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PERMABOUND LTD TERMS AND CONDITIONS OF SALE

Business-to-Business Supply Terms
These Terms and Conditions of Sale apply to the supply of Goods by PermaBound Ltd to business customers, including distributors, wholesalers, merchants, stockists, retailers, resellers, contractors and other trade customers.

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In these Terms:
  • “Business Day” means a day other than Saturday, Sunday or a public holiday in England when banks in London are open for business.
  • “Company”, “PermaBound”, “we”, “us” or “our” means PermaBound Ltd.
  • “Contract” means the contract between PermaBound and the Customer for the sale and purchase of Goods incorporating these Terms.
  • “Customer”, “Buyer” or “you” means the person, firm or company purchasing Goods from PermaBound.
  • “Goods” means any goods, products, materials, components, systems, accessories or associated items supplied or to be supplied by PermaBound.
  • “Order” means an order placed by the Customer for Goods.
  • “Reseller” means any Customer purchasing Goods wholly or partly for resale, distribution or onward supply and includes distributors, wholesalers, merchants, stockists, retailers and other trade resellers.
  • “Specification” means any written specification for the Goods issued or expressly approved by PermaBound.

1.2 Interpretation

References to writing include email. Headings are for convenience only and do not affect interpretation. Words in the singular include the plural and vice versa where the context permits.

2. BASIS OF CONTRACT

2.1 These Terms apply to all quotations, Orders and Contracts for the sale of Goods by PermaBound. 2.2 By placing an Order, the Customer agrees to be bound by these Terms to the exclusion of any other terms which the Customer seeks to impose or incorporate, including terms contained in any purchase order, procurement document or other correspondence, unless expressly accepted by PermaBound in writing. 2.3 An Order placed by the Customer constitutes an offer to purchase the Goods in accordance with these Terms. 2.4 A Contract shall only be formed when PermaBound accepts the Order by issuing an order acknowledgement, confirming acceptance, dispatching the Goods or otherwise expressly accepting the Order. 2.5 PermaBound may decline an Order before acceptance. 2.6 The Customer is responsible for ensuring that the details of its Order and any specification, quantity, delivery information or other information supplied to PermaBound are complete and accurate.

3. BUSINESS CUSTOMERS

3.1 PermaBound supplies Goods on a business-to-business basis. 3.2 By placing an Order, the Customer confirms that it is acting wholly or mainly for purposes relating to its trade, business, craft or profession and is not purchasing as a consumer. 3.3 These Terms are intended to govern commercial transactions and are not consumer terms.

4. QUOTATIONS, PRICES AND VAT

4.1 Unless otherwise stated, quotations are valid for 30 days from their date. 4.2 A quotation does not constitute an offer and may be withdrawn or amended before an Order is accepted. 4.3 Prices are exclusive of VAT, delivery, carriage, packaging, duties and other charges unless expressly stated otherwise. 4.4 VAT shall be charged at the applicable rate. 4.5 PermaBound may amend prices before accepting an Order. 4.6 PermaBound may issue or amend trade price lists from time to time. Changes to a general price list shall not affect Orders already accepted unless expressly agreed otherwise. 4.7 Any discount, rebate, promotional price or special trading term is specific to the circumstances in which it is offered and does not create an entitlement to the same terms on future Orders.

5. PAYMENT AND CREDIT ACCOUNTS

5.1 Payment shall be made in accordance with the payment terms stated on PermaBound’s invoice, credit account terms or other written agreement. 5.2 Where PermaBound grants a credit account, the facility is granted at PermaBound’s discretion and may be subject to a credit limit. 5.3 PermaBound may reasonably review, reduce, suspend or withdraw a credit facility having regard to payment history, creditworthiness, account conduct or other material commercial circumstances. 5.4 The Customer shall pay invoices in full in cleared funds without deduction, withholding, set-off or counterclaim except where required by law. 5.5 Where an amount is overdue, PermaBound may charge interest and recover debt recovery costs to the extent permitted by applicable law. 5.6 PermaBound may suspend outstanding deliveries, place further Orders on hold or require payment in advance while undisputed overdue amounts remain outstanding. 5.7 Suspension of supply shall not relieve the Customer of its obligation to pay amounts already due.

