US Sales Terms and Conditions
1. STANDARD TERMS AND CONDITIONS OF SALE
We have set out in this document our basic terms and conditions (together with any conditions contained in the quotation, if any, we previously furnished to you, "Terms") that will exclusively govern the sale of our products (“Products” and each, a “Product”) to you (any such sale, a "Transaction"). If you provide us with any pre-printed terms and conditions that appear on any purchase order or other form document, they are rejected and will be of no force or effect. These Terms are deemed a part of and incorporated by reference into all other documents exchanged between us relating to the sale and purchase of our Products, whether electronic or in writing, including, without limitation, all quotations, acknowledgements, packing slips, invoices and purchase orders.
- APPLICATION OF TERMS. Our acknowledgement and acceptance of your order for our Products is expressly limited to and made conditional upon your acceptance of these Terms. We deem material, object to and reject any of your terms and conditions that are in addition to or different from these Terms unless we have expressly agreed to them in writing (other than additional provisions specifying quantity and shipping instructions). Unless otherwise agreed in writing, we will deem you to have waived any objection to these Terms if we have not received written notice of such objection within ten (10) days of the date of your order. In any event, you will be deemed to have agreed to these Terms if you accept any portion of the Products you order from us.
- WARRANTY; DISCLAIMERS. We warrant that the Products furnished hereunder will be furnished in accordance with the functional specifications set forth or incorporated by express reference on the face of any offer, acceptance or order acknowledgement (as the case may be) issued by us that incorporates these Terms by reference, subject to availability of suitable power and fluid supplies and installation by a suitably qualified installer in line with our instructions. Routine test instructions must be followed. We offer a twenty-four (24) month limited warranty against defects in manufacturing from the date you receive the Products (“Warranty”). HOWEVER, NO WARRANTY OF MERCHANTABILITY, WARRANTY OF FITNESS FOR ANY PARTICULAR PURPOSE NOR ANY OTHER REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, IS MADE RESPECTING SAID PRODUCTS, OR THE PRODUCTION THEREOF AND THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE AFOREMENTIONED WARRANTY WITH RESPECT TO SPECIFICATIONS SET FORTH OR INCORPORATED BY EXPRESS REFERENCE ON THE FACE OF ANY OFFER, ACCEPTANCE OR ORDER ACKNOWLEDGEMENT (AS THE CASE MAY BE) ISSUED BY US THAT INCORPORATES THESE STANDARD TERMS BY EXPRESS REFERENCE. ANY TECHNICAL ADVICE PROVIDED BY US WITH RESPECT TO THE USE OF PRODUCTS SOLD HEREUNDER SHALL BE FOR INFORMATIONAL PURPOSES ONLY, AND WE MAKE NO REPRESENTATION OR WARRANTY NOR ASSUME ANY OBLIGATION OR LIABILITY FOR ANY SUCH ADVICE. NOTWITHSTANDING ANYTHING TO THE CONTRARY, NO REPRESENTATION OR WARRANTY WHATSOEVER IS PROVIDED WITH RESPECT TO ANY PRODUCTS SOLD ON AN ‘AS IS’ BASIS.
Products must be installed by suitably qualified, registered installers.
We strongly recommend that you do not book a plumber, electrician, builder or any other installer until all Products have been delivered and checked.
- LIMITATION OF REMEDIES. Your sole and exclusive remedy against us for any breach of our obligations in a Transaction or based on any other theory of liability will be limited to, at our option, our repair or replacement of any nonconforming Product for which you make a claim or our issuance of a credit for such nonconforming Product in accordance with these Terms, the Warranty and any instructions we may give you for the return of the Product or otherwise. You must obtain a return authorization from us and give us a reasonable opportunity to inspect the Product and confirm the nonconformity. This exclusive remedy will not be deemed to have failed of its essential purpose so long as we are willing and able to repair or replace the nonconforming Product and, in any event, our liability for any damages due will be limited to the price paid by you for the nonconforming Products, regardless of whether other damages were foreseeable. THIS PARAGRAPH STATES YOUR SOLE AND EXCLUSIVE REMEDY.
