Terms & Conditions

Terms & Conditions

1.    Parties

a)      The “Company” means Performance Health International Limited

b)      The “Customer” means the person, firm or company as shown on the Order buying Goods from the Company and any person to whom or for the benefit of whom the Goods may be delivered.

c)      The “Goods” means the goods described on our invoice, proposal, quotation or order acceptance form.

2.    Interpretation

a)      A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

b)      A reference to a party includes its personal representatives, successors or permitted assigns.

c)      A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

d)      Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

e)      A reference to writing or written includes faxes (and emails).

3.    Orders

a)      All orders for Goods (“Orders”) are to be sent to the address stated in section 26 of these Terms and Conditions.

b)      VAT Exemption – Customers who qualify for exemption from paying VAT should include a valid VAT exemption certificate (or other documentation approved by UK Customs and Excise for the purpose) with each Order.

c)      These conditions apply to any contract formed by the Company’s acceptance of the Customer’s order (a “Contract”) and apply to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. An Order constitutes an offer by the Customer to purchase the Goods in accordance with these conditions. The Customer is responsible for ensuring that the terms of any Order are complete and accurate. An Order shall only be deemed to be accepted when the Company issues a written acceptance of an Order, at which point a Contract shall come into existence.

d)      Any Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Company which is not set out in a Contract.

4.    Quotations

       Any estimate or quotation provided by the Company shall comprise an invitation to treat and will remain open for acceptance for a period of 30 days provided that the Company has not previously withdrawn it by written notice prior to acceptance, or otherwise agreed.

5.    Specification

       Every effort is made to ensure that the Company’s catalogue, product descriptions and illustrations are clear and accurate. All colours and sizes are approximate. The reproduction of colours is as accurate as photographic and printing processes allow. Due to our policy of continual improvement some products may vary from those described. The Company reserves the right to amend the specification, construction and/or design of Goods without prior notice.

6.   Prices

a)      All prices quoted for Goods are exclusive of Value Added Tax which will be paid in addition. VAT won’t be payable where exempt e.g. Channel Islands.

b)      The Company reserves the right to vary the price of the Goods to take account of any increases in the cost of raw materials, manufacture, packing, transport, wages or otherwise.

c)       Prices charged will be those effective at the date of receipt of the Customer’s Order.

7.    Payment

a)      Unless the Company otherwise agrees in writing, settlement of the Company’s invoices is due in full within 30 days of date of invoice to the Company, at the address below. For new Customers without a credit account please contact Customer Services.

b)      Customers requiring a Credit Account are required to initially complete and sign a Credit Account Application form available from either Customer Services or www.performancehealth.co.uk.

c)      The Company reserves the right to charge interest on all overdue payments and outstanding balances at the rate of 8% per month above the bank of England base rate per government legislation.

d)      The Customer shall not be entitled to withhold or set off payment either wholly or in part once the same has become due except where expressly agreed in writing with the Company.

8.    Delivery / Handling Charges

a)      Unless the Company otherwise agrees in writing, delivery shall be made to a ground floor location at the address specified in the Order.

b)      Stated delivery times are no more than an estimate on the part of the Company and shall not be binding upon the Company, which shall not be liable for any costs or damage caused by reason of any delay in delivery.

c)      Orders received before 16:00 Monday to Friday will normally be despatched within 72 hours for UK customers that do not have overdue balances. Standard delivery lead times from point of order         i.e. 3 - 5 working days from point of order for UK Mainland and may vary from the standard lead time for other areas. This is subject to Goods being in stock and does not apply to supplier delivered, made to order, over size or non-stock items and bulk order consignments.

         For clarification, please check the status of the Goods at time of making an Order. The Company does not accept any liability for Goods not despatched on the same day nor does it give any guarantee regarding the actual delivery time or date.

d)      The Company reserves the right to make delivery by instalments and to tender a separate invoice in respect of each instalment.

e)      Goods exported to the Channel Islands will be zero-rated for Value Added Tax.

f)      Unless otherwise stated, carriage is not charged on UK orders meeting the minimum order value threshold (excluding VAT, net of discounts). Orders below the minimum order value threshold will be chargeable. Minimum order value and delivery charges are detailed on confirmation of account set-up and when there are amendments. The Company reserves the right, to vary the delivery & handling charges to take account of any increases in the cost of raw materials, manufacture, packing, courier costs, wages or otherwise

         Carriage on Oversize items / orders to the Channel Islands, Isle of Man and Scottish Highlands and Islands, may be subject to additional freight charges to the standard rates quoted. Please check rates with Customer Services at time of order.

g)      Please note that Made to Order and Non-stock products signified by a 'Lorry' symbol in the catalogue are delivered direct from our manufacturers and will be despatched and invoiced separately. Delivery times for these items may vary from our standard terms. These items are non-returnable. For clarification, please check the status of the Goods at time of order.

h)      Oversize, Made to Order and Non-stock products are delivered to a ground floor location and are not installed in-situ, should additional delivery services be required they must be specified at time of order and may be subject to additional costs and subject to availability.

