1. DEFINITIONS:
1.1 In these conditions, unless the context otherwise requires:
“Business Day” a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business;
“Conditions” the standard terms and conditions of sale set out in this document as amended from time to time in accordance with clause 2.6;
“Contract” the contract between us and you for the sale and purchase of the Parts formed in accordance with these Conditions;
“Force Majeure Event” an event or circumstance beyond a Party’s reasonable control that prevents a Party from complying with its obligations under these Conditions (other than an obligation to pay money);
“Order” your order for the Parts, as set out in your telephone, email fax or website order or placed directly with us;
“Party” each of you and us and “Parties” means both you and us;
“Parts” genuine parts manufactured by us for you as set out in the Order;
“Price” has the meaning given to it in Condition 6.1;
“VAT” value added tax chargeable under the Value Added Tax Act 1994 and any other tax of any jurisdiction based on sales of goods or services as sales taxes and similar, replacement or additional tax;
“Warranty Period” the warranty period for the relevant Parts being 12 months from date of customer receipt of Parts.
“we/us/our” Pegasus LR Bulkheads
“you/your” the person(s) who purchases the Parts from us.
1.2 INTERPRETATION:
1.2.1 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;
1.2.2 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;
1.2.3 reference to writing or written includes faxes and emails; and
1.2.4 reference to person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.
2. OUR CONTRACT WITH YOU AND CANCELLATIONS/REFUNDS.
2.1 These Conditions apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 Each Order constitutes an offer by you to purchase the Parts in accordance with these Conditions. You must ensure that the terms of your Order are complete and accurate.
2.3 The Order shall only be deemed to be accepted when we deliver the Parts to you, at which point the Contract shall come into existence.
2.4 Our employees or agents (are not authorised to make any representations about any Parts supplied to you). You acknowledge, by entering into this Contract, that you will not rely on any such representation which is not contained in our packaging or promotional literature.
2.5 Since we manufacture bespoke goods, we are not obligated to give you a refund and accordingly, you may only cancel an Order before we have commenced the manufacture of the Parts by providing us with written notice of cancellation, or if the Parts are faulty. The Parts will be deemed faulty only if after inspection by us we confirm that they do not confirm to the specification and are not fit for the specific purpose for which they were manufactured.
2.7 Any samples, drawings or advertising produced by us and any descriptions or illustrations contained in our catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Parts referred to in them. They shall not form part of the Contract nor have any contractual force.
2.8 A quotation for the Parts given by shall not constitute an offer. A quotation shall be valid for a period of 30 days from its date of issue during which period you may place an Order based on that quotation, if we have not previously withdrawn it.
2.9 You warrant and represent to us that you shall not sell or offer for re-sale the Parts (or any of them) to any third party.
3. DELIVERY
3.1 You will be required to request a quote for delivery when You place Your Order. The Goods will be shipped and delivered in a certified wooden crate for protection (and as such shall be at Your risk and with no further obligation or liability upon Us).
3.2 Any dates given to you for delivery are approximate only, and the time of delivery is not of the essence. We shall not be liable for any delay in delivery of the Parts that is caused by a Force Majeure Event, or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Parts, or you fail to provide a safe place for the delivery of the Parts.
4. INSPECTION
4.1 You shall inspect all Parts on delivery or collection (as applicable) and notify us within 48 hours of delivery or collection (as appropriate): (i) of any obvious defects; and/or (ii) if the part supplied is different from the Part ordered by you.
5. TITLE AND RISK
5.1 The risk in the Parts shall pass to you on completion of delivery to you.
5.2 Title to the Parts shall not pass to you until we receive payment in full.
5.3 Until title to the Parts has passed to you, you shall:
5.3.1 store the Parts separately from all other parts or goods held by you so that they remain readily identifiable as our property;
5.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Parts;
5.3.3 maintain the Parts in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
5.3.4 notify us immediately if you become subject to any of the events listed in Condition 11.1.3; and
5.3.5 give us such information relating to the Parts as we may require from time to time.
5.4 If, before title to the Parts has passed to you in accordance with clause 5.2:
5.4.1 there occurs any of the events referred to in clause 11.1; or
5.4.2 we reasonably believe that any of the events referred to in clause 11.1 is about to occur; or
5.4.3 you fail to observe or perform any of your obligations under the Contract or any other contract between you and us; or
5.4.4 you encumber or in any way charge any of the Parts,
We may, subject to clause 5.5 and without limiting any other rights or remedies we may have, give notice to you requiring you to promptly deliver up the Parts, failing which we may enter any of your premises or of any third party where the Parts are held for the purpose of recovering the Parts.
5.5 You grant to us, any third-party agents and our employees an irrevocable licence at any time to enter any premises where the Parts are or may be stored in order to inspect them, or, where your right to possession has terminated, to recover them.
