PARRY GROUP LIMITED’S TERMS AND CONDITIONS 
 

The Buyer's attention is in particular drawn to the provisions of Condition 13.
1. INTERPRETATION
1.1. The definitions and rules of interpretation in this condition apply in these Conditions
Buyer: the person, firm or company who purchases the Goods from the Company;
Company: Parry Group Limited (company 395292) whose registered address is The New Factory, Town End Road, Draycott, Derbyshire DE72 3PT;
Contract: any contract between the Company and the Buyer for the sale and purchase of the Goods, incorporating these Conditions;
Delivery Point: the place where delivery of the Goods is to take place under Condition 4;
Goods: any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them).
1.2. A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.3. Words in the singular include the plural and in the plural include the singular.
1.4. A reference to one gender includes a reference to the other gender.
1.5. Condition headings do not affect the interpretation of these Conditions.
2. APPLICATION OF TERMS
2.1. Subject to any variation under Condition 2.3 the Contract shall be on these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).
2.2. No terms or conditions endorsed on, delivered with or contained in the Buyer's purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
2.3. These Conditions apply to all the Company's sales and any variation to these Conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a director of the Company. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Nothing in this Condition shall exclude or limit the Company's liability for fraudulent misrepresentation.
2.4. Each order or acceptance of a quotation for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to buy Goods subject to these Conditions.
2.5. No order placed by the Buyer shall be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Goods to the Buyer.
2.6. The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate.
2.7. Any quotation is given on the basis that no Contract shall come into existence until the Company despatches an acknowledgement of order to the Buyer. Any quotation is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it.
3. DESCRIPTION
3.1. The quantity and description of the Goods shall be as set out in the Company's quotation or acknowledgement of order.
3.2. All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them and shall remain the property of the Company (together with the copyright therein). They shall not form part of the Contract and this is not a sale by sample.
4. DELIVERY
4.1. Unless otherwise agreed in writing by the Company, delivery of the Goods shall take place at the Buyer’s place of business.
4.2. The Company reserves the right to charge for carriage and packaging at its discretion.
4.3. When the Goods are delivered to the Buyer, the Buyer must ensure that each consignment note is countersigned by one of the Buyer’s employees or agents showing the time and date of arrival of the Goods. Clear signatures should be given on each consignment note and such counter signature(s) shall mean that the Buyer has accepted delivery of the Goods. The Company cannot accept responsibility for indecipherable signatures should the consignment become the subject of a claim
4.4. The Company must be notified within 24 hours of the time of arrival of the Goods of any claim for damage, whereupon the following details must be notified to the Company: advice note number; time and date of arrival of the Goods; name of carrier; condition of Goods and packaging; and date the carrier advised.
4.5. The provisions of S35(A) of The Sale of Goods Act 1979 (as amended) shall not apply to the Contract except where the Buyer deals as a consumer within the meaning of Section 12 of the Unfair Contract Terms Act 1977.
4.6. Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.
4.7. Subject to the other provisions of these Conditions the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company's negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 180 days.
4.8. If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations:
4.8.1. risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Company's negligence);
4.8.2. the Goods shall be deemed to have been delivered; and
4.8.3. the Company may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
4.9. The Buyer shall provide at the Delivery Point and at its expense adequate and appropriate equipment and manual labour for loading or unloading (as the case may be) the Goods.
4.10. The Company may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.
4.11. Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.
5. NON-DELIVERY
5.1. The quantity of any consignment of Goods as recorded by the Company on despatch from the Company's place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
5.2. The Company shall not be liable for any non-delivery of Goods (even if caused by the Company's negligence) unless the Buyer gives written notice to the Company of the non-delivery within 5 days of the date when the Goods would in the ordinary course of events have been received.
5.3. Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
6. RISK/TITLE
6.1. The Goods are at the risk of the Buyer from the time of delivery.
6.2. Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:
6.2.1. the Goods; and
6.2.2. all other sums which are or which become due to the Company from the Buyer on any account.
