Terms of service

Protct Group Ltd — terms and conditions of sale and supply.

1. These terms

1.1 These conditions are the only conditions on which Protct Group Ltd ("the Seller", "we") sells or supplies goods and services ("the Goods") to the buyer named on the order ("the Buyer", "you"). Any other conditions proposed or stipulated by the Buyer, in whatever form, written or oral, are expressly excluded. These conditions may be varied only by the written consent of a director of the Seller.

1.2 If you are a consumer, your statutory rights under the Consumer Rights Act 2015 and the Consumer Contracts (Information, Cancellation & Additional Charges) Regulations 2013 apply in full and are not affected by these conditions. Where any condition below would restrict those rights, it does not apply to you. Conditions 4.4, 6.2, 9.3 and 12 apply to business customers only.

1.3 Protct, Protct Shield, Protct Rain, Protct Clad, Protct Doors, Protct Fire and Protct Digital are trading styles of Protct Group Ltd.

2. Price and payment

2.1 Prices shown on our websites are in pounds sterling. Protct Group Ltd is not currently registered for VAT, so no VAT is charged on your order. Delivery charges are shown separately at checkout.

2.2 We reserve the right, by notice given at any time before delivery, to vary the price of the Goods if, after the date of the contract, there is an increase in our total cost of raw materials, production, distribution or overheads. If you are a consumer and the increase is significant, you may cancel and receive a full refund.

2.3 For account customers, normal terms of payment are strictly net within 30 days of delivery or, as the case may be, installation, unless otherwise stipulated by us in writing. Online orders are paid in full at checkout.

2.4 If any payment by a business customer is not made on or before the date due, we reserve the right to charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998, or interest at 1.5 per cent per month, whichever we elect. Such interest runs from day to day, accrues after as well as before judgment, and is compounded monthly on the amount overdue until payment.

3. Delivery

3.1 We deliver to addresses in the United Kingdom only.

3.2 We are deemed to have delivered the Goods either when they have been delivered and off-loaded by us, by whatever means, at the premises of the Buyer or the Buyer's nominee, or when the Goods are ready for collection at our premises.

3.3 Although we will endeavour to deliver on a particular date, for business customers the time for delivery is not of the essence of the contract unless otherwise agreed in writing, and we are not liable for any loss or damage arising directly or indirectly from delay in delivery. For consumers, we will deliver within 30 days of the order unless we agree otherwise with you.

3.4 We may deliver the Goods by instalments and invoice each instalment separately. Each instalment is a separate transaction, and the failure of any one delivery does not affect the due performance of the contract as a whole.

3.5 Where expedited delivery is agreed and it necessitates overtime or additional cost, that cost is payable by the Buyer.

3.6 We may, at our discretion, make a reasonable storage charge for the custody of Goods standing to the credit of the Buyer or to the Buyer's order.

4. Loss or damage in transit

4.1 We are not responsible for damage to, or loss of, the Goods or any part of them in transit unless the Buyer gives us notice in writing of a claim: in the case of damage, partial loss or shortage, within 3 days of receiving the Goods; and in the case of total loss, within 7 days of the date of the invoice. For consumers these periods do not apply — tell us as soon as you reasonably can.

4.2 The Buyer will be asked to sign our delivery note as acknowledgement of receipt. Please inspect the Goods carefully — for business customers, an unqualified signature is taken as acceptance that the Goods are in good condition.

4.3 Our liability for loss or damage in transit is limited to repairing or replacing the damaged or lost Goods. The Buyer must give our representatives an adequate opportunity to inspect the Goods and remove samples for analysis if we ask.

4.4 (Business customers only.) We have no other liability for loss or damage in transit.

5. Our liability

5.1 The conditions and warranties implied by the Sale of Goods Act 1979 and the Supply of Goods and Services Act 1982 apply. To the extent permitted by law, and in contracts with business customers only, all other conditions, warranties and obligations, whether express or implied by statute, common law or otherwise, are excluded, and the remaining provisions of this condition apply instead. We are not liable to a business customer for any indirect or consequential loss, however arising.

