Terms and conditions
1. The customer's attention is drawn in particular to the provisions of clause 11.
a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
the terms and conditions set out in this document as amended from time to time in accordance with clause 14.
the contract between Pelsis Limited and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
the person or firm who purchases the Goods from Pelsis Limited.
“Force Majeure Event“
has the meaning given in clause 12.
the goods (or any part of them) set out in the Order.
the Customer's order for the Goods, as set out in the Customer's purchase order form.
any specification for the Goods that is agreed by the Customer and Pelsis Limited.
Pelsis Limited, registered in England and Wales with company number 01576542, with registered office at Sterling House, Grimbald Crag Close, Knaresborough, North Yorkshire HG5 8PJ.
(a) 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.
(b) 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.
(c) A reference to writing or written includes emails.
3. BASIS OF CONTRACT
3.1 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.
3.2 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 submitted by the Customer are complete and accurate.
3.3 The Order shall only be deemed to be accepted when Pelsis Limited issues an acceptance of the Order (in writing, verbally or by conduct), at which point the Contract shall come into existence.
3.4 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.
3.5 Any samples, drawings or advertising produced by Pelsis Limited and any illustrations contained in Pelsis Limited’s catalogues or brochures 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.
3.6 A quotation for the Goods given by Pelsis Limited shall not constitute an offer. A quotation shall only be valid for a period of 30 Business Days from its date of issue.
4.1 Pelsis Limited reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.
5.1 Pelsis Limited shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the type and quantity of the Goods.
5.2 Pelsis Limited uses a network of carriers to carry out the delivery and their performance is monitored. Carriage is free of charge on all orders of £199 and over (excluding VAT) for standard next day delivery to mainland UK. Orders under £199 will be charged at £7.95 plus VAT to the mainland UK. Any delivery outside of the mainland UK will be charged at cost, unless stated otherwise in the Contract.
5.3 Pelsis Limited can, at its discretion, arrange a special delivery within mainland UK for which an additional charge will be incurred. Special delivery cannot be guaranteed for all postcodes and the Customer should confirm with Pelsis Limited such availability at the time the Order is placed.
5.4 Pelsis Limited shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location).
5.5 Delivery is completed on the completion of unloading of the Goods at the Delivery Location. If the Customer requests Goods to be left at the Delivery Location without a signature, Pelsis Limited will not be responsible for any direct or indirect loss should the order be damaged or short in any way.
5.6 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Pelsis Limited 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 Pelsis Limited with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
5.7 If Pelsis Limited 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. Pelsis Limited 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 Pelsis Limited with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
5.8 If the Customer fails to accept delivery of the Goods after three attempts by the courier of Pelsis Limited notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or Pelsis Limited’s failure to comply with its obligations under the Contract, Pelsis Limited shall store the Goods until delivery takes place and, at its discretion, charge the Customer for all related costs and expense.
5.9 If the steps in clause 5.8 have been taken and the Customer has not taken delivery of the Goods, Pelsis Limited may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
5.10 Pelsis Limited may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
6.1 Warranties for each type of Goods are specific to that type of Goods and the Customer should refer to the specific product guidelines in each instance.
6.2 Subject to clause 6.1, if:
(a) the Customer gives notice in writing to Pelsis Limited during the warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty;
(b) Pelsis Limited is given a reasonable opportunity of examining such Goods, the Goods have been used in accordance with Pelsis Limited’s instructions and there is only fair ‘wear and tear’; and
(c) the Customer (if asked to do so by Pelsis Limited) returns such Goods to Pelsis Limited’s place of business at the Customer’s cost,
Pelsis Limited shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full, depending on the state of the Goods.
6.3 Pelsis Limited shall not be liable for the Goods' failure to comply with the warranty set out in clause 6.1 in any of the following events:
(a) the Customer makes any further use of such Goods after giving notice in accordance with clause 6.1;
(b) the defect arises because the Customer failed to follow Pelsis Limited’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;
(c) the defect arises as a result of Pelsis Limited following any drawing, design or Specification supplied by the Customer;
(d) the Customer alters or repairs such Goods without the written consent of Pelsis Limited; or
(e) the defect arises as a result of wilful damage, negligence, or abnormal storage or working conditions.
If the Goods have been returned to Pelsis Limited on the basis of being faulty, but following testing are not deemed to be faulty by Pelsis Limited, the Goods will be returned to the Customer. The Customer will be charged the costs of carriage both ways on the next invoice, or if replacement Goods have been sent free of charge, Pelsis Limited will raise an invoice to the Customer for that cost.
6.4 Except as provided in this clause 6, Pelsis Limited shall have no liability to the Customer in respect of the Goods' failure to comply with the warranties for each type of Goods as set out in clause 6.1.
6.5 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.
