Terms & Conditions

Application and entire agreement
  1. These Terms and Conditions will apply to the purchase of the goods detailed in our quotation (Goods) by the buyer (you) from Pronar (UK) Limited a company registered in England and Wales under number 10200636 whose registered office is at 6 Chapel Hill Trading estate, Longridge, Lancashire, PR3 3BU (we or us).
  2. These Terms and Conditions will be deemed to have been accepted by you when you accept them or the quotation or from the date of any delivery of the Goods (whichever happens earlier) and will constitute the entire agreement between us and you.
  3. These Terms and Conditions and the quotation (together, the Contract) apply to the purchase and sale of any Goods between us and you, to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
Interpretation
  1. A "business day" means any day other than a Saturday, Sunday or bank holiday.
  2. The headings in these Terms and Conditions are for convenience only and will not affect their interpretation.
  3. Words imparting the singular number include the plural and vice-versa.
Goods
  1. The description of the Goods is set out in our sales documentation, unless expressly changed in our quotation. In accepting the quotation, you acknowledge that you have not relied upon any statement, promise or other representations about the Goods by us. Descriptions of the Goods set out in our sales documentation are intended as a guide only.
  2. We can make any changes to the specification of the Goods which are required to conform to any applicable safety or other statutory or regulatory requirements
Price
  1. The price (Price) of the Goods is set out in our quotation current at the date of your order or such other price as we may agree in writing.
  2. If the cost of the Goods to us increases due to any factor beyond our control including, but not limited to, material costs, labour costs, alteration of exchange rates or duties, or changes to delivery rates, we can increase the Price prior to delivery.
  3. Any increase in the Price under the clause above will only take place after we have told you about it.
  4. You may be entitled to discounts. Any and all discounts will be at our discretion.
  5. The Price is exclusive of fees for packaging and transportation / delivery.
  6. The Price is exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
Cancellation and alteration
  1. Details of the Goods as described in the clause above (Goods) and set out in our sales documentation are subject to alteration without notice and are not a contractual offer to sell the Goods which is capable of acceptance.
  2. The quotation (including any non-standard price negotiated in accordance with the clause on Price (above) is valid for a period of 30 days only from the date shown in it unless expressly withdrawn by us at an earlier time.
  3. Either of us can cancel the order for any reason prior to your acceptance (or rejection) of the quotation.
Payment
  1. We will invoice you for the Price either:
    1. on or at any time after delivery of the Goods; or
    2. where the Goods are to be collected by you or where you wrongfully do not take delivery of the Goods, at any time after we have notified you that the Goods are ready for collection or we have tried to deliver them.
  2. You must pay the Price within 30 days of the date of our invoice or otherwise according to any credit terms agreed between us.
  3. You must make payment even if delivery has not have taken place and / or that the title in the Goods has not passed to you.
  4. If you do not pay within the period set out above, we will suspend any further deliveries to you and without limiting any of our other rights or remedies for statutory interest, charge you interest at the rate of 3% per annum above the base rate of the Bank of England from time to time on the amount outstanding until you pay in full.
  5. Time for payment will be of the essence of the Contract between us and you.
  6. All payments must be made in British Pounds unless otherwise agreed in writing between us.
  7. Both parties must pay all amounts due under these Terms and Conditions in full without any deduction or withholding except as required by law and neither party is entitled to assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
Delivery
  1. We will arrange for the delivery of the Goods to the address specified in the quotation, or your order or to another location we agree in writing..
  2. If you do not specify a delivery address or if we both agree, you must collect the Goods from our premises.
  3. Subject to the specific terms of any special delivery service, delivery can take place at any time of the day and must be accepted at any time between 8 am to 8 pm.
  4. If you do not take delivery of the Goods we may, at our discretion and without prejudice to any other rights:
    1. store or arrange for the storage of the Goods and will charge you for all associated costs and expenses including, but not limited to, transportation, storage and insurance; and / or
