Standard Terms & Conditions of Sale (the “Conditions”)

These Conditions govern the relationship between Polyframe Products Limited (referred to as “the Company“, “we” or “us“) and any entity that purchases goods from us (the “Customer” or “you”). Please ensure that you read these Conditions before placing an order with us as they contain important information and are legally binding on both parties.

Scope

1. These Conditions shall apply to all dealings between the Company and the Customer including quotations issued / orders accepted and all contracts shall be subject to them. No other terms, conditions or guarantees whatsoever shall form part of the contract and you accept that this document constitutes the entire agreement between you and us. Any variation to these Conditions shall be valid only if expressly agreed in writing by a Director of the Company.

Quotations

2. Any quotation issued by the Company: (1) shall be valid for a period of 30 days from the date thereof; (2) may be revised or withdrawn by the Company at any time; and (3) shall not constitute an offer.

Orders

3. To place an order, you should generate a quotation on our online portal and, once you wish to proceed, convert that quotation to an order on the portal and submit it to our processing team (an “Order”). If you do not wish to use the portal and instead provide us your requirements by other means (for example, by email, scanned drawings or other information), we will create the job on the portal on your behalf and email you full details for acceptance. Your acceptance of those details by email shall constitute your Order. Each Order constitutes an offer by you to purchase the goods described in it on these Conditions, which we may accept in accordance with clause 5.

4. Where it is possible to submit an order through our online portal, but you choose to submit your order by other means (i.e., not via the portal), we reserve the right to charge an additional £25 administration fee (excluding VAT) for processing any such orders. Details of any additional charges will be included in the Order Confirmation. For the avoidance of doubt, where it is not possible for us to accept your order via the portal due to a specialised product configuration, we will not charge you for processing orders submitted by other means.

5. Upon receipt of an Order we will review it and, if we identify any issues, contact you to discuss and agree any changes. Where we are able to proceed, we will accept your Order by issuing to you an order confirmation by email, setting out the key requirements of your Order including the price (“Order Confirmation”). Our issue of the Order Confirmation constitutes our acceptance of your Order, and no contract for the supply of goods shall exist between you and us until the Order Confirmation has been issued.

6. You are responsible for ensuring that the details of your Order (including any details we send you for acceptance in accordance with clause 3) and of the Order Confirmation are correct. Once we have issued an Order Confirmation you will have entered into a legally binding contract with us based on these Conditions and you will not be able to cancel it except in accordance with clause 23.

7. We reserve the right to decline any Order at any time before issuing an Order Confirmation by giving you written or verbal notice.

Price and Payment

8. The price for goods shall be set out in the Order Confirmation.

9. All prices quoted are exclusive of VAT and any other statutory taxes which may apply. These will be added to your invoice at the rate applicable at the time of invoicing.

10. We reserve the right to amend the price of goods specified in any Order Confirmation to reflect actual increases in our costs arising from factors outside our control (including, but not limited to, increases in the cost of raw materials, manufacture, packaging, transport or any other direct or indirect costs). Any such increase shall be added to the price and the adjusted amount will be included on your invoice.

11. We shall invoice you for the goods at any time following issue of the Order Confirmation.

12. Unless clause 13, applies, you must pay all invoices in full in cleared funds before order is released into production.

13. In certain cases, we may (at our sole discretion) permit you to pay for goods after delivery. Where this is the case, we will agree a payment due date in writing. The period between delivery of the goods and the payment due date is the “Credit Period“. The Credit Period shall immediately cease to apply and all sums shall immediately become due if you either (i) fail to pay any amount due by the payment date (including in relation to other contracts between you and us) or (ii) become insolvent.

14. You must pay all sums owed to us in full without any set-off, counterclaim, deduction or withholding of any kind.

15. If you fail to make payment when due in accordance with these Conditions, we shall have the right to terminate the contract in accordance with clause 56 and to suspend all further deliveries of goods to you until all payments have been made in full.

16. Time of payment is of the essence and where sums are not paid in full by the date on which they are due, without prejudice to any other right or remedy available to us, we shall have the right to charge you interest on a daily basis on any amount outstanding at the rate of 8% above the Bank of England base rate from the payment due date until the account is settled in full, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

Risk and Title

17. Except as otherwise set out in these Conditions, risk in the goods shall pass to you on delivery.

18. Where goods are delivered by means other than our own transport, the risk shall pass to you at the time the goods are dispatched from our premises, regardless of whether the alternative transport arrangements were made by you or us.

19. Until you pay all debts that you owe to us, all title to the goods which we have supplied to you shall remain our property. Until you take ownership of the goods, you must (i) store them so that they are clearly identifiable as our property, and (ii) insure the goods against the risks for which a prudent owner would insure such goods against (holding the policy on trust for us).

20. Notwithstanding clause 19 above, you shall have the right to use our goods and sell them in the ordinary course of your business where we have agreed a Credit Period with you in writing in accordance with clause 13. This right shall end immediately if you fail to make payment to us by the due date or if you become insolvent, and you must inform us immediately in writing if you become insolvent or otherwise suffer any insolvency event.

