Terms and Conditions

Profile Panels LTD - Credit Account - Terms & Conditions

These terms and conditions of trade apply to all our Sale of Goods Contracts. Any order placed with Profile Panels LTD (“Our”, “Us”,

“We”, or “Profile Panels LTD") by you (“You” or “Customer”) constitutes your agreement to be bound by these terms. Any additional or different terms you stipulate or state in any communication with Profile Panels LTD (including an order) are hereby objected to and will not bind Profile Panels LTD unless Profile Panels LTD agrees in writing. No sales person, representative or agent is authorised by Profile Panels LTD to give any guarantee, warranty or representation in addition to, or contrary to these terms. In any event, receipt of goods by you (or another as you direct) upon delivery constitutes your agreement to be bound by these terms.

1. Sales and Purchase

1.1 Your placement of an order with us (“Order”) constitutes an offer by you to purchase goods from us on these terms. The Order is placed when it is submitted to us.

1.2 The Order is accepted only when we notify you that we accept your Order. For example, we might notify you that we accept your Order by sending you an e-mail stating this or displaying a confirmation on our website. Delivery of goods constitutes notice of our acceptance of the order.

1.3 Unless otherwise agreed in writing with Profile Panels LTD, you must not purchase goods from us for the purpose of resale.

1.4 If we accept the Order, a binding contract between you and us will arise on these terms (the Contract). The Contract may be amended only by written agreement between us and you.

2. Price and price variation

2.1 Prices quoted are excluding GST unless otherwise stated. Unless otherwise agreed in writing, the price of the goods will be the current price on the day of order. We may change our prices from time to time without notice. Prices do not include any delivery fees. We are entitled to charge a delivery fee, which will be calculated by reference to the goods purchased and the post code of the address stated in the Order.

2.2 Profile Panels LTD shall be entitled to adjust any price quoted from time to time and the Customer agrees to pay any such adjusted price to take account of variations in the cost to Profile Panels LTD of carrying out the whole or any part of the contract arising from any of the following:

(a) delays in delivery or installation of the goods or any of them as a result of instructions or lack of instructions from the Customer, the Customer's failure or inability to fulfil the obligations under the contract or any action or inaction by the Customer or other circumstances beyond Profile Panels LTD's control;

(b) variation in the cost of Profile Panels LTD acquiring the goods directly or indirectly, on account of changes in rates of freight and transport costs, insurance, customs duties, taxes, existing tariff classifications or any variation in currency exchange rates;

(c) variations in the cost of rates of all statutory, government or local government or governmental authority charges and obligations; or

(d) any correction of errors or omissions on the part of Profile Panels LTD or any of its representatives.

3. Payment

3.1 Profile Panels LTD reserves the right to suspend delivery of further goods if the terms of payment are not strictly adhered to by the Customer.

3.2 Interest may be charged on overdue accounts at a rate of 2.5% over bank rate.

3.3 Any expenses, costs or disbursements incurred by Profile Panels LTD in recovering any outstanding monies including debt collection agency fees or solicitor's costs shall be paid by the Customer.

3.4 You must pay us any fees or costs imposed on us if any payment you make to us is dishonoured or reversed.

Special Terms Applying to Business Account Holders Only

3.5 Unless otherwise agreed, the purchase price shall be paid to Profile Panels LTD at its address by the 20th of the month following the month in which the invoice was dated. Payment will not be accepted by any means other than direct credit or direct debit or Credit card. 

3.6 If any account is in dispute, the undisputed portion of the account shall be payable in accordance with the normal terms of payments as provided in 3.5.

Payment of the disputed portion may be withheld provided the matter is brought to Profile Panels LTD's attention immediately it is discovered and a letter of explanation setting out the particulars of the dispute is sent to Profile Panels LTD within seven days of the dispute arising.

3.7 The Business Account Customer shall not be liable for any indebtedness arising from the fraudulent use of the account provided that the Customer must on discovering the fraudulent use of the account immediately notify Profile Panels LTD of such fraudulent use. The burden of proving such use was fraudulent shall lie with the Customer.

3.8 The Business Account Customer shall endeavour to return all goods acquired by fraudulent use.

4. Delivery

4.1 Profile Panels LTD shall deliver the goods to the address stated on the order or as agreed by Profile Panels LTD in writing.

4.2 Profile Panels LTD shall deliver the goods by such carrier and such form of transport Profile Panels LTD consider to be appropriate.