    2. make arrangements for the redelivery of the Goods and will charge you for the costs of such redelivery; and/or
    3. after 10 business days, resell or otherwise dispose of part or all of the Goods and charge you for any shortfall below the price of the Goods.
  5. If redelivery is not possible as set out above, you must collect the Goods from our premises and will be notified of this. We can charge you for all associated costs including, but not limited to, storage and insurance.
  6. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. We will not be liable for any delay in delivery of the Goods that is caused by a circumstance beyond our control or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
  7. We can deliver the Goods by instalments, which will be invoiced and paid for separately. Each instalment is a separate contract. Any delay in delivery or defect in an installment will not entitle you to cancel any other instalment.
Inspection and acceptance of Goods
  1. You must inspect the Goods on delivery or collection.
  2. If you identify any damages or shortages, you must inform us in writing within 2 days of delivery, providing details.
  3. Other than by agreement, we will only accept returned Goods if we are satisfied that those Goods are defective and if required, have carried out an inspection.
  4. Subject to your compliance with this clause and/or our agreement, you may return the Goods and we will, as appropriate, repair, or replace, or refund the Goods or part of them.
  5. We will be under no liability or further obligation in relation to the Goods if:
    1. if you fail to provide notice as set above; and/or
    2. you make any further use of such Goods after giving notice under the clause above relating to damages and shortages; and/or
    3. the defect arises because you did not follow our oral or written instructions about the storage, commissioning, installation, use and maintenance of the Goods; and/or
    4. the defect arises from normal wear and tear of the Goods; and/or
    5. the defect arises from misuse or alteration of the Goods, negligence, wilful damage or any other act by you, your employees or agents or any third parties.
  6. You bear the risk and cost of returning the Goods.
  7. Acceptance of the Goods will be deemed to be upon inspection of them by you and in any event within 7 days after delivery.
Risk and title
  1. The risk in the Goods will pass to you on completion of delivery
  2. Title to the Goods will not pass to you until we have received payment in full (in cash or cleared funds) for: (a) the Goods and/or (b) any other goods or services that we have supplied to you in respect of which payment has become due.
  3. 41. Until title to the Goods has passed to you, you must (a) hold the Goods on a fiduciary basis as our bailee; and/or (b) store the goods separately and not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; and/or (c) keep the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.
  4. As long as the Goods have not been resold, or irreversibly incorporated into another product, and without limiting any other right or remedy we may have, we can at any time ask you to deliver up the Goods and, if you fail to do so promptly, enter any of your premises or of any third party where the Goods are stored in order to recover them.
Termination
  1. We can terminate the sale of Goods under the Contract where:
    1. you commit a material breach of your obligations under these Terms and Conditions;
    2. you are or become or, in our reasonable opinion, are about to become the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtors;
    3. you enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with your creditors; or
    4. you convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part thereof, any documents are filed with the court for the appointment of an administrator, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of your affairs or for the granting of an administration order, or any proceedings are commenced relating to your insolvency or possible insolvency.
  2. Title to the Goods will not pass to you until we have received payment in full (in cash or cleared funds) for: (a) the Goods and/or (b) any other goods or services that we have supplied to you in respect of which payment has become due.
  3. Until title to the Goods has passed to you, you must (a) hold the Goods on a fiduciary basis as our bailee; and/or (b) store the goods separately and not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; and/or (c) keep the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.
  4. As long as the Goods have not been resold, or irreversibly incorporated into another product, and without limiting any other right or remedy we may have, we can at any time ask you to deliver up the Goods and, if you fail to do so promptly, enter any of your premises or of any third party where the Goods are stored in order to recover them.
