Definitions and Interpretation
In these Terms, the following definitions apply:
'Business Day' means any day other than a Saturday, Sunday or bank or public holiday in England.
"Business Hours" mean from 9.00 a.m. to 5.00 p.m. on a Business Day.
"Goods" mean Products or Services (or part of them) set out in the Order.
"IP Rights" mean patents, rights to inventions, copyright, trademarks, business names and domain names, the right to sue for passing off, rights in designs, database rights, rights to confidential information (including know-how) and all other intellectual property rights, whether registered or unregistered and whether granted or applied for, in any part of the world.
"Order" means your order for the supply of Goods, as set out in our written acceptance of your order or your written acceptance of our quotation.
“Plain Air” (or ‘we’ or ‘us’) means Plain Air Ltd.
“Price” means the cost of any product or service, with or without taxes as applicable.
“Product” means a product offered for sale by Plain Air.
“Services” means any service provided or offered by Plain Air.
"Terms" mean these Terms and Conditions.
"We" or "Us" means Plain Air Ltd.
“Website” means the website at www.plainair.co.uk.
"Writing" or "written" includes emails.
“You” means a commercial customer, or user of this Website.
The clause headings are for convenience only and will not affect interpretation;
Singular and plural references are interchangeable
Application and Entire Agreement
These Terms apply to the purchase of Goods by you from Plain Air Ltd, a company registered in England and Wales number 11598608 whose registered office is at Nanfield, Exmouth Road, Exeter, Devon, EX3 0PZ.
Plain Air acts as both an online and direct retailer, governed by UK law, and nothing in these Terms serves to reduce your rights or responsibilities under the law except where specifically detailed.
A contract for the supply of the Goods based on these Terms will come into force when we accept your Order, by communicating that acceptance to you or from the date of any delivery of the Goods (whichever happens earlier).
The Order (once accepted), the Terms and the quotation, together with any additional or altered terms agreed in writing between us beforehand (together, the "Contract") apply to the purchase and sale of any Goods between us and you to the exclusion of any other terms. You agree that you have not relied on any statement, promise, representation, assurance or warranty made or given by us or on our behalf which is not set out in the Contract and to be bound to these terms.
The description of the Goods is set out in the website, in product manuals and in our sales documentation. In accepting a quotation or making an Order you acknowledge that you have not relied upon any statement, promise or other representations about the Goods by us other than in these formal descriptions. Descriptions of the Goods set out in our sales documentation are intended as a guide only.
We may make changes to the specification of the Goods in order to conform to any applicable safety, statutory or regulatory requirements.
The Price of the Goods is set out in our quotation current at the date of your Order or such other Price as we may agree in writing.
If the cost of the Goods to us increases due to any factor beyond our reasonable control including, but not limited to, material costs, labour costs, alteration of exchange rates or duties, or changes to delivery rates, or if you request a change in delivery dates, quantities or types of Goods ordered, or if you give us instructions or fail to give us adequate or accurate information or instructions which causes us delay, we can increase the Price of the Goods prior to delivery, but only after we have told you about it in writing.
We may, entirely in our discretion, offer discounts, based on volumes or other factors.
The Price is exclusive of fees for packaging and transportation, delivery and insurance, for which you will be liable in addition.
Prices are shown with and without VAT as applicable and any other taxes or levies which are imposed or charged by any competent authority, for which you will be liable in addition. Our VAT number is 320 0875 38
Prices shown on the website or quoted by our representatives for products are intended to be correct at all times. However, mistakes can occur or products may not be immediately available and we retain the right to correct pricing errors or changes up to our acceptance of your Order.
Payment terms will be agreed between you and us prior to acceptance of the Order.
We will invoice you in accordance with that agreement and your fulfilment of the payment terms will be a material requirement of the contract between us. You should check that the payment terms quoted by us are acceptable to you prior to making an Order.
Where payment terms are not specifically stated for any Order the following default position shall apply:
We will invoice you either:
On or at any time after delivery of the Goods; or
Where the Goods are to be collected by you or where you wrongfully do not take delivery of the Goods, at any time after we have notified you that the Goods are ready for collection or we have tried to deliver them.
