Terms & Conditions

PHOENIX PIPELINE SYSTEMS LIMITED CONDITIONS OF BUSINESS

1. DEFINITIONS In these conditions the following words have the following meanings unless the context requires otherwise. “Contract” any contract between Phoenix and You incorporating these conditions for the sale of Products;   “Liability” liability for any and all damages, claims, proceedings, actions, awards, expenses, costs and any other losses and/or liabilities; “Phoenix” Phoenix Pipeline Systems Limited, Registration Number 06324032,of Phoenix Buildings, Brierley Street, Bury, BL9 9HN; “Products” piping for the construction industry and any ancillary products and/or goods ordered from Phoenix by You; “Working Day” Monday to Friday excluding Public Holidays in England and Wales;. “You, Your”  the person whose order for Products is accepted by Phoenix.  

2. BASIS OF CONTRACT 2.1 These conditions shall govern the agreement between Phoenix and You to the exclusion of any other terms or conditions.  2.2. These conditions supersede all previous terms and conditions and shall replace any terms and conditions previously notified to You. 2.3. No variation to these conditions shall be binding on Phoenix unless contained in Phoenix’s quotation or agreed in writing between You and an authorised representative of Phoenix. 2.4. Phoenix’s employees, sub-contractors and/or agents are not authorised to make any representations or warranties concerning the Products unless confirmed by Phoenix in writing.  2.5. No oral warranties or representations shall bind Phoenix (unless given by a Director of Phoenix). 2.6. You acknowledge that You do not rely on any representation and/or warranty not made in accordance with these conditions. 

3. ORDERS AND CONTRACT “Quotations” (unless stated otherwise) shall be available for acceptance for 30 days. Quotations may be withdrawn by Phoenix at any time during this period by oral or written notice. The Quotation may be varied after 30 days without notice. 3.2 Phoenix shall have the right to refuse to accept any orders placed for Products. 3.3 You shall be responsible for the accuracy of an order. 3.4 The Contract between Phoenix and You shall come into effect on Phoenix’s acceptance of Your order.  3.5 No order for Products shall be deemed accepted by Phoenix until confirmed by e-mail and/or in writing by Phoenix’s authorised representative. 3.6. If You cancel this Contract for any reason You shall have no further recourse against Phoenix under this Contract.

4. SAMPLES The production of any samples or test work for You shall, unless otherwise agreed in writing, be carried out at Your cost. 4.2 If You approve any sample produced or test work performed by Phoenix then You shall have no claim in respect of, nor any right to reject, any Products provided the Products in question are of the same description, specification, quality and fitness for purpose as the sample and/or test work as appropriate.   

5. DELIVERY 5.1 Dates for delivery are estimates only and are not guaranteed. Time is not of the essence in relation to such dates. They are also subject to any matter beyond Phoenix’s reasonable control. 5.2 Phoenix will use its reasonable endeavours to ensure delivery on the dates specified. 5.3 Where Products are to be delivered in instalments, each delivery shall constitute a separate and distinct contract and failure by Phoenix to deliver, or any claim by You in respect of, any instalment shall not entitle You to repudiate and/or terminate this Contract as a whole.  5.4 You shall have no right to reject Products and shall have no right to rescind for late delivery unless the due date for delivery has passed and You have served on Phoenix a written notice requiring the Contract to be performed and giving Phoenix not less than 14 days in which to do so and the notice has not been complied with. 5.5 Phoenix shall not be required to fulfil orders for Products in the sequence in which they are placed. 5.6 You shall be responsible at Your own cost for all arrangements to unload the Products. Delivery will be made between 7.00am and 6.30pm on Working Days. 5.7 You shall procure during normal working hours that Phoenix has free right of access to the address for delivery for the purpose of delivering the Products. 5.8 If You refuse to take delivery of any Products then Phoenix shall be entitled to withhold delivery of any other Products and to treat this Contract as repudiated by You and shall have the right to rescind this Contract. 5.9 If the parties agree that the Products are to be collected from Phoenix’s premises then You shall collect the Products within 5 [Working] Days of being notified that the Products are ready for collection. If the Products are not collected by You within the specified period Phoenix may despatch the Products to You at Your expense and risk/store the Products at Your expense and risk until despatch /collection.5.10 If You require a Proof of Delivery notice, You shall request such notice in writing within 5 Working Days of delivery of the Products.