Limitation of liability
  1. Our liability under the Contract, and in breach of statutory duty, and in tort, misrepresentation or otherwise will be limited to this clause.
  2. Subject to the clauses above on Inspection and Acceptance and Risk and Title, all warranties, conditions or other terms implied by statute or common law (save for those implied by Section 12 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law.
  3. If we do not deliver the Goods, our liability is limited, subject to the clause below, to the costs and expenses incurred by you in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.
  4. Our total liability will not, in any circumstances, exceed the total amount of the Price payable by you.
  5. We will not be liable (whether caused by our employees, agents or otherwise) in connection with the Goods, for:
    1. any indirect, special or consequential loss, damage, costs, or expenses; and/or
    2. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; and/or
    3. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; and/or
    4. any losses caused directly or indirectly by any failure or breach by you in relation to your obligations; and/or
    5. any loss relating to the choice of the Goods and how they will meet your purpose or the use by you of the Goods supplied.
  6. The exclusions of liability contained within this clause will not exclude or limit our liability for death or personal injury caused by our negligence; or for any matter for which it would be illegal for us to exclude or limit our liability; and for fraud or fraudulent misrepresentation
Communications
  1. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
  2. Notices will be deemed to have been duly given:
    1. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
    2. when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
    3. on the fifth business day following mailing, if mailed by national ordinary mail; or
    4. on the tenth business day following mailing, if mailed by airmail.
  3. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.
Circumstances beyond the control of either party
  1. Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.
No Waiver
  1. No waiver by us of any breach of these Terms and Conditions by you shall be considered as a waiver of any subsequent breach of the same or any other provision.
Severance
  1. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
Law and jurisdiction
  1. These Terms and Conditions are governed by and interpreted according to English law. All disputes arising under these Terms and Conditions are subject to the exclusive jurisdiction of the English courts.
Standard Terms Of Business
  1. Basis of the Sale If any machine or tractor supplied by PRONAR UK LTD or any part thereof (“the Company”) is found in the opinion of the Company and the manufacturer to be of defective workmanship or material so as to entitle the Company to have it replaced or repaired by the manufacturer the Company undertakes to do so.
  2. Provided however that the costs or expenses incurred by the Company in such replacement or repair which are not recoverable from the manufacturer by the Company shall be paid to the Company by the customer (in advance if so requested by the Company) and provided also that if owing to the failure of the customer to comply with any term or terms imposed by the manufacturer is not bound to replace or repair the Company shall be under no liability to the customer.
  3. Save as above it is not a condition of any sale nor does the Company warrant that any machine or tractor new or second-hand or any part thereof supplied by it is fit for any particular purpose or is of merchantable quality or of any particular quality and the sale is not subject to any implied condition or warranty whether imposed by any statue or otherwise and the Company shall not be liable to the customer in damages suffered by reason of any defect in any machine or tractor or any part thereof supplied notwithstanding that such defect is due to negligence or breach of statutory duty by the Company or by the manufacturer of such machine or tractor or any part thereof.
  4. The company does not give any warranty in respect of services rendered by it except as expressed in Clause 1 above and subject only to Clause 1 above every form of liability for loss or damage direct or consequential or for any accident resulting from defective material faulty workmanship, delay or otherwise is expressly excluded notwithstanding that such loss or damage may be due to the negligence of the Company or its servants or agents.
  5. Price of the Goods Prices quoted are subject to alteration without notice and the price ruling at the time of delivery will be charged. No claim for damage to or shortage of goods supplied by the Company can be entered unless the customer checks the goods at the time of delivery and the Company is advised in writing within 3 days of the customer’s receipt of the goods. Orders & Specification The Company shall not be liable for any non-delivery or delay in delivery (whatever the cause) nor for any loss, damage or expense caused thereby.