You must pay the total amount invoiced (or any balance) within 7 business days of the date of our invoice, in full (without set off, deduction or counter-claim) and in cleared funds.
You must make payment even if delivery has not taken place for reasons beyond our control and/or if the title in the Goods has not yet passed to you.
If you do not pay within the period set out above, we may suspend further deliveries to you and without limiting any of our other rights or remedies, charge you interest at the rate of 8% above the base rate of the Bank of England from time to time on the amount outstanding until full payment is received. All payments must be made in British Pounds unless otherwise agreed in writing between us.
Time for payment will be of the essence of the Contract between us and you.
Cancellation and alteration
Details of the Goods as described in our sales documentation are subject to alteration without notice and are not a contractual offer to sell the Goods which is capable of acceptance.
A quotation (including any non-standard price negotiated) is valid for a period of 15 Business Days only from the date shown unless otherwise expressly stated by us.
Either party can cancel an Order for any reason prior to your acceptance (or rejection) of the quotation.
Any variation of the standard cancellation terms for services will be detailed in the quotation to you and will form a material part of the quotation.
We will arrange for the delivery of the Goods to the address specified in the quotation or your Order or to another location we agree in writing.
If you do not specify a delivery address, or if we both agree in writing, you must collect the Goods from our premises.
Delivery of the Goods shall be completed on arrival at your premises or, if you are collecting, on completion of loading at our premises.
Subject to the specific terms of any special delivery service, delivery can take place at any time of a Business Day and must be accepted between 8am and 6pm.
If you do not take delivery of the Goods, we may at our discretion and without prejudice to any other rights:
Store or arrange for the storage of the Goods and will charge you for associated costs and expenses including, but not limited to, transportation, storage and insurance; and/or
Make arrangements for the redelivery of the Goods and will charge you for the costs of such redelivery; and/or
Where you have not made payment for the Goods, after 10 Business Days, resell or otherwise dispose of part or all of the Goods and charge you for any shortfall below the Price of the Goods.
If re-delivery is not possible, as set out above, you must collect the Goods from our premises.
Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. We will not be held liable for any delay in delivery of the Goods that is caused by a circumstance beyond our reasonable control or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
We may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery of or a defect in an instalment shall not entitle you to cancel any other instalment.
You must inspect the Goods on delivery or collection. If you identify any damage or shortages, you must inform us in writing within 3 days of delivery, providing details.
Other than by agreement, we will only accept returned Goods if we are satisfied that those Goods are defective. We will repair, replace, or refund the Goods or part of them as appropriate.
We will be under no liability or further obligation in relation to the Goods if:
You fail to provide notice as set above; and/or
You make any further use of the Goods after giving notice under this clause and/or
The defect arises because you did not follow our instructions about the storage, commissioning, installation, use or maintenance of the Goods; and/or
The defect arises from normal wear and tear of the Goods; and/or
The defect arises from misuse or alteration of the Goods, negligence, wilful damage or any other act by you, your employees or agents or any third parties.
You bear the risk and cost of returning the Goods.
Acceptance of the Goods will be deemed to be upon inspection of them by you and in any event within 4 days after delivery.
Risk and Title
8.1 The risk in the Goods will pass to you on completion of delivery, as defined in these Terms.
8.2 Title to the Goods will not pass to you until we have received payment in full (in cash or cleared funds) for the Goods and/or any Services that we have supplied to you in respect of which payment has become due.
8.3 You may not re-sell the Goods or use them in the course of your business until we have received full payment for the Goods.
8.4 Until title of the Goods has passed to you, you must hold the Goods on our behalf; store them separately, in original packaging and away from all other goods in your possession or control so that they remain readily identifiable as our property; not remove, deface, or obscure any identifying mark or packaging on or relating to the Goods; keep the Goods in satisfactory condition and keep them insured against all risks for their full value from the date of delivery.
If before title to the Goods has passed to you, and without limiting any other right or remedy we may have, we can at any time require you to deliver up the Goods in your possession, custody or control and, if you fail to do so immediately on demand, you hereby grant to us and our authorised representatives the irrevocable licence and permission to enter any of your premises or vehicles or of any third party where the Goods are stored, loaded or to be used in order to recover them.
