Terms and Conditions
Perudo does not give business Customers all the same rights as consumer Customers. For example, business Customers cannot cancel their Order(s), they have different rights where there is a problem with the Goods and Perudo does not compensate them in the same way for losses caused by Perudo or the Goods. Where a term applies just to businesses or just to consumers, this is clearly stated. The Customer is a business Customer if the Goods are purchased wholly or mainly for use in connection with the Customer’s trade, business, craft or profession, even if the Customer is an individual.
1. INTERPRETATION
The following definitions and rules of interpretation apply in these Conditions.
1.1 Definitions:
“Business Day” means a day, other than a Saturday, Sunday or public holiday in England, or any day on which Perudo’s offices are closed for business, when banks in London are open for business.
“Business Hours” means the period from 9.00 am to 5.00 pm on any Business Day.
“Collection Location” has the meaning given in clause 5.2.
“Conditions” means these terms and conditions as amended from time to time in accordance with clause 29.
“Contract” means the contract between Perudo and the Customer for the supply of Goods and/or Services in accordance with these Conditions.
“Customer” means the person or firm who purchases the Goods and/or Services from Perudo.
“Customer Default” has the meaning given in clause 10.2.
“Customer Materials” means all patterns, moulds, materials and other items produced by Perudo for the Customer or provided by the Customer to Perudo in connection with the Contract which are to be held by Perudo at its premises for and on behalf of the Customer.
“Customer-Supplied Items” has the meaning given in clause 12.1.
“Deliverables” means the deliverables set out in the Order produced by Perudo for the Customer.
“Delivery Location” has the meaning given in clause 5.2.
“Force Majeure Event” means an event, circumstance or cause beyond a party’s reasonable control including (a) acts of God, flood, drought, earthquake or other natural disaster; (b) epidemic or pandemic; (c) terrorist attack, civil war, civil commotion or riots, war, treat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) nuclear, chemical or biological contamination or sonic boom; (e) any law or action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition; (f) collapse of buildings, fire, explosion or accident; (g) any labour or trade dispute, strikes, industrial action or lockouts, or unplanned staff absences beyond the affected party’s reasonable control; (h) non-performance by suppliers or sub-contractors; (i) interruption or failure of utility service; and (j) breakdown of machinery or equipment used in the performance of the affected party’s obligations.
“Goods” means the goods (or any part of them) set out in the Order.
“Goods Specification” means any specification for the Goods, including any relevant plans or drawings, that is agreed in writing by the Customer and Perudo.
“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in getup and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“Losses” means all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and reasonable professional costs and expenses).
“Order” means the Customer’s order for the supply of Goods and/or Services either online, by email, by phone or in person, as set out in the Customer’s purchase order form, the Customer’s written acceptance of Perudo’s quotation, or otherwise confirmed by the Customer (whether orally or in writing), as the case may be.
“Perudo” means Perudo Realisations Limited registered in England and Wales with company number 08655127 and registered office at Perudo Outgang Road, Baston, Peterborough, United Kingdom, PE6 9PT (VAT number 169028982).
“Services” means the services, including any Deliverables, supplied by Perudo to the Customer as set out in the Service Specification.
“Service Specification” means the description or specification for the Services provided in writing by Perudo to the Customer.
1.2 Interpretation:
1.2.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.2.2 A reference to a party includes its personal representatives, successors and permitted assigns.
1.2.3 A reference to legislation or a legislative provision is a reference to it as amended or reenacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
1.2.4 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
1.2.5 A reference to writing or written excludes fax but not email.
2. BASIS OF CONTRACT
2.1 The Order constitutes an offer by the Customer to purchase Goods and/or Services from Perudo in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when Perudo issues written acceptance of the Order, at which point and on which date the Contract shall come into existence.
2.3 Any samples, drawings, descriptive matter or advertising issued by Perudo and any descriptions of the Goods or illustrations or descriptions of the Services contained in Perudo’s catalogues, brochures or website are issued or published for the sole purpose of giving an approximate idea of the Goods and Services described in them. They shall not form part of the Contract nor have any contractual force.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or that are implied by law, trade custom, practice or course of dealing.
2.5 Any quotation given by Perudo shall not constitute an offer and is only valid for a period of 20 Business Days from its date of issue.