- LIMITATIONS ON ACTIONS AND LIABILITY. YOU AGREE THAT NO CLAIMS OF ANY NATURE, WHETHER BASED ON CONTRACT OR OTHERWISE, MAY BE BROUGHT AGAINST US MORE THAN TWELVE (12) MONTHS AFTER THE ORIGINAL DATE OF DELIVERY OF OUR INVOICE TO YOU (EXCEPT IN A JURISDICTION WHERE A LONGER MINIMUM TIME PERIOD IS MANDATED BY LAW). WE WILL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY RESULTING FROM DELAY IN DELIVERY OF THE PRODUCTS OR FOR ANY FAILURE TO PERFORM WHICH IS DUE TO CIRCUMSTANCES BEYOND OUR CONTROL OR THE CONTROL OF OUR SUPPLIERS, INCLUDING WITHOUT LIMITATION FAILURE OR DELAY IN TRANSPORTATION, ACTS OF ANY GOVERNMENT OR ANY AGENCY OR SUBDIVISION THEREOF, JUDICIAL ACTION, LABOR DISPUTES, FIRE, ACCIDENT, ACTS OF NATURE, SHORTAGE OF LABOR, FUEL OR RAW MATERIAL, OR MACHINERY OR TECHNICAL FAILURE. OUR MAXIMUM LIABILITY, IF ANY, FOR ALL DAMAGES, INCLUDING WITHOUT LIMITATION CONTRACT DAMAGES AND DAMAGES FOR INJURIES TO PERSONS OR PROPERTY, WHETHER ARISING FROM OUR BREACH OF THESE TERMS, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR ANY EXPRESS OR IMPLIED WARRANTY OR OTHER TORT WITH RESPECT TO THE PRODUCTS OR A TRANSACTION, IS LIMITED TO AN AMOUNT NOT TO EXCEED THE PRICE PAID BY YOU FOR THE PRODUCTS. IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY INCIDENTAL, EXEMPLARY, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST REVENUES AND PROFITS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR RIGHT TO RECOVER DAMAGES WITHIN THE LIMITATIONS SPECIFIED IN THIS SECTION 4 IS YOUR EXCLUSIVE ALTERNATIVE REMEDY IN THE EVENT THAT THE REMEDY IN SECTION 3 FAILS OF ITS ESSENTIAL PURPOSE.
- PRICES, TERMS, SHIPMENT AND DELIVERY SCHEDULES. Unless we otherwise agree in writing, or as may otherwise be provided on the face of our invoice, you will pay the prices for the products in effect on our website at the time of shipment and all prices are Net thirty (30) days. In addition to the prices specified, you agree to pay any federal, state or local excise, use, occupational or similar tax now in force or to be enacted in the future, assessed against you or us due to a Transaction. Unless we otherwise agree in writing, shipments will be by a carrier and by the route selected by us; the carrier will act as your agent; delivery by us to such carrier will constitute delivery to you; and all shipments under your order will be made F.O.B. our shipping point, at which time title and all risk of loss will pass to you, provided that we will retain, and you hereby grant to us, a security interest in any Products we ship to you until the full purchase price is paid by you. You will pay all freight charges and assume the risks of transportation, including delay, damage and loss, unless we otherwise agree in writing. The promised delivery date is our best estimate possible of when we will ship the Products and not guaranteed.
- INSPECTION. All Products must be inspected within five (5) calendar days of receipt. If any damage is discovered, a claim must be filed with the carrier. A full report of the damage must be forwarded to us so that it can arrange for repair or replacement.
- MANUFACTURE. We reserve the right to discontinue the manufacture of, or change or modify the design and/or construction of the Products sold pursuant to these terms and conditions, without incurring any obligation to you.
