Terms and Conditions

These terms and conditions together with the documents referred to in them (“Terms”) tell you the basis on which we will supply our goods (“Goods”).  Please read these Terms carefully before ordering any Goods from us.  By ordering any of the Goods, you agree to be bound by these Terms.
These Terms only apply if you are a business, trade, profession or acting in the capacity of a director, sole trader or partner (“Business Customer”).
In particular, we draw your attention to clause 13 below where we limit our liability to you.
You can retain a copy of these Terms for future reference or the Terms can be found online at www.carbon-pump-vanes.com “Website”).

1. ABOUT US

1.1 The Goods are provided by Engineered Carbons Limited, t/a Carbon Pump Vanes (“we/us/our”).
1.2 We are registered in England and Wales and have our registered office at 33 (91) Great George Street, Leeds, England LS1 3AJ.
1.3 Our company number is 10897976 and our VAT registration is GB334 1080 41. Our contact email is sales@carbon-pump-vanes.com
1.4 To contact us please write, email or contact us through our online chat portal.

2. ABOUT YOU

2.1 You acknowledge that:
2.1.1 These Terms apply when you purchase or order Goods, through our Websites including www.carbon-pump-vanes.com  (the “Website(s)”) and any other means of placing an order with us (the “Order”) only as a Business Customer for your own business use or resale and
2.1.2 We do not sell direct to retail consumers under these Terms.
2.2 By placing an order with us, you warrant that:
2.2.1. You are a Business Customer;
2.2.2 You are authorised to enter into binding contract on behalf of the business and/or as an individual, you are at least 18 years old and legally capable of entering into binding contracts;
2.2.3 The information that you provide to us during the process of placing an order for Goods is accurate, complete and is not misleading or fraudulent; and
2.2.4 You are fully aware of and understand our Terms.

3. APPLICATION

3.1 These Terms apply to all sales of Goods provided by us to you.
3.2 Unless we expressly state otherwise no contract for the supply of Goods (“Contract”) will come into existence until we despatch the Goods or send you an email confirming that your Goods have been despatched.
3.3 If you purchase Goods by any means other than via our Website, the Contract will not come into existence until either your order (however it is placed) is accepted by the earliest of our written acknowledgement of your order or delivery of the Goods.
3.4 Each Order for Goods by you to us will be deemed to be an offer by you to purchase Goods subject to these Terms. Each Order placed by you to us for Goods and accepted by us will constitute a separate Contract.
3.5 You agree that it is your responsibility to ensure that you have ordered the correct Goods from us and that the Goods are suitable and correct for the purpose(s) they are intended to be used for by you.
3.6 You must ensure that the terms of your Order and any applicable specification is complete, accurate and not misleading. We shall not be held responsible for any inaccuracies, incomplete or misleading information that you provide to us.
3.7 These terms will be incorporated in the Contract to the exclusion of all other terms and conditions. They supersede all prior dealings, negotiations, representations or agreements between us in respect of the subject-matter of the Contract whether written or oral.
3.8 No variation or amendment of this Contract will be valid unless in writing and signed by you and our authorised representative.

4. GOODS

4.1. All brochures, specifications, drawings, catalogues, particulars, shapes, descriptions and illustrations, application guides and information, price lists and other advertising matter are intended only to present a general idea of the Goods described in them and the images of the Goods on the website or otherwise are for illustrative purposes only.
4.2. We reserve the right to deliver Goods of a modified design provided that any difference does not make the Goods materially unsuitable for any purpose you have made known to us.
4.3. We reserve the right to amend any design or specification without prior notification provided that it does not adversely affect the performance of the Goods.
4.4. We cannot guarantee that the appearance and/or colours of Goods shown on the website or otherwise exactly reproduces the appearance and/or colours of the physical Goods themselves. Natural products may show some colour variations.
4.5. All Goods supplied by us are subject to availability.
4.6. We retain all copyright and title to all documentation relating to Goods delivered to you by us. This documentation may only be used for the purposes intended in the Contract and not for any other purpose without our permission. It must be returned on demand.
4.7. Technical specifications are approximations unless specifically stated otherwise.
4.8.     You will not remove, alter, deface, obfuscate or tamper with any of the trade marks, names or numbers affixed to or marked on the Goods nor allow anyone else to do.
4.9.1. Our employees, representatives or agents are not authorised to make any representations concerning the Goods or their installation unless confirmed by us in writing. You acknowledge that you do not rely on any representations that have not been confirmed in writing. Nothing in these Terms affects the liability of either party for fraudulent misrepresentation.
4.9.2. Any advice or recommendation given by our employees, representatives or agents to you or your employees as to the storage, application, use, servicing or maintenance of the Goods which is not confirmed in writing by us is followed or acted upon entirely at your own risk, and we shall not be liable for any such advice or recommendation which is not so confirmed in writing.

