Terms and Conditions (T&C’s)
PARAKORE LIMITED trading as THE PURE FEED COMPANY
TERMS AND CONDITIONS OF SUPPLY
By placing an order for the Products with Parakore Limited trading as The Pure Feed Company you confirm that these terms and conditions of supply apply to the contract.
Note that we don’t give all business customers the same rights as consumers. Where a term applies just to businesses or just to consumers, this is clearly stated. You are a business customer if you are buying products wholly or mainly for use in connection with your trade, business, craft or profession, even if you are an individual.
In these Terms, capitalised words have the following meanings:
“Business Day” a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
“Company” Parakore Limited trading as THE PURE FEED COMPANY, a company incorporated in England and Wales (Company Number 14475098) whose registered office address is at Unit 2 Uffcott Farm, Uffcott, Wiltshire, SN4 9NB
“Contract” the contract between the Company and the Customer for the sale and purchase of the Products in accordance with these Terms.
“Customer” The person who purchases the Products from the Company
“Force Majeure has the meaning given in clause 11.
“Order” the Customer’s order for the Products, as set out in the Customer’s purchase order form, email or telephone call, the Customers acceptance of the Company’s quote, the Customer’s order placed via the Site or overleaf, as the case maybe.
“Products” the “Pure Feed” products as specified in the Order.
1.2 In these Terms, the following rules apply:
- A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
- A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted or extended at the relevant time.
- A reference to writing or written includes faxes and e-mails (but not text messages).
2 HOW THE CONTRACT IS FORMED
2.1 These Terms shall apply to all Contracts between the Company and the Customer relating to the sale of the Products (including all repeat Orders) and shall supersede any other terms set out or referred to in any other correspondence between the Company and the Customer or any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Customer to purchase the Products in accordance with these Terms. The Customer is responsible for ensuring that the terms of the Order are complete and accurate.
2.3 The Order shall only be deemed to be accepted when an authorised representative of the Company issues a written acceptance of the Order or the Products are delivered in accordance with clause 4.3 (whichever is the earlier) at which point the Contract shall come into existence. The Company shall notify the Customer if it needs to reject an Order and when this happens the Company will refund any sums the Customer has paid.
2.4 A quotation for the Products given by the Company shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.
2.5 If the Customer is a business, the Contract constitutes the entire agreement between the parties. The business Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract.
2.6 Any samples, descriptive matter, or advertising produced by the Company and any descriptions contained in the Company’s brochure(s) or Site are produced for the sole purpose of giving an approximate idea of the Products described in them. They shall not form part of the Contract or have any contractual force.
2.7 Any advice or recommendation given by the Company or its employees or agents to the Customer or its employees or agents as to the use of the Products (which is not confirmed in writing by the Company) is followed or acted upon entirely at the Customer’s own risk, and accordingly the Company shall not be liable for any such advice or recommendation which is not so confirmed.
3 THE PRODUCTS
3.1 The Products are described in the Company’s brochure(s) and Site.
3.2 The Company reserves the right to amend the Products if required by any applicable statutory or regulatory requirements.
4.1 The Company shall deliver the Products to the Customer’s address as set out in the Order (or such other location as the parties may agree) at any time after the Company notifies the Customer that the Products are ready (“the Delivery Location”).
4.2 Delivery of the Products shall be completed on the Products arrival at the Delivery Location.
4.3 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Company shall not be liable for any delay in delivery of the Products that is caused by a Force Majeure Event or the Customer’s failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
4.4 If the Customer fails to accept delivery of the Products within five business Days of the Company notifying the Customer that the Products are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Company’s failure to comply with its obligations under the Contract:
delivery of the Products shall be deemed to have been completed at 9.00 am on the sixth Business Day after the day on which the Company notified the Customer that the Products were ready; and
the Company shall store the Products until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.5 If ten Business Days after the day on which the Company notified the Customer that the Products are ready for delivery the Customer has not accepted delivery of them, the Company may resell or otherwise dispose of part (or all) of the Products and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Products or charge the Customer for any shortfall below the price of the Products.
5 CONSUMER RIGHTS TO CANCEL
5.1 If a Customer is a consumer and not a business and buys Products online, over the telephone or on the Customer’s doorstep, the Customer has a legal right to change their mind, cancel the contract and receive a refund. This is subject to some conditions set out below.
5.2 A Customer cannot change their mind about an Order for Products sealed for health protection or hygiene purposes once these have been unsealed, Products that are made to the Customer’s specifications or Products which become mixed inseparably with other items after their delivery.