  6. The Company does not accept return of goods sent correctly to order unless its written permission has been obtained. (Subject to a 15% handling charge invoice with goods 7 days). The placing of an order with and its acceptance by the Company shall be deemed an acceptance of these terms to the exclusion of any terms or conditions inconsistent therewith whether or not such terms are specified or referred to by the customer in the customer’s order or otherwise howsoever.
  7. Terms of Payment – Parts and Service A credit charge of 10% may be applied which can only be deducted when payment is in compliance with the company’s credit terms as stated on the invoice. No receipt is valid unless it is on the Company’s official documentation. Parts, service repairs and haulage shall be paid for in full by the 28th of the month following the date of statement, unless otherwise specified on the invoice.
  8. All repairs carried out under insurance will require an authorisation number from the insurer and will be required to be settled within our standard terms of business.
  9. For any payments not received within our terms it will be the responsibility of you the customer to make such payments until reimbursement is made to you the customer directly or directly to Lister Wilder Ltd.
  10. Lister Wilder will reimburse the customer by return if the latter. Terms of Payment – Wholegoods Payment of wholegoods machinery and hire will require cleared funds prior to delivery, unless otherwise specified on invoice. All major credit cards accepted, with the exception of American Express. Wholegoods purchased with the support of finance will require to be fully underwritten and documentation signed prior to delivery. If a machine is part exchanged against a wholegoods purchase and is connected to an outstanding financial register it is the responsibility of the seller to fully settle any prior contract relating to this item of machinery.
  11. The buyer “Lister Wilder Ltd” will not be held responsible for any outstanding commitments and therefore regards the seller to be held fully responsible for any outstanding funds or un-cleared financial commitments. The buyer, when settling an account, by any form of electronic payment will be fully responsible to ensure the funds are received in to our account correctly.
  12. The ownership of all wholegoods machines or goods supplied or delivered by the Company, will only be transferred to the purchaser or customer when cleared funds have been received directly or via a finance company in full.
  13. Lister Wilder Ltd cannot be held responsible for any wholegoods delivered to the premises which are subsequently stolen and are not covered by the buyer’s insurance due to the insurance companies not being notified by the buyer. On any such wholegoods transaction supported by part exchange you the customer will remain responsible for any maintenance/mechanical failure as the machine is to be returned in the condition as seen on valuation. Warranties & Liability All used wholegoods are sold with no warranty unless written confirmation states otherwise.
  14. Risk & Property Any goods received by the Company for repairs or replacement by the Company, the manufacturer, or otherwise shall be held by the Company at the sole risk of the owner thereof and of the person sending the goods to the Company and the Company shall be under no liability for loss or damage thereto howsoever caused. The seller reserves the right to retain client’s goods in for repair until such time as repairs and outstanding accounts are paid for in full. The seller reserves the right to cancel any contract without liability should the buyer breach any of the seller’s terms and conditions. If the seller gives the buyer 14 days notice in writing the seller reserves the right to cancel at any time.
  15. Any goods, the property of the seller, must not be removed outside the UK except by written authority of the seller. Buyers providing the seller with details of credit card for payment of goods are deemed to be authorising the seller to deduct such sums from the credit card. Any machinery on hire or demonstration from the seller must at all times be fully insured by the potential buyer/buyer or hirer for road use and against theft by others. General These terms shall apply to every contract for the sale or repair of goods by the Company unless expressly varied in writing signed by a director of the Company.
  16. The seller accepts no responsibility for road traffic offences committed by the potential buyer, buyer or hirer. Should the seller have agreed with the buyer to part exchange goods as the result of a contract it is the seller’s responsibility to cover the goods under their insurance policy until collection from premises. This clause also applies to invoiced goods.
Terminology