6. GOODS AND SPECIFICATIONS

6.1 Goods shall materially correspond with their applicable Specification, subject to reasonable manufacturing tolerances and permitted variations. 6.2 Product photographs, samples, illustrations, descriptions, dimensions, weights, colours and other information appearing in catalogues, websites, price lists, technical literature or marketing materials provide a general representation of the Goods unless expressly incorporated into the Contract. 6.3 PermaBound may make reasonable changes to formulation, specification, manufacture, packaging, labelling or presentation where such changes:
  1. are required by law or regulation;
  2. reflect changes in manufacturing or supply;
  3. constitute a product improvement; or
  4. do not materially adversely affect the intended function of the Goods.
6.4 The Customer shall not remove, obscure or alter labels, batch information, instructions, safety information or warnings where doing so could affect identification, traceability, regulatory compliance or safe use.

7. PRODUCT CHARACTERISTICS AND VARIATION

7.1 The Customer acknowledges that certain Goods may contain natural materials or be manufactured, blended or produced in batches and may therefore be subject to reasonable variation. 7.2 Variations may include, where relevant:
  1. colour;
  2. shade;
  3. texture;
  4. aggregate appearance;
  5. grading;
  6. size;
  7. finish;
  8. blend;
  9. batch appearance; and
  10. other characteristics inherent in natural or manufactured materials.
7.3 Reasonable variations of this nature shall not of themselves constitute defects. 7.4 Samples, photographs and display materials provide an indication of appearance but cannot guarantee exact correspondence between different production batches or natural materials.

8. PRODUCT AVAILABILITY AND ORDERS

8.1 Acceptance of an Order is subject to availability of Goods and, where applicable, raw materials, components and imported products. 8.2 PermaBound may make reasonable partial deliveries where the complete quantity is not immediately available. 8.3 Where Goods are manufactured, imported, packaged, labelled or ordered specifically for the Customer, the Customer may not cancel the Order after PermaBound has committed to manufacture, procurement or supply except with PermaBound’s written agreement.

9. DELIVERY

9.1 Delivery Dates: Any delivery date or time given by PermaBound is an estimate only unless expressly agreed otherwise in writing. 9.2 Time for delivery shall not be of the essence. 9.3 PermaBound shall use reasonable endeavours to meet estimated delivery dates but delivery may be affected by manufacturing delays, supplier delays, import delays, customs, shipping, transport disruption, traffic, weather and circumstances outside PermaBound’s reasonable control. 9.4 Customer Commitments: The Customer should not arrange installation labour, contractors, plant, machinery or other material commitments in reliance upon an estimated delivery time without making reasonable allowance for possible delay. 9.5 Delivery Losses: Subject to Section 27 and any liability which cannot lawfully be excluded or limited, PermaBound shall not be liable for losses arising from delayed delivery including:
  1. project delay;
  2. contractor downtime;
  3. wasted labour;
  4. plant or machinery charges;
  5. loss of profit;
  6. loss of business; or
  7. consequential or indirect loss.

10. DELIVERY LOCATION AND ACCESS

10.1 Delivery shall be made to the delivery address specified in the Order or otherwise agreed. 10.2 The Customer is responsible for providing complete and accurate delivery details and informing PermaBound of material access restrictions. 10.3 The Customer shall ensure that the delivery location is safe and reasonably accessible for the type and size of vehicle reasonably required to make the delivery. 10.4 Unless expressly agreed otherwise, delivery shall be kerbside or to the nearest point that the driver or carrier reasonably considers safely accessible. 10.5 Neither PermaBound nor its carrier shall be required to enter any yard, site, driveway or other location where the driver reasonably considers access, manoeuvring or unloading unsafe or likely to cause damage. 10.6 The Customer is responsible for ensuring suitable road width, turning space, height and weight clearance, ground conditions and unloading facilities. 10.7 A reasonable decision of the driver or carrier concerning safe access or unloading shall be respected.