5. PRICES

5.1. Subject to clause 5.2, the prices of the Goods will be as quoted at the time the Business Customer places the Order except in cases of error (see clause 5.2.2). The prices may be altered at any time without notification to take into account any increase in our costs (including but not limited to the cost of materials, labour, transport or other overheads, any tax, duty or variation in exchange rates).
5.2. The price you pay for Goods purchased and Ordered is the price displayed at the time we receive your Order.
5.2.1.   While we try and ensure that all our prices quoted at the time of the Order are accurate, some prices may be incorrectly listed on our internal management systems and /or on our Website. If we discover an error in the price of the Goods you have ordered, we will inform you as soon as possible and offer you the Goods at the correct price. We are under no obligation to provide Goods to you at an incorrect, lower price, even after we have acknowledged your Order or despatched the Goods. If we cannot contact you, we will treat the Order as cancelled. If payment has been made and you wish to cancel your Order, you will receive a full refund of the price paid.
5.3. Where there is no error in our pricing as per clause 5.2.1 or otherwise, the price that you pay for the Goods will be those ruling at the date of despatch of the Goods.
5.4. We list prices exclusive of VAT. All prices are exclusive of any other sales tax or duty that may be applicable which will be payable in addition to the price unless otherwise stated.
5.5 International customers may be required to pay additional taxes or import duties at the point of import. We are not responsible for these charges. Prior to ordering you should check with your local import agent or authority to ascertain these costs and procedures for importing from the UK. We are not responsible for delays or non-delivery of goods due to none payment of the import taxes and duties.
5.6. The entire cost of any mode of transport which you may specify will be borne by you, as will delivery to locations outside of the United Kingdom. We reserve the right to request further payment from yourselves where the cost of shipping paid via the website is lower than the actual cost paid by us.

6. QUOTATIONS

6.1. Unless otherwise stated all quotations are valid only for 14 days from their date of publication.
6.2 If items on the quotation are special order items they cannot be cancelled or returned.

7. PAYMENT

7.1. We reserve the right to charge a credit card surcharge if you elect to pay us by credit card.
7.2. Payments by credit or debit card will only be accepted where the card in question has been verified on the Website.
7.3. Without prejudice to any other rights that we may have (including the right to suspend any further deliveries, if you fail to pay the invoice price by the due date, we may charge you interest on any overdue amount from the date of which payment was due to that on which it is made (whether before or after judgment) on a daily basis in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 and reimburse to us all costs and expenses (including legal costs) incurred in the collection of any overdue amount.