2.6 All of these Conditions shall apply to the supply of both Goods and Services except where the application to one or the other is specified.
2.7 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
3. DEPOSIT
3.1 Perudo may require the Customer to pay a deposit in the amount specified in the Order or otherwise notified to the Customer in writing (“Deposit”) as a condition of accepting any Order.
3.2 The Deposit shall be payable in cleared funds on the date of the Order. Perudo shall be under no obligation to commence the performance of its obligations under the Contract or supply any Goods and/or Services until the Deposit has been received in full.
3.3 The Deposit shall be applied towards the total price of the Goods and/or charges for the Services payable by the Customer under the Contract. Unless otherwise agreed in writing, the balance of the price of the Goods and/or charges for the Services shall be payable in accordance with clause 12.
3.4 Perudo may retain all or part of the Deposit to the extent reasonably necessary to cover any losses, costs or expenses incurred as a result of the Customer cancelling an Order or committing a material breach of any term of the Contract.
3.5 If Perudo cancels the Order or fails to perform its obligations under the Contract for reasons other than the Customer’s breach or a Force Majeure Event, the Deposit shall be repaid to the Customer in full.
4. SUPPLY OF GOODS
4.1 The Goods are described in the Goods Specification.
4.2 To the extent that the Goods are to be manufactured in accordance with a Goods Specification supplied by the Customer, the Customer shall indemnify Perudo against all Losses incurred by Perudo as a result of any claim made against Perudo for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with Perudo’s use of the Goods Specification. This clause 4.2 shall survive termination of the Contract.
4.3 Perudo reserves the right to amend the Goods Specification if required by any applicable law or regulatory requirement, and Perudo shall notify the Customer in any such event.
5. DELIVERY OF GOODS
5.1 Perudo shall ensure that:
5.1.1 each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the contract number, the type and quantity of the Goods (including the code number of the Goods, where applicable) and special storage or installation instructions (if any); and
5.1.2 if Perudo requires the Customer to return any packaging materials to Perudo, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as Perudo shall reasonably request. Returns of packaging materials shall be at Perudo’s expense.
5.2 Perudo shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (“Delivery Location”) at any time after Perudo notifies the Customer that the Goods are ready, or the Customer shall collect the Goods from Perudo’s premises at Perudo Outgang Road, Baston, Peterborough, United Kingdom, PE6 9PT or such other location as may be advised by Perudo prior to delivery (“Collection Location”) within five Business Days of Perudo notifying the Customer that the Goods are ready.
5.3 Delivery of the Goods is completed upon the arrival of the Goods at the Delivery Location or on the completion of loading of the Goods at the Collection Location, as the case may be.
5.4 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. Perudo shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide Perudo with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
5.5 If Perudo becomes aware that it will be unable to deliver the Goods on the date quoted for delivery or at all, it shall notify the Customer as soon as reasonably practicable, providing details of the reasons for the delay or non-delivery and, where possible, quote a revised date for delivery of the Goods. Any failure by Perudo to give notice under this clause 5.5 shall not in itself give rise to any liability.
5.6 If Perudo fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. Perudo shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide Perudo with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
5.7 If the Customer fails to accept delivery of the Goods within three Business Days of Perudo notifying the Customer that the Goods are ready for delivery, then except where such failure or delay is caused by a Force Majeure Event or by Perudo’s failure to comply with its obligations under the Contract in respect of the Goods:
5.7.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day following the day on which Perudo notified the Customer that the Goods were ready; and
5.7.2 Perudo shall store the Goods until actual delivery takes place and reserves the right to charge the Customer for all related costs and expenses (including insurance).
5.8 If ten Business Days after the day on which Perudo notified the Customer that the Goods were ready for delivery the Customer has not accepted actual delivery of them, Perudo may resell or otherwise dispose of part or all of the Goods.
5.9 Perudo may deliver the Goods by instalments, which may be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
For Customers who are consumers:
5.10 Customer’s legal right to change his or her mind. The Customer has a legal right to change his or her mind about their purchase within 14 days of purchase and receive a refund of what has been paid for the Goods, including the delivery costs. The Customer must pay the costs of returning the Goods. The Customer cannot change his or her mind for Goods made to the Goods Specification or for Goods which become mixed inseparably with other items after delivery.