11. UNLOADING AND FAILED DELIVERY

11.1 Unless expressly agreed otherwise, the Customer is responsible for providing suitable labour, equipment and facilities for prompt and safe unloading. 11.2 The availability of a tail lift, crane, forklift or other equipment does not mean that Goods can be placed at any location requested by the Customer. 11.3 If delivery cannot be completed because of an act or omission of the Customer, including:
  1. incorrect delivery details;
  2. unsuitable access;
  3. absence of a person required to receive the Goods;
  4. inadequate unloading arrangements; or
  5. unjustified refusal of delivery,
PermaBound may return the Goods to its premises or another appropriate storage location. 11.4 The Customer shall be responsible for reasonable costs caused by a failed delivery for which it is responsible, including return carriage, redelivery, handling, waiting time and storage. 11.5 A failed delivery does not automatically cancel the Contract or relieve the Customer from its payment obligations.

12. THIRD-PARTY CARRIERS

12.1 PermaBound may use independent hauliers, pallet networks, couriers and other carriers. 12.2 Delivery estimates or tracking information supplied by a carrier are indicative unless expressly confirmed otherwise by PermaBound. 12.3 The use of a third-party carrier does not alter the Customer’s obligations concerning access, receipt, inspection and notification.

13. RISK

13.1 Risk of loss of or damage to the Goods shall pass to the Customer on completion of delivery. 13.2 Where Goods are collected by the Customer or a carrier independently appointed by the Customer, risk shall pass when the Goods are handed to the Customer or its nominated carrier. 13.3 Passing of risk is separate from passing of ownership. Ownership remains subject to Section 25.

14. INSPECTION OF GOODS

14.1 The Customer must inspect all Goods promptly following delivery and in all cases before resale, use, installation, mixing, processing or incorporation into works. 14.2 The Customer shall verify, where applicable:
  1. product type;
  2. quantity;
  3. size or grade;
  4. specification;
  5. colour, blend or finish;
  6. packaging condition;
  7. batch identification; and
  8. visible transit damage.
14.3 Visible damage or apparent shortages should be recorded on the carrier’s delivery documentation or electronic delivery record wherever reasonably practicable. 14.4 Signing a delivery record “unchecked” shall not relieve the Customer of its obligation to inspect the Goods promptly.

15. DELIVERY DISCREPANCIES AND NOTIFICATION

15.1 Any shortage, incorrect Goods, visible damage or other discrepancy reasonably discoverable upon inspection must be notified to PermaBound in writing within 5 working days of delivery. 15.2 Notification shall include, where applicable:
  1. Order or invoice reference;
  2. product details;
  3. quantity affected;
  4. batch numbers;
  5. description of the issue; and
  6. photographic evidence showing the Goods, labels, packaging and alleged damage or discrepancy.
15.3 The Customer shall retain affected Goods and relevant packaging and shall not dispose of them until PermaBound has had a reasonable opportunity to investigate. 15.4 Failure to notify an apparent discrepancy within the required period may result in the Goods being treated as accepted in respect of that apparent discrepancy, subject to applicable law. 15.5 The notification period for apparent discrepancies does not prevent notification of a genuine latent defect which could not reasonably have been discovered during the required inspection.

16. PRE-USE AND PRE-INSTALLATION VERIFICATION

16.1 Before Goods are used, opened where opening commits them to use, mixed, processed, cut, installed or incorporated into works, the Customer or installer must verify that the Goods correspond with the Order and are suitable for the intended application. 16.2 Verification shall include, where applicable:
  1. product identity;
  2. quantity;
  3. size, grade or specification;
  4. colour, blend or finish;
  5. batch identification;
  6. packaging information; and
  7. any other characteristic reasonably capable of verification before use.
16.3 Where Goods are supplied in sealed bags, containers, packaging or pallets, relevant labels and identifying information must be checked before use. 16.4 Goods must not be used or installed where the Customer or installer knows or reasonably ought to know that they may be incorrect or materially inconsistent with the Order or Specification.

