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Terms & Conditions

PURE PLATFORMS TERMS AND CONDITIONS OF SALE (May 2019)

1. DEFINITIONS and INTERPRETATIONS
1.1 In these conditions (The Conditions) the words and phrases set out below shall have the meanings set opposite them except to the extent the context requires otherwise:

DEFINITION MEANING
“The Company”: Means PURE PLATFORMS
“The Buyer”: Means any person, firm or company who enters into a contract for the provision of Goods with the Company.
“The Contract”: Means any contract between the Company and the Buyer for the sale and purchase of the Goods incorporating these Conditions.
“Delivery Point”: Means the place where delivery of the Goods is to take place under condition 4;
“The Goods”: Means any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts thereof).
1.2 In these Conditions references to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced.
1.3 In these Conditions references to the masculine include the feminine and the neuter and to the singular include the plural and vice versa as the context admit or requires.
1.4 In these Conditions headings will not affect the construction of these Conditions.

2. APPLICATION OF TERMS
2.1 Subject to any variation under condition 2.3 the Contract shall be subject to these Conditions to the exclusion of all other Terms and Conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).
2.2 No Terms or Conditions endorsed upon, delivered with or contained in the Buyer’s purchase order, confirmation of order, specification or other document will form part of the Contract simply as a result of such document being referred to in the Contract.
2.3 These Conditions apply to all the Company’s sales and any variation to these Conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a director of the Company. Nothing in this condition will exclude or limit the company’s liability for fraudulent misrepresentation.
2.4 Each order for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to purchase Goods subject to these Conditions.
2.5 No order placed by the Buyer shall be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company.
2.6 The Buyer must ensure that the terms of its order and any applicable specification are completely and accurately recorded in its order and the Company shall have no liability whatsoever with regard to any order made which is not accurate.
2.7 Any quotation provided by the Company is given on the basis that no contract will come into existence until the Company despatches an acknowledgement of order to the Buyer. Unless otherwise stated thereon all quotations will remain valid for a period of 30 days only from the date thereon subject to the Company having not previously withdrawn it.

3. DESCRIPTION
3.1 The description of the Goods shall be as detailed in the Company’s quotation.
3.2 All drawings, descriptive matter, photographs, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them and will not form part of this Contract. The Buyer must satisfy themselves as to the condition of the Goods and the Buyer is, by prior arrangement with the Company, welcome to inspect the Goods at any reasonable time before entering into a contract to purchase the Goods.

4. DELIVERY
4.1 Unless otherwise agreed by the Company in writing, Delivery of the Goods shall take place at the Delivery Point specified in the Company’s quotation.
4.2 The Buyer shall take delivery of the Goods within 7 days of the Company giving it notice that the Goods are ready for delivery.
4.3 Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no delivery date is specified, delivery will be effected within a reasonable time and the Buyer advised accordingly.
4.4 Subject to the other provisions of these conditions the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, loss of profits, loss of business, depletion of goodwill and like loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company’s negligence), nor will any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 180 days.
4.5 If for any reason whatsoever the Buyer will not accept delivery of any of the Goods when the Buyer has been notified of the date for delivery, or the Company is unable to deliver the Goods on the delivery date because the Buyer has not provided appropriate instructions, documents, licences or authorisa¬tions:
(a) risk in the Goods will pass to the Buyer immediately (including the risk for loss or damage caused by the Company’s negligence);
(b) the Goods will be deemed to have been delivered; and
(c) the Company may store the Goods until collection of the Goods is effected whereupon the Buyer will be liable for all related additional costs and expenses incurred by the Company (including, without limitation, storage, insurance and handling costs).
4.6 The Buyer shall provide at its expense at the Delivery Point adequate and appropriate equipment and manual labour for loading/unloading the Goods.

5. NON-DELIVERY & ORDER CANCELLATION
5.1 The quantity and or quality of any consignment of Goods as recorded by the Company upon despatch from the Delivery Point shall be conclusive evidence of the quantity and or quality of the Goods received by the Buyer on delivery unless the Buyer notifies the Company in writing within 7 days of the date of delivery with conclusive evidence proving the contrary the Goods shall be deemed to be accepted.
5.2 The Company shall not be liable for any non-delivery of Goods (even if caused by the Company’s negligence) unless written notice is given to the Company within 7 days of the date when the Goods would in the ordinary course of events have been received.
5.3 The Company’s total liability to the Buyer for non-delivery of the Goods shall be limited to replac¬ing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
5.4 The Company reserve the right to apply a 15% Restocking Fee to the value of the equipment ordered in such circumstances whereby the Buyer decides to cancel an order without prior communication from the buyer and formal notification in writing to the company by email of intended cancellation and reasonable explanation for grounds of cancellation. Additional charges will also apply for any transportation of equipment ordered in order to meet with agreed delivery / collection locations and times and LOLER inspection and servicing costs.