5.2 If any of the Goods are found to be defective, and the defect is reported to us in writing — for apparent defects within 14 days of delivery, and for latent defects within 14 days of the date on which the defect could reasonably first have been identified — we may, at our option, repair or replace the Goods, re-execute the services, supply an equivalent quantity of the Goods free of charge ex works, or repay a corresponding proportion of the price. For consumers, this is in addition to (and does not replace) your statutory remedies.

5.3 We have no liability in respect of allegedly defective Goods unless the Buyer gives us written notice and details of the defect within the periods above; gives our representative an adequate opportunity to inspect the Goods and remove samples for analysis; and has used and dealt with the Goods properly. We are not liable where the defect is attributable to the act or default of a person other than us.

5.4 All warnings, data sheets, diagrams and other information about the construction, assembly, use, storage or disposal of the Goods that we make available to the Buyer must be passed on by the Buyer to any person to whom the Buyer supplies the Goods, or any product into which the Goods are incorporated, and the Buyer must impose a similar requirement on that person.

5.5 The Buyer will notify us of any intended application of the Goods other than that contemplated in the information referred to in condition 5.4, so that we can verify that the Goods will be safe for use in that application.

5.6 Nothing in these conditions limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited or excluded.

5.7 Except with our consent, a business customer may not withhold payment of any amount due to us because of a disputed claim of any nature, nor claim a right of set-off, claim or counterclaim in respect of any of our obligations arising in respect of matters other than the contract in question.

6. Passing of property and risk

6.1 Property in the Goods remains with us until the Buyer has paid in full, in cash or cleared funds, for those Goods and for any other Goods we have delivered to the Buyer.

6.2 (Business customers only.) Notwithstanding this reservation of ownership, and subject to condition 6.3, the Buyer has our consent to re-sell as principal, in the ordinary course of the Buyer's business, any Goods that remain our property. In that event the Buyer must remit the proceeds of sale to us up to the amount then owing under condition 6.1, and until we have received those proceeds in cash or cleared funds the Buyer holds them on our behalf, kept separate and readily identifiable.

6.3 If the Buyer has a bankruptcy petition issued against them; goes into liquidation, whether voluntary or compulsory; makes an arrangement with creditors; has an administrator or administrative receiver appointed over any of their assets; or receives a written demand from us to pay overdue sums, then the consent given in condition 6.2 immediately ends, and the Buyer must not sell or use Goods belonging to us, save with our written consent, until we have been paid in full.

6.4 We may recover and dispose of any Goods in which we have retained property under condition 6.1. On the happening of any event in condition 6.3, we or persons authorised by us may enter any premises where those Goods may be, to search for and remove them.

6.5 The Buyer agrees to store all Goods that are our property separately from the Buyer's own goods, so that they are readily identifiable as ours, and to note in its accounting records that the Goods are our property.

6.6 Notwithstanding condition 6.1, the Goods are at the Buyer's risk from the time they are tendered for delivery at the agreed destination, are available for collection by the Buyer, or cease to be in our possession — in particular when they are delivered into the possession or custody of a carrier, forwarding agent, warehouseman or other bailee or agent for transmission. The Buyer must insure the Goods to their full reinstatement value accordingly. If you are a consumer, the Goods are at your risk only from the time they are delivered to you.

7. Termination, suspension and immediate payment

7.1 If a business customer commits any breach of these conditions, including failure to pay any sum on the due date, or if in our opinion the financial standing of the Buyer becomes unsatisfactory, we may — without prejudice to our other rights and remedies — suspend deliveries or installation, and terminate this contract and any other contract between us, forthwith by notice in writing. We may alternatively or additionally require immediate payment for all Goods delivered or supplied under this and any other subsisting contract, payment in advance for any other goods before delivery, and security for payment on terms satisfactory to us. On termination under this condition we are relieved of all liability under the contracts terminated.

8. Events outside our control

8.1 We are not liable for any failure or delay in performing our obligations where that failure or delay results from an event beyond our reasonable control — including strike, lockout, trade dispute, severe weather, hostilities, epidemic, failure of utilities or transport networks, act of God, or a change in law. Where such an event occurs we will contact you as soon as reasonably possible, and the time for performance is extended for the duration of the event. If the event continues for more than 30 days, either party may cancel the affected contract, and we will refund any sums paid in advance for Goods not supplied.