17. USE OR INSTALLATION AS ACCEPTANCE

17.1 Use, mixing, processing, cutting or installation of Goods shall constitute acceptance of those Goods in respect of any shortage, incorrect product, incorrect specification, colour or appearance issue or other matter reasonably identifiable before such use or installation. 17.2 This provision does not apply to a latent defect which could not reasonably have been identified before use or installation. 17.3 Where an apparent issue could reasonably have been identified before installation, the Customer must stop and notify PermaBound rather than continue installation. 17.4 Subject to the other provisions of these Terms and applicable law, PermaBound shall not be responsible for removal, labour, plant, reinstatement or reinstallation costs resulting from a matter which ought reasonably to have been identified before the Goods were used or installed.

18. SAMPLE, BATCH AND APPEARANCE APPROVAL

18.1 Where Goods are supplied in batches, blends, colours, mixes or decorative finishes, the Customer or installer shall confirm their suitability before proceeding with full installation. 18.2 Where reasonably appropriate, a small test or sample area should be prepared before proceeding with full installation. 18.3 The Customer or installer is responsible for verifying the required appearance, colour, texture, blend and finish before installation progresses beyond a reasonable initial test area. 18.4 Once installation has progressed beyond such an initial area, the Goods shall be treated as accepted in respect of appearance, colour, texture, blend or other matters reasonably apparent from that initial installation. 18.5 Reasonable variation between samples, natural materials and production batches shall not constitute a defect.

19. SITE, APPLICATION AND INSTALLATION RESPONSIBILITY

19.1 Unless expressly agreed otherwise in writing, PermaBound supplies Goods but does not undertake responsibility for their installation. 19.2 The Customer, contractor and installer are responsible for determining that:
  1. the Goods are suitable for the intended application;
  2. the substrate is suitable and correctly prepared;
  3. site conditions are suitable;
  4. weather and environmental conditions are appropriate;
  5. correct quantities have been ordered;
  6. appropriate tools, equipment and methods are used; and
  7. installation is carried out competently and in accordance with applicable instructions and professional practice.
19.3 PermaBound shall not be responsible for defects or failures caused by:
  1. incorrect installation;
  2. poor workmanship;
  3. unsuitable or incorrectly prepared substrates;
  4. incorrect mixing or application;
  5. incorrect quantities or ratios;
  6. inappropriate environmental or weather conditions;
  7. improper storage or handling; or
  8. failure to follow applicable instructions.

20. TECHNICAL INFORMATION AND ADVICE

20.1 PermaBound may provide product information, technical data, guidance, calculations, recommendations or other assistance. 20.2 Such information is provided in good faith based upon information reasonably available to PermaBound at the relevant time. 20.3 Unless PermaBound expressly accepts design responsibility in writing, the Customer remains responsible for determining the suitability of the Goods for its intended purpose, project and site conditions. 20.4 Where advice depends upon information supplied by the Customer, the Customer is responsible for ensuring that such information is accurate and complete. 20.5 Technical assistance does not make PermaBound responsible for installation workmanship, site preparation or matters outside its reasonable control.

