Online Trading Terms & Conditions

Online Trading Terms & Conditions

 

1 Introduction

1.1 www.pareon.co.uk (the Site) is operated by Pareon Chemicals Limited (we, our and us). 1.2 The terms contained in this document (Trading Terms) apply to all transactions for the purchase of Goods from the Site. Please read these Trading Terms carefully before ordering from the Site. By ordering any Goods from the Site you are indicating your acceptance to be bound by these Trading Terms to the exclusion of all other terms and conditions, prior promises, representations, statements and warranties. They form a legal agreement between you and us and can only be amended with our consent. No conduct by us shall constitute acceptance of any other terms or conditions. 1.3 You should also read our Privacy Policy. All transactions for Goods not made via the Site are subject to our Terms and Conditions for Sale, which are available on request. 1.4 We reserve the right to change these Trading Terms from time to time without prior notice by changing them on the Site, provided that any such change will not affect any purchases you have made before the change is implemented. 1.5 In these conditions the words below have the meaning next to them:

2 Registered Users

2.1 In order to ensure that our Goods are only supplied to organisations with legitimate interests in organic compounds, we only sell our Goods via the Site to businesses and recognised research institutions who register as users prior to making purchases online (Registered Users). Registered Users will have a user name and password that must be used in order to access the purchase pages on the Site. Each Registered User must keep its user name and password confidential and secure. 2.2 To register as a user you must supply us with the information about your organisation requested on the Site. Any information supplied will be used in accordance with our Privacy Policy. 2.3 In registering as a user and making purchases from the Site you warrant that the information you have supplied is true, complete and accurate. 2.4 We reserve the right to refuse any application to become a registered user for any reason whatsoever, including without limitation if we have reason to believe that you have provided inaccurate or misleading information to us at any point, have failed to keep your registered user details confidential or that you may wish to obtain our Goods for any reason that is unlawful, immoral or anti-social.

3 Ordering

3.1 You may place an order to purchase Goods advertised for sale on the Site by following the onscreen prompts after clicking on the item you are interested in (Goods). You will have an opportunity to check and correct any input errors in your order up until the point at which you submit your order by clicking the ‘Submit for Payment Now’ button on the order confirmation page. 3.2 All orders placed by you are subject to acceptance by us. We may choose not to accept your order for any reason and will not be liable to you or to anyone else in those circumstances. 3.3 After submitting an order to us, you will be sent an order acknowledgement email with your order reference and details of the Goods you have ordered. Please note, this email is an acknowledgement and is not an acceptance of your order. 3.4 If your order includes Goods which are not available from stock and cannot be manufactured to be available for dispatch within 14 days of order, we will contact you by email or by telephone to ask you how you wish to proceed. You will have the option to wait until the Goods are available or cancel your order. 3.5 Acceptance of your order and the formation of a contract between us will take place when we send you an email confirming that the Goods you have ordered are being despatched to you, unless we have notified you that we do not accept your order or you have already cancelled it in accordance with the provisions below (see Cancellations and returns).

4 Orders and specification

4.1 The quantity, quality and description of and/or any specification for the Goods shall be those set out in your order and confirmed by us in the acknowledgment e-mail. 4.2 All other illustrations, descriptive material or other information contained on the Site, in our brochures, advertising materials or elsewhere shall not form part of the Contract and shall be treated as approximate and for guidance only. 4.3 Our employees or agents are not authorised to make any representations concerning our Goods or services and such representations will not form part of this Contract unless confirmed by us in writing. 4.4 Any advice or recommendation given by us, our employees or agents to you, your employees or agents as to the storage, application or use of the Goods which is not confirmed by us in writing is followed or acted upon entirely at your own risk, and accordingly, we shall not be liable for any such advice or recommendation which is not so confirmed.