6. RISK and TITLE
6.1 The Goods are at the risk of the Buyer from the time they are loaded onto the delivery vehicle at the Delivery Point.
6.2 Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:
(a) the Goods; and
(b) all other sums which are or which become due to the Company from the Buyer on any account.
6.3 Until ownership of the Goods has passed to the Buyer, the Buyer must:
(a) hold the Goods on a fiduciary basis as the Company’s bailee;
(b) store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Company’s property;
(c) not destroy, deface or obscure any identifying mark, safety notice, or packaging on or relating to the Goods;
(d) maintain the Goods in satisfactory condition and keep them insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Buyer shall produce a valid policy of insurance to the Company; and
(e) hold the proceeds of the insurance referred to in condition 6.3(d) on trust for the Company discrete from all other monies; nor pay the proceeds into an overdrawn bank account.
6.4 The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:
(a) any sale shall be effected in the ordinary course of the Buyer’s business at full market value; and
(b) any such sale shall be a sale of the Company’s property on the Buyer’s own behalf and the Buyer shall deal as principal when making such a sale.
6.5 The Buyer’s right to possession of the Goods shall terminate immediately if:
(a) the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding up of the Buyer or for the grant¬ing of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or
(b) the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe/perform any of his/its obligations under the Contract or any other contract between the Company and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or
(c) the Buyer encumbers or in any way charges any of the Goods.
6.6 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.
6.7 The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or
may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.

7. VARIATIONS
The Buyer shall not alter any of the Goods, except as agreed in writing by the Company until the price of the Goods has been paid to the Company in full and all other sums which are or which become due to the Company from the Buyer on any account are settled in full

8. PRICE
8.1 Unless otherwise agreed by the Company in writing the price for the Goods shall be the price set out in the Company’s price list published on the date of delivery or deemed delivery.
8.2 The price for the Goods shall be ex-works and specifically exclusive of any value added tax and all costs or charges in relation to loading, unloading, carriage and insurance all of which amounts the Buyer will pay in addition when it is due to pay for the Goods.

9. PAYMENT
9.1 Payment of the price for the Goods is to be made as follows: –
(a) 20% of the total price or £1,000 (one thousand pounds) whichever is the greater is payable immediately at the time the order is placed
(b) the remaining balance must be paid in full prior to the despatch of any of the Goods.
9.2 Time for payment shall be of the essence.
9.3 No payment shall be deemed to have been received until the Company has received cleared funds.
9.4 All payments payable to the Company under the Contract shall become due immedi-ately upon termination of this Contract despite any other provision.
9.5 The Buyer shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer.
9.6 If the Buyer fails to pay the Company any sum due pursuant to the Contract the Buyer will in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of BARCLAYS BANK PLC, accruing on a daily basis until payment is made, whether before or after any judgment.

