The Proton Group Limited ("Proton")

Standard Terms and Conditions of Sale ("the Conditions")

1.

Agreement

1.1

Proton is the supplier of specialist hygiene and cleaning materials ("the Products") and the Customer (as identified in the Order Confirmation) wishes to order the Products from Proton.

1.2

Any order placed by the Customer for the Products may be accepted by Proton at its sole option. Upon acceptance of the order Proton shall issue a written Order Confirmation.

1.3

Proton shall sell and the Customer shall purchase the Products subject to the Conditions, which together with the Order Confirmation shall form the contract between the parties for the sale and purchase of the Products ("the Contract"). If the Conditions are varied in respect of any Contract, the details of such variation may be set out in the Order Confirmation. Otherwise, no variation to the Conditions shall be binding unless agreed in writing by a director of Proton.

1.4

The Customer acknowledges that the terms of the Contract shall prevail over any general, specific or standard terms and conditions put forward by the Customer or any qualification or condition purported to be imposed by the Customer and/or any previous course of dealing between the Customer and Proton in respect of the supply of the Products.

1.5

The agents of Proton are not authorised to make any representations concerning the Products and any such representation shall not have effect unless confirmed by Proton in writing, and in entering into the Contract the Customer acknowledges that it does not rely on any such representations which are not so confirmed. Furthermore, any advice or recommendation given to the Customer by agents of Proton as to the storage, application or use of the Products which is not confirmed in writing by Proton is followed or acted on entirely at the Customer's own risk, and accordingly Proton shall not be liable for any such advice or recommendation which is not so confirmed.

1.6

Any typographical, clerical or other error or omission in any sales literature, Order Confirmation, invoice or other document or information issued by Proton shall be subject to correction without any liability on the part of Proton.

2.

Orders and Specification

2.1

The Customer shall be responsible to Proton for ensuring the accuracy of the terms of any order submitted, and for giving Proton any necessary information relating to the Products within a sufficient time to enable Proton to perform its obligations in accordance with the terms of the Contract.

2.2

Any order submitted by the Customer shall not be deemed to be accepted by Proton unless and until an Order Confirmation is issued by Proton.

2.3

The Customer acknowledges that all orders for the Products are accepted by Proton subject to availability of the Products. The quantity, quality and description of the Products and any specification for them shall be as set out in the Order Confirmation.

2.4

Proton shall be entitled to make any changes at any time to the specification of the Products which may be required to conform to any applicable statutory or EU requirements.

2.5

No order which has been accepted by Proton may be modified or cancelled by the Customer except with the agreement in writing of Proton and on terms that the Customer shall indemnify Proton in full against all losses (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by Proton as a result of such modification or cancellation.

2.6

The Customer shall promptly obtain all necessary import licenses, clearance and other consents necessary for the supply of the Products. Proton shall promptly upon reasonable request supply all documents reasonably required by the Customer for this purpose.

3.

Price and Additional Charges

3.1

The price of the Products and delivery charges (where applicable) ("the Price") shall be as indicated to the Customer in the Order Confirmation (or as otherwise determined pursuant to paragraph 3.2 below).

3.2

If Proton has quoted a price to the Customer then such quoted price shall be valid for 30 days only or until earlier acceptance by the Customer, after which time such price may be altered by Proton without giving notice to the Customer.

3.3

Proton shall be entitled, by giving written notice to the Customer at any time before delivery, to increase the Price to reflect any increase in the cost to Proton which is due to any factor beyond the control of Proton (including, without limitation, any alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture, any change in delivery dates, quantities or specifications for the Products which is requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give Proton adequate information or instructions).

3.4

Save as expressly provided in writing by Proton, all prices are in GBP and are exclusive of any applicable Value Added Tax and/or other government taxes, which the Customer may be additionally liable to pay to Proton.

3.5

Unless expressed otherwise in writing by Proton, the minimum order value for goods and parts to which free delivery applies is £85-00 (exclusive of VAT).

3.6

For orders below the minimum order value described in paragraph 3.5 a delivery surcharge will be applied. Urgent deliveries will be charged to the Customer at cost. A list of applicable delivery surcharges can be obtained upon request from Proton Customer Services.

4.

Payment

4.1

Subject to paragraph 4.2 Proton shall invoice for the Price upon issue of the Order Confirmation and the due date for payment of the invoice (notwithstanding delivery of the Products) shall be 30 days after the date of issue of the invoice.

4.2

The Customer shall make payment in advance in respect of orders below the minimum order value described in paragraph 3.5.

4.3

Payment shall be made in full without any deduction or set-off from the invoice value.

4.4

Proton may accept payments by BACS, telegraphic transfer, cheque, or by use of most major credit or debit cards. Receipts for payment will be issued only on request.

4.5

The parties agree that the time of payment shall be of the essence of the Contract. If the Customer fails to make payment in full before the end of the calendar month following the month in which the invoice was issued then without prejudice to any other right or remedy available to Proton, Proton may;
(1) charge the Customer interest on the amount unpaid (at the rate of three per cent per annum above the base lending rate of the Lloyds TSB Bank plc from time to time) from the due date for payment until the date that payment is made in full; and/or
(2) suspend or cancel delivery of the Products due to the Customer.