5.11 Deadline for the Customer to change his or her mind. The Customer must notify Perudo no later than 14 days after the day Perudo delivers the Goods. If the Goods are split into several deliveries over different days, the period runs from the day after the last delivery.
5.12 How to let Perudo know. The Customer must contact the Customer Service Team by phone on 01778 560056, by email to [email protected] or fill in the online form at https://www.perudorealisations.co.uk/contact-us/.
5.13 How to return the Goods. The Customer must return the Goods to Perudo’s head office at Perudo Outgang Road, Baston, Peterborough, United Kingdom, PE6 9PT at the Customer’s own cost.
5.14 How and when Perudo refunds the Customer. Perudo will refund the Customer (including the cost of standard delivery) within 14 days of receiving the Goods back from the Customer or receiving evidence that the Customer has sent them to the correct return address. Perudo will refund the Customer by the method used for payment. Perudo does not charge a fee for the refund.
6. QUALITY OF GOODS
For business Customers:
6.1 Perudo warrants that on delivery, the Goods shall:
6.1.1 conform with their description and any applicable Goods Specification;
6.1.2 be free from material defects in design, material and workmanship; and
6.1.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
6.2 Subject to clause 6.3, if:
6.2.1 the Customer gives notice in writing to Perudo within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 6.1;
6.2.2 Perudo is given a reasonable opportunity of examining such Goods; and
6.2.3 the Customer (if asked to do so by Perudo) returns such Goods to Perudo’s head office at Perudo’s cost, Perudo shall, at its option and to the extent that it agrees that such Goods do not comply with the warranty set out in clause 6.1, repair or replace the defective Goods, or refund the price of the defective Goods in full.
6.3 Perudo shall not be liable for the Goods’ failure to comply with the warranty set out in clause 6.1 if:
6.3.1 the Customer makes any further use of such Goods after giving a notice in accordance with clause 6.2;
6.3.2 the defect arises because the Customer failed to follow Perudo’s oral or written instructions as to the storage, commissioning, installation, use or maintenance of the Goods or (if there are none) good trade practice regarding the same;
6.3.3 the defect arises as a result of Perudo following any drawing, design or specification supplied by or on behalf of the Customer;
6.3.4 the Customer alters or repairs such Goods without the written consent of Perudo;
6.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions;
6.3.6 the Goods differ from their description or any applicable Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements; or
6.3.7 the defect arises wholly or partly from the condition, design, specification, structural integrity, stability, load-bearing capacity or fitness for purpose of any CustomerSupplied Item, or any defect in, inadequacy or failure of any Customer-Supplied Item, or the interaction between the Goods and any Customer-Supplied Item, except to the extent that such defect is directly caused by Perudo’s failure to exercise reasonable care and skill or by a defect in the materials supplied by Perudo.
6.4 The Customer is solely responsible for determining that the Goods are suitable and fit for the Customer’s intended purpose, use, and application. The Customer shall satisfy itself, before placing an Order, that the Goods are appropriate for the conditions in which they are to be used and for any structures, equipment, materials, or items with which they are to be incorporated, installed, attached, or used. Perudo does not warrant that the Goods are fit for any particular purpose, and the Customer acknowledges that it has not relied on any representation or statement made by Perudo as to the suitability of the Goods for the Customer’s particular requirements. Where the Goods are manufactured or supplied in accordance with information, specifications, designs, drawings, or instructions provided by or on behalf of the Customer, the Customer accepts full responsibility for the suitability of those specifications and for the fitness of the resulting Goods for their intended purpose.
6.5 Except as provided in this clause 6, Perudo shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 6.1.
6.6 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
6.7 These Conditions shall apply to any repaired or replacement Goods supplied by Perudo.
For Customers who are consumers:
6.8 Nothing in these Conditions affects the Customer’s statutory rights under the Consumer Rights Act 2015 or other applicable laws. The Customer has the right to Goods that are as described, fit for purpose and of satisfactory quality. If the Goods fail to meet these standards, the Customer may be entitled to a replacement, repair or refund as provided by law.