6.6 These Conditions shall apply to any repaired or replacement Goods supplied by Pelsis Limited.
7. CHECKING OF DELIVERY, DAMAGED GOODS AND RETURNS
7.1 Following delivery of the Goods, the Customer has a maximum of 72 hours to check any missing or damaged items and advise Pelsis Limited by phone, email or in writing. Any notification to Pelsis Limited after this timeframe will not be accepted and the Goods will be deemed to have been accepted. This does not affect the rights of the Customer in relation to any warranty as detailed in clause 6.1.
7.2 If any of the Goods as detailed in clause 7.1 are deemed to be damaged, the Customer should take photographic evidence of the damaged Goods and supply them to Pelsis Limited. Any damaged goods must be made available for Pelsis Limited to collect should Pelsis Limited deem it to be necessary, to enable Pelsis Limited to assess the damage and improve their products.
7.3 Before signing for delivery, it is essential to note that the number of boxes of Goods received correspond with the number on the delivery note of the carrier for Pelsis Limited. If any part of any order has been signed for but not received, Pelsis Limited are not able to process a claim against their carriers.
7.4 The Customer may cancel its order and return any unused and resaleable Goods purchased by it, by giving Pelsis Limited notice of cancellation within 30 calendar days of the completion of delivery. Where the order of Goods comprises of multiple delivery shipments, the 30 calendar day cancellation period for the Goods runs from the date of the last shipment to the Customer.
7.5 Any rights to cancel or return the Goods will expire after the 30 calendar days (but this does not affect any rights the Customer may have in relation to the quality of the Goods).
7.6 In order to exercise its right to cancel or return the Goods, the Customer may inform Pelsis Limited by post, phone or email to Pelsis Ltd, Sterling House, Grimbald Crag Close, Knaresborough, North Yorkshire, HG5 8PJ, by telephone on 0800 688 5359, or by email at firstname.lastname@example.org. If the Customer is cancelling its order because of any problems with the Goods, Pelsis Limited should be notified of the problem at the time of cancellation.
7.7 On cancellation for whatever reason, the Customer must return the unused Goods to Pelsis Limited (together with the original packaging) without undue delay, unless Pelsis Limited agrees that the Customer can dispose of the Goods, in which case the Customer must comply with the manufacturer’s instructions before disposing of hazardous goods. Goods must be returned with all components and also any promotional items received (including free gifts) or discounted additional products.
7.8 Pelsis Limited will charge a collection fee which will be confirmed with the Customer at the time of request to return Goods which are being returned under the 30 calendar days in this clause. A maximum of 2 attempts will be made for all collections, including defective Goods, should these be unsuccessful it will then become the Customer’s responsibility to return the Goods to Pelsis Limited within 5 Business Days and any charges incurred for the failed collections will be charged to the Customer’s next statement.
7.9 Pelsis Limited reserves the right to make deductions from the amount of the refund under this Contract for any loss in value of the Goods returned, where the Goods show signs of unreasonable use. Unreasonable use includes handling the Goods beyond what is necessary to establish the nature, characteristics and functioning of the Goods.
7.10 Pelsis Limited reserves the right to make a charge for any Goods returned which are unsaleable.
7.11 Any bespoke Goods that are created for the Customer will not be returnable or cancelled under this clause 7. This includes any Goods that are made to order, cut and outsized nets or clearly personalised.
7.12 Pelsis Limited reserves the right to charge a restocking fee on any Goods that are returned and the Customer will be advised of such cost at the time of the request to return the Goods.
8. TITLE AND RISK
8.1 The risk in the Goods shall pass to the Customer on completion of delivery.
8.2 Title to the Goods shall not pass to the Customer until the earlier of:
(a) Pelsis Limited receives payment in full (in cash or cleared funds) for the Goods and any other goods that Pelsis Limited has supplied to the Customer; and
(b) the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 8.4.
8.3 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 Pelsis Limited'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 Pelsis Limited immediately if it becomes subject to any of the events listed in clause 10.1; and
(e) give Pelsis Limited such information relating to the Goods as Pelsis Limited may require from time to time.
8.4 Subject to clause 8.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before Pelsis Limited receives payment for the Goods. However, if the Customer resells the Goods before that time:
(a) it does so as principal and not as Pelsis Limited’s agent; and
(b) title to the Goods shall pass from Pelsis Limited to the Customer immediately before the time at which resale by the Customer occurs.
8.5 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 10.1, then, without limiting any other right or remedy Pelsis Limited may have:
(a) the Customer's right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
(b) Pelsis Limited may at any time:
(i) require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and
(ii) 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.
9. PRICE AND PAYMENT
9.1 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 Pelsis Limited’s published price list in force as at the date of delivery.