5 Prices and payment

5.1 Subject to the remainder of these conditions, all purchases made via the Site will be at the prices set out on the Site. Any quotations given by the Seller, its employees or agents other than at the prices specified on the Site cannot be processed via the Site. 5.2 Payment can be made in pounds (£) sterling, euros (€) or US Dollars ($). You will be given the opportunity to select which of these currencies (sterling, euros or US Dollars) you wish to use and prices will be displayed in the chosen currency. Purchases will be at the price displayed in the chosen currency of payment. 5.3 Unless otherwise stated all prices are exclusive delivery charges and exclusive of VAT or any other tax, duty, tariff or charge arising in the UK or elsewhere including any import duties, local taxes or other local charges. Delivery charges will apply where a Delivery Address other than our premises is specified. In that case, we will arrange carriage, freight and insurance against loss of or damage to the Goods while they are in transit to you and the full cost (including VAT where applicable) will be charged to you in addition to the cost of the Goods. This will vary according to the Delivery Address and the size and nature of your order. Delivery charges will be added to the total amount due. 5.4 Prices may change at any time prior to (but not after) acceptance of your order. 5.5 We cannot accept your order until you have paid for it in full. Payment can be made by most major credit or debit cards, by completing the relevant details on the checkout page. We will only deliver to business premises or premises belonging to recognised research establishments. 5.6 By using a credit/debit card to pay for your order, you warrant that the card being used is either: 5.6.1 yours and that you are acting as agent for your organisation with full authority to enter into this transaction; or 5.6.2 your organisation’s and that you have valid authority from your organisation to make the purchase with its credit/debit card. 5.7 All credit/debit card holders are subject to validation checks and authorisation by the card issuer. If the issuer of your card refuses to authorise payment we will not accept your order, we will not be obliged to inform you of the reason for the refusal, and we will not be liable for non-delivery. We are not responsible for your card issuer or bank charging you as a result of our processing of your credit/debit card payment in accordance with your order. 5.8 In the unlikely event that the price of an item has been incorrectly advertised on the Site, we will contact you by email or telephone to ask whether you wish to proceed with the order at the correct price. If you are not happy to proceed, or we are unable to obtain your instructions, we will cancel the order. Unless we have already confirmed despatch of your order, we will not be obliged to supply Goods at the incorrect price. 5.9 The Registered User shall be solely responsible for any associated bank charges incurred by us in relation to the purchase of the Goods, including without limitation any currency conversion charges where payment is made other than in pounds sterling.

6 Delivery

6.1 Unless otherwise agreed in writing between us and the Registered User all prices are given by us on an ex-works basis and where we agree to deliver the Goods otherwise than at our premises, you shall also be liable to pay the full cost (including any taxes or duties) for: standard packaging, carriage, freight and insurance for the delivery of the Goods to any address or place which has been specified in writing by you and agreed by us prior to delivery (Delivery Address). 6.2 Subject to availability, we will use reasonable endeavours to deliver the Goods you have ordered as soon as possible after your order is accepted by us. We will usually deliver all Goods comprised in your order in one delivery, unless your order consists of multiple Goods, some of which are not available from stock/for an extended period, in which case, if all Goods are not ready for despatch within 7 days of you placing your order, we will separately despatch those items that are. 6.3 We will deliver directly to the address specified in your order. We cannot deliver items within the same order to multiple addresses. 6.4 Deliveries in the UK are made Monday to Friday (excluding bank holidays and public holidays in the country of delivery), normally between the hours of 8am and 5pm. The precise timing of a delivery cannot be specified. Certain deliveries may require a signature to confirm receipt. Times for deliveries outside the UK may vary. 6.5 Once delivered, the Goods ordered will become your property (provided they have been paid for in full) and your responsibility and, except in relation to Goods that are damaged or faulty when delivered or have been incorrectly delivered, we will not accept any liability for their loss, damage or destruction after they have been delivered. 6.6 If you fail to take delivery of the Goods or fails to give us adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond your reasonable control or by reason of the our fault) then without prejudice to any other right or remedy available to the us, we may: 6.6.1 store the Goods until actual delivery and charge you for the reasonable costs (including insurance) of storage; or 6.6.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to you for the excess over the price under the Contract or charge you for any shortfall below the price under the Contract.

7 Risk and Property

7.1 The risk of any loss or damage to, or deterioration of, the Goods shall pass to you: 7.1.1 in the case of Goods to be delivered at our premises (by you collecting the Goods), at the time when we notify you that the Goods are available for collection; or 7.1.2 in the case of Goods to be delivered otherwise than at our premises (usually to the Delivery Address), at the time of delivery or, if you wrongfully fail to take delivery of the Goods, the time when we had tendered delivery of the Goods. 7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to you until we have received in cash or cleared funds, payment in full of the price of the Goods and all other goods agreed to be sold by we to you for which payment is then due. 7.3 Until such time as the property in the Goods passes to you: 7.3.1 in the case of Goods to be delivered otherwise than at our premises you shall hold the Goods as our fiduciary agent and bailee; 7.3.2 shall keep the Goods separate from those of you and/or any third parties and properly stored, protected, insured and identified as our property but you shall be entitled to resell or use the Goods in the ordinary course is its business; and 7.3.3 (provided that if the Goods are still in existence and have not been resold) we shall be entitled at any time to require you to deliver up the Goods to us and, if you fail to do so forthwith, to enter upon any premises of you and/or the premises of any third party where the Goods are stored, and to repossess the Goods. 7.4 You shall not be entitled to pledge or in any way change by way of security for any indebtedness any of the Goods which remain our property, but if you do so all monies owing by you to us shall (without prejudice to any other right or remedy of ours) forthwith become due and payable.