21. STORAGE, HANDLING, PACKAGING AND SHELF LIFE

21.1 Customer Responsibility Following Delivery: Following delivery and the passing of risk, the Customer is responsible for ensuring that the Goods are stored, handled and protected appropriately having regard to the nature of the Goods, their packaging, environmental conditions and any storage instructions or requirements provided by PermaBound. 21.2 Specific Storage Requirements: Where PermaBound, the product labelling, packaging, technical documentation, safety information or other information supplied with the Goods specifies particular storage conditions, the Customer shall comply with those requirements. Such requirements may include, where applicable:
  1. storage indoors or under suitable cover;
  2. protection from rain, standing water, moisture or excessive humidity;
  3. protection from frost, excessive heat or direct sunlight;
  4. maintenance within a specified temperature range;
  5. storage in a dry and adequately ventilated location;
  6. keeping containers sealed until required for use;
  7. protection from contamination;
  8. storage off the ground or on suitable pallets or supports;
  9. particular stacking or orientation requirements; and
  10. compliance with stated shelf-life, batch rotation or use-by requirements.
21.3 Transit Packaging Is Not Necessarily Storage Packaging: Packaging, pallet wrapping, covers, shrink wrapping, protective films, cartons, bags, containers or other materials used by PermaBound, its manufacturers or suppliers may be intended principally to protect the Goods during handling and transportation. The Customer must not assume that packaging which is suitable for transportation is also suitable for prolonged storage, external storage or exposure to weather or other environmental conditions. Where Goods have specific storage requirements, those requirements shall take precedence over any assumption which might otherwise be made from the manner in which the Goods were packaged or delivered. 21.4 Inspection and Protection Following Delivery: The Customer shall inspect the Goods and their packaging following delivery and shall take reasonable steps to ensure that the manner in which the Goods were packaged for transportation remains appropriate for their intended period and conditions of storage. Where necessary, the Customer shall move, cover, unpack, ventilate, separate, repackage or otherwise protect the Goods in accordance with applicable storage requirements. 21.5 Temporary Transit Protection: The presence of weather-resistant wrapping, pallet covers, protective sheeting, shrink wrap or similar packaging shall not constitute a representation or warranty by PermaBound that the Goods or packaging are suitable for indefinite or long-term external storage. Packaging intended principally for transit protection shall be treated as temporary protection unless PermaBound’s product information expressly states otherwise. 21.6 Resellers, Stockists and Distributors: A Reseller shall ensure that Goods remain appropriately stored and handled for the entire period during which they are in its possession or control. Where Goods are subsequently supplied to another distributor, stockist, retailer, contractor, installer or end customer, the Reseller shall ensure that any material storage requirements supplied by PermaBound are communicated with the Goods or otherwise made reasonably available to the recipient. 21.7 Deterioration Caused by Storage or Handling: Subject to applicable law, PermaBound shall not be responsible for deterioration, damage, contamination, discolouration, degradation, loss of performance or other product failure to the extent caused by:
  1. failure to comply with specified storage requirements;
  2. prolonged or inappropriate external storage;
  3. exposure to rain, water, moisture, frost, excessive heat, sunlight or unsuitable temperatures;
  4. failure to protect Goods adequately following delivery;
  5. inappropriate stacking, handling or transportation after risk has passed;
  6. damaged packaging which the Customer knew or reasonably ought to have identified and addressed;
  7. failure to observe shelf-life or stock-rotation requirements; or
  8. any other storage or handling conditions inconsistent with information supplied by PermaBound.
21.8 Shelf Life and Stock Rotation: Where Goods have a stated shelf life, manufacture date, use-by date or recommended storage period, the Customer shall manage its stock appropriately and shall not supply or use Goods outside that period except where PermaBound has confirmed in writing that they remain suitable. Resellers and stockists are responsible for implementing appropriate stock rotation having regard to product dates and storage requirements. 21.9 Investigation of Storage-Related Claims: Where a defect, deterioration or performance issue may reasonably be associated with storage or handling conditions, PermaBound may require the Customer to provide information reasonably necessary to investigate the claim, including:
  1. date of delivery;
  2. batch or product identification;
  3. location and duration of storage;
  4. whether storage was internal or external;
  5. relevant temperature, moisture or environmental conditions where material;
  6. photographs of the Goods and their storage arrangements;
  7. details of any movement, repacking or onward transportation; and
  8. details of compliance with applicable storage instructions.
The Customer shall provide reasonable cooperation with such investigation. 21.10 Latent Product Defects: Nothing in this Section is intended to relieve PermaBound of responsibility for a genuine defect in the Goods merely because the Goods have been stored before use. However, where deterioration or failure results wholly or partly from failure to follow applicable storage or handling requirements after risk has passed, PermaBound shall not be responsible for that deterioration or failure to the extent caused by such failure.

22. RESELLERS, STOCKISTS AND DISTRIBUTORS

22.1 A Reseller purchases and resells Goods as an independent business. 22.2 Nothing in these Terms creates a partnership, joint venture, employment relationship, franchise or agency between PermaBound and the Reseller. 22.3 Unless expressly authorised in writing, a Reseller has no authority to:
  1. bind PermaBound;
  2. enter into contracts on behalf of PermaBound;
  3. make warranties or guarantees on behalf of PermaBound;
  4. vary PermaBound’s product specifications, instructions or warranties; or
  5. represent that it has authority to act for PermaBound.
22.4 Unless expressly agreed in writing, appointment or supply as a distributor, stockist or reseller is non-exclusive. 22.5 No Reseller acquires exclusivity in respect of any territory, product, market, customer category or sales channel merely by purchasing or stocking Goods.