5.3 To cancel a Contract, the Customer must inform the Company in writing by completing a cancellation form and returning it to the Company at 1st Floor Unit 4, Callow Park, Callow Hill, Brinkworth SN15 5FD or by email to [email protected] no later than 14 days after the date on which the Company delivered the Products.
5.4 The Customer must return the Products to the Company within 14 days of notification that the Customer has changed their mind and wishes to return the Products. Returns are at the Customer’s cost. The Customer can return the Products to Home Farm, Merton, Bicester, OX25 2ND or send the Products back to the Company using an established delivery service. The Customer has a legal obligation to take reasonable care of the Products while they are in their possession. If a Customer fails to comply with this obligation, the Company may have a right of action for compensation.
5.5 If the Customer returns a Product to the Company because they have cancelled the Contract within the fourteen-day cooling off period (see clause 5.1 above), the Company will process the refund due to the Customer as soon as possible and, in any case, within 14 days of the day on which Products are returned. In this case, the Company will refund the price of the Product in full. The Company will usually refund any money received from the Customer using the same method originally used by the Customer to pay for their purchase.
Clauses 6.1 to 6.6 apply if the Customer is a business and not a consumer
6.1 The Company warrants that on delivery the Products shall conform in all material respects with their description, be free from material defects in design, material and workmanship and be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
6.2 Subject to clause 6.3, if:
- the Customer gives notice in writing to the Company within seven days from the date of delivery or (where the defect was not apparent on reasonable inspection) within a reasonable time of discovery that some or all of the Products do not comply with the warranty set out in clause 6.1; and
- the Company is given a reasonable opportunity of examining such
Products; the Company shall, at its option, replace the defective Products, or refund the price of the defective Products in full.
6.3 The Company shall not be liable for any failure of the Products to comply with the warranty set out in clause 6.1 in any of the following events:
- the Customer makes any further use of such Products after giving notice in accordance with clause 6.2;
- the defect arises because the Customer failed to follow the Company’s oral or written instructions as to the storage and use of the Products or (if there are none) good trade practice regarding the same;
- the Customer alters the Products without the written consent of the Company; or
- the defect arises as a result of wilful damage or negligence.
6.4 Except as provided in this clause 6, the Company shall have no liability to the Customer in respect of the Products’ failure to comply with the warranty set out in clause 6.1.
6.5 Except as set out in these Terms, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
6.6 These Terms shall apply to any replacement Products supplied by the Company.
Clause 6.7 applies if the Customer is a consumer.
6.7 The Company has a legal duty to its consumer Customers to provide Products that are as described (on the Site or in any catalogues or other documents provided by the Company to the Customer), fit for purpose and of satisfactory quality. During the expected lifespan of the Products a consumer Customer’s legal rights entitle them to the following:
Up to 30 days: if the Products are faulty, then the Customer can get a refund.
Up to six months: if the Products can’t be r replaced, then the Customer is entitled to a full refund, in most cases.
7 TITLE AND RISK
7.1 The risk in the Products shall pass to the Customer on completion of delivery.
7.2 Title to the Products shall not pass to the Customer until the Company has received payment in full (in cash or cleared funds) for the Products.
7.3 Until title to the Products have passed to the Customer, the Customer shall:
hold the Products on a fiduciary basis as the Company’s bailee;
store the Products separately from all other products held by the Customer so that they remain readily identifiable as the Company’s property;
not remove, deface or obscure any identifying mark or packaging on or relating to the Products;
maintain the Products in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
notify the Company immediately if it becomes subject to any of the events listed in clause 9.2; and
give the Company such information relating to the Products as the Company may require from time to time, but the Customer may resell or use the Products in the ordinary course of its business.
7.4 If before title to the Products passes to the Customer the Customer becomes subject to any of the events listed in clause 9.2, or the Company reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided that the Products have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Company may have, the Company may at any time require the Customer to deliver up the Products and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Products are stored in order to recover them.
8 PRICE AND PAYMENT
8.1 The price of the Products shall be the price set out in the Order, or, if no price is quoted, the price set out in the Company’s published price list in force as at the date of delivery.
8.2 The Company may, by giving notice to the Customer at any time up to five Business Days before delivery, increase the price of the Products to reflect any increase in the cost of the Products that is due to:
- any factor beyond the Company’s control (including increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
- any request by the Customer to change the delivery date(s), quantities or types of Products ordered; or
- any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate or accurate information or instructions.