6.3. Until ownership of the Goods has passed to the Buyer, the Buyer shall:
6.3.1. hold the Goods on a fiduciary basis as the Company's bailee;
6.3.2. store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Company's property;
6.3.3. not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
6.3.4. maintain the Goods in satisfactory condition and keep them insured on the Company's behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Buyer shall produce the policy of insurance to the Company.
6.4. The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:
6.4.1. any sale shall be effected in the ordinary course of the Buyer's business at full market value; and
6.4.2. any such sale shall be a sale of the Company's property on the Buyer's own behalf and the Buyer shall deal as principal when making such a sale.
6.5. The Buyer's right to possession of the Goods shall terminate immediately if:
6.5.1. the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or
6.5.2. the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Company and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or
6.5.3. the Buyer encumbers or in any way charges any of the Goods.
6.6. The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.
6.7. The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer's right to possession has terminated, to recover them.
6.8. Where the Company is unable to determine whether any Goods are the Goods in respect of which the Buyer's right to possession has terminated, the Buyer shall be deemed to have sold all Goods of the kind sold by the Company to the Buyer in the order in which they were invoiced to the Buyer.
6.9. On termination of the Contract, howsoever caused, the Company's (but not the Buyer's) rights contained in this Condition 6 shall remain in effect.
7. PRICE
7.1. Unless otherwise agreed in writing by the Company, the price for the Goods shall be the price set out in the Company's price list published on the date of delivery or deemed delivery.
7.2. The price for the Goods shall be exclusive of any value added tax and all costs or charges in relation to packaging, loading, unloading, carriage and insurance, all of which amounts the Buyer shall pay in addition when it is due to pay for the Goods.
8. PAYMENT
8.1. Subject to Condition 8.4, payment of the price for the Goods is due in pounds sterling on the date of delivery or deemed delivery.
8.2. Time for payment shall be of the essence.
8.3. No payment shall be deemed to have been received until the Company has received cleared funds.
8.4. All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.
8.5. The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer.
8.6. If the Buyer fails to pay the Company any sum due pursuant to the Contract, the Buyer shall be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 2% above the base lending rate from time to time of HSBC Bank Plc, accruing on a daily basis until payment is made, whether before or after any judgment, together with all direct expenses reasonably incurred by the Company in collecting or attempting to collect amounts outstanding, such expenses shall include but shall not be limited to fees of delivery collection services, solicitors, accountants and all other direct expenses so incurred. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
9. CREDIT
The Contract shall be subject to the Company being satisfied as to the Buyer’s references and without prejudice to the generality of the foregoing, the Company may (in its absolute discretion), having informed the Buyer that the Goods are ready for despatch, refrain from delivering the Goods until such time as the Buyer tenders payment of the price for the Goods together with any other sums which are or which become due to the Company from the Buyer on any account.
10. GUARANTEE
10.1. Subject to the remaining provisions of this Condition 10, if the Buyer establishes to the Company’s reasonable satisfaction that:
10.1.1. the Goods are defective or (where applicable) there is a defect in the workmanship of the Goods; or
10.1.2. (where applicable) there is a defect in the design of the Goods; or
10.1.3. (where applicable) the Goods are not in accordance with the quality or specification contained in the Contract; or
10.1.4. there is some other failure on the Company’s part in relation to the Goods to comply with the Contract
then,
10.1.5 in the case of P.D.Lighting & Parry Catering Equipment having the product ranges as set out in Appendix 1, within a period of 12 months from the date of delivery;
10.1.6 in the case of Parry Catering Equipment Ultima Range, within a period of 24 months from the date of delivery; or
10.1.7 in the case of Parry Catering Equipment Ice Machines, Bottle Coolers & Refrigeration, within a period of 36 months from the date of delivery;
the Company shall:
10.1.8 repair the Goods; or
10.1.9 if the sole opinion of the Company, the Goods cannot be repaired, replace the Goods with goods which are in accordance with the Contract.
