CONDITIONS OF SALE

PANEL SYSTEMS LIMITED

(Registered in England No. 1179701)

Welland Close, Parkwood Industrial Estate, Rutland Road, Sheffield S3 9QY

  1. 1. Where to find information about us and our goods.
    You can find everything you need to know about Panel Systems Limited, and our goods on our website before you order. We also confirm the key information with an order acknowledgement.
  2. 2. We don’t give business customers all the same rights as consumers.
    For example, business customers have different rights where there is a problem with a product, and we don’t compensate them in the same way for losses caused by us or our goods. Where a term applies just to businesses or just to consumers, this is clearly stated. You are a business customer if you are buying goods wholly or mainly for use in connection with your trade, business, craft or profession, even if you are an individual.
  3. 3. If you are a business customer this is our entire agreement with you.
    If you are a business customer these terms constitute the entire agreement between us in relation to your purchase. You acknowledge 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 these terms and that you have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
  4. 4. We only accept orders when we’ve checked them.
    1. 4.1 We will issue an order acknowledgment to confirm we’ve received your order which will contain your order details and what we understand your requirements to be, expected delivery date and any other relevant information.
    2. 4.2 If you are located outside the UK, please contact us prior to placing an order so that we can agree terms of supply.
  5. 5. Sometimes we decline orders.
    1. 5.1 Sometimes we decline orders, for example, because:
      1. (a) a product is unexpectedly out of stock.
      2. (b) a credit reference we have obtained is unsatisfactory.
      3. (c) a delivery date cannot be achieved.
      4. (d) the order is outside of our manufacturing capability.
      5. (e) there is a shortage of raw materials.
      6. (f) the product was mispriced by us.
    2. 5.2 When this happens, we will let you know as soon as possible and refund any sums you have paid. We will endeavour to discuss this with you and agree a course of action which may require you to place a new order.
    3. 5.3 If we decline an order in accordance with clause 5.1(b), we may allow you to pay at the time of ordering as an alternative.
  6. 6. Payment for goods.
    1. 6.1 If ordering from our online shop payment will be taken on placement of the order.
    2. 6.2 If ordering without credit terms, payment will be agreed prior to the acceptance of the order.
    3. 6.3 If ordering with a credit account, then payment will be as agreed on opening the account. Our normal terms are ‘net end of month following date of invoice’. If the invoice is not paid by the last business day of the month following the month in which the invoice is raised, we may charge interest on the overdue amount at the rate of 4% a year above the Bank of England base rate from time to time. This interest accrues on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You pay us the interest together with any overdue amount.
  7. 7. If you are a business customer, you have no set-off rights.
    If you are a business customer you must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
  8. 8. We charge interest on late payments.
    If payment is not made to terms, we charge interest on the overdue amount at the rate of 4% a year above the Bank of England base rate from time to time. This interest accrues on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You pay us the interest together with any overdue amount.
  9. 9. We pass on increases in VAT.
    If the rate of VAT changes between your order date and the date we supply the product, we adjust the rate of VAT that you pay, unless you have already paid in full before the change in the rate of VAT takes effect.
  10. 10. We’re not responsible for delays outside our control.
    If our supply or manufacture of your goods is delayed by an event outside our control, we will contact you as soon as possible to let you know and do what we can to reduce the delay. As long as we do this, we won’t compensate you for the delay, but if the delay is likely to be substantial you can contact our Customer Service Team, or 0114 275 2881 to end the contract and receive a refund for any goods you have paid for in advance, but not received, less reasonable costs we have already incurred.
  11. 11. Goods can vary slightly from their photographs and/or image.
    The appearance of the goods may not exactly match that shown on your device, on our website or in our marketing or the packaging may be slightly different.
  12. 12. You’re responsible for making sure your specification is accurate.
    As we are making the goods to the specification and measurements you provide at the time of ordering, you’re responsible for making sure the specification and measurements are correct. If your measurements (or any other information that you provide to us) are incorrect, we will not be liable for any delays or other losses caused as a result of such incorrect information that you provide.
  13. 13. Varying or cancelling orders.
    1. 13.1 Amendments to orders that have not yet been acknowledged will be accepted subject to written confirmation. This may result in the cancellation of the existing order and the placement of a new order.
    2. 13.2 Acknowledged orders cannot be varied without prior agreement and may be subject to a surcharge.
    3. 13.3 Order cancellation may result in charges for materials and/or manufacturing costs.
  14. 14. We charge you if you don’t give us information we need.