6. PRICE
6.1 The price for the Parts will be the price set out in the Order (“Price”).
6.2 The Price:
6.2.1 Excludes amounts in respect of VAT, which you shall additionally be liable to pay to us at the prevailing rate, subject to the receipt of a valid VAT invoice; and
6.2.2 Excludes the costs of packaging, insurance and standard delivery of the Parts.
6.3 We may require you to pay a deposit of a reasonable amount determined by us on account of the Price. Your deposit will be deducted from the outstanding price of the Parts and will be returned to you if you cancel your order in accordance with clause 3.
7. PAYMENT
7.1 If you fail to make any payment due to us under the Contract by the due date for payment, then:
7.1.2 we will be entitled to suspend deliveries of the Parts until the outstanding amount has been received by us and you will also be responsible for any reasonable bank charges, or other third party commission charges or other costs that we incur.
7.2 You 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). We may at any time, without limiting any other rights or remedies we may have, set off any amount owing to us by you against any amount payable by us to you.
7.3 We may, by giving notice to you at any time up to two (2) Business Days before delivery, increase the Price to reflect any increase in the cost of the Parts that is due to:
7.3.1 any factor beyond our control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
7.3.2 any request by you to change the delivery date(s) and quantities or types of Parts ordered; or
7.3.3 any delay caused by your instructions or failure by you to give us adequate or accurate information or instructions, or a safe place to deliver the Parts.
8. ACCEPTANCE OF YOUR ORDER
8.1 Please note that completion of the online checkout process does not constitute our acceptance of your order. Our acceptance of your order will take place only when we dispatch the product(s) that you ordered from us.
8.2 If you supplied us with your email address when entering your payment details (or if you have a registered account with us), we will notify you by email as soon as possible to confirm that we have received your order.
8.3 All products that you order through this Website will remain the property of Pegasus LR Bulkheads until we have received payment in full from you for those products.
8.4 During the checkout process, you will be asked to complete your payment details. All fields indicated as compulsory must be completed. Please note that we will collect and store your information, using an encrypted secure payment mechanism and will only use your information in accordance with our Privacy Policy.
8.5 All card payments are subject to authorisation by your card issuer and we take payment when we accept your order.
9. WARRANTY AND REPAIR
9.1 All Parts shall benefit from a warranty of 12 months from date of delivery to you.
9.2 Subject to Condition 9.4, if:
9.2.1 you give us notice in writing during the Warranty Period that the Part does not comply with the warranty set out in clause 9.1; and
9.2.2 we are given a reasonable opportunity to examine and/or inspect such Part; and
9.2.3 you allow us to collect such Part from you or (if asked to do so by us) return such Part to us,
then provided we accept (in our sole discretion) that the Part is defective and does not conform with the warranty at clause 9.1, we shall at our option, repair or replace the defective Part, or refund the price of the defective Part in full.
9.3 Where, as a result of carrying out an examination or inspection of any Part pursuant to clause 9.2.2, we find that the Part is not defective or that the defect has arisen due to those events set out in clause 9.4, then we may charge you and you shall pay to us within 30 days from the date of our invoice a reasonable sum in respect of such examination or inspection.
9.4 We shall not be liable for a Part’s failure to comply with the warranty set out in clause 9.1 where:
9.4.1 in the case of a defect that is apparent on normal visual inspection, you do not notify us within 48 hours of delivery (applicable);
9.4.2 the Part has not been properly installed, connected or commissioned in accordance our guidelines;
9.4.3 the defect in the Part has arisen as a result of a failure by you to replace any associated parts as required by us;
9.4.4 the Part has been altered or repaired in any way that has not been approved by us;
9.4.5 any instructions from us (written or otherwise) as to the storage or maintenance of such Part has not been followed;
9.4.6 you have failed to notify us of any problem or suspected problem in accordance with clause 9.2;
9.4.7 the defect has arisen as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions;
9.4.8 the Part has been used after giving notice to us in accordance with clause 9.2;
9.4.10 the defect arises as a result of a fault caused by a previous repair;
9.4.11 the Parts have been fitted to a vehicle for which it was not specifically intended;
9.4.12 the vehicle has not been used in accordance with the relevant owner’s manual and/or documentation;
9.4.13 the vehicle has been operated long term in a country for which it has not been specified; and
9.4.14 the vehicle has been overburdened or used for purposes for which it was not intended (including racing).
9.5 If we comply with clause 9.2 we shall have no further liability for a breach of any of the warranties in clause 9.1.
9.6 Any Parts which have been replaced will belong to us. Any repaired or replacement Parts will be liable to repair or replacement or refund for the unexpired portion of the Warranty Period from the original date of delivery of the replaced Part under the terms specified in this clause 9.