4.3 The Customer agrees to inform Profile Panels LTD within 14 days of the date of invoice if proof of delivery is required. After this period, no liability will lie with Profile Panels LTD for proof of delivery.

4.4 Profile Panels LTD will not be responsible for any part delivery or delay in delivery of the goods as a result of events occurring beyond Profile Panels LTD's control. Profile Panels LTD shall not be in any way responsible for any consequences (direct or indirect) arising from such delay or non-delivery.

5. Privacy Act 1993

5.1 The Customer authorises Profile Panels LTD to collect, retain, and use personal information about the Customer (including the information collected in this document) for the following purposes only: (a) assessing the Customer's creditworthiness.

(b) disclosing to a third party details of this application and any subsequent dealings it may have with Profile Panels LTD for the purpose of recovering amounts payable by the Customer and providing credit references.

(c) marketing goods and services provided by Profile Panels LTD to the Customer.

5.2 The Customer, if an individual, has a right of access to information about the Customer held by Profile Panels LTD. The Customer may request correction of that information and may require that the request be stored with that information. Profile Panels LTD may charge reasonable costs for providing access to that information.

6. Intellectual Property

6.1 Where Profile Panels LTD has followed a design or instruction furnished by or given by the Customer, the Customer shall indemnify Profile Panels LTD against all damages, penalties, costs and expenses of Profile Panels LTD or in respect of which Profile Panels LTD may become liable through any work required to be done in accordance with these instructions involving an infringement of a patent, trademark, registered design or common law right.

6.2 Should Profile Panels LTD be required to match any shade or colour, a light and dark tolerance shall be allowed to such an extent as shall be agreed by Profile Panels LTD and the Customer at the time the standard colour is specified and in the absence of any agreement a reasonable tolerance shall be allowed.

6.3 Where the Customer supplies a mould, die, tool, printing plate or any other item used in the manufacturing process the Customer shall reimburse Profile Panels LTD for all maintenance expenses. Profile Panels LTD shall not be liable for any loss or damage to moulds, dies, tools or materials supplied by the Customer to Profile Panels LTD for the purposes of fulfilling any contract.

6.4 Printing plates, stereos, film, artwork and all other equipment for specific use in the manufacture of the goods (other than those supplied by the Customer) remain the property of Profile Panels LTD unless the cost thereof (including all development and costs relating thereto) shall have been fully recovered by Profile Panels LTD from the Customer in the costing of the goods already paid for by the

Customer.

6.5 All information prepared by Profile Panels LTD including, without limitation, customised pricing, proposals, reporting, electronic catalogues, website content, and details of improvements and cost reductions, is the intellectual property of Profile Panels LTD and cannot be copied, altered or distributed without Profile Panels LTD's prior written consent. Profile Panels LTD will not be liable for any alterations made by you.

7. Return of Goods

7.1 Subject to clause 10.1, Profile Panels LTD will not accept the return of goods for credit or any other purpose unless Profile Panels LTD agrees to accept the return of the goods and advise the Customer a return advice number prior to the return of goods. Return of goods will only be accepted for credit within 14 days of delivery, unless due to Profile Panels LTD's error. Profile Panels LTD reserves the right to charge for returned goods, excepting for when there has been an error on Profile Panels LTD's part.

7.2 No returned goods shall be accepted by Profile Panels LTD (even if Profile Panels LTD agree to do so) if they have been tampered with by you or any other person and are not as new, if they are goods expressly sold on a non-return basis, or if they are not accompanied by the return advice number referred to in clause

7.1. Where goods are returned to Profile Panels LTD but not accepted as above, they shall be returned to you at your expense.

7.3 Receipt by Profile Panels LTD or by any of our agents or representatives of any goods returned other than in accordance with clauses 7.1 and 7.2 shall not constitute nor be deemed to constitute Profile Panels LTD's acceptance of the return of the goods for credit or any other purpose.

8. RISK

8.1 Risk in the goods shall pass to you at the time when our obligations under the contract are deemed under clause 4 to be completed.

9. PPSA Security Interest

9.1 The Customer grants to a Security Interest in the goods and their Proceeds to secure the obligation of the Customer to pay the purchase price of the goods and any other obligations of the Customer to Profile Panels LTD under this contract (together "the Indebtedness") and, where the goods and/or Proceeds are not readily identifiable and/or traceable or their recoverable value is insufficient to pay the indebtedness, the security interest shall also extend to all the Customers present and after acquired bulk or PPE bags, of which the goods form part, to the extent required to secure the Indebtedness.