We can terminate the sale of Goods under the Contract by notice taking effect immediately where:
You fail to pay any amount due to us on the due date for payment, or
You commit a material breach of your obligations under these Terms, or
You commit a material breach of your obligations under these Terms, or
You are or become, or, in our reasonable opinion, are about to become the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtors, or
You enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with your creditors, or
You convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder, a resolution is passed or petition presented to any court for the winding up of your affairs or for the granting of an administration order, or any proceedings are commenced relating to your insolvency or possible insolvency or if anything analogous to any of the foregoing occurs in relation to you in any jurisdiction, or
If your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
Without limiting our other rights or remedies, we may suspend all further deliveries of Goods under the Contract or any other contract between you and us if you fail to pay any amount due under this Contract on the due date for payment, you become subject to any of the events listed, or we reasonably believe that you are about to become subject to any of them.
On termination of the Contract for any reason:
You shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has yet been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt;
The accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
Clauses which expressly or by implication have effect after termination shall continue in full force and effect.
Circumstances outside Control
Neither party shall be liable for any failure or delay in performing their obligations resulting from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storm, earthquake, act of terrorism, war, or governmental action.
Limitation of Liability
Our liability for breach of the Contract, any breach of statutory duty, and for any tort (including negligence and misrepresentation) or otherwise will be limited as set out in this clause.
Subject to the clauses above on Inspection, Risk and Title, all warranties, conditions or other terms implied by statute or common law (save for those implied by Section 12 of the Sale of Goods Act 1979 (“S12”)) are excluded to the fullest extent permitted by law.
If we do not deliver the Goods our liability is limited, subject to the provisions of this clause, to the costs and expenses incurred by you in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the Goods.
We will not be liable (whether caused by our employees, agents or otherwise) in connection with the Goods, for:
Any indirect, special or consequential loss, damage, costs or expenses; and/or
Any loss or profits, loss of anticipated profits, loss of business, loss of data, loss of data, loss of reputation or goodwill, business interruption, or, other third party claims; and /or
Any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control;
Any losses caused directly or indirectly by any failure or breach by you in relation to your obligations; and/or
Any losses relating to the choice of the Goods and how they will meet your purpose or the use by you of the Goods supplied.
Our total liability will not, in any circumstances, exceed the total amount of the Price payable by you.
The exclusions and limitations of liability contained within this clause will not exclude or limit our liability for; death or personal injury caused by our negligence; breach of S12; defective products under the Consumer Protection Act 1987; or for any matter for which it would be illegal for us to exclude or limit our liability; and fraud or fraudulent misrepresentation by us.
All notices under these Terms must be in writing and signed by, or on behalf of, the party giving notice or a duly authorised officer of that party. Notices will be deemed to have been duly given:
When delivered, if delivered by courier or other messenger (including special delivery mail) during the normal Business Hours of the recipient;
When sent, if transmitted by email and no failure message is received.
On the second Business Day following mailing, if mailed by 1st class ordinary mail.
All notices under these Terms must be addressed to the most recent address or email address notified to the other party.
Assignment and Other Dealings
We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of our rights under the Contract and may subcontract or delegate in any manner any or all of our obligations under the Contract to any third party.
You shall not, without our prior written consent, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of your rights or obligations under the Contract.
No Partnership or Agency
Nothing in these Terms or any Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
A person who is not a party to the Contract shall not have any rights to enforce its terms.
Except as set out in these Terms, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by us.
No waiver by us of any breach of these Terms by you shall be considered as a waiver of any subsequent breach of the same or any other provision.
If one or more of these Terms is found to be unlawful, invalid, or otherwise unenforceable, that/those provisions shall be deemed severed from the remainder of these Terms (which will remain valid and enforceable).
Either party shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes, or initiatives which are of a confidential nature and have been disclosed by the other party or its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or court.
This clause shall survive termination of the Contract.
Law and jurisdiction
These Terms and any Contract are governed by and interpreted according to English Law and all disputes arising shall be subject to the exclusive jurisdiction of the English courts.