- CONFIDENTIALITY. All non-public, confidential or proprietary information of ours, including but not limited to specifications, samples, plans, documents, data, business operations, pricing, discounts or rebates, disclosed by us to you, whether or not marked, designated or otherwise identified “confidential” in connection with this contract is confidential and shall not be disclosed or copied unless authorized by our prior written consent.
- CREDIT APPROVAL AND PAST DUE ACCOUNTS. Shipment and delivery of Products will at all times be subject to the approval of our credit department and we may at any time decline to make any shipment or delivery except upon receipt of payment, your providing security acceptable to us or upon other terms and conditions satisfactory to us. You agree that we may file a uniform commercial code financing statement with respect to the Products we sell to you in order to protect our interest in such Products until you make payment in full. We will be entitled to collect from you interest on all past-due accounts at the rate of 1.5% per month, not to exceed the maximum rate of interest allowed by law.
- CANCELLATION AND RETURNED GOODS. You may cancel orders only with our written approval. You will need our approval, and our issuance of a return authorization, before returning any Products to us. If you cancel an order, in whole or in part, that incorporates special material, parts, components or other items that we do not typically buy, sell or use in connection with our standard Product offerings (i.e., a nonstandard special order), you will pay us: (a) the previously agreed upon price of all completed items; (b) that portion of the agreed upon price that is equal to the greater of our actual cost or the percentage of completion of Products in process, effective on the date we receive your notice of cancellation; (c) the cost of any materials and supplies that we have purchased in order to perform and which we cannot use for other or similar purposes or readily resell at our full cost; and (d) charges for cancellation of tool orders or tool removal charges.
- DEFAULT. If we default on a material obligation, you will provide written notice to us specifying our default and we shall have thirty (30) days to remedy such default. If such default is not excusable under any provision of these Terms, and we have not remedied such default within thirty (30) days after our receipt of such notice of default, you may terminate the uncompleted portion of the Transaction, in whole or in part, by providing fifteen (15) days' prior written notice of termination to us, during which we shall have the right to cure such default. If we deliver nonconforming Products to you, you will have the rights set forth in Section 3 of these Terms but such delivery will not be deemed a default for which our performance may be terminated.
- ASSIGNMENT. You cannot assign any order or any claim against us arising directly or indirectly out of or in connection with an order without our prior written consent. We may assign, without consent, any Transaction and these Terms to any subsidiary or affiliate of ours or to an entity or person that acquires all or substantially all of the business to which the Transaction and these Terms relate.
- PATENTS, INTELLECTUAL PROPERTY, INVENTIONS, AND TECHNICAL DATA. You acknowledge you do not and will not acquire ownership of or any other rights in our patents, inventions, technical data and/or other intellectual property (such as brands, trade names, and copyrights) under any order, regardless of when such patents, inventions, technical data and/or other intellectual property may be or have been issued, conceived, generated or produced. We reserve all of our rights in our patents, inventions, technical data and/or other intellectual property and you will not reproduce or use it for any purpose whatsoever without our prior written permission. We may provide technical assistance and information to you in connection with the sale of our Products but such technical assistance and information are furnished for your accommodation and you are solely responsible for your business, including the application of such information, using your own technical expertise and know-how.
- INDEMNIFICATION. You shall defend, indemnify, and hold harmless us and our affiliates, and their respective officers, directors, employees and agents, from and against all liabilities, losses, claims, costs and expenses (including reasonable attorneys' fees) related to any claim, investigation, litigation or proceeding (whether or not we are a party) that arises or is alleged to arise from your acts or omissions under these Terms or in any way with respect to our Products.
- REMEDIES. Our rights and remedies will be cumulative and additional to all other remedies provided by law or equity. We will be entitled to recover costs and attorneys' fees in the enforcement or defense of any rights under these Terms or with respect to any Transaction.