In these General Purchase Terms and Conditions (GPT&C), the term:

  1. „Buyer” – means PRONAR UK LTD, Gisburn Road, Gisburn, Clitheroe BB7 4ES.
  2. „Supplier” – means a physical person, business, company, or another entity to which the order is addressed,
  3. „Goods” – means all raw materials, parts, semi-products, products or facilities purchased by the Buyer, in accordance with the purchase order placed,
  4. „Service” – activity that is not of material nature, undertaken to satisfy a defined Buyer’s demand
  5. „Purchase Order” – means a purchase order that specifies: description of goods or service, catalogue number, price, payment deadline, quantity, unit of measure, terms and conditions, place and date of delivery.
  6. Final Customer – means a physical person, business, company or another entity that is a recipient, user of products fabricated by the Buyer with use of Goods delivered by the Supplier.
1. General Principles

These General Purchase Terms and Conditions constitute the integral part of all purchase orders placed by the Buyer at the Supplier’s. Any deviations from the General Purchase Terms and Conditions require the mutual written confirmation by the Buyer and the Supplier to be valid. The General Purchase Terms and Conditions apply to all deliveries of goods and services resulting from mutual business relations between the Buyer and the Supplier. When executing the purchase order, the Supplier accepts the General Purchase Terms and Conditions in whole. Should the Supplier not accept the General Purchase Terms and Conditions, he is obliged to immediately – before confirming the purchase order – notify the Buyer about it in writing. The Buyer reserves the right to withdraw the purchase order in such a case.

2. Order Confirmation And Acceptance

When accepting each purchase order for performance, the Supplier should confirm it in writing within 3 days since receiving it. The written confirmation can be in the form of a paper document, fax or e-mail sent to the Buyer by the Supplier. Acceptance of the purchase order means acceptance of these General Purchase Terms and Conditions by the Supplier. Lack of written confirmation from the side of the Supplier within the mentioned period shall be treated by the Buyer as silent acceptance of the purchase order by the Supplier that shall be fulfilled in compliance with the conditions defined in the purchase order and the General Purchase Terms and Conditions.

3. Delivery Deadlines, Supplier's Delay

The delivery quality, deadline, timeliness and quality are of primary and strategic significance for the Buyer. The agreed delivery deadlines have been defined and are binding and indicate the date of delivering the goods to the Buyer’s premises or another place mutually agreed upon by the Buyer and the Supplier in accordance with Incoterms 2010 determined in the purchase order. Such deadlines must be strictly observed. Should the delivery deadline be threatened, the Supplier is obliged to specify in writing the anticipated period of delay and the causes of its origin. Lack of such information or provision of information from which it can be found out that the delivery cannot be executed by the deadline may be the basis for the Buyer to waive the purchase order with the consequences resulting from item 6 of these General Purchase Terms and Conditions. The Buyer reserves the right to waive in whole or partially, within 7 days, the purchase order that was not executed within the period defined in the purchase order without a duty to pay any compensation. At the same time the Buyer reserves the right to claim compensation from the Supplier for undue execution of the purchase order as per the general rules defined in the Civil Code and return of costs borne for substituted performance of the purchase order.

4. Delivery Place And Conditions

The ordered goods shall be delivered to the Buyer’s premises or another place mutually indicated in writing by the Buyer and the Supplier. The delivery may be considered incomplete and may be rejected if it is not accompanied with a delivery document issued by the Supplier and indicating the number of the Buyer’s purchase order, specification of the shipped (ordered) goods, quantity and its value as well as all required certificates of conformity, other certificates and guarantee sheets. If such conditions are not fulfilled, the Buyer is not liable for the resulting delay in delivery acceptance and payment date.

5. Delivery Risks

The Supplier is responsible for any damages resulting from each delay, loss or defects caused by incorrect marking, packing or identification of shipment. The delivery of the ordered goods is considered accomplished as regards compliance with the delivery conditions and transfer of the risk of accidental loss or damage of the goods from the Supplier onto the Buyer at the moment of defect-free documented acceptance of the subject of delivery by the Buyer in the agreed place.

6. Conventional Penalties

Responsibility for a failure to perform or undue performance of the purchase order has been established in the form of conventional penalties in the following cases and amounts: The Supplier shall pay conventional penalties to the Buyer:

  1. For a waiver to perform the purchase order that has been accepted but not fulfilled due to causes depending on the Supplier or by the Supplier due to causes that are not dependent on the Buyer – in the amount of 10% of the value of the purchase order subject;
  2. For exceeding the delivery deadline in the amount of 0.6% of the purchase order value for each day of delay; this refers also to indirect deadlines;
  3. For a delay in removal of defects found during receipt of the purchase order subject or during the guarantee and warranty period for the defects in the amount of 0.4% of the purchase order value, for each day of delay, counting from the deadline indicated by the Buyer for removal of defects.

