1. DEFINITIONS
“Paradigme” means Paradigme Limited
“Parties” means Paradigme and the Buyer;
“Request” means the Buyer’s request to Paradigme to purchase the Goods whether by Telephone Order, Internet Order or in person;
“Telephone Order” means the Buyer’s verbal or telephone instructions to Paradigme to purchase the Goods upon these terms and conditions;
“Internet Order” means an order placed with Paradigme to purchase goods through Paradigme’s website platform
“Confirmation” means Paradigme’s Confirmation of a Request and the agreement to fulfil that request offering to supply the Goods to the Buyer upon these terms and conditions whether by e-mail, in writing or by verbal communication;
“the Buyer” means the person, firm or Company buying the goods from Paradigme;
“Contract” means the contract formed by the placing a request and Paradigme providing an acknowledgement of request and agreement to fulfil the request subject to these terms and conditions;
“Goods” means the articles or things forming the subject matter of the Contract between Paradigme and the Buyer;
2. EFFECT
No terms or conditions for the supply of Goods (whether contained in the Buyer’s Request or otherwise) shall be binding on Paradigme other than those set out herein. All Goods sold or supplied by Paradigme are done solely upon these terms and conditions and shall override any other representations terms or conditions stipulated referred to or implied by the Buyer or Paradigme whether in any other document or in any negotiations or discussions.
3. FORMATION OF CONTRACT
3.1. Upon receipt of a Request if Paradigme are able to fulfil the Request Paradigme shall send to the Buyer a Confirmation of Request. Paradigme in their absolute discretion reserve the right to refuse any Request.
3.2. A Contract shall exist between the Parties upon Paradigme providing a Confirmation of Request in accordance with sub-clause 3.1. Where a Buyer requests a credit period to be provided by Paradigme, Paradigme may in their absolute discretion submit credit checks on the Buyer and any request for a credit period will be refused or granted at Paradigme’s absolute discretion. Any credit period quoted will be upon terms and conditions set out by Paradigme subject always to Clause 7.1 of these terms and conditions.
4. PRICE LISTS
Price lists and other advertising matter are only an indication of the type of goods offered and except as expressly provided in these terms and conditions no prices or other particulars contained in them shall be binding on Paradigme.
5. VARIATION OF CONTRACT
Neither Paradigme nor the Buyer shall be bound by any variation, waiver of or addition to the Contract or these terms and conditions unless made in writing signed by or behalf of both Paradigme and the Buyer.
6. PRICES
6.1. Unless otherwise agreed by Paradigme in writing the prices applicable to the Contract are those appearing in Paradigme’s published price list current at the time of Paradigme Certificate of Request. Where there is a variation in the Price at the date of the Certificate of Request then Paradigme will confirm that change with the Buyer and the Buyer shall be called to withdraw from the contract at that time.
6.2. Prices quoted are in pound sterling exclusive of VAT or any other sales taxes, unless otherwise expressly provided
6.3. In their absolute discretion Paradigme reserve the right to charge additional sums for carriage and delivery
7. PAYMENT
7.1.1. (a)Where the Goods are supplied pursuant to an existing customer account Payment for the Goods shall be due within 30 days of the date of the invoice (“the due date for payment”) unless an authorised representative of Paradigme agrees different payment terms in writing to the Buyer.
(b)Where any sums are outstanding for more than 30 days Paradigme may suspend the Buyer’s account and all orders made by the buyer under such an account will be summarily frozen
7.2. Payment shall be deemed not to have been made until any and all cheques, drafts and bills by which payment is to be effected have been cleared or honoured (as the case may be).
7.3. Paradigme reserves the right to charge interest on payments outstanding after the due date for payment. This payment is at the rate (both before and after judgement) of four per cent per annum above the base lending rate of Paradigme’s principal bankers. The interest will be calculated on the outstanding balance due from the date for payment down to receipt by Paradigme of payment such interest compounding and being added to the outstanding balance at three monthly intervals.
7.4. Where at the Buyer’s request Paradigme undertakes urgent non-scheduled delivery Paradigme reserves the right to make an exceptional charge for such delivery irrespective of the value of the Goods in question such charge to be paid in accordance with sub-clause 7.1 above.