8. DELIVERY

8.1. The Goods are delivered to you when we make them available to you at a delivery point agreed by us.
8.2. Time of delivery will not be of the essence and any delivery date is an estimate only. We shall use all reasonable endeavours to avoid late deliveries. You will have the right to cancel any order without liability to us if delivery is more than 30 days late. This clause 8.2 sets out your only remedy for such delay.
8.3. The quantity of any consignment of Goods as recorded by us upon despatch from our place of business will be conclusive evidence of the quantity received by you on delivery unless you can provide conclusive evidence proving the contrary.
8.4. Our liability for non-delivery of the Goods will be limited to, at our discretion, replacing the Goods within a reasonable time, issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods or a refund of the purchase price paid.
8.5. Any claim that any Goods have been delivered damaged or do not materially comply with their description will be notified by you to us and (where appropriate, to the carrier) within 48 hours of their delivery. Provided that you : (i) in the case of Goods damaged in transit, have signed the carriers delivery note or device to the effect that the consignment has been “Received Damaged, (other comments may not be accepted as received damaged) and (ii) you return such Goods to us in accordance with clause 12, we will at our sole discretion replace such Goods, issue you with a credit note for the price of such Goods or refund the price paid for such Goods. The provisions of this clause 8.5 set out your sole remedy in such circumstances.
8.6. Any claim that any Goods have not been delivered to you by us or our appointed carriers where we claim we have delivered the same to you or our appointed carriers have obtained a signature for the delivery of the Goods, such claim must be notified by you to us within 48 hours of their expected delivery, We shall then liaise with our carrier. Once we have reviewed all documentary evidence and statements from the relevant drivers we shall then come back to you within a reasonable timescale of our decision (to replace such Goods, issue you with a credit note for the price of such Goods, refund the price paid for such Goods or to not provide any of the aforementioned) which shall be final and binding. The provisions of this clause 8.6 sets out your sole remedy in such circumstances.
8.7. We may (at our discretion) deliver the Goods by instalments in any sequence. Where the Goods are delivered by instalments, no default or failure by us in respect of any one or more instalments will vitiate the Contract in respect of the Goods previously delivered or undelivered Goods.
8.8. If you fail to take delivery of the Goods or any part thereof at the time agreed for delivery, then we will be entitled to cancel or suspend such delivery and all other outstanding deliveries and to charge you for the loss suffered.

9. UNLOADING

9.1.     It is your responsibility to provide the means for unloading Goods on delivery unless agreed by us in writing. Otherwise we will inform you in advance if any special means will be required to unload the Goods at your premises.

10. STORAGE AND DISPOSAL

10.1.     If you fail to take delivery of the Goods when they are ready for delivery we may, at our option, either store them ourselves or have them stored by third parties on such terms as we may in our own discretion think fit. In any event the cost of storage will be borne by you.
10.2.     You shall be responsible for all costs and expenses arising from and relating to your disposal obligations.

11. RISK AND TITLE

11.1.     Risk in the Goods passes to you when they are delivered to you in accordance with clause 8.1.
11.2.     In accordance with clause 11.1, you will insure the Goods against theft, or any damage howsoever caused until their price has been paid in full.
11.3.     For the purpose of section 13 of the Sale of Goods Act 1979 we will transfer only such title or rights in respect of the Goods as we have.
11.4.     Notwithstanding clause 11.3, passing of title in the Goods will remain with us and will not pass to you until the amount due under the invoice for them or any other outstanding invoice from us to you (including interest and costs) has been paid in full to us (cleared funds).
11.5.     Until ownership of the Goods has passed to you, you must:
11.5.1. Hold the Goods on a fiduciary basis as our bailee;
11.5.2. Store the Goods (at no cost to us) separately from all other products belonging to you or any third party in such a way that they remain readily identifiable as our property;
11.5.3. not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
11.5.4. maintain the Goods in satisfactory condition and keep them insured on our behalf for their full price against all risks to our reasonable satisfaction. On request you will produce the policy of insurance to us; and
11.5.5. hold the proceeds of the insurance referred to in clause 11.5.4 on trust for us and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.
11.6.     You may resell the Goods before ownership has passed to you solely on the following basis:
11.6.1. any sale will be effected in the ordinary course of your business at full market value; and
11.6.2.  any such sale will be a sale of our property on your own behalf and you will deal as principal when making such a sale.

12. REFUNDS POLICY

12.1.     When you return Goods to us:
12.1.1. which are incorrectly supplied and/or are returned as new in their original packaging (and as per 12.1.2), such Goods shall be refunded, exchanged or replaced if they are returned within 14 days of the date of purchase of the Goods and proof of purchase (in the form of our invoice for the original supply of the Goods) is supplied; and
12.1.2. for any other reason, we will examine the returned Goods and will notify you in writing or via e-mail within a reasonable time of the refund (if any at all) to which you are entitled. We will usually process the refund due to you as soon as possible thereafter. For any entitlement of a refund to be due to you, the returned Goods must be in the same condition in which you received them with the original packaging and the product documentation. The Goods must not have been used and, where applicable, must not have been removed from the sealed clear packaging, and Goods can be resold as new. Goods returned to us because they fail to comply with the Warranty shall be refunded in accordance with the provisions of the Warranty Conditions.
12.1.3 only returns authorised prior to return with the correct returns number on the outside of the packaging will be accepted. Authorised returns must be returned to our warehouse address not our registered office address at your cost.

