interfering with the raw materials, manufacture, supply, shipment, arrival or delivery of the goods.
10. INTEREST AT 2% PER MONTH WILL BE CHARGED ON ALL OVERDUE ACCOUNTS.
- You are permitted to print and download extracts from the Pentagon (Jersey) Wholesale Limited website for your own use only and on the following basis. (a) no documents or related graphics on this website are modified in any way, (b) no graphics on this website are used separately from accompanying text, and (c) any of our copyright and trade mark notices and this permission notice appear in all copies.
- Unless otherwise stated, the copyright and other intellectual property rights in all material on this website, including without limitation photographs and graphical images, are owned by Pentagon (Jersey) Wholesale Limited or our licensors. For the purposes of these terms and conditions, any use of extracts from this website other than in accordance with clause 1. for any purpose is prohibited.
- Subject to clause 1., no part of this website may be reproduced or stored in any other website or included in any public or private electronic retrieval system or service without our prior written permission.
- Any rights not expressly granted in these terms are reserved.
12. VISITOR MATERIAL AND CONDUCT
- You are prohibited from posting or transmitting to or from the Pentagon (Jersey) Wholesale Limited website any material, (a) that is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience, (b) for which you have not obtained all necessary licences and / or approvals, (c) which constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party, in the UK or any other country in the world, or (d) which is technically harmful, including and without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data.
- Pentagon (Jersey) Wholesale Limited will fully co-operate with any law enforcement authorities or court order requesting or directing us to disclose the identity or locate anyone posting any material in breach of clauses 1. and 2. above.
13. LINKS TO AND FROM OTHER WEBSITES
- Links to third party websites from the Pentagon (Jersey) Wholesale Limited website are provided solely for your convenience. If you use these links, you may leave this website. We have not reviewed all of these third party websites and do not control and are not responsible for these websites or their content or availability. We therefore do not endorse or make any representations about them, or any material found there, or any results that may be obtained from using them. If you decide to access any of the third party websites linked to this website, you do so entirely at your own risk.
- If you would like to link to the Pentagon (Jersey) Wholesale Limited website, you may only do so on the basis that you link to, but do not replicate, the home page of this website, and subject to the following conditions. (a) you do not remove, distort or otherwise alter the size or appearance of the Pentagon (Jersey) Wholesale Limited logo, (b) you do not create a frame or any other browser or border environment around this website, (c) you do not in any way imply that we are endorsing any products or services other than our own, (d) you do not misrepresent your relationship with us nor present any other false information about us, (e) you do not otherwise use any Pentagon (Jersey) Wholesale Limited trademarks displayed on this website without our express written permission, (f) you do not link from a website that is not owned and managed by you, and (g) your website does not contain content that is distasteful, offensive or controversial, infringes any intellectual property rights or other rights of any other person or otherwise does not comply with all applicable laws and regulations.
- You shall fully indemnify us for any loss or damage we or any of our group companies may suffer or incur as a result of your breach of clause 2. above.
- While we endeavour to ensure that the information on the Pentagon (Jersey) Wholesale Limited website is correct, we do not warrant the accuracy and completeness of the material on this website. We may make changes to the material on this website, or to the products described in it, at any time without notice. The material on this website may be out of date, and we make no commitment to update such material.
- The material on this website is provided "as is" without any conditions, warranties or other terms of any kind. Accordingly, to the maximum extent permitted by law, we provide you with this website on the basis that we exclude all representations, warranties, conditions and other terms, including and without limitation, the conditions implied by law of satisfactory quality, fitness for purpose and the use of reasonable care and skill which but for these terms and conditions might have effect in relation to this website.
- Pentagon (Jersey) Wholesale Limited, any other party whether or not involved in creating, producing, maintaining or delivering this website, and any of our group companies and the Directors, officers, employees, shareholders or agents of any of them, exclude all liability and responsibility for any amount or kind of loss or damage that may result to you or a third party, including and without limitation, any direct, indirect, punitive or consequential loss or damages, or any loss of income, profits, goodwill, data, contracts, use of money, or loss or damages arising from or connected in any way to business interruption, and whether in tort including and without limitation negligence, contract or otherwise in connection with this website in any way or in connection with the use, inability to use or the results of use of this website, any websites linked to this website or the material on such websites, including but not limited to loss or damage due to viruses that may infect your computer equipment, software, data or other property on account of your access to, use of, or browsing this website or your downloading of any material from this website or any websites linked to this website.
- Nothing in these terms and conditions shall exclude or limit our liability for, (a) death or personal injury caused by negligence, (b) fraud, (c) misrepresentation as to a fundamental matter, or (d) any liability which cannot be excluded or limited under applicable law.
- If your use of material on this website results in the need for servicing, repair or correction of equipment, software or data, you assume all costs thereof.
- You agree to indemnify us fully, defend and hold us, and our Directors, officers, employees and agents, harmless from and against all claims, liability, damages, losses, costs, including reasonable legal fees, arising out of any breach of the terms and conditions by you, or your use of this website, or the use by any other person using your registration details.
GOVERNING LAW AND JURISDICTION
These terms and conditions are subject to the laws and exclusive to the jurisdiction of the Bailiwick in the Island of Jersey, Channel Islands. Disputes arising in connection with these terms and conditions shall be subject to the exclusive jurisdiction of the Jersey Courts.