7.5. Where the purchase order is received through Paradigme’s website then full payment must be made in full at the time of purchase unless otherwise previously agreed in writing by Paradigme.
8. DELIVERY
8.1. When the price quoted in the contract includes delivery to the Buyer or when Paradigme otherwise agrees to deliver the Goods to the Buyer, such carriage shall be by any method of transport at Paradigme’s option. Delivery shall take place when the Goods are loaded off Paradigme’s medium of transport at the address specified by the Buyer.
8.2. Any dates, times or periods quoted by Paradigme for delivery of the Goods are estimates only. Paradigme shall not be liable for failure to meet such estimates or for any costs, charges and expenses incurred as a consequence of such failure. Accordingly the Buyer shall not be entitled to refuse to accept Goods merely because of such failure.
8.3. The Goods shall be at the buyer’s risk from the time of delivery or, if earlier, when they are placed at the Buyer’s disposal.
8.4. Where the Buyer requires invoices to be provided with an order number, delivery will not be made until such order number is provided to Paradigme by the Buyer.
9. LOSS DAMAGE OR NON-DELIVERY
9.1. Where Paradigme undertakes carriage the Buyer shall:-
9.1.1. advise in writing for any non-delivery of the whole or part of any Purchase Order within 24 hours of the delivery.
9.1.2. shall advise Paradigme in writing of any damage to Goods within 24 hours of the delivery and/or shall so advise any carrier within the time limited by such carrier’s Conditions of Business or Carriage, or seven working days, whichever shall be the shorter period.
9.2. Goods delivered in a damaged condition must be signed for as such and retained for Paradigme inspection. Inspection will be carried out by Paradigme within ten working days of receipt by Paradigme. Where Paradigme is satisfied that damage occurred prior to delivery to the Buyer Paradigme may in its absolute discretion and in satisfaction of it’s entire liability to the Buyer replace free of charge any part of the Goods so damaged.
10. DEFECTS AFTER DELIVERY
Paradigme policy is to test thoroughly any product returned as defective. Should the item(s) prove to be defective as a result of a manufacturing defect, within the stated warranty period, the customer’s account will be credited or a refund given, repaired or, at Paradigme discretion, replaced free of charge provided that it is returned to Paradigme premises and provided also that this guarantee:
10.1. does not apply to damage sustained in transit; and shall cease to have effect if the Goods have been used for any purpose other than those for which they are intended. Otherwise than in accordance the manufacturer’s (if any) or stored in improper conditions.
10.2. shall cease to have effect if the Buyer has failed to inspect the Goods and inform Paradigme within 7 days of delivery.
11. EXCLUSION OF LIABILITY
11.1. Subject as expressly opened provided in these terms and conditions and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law excluded to the fullest extent permitted by law.
11.2. Except in respect of death or personal injury caused by Paradigme’s negligence, Paradigme shall not be liable to the Buyer by reason or any representation or any implied warranty, condition or other term or any duty at common law. Under the express terms of the Contract for any loss or damage. Any consequential damage (whether for loss of profits or otherwise) costs, expenses or any claims for consequential compensation whatsoever howsoever caused which arises out of or in connection with the supply of the Goods to the Buyers.
11.3. Upon taking delivery of the Goods the Buyer acknowledges receipt of all health and safety information provided by the manufacturer with the Goods and the Buyer confirms that they have read and understood the health and safety information provided and have raised all requisitions and enquiries in order that the Buyer is aware of the content of any health and safety information.
11.4. Upon taking delivery of the Goods the Buyer acknowledges that they are responsible for the safe handling of the Goods and will deal with the Goods in accordance with the terms of any health and safety guide. Paradigme accept no liability for any loss incurred by the Buyer after the Buyer has taken delivery of the Goods due to the Buyer’s failure to handle or deal with the Goods in accordance with the health and safety information provided or any other written information provided to the Buyer by Paradigme as to the correct handling, care and dealing with the Goods
12. STORAGE
Should the Buyer fail to give Paradigme adequate delivery instructions or if so agreed fail to collect the Goods from Paradigme premises on any agreed date then Paradigme shall be entitled (but not bound) to arrange storage of the Goods. Either at its own works or elsewhere on the Buyer’s behalf and all charges for storage and insurance of for demurrage shall be payable by the Buyer.