7. TITLE AND RISK
7.1 The risk in the Goods shall pass to the Customer on completion of delivery.
7.2 Title to the Goods shall not pass to the Customer until Perudo receives payment in full (in cash or cleared funds) for the Goods and all other sums that are or that become due to Perudo from the Customer for sales of the Goods or on any account, in which case title to these Goods shall pass at the time of payment of all such sums.
7.3 Until title to the Goods has passed to the Customer, the Customer shall:
7.3.1 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Perudo’s property;
7.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
7.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on Perudo’s behalf from the date of delivery;
7.3.4 notify Perudo immediately if it becomes subject to any of the events listed in clause 18.1.2 to clause 18.1.4 (inclusive); and
7.3.5 give Perudo such information as Perudo may reasonably require from time to time relating to the Goods and the Customer’s ongoing financial position.
7.4 At any time before title to the Goods passes to the Customer, Perudo may require the Customer to deliver up all Goods in its possession and control that have not been resold, or irrevocably incorporated into another product, and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored, to recover them. The Customer shall procure entry to any such third party’s premises if requested to do so by Perudo.
8. SUPPLY OF SERVICES
8.1 Perudo shall supply the Services to the Customer in accordance with the Service Specification in all material respects.
8.2 Perudo shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
8.3 Perudo reserves the right to amend the Service Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and Perudo shall notify the Customer in any such event.
8.4 Perudo warrants to the Customer that the Services will be provided using reasonable care and skill.
For Customers who are consumers:
8.5 Customer’s key legal rights. Nothing in these Conditions affects the Customer’s statutory rights under the Consumer Rights Act 2015 or other applicable laws. The Customer is entitled to request Perudo to repeat or fix a Service if it is not carried out with reasonable care and skill, or to get some money back if Perudo cannot fix it. If the price has not been agreed upfront, what the Customer is asked to pay must be reasonable. If a time has not been agreed upfront, the Services must be carried out within a reasonable time.
8.6 Customer’s legal right to change his or her mind. The Customer has a legal right to change his or her mind about their purchase within 14 days of purchase and receive a refund of what has been paid for the Services. The Customer cannot change his or her mind for the Services once these have been completed.
8.7 Deadline for the Customer to change his or her mind. The Customer must notify Perudo no later than 14 days after the day Perudo confirm that they have accepted the Order.
8.8 How to let Perudo know. The Customer must contact the Customer Service Team by phone on 01778 560056, by email to [email protected] or fill in the online form at https://www.perudorealisations.co.uk/contact-us/.
8.9 The Customer must pay for Services received. Perudo will not refund the Customer for any Services provided before the Customer notified Perudo that they have changed his or her mind.
8.10 How and when Perudo refunds the Customer. Perudo will refund the Customer within 14 days of being notified that the Customer has changed his or her mind. Perudo will refund the Customer by the method used for payment. Perudo does not charge a fee for the refund.
9. SPECIAL CHARACTERISTICS OF GOODS AND SERVICES
9.1 Notwithstanding any other provision of these Conditions, the Customer acknowledges and agrees that certain Goods and/or Services are, by their nature, bespoke, consumable, temporary and/or inherently fragile, and accordingly have a limited or negligible service life.
9.2 Notwithstanding any other provision of these Conditions, Perudo shall have no liability (whether for defect, durability, fitness for purpose or otherwise) in respect of:
9.2.1 materials used within concrete production processes, which are supplied as a consumable item and are intended to be destroyed, discarded or otherwise rendered unusable in the ordinary course of use;
9.2.2 bespoke or custom-made items produced for exhibitions, events or similar short-term use (including pop-up structures, displays or installations), which are designed for temporary use only and are not intended to have any ongoing durability once deployed; and
9.2.3 coatings, insulation or similar materials (including sprayed foam or comparable finishes) applied to or used in connection with Customer goods which may be friable, delicate or susceptible to damage through handling, transport, environmental conditions or normal operational use.
9.3 To the fullest extent permitted by law:
9.3.1 Perudo gives no warranty, representation or guarantee as to the durability, longevity, fitness for any particular purpose beyond the immediate intended use, or resistance to damage of such Goods or Services;
9.3.2 any warranties as to satisfactory quality or fitness for purpose shall not apply to the extent that the relevant Goods or Services are intended to be consumed, destroyed, short-lived or inherently liable to degradation or damage;
9.3.3 Perudo shall have no liability for any damage, deterioration, breakage or loss arising from the normal or intended use, handling, transport, installation, removal or disposal of such Goods or Services; and
9.3.4 the Customer accepts all risk in respect of the use, performance and lifespan of such Goods and Services once delivered or completed.