8.3 The price of the Products are inclusive of the costs and charges of packaging, insurance, transport and VAT. (If applicable). If the rate of VAT changes between the Customer’s order date and the date of supply of the Products, the rate of VAT will be adjusted unless the Customer has already paid in full before the change in VAT takes effect.
8.4 The Company may invoice the Customer for the Products on or at any time after the Company notifies the Customer that the goods are ready.
8.5 The Customer shall pay the invoice in full and in cleared funds (including VAT and without any set-off or deduction) within 14 days of the date of the invoice or within a time frame as agreed between the Company and Customer. Time of payment is of the essence.
8.6 If the Customer fails to make any payment due to the Company under the
Contract by the due date for payment under clause 8.5 (the “Due Date”), then the Customer shall pay interest on the overdue amount at the rate of 10% per annum above National Westminster Bank plc’s base lending rate from time to time. Such interest shall accrue on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
9 CUSTOMER’S INSOLVENCY OR INCAPACITY
9.1 9.1 If the Customer becomes subject to any of the events listed in clause 9.2, or the Company reasonably believes that the Customer is about to become subject to any of them and notifies the Customer accordingly, then, without limiting any other right or remedy available to the Company, the Company may cancel or suspend all further deliveries under the Contract or under any other contract between the Customer and the Company without incurring any liability to the Customer, and all outstanding sums in respect of Products delivered to the Customer shall become immediately due.
9.2 For the purposes of clause 9.1, the relevant events are:
- the Customer is unable to pay its debts as they fall due;
- the Customer (or any item of its property) becomes the subject of any formal insolvency procedure (examples of which include receivership, liquidation, administration, voluntary arrangements (including a moratorium) or bankruptcy);
- the Customer, being an individual, dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
9.3 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
10 LIMITATION OF LIABILITY
10.1 Nothing in these Conditions shall limit or exclude the Company’s liability for:
- death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
- fraud or fraudulent misrepresentation;
- breach of the terms implied by section 14 of the Sale of Goods Act 1979; or
- defective products under the Consumer Protection Act 1987.
Clause 10.2 applies if the Customer is a business and not a consumer.
10.2 Subject to clause 10.1:
- the Company shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract including but not limited to loss of profit; and
- the Company’s total liability to the Customer 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 not exceed the price of the Products.
Clause 10.3 applies if the Customer is a consumer.
10.3 The Company is responsible for losses the Customer suffers caused by the Company breaking the Contract unless the loss is:
- It was not obvious that it would happen and nothing the Customer said to the Company before it accepted the Order meant the Company should have expected it (so, in the law, the loss was unforeseeable);
- Caused by a delaying event outside our control. As long as the Company takes the steps set out in clause 11.
- Something the Customer could have avoided by taking reasonable action.
- A business loss. The Company’s liability for any loss the Customer suffers in connection with their trade, business, craft or profession is limited as described in clauses 10.1 and 10.2 above.
11 FORCE MAJEURE
11.1 Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A “Force Majeure Event” means any event beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including (but not limited to) strikes, lockouts or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, collapse of building structures, fires, floods, storms, earthquakes, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors. 11.2 Where a Force Majeure Event occurs which may affect the Company’s supply of the Products, the Company will inform the Customer as soon as possible and will do what it can to reduce the delay.
Clause 11.3 applies if the Customer is a consumer.
11.2 As long as the Company does this, it will not compensate the Customer for the delay, but if the delay is likely to be substantial the Customer can contact the Company at [email protected] to end the contract and receive a refund for any Products they have paid for, but not received, less reasonable costs the Company has already incurred.
12.1 Assignment and Subcontracting
The Customer may not assign, transfer, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Company.
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 clause, and shall be delivered personally, sent by pre-paid first class post, recorded delivery, commercial courier, fax or e-mail (but not text message).
A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause (a); if sent by pre-paid first class post or recorded delivery, 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 e-mail, one Business Day after transmission.
The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy.
12.5 Third Party Rights
A person who is not a party to the Contract shall not have any rights under or in connection with it.
Except as set out in these Terms, any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by the Company.
12.7 Governing Law
The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law.
12.8 Jurisdiction (business Customers only)
The parties irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts
12.9 Jurisdiction (consumer Customers only)
If the Customer is a consumer then, wherever they live, they can bring claims against the Company in the English courts and if the Customer lives in Wales, Scotland or Northern Ireland, they can also bring claims against the Company in the courts of the country they live in. If the Customer is a consumer the Company can claim against the Customer in the courts of the country the Customer lives in.