6. POSTPONEMENT Phoenix may postpone delivery of the Products but shall be under no obligation to do so.  6.2. Where delivery of the Products is postponed at Your request then You shall pay all costs and expenses incurred by Phoenix as a result including reasonable charges for storage, transportation and insurance and You shall be obliged to pay for the Products as if delivery had not been postponed.

7. PRICE AND PAYMENT 7.1 The price of the Products shall be as quoted to You or otherwise as shown in Phoenix’s price list current at the date of the acceptance of the order at the date of delivery or otherwise as detailed on Phoenix’s price list for exports.  7.2. Except as otherwise stated, prices are ex-works, and where You are not collecting the Products from Phoenix you shall be liable to pay Phoenix’s charges for transport, packaging and insurance.  7.3. Phoenix may increase its prices in relation to the Products where the increase is to take account of increases in costs, expenses and/or materials suffered by Phoenix.  7.4. Phoenix may increase its prices where You:- 7.4.1 change the delivery dates; and/or; 7.4.2.change the quantity of Products required; and/or 7.4.3.change the specification of the Products ordered; and/or 7.4.4 fail to provide accurate or adequate information to enable Phoenix to carry out the Contract. 7.5. Phoenix’s prices are exclusive of any applicable VAT for which You shall additionally be liable. 7.6 Phoenix’s terms of payment are net cash or cleared funds by no later than the last Working Day of the calendar month following the calendar month in which delivery was made. Time for payment shall be of the essence. 7.7. If You fail to make any payment in full on the due date Phoenix may charge You any reasonable additional administration costs and/or interest (both before and after judgment) on the amount unpaid at the rate of either 8% above the base rate from time to time of the Bank of England Or at the prevailing rate of interest under the Late Payment of Commercial Debts (Interest) Act 1988 (as amended) at the absolute discretion of Phoenix. Such interest shall be compounded with monthly rests. 7.8. Any monies received by Phoenix from You may be applied by Phoenix at its option against any additional administrative costs and/or interest charged prior to application against any principal sums due from You against which it may be applied in any order. 7.9. Phoenix shall be entitled to invoice each delivery of Products separately.  7.10. You shall pay all sums due to Phoenix under this Contract without any set-off, deduction, counterclaim and/or any other withholding of monies. 7.11. Payment shall not be deemed to be made until Phoenix has received either cash or cleared funds in respect of the full amount outstanding. 7.12. Phoenix shall be entitled to render an invoice to You any time after the Products have been ordered. 7.13. If payment in full is not made to Phoenix when due then Phoenix may withhold or suspend future or current deliveries of the Products under any other agreement with You. 7.14. Phoenix will issue You with a receipt upon request. 

8. CANCELLATION 8.1 You may cancel delivery of the Products at any time up to 5 Working Days before the due date for despatch on condition that Phoenix shall have no Liability to You in relation to any Contract cancelled in accordance with this clause. 8.2 If You purport to cancel this Contract later than the above time limits and/or refuse to accept delivery of ordered Products You will indemnify and keep indemnified Phoenix against any and all lost profits, costs (including increased administration costs and legal costs on a full indemnity basis), expenses, damages and any other loss and/or Liability suffered by Phoenix as a result.