    1. 14.1 We will charge you additional sums if you don’t give us information required for delivery of goods. For example, we might need to re-deliver on another vehicle or with extra labour.
  15. 15. Your legal right to change your mind if you are a consumer (the customer’s attention is drawn particularly to clause 15.2).
    1. 15.1 If you are a consumer and you bought online, you have a legal right to change your mind. For most of our goods bought online, you have a legal right to change your mind about your purchase and receive a refund of what you paid for it, including the delivery costs. This is subject to some conditions:
    2. 15.2 When you can’t change your mind.
      You can’t change your mind about an order for goods that are made to your specifications or measurements unless agreed in writing prior to manufacture. This applies to most orders.
    3. 15.3 The deadline for changing your mind.
      If you change your mind about a product you must let us know no later than 7 days after the day we deliver your goods.
    4. 15.4 How to let us know.
      To let us know you want to change your mind, contact our Customer Service Team, or 0114 275 2881.
    5. 15.5 You have to return the goods at your own cost.
      You have to return the goods to us within 7 days of you telling us you have changed your mind. You can:

      1. (a) bring the goods to one of our sites (find the one nearest to you on our website). You will need your email receipt and the card you paid with.
      2. (b) send the goods back to us, using an established delivery service. If you do this, you should keep a receipt or other evidence from the delivery service that proves you have sent it and when you sent it. If you don’t do this and we don’t receive the goods at all or within a reasonable time we won’t refund you the price.
    6. 15.6 We only refund standard delivery costs. We don’t refund any extra you have paid for express delivery or delivery at a particular time.
    7. 15.7 We reduce your refund if you have used or damaged the goods. If you handle the goods such that they are no longer in prime condition, we may reduce the value of the refund.
    8. 15.8 When and how we refund you.
      If your product is goods that haven’t been delivered or that we’re collecting from you, we refund you as soon as possible and within 7 days of you telling us you’ve changed your mind. If your product is goods that you’re sending back to us, we refund you within 7 days of receiving them back from you (or receiving evidence you’ve sent them to us). We refund you by the method you used for payment. We don’t charge a fee for the refund.
  16. 16. Delivery.
    1. 16.1 We may use a third-party haulier to deliver the goods.
    2. 16.2 Unless otherwise agreed in writing in advance, delivery shall be complete when:
      1. (a) the goods are unloaded at the delivery location specified by you in your order; or
      2. (b) the goods are loaded onto a delivery van from one of our sites (the site being communicated to you in advance) within three business days of being notified that the goods are ready for collection.
    3. 16.3 Where we are delivering the goods in accordance with 16.2(a) above, we will contact you to arrange a time and date for delivery. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.
    4. 16.4 If you fail to take or accept delivery of the goods within three business days of being notified that the goods are ready, then, except where such failure or delay is caused by an event outside of your control or our failure to comply with our obligations under these terms in respect of the goods:
      1. (a) delivery of the goods shall be deemed to have been completed at 9.00 am on the third business day after the day on which we notified you that the goods were ready; and
      2. (b) we shall store the goods until actual delivery takes place and charge you for all related costs and expenses (including insurance).
    5. 16.5 If ten business days after the day on which we notified you that the goods were ready for delivery, you have not taken or accepted actual delivery, we will invoice for the goods.
    6. 16.6 The title and risk in the goods shall pass to you upon delivery as defined in clause 16.1. This means that you will own and be responsible for the goods from the time at which delivery takes place or is deemed to have taken place as defined in clause 16.4.
    7. 16.7 The unloading of the goods shall be your responsibility. You shall, at your own expense, provide such assistance labour and lifting tackle as may be required for the unloading of the goods.
    8. 16.8 We may deliver the goods in instalments either where we deem it necessary or where you request that we do so and we are able to accommodate this request, at our sole discretion. We will invoice you separately as if each instalment comprised a separate contract upon the terms of these conditions. Any delay in delivery or defect in an instalment shall not entitle you to cancel any other instalment.
    9. 16.9 If you fail to unload the goods from the vehicle sent to the premises specified by you in the order within two hours of arrival, or if delivery of the goods is otherwise delayed through any act or omission by you, we shall be entitled to recover any costs or expenses sustained thereby. We may in any event put the goods into storage at the Customer’s risk and expense.
  17. 17. You have rights if there is something wrong with your product.
    1. 17.1 Return the product to us.
      If you think there is something wrong with your product, you must contact our Customer Service Team, or 0114 275 2881. We may require you to provide clear photographic evidence, or we may send a representative to your site to assess the product. Depending on the outcome, we may then process a return of your product.
    2. 17.2 Your rights and remedies if you are a consumer.
      We honour our legal duty to provide you with goods that are as described to you on our website and that meet all the requirements imposed by law.
    3. 17.3 Your rights if you are a business.
      We warrant that on delivery, and for a period of 12 months from the date of delivery, or as we have otherwise agreed with you (warranty period), the goods shall:

      1. (a) conform in all material respects with their description and the specification you provide;
      2. (b) be free from material defects in design, material and workmanship;
      3. (c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
      4. (d) be fit for any purpose held out by us.

      However, where goods have been specially manufactured, processed, altered or adapted to your special order or your requirements, we do not warrant that they are fit for any particular purpose.

  18. 18. Your remedies if you are a business.
    Unless an exception applies (see Exceptions to business customers’ warranty) if:

    1. (a) you give us notice in writing during the warranty period within a reasonable time of discovery that a product does not comply with the business customer warranty (see Your rights if you are a consumer);
    2. (b) we are given a reasonable opportunity of examining such product; and
    3. (c) you return such product to us at our cost,

    we shall, at our option, repair or replace the defective product, or refund the price of the defective product in full and this will be your only remedy for breach of the warranty. These terms shall apply to any repaired or replacement goods supplied by us.

  19. 19. Exceptions to business customers’ warranty.
    We will not be liable for a product’s failure to comply with the business customer warranty (see Your rights if you are a business) if:

    1. (a) you make any further use of such product after telling us it is non-compliant;
    2. (b) the defect arises because you failed to follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the product or (if there are none) good trade practice;
    3. (c) the defect arises because we followed any drawing, design or specification supplied by or authorised by you;
    4. (d) you alter or repair the product without our written consent; or
    5. (e) the defect arises because of fair wear and tear, wilful damage, negligence, or abnormal working conditions.
  20. 20. Returns for any other reason.
    Where goods are manufactured and supplied to your specification, the goods are non-returnable and non-refundable in all other circumstances.
  21. 21. Intellectual Property Rights.
    1. 21.1 All intellectual property rights in the goods, including in all drawings, patterns, data, literature photographs, illustrations, specifications, performance data, dimensions, weights, manufacturing and operating techniques, and similar materials or information already existing, created or developed by us or on our behalf or jointly by the parties in connection with this contract shall be our property.
    2. 21.2 You shall grant to us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the specification or other information provided by you for the term of this agreement for the purpose of supplying the goods to you.
    3. 21.3 You warrant that the receipt and use of the specification or other information provided by you in the performance of this contract by us or our agents, subcontractors or consultants shall not infringe any intellectual property rights or other rights of third parties.
    4. 21.4 If you are a business customer, you shall indemnify us in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by us arising out of or in connection with any claim brought against us, our agents, subcontractors or consultants for actual or alleged infringement of a third party’s intellectual property rights arising out of, or in connection with, the receipt or use in the performance of this agreement of the specification or other information provided by you.
    5. 21.5 We are unable to work from specifications that have been created by third parties as we may not have the right to use their intellectual property. By submitting a specification to us, you are confirming that we are authorised to use the specification and any intellectual property within it.
  22. 22. We can change goods and these terms.
    Changes we can always make.
    We can always change the goods to reflect changes in relevant laws and regulatory requirements. These are changes that don’t affect your use of the goods.
  23. 23. We can suspend supply (and you have rights if we do).
    1. 23.1 We can suspend the supply of goods. We do this to:
      1. (a) deal with technical problems or make minor technical changes;
      2. (b) update the goods to reflect changes in relevant laws and regulatory requirements; or
      3. (c) make changes to the goods.
    2. 23.2 We let you know, may adjust the price and may allow you to terminate.
      We contact you in advance to tell you we’re suspending supply, unless the problem is urgent or an emergency. If we suspend supply, or tell you we’re going to suspend supply, for more than 6 months you can contact our Customer Service Team, or 0114 275 2881 to end the contract and we’ll refund any sums you’ve paid in advance for goods you won’t receive.
  24. 24. We can end our contract with you.
    We can end our contract with you and claim any compensation due to us if:

    1. (a) you don’t, within a reasonable time of us asking for it, provide us with information, cooperation or access that we need to provide the goods;
    2. (b) you don’t, within a reasonable time, either allow us to deliver the product to you or collect it from us, and you will not be entitled to a refund in accordance with clause 16.4.
  25. 25. We don’t compensate you for all losses caused by us or our goods.
    1. 25.1 Our liability to consumers.
      We’re responsible for losses you suffer caused by us breaking this contract unless the loss is:
    2. 25.2 Unexpected.
      It was not obvious that it would happen and nothing you said to us before we accepted your order meant we should have expected it (so, in the law, the loss was unforeseeable).
    3. 25.3 Caused by a delaying event outside our control.
      As long as we have taken the steps set out in clause 10.
    4. 25.4 Avoidable.
      Something you could have avoided by taking reasonable action. For example, damage to your own digital content or device, which was caused by digital content we supplied and which you could have avoided by following our advice to apply a free update or by correctly following the installation instructions or having the minimum system requirements advised by us.
    5. 25.5 A business loss.
      Our liability for any loss you suffer in connection with your trade, business, craft or profession is limited, as described in Our liability to businesses.
    6. 25.6 Our liability to businesses.
      If you’re a business, then, except in respect of the losses described in Losses we never limit or exclude:

      1. (a) we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract between us; and
      2. (b) our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total sums paid by you for the goods under such contract.
  26. 26. Losses we never limit or exclude.
    Nothing in these terms shall limit or exclude our liability for:

    1. (a) death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
    2. (b) fraud or fraudulent misrepresentation;
    3. (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
    4. (d) defective products under the Consumer Protection Act 1987.
  27. 27. No implied terms about goods.
    Except to the extent expressly stated in Your rights if you are a business, we exclude all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982.
  28. 28. We use your personal data as set out in our Privacy Notice.
    How we use any personal data you give us is set out in our Privacy Notice.
  29. 29. You have several options for resolving disputes with us.
    1. 29.1 Our complaints policy.
      Our Customer Service Team: https://www.panelsystems.co.uk/contact or 0114 275 2881 will do their best to resolve any problems you have with us or our goods as per our Complaints policy.
    2. 29.2 Resolving disputes without going to court (consumers only).
      Alternative dispute resolution is an optional process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court.
    3. 29.3 You can go to court.
      These terms are governed by English law. If you are a consumer then, wherever you live, you can bring claims against us in the English courts and if you live in Wales, Scotland or Northern Ireland, you can also bring claims against us in the courts of the country you live in. If you are a consumer we can claim against you in the courts of the country you live in. If you are a business you irrevocably agree to submit all disputes arising out of or in connection with our contract with you to the exclusive jurisdiction of the English courts.
  30. 30. Other important terms apply to our contract.
    1. 30.1 We can transfer our contract with you, so that a different organisation is responsible for supplying the goods. We’ll contact you to let you know if we plan to do this. If you’re a consumer and you’re unhappy with the transfer you can contact our Customer Service Team, or 0114 275 2881 to end the contract within 4 weeks of us telling you about it and we will refund you any payments you’ve made in advance for products not provided, save for where we have already manufactured the goods, in which case, we will deliver them to you in accordance with these terms and provide a refund for any goods not provided.
    2. 30.2 You can only transfer your contract with us to someone else if we agree to this. We can require the new owner to prove you transferred the product to them. If you’re a business customer you need our agreement to transfer your contract with us and it’s entirely up to us whether we give it.
    3. 30.3 Nobody else has any rights under this contract. This contract is between you and us. Nobody else can enforce it and neither of us will need to ask anybody else to sign-off on ending or changing it.
    4. 30.4 If a court invalidates some of this contract, the rest of it will still apply. If a court or other authority decides that some of these terms are unlawful, the rest will continue to apply.
    5. 30.5 Even if we delay in enforcing this contract, we can still enforce it later. We might not immediately chase you for not doing something (like paying) or for doing something you’re not allowed to, but that doesn’t mean we can’t do it later.