9.7 Where we require to undertake an examination or inspection of any Part pursuant to clause 9.2.2 but you require a replacement Part prior to that examination or inspection being carried out then:
9.7.1 we shall be entitled to charge you the Price for the replacement Part;
9.7.2 if, having carried out the examination or inspection, we accept that (in our sole discretion) the Part is defective then we shall issue a refund to you in respect of the Price paid by you for the replacement Part and the warranty at clause 9.1 shall continue to apply for the unexpired part of the Warranty Period, subject to the terms of this clause 9;
9.7.3 if, having carried out the examination or inspection, we find that (in our sole discretion) the Part is not defective or that the defect has arisen due to those events set out in clause 9.3, then we shall not issue a refund in respect of the replacement Part and the replacement Part shall benefit from the warranty referred to at clause 9.1, subject to the terms of this clause 9.
9.8 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are excluded from the Contract to the fullest extent permitted by law.
9.9 This Condition 9 shall apply in respect of any repaired or replacement Parts for any unexpired part of the Warranty Period.
10. LIABILITY
10.1 Nothing in these Conditions shall limit or exclude our liability:
10.1.1 for death or personal injury caused by negligence, or the negligence of our employees, agents or subcontractors (as applicable);
10.1.2 for fraud or fraudulent misrepresentation; or
10.1.3 for breach of any obligation as to title implied by section 12 of the Sale of Goods Act 1979;
10.1.4 arising in respect of a defective product by virtue of the Consumer Protection Act 1987; or
10.1.5 for any act, omission or matter, liability for which may not be legally excluded or limited.
10.2 Subject to clause 10.1, we shall under no circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:
10. 2.1 any loss of profit;
10.2.2 loss of business;
10.2.3 third party claims;
10.2.4 any indirect or consequential loss arising under or in connection with the Contract including any expenses or costs incurred by you such as car hire costs, professional services fees, fuel costs, hotel costs; or
10.2.5 any other sums that you were unable to charge for or recover.
10.3 Subject to clause 10.1, our total liability to you, 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 100% of the Price of the relevant part.
11. TERMINATION
11.1 Without limiting its other rights or remedies, we may terminate this Contract with immediate effect by giving written notice to you if:
11.1.1 you commit a material breach of any term of the Contract and (if such a breach is remediable) you fail to remedy that breach within 15 days of that being notified in writing to do so;
11.1.2 you fail to pay any amount due under the Contract on the due date for payment and remain in default not less than 7 days after being notified in writing to make such payment; or
11.1.3 you take any step or action in connection with entering into administration, provisional liquidation or any composition or arrangement with your 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 your assets or ceasing to carry on business; or you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
11.2 Without limiting our other rights or remedies, we may suspend provision of the Parts under the Contract or any other contract between you and us if you become subject to any of the events listed in clause 11.1, or we reasonably believe that you are about to become subject to any of them.
11.3 On termination of the Contract for any reason you shall immediately pay to us all of our outstanding unpaid invoices and interest. 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.
11.4 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.
12. FORCE MAJEURE
12.1 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 3 months, the Party not affected may terminate this Contract by giving 3 weeks written notice to the affected Party.
13. GENERAL PROVISIONS
13.1 Data Protection. By submitting your Order you allow us to use your personal details for the purposes of supplying goods (including passing your details on to couriers and other subcontractors) and for marketing purposes. We will not use your details for other purposes without obtaining your consent. Please see our privacy
13.2 Severance. If any part of this Contract is held to be invalid, it will not affect the validity or enforceability of the rest of the Contract.
13.3 Governing law and Jurisdiction. The formation, construction, performance, validity and all aspects of the Contract are governed by English law and the Parties irrevocably agree to the exclusive jurisdiction of the English courts.
13.4 Assignment and other dealings.
13.4.1 We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of our rights or obligations under the Contract.
13.4.2 You may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of your rights or obligations under the Contract without our prior written consent.
13.5 Entire Agreement. The Contract (and the documents referred to in it) constitutes the entire agreement and understanding of the Parties and supersedes any previous agreement, promises, assurances, warranties, representations and understandings between them relating to its subject matter.
13.6 Waiver. A failure to exercise or delay in exercising a right, power or remedy provided by these Conditions or by law does not constitute a waiver of that right, power or remedy nor shall any single or partial exercise of any such right, power or remedy preclude its further exercise.
13.7 Notices.
13.7.1 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 Condition, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or fax or email.
13.7.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 13.7.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second 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 fax or email, one Business Day after transmission.
13.7.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
13.8 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.
13.9 Complaints. If you have any complaints about the Parts you have purchased or the service you have received you can contact us at sales@pegasuslrbulkheads.com
13.10 Variation. We may, by giving you not less than 14 days written notice, vary these Conditions. By continuing to place Orders with us you will be deemed to have accepted such changes and they will automatically take effect on the expiry of the 14 day notice period.