5.

Delivery

5.1

Delivery of the Products shall be made to the delivery address identified in the Order Confirmation.

5.2

Any expected delivery dates quoted in the Order Confirmation are approximate only, and unless previously agreed by Proton in writing, the parties agree that time for delivery shall not be of the essence of the Contract.

5.3

The Products may be delivered by Proton in advance of the expected delivery dates quoted in the Order Confirmation on Proton giving reasonable notice to the Customer.

5.4

Proton shall use all reasonable efforts to deliver on or before expected delivery dates but shall not be liable for any loss or damage whatsoever due to any failure (howsoever caused) to deliver the Products (or any of them) by the expected delivery dates quoted in the Order Confirmation, or at all.

5.5

If the Products are to be delivered in instalments, each delivery shall constitute a separate contract and any failure by Proton to deliver any one or more of the instalments in accordance with the Contract or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as a whole as repudiated.

5.6

Notwithstanding that Proton may have delayed or failed to deliver the Products (or any of them) promptly the Customer shall be bound to accept delivery and pay for the Products in full provided that delivery shall be tendered at anytime within 3 months of the expected delivery dates quoted in the Order Confirmation.

5.7

Unless otherwise agreed in advance in writing by Proton the Customer shall be responsible for unloading the Products from the delivery vehicle at all times and Proton shall not be required to investigate whether any person accepting delivery of the Products on behalf of the Customer at the Customer's premises is duly authorised.

5.8

If the Customer fails to take delivery of the Products or fails to give Proton adequate delivery instructions (otherwise than by reason of any cause beyond the Customer's reasonable control or by reason of Proton’s fault) then, without limiting any other right or remedy available to Proton, Proton may:
(1) store the Products until actual delivery and charge the Customer for the reasonable costs of storage (including insurance); and/or
(2) sell the Products at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the price of the Products under the Contract or charge the Customer for any shortfall below the price of the Products under the Contract.

5.9

If containers or packages are stated by Proton to be returnable they shall be returned in good condition (fair wear and tear excepted). Containers or packages which are not returned within a reasonable period in good condition will be charged to the Customer in accordance with Proton's standard rate operating at the time.

6.

Acceptance

6.1

The Customer shall inspect the Products as soon as is reasonably practical following delivery thereof and shall notify Proton in writing within three working days of delivery of any claims in respect of damage to or alleged defect in the Products. If the Customer fails to give such notice, the Products shall be conclusively presumed to be free from any defects which would be apparent on reasonable examination thereof and the Customer shall be deemed to have accepted the same.

7.

Passing of Risk and Title

7.1

Risk of damage to or loss or destruction of the Products shall pass to the Customer at the time of delivery of the Products to the Customer.

7.2

Notwithstanding delivery and the passing of risk in the Products, the property in the Products shall not pass to the Customer until Proton has received in cash or cleared funds payment in full of the Price and the price of all other products agreed to be supplied by Proton to the Customer for which payment is then due (whether under the Contract or otherwise).

7.3

Until such time as the property in the Products passes to the Customer, the Customer shall hold the Products as Proton's fiduciary agent and bailee and shall ensure that the Products are properly protected, insured, identified and stored separately from all other goods or products in its possession and marked in such a way that they are clearly identified as Proton's property (at no cost to Proton). Notwithstanding the above, the Customer may use the Products in the ordinary course of its business.

7.4

Until such time as the property in the Products passes to the Customer, (and provided the Products are still in existence), Proton may at any time require the Customer (at its own cost) to deliver up the Products to Proton. If the Customer fails to do so forthwith, Proton shall be entitled to repossess any of the Products in which title remains vested in Proton and thereafter re-sell the same (and the Customer hereby grants an irrevocable right to Proton to enter upon the Customer's premises or the premises of any third party at any time for this purpose).

8.

Warranties and Liability

8.1

Subject to the following provisions, Proton warrants that the Products will correspond with their specification at the time of delivery and will be free from defects in material and workmanship. Proton gives no warranty that the Products can be used for any particular purpose or in any manner other than as specifically stated in Proton's written recommendations.

8.2

Proton shall not be liable for any damage to or deterioration of the Products that may occur after delivery due to unsuitable storage conditions, misuse or any cause other than an inherent defect in the Products.

8.3

Subject as expressly provided in the Conditions, all warranties, conditions or other terms implied by statute or common law as to the quality and/or fitness for purpose of the Products or otherwise are excluded to the fullest extent permitted by law. Proton shall be under no liability under any other warranty, condition or guarantee if the Price has not been paid by the due date for payment.

8.4

Upon the acceptance of the delivery the Customer shall not be entitled to reject the Products and Proton shall have no liability for such defect or failure, and the Customer shall be bound to pay the Price as if the Products had been delivered in accordance with the Contract.

8.5

If the Products are the subject of a claim or complaint by the Customer the Customer shall afford Proton the opportunity to examine the Products promptly before they have been further handled, used or otherwise dealt with, failing which, Proton shall be released from any liability in respect of such claim or complaint.