8 Cancellations and returns

8.1 No order which has been accepted by us may be cancelled or varied by you except with our agreement in writing and terms that you shall indemnify us in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damage, charges and expenses incurred by us as a result of the cancellation. 8.2 Subject to 7.1 above, if you cancel your order, any undisputed sum debited by us from your credit/debit card will be refunded in full to the same card.

9 Shortages and damage of Goods and/or loss in transit

9.1 You shall inspect the Goods immediately upon delivery and shall notify the Seller in writing in relation to any claim it has based on: 9.1.1 any defect in the quality or condition of the Goods or their failure to correspond with specification (whether or not delivery is refused by you); and 9.1.2 any claims it has on account of damage to, or total or partial loss of the Goods while in transit; 9.1.3 within three working days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. 9.2 Any claims for non-delivery must be submitted in writing to the Seller within 14 working days after notification of despatch. 9.3 If the Seller fails to make delivery or makes defective delivery of any one instalment of Goods listed on an Order, the defective delivery shall not vitiate the Contract as regards other instalments. 9.4 If delivery is not refused, and you does not notify the Seller of any claim in accordance with the provisions of this clause, you shall not be entitled to reject the Goods and the Seller shall have no liability for such defects or failure, and you shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.

10 – Intellectual Property

10.1 All patents, trade marks, trade names, copyright and designs whether registered or unregistered in or relating to the Goods, associated packaging or any documentation (including without limitation technical data, drawings, reports and marketing materials) are and shall remain absolutely our property. You agree that such material may not be used except in connection with the operation, maintenance and use of the Goods and may not be disclosed to any third party. 10.2 You agree that you will not at any time without prior written consent from us manufacture or have manufactured any goods in imitation of our Goods.

11 – Orders for delivery outside the United Kingdom

11.1 Where the Goods are supplied for export from the United Kingdom, the provisions of this Condition apply (subject to any special terms agreed in writing between the Parties) and any term or expression which is defined in or given a particular meaning by the provisions of Incoterms has the same meaning in these Conditions, unless there is any conflict, in which case these Conditions will prevail. 11.2 Unless otherwise agreed in writing, the Goods will be delivered EXW as defined in the International Rules for the Interpretation of Trade Terms, 2000. We are under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979. 11.3 If you order Goods for delivery outside the United Kingdom, you are responsible for ensuring that the Goods comply with the laws and regulations of the country to which it requires the Goods to be supplied and for obtaining the necessary export/import licences, consents and approvals. You will not hold us liable for any failure to comply with those laws and regulations or to obtain the necessary licences, consents or approvals and you accept liability and responsibility for and import duty or other local tax.

12 – Warranties and Limitation of Liability

12.1 We warrant to you that: 12.1.1 the Goods shall confirm to the description of such Goods as provided in our most recent catalogues (either in published form or as listed at www.pareon.co.uk) or, in the case of Custom Synthesis, shall conform to the description accompanying the Goods; and 12.1.2 that the Goods are produced within the accepted tolerance and purity levels set out in our official literature and specifications including on the Site unless otherwise specified by us during the purchase process. 12.2 We will be under no liability: 12.2.1 in respect of any fault in the Goods arising from any drawing, design or specification or materials supplied by you; 12.2.2 in respect of any damage caused by any materials or compounds supplied by that result from Custom Synthesis where such materials or compounds have been either: (a) manufactured to your own drawings, specifications or design; or (b) manufactured using materials supplied by you which prove to be defective. 12.2.3 in respect of any defect, arising from wilful damage, negligence, failure to follow our instructions (whether oral or in writing), misuse, alteration of the Goods without our approval; 12.2.4 under any other warranty, condition or guarantee if the total price for the Goods has not been paid by the due date for payment. 12.3 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to us in accordance with these Trading Terms, we shall, at its sole discretion, replace the Goods free of charge but we shall have no further liability to you. 12.4 We will not be liable to you where performance of any of our obligations is prevented or restricted by any circumstance or cause beyond our reasonable control, including without limitation, Act of God; industrial action; import or export regulations or embargoes; difficulties in obtaining raw materials, labour, fuel, parts or machinery; power failure or breakdown in machinery. 12.5 You are responsible for the use you make of the Goods you order. To the extent not prohibited by law, we accept no liability for any loss which is not reasonably foreseeable or for any business loss (which includes loss of profits, contracts, goodwill, opportunity and other similar losses). 12.6 We accept liability for death or personal injury caused by our negligence and responsibility for fraudulent misrepresentation and any other liability that cannot, under English law, be excluded. 12.7 Save as expressly provided in these Trading Terms or as otherwise agreed in writing, we do not give you any guarantees, conditions or warranties whether express or implied by statute or common law or otherwise except that this provision shall in no way exclude any warranties, conditions or other terms where the Goods are sold to the person dealing as a consumer (within the meaning of the Unfair Contracts Terms Act 1977). 12.8 Except in respect of death or personal injury caused by our negligence, we shall not be liable to you by reason of any representation (other than fraudulent misrepresentation) or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses, or other claim for consequential compensation whatsoever (and whether caused by the negligence of us, its employees or agents or otherwise) above the purchase price of the quantity of the Goods in respect of which such loss or damage is claimed, except as expressly provided in these conditions. 12.9 Nothing in this section or elsewhere in our Trading Terms affects your statutory legal rights.