21. Where your right to use the goods ends in accordance with clause 20, we shall be entitled to remove the goods from your premises, and you grant us (including any agent that we appoint to act on our behalf) permission to enter any premises where goods may be stored:

1. at any time, to inspect the goods; and

2. after your right to use the goods has ended, to remove the goods from your premises.

22. In addition to our rights to remove the goods set out above, we reserve the right to take legal action against you to recover the price of the goods supplied where you fail to make payment to us by the due date.

Cancellation

23. You may not cancel any order unless we agree in writing.

24. In the event that an order is cancelled in accordance with clause 23 above, you agree to make payment to us for all costs and expenses incurred by us at the time of cancellation in connection with fulfilling your order.

Delivery

25. Delivery shall be free on any delivery exceeding £1,000 (excluding VAT) to a single pre-agreed permanent trading address within mainland UK. A single delivery may comprise more than one order. To qualify for free delivery, the combined value of all orders included in a single delivery must exceed £1,000 (excluding VAT).

26. Where a delivery does not qualify for free delivery in accordance with clause 25 above (for example, delivery to a residential address, or delivery value below £1,000 excluding VAT), we reserve the right to charge you a standard delivery fee of £100 (excluding VAT) for delivery to a single location within mainland UK. We may invoice you for such delivery charges separately from our invoice for the goods. Certain products may qualify for a reduced delivery charge. We will inform you of any delivery charges when you place your order or, where the value depends on the combined value of multiple orders, once we have calculated that the free delivery threshold has not been met.

27. We reserve the right to impose reasonable additional charges where special arrangements or non-standard requirements are necessary to deliver the goods to you. These may include (but are not limited to) flat packing of any product that exceeds 4 metres in one or more dimensions, providing special vehicles to accommodate site restrictions, making deliveries at specific times, and providing additional offloading services such as an additional person with the vehicle. Any such charges shall be confirmed in your Order Confirmation. In the event of a failed delivery or deliveries to a location requiring special arrangements, we reserve the right to charge for the special arrangements made for each attempted delivery, in addition to any failed delivery charges that may be payable under clause 32 below. We may invoice you for such charges separately.

28. Unless otherwise agreed in writing, any goods ordered for delivery to any location outside mainland UK shall be supplied on an Ex-Works basis for collection by your nominated Freight Forwarder from the site or sites specified by us at time of Order Confirmation.

29. We reserve the right to charge for inland transport where you request delivery of the goods to a port.

30. We use 18 tonne rigid bodied vehicles with tail lift for deliveries. If the delivery address is inaccessible for this type of vehicle, you must inform us when placing your order. Failure to do so may result in a failed delivery if you are unable to accept the goods from us, which may incur additional charges.

31. If for any reason you (or one of your agents) are not available to accept the goods at the delivery address, you must notify our Customer Service Team at the earliest opportunity, and at least two full working days before the estimated delivery date.

32. We reserve the right to apply a failed delivery charge of £100 + VAT. Re-delivery will be scheduled for when we are next in the postcode area. In exceptional circumstance where a dedicated vehicle is required ie, for a delivery on a day when we are not in the postcode region, the cost shall be charged separately.

33. It is our policy that drivers will provide reasonable assistance during unloading. However, you must ensure that appropriate assistance for off-loading, such as a forklift or two able-bodied persons is available.

34. All deliveries will be made kerbside at the delivery address. Kerbside means that the delivery vehicle will park in front of or as close as possible to the delivery address and you must take receipt of the goods at that location. Our driver may provide additional assistance providing it is safe to do so.

35. Any time given for delivery shall be an estimate only and although we shall endeavour to deliver the goods within the period of the time stated, time for delivery is not of the essence of the contract and we shall not be liable for any loss, costs, damage or expense caused to you, whether directly or indirectly, by reason of our failure to comply with any estimated delivery time stated. You shall have no right to cancel any order or refuse to accept delivery of the goods where delivery is not made within the estimated delivery time.

36. You must accept delivery of the goods when they are due and ready for delivery, however we may, at our sole discretion, postpone delivery at your request, provided that you agree to pay all of our reasonable costs, including but not restricted to the cost of storage and insurance arising from the postponement of delivery.

Force Majeure

37. The Company shall not be liable for any loss, damage, cost, detriment or expense whatsoever, however arising if manufacture or delivery of the goods is delayed or hindered by act of God, governmental intervention or restriction, hostilities, civil commotion, fire, flood, accident, machinery breakdown, strike, lockout, non-delivery of goods by the Company’s suppliers, or any other cause or circumstance whatsoever beyond the reasonable control of the Company. On the occurrence of any of these events, we reserve the right to cancel the contract or suspend delivery of the goods to you.