9. SPECIFICATION 9.1. Any specificationsupplied by Phoenix to You shall only be approximate unless stated on Phoenix’s quotation or agreed in writing. 9.2. The quantity, quality, description and/or specification for the Products and/or the Services shall be that set out in Phoenix’s quotation which is made against Your order. 9.3. You are responsible for checking the quotation and satisfying itself that any specification given is accurate and adequate. 9.4 Phoenix shall have no Liability for errors in any specification or details supplied by You and You are solely responsible for their accuracy.  9.5. Details and/or specifications in brochures and price lists produced by Phoenix are intended as a guide only and only give a general approximation of the Products. 9.6. You agree to indemnify and keep indemnified Phoenix against any and all claims, losses, expenses, proceedings, actions, awards, liabilities, costs (including legal costs on a full indemnity basis and increased administration costs) and any other losses and/or liabilities arising out of Phoenix’s use of specifications, details and/or drawings supplied by You.  9.7. Phoenix reserves the right to make changes to the specification of the Products as required from time to time by law, applicable safety requirements or manufacturing requirements provided that they do not have a material adverse effect on the quality of the Products. 9.8. If Phoenix does make changes to the specification of the Products which have a material adverse effect then You shall have the right to cancel the Contract without Liability. 9.9. Phoenix may satisfy any order for Products by delivery of the Products which is within 15% of the amount ordered and the net invoice value shall be adjusted pro rata as a result. 9.10. If You return Products to Phoenix because of an error in the specification, details and/or any order made by You, You will be charged a minimum re-stocking charge of 25% of the net invoice value for the return of the Products in questions.

10. CONFIDENTIALITY 10.1. You agree that you will keep confidential and not use except for purposes contemplated by this Contract, all information relating to the Products and all confidential business information regarding Phoenix, which may be disclosed to You or which You may learn except where such information is public knowledge or is required to be disclosed by law.

11. PROPERTY AND RISK 11.1 Risk in the Products shall pass to You at the time of delivery. Delivery shall be deemed to occur:- 11.1.1 when the Products leave Phoenix’s premises; or 11.1.2. after the expiration of 5 Working Days after You has been notified of it, if the Products are available for collection from Phoenix in accordance with clause 5.9. 11.2 Risk of damage to or loss of the Products shall pass to the Customer on despatch. 11.3. Phoenix shall retain title and ownership of the Products until it has received payment in full in cash or cleared funds of all sums due and/or owing for all Products supplied to You by Phoenix under this Contract. 11.4. Until payment in full of the price for all Products supplied to You the Products shall be stored separately and must be clearly marked and identified as being Phoenix’s property. You agree that Phoenix’s employees and/or agents shall be entitled to enter Your premises to check compliance with this clause.  11.5. Until title in the Products has passed to You, You shall keep the Products insured for the price at which the Products were sold to You against all normal risks and shall account to Phoenix for any proceeds of such policy of insurance in relation to the Products upon receipt of the same. Any monies received from You by Phoenix in accordance with this clause shall not discharge Your liability to pay the price for the Products plus interest accrued in accordance with clause 7.7 but shall be set off against any such liability. 

12. DEFAULT 12.1. If You: 12.1.1. fail to make any payment to Phoenix when due; 12.1.2. breach the terms of this Contract and, fail to remedy the breach within 14 days of receiving notice from Phoenix; 12.1.3. persistently breach any one or more terms of this Contract; 12.1.4. pledge or charge any Products which are the property of Phoenix, or cease or threaten to cease to carry on business, or proposes to compound with Your creditors, apply for an interim order under Section 252 Insolvency Act 1986 or have a Bankruptcy Petition presented against You,, enter into voluntary or compulsory liquidation, have a receiver, administrator or administrative receiver appointed over all or any of Your assets, or take or suffer any similar action in any jurisdiction; 12.1.5 exceed the credit limit set by Phoenix; 12.1.6. appear to Phoenix to be financially inadequate to meet Your obligations under the Contract; and/or 12.1.7. appear reasonably to Phoenix to be about to suffer any of the above events; then Phoenix shall have the right, without prejudice to any other remedies, to exercise any or all of the rights set out in clause 12.2 below. 12.2 If any of the events set out in clause 12.1 above occurs in relation to You then:- 12.2.1. Phoenix may enter, without prior notice, any premises of Yours (or premises of third parties with their consent) where Products owned by Phoenix may be and repossess and dispose of or sell any Products found which are owned by Phoenix so as to discharge any sums due to Phoenix under this Contract or any other agreement with You;  12.2.2. Phoenix may require You not to re-sell or part with the possession of any Products owned by Phoenix until You has paid in full all sums due to Phoenix under this Contract or any other agreement with You; 12.2.3. Phoenix may withhold delivery of any undelivered Products and stop any Products in transit; 12.2.4. Phoenix may cancel, terminate and/or suspend without Liability to You any contract with You; and/or 12.2.5. all monies owed by You to Phoenix shall forthwith become due and payable. 12.3. Phoenix shall have a lien over all property or goods belonging to You which may be in Phoenix’s possession in respect of all sums due from You to Phoenix. 12.4. Upon the termination of the Contract for any reason if any monies due to Phoenix from You have not been paid within 14 days of such termination Phoenix: 12.4.1 may sell any property or goods over which it has a lien in accordance with clause 12.3 above (and You agree that Phoenix may give good title for such property and/or goods): 12.4.2 and shall apply the proceeds of sale  12.4.2.1 in discharging any costs or expenses of sale; 12.4.2.2  in repaying any interest owed by You to Phoenix; 12.4.2.3. in payment of any principal sums owed to Phoenix and 12.4.2.4 finally shall account to You for the remainder (if any). 