9.4 For the avoidance of doubt, any failure, degradation or damage consistent with the nature and intended use of such Goods and/or Services shall not constitute a breach of contract, defect or failure to meet any applicable warranty.
10. CUSTOMER’S OBLIGATIONS
10.1 The Customer shall:
10.1.1 ensure that the terms of the Order and any information it provides in either or both the Service Specification and the Goods Specification are complete and accurate;
10.1.2 co-operate with Perudo in all matters relating to the Services;
10.1.3 provide Perudo with such information and materials as Perudo may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; and
10.1.4 comply with any additional obligations as set out in the Service Specification and/or the Goods Specification.
10.2 If Perudo’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission of the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”):
10.2.1 without limiting or affecting any other right or remedy available to it, Perudo may suspend performance of the Services until the Customer remedies the Customer Default, and rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays Perudo’s performance of any of its obligations;
10.2.2 Perudo shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Perudo’s failure or delay to perform any of its obligations as set out in this clause 10.2; and
10.2.3 the Customer shall reimburse Perudo on written demand for any costs or losses sustained or incurred by Perudo arising directly or indirectly from the Customer Default.
11. STORAGE OF CUSTOMER MATERIALS
11.1 The Customer Materials shall be stored at Perudo’s premises at the Customer’s risk, except to the extent that any loss or damage is directly caused by Perudo’s negligence, breach of the Contract or wilful misconduct. Perudo shall not be responsible for inherent defects or deterioration in the Customer Materials.
11.2 Title to the Customer Materials shall remain vested in the Customer at all times. Title shall not pass to Perudo by virtue of possession, processing or incorporation into any Goods or Deliverables.
11.3 Perudo shall:
11.3.1 store the Customer Materials in a way that they remain readily identifiable as the Customer’s property;
11.3.2 use the Customer Materials solely for the purpose of performing its obligations under the Contract; and
11.3.3 exercise reasonable care and skill in the storage and handling of the Customer Materials in accordance with good industry practice and any written storage or handling requirements agreed between the parties.
11.4 Perudo shall be under no obligation to insure the Customer Materials unless expressly agreed in writing. The Customer shall be responsible for maintaining adequate insurance cover in respect of the Customer Materials for their full replacement value.
11.5 Perudo shall only store the Customer Materials for the period reasonably required to perform the Contract or for any additional period agreed in writing. Where the Customer Materials remain unused for any period exceeding one month, Perudo reserves the right to charge reasonable storage fees.
11.6 Perudo shall have a lien over all Customer Materials in its possession for any sums due and payable to Perudo under the Contract. If any sums remain unpaid after becoming due, Perudo may, by giving not less than 14 days’ written notice, sell or otherwise dispose of the Customer Materials and apply the proceeds in satisfaction of such sums.
11.7 Upon completion or termination of the Contract, the Customer shall promptly arrange, at its own cost, for the collection of the Customer Materials. If the Customer fails to collect the Customer Materials within one month of written notice from Perudo, Perudo may:
11.7.1 charge reasonable ongoing storage fees in respect of the Customer Materials; and/or
11.7.2 sell or otherwise dispose of the Customer Materials at its discretion and charge the Customer its reasonable costs of disposal (including any third-party costs incurred), provided that it has given reasonable prior written notice to the Customer. Perudo shall be under no obligation to release any Customer Materials until all sums due and payable to Perudo under the Contract have been paid in full.
12. CUSTOMER-SUPPLIED ITEMS
12.1 Where Perudo uses, modifies, processes, attaches Goods to, installs Goods onto or incorporates Goods into, or otherwise performs Services in relation to any materials, moulds, jigs, templates, structures, equipment, substrates, fixtures, fittings, supports, components or other items supplied by or on behalf of the Customer (“Customer-Supplied Items”), the Customer warrants that such Customer-Supplied Items are suitable, structurally sound, fit for their intended purpose and capable of safely receiving, supporting and being used in conjunction with the Goods and/or Services.