9. Installation

9.1 Where we have agreed to install Goods or carry out repairs, we will provide such technicians as are in our opinion suitable, and may require the Buyer to provide, at the Buyer's expense, labourers, working and storage facilities (including scaffolding where necessary), drawings, equipment, power and services as we consider necessary.

9.2 All sites are assumed to be ready for installation, and the Buyer is responsible for preparing the site, including erecting scaffolding where necessary.

9.3 (Business customers only.) Where we undertake work or provide labour at the Buyer's premises or other premises, the Buyer indemnifies us against all loss, expense and damage incurred by us, and against all third-party claims, arising directly or indirectly from defects in or unsuitability of the works, site, apparatus or plant (other than apparatus or plant provided by us), or from negligence or breach of statutory duty on the part of the Buyer, its employees or agents, or other occupiers.

10. Specification and intellectual property

10.1 Specifications, drawings, data, literature and statements as to dimensions, suitability or performance issued by us in connection with our Goods are offered in good faith but are intended to be approximate only, and do not apply to any particular Goods unless an express and specific guarantee is given to the Buyer separately in writing.

10.2 Except where we expressly agree otherwise in writing, a business customer is responsible for the correct selection of Goods ordered from or offered by us. While we may make recommendations and give assistance, a business customer is not entitled to rely on them and must rely on its own or other technical sources.

10.3 Copyright in drawings, data and literature relating to our Goods remains our property. Where marked or otherwise indicated as confidential, that material, and our confidential manufacturing and operating techniques, must not be disclosed or used except as necessary for the application and use of the Goods in relation to which it was supplied.

10.4 The Buyer must not alter or deface any of our registered trade marks as applied by us to the Goods, or apply to them any other trade mark or wording likely to cause confusion or to injure the reputation of our trade marks.

11. General

11.1 Any notice under these conditions may be delivered by hand or sent by prepaid first-class post to the party's registered office for the time being, or, if the party is not a company, to the address last known to the party giving notice. Notices served by post are deemed served on the second business day after posting. "Business day" means a day other than a Saturday, Sunday, or an English bank or statutory public holiday.

11.2 No failure or delay by us in exercising any of our rights under the contract operates as a waiver of them.

11.3 If any of these conditions, or any part of them, is or becomes invalid or unenforceable, that does not impair or affect the remaining conditions, which continue in full force and effect.

11.4 Condition headings are for ease of reference only and do not affect construction.

11.5 A person who is not a party to the contract has no right to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

12. Export terms (business customers only)

12.1 We ship to the United Kingdom only. Where, exceptionally and by separate written agreement, Goods are supplied for export from the United Kingdom, this condition 12 applies notwithstanding any other provision of these conditions.

12.2 In these conditions, "Incoterms" means the international rules for the interpretation of trade terms of the International Chamber of Commerce in force at the date the contract is made. Where a term defined in Incoterms is used, it has the same meaning here, but if there is any conflict between Incoterms and these conditions, these conditions prevail.

12.3 The Buyer is responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination, and for the payment of any duties.

12.4 Unless otherwise agreed in writing, the Goods are delivered f.o.b. the air or sea port of shipment, and we are under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.

13. Governing law and jurisdiction

13.1 The contract, and any dispute or claim arising out of or in connection with it, is governed by and construed in accordance with the law of England and Wales.

13.2 The courts of England and Wales have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the contract. If you are a consumer resident in Scotland or Northern Ireland, you may also bring proceedings in your local courts.

13.3 The parties may, by written agreement at the time, refer a dispute to arbitration by a single arbitrator under the Arbitration Act 1996 instead of to the courts. Arbitration is optional, and neither party is obliged to agree to it.

14. Contact

Protct Group Ltd, Protct House, City Business Park, Leeds, LS1 5EX, United Kingdom
Email: hello@protct.uk · Telephone: 0113 519 1580