- GOVERNING LAW AND FORUM. These Terms and each Transaction will be construed and interpreted, and the rights of the parties determined, in accordance with the laws of the Commonwealth of Pennsylvania, exclusive of its conflicts of laws rules and of any principles therein that would require the application of The United Nations Convention on Contracts for the International Sale of Goods ("CISG"). CISG shall not apply to this or any other agreement between the parties. Each party irrevocably agrees that any legal proceeding seeking the enforcement or interpretation of this contract shall be brought in the state or federal courts located in York County, Pennsylvania. Each party hereby irrevocably submits itself to the jurisdiction of any such courts, and waives any objection it may now or hereafter have to the placing of venue in any such courts and any right to remove any such action or proceeding to another court.
- WAIVER. Waiver by either party hereto of any breach of these provisions shall not be construed as a waiver of any other breach.
- CONSTRUCTION AND VALIDITY. No provision of this contract may be construed against us as the drafting party. The term “including” means “including without limitation.” The term “days” means calendar days unless otherwise expressly stated. In the event any provision or any part or portion of any provision of these terms and conditions shall be held to be invalid, void or otherwise unenforceable, such holding shall not affect the remaining part or portions of that provision, or any other provision hereof.
- ENTIRE AGREEMENT. These Terms constitute the complete, exclusive and fully integrated statement of terms and conditions between you and us with regard to the matters contained herein. No terms or conditions (whether consistent or inconsistent) other than those stated herein and no agreement or understanding, oral or written, in any way purporting to modify these Terms shall be binding on us unless we expressly agree to such modifications in writing. In the event of a conflict between these Terms and any purchase order (or other document expressly made a part of this contract) signed by both parties, the terms of the signed document shall prevail. Your placement of an order or release for, or taking delivery of, any Product that is the subject of this contract shall constitute acceptance of our offer under these Terms and we hereby object to and reject any and all additional or different terms proposed by you, whether contained in your purchase orders, production releases or shipping release forms, or related correspondence or any other documents including emails. All proposals, quotes, request for quotes, purchase orders, negotiations, representations and other communications, if any, made prior and with reference hereto are merged herein.
Tuesday, 26 July 2016
1. Important Information
1.2. Contact Us
2. Information We Collect
2.1. When You Visit our Websites
You are free to explore the Websites without providing any information about yourself. When you visit the Websites, we request that you provide Personal Information about yourself, and we collect Navigational Information.
2.2. Personal Information
This refers to any information that you voluntarily submit to us and that identifies you personally, including contact information, such as your name, e-mail address, company name, job title, address, phone number, and other information about yourself or your business. Personal Information can also include information about you that is available on the internet, such as from Facebook, LinkedIn, Twitter and Google, or publicly available information that we acquire from service providers.
2.3. Navigational Information
This refers to information about your computer and your visits to this website such as your IP address, geographical location, browser type, referral source, length of visit and pages viewed. Please see the Navigation Information section below.
3. How We Use Information We Collect
3.2. We Never Sell Personal Information
We will never sell your Personal Information to any third party.
3.3. Use of Personal Information
3.4. Use of Navigational Information
We use Navigational Information to operate and improve the Websites. We may also use Navigational Information alone or in combination with Personal Information to provide you with personalised information about Plumis.
3.5. Customer Testimonials and Comments
We post customer testimonials and comments on our Websites, which may contain Personal Information. We obtain each customer's consent via email prior to posting the customer's name and testimonial.
3.6. Service Providers
We have a network of partners who provide services to visitors to our Websites, our customers, and users may need to share your information with them to provide information, products or services to you. Examples may include removing repetitive information from prospect lists, analysing data, providing marketing assistance, supplementing the information you provide us in order to provide you with better service, and providing customer service. In all cases where we share your information with such agents, we explicitly require the agent to acknowledge and adhere to our privacy and customer data handling policies.
3.7. Security of your Personal Information
We use a variety of security technologies and procedures to help protect your Personal Information from unauthorized access, use or disclosure. We secure the Personal Information you provide on computer servers in a controlled, secure environment, protected from unauthorized access, use or disclosure. When sensitive Personal Information (such as a credit card number and/or geo-location data) is collected on our Websites and/or transmitted to other websites, it is protected through the use of encryption, such as the Secure Socket Layer (SSL) protocol.