12.2 The Customer acknowledges that the performance, safety, and durability of the completed Goods may depend upon the condition, design and suitability of a CustomerSupplied Item. Perudo shall not be liable for any defect, damage or loss caused by or attributable in whole or in part to any Customer-Supplied Item, except to the extent directly caused by Perudo’s negligence.
12.3 Where Goods are attached to, incorporated into or installed upon a Customer-Supplied Item, Perudo’s responsibility shall be limited to the workmanship and materials supplied by Perudo and shall not extend to the performance, stability, safety or durability of the Customer-Supplied Item itself.
13. CHARGES AND PAYMENT
13.1 The price of the Goods shall be the price set out in the Order and excludes the costs of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.
13.2 The charges for the Services shall be as set out in the Order.
13.3 Perudo reserves the right to increase the price of the Goods, by giving notice to the Customer at any time up to ten Business Days before delivery, to reflect any increase in the cost of the Goods to Perudo that is due to:
13.3.1 any factor beyond the control of Perudo (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
13.3.2 any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or
13.3.3 any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give Perudo adequate or accurate information or instructions in respect of the Goods.
13.4 In respect of the Goods, Perudo shall invoice the Customer on or at any time after completion of delivery. In respect of Services, Perudo shall invoice the Customer on completion of the Services.
13.5 Where the Order provides for payment in instalments, Perudo shall invoice the Customer on or at any time after completion of each agreed stage, milestone or at such intervals as are specified in the Order, and each such invoice shall be payable in accordance with clause 13.6.
13.6 The Customer shall pay each invoice submitted by Perudo:
13.6.1 within 30 days of the date of the invoice or in accordance with any credit terms agreed by Perudo and confirmed in writing to the Customer; and
13.6.2 in full and in cleared funds to a bank account nominated in writing by Perudo, and time for payment shall be of the essence of the Contract.
13.7 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (“VAT”). Where any taxable supply for VAT purposes is made under the Contract by Perudo to the Customer, the Customer shall, on receipt of a valid VAT invoice from Perudo, pay to Perudo such additional amounts in respect of VAT as are chargeable on the supply of the Goods and/or Services at the same time as payment is due for the supply of the Goods and/or Services.
13.8 If the Customer fails to make payment due to Perudo under the Contract by the due date, then, without limiting Perudo’s remedies under clause 18, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 13.8 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
For business Customers:
13.9 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
14. INTELLECTUAL PROPERTY RIGHTS
14.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by Perudo.
14.2 Perudo grants to the Customer or shall procure the direct grant to the Customer of a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables.
14.3 The Customer shall not sub-license, assign or otherwise transfer the rights granted by clause 14.2.
14.4 The Customer grants Perudo a fully paid-up, non-exclusive, royalty-free nontransferable licence to copy and modify any Customer Materials provided by the Customer to Perudo for the term of the Contract for the purpose of providing the Services to the Customer.
15. DATA PROTECTION
Perudo processes personal data in accordance with its legal obligation under UK data protection laws and Perudo’s Privacy Policy available at https://www.perudorealisations.co.uk/privacy-policy/. By placing an Order, the Customer consents to such processing and warrants that all data provided is accurate and both parties will comply with UK data protection laws.
16. LIMITATION OF LIABILITY
For business Customers:
16.1 The limits and exclusions in this clause 16 reflect the insurance cover Perudo has been able to arrange. The Customer is responsible for making its own arrangements for the insurance of any excess liability.
16.2 References to liability in this clause 16 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence) or otherwise.
16.3 Nothing in the Contract limits any liability for:
16.3.1 death or personal injury caused by negligence;
16.3.2 fraud or fraudulent misrepresentation;
16.3.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
16.3.4 defective products under the Consumer Protection Act 1987; or
16.3.5 any liability that legally cannot be limited.
16.4 Subject to clause 16.3, Perudo’s total liability to the Customer shall be limited to the price of the Goods and/or Services set out in the Order or other sums payable by the Customer pursuant to the Contract.
