1. Definitions
In these Conditions, the following terms have the meanings set out below:
1.1 “Buyer” means the individual, company, or organisation purchasing Goods from the Seller.
1.2 “Conditions” means these terms and conditions of sale and any additional terms agreed in writing by the Seller.
1.3 “Delivery Date” means the date specified by the Seller for delivery of the Goods.
1.4 “Goods” means any items or products supplied by the Seller to the Buyer.
1.5 “Intellectual Property Rights” means all intellectual property, including patents, registered and unregistered designs, copyrights, trademarks, know-how, and other rights enforceable anywhere in the world.
1.6 “Price” means the price of the Goods as stated in the Seller’s current price list or as otherwise agreed in writing, plus any applicable carriage, insurance, packaging, or other charges.
1.7 “Seller” means PM Distribution Ltd, registered at 1a Longlands Road, Comber, BT23 5JS.
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2. General
2.1 These Conditions apply to all contracts for the sale of Goods by the Seller and override any other terms proposed by the Buyer unless expressly agreed in writing by the Seller.
2.2 All orders constitute an offer by the Buyer to purchase Goods in accordance with these Conditions.
2.3 Acceptance of delivery constitutes the Buyer’s acceptance of these Conditions in full.
2.4 Any variation to these Conditions shall be valid only if agreed in writing by the Seller.
2.5 Any advice or recommendation by the Seller or its employees that is not confirmed in writing is followed entirely at the Buyer’s own risk.
2.6 Nothing in these Conditions affects the statutory rights of a Buyer dealing as a consumer.
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3. Price and Payment
3.1 Payment of the Price is due in full with order unless a credit account has been formally established with the Seller. Where a credit account exists, payment is due by the first day of the month following the invoice date, unless otherwise agreed in writing.
3.2 The Seller may charge interest on overdue payments at a rate of 2% per annum above the Bank of England base rate, accruing daily until full payment is received.
3.3 The Seller reserves the right to grant, refuse, amend, or withdraw credit terms at its sole discretion.
3.4 If the Buyer fails to make payment when due, the Seller may:
(a) require payment in advance for any undelivered Goods;
(b) refuse to deliver further Goods without liability for delay or non-delivery;
(c) allocate any payment received against outstanding invoices as the Seller sees fit; and/or
(d) terminate the contract.
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3.5 Credit Card Payments (Fraud Prevention Policy)
3.5.1 For verified trade customers who are a limited company or approved trading entity, the Seller will accept credit card payments without address verification, provided that the Goods are delivered to the registered business address associated with the account. This is to accommodate cards registered to home addresses.
3.5.2 For non-trade customers (individuals or unverified businesses), all orders must be processed through the Seller’s website. Orders will only be accepted if the delivery address matches the billing address registered to the payment card.
3.5.3 The Seller reserves the right to refuse or cancel any order if there is reasonable suspicion of fraudulent activity, misuse of payment details, or discrepancies between payment and delivery information.
3.5.4 Any fraudulent transaction or chargeback will be reported to the relevant authorities, and the Seller reserves the right to recover any associated costs or losses.
3.5.5 By submitting payment, the Buyer confirms that the payment card used belongs to them or that they are authorised to use it. The Seller accepts no liability for unauthorised use of payment cards.
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4. Description
Any description of the Goods is for identification purposes only and does not constitute a sale by description. The Buyer confirms it has not relied on any description when entering into the contract.
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5. Samples
Samples shown to the Buyer are provided solely for assessing quality and shall not constitute a sale by sample.
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6. Delivery
6.1 Delivery shall take place at the Buyer’s specified address on the date stated by the Seller.
6.2 Delivery dates are estimates only. Time is not of the essence, and the Seller accepts no liability for delay.
6.3 If delivery is delayed due to causes beyond the Seller’s control, the Seller may store the Goods at the Buyer’s expense.
6.4 If the Buyer fails to accept delivery within three (3) days of notification that the Goods are ready, the Seller may invoice the Buyer and charge reasonable storage or demurrage fees.
6.5 The Seller may deliver in instalments; each instalment constitutes a separate contract.
6.6 Any request to reschedule delivery must be made in writing and may be refused if less than three (3) months’ notice is provided.