10.2. Condition 10.1 (“the Guarantee”) shall not apply unless:
10.2.1. in the case of defects which would have been reasonably apparent to the Buyer on reasonable examination of the Goods on delivery, the Buyer gives written notice of the defect to the Company within 14 days of the date of delivery; or
10.2.2. in the case of all other defects, the Buyer gives written notice of the defect to the Company within 7 days of the date when the defect becomes apparent;
10.3. The Buyer shall give to the Company, the Company’s employees and agents safe and unrestricted access to the Buyer’s place of business (together with such other facilities and information as the Company may reasonably require) to enable the Company to ascertain or verify the nature and cause of the alleged defect or failure and to carry out the Company’s obligations under the Guarantee.
10.4. The Company may give the Buyer written notice to immediately stop using of any of the Goods in respect of which the Company have been notified of an alleged defect or failure. If the Buyer fails to comply with that notice the Company shall not be liable to the Buyer under this Condition or otherwise in relation to such Goods. If the Company does not give the Buyer notice, the Company shall not be liable for any damages or losses which the Buyer suffers if such damages or losses are caused by the Buyer’s continued use of the Goods after a defect or failure became apparent to the Buyer.
10.5. The Company shall not be under an obligation to repair (or replace) the Goods (or any part of them) where the alleged defect or failure results from the Buyer or any third party's incorrect installation or handling, or alteration without the Company’s consent, wear and tear, accident, failure to observe the sampling or testing procedures, abnormal or improper conditions of storage or use or any act, neglect or default (including negligence) or results from incorrect specification or other data supplied by the Buyer to the Company.
10.6. The Company shall repair the Goods at the Buyer’s place of business.
10.7. If in the Company’s sole opinion the Goods cannot be repaired, the Company shall deliver the replacement goods provided under the Guarantee to the Buyer at the Buyer’s place of business. Ownership of the defective Goods shall (if it has vested in the Buyer) re-vest in the Company. The Buyer shall make any such arrangements as may be necessary to remove the defective Goods but the Buyer must not dispose of any of the Goods without the Company’s prior written consent.
10.8. The provisions of this Condition 10 shall not apply to any replacement goods provided under the Guarantee.
10.9. The Guarantee is in place of any other legal remedy which the Buyer has in respect of any alleged defect or failure and:
10.9.1. The Company’s liability shall in all cases and for all such purposes be limited to the obligations imposed by the Guarantee;
10.9.2. ANY OTHER CONDITION, WARRANTY, REPRESENTATION OR UNDERTAKING OF THE COMPANY AS TO THE QUALITY OF THE GOODS OR THEIR FITNESS OR SUITABILITY FOR ANY PURPOSE WHICH MAY BE IMPLIED BY STATUTE, CUSTOM OF THE TRADE OR OTHERWISE IS EXCLUDED AND THE PROVISIONS OF SECTIONS 13 TO 15 OF THE SALE OF GOODS ACT 1979 SHALL NOT APPLY TO THE CONTRACT EXCEPT WHERE THE BUYER DEALS AS A CONSUMER WITHIN THE MEANING OF SECTION 12 UNFAIR CONTRACT TERMS ACT 1977;
10.9.3. The Company shall not be liable to the Buyer in contract, tort or for breach of statutory duty for any loss of profit, loss of business, depletion of goodwill, loss of opportunity, loss of data, loss of use, loss of contracts, loss of expected savings or interruption to the Buyer’s business which the Buyer may suffer by reason of any act, omission, neglect or default (including negligence) in the performance of the obligations of this Condition 10.
10.9.4. The Company shall not be liable for faults in or failure of the Goods due to the Buyer’s methods of placing or positioning, or the effects of inclement weather during placing or positioning;
10.9.4.1. if a defect in the Goods should have been revealed by the Buyer’s examination at the time of supply, the Company’s responsibility in respect of such defect shall be limited to the supply of goods to replace the defective goods;
10.9.4.2. if at the Buyer’s request the Company have incorporated any additional material from any source into the Goods supplied the Company shall not have any liability for any losses that may be suffered by the Buyer in respect of such incorporation;
10.9.5. Without prejudice to the above where in relation to any supply of Goods the Company comply with the Buyer’s request for a variation of any of the constituents and/or properties referred to in the description of the Goods specified on the consignment note, the Buyer accepts any consequential variation to those constituents and/or properties and the Company shall have no liability for any loss, damage or defect resulting from such variation or additions.