13. GUARANTEE 13.1 If any products are proven to be defective and are covered by a manufacturers guarantee, then we will make all reasonable endeavours to assign any relevant Guarantee with the Product in question. 13.2 Phoenix guarantees that any Products manufactured by Phoenix will be free from defects in materials and/or workmanship for a period of 12 months from the date of delivery of the Products to You. 13.3. The guarantee in clause 13.1 above is given by Phoenix subject to Phoenix having no liability in respect of any: 13.3.1 defect in the Products arising from any specification supplied by You; 13.3.2 faults arising after risk in the Products has passed caused by any subsequent mechanical, chemical, electrolytic or other damage not due to a defect in the Products as appropriate; and/or 13.3.3  faults or defects caused by wilful damage, abnormal working conditions, failure to follow Phoenix’s instructions, misuse, alteration or repair of Products without Phoenix’s approval, improper maintenance or negligence on the part of You or a third party. 13.4 If any Products prove to be defective and are covered by the guarantee in clause 13.1 above then Phoenix shall at its sole option either repair or replace such Products [or refund the price for such Products] provided always that any defect is notified to Phoenix within 7 working days of the defect becoming apparent or suspected or when it should reasonably have become apparent to or suspected by You. 13.5. Any work carried out by Phoenix which is not covered by the guarantee in clause 13.1 above will be charged for. 13.6. The guarantee in clause 13.1 above will not apply if You has not paid in full for the relevant Products on the due date for payment. 

14. REPAIRS AND REPLACEMENTS 14.1 Phoenix will at its option either refund the price, repair, replace free of charge or re-perform any defective Products where the defect is apparent on inspection provided that the defect is notified to Phoenix within 5 Working Days of delivery of such Products or performance of the Services. 14.2. Phoenix, if it requests shall have the right to inspect any allegedly defective Products, and Phoenix will not have any Liability for defective Products until it has been allowed to make such inspection. 14.3. Phoenix will at its option either refund the price of or replace free of charge any Products missing from a delivery of Products provided that the missing items are notified to Phoenix within 5 Working Days of delivery or, in the event of total non-delivery, this fact is notified to Phoenix within 5 Working Days of receipt of the invoice by You.   