9.2 Pelsis Limited may, by giving notice to the Customer at any time 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 Pelsis Limited’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 Pelsis Limited adequate or accurate information or instructions.
9.3 The price of the Goods excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to Pelsis Limited at the prevailing rate, subject to the receipt of a valid VAT invoice.
9.4 Pelsis Limited may invoice the Customer for the Goods on or at any time after the completion of delivery.
9.5 The Customer shall pay the invoice within the agreed payment terms. Payment shall be made to the bank account nominated in writing by Pelsis Limited. Time for payment is of the essence.
9.6 If the Customer fails to make any payment due to Pelsis Limited under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 6% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
9.7 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Pelsis Limited 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 Pelsis Limited to the Customer.
9.8 Accounts settled by credit card will at present not be subjected to administration fees, however any Goods returned requiring a refund on a credit card will be subject to a 5% charge.
9.9 Orders will only be released on credit if there are no overdue invoices from the Customer to Pelsis Limited and the total balance of the account, plus any new orders does not exceed the approved credit limit for the Customer.
9.10 Pelsis Limited reserves the right to request upfront payment from the Customer if payment terms or credit limits have been exceeded.
10.1 Without limiting its other rights or remedies, Pelsis Limited 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 ten 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), 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 to such an extent that in Pelsis Limited’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
10.2 Without limiting its other rights or remedies, Pelsis Limited may suspend provision of the Goods under the Contract or any other contract between the Customer and Pelsis Limited if the Customer becomes subject to any of the events listed in clause 10.1 (a) to clause (d), or Pelsis Limited 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.
10.3 Without limiting its other rights or remedies, Pelsis Limited 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.
10.4 On termination of the Contract for any reason the Customer shall immediately pay to Pelsis Limited all of Pelsis Limited’s outstanding unpaid invoices and interest.
10.5 Termination of the Contract 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 this Contract that existed at or before the date of termination.
10.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
11. LIMITATION OF LIABILITY
11.1 Nothing in these Conditions shall limit or exclude Pelsis Limited's liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979;
(d) defective products under the Consumer Protection Act 1987; or
(e) any matter in respect of which it would be unlawful for Pelsis Limited to exclude or restrict liability.
11.2 Subject to clause 11.1:
(a) Pelsis Limited shall under no circumstances whatsoever 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; and
(b) Pelsis Limited's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 110% of the price of the Goods.
12. FORCE MAJEURE
12.1 Force Majeure Event means any circumstances not in a party’s reasonable control including, without limitation:
(a) acts of God, flood, drought, earthquake or other disaster;
(b) epidemic or pandemic;
(c) terrorist attack, civil war, threat of preparation for war, embargo, or breaking off of diplomatic relations;
(d) nuclear or chemical contamination;
(e) collapse of buildings, fire, explosion or accident;
(f) interruption or failure of utility service; or
(g) any law or action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition.
12.2 Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for two months, the party not affected may terminate this Contract by giving 14 days’ written notice to the affected party.
13. DATA PROTECTION
(a) Name, address, email, contact telephone and financial details for payment.
(b) Training records to comply with legal obligations.
13.3 Pelsis Limited may also require you to validate your credit or debit card details to avoid any fraudulent payments. In providing this information, the Customer’s personal data may be disclosed to third parties such as Credit Reference Agencies to provide a record for payment clearance, credit references, order fulfilment, delivery, data analysis or customer support.
13.4 Pelsis Limited may also need to disclose the Customer’s data where it is required to do so in order to comply with a legal obligation and will require the personal data to be passed on to its carriers to fulfil orders.
14.1 Assignment and other dealings.
(a) Pelsis Limited may at any time assign, transfer, mortgage, charge, subcontract 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, 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 Pelsis Limited.
14.2 Entire agreement.
(a) This 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 this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
14.3 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
14.4 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.
14.5 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
(a) 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 or other next working day delivery service, commercial courier, email.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause (a); if sent by pre-paid first class post or other next working day delivery service, at 9:00 am on the two 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 email, one Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
14.7 Third party rights. No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms.
14.8 Complaints. Pelsis Limited take any complaint very seriously. If the Customer is dissatisfied in any way with the services or the Goods, Pelsis Limited wish to know about it. Pelsis Limited aims to acknowledge the Customer’s complaint within 24 hours. Should the Customer wish to make a formal complaint, it should contact Pelsis Limited by post: Customer Care, Pelsis Ltd, Sterling House,
Grimbald Crag Close, Knaresborough, HG5 8PJ, by telephone on 0800 688 5359, or by email at email@example.com.
14.9 Complaint resolution. Once Pelsis Limited have completed a thorough investigation, it will provide a final response. This will outlie the details of the investigation, how it reached a decision and what it will do to put things right.
14.10 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.
14.11 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 this Contract or its subject matter or formation