23. ONWARD SALE AND PRODUCT INFORMATION

23.1 A Reseller shall ensure that Goods are marketed, stored, handled and sold in accordance with applicable law and material product requirements supplied by PermaBound. 23.2 The Reseller shall not make any product statement, performance claim, representation, guarantee or warranty which:
  1. is inconsistent with information supplied by PermaBound;
  2. materially exceeds PermaBound’s own published or contractual commitments without accepting responsibility for doing so;
  3. is false or misleading; or
  4. has not been authorised by PermaBound where authorisation is reasonably required.
23.3 The Reseller shall provide its customers with applicable instructions, warnings, technical information, storage requirements and product documentation supplied by PermaBound where such information is intended to accompany the Goods or be communicated to users. 23.4 The Reseller shall take reasonable steps to communicate relevant storage, handling, pre-use and pre-installation requirements to its customer. 23.5 The Reseller shall not remove or obscure product identification, batch information, safety information or other material labels before onward sale except where lawfully relabelling Goods with PermaBound’s authority.

24. DEFECTIVE GOODS, WARRANTY CLAIMS AND RETURNS

24.1 PermaBound warrants that at the time of delivery the Goods shall materially conform to their applicable Specification and be free from material defects in materials and manufacture. 24.2 The warranty does not apply to defects, deterioration or failures caused by:
  1. incorrect installation;
  2. misuse or neglect;
  3. improper storage;
  4. incorrect handling or transportation after risk has passed;
  5. alteration or modification;
  6. use contrary to instructions;
  7. unsuitable substrates or site conditions;
  8. normal wear and tear;
  9. use after applicable shelf-life limitations; or
  10. other acts or omissions outside PermaBound’s reasonable control.
24.3 Where the Customer alleges a defect, PermaBound may require reasonable evidence including photographs, batch information, purchase details, samples and information concerning storage, handling, installation and site conditions. 24.4 PermaBound shall be given a reasonable opportunity to inspect or investigate allegedly defective Goods before they are disposed of, removed or otherwise made unavailable for examination, where reasonably practicable. 24.5 If PermaBound accepts that Goods are defective, PermaBound may, subject to applicable law and the circumstances of the claim:
  1. replace the affected Goods;
  2. repair the Goods where appropriate;
  3. issue a credit;
  4. refund the price paid for the affected Goods; or
  5. agree another appropriate remedy.
24.6 Non-Defective Returns: Goods correctly supplied are not returnable merely because:
  1. the Customer has over-ordered;
  2. the Goods are no longer required;
  3. the Customer has been unable to resell them;
  4. a project has been cancelled; or
  5. the Customer’s own customer has changed its mind,
unless PermaBound agrees to accept the return. 24.7 Any agreed return of non-defective Goods is subject to prior authorisation and may be subject to reasonable carriage, handling and restocking charges. 24.8 Bespoke, specially manufactured, specially ordered, relabelled, repackaged or customer-specific Goods may not be returned unless defective or otherwise agreed by PermaBound.

25. RETENTION OF TITLE

25.1 Ownership of Goods shall remain with PermaBound until PermaBound has received payment in full in cleared funds for the Goods and any other amounts due in respect of their supply. 25.2 Until title passes, the Customer shall:
  1. hold the Goods on behalf of PermaBound;
  2. store them separately where reasonably practicable or otherwise ensure they remain identifiable as Goods supplied by PermaBound;
  3. maintain them in satisfactory condition;
  4. keep them appropriately insured; and
  5. not unnecessarily remove or obscure identifying marks.
25.3 Resale Before Title Passes: A Reseller may resell Goods in the ordinary course of its business before title passes, provided such resale is a genuine arm’s-length sale made in the normal course of trade. 25.4 The Customer’s authority to resell Goods before title passes shall cease where the Customer becomes subject to an insolvency event or PermaBound validly terminates that authority following material payment default. 25.5 Recovery of Goods: Where title has not passed and the Customer’s right to possession has ended, PermaBound may require the Customer to make the relevant Goods available for collection and may exercise such rights of recovery as are lawfully available to it.