3.8. Social Media Features
3.9. External Websites
3.10. Public Forums
We offer publicly accessible message boards, blogs, and community forums. Please keep in mind that if you directly disclose any information through our public message boards, blogs, or forums, this information may be collected and used by others. We will correct or delete any information you have posted on the Websites if you so request, as described in Opting Out and Unsubscribing below.
3.11. Retention of Personal Information
We retain Personal Information that you provide us as long as we consider it potentially useful in contacting you about maintenance or our other services, and then we securely delete the information. We will delete this information from the servers at an earlier date if you so request, as described in Opting Out and Unsubscribing below. If you provide information to our partners as part of maintenance contracts, our customers decide how long to retain the personal information they collect from you.
3.12. Corporate Events
If we (or our assets) are acquired by another company, whether by merger, acquisition, bankruptcy or otherwise, that company would receive all information gathered by Plumis on the Websites.
3.13. Compelled Disclosure
We reserve the right to use or disclose your Personal Information if required by law or if we reasonably believe that use or disclosure is necessary to protect our rights or to comply with a law, court order, or legal process.
4. Navigational Information
You have the ability to accept or decline cookies. Most Web browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies if you prefer. If you choose to decline cookies, you may not be able to fully experience the interactive features of the Websites you visit. Plumis keeps track of the Websites and pages you visit within Plumis, in order to determine what portion of the Plumis Website is the most popular or most used. This data is used to deliver customized content and promotions within the Plumis Website to customers whose behaviour indicates that they are interested in a particular subject area.
4.2. Log Files
We may collect demographic information, such as your postcode, age, gender, preferences, interests and favourites using log files that are not associated with your name or other personally identifying information. There is also information about your computer hardware and software that is automatically collected by us. This information can include: your IP address, browser type, domain names, access times and referring website addresses. This information is used by Plumis to maintain quality, and to provide general statistics regarding use of the Plumis Website. For these purposes, we do link this automatically-collected data to Personal Information such as name, email address, address, and phone number.
4.3. Navigational Information Collected by Our Customers
Our customers can use the tools we provide, as well as tools provided by third parties, to collect Navigational Information when you visit their webpages. Plumis does not control our customers' use of these tools, nor do we control the information they collect or how they use it.
4.4. Third Party Tracking Technologies
5. Opting Out and Unsubscribing
5.1. Reviewing, Correcting and Removing Your Personal Information
If you provide us with your Personal Information, you have the following rights with respect to that information:
- To review the user information that you have supplied to us
- To request that we correct any errors, outdated information, or omissions in user information that you have supplied to us
- To request that your user information not be used to contact you
- To request that your user information be removed from any solicitation list that we use
- To request that your user information be deleted from our records
- To opt out of being solicited by Plumis or third parties
To exercise any of these rights, please contact us at email@example.com or by mail to Plumis, Unit 1c, Clapham North Arts Centre, 26-32 Voltaire Rd, London, SW4 6DH Attention: Privacy. We will promptly change, correct, or delete your information and notify you of the action we have taken.
5.2. To Unsubscribe From Our Communications
You may unsubscribe from our marketing communications by clicking on the "unsubscribe" link located on the bottom of our e-mails, or by sending us email us at please contact us at firstname.lastname@example.org or by mail to Plumis, Unit 1c, Clapham North Arts Centre, 26-32 Voltaire Rd, London, SW4 6DH Attention: Privacy.
5.3. To Unsubscribe from Our Customers' Communications
Our customers are solely responsible for their own marketing emails and other communications; we cannot unsubscribe you from their communications. You can unsubscribe from our customers' marketing communications by clicking on the "unsubscribe" link located on the bottom of their emails, or by contacting them directly.
Resources & Further Information
- Data Protection Act 1998
- Privacy and Electronic Communications Regulations 2003
- Privacy and Electronic Communications Regulations 2003 - The Guide