13. RETENTION OF TITLE
13.1. For the purposes of Section 17 (1) and 19 (1) of the Sale of Goods Act 1979, Paradigme of full payment of the price of the Goods shall transfer the property of the Goods to the Buyer upon receipt. This shall also include all other sums owing to Paradigme by the Buyer from time to time.
13.2. Until the Goods have been paid for in full the Buyer: –
13.2.1. agrees to hold the Goods in a fiduciary capacity for Paradigme as trustee;
13.2.2. agrees to store the Goods in such a way that they are clearly identifiable as the property of Paradigme; and
13.2.3. may sell to third parties but in doing so shall be acting as agent on behalf of Paradigme and shall keep the proceeds of any such re-sale shall be held by the Buyer as trustee for Paradigme.
13.3. At any time before the Goods have been paid for and without prejudice to any other remedies, Paradigme or its agents shall be entitled immediately after giving notice of its intention to do so, enter upon the premises of the Buyer with such transport as may be necessary and re-possess any Goods for which it has title hereunder.
13.4. Nothing in the clause shall confer any right on the Buyer to return Goods supplied hereunder or to refuse or delay payment thereof unless otherwise agreed in writing.
14. LIABILITY FOR DELAY
Paradigme shall not be liable in any way for any loss or damage directly or indirectly through or in consequence of delivery of the Goods being prevented or delayed by late provision to Paradigme. Any information or instructions pertinent to the fulfilment of the Contract by Paradigme or any other causes or circumstances whatsoever beyond the reasonable control of Paradigme.
15. ASSIGNMENT
The Contract is personal to the Buyer who shall not assign or charge the benefit of any of its rights without Paradigme prior written consent.
16. TERMINATION
16.1. If the Buyer shall make default or commit a breach of these terms and conditions or of any other of his obligations to Paradigme. If any distress or execution shall be levied upon by the Buyer’s property or assets or if the Buyer shall convene a meeting of its creditors or if a proposal shall be made for a voluntary arrangement within part 1 of the Insolvency Act of 1986 or a proposal for any other composition scheme or arrangement with (or within the meaning of Section 123 of the Insolvency Act of 1986) or if a trustee receiver administrative receiver or similar officer is appointed in respect of all or part of the business or assets of the Buyer or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the Buyer of for the making of an administration order (otherwise than for the purpose of an amalgamation or reconstruction), then without prejudice to any other remedy available to Paradigme, Paradigme shall be entitled without notice: –
16.2. to suspend or terminate the Contract or any unfulfilled part therefore; and
16.3. to halt any Goods in transit; and
16.4. either by an agent or itself to have access to the Buyer’s premises for the protection, removal, realisation and disposal of any Goods at any time and from time to time in which the property shall not have passed from Paradigme to the Buyer.
16.5. If Paradigme terminate the Contract in accordance with this clause then without prejudice to any other rights Paradigme may have, it shall be entitled to retain any advance payment made by the Buyer:
17. NOTICES
17.1. Notices and other documents to be sent by one party to the other shall be in writing and posted in a first class pre-paid envelope to the Buyer’s or Paradigme principal place of business or failing those to the address to which the one Party reasonably believes the other to be carrying on the business.
17.2. A notice shall be deemed to have been given forty-eight hours after posting (or ninety-six hours after posting where the notice is sent from and/or addressed to an address outside the United Kingdom) and in proving such service it shall be sufficient to show that the envelope was properly addressed and out into the post.
18. LEGAL CONSTRUCTION
Failure by Paradigme to enforce any of the Contract Terms and Conditions shall not be construed as a waiver of any of Paradigme rights hereunder. English Law shall govern the validity, construction and performance of the Contract.
19. SEVERANCE
These conditions shall apply in full save that if any Act of parliament of other Statutory Provision for the time being in force shall avoid or make unenforceable any of the provisions hereof these terms and conditions shall be deemed to apply with the exclusion of the provision hereof which shall be void or unenforceable as aforesaid.