26. LIMITED REMEDIES AND COMMERCIAL CLAIMS

26.1 Where Goods have not been used or installed and PermaBound accepts that they are defective, damaged or incorrectly supplied, PermaBound may provide one of the remedies stated in Section 24. 26.2 The Customer shall take reasonable steps to mitigate any loss and shall not continue using or installing Goods after becoming aware of a material issue which reasonably requires investigation. 26.3 The Customer shall not admit liability on behalf of PermaBound, promise compensation from PermaBound or settle an end-user claim purporting to bind PermaBound without PermaBound’s prior written agreement. 26.4 Where a Reseller voluntarily provides its customer with a warranty, guarantee, refund, replacement, compensation or other remedy exceeding PermaBound’s obligations under the Contract, that additional commitment shall be the responsibility of the Reseller unless PermaBound expressly agreed to it in writing.

27. LIMITATION OF LIABILITY

27.1 Nothing in these Terms excludes or limits any liability which cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation. 27.2 Subject to Section 27.1, PermaBound shall not be liable for:
  1. loss of profit;
  2. loss of revenue;
  3. loss of business;
  4. loss of contracts;
  5. loss of anticipated savings;
  6. business interruption;
  7. contractor downtime;
  8. project delay; or
  9. indirect or consequential loss,
arising out of or in connection with the Contract. 27.3 Subject to Section 27.1 and except to the extent expressly accepted by PermaBound in writing, PermaBound shall not be responsible for labour, removal, plant, access, reinstatement or reinstallation costs where the relevant problem was or ought reasonably to have been apparent before the Goods were installed or where the loss resulted from circumstances for which the Customer, Reseller, contractor or installer was responsible. 27.4 Subject to Section 27.1, PermaBound’s aggregate liability arising from or in connection with a Contract shall not exceed [LIABILITY CAP TO BE FINALISED]. 27.5 Nothing in this Section limits the Customer’s obligation to pay the price of Goods properly supplied.

28. PRODUCT COMPLAINTS AND RESELLER CLAIMS

28.1 A Reseller receiving a material complaint concerning the Goods shall notify PermaBound promptly where the complaint may reasonably involve an alleged manufacturing defect, product safety issue or material technical concern. 28.2 The Reseller shall obtain and preserve, where reasonably available:
  1. proof of purchase;
  2. product and batch information;
  3. photographs;
  4. unused product or samples;
  5. details of storage and handling;
  6. installation information; and
  7. other information reasonably required to investigate the complaint.
28.3 The Reseller shall not make an admission of fault or liability on behalf of PermaBound. 28.4 PermaBound shall be given a reasonable opportunity to investigate before the Reseller represents that PermaBound has accepted responsibility.

29. PRODUCT TRACEABILITY, SAFETY AND RECALL

29.1 Where reasonably appropriate to the Goods concerned, the Customer shall maintain sufficient records to assist with product and batch traceability. 29.2 The Customer shall promptly inform PermaBound of any material product safety concern, suspected systemic defect or regulatory issue relating to the Goods of which it becomes aware. 29.3 If PermaBound reasonably determines that Goods should be inspected, withdrawn, recalled or subject to corrective action, the Customer shall provide reasonable cooperation. 29.4 Responsibility for reasonable costs associated with a recall or corrective action shall be determined having regard to its cause, applicable law and the respective responsibility of the parties.

30. INTELLECTUAL PROPERTY AND BRANDING

30.1 All intellectual property rights in PermaBound’s trade marks, product names, branding, photographs, technical documents, specifications, designs, drawings and marketing materials remain vested in PermaBound or the relevant rights owner. 30.2 A Reseller may use marketing materials expressly supplied or approved by PermaBound for the legitimate purpose of advertising and reselling genuine PermaBound Goods. 30.3 The Customer shall not:
  1. materially alter PermaBound branding without permission;
  2. use PermaBound’s intellectual property in a misleading manner;
  3. register or attempt to register a confusingly similar trade mark, trading name or domain name;
  4. represent itself as PermaBound; or
  5. imply that it is an exclusive or authorised distributor unless that status has expressly been granted.
30.4 PermaBound may require a Customer to discontinue an unauthorised or misleading use of its branding or marketing materials.