8.6

Where a valid claim in respect of any of the Products which is based on a defect in the quality or condition of the Products or their failure to meet specification is notified to Proton in accordance with the Contract, Proton may (without penalty) replace the Products free of charge or at its sole option credit or refund to the Customer the price of the Products (or a proportionate part of the Price) in which case Proton shall have no further liability to the Customer.

8.7

Proton shall not be liable to the Customer by reason of any representation (unless fraudulent) or any implied warranty or condition or other term or duty at common law or under the express terms of the Contract for loss of profit or for any indirect special or consequential loss or damage costs expenses or other claims for compensation whatsoever (whether caused by the negligence of Proton, its employees or agents or otherwise) which arises out of or in connection with the supply of the Products (including any delay in supplying or any failure to supply the Products in accord¬ance with the Contract or at all) or their use by the Customer.

8.8

The entire liability of Proton under or in connection with the Contract shall not exceed the price of the Products (provided always that nothing herein shall exclude Proton's liability in respect of personal injury or death arising through the negligence of Proton).

8.9

Proton shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of its obligations in relation to the Products if the delay or failure was due to any cause beyond its reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond Proton’s reasonable control:
(1) act of God, explosion, flood, tempest, fire or accident, war or threat of war, sabotage, insurrection, civil disturb¬ance or requisition;
(2) acts, restrictions, regulations, bye-laws, prohibitions, import or export regulations or embargoes or measures of any kind on the part of any governmental, parliamentary or local authority; or
(3) strikes, lock-outs or other industrial actions or trade dis¬putes (whether involving employees of Proton or of a third party) or difficulties in obtaining raw materials, labour, fuel, parts or machinery or power failure or breakdown in machinery.

9.

Default by the Customer

 

If the Customer fails to make payment for the Products in accordance with the Contract or commits any other breach of the Contract or makes a voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction) or an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer or the Customer ceases, or threatens to cease, to carry on business or Proton reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and Proton notifies the Customer accordingly then without limiting any other right or remedy available to Proton, Proton shall be entitled (at its sole option) to:

9.1

withhold delivery of the Products until payment is made in full and (if applicable) store the Products at its premises at the expense and risk of the Customer;

9.2

treat the Contract or any part thereof as repudiated and recover from the Customer by way of damages, any loss or expense which Proton may suffer or incur thereby; and/or

9.3

rescind forthwith or suspend, for a definite or indefinite period, performance by Proton of any Contract between Proton and the Customer (and in such event Proton shall not be liable to the Customer in damages or otherwise in respect of such rescission or suspension and the Customer shall not be entitled to treat any such suspension as a repudiation by Proton).

10.

Health and Safety

10.1

The Products may constitute a health hazard if handled, used or stored incorrectly or imprudently.

10.2

The Customer undertakes that it shall acquaint itself with and adhere to the terms of the appropriate Health and Safety information in respect of the Products including all such information supplied by Proton and all legislation relevant to the storage, transportation handling and use of the Products.

10.3

The Customer shall fully indemnify Proton against all claims and demands made upon it by any third party by reason of loss, injury or damage suffered by them where such loss, injury or damage arises directly or indirectly from the use of the Products by the Customer otherwise than in accordance with the provisions of the information supplied by Proton and all legislation relevant to the storage, transportation handling and use of the Products.

11.

Intellectual Property

 

The Contract confers no right or licences to the Customer in respect of any patents or trademarks of Proton.

12.

General

12.1

Within the Conditions:
(1) references to the singular shall include the plural and to the masculine shall include the feminine and vice versa and reference to persons shall include bodies corporate and unincorporated;
(2) references to the provision of any legislation shall include any such legislation as from time to time may be amended, extended or replaced whether before or after the date hereof; and
(3) references to paragraphs shall be references to paragraphs in the Conditions. The paragraph headings in the Conditions are for convenience only and shall not affect their interpretation.

12.2

Any notice to be given to the Customer may be left at the last known residence or place of business of the Customer, or may be sent by facsimile or first class post to such address, in which case notice shall be deemed to have been received on the first working day after transmission or posting.

12.3

Proton shall be entitled to sub-contract, assign or otherwise transfer any rights or obligations that it may have under the Contract to any third party. No Contract may be assigned or otherwise transferred by the Customer without the prior consent in writing of Proton.

12.4

Any delay or failure by Proton to enforce any of the provisions of the Contracts shall not constitute a waiver of such provisions.

12.5

Each condition and each paragraph of these Conditions shall constitute a separate obligation and/or provision of the Contract. If any of the Conditions or any paragraph of the Conditions shall be found to be invalid, ineffective or unenforceable, such invalidity, ineffectiveness or unenforceability shall not affect any other condition or paragraph of the Contract.

12.6

No third party shall be entitled to enforce or obtain the benefit of the Contracts by virtue of the Contracts (Rights of Third Parties) Act 1999 and nothing in the Conditions creates, confers or purports to create or confer any benefit or right enforceable by any person not a party to it.

12.7

The Contract shall in all respects be governed by the law of England & Wales and the parties agree to be bound by the exclusive jurisdiction of the courts sitting in England.