The Buyer has a right to deduct the counted penalties from liabilities due to the Supplier. Should the Supplier be delayed with performance of the purchase order subject or fail to fulfil the duty defined in item 3. of the General Purchase Terms and Conditions, the Buyer may – without resigning of the rights to calculate the conventional penalty and the complementary compensation – make use of one or more of the following rights:

  1. Demand performance of the purchase order in whole or partially;
  2. Purchase from another entity at the cost and risk of the Supplier;
  3. Waive the purchase order due to causes pertaining to the Supplier without indicating any additional deadline, upon written notification of the Supplier.

If the conventional penalty does not cover the damage incurred, the Buyer may seek the complementary compensation in accordance with the generally applicable rules.

7. Guarantee, Warranty, Returns

Upon accomplishment of the purchase order, the Supplier grants guarantee and warranty for the delivered goods for the period of 24 months since the day of delivering the final product to the Final Customer, however not longer than for the period of 36 months since the date of delivering the goods from the Supplier to the Buyer. The guarantee liability is compliant with the Civil Code regulations. The Buyer notifies the Supplier about the defects found in the goods delivered. The defects found during receipt and during the guarantee period shall be removed by the Supplier within the period indicated by the Buyer. The Supplier shall undertake any required actions to assure replacement or, upon consent of the Buyer, repair of defective goods at his own cost with due care. Should the Supplier fail to remove the reported defect within the indicated period, the Buyer may remove the defect in lieu of the Supplier, at his cost, upon an earlier written notice provided to the Supplier.

The Buyer, at his own discretion, reserves the right to:

  1. a) Return all defective goods at the Supplier’s cost,
  2. b) Demand their replacement at the Supplier’s cost,
  3. c) Demand the return of costs borne by the Buyer in relation to defects of goods.

All costs related to delivery of the defective goods shall be incurred by the Supplier. The Buyer is entitled to deduct (also conventionally) the mentioned costs from the amounts due to the Supplier. The above does not infringe the Buyer’s rights for conventional penalties, complementary compensation and withholding payments of the Supplier’s invoices and does not release the Supplier from the guarantee liabilities. The Supplier shall deliver the guarantee card (when required by the Buyer) to the Buyer at the latest on the purchase order subject delivery date. Regardless of the guarantee rights, the Supplier takes responsibility against the Customer under warranty in accordance with the Civil Code regulations. The period of warranty granted by the Supplier is equivalent to the period of guarantee granted by him.

8. Price Invoice

The agreed prices are the fixed ones and their increase, once they have been established, is not permitted without an earlier consent of the Buyer. The prices cover delivery to the indicated place at the Supplier’s cost – „TNT” delivery condition in accordance with Incoterms 2010 including packing, and if the „EXW” delivery condition has been agreed upon, in accordance with Incoterms 2010, transport is provided as approved by the Buyer, or in accordance with other agreed conditions compliant with Incoterms 2010.

The invoice must include, among others, the following information:

  1. Number and date of the Buyer’s purchase order,
  2. Delivered quantity and unit of measure of each item,
  3. Unit price and value for each item.

A failure to comply with the mentioned conditions results in a failure to accept the invoice and the invoice is considered as not issued.

9. Delivery Subjects

The delivery subject must be made as specified in the purchase order and in accordance with the applicable standards and regulations, for which the Supplier shall deliver the required documents, certificates of conformity and other certificates that shall be enclosed to the purchased goods delivery. Should the documents required by the Buyer be missing, the delivery shall be considered incomplete, what may result in a failure to accept it.