15. LIMITATIONS ON LIABILITY 15.1. Phoenix shall have no Liability for defective Products where the defect has been caused or contributed to by You. 15.2. Phoenix shall have no Liability to You if the price for the Products has not been paid in full by the due date for payment.  15.3. Phoenix shall have no Liability to You for defective Products. Products not despatched or Products damaged or lost in transit unless the event is notified to Phoenix within the appropriate time limit set out in this Contract. 15.4. Phoenix shall have no Liability for damage, loss, liability, claims, costs or expenses caused or contributed to by Your continued use of defective Products after a defect has become apparent or suspected or should reasonably have become apparent to You. 15.5. You shall give Phoenix a reasonable opportunity to remedy any matter for which Phoenix is liable before You incur any costs and/or expenses in remedying the matter Yourself. If You do not do so Phoenix shall have no Liability to You.   15.6. Phoenix shall have no Liability to You to the extent that You are covered by any policy of insurance and You shall ensure that Your insurers waive any and all rights of subrogation they may have against Phoenix. 15.7. Phoenix shall have no Liability for any matters which are outside its reasonable control. 15.8. Phoenix shall have no Liability to You for any: 15.8.1. consequential losses;  15.8.2 loss of profits and/or damage to goodwill;  15.8.3. economic and/or other similar losses; 15.8.4. special damages and indirect losses; and/or 15.8.5. business interruption, loss of business, contracts, opportunity and/or production. 15.9. You shall be under a duty to mitigate any loss, damage, costs or expenses that it may suffer (including by maintaining an adequate stock of Products).  15.10. Phoenix’s total Liability to You in relation to any one claim shall not exceed £50,000.00 (Fifty Thousand Pounds). To the extent that any Liability of Phoenix to You would be met by any insurance of Phoenix then the Liability of Phoenix shall be extended to the extent that such Liability is met by such insurance. 15.11. Each of the limitations and/or exclusions in this Contract shall be deemed to be repeated and apply as a separate provision for each of: 15.11.1. Liability for breach of contract; 15.11.2. Liability in tort (including negligence); 15.11.3. Liability for breach of statutory duty; and 15.11.4 Liability for breach of Common Law except clause 15.10 above which shall apply once only in respect of all the said types of Liability. 15.12. Nothing in this Contract shall exclude or limit the Liability of Phoenix for death or personal injury due to its negligence or any Liability which is due to Phoenix’s fraud or any other liability which it is not permitted to exclude or limit as a matter of law. 15.13. All warranties, terms, conditions and duties implied by law relating to fitness, quality or adequacy are excluded to the fullest extent permitted by law.   15.14. Nothing in this Contract shall exclude or limit any statutory rights of You which may not be excluded or limited due to You acting as a consumer. Any provision which would be void under any consumer protection legislation or other legislation shall to that extent, have no force or effect. 15.15. The limitations in this Contract are necessary in order to allow Phoenix to provide the Products at its current prices.  15.16. If You requires greater protection then Phoenix will agree to modify the limitations and extend its guarantees in return for the payment of a higher price for the Products.  

16. GENERAL You agree to indemnify and keep indemnified Phoenix against any and all losses, proceedings, lost profits, damages, awards, expenses, claims, costs (including increased administration costs and legal costs on a full indemnity basis), actions and any other losses and/or liabilities suffered by Phoenix and arising from or due to any breach of contract, any tortious act and/or omission and/or any breach of statutory duty by You.   16.2. No waiver by Phoenix of any breach of this Contract shall be considered as a waiver of any subsequent breach of the same provision or any other provision. 16.3. If any provision of this Contract is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of this Contract and the remainder of the affected provision shall be unaffected and shall remain in full force and effect. 16.4. Phoenix shall have no Liability to You for any delay in performance of this Contract (other than in relation to payment) to the extent that such delay is due to any events outside Phoenix’s reasonable control including but not limited to acts of God, war, flood, fire, labour disputes, subcontractor delays, strikes, lock-outs, riots, civil commotion, malicious damage, explosion, governmental actions and any other similar events. If Phoenix is affected by any such event then time for performance shall be extended for a period equal to the period that such event or events delayed such performance. 16.5. You shall not assign its interest in the Contract (or any part) without the written consent of Phoenix. 16.6. All third party rights are excluded and no third party shall have any right to enforce this Contract. This shall not apply to members of the Phoenix group from time to time who shall, subject to Phoenix’s consent, have the right to enforce this Contract as if they were Phoenix. 16.7. This Contract is governed by and interpreted in accordance with English law and the parties agree to submit to the exclusive jurisdiction of the English courts.