31. SUSPENSION AND TERMINATION

31.1 PermaBound may suspend further supply or terminate an affected Contract where the Customer:
  1. materially breaches the Contract and, where the breach is capable of remedy, fails to remedy it within a reasonable period after being requested to do so;
  2. fails to pay an undisputed amount when due;
  3. exceeds an agreed credit limit and does not make arrangements acceptable to PermaBound;
  4. becomes insolvent or subject to a relevant insolvency process; or
  5. ceases or threatens to cease carrying on a substantial part of its business.
31.2 Termination shall not affect rights or liabilities accrued before termination. 31.3 Amounts properly due to PermaBound shall remain payable following termination.

32. FORCE MAJEURE

32.1 Neither party shall be liable for delay or failure to perform an obligation, other than an obligation to pay an amount already due, to the extent caused by an event beyond its reasonable control. 32.2 Such events may include:
  1. extreme weather;
  2. flood, fire or natural disaster;
  3. epidemic or pandemic;
  4. war, terrorism or civil disturbance;
  5. strikes or industrial disputes;
  6. government action;
  7. import or export restrictions;
  8. customs or port disruption;
  9. shortages of raw materials or components;
  10. manufacturing or supply-chain disruption;
  11. transport failure; and
  12. failure of utilities or essential infrastructure.

33. COMPLIANCE WITH LAW

33.1 Each party shall comply with laws applicable to its performance of the Contract. 33.2 The Customer is responsible for ensuring that its own advertising, marketing, storage, transportation, distribution, resale and onward supply of the Goods comply with legal requirements applicable to its activities. 33.3 The Customer shall not alter, relabel, repackage or market Goods in a manner which causes them to become unlawful, unsafe or misleading.

34. CONFIDENTIALITY

34.1 Each party shall keep confidential commercially sensitive information received from the other which is identified as confidential or would reasonably be understood to be confidential. 34.2 Confidential information may be disclosed where required by law or to professional advisers subject to appropriate confidentiality obligations.

35. DATA PROTECTION

Each party shall comply with applicable data protection law in relation to personal data processed in connection with its trading relationship with the other party.

36. ASSIGNMENT

36.1 The Customer shall not assign, transfer or otherwise dispose of its rights or obligations under a Contract without PermaBound’s prior written consent. 36.2 PermaBound may assign or transfer its rights under a Contract as part of a bona fide business transfer, restructuring or financing arrangement, subject to applicable law.

37. WAIVER

A failure or delay by either party to exercise a right or remedy shall not constitute a waiver of that or any other right or remedy.

38. SEVERANCE

If any provision of these Terms is found to be invalid, unlawful or unenforceable, that provision shall, so far as possible, be treated as modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in effect.

39. VARIATION

No variation of a Contract or these Terms shall be effective unless agreed in writing by an authorised representative of PermaBound, except that PermaBound may issue revised Terms for future Orders.

40. THIRD-PARTY RIGHTS

Unless expressly stated otherwise, a person who is not a party to a Contract shall have no right to enforce any term of that Contract.

41. ENTIRE AGREEMENT

41.1 The Contract constitutes the agreement between PermaBound and the Customer concerning the relevant supply of Goods and supersedes prior discussions or correspondence concerning that Order, except for matters expressly incorporated into the Contract. 41.2 Nothing in this Section excludes liability for fraud or fraudulent misrepresentation.

42. NOTICES

Any formal notice required under the Contract shall be given in writing to the registered office, principal business address or notified email address of the relevant party in accordance with any notice requirements specified by PermaBound.

43. GOVERNING LAW AND JURISDICTION

43.1 These Terms, each Contract and any dispute or claim arising out of or in connection with them, including non-contractual disputes or claims, shall be governed by the laws of England and Wales. 43.2 The courts of England and Wales shall have exclusive jurisdiction to determine any dispute or claim arising out of or in connection with these Terms or a Contract.
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