10. Payment Conditions And Restrictions

All payment shall be made on the condition that the delivered goods are found to be free from quality defects. Should the Buyer find and immediately notify the Supplier about quality defects in the delivered goods, the Buyer has a right to withhold the payment in whole or partially until such quality defects are removed. Acceptance of the delivered goods and payment for them by the Buyer takes place upon verification of the invoice and the manner of seeking the guarantee rights and/or claims for compensation for losses. When the delivered goods and invoices are compliant with the purchase order specification and clauses, the Buyer shall remit payments onto the Supplier’s bank account. The payment for the Supplier shall be made at least 30 days since the day of delivering the invoice to the Customer’s premises together with the report on defect-free acceptance of goods or service, unless agreed otherwise in writing by the parties. The deadline for payment of incorrectly issued invoices is counted from the time of delivering the correcting invoices by the Buyer and extended by the time that lapsed since the date of receiving the VAT invoice till the date of receiving the correcting invoice. Settlement of the payment does not constitute the confirmation that the Supplier accomplished the obligations resulting from the delivery contract. The invoice is issued in the currency of the Buyer’s country, unless agreed otherwise. The invoice should specify VAT.

11. Force Majeure

Both the Buyer and the Supplier may withdraw from execution of the purchase order in case of a delay that takes place beyond their control. A delay beyond control is considered to be a delay caused by force majeure, i.e. a natural disaster that could not be prevented nor anticipated while maintaining due care, which in particular is understood as fire, flood, typhoon, earthquake, epidemics and other unusual and sudden weather phenomena.

12. Confidentiality

Any information resulting directly from these General Purchase Terms and Conditions as well as the information obtained by the Supplier in relation to execution of the purchase order, including in particular any organizational, commercial and technical information concerning the Buyer and not released to the public, shall be considered by the Parties to be confidential and as such shall not be disclosed to any third parties. This obligation does not refer to the situations in which the duty of providing the information results from the binding law regulations. In particular, the Supplier is obliged not to disclose the information concerning the quantity of commercial exchange, applicable prices, discounts, product specifications, logistic agreements, engineering data, under the pain of the Buyer’s withdrawal from the purchase order due to reasons depending on the Supplier. The Supplier declares that he shall not use the confidential information for the purposes other than execution of the purchase order and shall assure appropriate protection of such information as applicable to their confidential nature. The obligation to keep the information confidential remains in force after execution of the purchase order and may be waived only upon written consent of the Buyer on the pain of invalidity.

Any goods fabricated by the Supplier based on the data or documents submitted ¬by the Buyer may be used ¬exclusively for performance for the purchase orders placed by the Buyer. The Supplier is not allowed to use such goods for his own purposes nor make them available to any ¬third parties.

13. Disputes

Regarding the situations that are not governed in these General Purchase Terms and Conditions, the appropriate Civil Code regulations apply. In case of a dispute concerning interpretation or execution of the purchase order and these General Purchase Terms and Conditions that the parties are not able to settle amicably, the appropriate authority to settle them shall be the court competent for the Buyer’s premises location.

14. Final Provisions

The Supplier is not authorized to assign or charge another person with the rights resulting from execution of the purchase order without an earlier written consent of the Buyer. These General Purchase Terms and Conditions constitute an integral part of the purchase order placed at the Supplier’s by the Buyer. In case of inconsistency or discrepancy, the content of the purchase order prevails. The Buyer reserves the right to introduce changes and supplements to the General Purchase Terms and Conditions that require the written form to be valid. Should the provisions of General Purchase Terms and Conditions change, for the purchase orders submitted before such a date the General Purchase Terms and Conditions applicable on the date on which the Buyer submitted the purchase order shall apply.

GET IN TOUCH

Gisburn Auction Market, Gisburn Road, Gisburn, CLITHEROE BB7 4ES

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We are approved and regulated by Financial Conduct Authority, FRN 804318.We may use your information to pass on to our approved lenders that are listed in our Terms & Conditions