13 – Indemnity

13.1 You shall indemnify us in respect of all damage or injury occurring to any person, company or property and against all actions, suits, claims and demands, charges or expenses in connection therewith for which we may become liable in respect of the Goods (including in relation to any use or application of the Goods) under a contract that is subject to these Trading Terms in the event that the damage or injury have been occasioned otherwise than by our negligence. 13.2 You shall indemnify and keep us indemnified against all costs, expenses, damages and demands incurred by us in respect of: 13.2.1 any alleged infringement of the patents, trade marks, copyright, design or other industrial property rights used by us at the request of you; 13.2.2 any alleged breach or infringement of any statute or regulation concerning the preparation, marketing and distribution of the Goods to you; 13.2.3 any damage caused to you or to any third parties where the materials or compounds supplied by us result from Custom Synthesis and have been either: (a) manufactured to your own drawings, specifications or designs; or (b) manufactured using materials supplied by you which prove to be defective. 13.2.4 any alleged breach of any statute in relation to the trade descriptions or weights and measures where we relied or have relied upon information relating thereto or labels provided by you, and the breach does not arise from the negligence or default of us; 13.2.5 any claims arising and made under the Consumer Protection Act 1987 and which arise by reason of or in connection with a defect in the Goods or in the end product manufactured and/or supplied by you in which the Goods are comprised, which defect is attributable either to the compliance by us with the instructions given by you or to your design of the end product.

14 – Security

14.1 We understand that you may have concerns about security on the internet. The Site uses a secure server in our online ordering process to protect your personal information. 14.2 We recommend that you do not communicate your payment card details to anyone, including us, by email. We cannot be responsible for any losses you may incur in transmitting information to us by internet link or by email. Any such loss shall be entirely your responsibility. 14.3 If you have any additional queries about security, please email us at: security@pareon.co.uk

15 – General

15.1 Pareon Chemicals Limited is a company registered in the United Kingdom. Our company number is 07654473 and our registered office address is 30-40 North Street. Hailsham, East Sussex BN27 1DW. Our VAT registration number is GB 156920888. 15.2 – Any notice under these Trading Terms shall be in writing and, unless delivered to a party personally, shall be sent by first class post, recorded delivery, facsimile or e-mail to, in the case of us to the address detailed below and in the case of you to the address given on your application to become a Registered User. 15.3 Failure by us to enforce a right does not result in waiver of such right. You may not assign or transfer your rights under these Trading Terms. 15.4 If any part of these Trading Terms is found to be unenforceable as a matter of law, all other parts of these Trading Terms shall be unaffected and shall remain in force. 15.5 The headings in these Trading Terms are for convenience, have no legal effect and should be disregarded when interpreting these Trading Terms. 15.6 If an order for Goods is formed in part via the Site and in part by other means then the relevant provisions of these Trading Terms and the Terms and Conditions of Sale shall apply as appropriate. If there is any conflict between the relevant provisions then the latter shall take precedence. 15.7 The contract of which these Trading Terms form a part is personal to the Registered User who shall not be entitled to assign the benefit thereof without our written consent. 15.8 Except as expressly provided in these Trading Terms, a person who is not a party to this contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the contract. 15.9 English law applies to these Trading Terms and the parties submit to the exclusive jurisdiction of the English Courts as regards any claim or matter arising in connection with any sale that is subject to the Trading Terms.

16 How to contact us

Please feel free to contact us in any of the following ways:

by email at enquiries@pareon.co.uk

by telephone on 07900 816332 (office hours)

by writing to us at: Pareon Chemicals Ltd, Wynott, Meadowside, Gt. Bookham, Surrey, KT23 3LG

17.Updates

These Trading Terms were last updated in Aug 2014.