10. WARRANTY and GUARANTEES
10.1 Where the Company is not the original manufacturer of the Goods (the OEM) to be supplied the Company will for Goods of New Manufacture transfer to the Buyer the benefit of any warranty or guarantee given to the Company by the OEM.
10.2 Where Goods to be supplied by the Company are Not of New manufacture and are defined by the Company as being offered for sale in a “Used Condition” the Company will endeavour to provide the Buyer with the benefit of any warranty or guarantee attributed to the Goods failing which the Goods will be supplied in a condition “As Seen” whereby any warranty or guarantee is expressly not offered with the Goods.
10.3 In the absence of a specification or sample all goods supplied shall be within the normal limits of industrial quality.
10.4 It shall be the Buyers responsibility to inspect any Used Goods and to satisfy themselves as to the condition of the Goods before entering into a contract to buy the Goods.
10.5 All Used Goods are sold in the condition “As Seen.”
10.6 The Company warrants that (subject to the Buyer satisfying the other provisions of these conditions) upon delivery, and for a period of one month from the date of delivery, the Used Goods will:
(a) be of satisfactory quality within the meaning of the Sale of Goods Act 1994;
(b) be reasonably fit for their purpose; and
(c) be reasonably fit for any particular purpose for which the Used Goods are being purchased but only if the Buyer had made known that purpose to the Company in writing and the Company has confirmed in writing that it is reasonable for the Buyer to rely on the skill and judgement of the Company.
10.7 The Company shall not be liable for a breach of any of the warranties or guarantees under this Condition 10 unless:
(a) the Buyer gives written notice of any defect in the Goods to the Company, and (if the defect is as a result of damage in transit) to the carrier, within 24 Hours of the time when the Buyer discovers or ought to have discovered the defect; and
(b) the Company is given a reasonable opportunity after receiving the notice of examining such Goods and the Buyer (if asked to do so by the Company) returns such Goods to the address and location within the United Kingdom specified by the Company at the Buyer’s cost for examination of the Goods by the Company.
10.8 The Company shall not be liable for a breach of any of the warranties or guarantees under this Condition 10 if:
(a) the Buyer makes any further use of such Goods after giving notice of claim under the warranty or guarantee; or
(b) any defect in the Goods arises because the Buyer failed to follow either the Company’s or OEM’s oral or writ¬ten instructions as to the storage, installation, commissioning, use or mainte¬nance of the Goods or (if there are none) good trade practice; or
(c) the Buyer alters or occasions repairs to such Goods without the written consent of the Company.
10.9 Subject to conditions 10.7 and 10.8, if any of the Goods do not conform with any of the warranties or guarantees under this condition 10 the Company shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the Company so requests, the Buyer shall, at the Buyer’s expense, return the Goods or the part of such Goods which is defective to the Company. Shipping costs are specifically excluded from any refund settlement.
10.10 Where the Company complies with condition 10.9 it shall have no further liability for a breach of any of the warranties or guarantees under this condition 10. in respect of such Goods.
10.11 Goods (or parts) which have been removed and replaced by the Company will become the property of the Company.
10.12 Items specifically excluded from any warranty given or implied are (a) Batteries (b) Tyres or Tracks (c) Hydraulic Hoses (d) Filters (e) Brakes (f) Consumable Items

11. LIMITATION OF LIABILITY
11.1 Subject to condition 10, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
(a) any breach of these conditions; and
(b) any representation, statement or tortuous act or omission including negligence arising under or in connection with the Contract.
11.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
11.3 Nothing in these conditions excludes or limits the liability of the Company for death or personal injury caused by the Company’s negligence or fraudulent misrepresenta¬tion.
11.4 Subject to conditions 11.2 and 11.3:
(a) the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Contract shall be limited to the price paid to the Company under the Contract; and
(b) the Company shall not be liable to the Buyer for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of good¬will or otherwise), costs, expenses or other claims for consequential compen-sation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
(c) the Company shall not be liable to the Buyer for any damage to the equipment sustained after point of delivery or collection by either correct or incorrect use and contamination by foreign materials, arduous or hazardous environments

12. ASSIGNMENT
12.1 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.
12.2 The Company may assign the Contract or any part of it to any person, firm or company.

13. FORCE MAJEURE
The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials Provided that, if the event in question continues for a continuous period in excess of 60 days, the Buyer shall be entitled to give notice in writing to the Company to terminate the Contract.

14. GENERAL
14.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
14.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unen¬forceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
14.3 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.
14.4 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.
14.5 The parties to this Contract do not intend that any term of this Contract will be enforce-able by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
14.6 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.

15. INSURANCES & LICENCES
15.1 It is the Buyer’s sole responsibility to ensure that they have adequate insurance in place to cover them when using the Goods.
15.2 It is the Buyer’s sole responsibility to ensure that they comply with the relevant laws in relation to the Goods and that they have obtained the necessary licences and that when using the Goods they do not break any legal or other obligations.

16. COMMUNICATIONS
16.1 All communications between the parties about this Contract must be in writing and delivered by hand or sent by pre-paid first class post or sent by email as scanned original documents:
(a) (in case of communications to the Company) to its office or such changed address as shall be notified to the Buyer by the Company; or
(b) (in the case of the communications to the Buyer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Buyer set out in any document which forms part of this Contract or such other address as shall be notified to the Company by the Buyer.
16.2 Communications shall be deemed to have been received:
(a) if sent by pre-paid first class post, 2 days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting);
(b) if delivered by hand, on the day of delivery;
(c) if sent by email on a working day prior to 4.00 pm, at the time of transmission and otherwise on the
next working day.
16.3 Communications addressed to the Company shall be marked for the attention of The Proprietor

17. HEALTH AND SAFETY
The Buyer must ensure that all of their operatives, premises and work carried out must comply with the Health and Safety at Work Act in
its entirety and must not put the Company or anyone representing the Company at risk.