1. General – Terms and Conditions of Sale
1.1 These terms and conditions apply to all sales made by Processplus Ltd, and they take precedence over any other agreements or modifications proposed by the Purchaser. The Seller, Processplus Ltd, may agree to the Purchaser's proposed terms only if it is expressly confirmed in writing by an authorised signatory of Processplus Ltd. If the Seller does not agree to these terms, the Purchaser must contact Processplus Ltd to discuss potential modifications, which must be documented in writing and signed by an authorised signatory of Processplus Ltd.
2. Misrepresentation Act
2.1 Information and technical data found in catalogues and technical publications are provided for guidance purposes only. Processplus Ltd is not responsible for errors or misinterpretations of this information.
2.2 Processplus Ltd does not assume liability for any verbal representations regarding its products.
2.3 While Processplus Ltd may offer guidance in writing, based on its experience and good faith, it does not guarantee satisfactory product performance if the guidance is followed. This provision does not apply when Processplus Ltd is contracted to provide a fully installed and commissioned solution.
3. Acceptance of Order
3.1 An order is considered accepted only after Processplus Ltd sends a written acknowledgment to the Purchaser.
4. Alterations
4.1 Processplus Ltd reserves the right to make changes to its products without prior notice or liability.
5. Cancellation of Orders
5.1 If a Purchaser cancels an order, they are responsible for compensating Processplus Ltd for any resulting losses. Processplus Ltd may request compensation not exceeding 25% of the purchase price of the cancelled order without requiring proof of loss.
6. Delivery & Delivery Charges
6.1 Processplus Ltd will select the method of transport for all products unless otherwise agreed upon with the Purchaser. The Purchaser is responsible for covering all transport and handling charges, unless explicitly stated in the quotation.
6.2 Charges for repairs are subject to transport and handling fees.
6.3 Upon arrangement, Processplus may offer express delivery within mainland Great Britain, subject to an additional express delivery charge.
6.4 The Purchaser may, by arrangement, collect products from Processplus Ltd on short notice, subject to an express handling charge.
6.5 While Processplus Ltd will make an effort to meet the Purchaser's delivery date requirements and provide estimated dispatch times, it is not liable for any losses resulting from delays in dispatch or delivery.
6.6 Detailed information on transport, handling, restocking, delivery, and express charges is available from Processplus Ltd upon request.
7. Risk
7.1 Products are at the risk of the Purchaser from the time of dispatch, and the Purchaser is liable for the invoice value. Claims regarding incorrect deliveries, shortages, damage to goods in transit, or other discrepancies must be made in writing to both Processplus Ltd and the Carrier within 7 days of delivery. Such claims may be considered if the goods are unused and in their original packaging. Claims for non-delivery may also be considered if reported to Processplus Ltd within 7 days of the invoice's dispatch date.
7.2 Processplus Ltd is not responsible for any loss or damage to products returned for repair or credit, unless Processplus Ltd agrees to repair or replace them under warranty and the Purchaser provides a separate notice to Processplus Ltd at the time of dispatch, without negligence in packing, addressing, or choosing the transport for the returned products.
8. Price
8.1 The price payable by the Purchaser is the prevailing list price at the time of dispatch, minus any agreed-upon discounts. Processplus Ltd reserves the right to adjust list prices and discounts, with an attempt to provide one month's notice for such changes. Prices quoted by Processplus Ltd do not include VAT, which will be added at the applicable rate.
9. Terms of Payment
9.1 Invoiced prices are strictly net and must be paid within 30 days from the date of the invoice unless otherwise agreed upon in writing.
9.2 If the Purchaser fails to make a timely payment, Processplus Ltd, without prejudice to other rights or remedies, may:
9.2.1 Cancel the contract/order or suspend further deliveries.
9.2.2 Apply any payment received to the products of its choosing (regardless of the Purchaser's intended allocation).
9.2.3 Charge interest on the unpaid amount at a rate of 3% per annum above The Royal Bank of Scotland base rate from time to time, until full payment is received.
10. Transfer of Ownership
10.1 Processplus Ltd retains ownership of the products until full payment of the invoiced price is received. The Purchaser must carefully hold and identify the products as the property of Processplus Ltd, keeping them separate from other goods and properly stored, protected, and insured. The Purchaser can resell Processplus Ltd products in the regular course of business, provided that the sale proceeds are accounted for and kept separate from other finances.
10.2 Until ownership of the products is transferred, Processplus Ltd has the right to request the return of the products at any time and, if necessary, may enter the premises where the products are stored to repossess them. If the Purchaser pledges or charges the products in any way, Processplus may require immediate payment of all outstanding amounts.
11. Products
11.1 Products returned for credit require prior written permission from Processplus Ltd and must be new, undamaged, including all packaging and suitable for resale. Credit will be issued at the price paid by the Purchaser, with handling and restocking charges deducted.
12. Products returned for Service
12.1 Processplus Ltd may provide a service quotation for products returned by the Purchaser. If the quotation is not accepted within one month, Processplus will return the products at the Purchaser's expense, or the Purchaser can arrange for collection. If Processplus Ltd deems a product unserviceable, it will be returned or collected at the Purchaser's expense.
13. Warranty
13.1 The Purchaser receives a warranty identical to Processplus Ltd.’s principals, which is valid for a minimum of 12 months from the date of dispatch. Unless this differs due to any other written agreements in place.
13.2 The warranty covers faulty manufacturing and defective materials. It becomes void if the product is repaired or altered without Processplus Ltd.’s agreement, used for an unintended purpose, or installed or applied contrary to Processplus Ltd.'s instructions or recommendations.
13.3 The Purchaser is responsible for all costs associated with returning products to Processplus Ltd for warranty repair. If Processplus Ltd agrees to repair products elsewhere, the Purchaser must cover the consequential travel and expenses of Processplus Ltd employees performing the work.
13.4 Processplus may, at its discretion, repair or replace products that fail within the warranty period but is not responsible for erecting, dismantling, reinstallation, freight, or any other costs related to these products.
13.5 When returning a product under warranty, the Purchaser must enclose a description of the failure and send a separate advice note within 48 hours, detailing the product being returned and the dispatch method. Returned products must be free of extraneous equipment and sealed against foreign matter. Within Great Britain, Processplus Ltd will cover the freight costs for returning repaired or replaced products under warranty.
13.6 The warranty is non-transferable from the original Purchaser.
13.7 Products outside the warranty period require Processplus Ltd.'s agreement before being returned.
14. Secondary Damage
14.1 Processplus Ltd is not liable for any damage to property or consequential losses, such as loss of products, loss of profit, or loss of stored goods, resulting from defects or delivery delays, regardless of the cause, including faulty manufacturing.
15. Association
15.1 The Purchaser must declare that all purchased goods will not be diverted to embargoed nations, including Cuba, Iran, Sudan, Syria and North Korea, or to military end-users in China or Russia.
15.2 Orders will not be processed if a Purchaser has more than 25% of its shares owned by Russian individual or businesses. If this circumstances is discovered after an order has been processed, the order will be cancelled immediately.
16. Arbitration Scottish law
Any dispute arising from these shall be resolved by arbitration, should either the Purchaser or Processplus so request in writing. Failing agreement as to identity of the arbitrator within 30 days of the date of such written request the arbitrator will be appointed by the President for the time being of the Chartered Institute of Arbitrators or his Disputy should either the Purchaser or Processplus so request in writing.