12.2.     “Special Order” means any Goods that are not held in stock by us and are therefore ordered and/or manufactured specifically as per your request. Special Orders are non-refundable except at our sole discretion. We reserve the right to apply a restocking fee, which shall be deducted from any refund due to you.
12.3.     We will normally refund any money due to you using the same method originally used by you to pay for your purchase.  This may take your bank approximately 3-5 working days from the date the refund is processed by us.
12.4.     Please Note: we will not accept responsibility for loss or damage of returning Goods during transit.

13. LIMITATION OF LIABILITY

13.1.     Subject to the provisions of these terms, the following provisions set out the entire financial liability of us (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you in respect of:
13.1.1. Any breach of these terms; and
13.1.2. any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
13.2.     All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979 (as amended)) are, to the fullest extent permitted by law, excluded from the Contract.
13.3.      Nothing in these terms excludes or limits our liability:
13.3.1. for death or personal injury caused by our negligence;
13.3.2. for fraud or for fraudulent misrepresentation; or
13.3.3. for any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.
13.4.     Subject to clause 13.3, we will not be liable to you for:
13.4.1. any indirect or consequential, special or punitive loss, damage, costs or expenses;
13.4.2. loss of profit
13.4.3. loss of business;
13.4.4. loss of income or revenue;
13.4.5. loss or corruption of or damage to data;
13.4.6. waste of management or office time; or
13.4.7. depletion of goodwill
13.5.     Subject to clause 13.3, our total liability to you under or connected with these terms will not exceed 100% (one hundred per cent) of the price payable for the Goods for any one event or series of connected events.

14. TERMINATION AND SUSPENSION

14.1.     We may at our discretion suspend or terminate the supply of any Goods if you fail to make any payment when and as due or otherwise defaults in any of your obligations under the Contract or any other agreement with us
14.2.     On the termination of the Contract for any reason:
14.2.1. we will not be obliged to supply any Goods ordered by you unless already paid for; and
14.2.2. all payments payable to us under the Contract will become due immediately upon termination of this Contract despite any other provision.
14.3.     The termination of this Contract will not affect the respective rights and liabilities of each of the parties thereto which accrued prior to such termination nor any provisions which either expressly or impliedly are to remain in operation after termination.
14.4.     Orders accepted by us are cancellable only at our discretion and we may charge for all work carried out or expenses incurred in relation to the order before our acceptance of cancellation.

15. FORCE MAJEURE

15.1.     We will not be liable for any failure in the performance of any of our obligations under the Contract caused by factors outside our control.

16. LAW AND JURISDICTION

16.1.     This Contract will be governed by English law and you consent to the exclusive jurisdiction of the English courts in all matters regarding it.

17. NOTICES

17.1.     Any notice given under this Contract will be in writing and may be served personally, by registered or recorded delivery mail, by facsimile transmission, by email or by any other means which any party specifies by notice to the other.
17.2.     Each party’s address for the service of notice will be:
17.2.1. Us – the address specified in clause 1.2 or such other address and facsimile number as we specify by notice to you; and
17.2.2. You – the address and facsimile number given to us at the time an order is placed with us.
17.3.     A notice will be deemed to have been served: if it was served in person, at the time of service, if it was served by post, 48 hours after it was posted, if it was served by facsimile transmission, at the time of transmission and if via email once it has been transmitted.

18. GENERAL

18.1.     Each of our rights or remedies under the Contract is without prejudice to any other right or remedy that we may have whether under the Contract or not.
18.2.     If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it will to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision will continue in full force and effect.
18.3.     Failure or delay by us in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of our rights under the Contract.
18.4.     Any waiver by us of any breach of, or any default under, any provision of the Contract by you will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.
18.5.     Neither of us intend that any term of this Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

19. OEM (Original Equipment Manufacturers)

19.1 All Goods are not OEM parts unless specifically stated by us in writing. The use of OEM part numbers, codes and references are purely for reference and identification purposes only.