Warranty & Claims

38. We warrant that the goods shall be free from material defects at the time of delivery.

39. You must notify us of shortages or defects within 3 days of receipt of the goods. .

40. If you believe that the goods are defective, you must give us an opportunity to examine the goods and investigate your complaint. If upon inspection the goods are found to be defective, we shall (at our sole discretion) either: (i) repair or replace the goods with a satisfactory alternative; or (ii) refund to you the cost of the defective goods.

41. Our products are supplied with a warranty, subject to the products being:

1. installed in accordance with British Standard BS 8213-4:2016 and our recommendations;

2. maintained to the material manufacturers’ recommendations; and,

3. and used for their normal intended purpose.

Full details are available from the Company on request.

43. We do not accept liability for any defect arising from fair wear and tear; wilful damage; improper storage, handling, or installation; or for your failure to follow our instructions.

44. Our products are intended for use in temperate geographic regions, and we therefore accept no liability for any defect arising from their use in any other climatic region.

45. Where you order bespoke goods, we rely on the information provided by you in your order specification to manufacture the goods in accordance with your requirements. We therefore do not accept any liability in the event that the goods do not meet your requirements because you gave us incorrect or incomplete information in your specification or because you did not notify us that the Order Confirmation contained incorrect details.

46. Any drawing, illustration or information contained in our advertising, sales, or technical literature is provided for guidance only and shall not form part of this contract unless otherwise agreed in writing.

Limitation of Liability

47. We shall not be liable to you for any indirect or consequential loss or damage or howsoever arising or for any other loss of profits or damage to property.

48. Our total liability to you shall not exceed the price which you have paid for any defective goods purchased from us.

49. Nothing in these Conditions restrict or limits our liability for: (i) death or personal injury caused by negligence, (ii) fraud or fraudulent misrepresentation, or (iii) any other losses which cannot be excluded or limited by law.

Indemnity and insurance

50. You shall indemnify us from and against any losses, damages, liability, costs (including legal fees) and expenses which we may suffer or incur directly or indirectly from your breach of any of your obligations set out in these Conditions.

51. You shall have in place contracts of insurance with reputable insurers to cover your obligations under these Conditions. On request, you shall supply (so far as is reasonable) evidence of the maintenance of the insurance and all of its terms from time to time applicable.

Anti-bribery and anti-slavery

52. Both the Company and the Customer shall at all times comply with the Bribery Act 2010 and shall not make or receive any bribe or other improper payment or advantage or allow any such bribe or improper payment or advantage to be made or received on its behalf, either in the United Kingdom or anywhere else. Both parties will have in place adequate procedures to prevent bribery and shall ensure that such procedures are complied with by all employees, workers, agents and/or sub-contractors.

53. Both parties warrant and represent to the other that (i) they shall at all times comply with the Modern Slavery Act 2015, and (ii) neither they, nor any of their employees, workers, agents or sub-contractors, have committed an offence or are subject to an investigation relating to an alleged offence under the Modern Slavery Act 2015.

54. If either party becomes aware of any breach (including a potential breach) of clauses 52 or 53, then the party in breach must immediately notify the other party.

55. Any breach of clauses 52 or 53 shall be a material breach of these Conditions that is not remediable and the party not in breach shall be entitled to immediately terminate the contract by giving written notice to the other.

Termination

56. We may terminate the contract (and any other contract between you and us), in whole or in part and with immediate effect, by giving you written notice where you:

1. have committed a material breach of these Conditions and such breach is not able to be remedied, or such breach is not remedied within 14 days from receiving written notice of such breach;

2. have failed to pay any amount due to the Polyframe Products Limited by the due date; or

3. have suffered from any form of insolvency event (including but not limited to: having an administrator appointed over all or any of your undertaking, assets or income; a resolution passed for your winding up; or being unable to pay your debts as they become due).

General

57. All drawings, documents and information supplied by us to you are supplied on the strict understanding that copyright shall remain vested in the Company and that the contents are confidential and shall not be replicated or disclosed to any third party other than with our written consent.

58. Any decision by us not to enforce any of our rights under these Conditions against you shall not be deemed to be a waiver of that right or prevent any future exercise of that right by us.

59. If any term or provision of these Conditions is found to be unenforceable for any reason whatsoever then our contract with you shall be construed as if such term or provision was specifically excluded from it.

60. Our contract with you shall be governed by and construed in accordance with English Law and all disputes arising out of our contract with you shall be subject to the exclusive jurisdiction of the courts of England and Wales.

61. We take data protection and your privacy seriously. Our full privacy policy covering your privacy rights and how we gather, use and share your personal information – including any personal information which we already hold about you now and all further personal information we might collect about you, either from you or from a third party – can be found here https://polyframe.co.uk/privacy-policy/

Polyframe Products Limited
Norwich Rd, Lenwade, Morton on the Hill, Norwich NR9 5SW

T: 01603 879 581

Registered No: 16103297 (England). Registered office: Atlas Works Norwich Road, Lenwade, Norwich, England, NR9 5SR