16.5 Subject to clause 16.3, the following types of loss are wholly excluded:
16.5.1 loss of profits (including loss of anticipated savings);
16.5.2 loss of sales or business;
16.5.3 loss of agreements or contracts;
16.5.4 loss of use or corruption of software, data or information;
16.5.5 loss of or damage to goodwill; and
16.5.6 indirect or consequential loss.
16.6 Perudo has given commitments as to compliance of the Goods and Services with relevant specifications in clause 6 and clause 8. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
16.7 This clause 16 shall survive termination of the Contract.
For Customers who are consumers:
16.8 Perudo is not responsible for losses the Customer suffers by Perudo breaking the Contract if the loss is:
16.8.1 unexpected in that it was not obvious that it would happen and nothing the Customer said to Perudo before Perudo accepted the Order meant that Perudo should have expected it (so, in the law, the loss was unforeseeable);
16.8.2 caused by a Force Majeure Event; or
16.8.3 avoidable in that it is something the Customer could have avoided by taking reasonable action.
17. INDEMNITY
17.1 The Customer shall indemnify Perudo against all Losses suffered or incurred by Perudo arising out of or in connection with:
17.1.1 any claim made against Perudo by a third party arising out of or in connection with the Customer’s use, resale, or incorporation of the Goods; and
17.1.2 any breach by the Customer of the Contract, except to the extent that such Losses arise solely as a direct result of Perudo’s negligence or breach of the Contract. This clause 17 shall survive termination of the Contract.
18. TERMINATION
18.1 Without affecting any other right or remedy available to it, Perudo may terminate the Contract with immediate effect by giving written notice to the Customer if:
18.1.1 the Customer commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within ten days of after being notified in writing to do so;
18.1.2 the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, 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 its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
18.1.3 the Customer suspends or ceases, or threatens to suspend or cease carrying on all or substantial part of its business; or
18.1.4 the Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
18.2 Without affecting any other right or remedy available to it, Perudo may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
18.3 Without affecting any other right or remedy available to it, Perudo may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and Perudo if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 18.1.2 to clause 18.1.4 (inclusive), or Perudo reasonably believes that the Customer is about to become subject to any of them.
19. CONSEQUENCES OF TERMINATION
19.1 On termination of the Contract, the Customer shall immediately pay to Perudo all of Perudo’s outstanding unpaid invoices and interest and, in respect of Goods and Services supplied but for which no invoice has been submitted, Perudo shall submit an invoice, which shall be payable by the Customer immediately on receipt.
19.2 Termination of the Contract, however arising, shall not affect the parties’ rights and remedies, that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
19.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
20. CONFIDENTIALITY
For business Customers:
20.1 Each party undertakes that it shall not at any time during the Contract and for a period of two years after termination of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 20.2.
20.2 Each party may disclose the other party’s confidential information:
20.2.1 to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 20; and
20.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
20.3 No party may use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
20.4 Notwithstanding the foregoing, Perudo may:
20.4.1 refer to the Customer as a customer of Perudo; and
20.4.2 use the Customer’s name, logo and a general description of the Goods and/or Services supplied in its marketing materials, case studies and promotional materials, provided that Perudo does not disclose any of the Customer’s confidential information (other than the fact of the relationship between the parties and non-confidential description of the Goods and/or Services).
21. FORCE MAJEURE
Neither party shall be liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from a Force Majeure Event. If the period of delay or non-performance continues for three months, the party not affected may terminate the Contract by giving written notice to the affected party.
22. ASSIGNMENT AND OTHER DEALINGS
22.1 Perudo may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
22.2 The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Perudo.
23. NOTICES
23.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case) or sent by email.
23.2 Any notice shall be deemed to have been received:
23.2.1 if delivered by hand, at the time the notice is left at the proper address;
23.2.2 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; or
23.2.3 if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
23.3 This clause 23 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
24. SEVERANCE
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part provision of the Contract is deemed deleted under this clause 24, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.
25. WAIVER
25.1 Except as set out in clause 2.7, a waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
25.1.1 A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.
26. NO PARTNERSHIP OR AGENCY
For business Customers:
Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
27. ENTIRE AGREEMENT
For business Customers:
27.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
27.2 Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it has no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
28. THIRD PARTY RIGHTS
28.1 The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
28.2 The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
29. VARIATION
Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
30. GOVERNING LAW AND JURISDICTION
30.1 The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
30.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.