Terms & Conditions

1. DEFINITIONS AND INTERPRETATION

In these Terms and Conditions, unless the context otherwise requires:

“Paradigme” means Paradigme Limited.
“Buyer” means the person, firm, company or other entity purchasing the Goods from Paradigme.
“Contract” means the contract for the sale of Goods formed in accordance with Clause 3.
“Confirmation” means Paradigme’s written, electronic or verbal acceptance of a Request.
“Goods” means the goods supplied by Paradigme under the Contract.
“Request” means the Buyer’s request or order for Goods, whether placed in person, by telephone, electronically, or via Paradigme’s website.
“Terms” means these terms and conditions as amended from time to time in accordance with Clause 5.

Headings are for convenience only and shall not affect interpretation. References to statutes include any amendment or re-enactment thereof.

2. APPLICATION AND PRECEDENCE

2.1 These Terms apply to all sales of Goods by Paradigme and exclude all other terms, including any terms the Buyer purports to apply under any purchase order, confirmation or other document.

2.2 No representation, statement or promise made by or on behalf of Paradigme shall be binding unless expressly confirmed in writing by an authorised representative of Paradigme.

3. FORMATION OF CONTRACT

3.1 A Request constitutes an offer by the Buyer to purchase the Goods subject to these Terms.

3.2 Paradigme may, in its absolute discretion, accept or reject any Request.

3.3 A Contract shall only be formed when Paradigme issues a Confirmation. Any automated acknowledgement does not constitute acceptance.

3.4 Where credit terms are requested, Paradigme may conduct credit checks and grant or refuse credit at its absolute discretion. Any credit granted shall be subject to these Terms.

4. PRICE LISTS AND ADVERTISING

4.1 Price lists, catalogues, and advertising materials are indicative only and do not constitute contractual offers.

4.2 Paradigme reserves the right to correct clerical or typographical errors at any time prior to Confirmation.

5. VARIATION

5.1 No variation of the Contract or these Terms shall be effective unless agreed in writing and signed by authorised representatives of both parties.

6. PRICES

6.1 Prices shall be those confirmed by Paradigme at the time of Confirmation.

6.2 All prices are exclusive of VAT and any other applicable taxes, which shall be payable by the Buyer.

6.3 Paradigme may charge separately for delivery, carriage, packaging, insurance, and any special handling.

6.4 If a price change occurs prior to Confirmation, the Buyer may withdraw the Request without liability.

7. PAYMENT

7.1 Unless otherwise agreed in writing:

• Website orders require payment in full at the time of order.
• Approved credit account customers must pay within 30 days of invoice date.

7.2 Time for payment is of the essence.

7.3 Paradigme may suspend or cancel deliveries where payment is overdue.

7.4 Interest shall accrue on overdue sums at 4% per annum above the base rate of Paradigme’s principal bankers, accruing daily and compounding quarterly.

7.5 The Buyer shall indemnify Paradigme for all reasonable costs incurred in recovering overdue sums, including legal and collection costs.

8. DELIVERY AND RISK

8.1 Delivery shall occur when the Goods are delivered to the address specified by the Buyer or made available for collection.

8.2 Delivery dates are estimates only and time shall not be of the essence.

8.3 Risk in the Goods shall pass to the Buyer upon delivery or when the Goods are made available for collection, whichever occurs first.

8.4 Failure to provide necessary delivery information may result in delayed delivery and additional charges.

9. LOSS, DAMAGE OR SHORT DELIVERY

9.1 The Buyer must notify Paradigme in writing of:

• Non-delivery within 24 hours of the expected delivery date;
• Damage or shortages within 24 hours of delivery.

9.2 Failure to comply with this clause shall constitute acceptance of the Goods.

9.3 Paradigme’s sole liability for proven damage prior to delivery shall be, at its option, repair, replacement, or credit.

10. DEFECTS AND WARRANTY

10.1 Subject to Clause 11, Goods are warranted to be free from manufacturing defects for the applicable warranty period.

10.2 This warranty does not apply where defects arise from:

• Misuse, improper storage, or handling;
• Failure to follow manufacturer instructions;
• Normal wear and tear.

10.3 The Buyer must inspect Goods within 7 days of delivery and notify Paradigme of any defects.

10.4 Paradigme’s liability is limited to repair, replacement, or refund at its discretion.

11. LIMITATION AND EXCLUSION OF LIABILITY

11.1 Nothing in these Terms excludes liability for death or personal injury caused by negligence or fraud.

11.2 Subject to Clause 11.1 and to the fullest extent permitted by law, all implied warranties, conditions and terms are excluded.

11.3 Paradigme shall not be liable for:

• Loss of profits, revenue, or business;
• Indirect or consequential losses;
• Any loss arising from misuse or failure to follow safety instructions.

11.4 Total liability shall not exceed the price paid for the Goods giving rise to the claim.

12. STORAGE

12.1 If the Buyer fails to accept delivery or collect Goods, Paradigme may store the Goods at the Buyer’s risk and expense and charge reasonable storage and insurance fees.

13. RETENTION OF TITLE

13.1 Title to the Goods shall not pass to the Buyer until Paradigme has received payment in full of all sums due.

13.2 Until title passes, the Buyer shall:

• Hold the Goods as fiduciary bailee;
• Store them separately and clearly identifiable;
• Maintain them in satisfactory condition.

13.3 Paradigme may enter the Buyer’s premises to recover unpaid Goods.

14. FORCE MAJEURE AND DELAY

14.1 Paradigme shall not be liable for failure or delay caused by events beyond its reasonable control, including but not limited to supplier failure, transport disruption, or acts of God.

15. ASSIGNMENT

15.1 The Buyer may not assign or transfer the Contract without Paradigme’s prior written consent.

16. TERMINATION AND INSOLVENCY

16.1 Paradigme may immediately terminate the Contract or suspend deliveries if the Buyer:

• Breaches these Terms;
• Becomes insolvent or enters any insolvency process.

16.2 Upon termination, all outstanding sums become immediately due.

16.3 Paradigme may retain any advance payments without prejudice to other remedies.

17. NOTICES

17.1 Notices shall be in writing and sent by first-class post to the registered or principal office.

17.2 Notices are deemed received 48 hours after posting (96 hours if sent outside the UK).

18. GOVERNING LAW AND JURISDICTION

18.1 These Terms and the Contract shall be governed by and construed in accordance with English law, and the courts of England and Wales shall have exclusive jurisdiction.

19. SEVERANCE

19.1 If any provision is held invalid or unenforceable, it shall be severed and the remaining provisions shall remain in full force.