9.2 As and when required by Profile Panels LTD the Customer shall, at its own expense, provide all reasonable assistance and relevant information to enable Profile Panels LTD to register a Financing Statement or Financing Change Statement and generally to obtain, maintain, register and enforce Profile Panels LTD's Security Interest in respect of the goods supplied, in accordance with the Personal Property Securities Act 1999 ("PPSA"). Customer hereby waives its right under section 148 of the PPSA to receive a copy of any Verification Statement.

9.3 The Customer shall not change its name without first notifying Profile Panels LTD of the new name not less than 7 days before the change takes effect.

9.4 Where the Customer is a Business Account Customer, the Customer warrants that the goods are not purchased for use primarily for personal, domestic or household purposes.

9.5 Notwithstanding any reference to a particular invoice/order, where any sum remains outstanding by the Customer on more than one invoice/order, any payments received from the Customer shall be deemed to be made by the Customer and applied by Profile Panels LTD in respect of each unpaid invoice/order on a pro rata basis PROVIDED THAT where Profile Panels LTD applies payments in this manner it shall not charge interest on overdue balances that would have been cleared if the payments were not allocated pro rata.

9.6 Until the Customer has paid all money owing to Profile Panels LTD the Customer shall at all times ensure that:

(a) the goods supplied by Profile Panels LTD, while in the Customer's possession, can be readily identified and distinguished; and/or

(b) all Proceeds (in whatever form) that the Customer receives from the sale of any of the goods are readily Identifiable and Traceable.

10. Guarantees

Defective / non-conforming goods10.1 Where the goods are of a kind ordinarily acquired for personal, domestic or household use or consumption in accordance with the Consumer Guarantees Act 1993 and the Consumer Guarantees Act 1993 applies to this contract:

(a) if any of the goods fail to comply with any guarantee in the Consumer Guarantees Act, Profile Panels LTD will repair or replace those

goods;

(b) without excluding Profile Panels LTD's obligations under the Consumer Guarantees Act 1993, the Customer acknowledges that Profile Panels LTD does not provide any Express Guarantees (as defined in that Act) other than those expressly confirmed by Profile Panels LTD in writing;

(c) if the goods are acquired by the Customer for business purposes, the Customer agrees that the Consumer Guarantees Act 1993 does not apply;

(d) if the Customer supplies the goods in trade to a person acquiring them for business purposes, it must be a term of the Customer's contract that the Consumer Guarantees Act 1993 does not apply in respect of the goods; and

(e) if the Customer supplies the goods to any person, the Customer must not give or make any undertaking assertion or representation in relation to the goods without Profile Panels LTD's prior approval in writing, and the Customer must give the person buying the goods such product information relating to the goods as Profile Panels LTD requires, and the Customer agrees to indemnify Profile Panels LTD against any liability or cost incurred by Profile Panels LTD under the Consumer Guarantees Act 1993 as a result of any breach by the

Customer of these obligations.

11. Customer's liability & default 11.1 If the Customer shall:

(a) fail to make any payment due under the contract or commit any other breach of any of the Customer's obligations under the contract; or

(b) suffer execution under any judgment; or

(c) commit an act of bankruptcy; or

(d) make any composition or arrangement with any creditor; or

(e) being a company, pass a resolution for winding up or have a receiver appointed over any of its property or have a winding up petition presented against it,

12. Variations to terms and conditions of trade

12.1 Profile Panels LTD may from time to time and in its sole discretion amend, add to or delete any of the terms of these terms and conditions of trade with immediate effect by giving notice to the Customer PROVIDED THAT Profile Panels LTD shall not make any variation to the nature or extent of the Security Interest granted by the Customer in clause 9.1 without the written agreement of the Customer.

13. SUPPLIER’S LIABILITY. Where the customer is a company or a person in trade the Consumer Guarantees Act 1993 will not apply.

Profile Panels LTD will not be liable for any indirect or consequential loss to the customer arising from third party claims occasioned by errors in the work or by delay in delivery. No warranty is given or responsibility accepted by Profile Panels LTD to ensure that goods produced comply with the requirements of any legislation relating to the marking and/or labelling, and/or packaging of goods. Compliance with any such legislation is the customer's responsibility.