11. RETURN OF GOODS
In no circumstances may Goods supplied against an accepted order be returned by the Buyer without the Buyer having first applied for and obtained the written consent of the Company. A handling charge may be deducted from any credit allowed where it is established to the Company’s reasonable satisfaction that the reason for the return of the Goods was not the subject of Condition 4.4 (Damage in Transit) and Clause 10 (Guarantee to Replace) or through any error on the part of the Company.
12. INSPECTION AND TEST
The Company’s products are carefully inspected and where practicable submitted to the Company’s standard tests at the Company’s place of business before despatch. If tests other than the Company’s standard tests are required or tests are required to be carried out in the presence of the Buyer (or the Buyer’s representative), the Company reserves the right to charge for such testing. In the event of any delay on the Buyer’s part in attending such tests, such delay being longer than 7 days from the date that the Company notified the Buyer that the Company is in a position to proceed, the Company reserves the right to proceed with such tests in the Buyer’s absence and such tests shall be deemed to have been made in the Buyer’s presence.
13. LIMITATION OF LIABILITY
13.1. Subject to Condition 4, Condition 5 and Condition 10, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
13.1.1. any breach of these Conditions;
13.1.2. any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and
13.1.3. any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
13.2. Nothing in these Conditions shall impose on the Company any liability in respect of any representation, suggestion or comment with regard to the Goods made by the Company, its employees or agents in the course of any negotiations between the Company and the Buyer (including but not limited to any performance figures given by the Company) leading to the making of the Contract unless in the case of any such representation the Company has expressly agreed in writing that it shall be a term of the Contract. Nothing in this Condition shall exclude or limit the Company’s liability for fraudulent misrepresentation.
13.3. All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
13.4. Nothing in these Conditions excludes or limits the liability of the Company:
13.4.1. for death or personal injury caused by the Company's negligence; or
13.4.2. under section 2(3), Consumer Protection Act 1987; or
13.4.3. for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
13.4.4. for fraud or fraudulent misrepresentation.
13.5. Subject to Condition 13.3 and Condition 13.4:
13.5.1. the Company's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and
13.5.2. the Company shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill, loss of opportunity, loss of data, loss of use, loss of contracts, loss of expected savings or interruption to the Buyer’s business, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
14. ASSIGNMENT
14.1. The Company may assign the Contract or any part of it to any person, firm or company.
14.2. The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.
15. FORCE MAJEURE
The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.
16. EXPORT TERMS
16.1. Unless otherwise agreed in writing by the Company, where the Goods are supplied for export from the United Kingdom the Buyer shall be responsible (at the Buyer’s cost) for complying with any legislation or regulations governing the importation of the Goods into the country of destination (including obtaining relevant licences, permits and permissions) and for the payment of any duties and for supplying all relevant details to the Company where delivery is to be made at the Buyer’s place of business.
16.2. Unless the Buyer is to collect the Goods from the Company’s place of business the Goods shall be delivered at the Buyer’s nominated place of business (as agreed by the Company).
17. GENERAL
17.1. Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
17.2. If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
17.3. Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
17.4. Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
17.5. The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
17.6. The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
18. COMMUNICATIONS
18.1. All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax:
18.1.1. (in case of communications to the Company) to its registered office or such changed address as shall be notified to the Buyer by the Company; or
18.1.2. (in the case of the communications to the Buyer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Buyer set out in any document which forms part of the Contract or such other address as shall be notified to the Company by the Buyer.
18.2. Communications shall be deemed to have been received:
18.2.1. if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or
18.2.2. if delivered by hand, on the day of delivery; or
18.2.3. if sent by fax on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.

Appendix 1
Parry Catering Equipment Alpha Range, Paragon Range and Parry Plus Range with the exception of products listed in clause 10.1.7.