6.7 The Buyer remains obliged to accept and pay for Goods delivered within three (3) months of the estimated delivery date.
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7. Acceptance
7.1 The Buyer is responsible for ensuring that the Goods are suitable for their intended use.
7.2 The Buyer must inspect the Goods upon delivery. Goods will be deemed accepted seven (7) days after delivery unless a written claim with full evidence of defect is received within that period.
7.3 The Buyer must not remove or obscure identification marks on the Goods.
7.4 The Buyer shall accept deliveries where the quantity delivered is within 5% of the ordered amount, with price adjustments made accordingly.
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8. Risk and Title
8.1 Risk passes to the Buyer upon delivery or, where collection is agreed, upon notification that the Goods are ready.
8.2 Title to the Goods remains with the Seller until full payment is received for all Goods supplied.
8.3 Until ownership passes, the Buyer shall store the Goods separately, maintain them in good condition, and keep them insured.
8.4 The Buyer may resell the Goods in the ordinary course of business but must hold proceeds on trust for the Seller until payment is made in full.
8.5 If the Buyer defaults, the Seller may enter the Buyer’s premises to recover Goods not yet paid for.
8.6 The Buyer must not pledge or use Goods as security while title remains with the Seller.
8.7 The Seller retains the right to recover the Price notwithstanding that title has not passed.
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9. Insolvency of Buyer
If the Buyer becomes insolvent, enters administration, ceases trading, or has a receiver appointed, all sums owed shall become immediately due, and the Seller may suspend or terminate any contract.
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10. Warranty
10.1 The Seller will replace defective Goods within the manufacturer’s warranty period, subject to:
(a) written notice of the defect being provided immediately upon discovery; and
(b) the defect being due to faulty design, materials, or workmanship.
10.2 Goods to be repaired or replaced must be returned at the Buyer’s expense unless otherwise agreed.
10.3 Warranties provided by third-party manufacturers are passed to the Buyer.
10.4 The Seller may, at its discretion, refund the Price instead of replacing defective Goods.
10.5 These remedies are in addition to, and not in limitation of, any rights under law.
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11. Liability
11.1 The Seller shall not be liable for any loss arising from:
(a) reliance on descriptions or samples;
(b) quality or fitness for purpose; or
(c) any indirect or consequential loss, including financial or commercial damages.
11.2 All implied terms and warranties are excluded to the fullest extent permitted by law.
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12. Limitation of Liability
12.1 If any part of Clause 11 is deemed unenforceable, the Seller’s total liability shall not exceed the Price of the Goods concerned.
12.2 Nothing in these Conditions limits liability for death or personal injury caused by negligence or fraud.
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13. Intellectual Property Rights
13.1 Where Goods include software or third-party materials, use is governed by the applicable licence.
13.2 The Buyer shall indemnify the Seller for any infringement claims arising from Goods manufactured to the Buyer’s specifications.
13.3 If Goods infringe third-party rights, the Seller may replace, modify, or refund the Goods.
13.4 All intellectual property created under this contract belongs to the Seller.
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14. Force Majeure
The Seller shall not be liable for delay or failure to perform caused by events beyond its reasonable control (including but not limited to strikes, war, natural disasters, or equipment failure). The Seller may cancel or delay delivery without liability.
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15. Relationship of Parties
Nothing in these Conditions creates a partnership, joint venture, or agency relationship between the parties.
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16. Assignment and Sub-Contracting
The Buyer may not assign or subcontract its rights or obligations without the Seller’s prior written consent.
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17. Waiver
Failure to enforce any provision shall not constitute a waiver of that or any other provision.
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18. Severability
If any provision is found invalid or unenforceable, the remaining provisions shall continue in full force and effect.
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19. No Set-Off
The Buyer shall not withhold payment or claim any set-off or counterclaim against amounts due to the Seller.
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20. Entire Agreement
These Conditions constitute the entire agreement between the Buyer and Seller and supersede any prior representations or understandings.
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21. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of Northern Ireland. The parties agree that the courts of Northern Ireland shall have non-exclusive jurisdiction to settle any disputes arising out of or in connection with this Agreement.