9.    Cancellations, Notice of Damage, Defect, Non-Delivery, or Incorrect Delivery

a)      The Customer should check all Goods it receives against the Order.
If the Goods are damaged or incorrectly supplied on delivery then you must inform the Company (by phone, email or in writing within 7 days of your delivery quoting both the customer number and the delivery note number. The Company reserves the right to inspect any Goods reported as faulty before providing a refund or replacement.

b)      If written notice of cancellation is accepted by the Company, the Company reserves the right to levy a cancellation charge of up to 50% of the amount of the Order.

c)      An Order may not be cancelled unless agreed in writing by an authorised representative of the Company.

d)      Please note orders for Drop Ship and Special Order items may not be cancelled once the order has been placed on the vendor.

e)      If the Contract provides for delivery by instalments, each instalment shall be deemed to be the subject of a separate contract and non-delivery or delay in the delivery of any instalment shall not entitle the Customer to repudiate or terminate any contract as regards the balance.

10.   Passing of Title

         The legal title to the Goods shall not pass to the Customer until all sums due or payable by the Customer to the Company whether in respect of the Goods or otherwise shall have been received in full and cleared funds by the Company.

11.   Passing of Risk

         The risk in the Goods shall pass to the Customer when the Goods are tendered for delivery at the delivery point specified in the Order. In the event that the Goods are collected by the Customer from the Company’s premise the risk of the Goods shall pass to the Customer when they are loaded onto the vehicle of the Customer or of its carrier or other agent.

12.   Warranty

         Unless otherwise stated, a 12 month warranty as stated below from the date of the invoice applies to all Goods with the exception of disposable and limited life products. The Company warrants that the Goods shall at the time of delivery correspond to the specifications for the Goods published by the Company / manufacturer when used for purposes for which goods of that type are intended. In the absence of any such published specifications applicable to the Goods, the Company warrants that the Goods shall at the time of delivery be of satisfactory quality. If any Goods do not conform to that warranty the Company will at its option:

         i)   Replace the Goods found not to conform to the warranty

         ii)  Bring the Goods into conformity with the published specifications of the Company or (as the case may be) satisfactory quality

         iii) Take back the Goods found not to conform to the warranty and refund the appropriate part of the purchase price. Please contact Customer Services.

         Please note that the Company reserves the right to refuse the return of and request that the Customer ‘disposes’ appropriately of any Goods deemed as faulty and where they may have been; contaminated, soiled or spoiled in either transit or use and where it is prohibited by law to knowingly allow these Goods to enter in to the public courier, or postal transport systems; e.g. bathing, toileting, personal items, spilled liquids, burst products etc. For such items the Company has the right to request the Customer provide images to substantiate the fault or damage and reason for return/refund/replacement. This does not affect your statutory rights.

13.    Force Majeure

         The Company shall not be liable for any loss or damage caused by circumstances beyond the Company’s reasonable control including but not limited to an Act of God, war, civil disturbance, governmental restrictions, import or export regulations, industrial disputes and difficulties in obtaining labour or materials. Should any such event occur the Company is entitled to cancel or suspend any Contract without incurring any liability for any loss or damage caused.

14.    Notice of Damage, Non-Delivery or Wrong Delivery (Exchange)

a)      The Company gives no guarantee of the exact quantity of Goods delivered and in the event that quantity of Goods delivered do not correspond with the quantity stated on the Order the Customer shall only be liable to pay for the quantity delivered.

b)      If, upon receipt, the Goods appear damaged, incomplete or incorrect please indicate on the carrier’s documentation and notify the Company’s Customer Services Department of the situation no later than 7 days after delivery. If in doubt please sign the carrier’s documentation “Unexamined”. Should an expected consignment not arrive, please notify the Company Customer Services Department within 7 days from date of invoice, failing which the Company shall be under no liability for non-delivery. International Customers please contact your freight forwarder in the first instance. The International Customer Services Department will assist where possible, should your query remain outstanding.

         Made to Order and Non-stock products should be immediately inspected on arrival and any damage reported to Customer Services the same day.

c)      Any surplus Goods delivered shall remain the property of the Company and the Customer shall take all reasonable precautions for the safe custody and protection of such surplus Goods until the time of their removal by the Company. The Customer shall provide the Company or the Company’s authorised representative with such access to its premises for the purposes of collecting any surplus Goods.

d)      Under no circumstances shall any Goods be returned to the Company without its prior consent, otherwise liability is not accepted. The Company will issue a Goods Returns Number and this must be clearly marked on the exterior of every package returned on the secondary packaging.

         Returned Goods must be suitably packaged, for transportation by carrier. Goods received without suitable packaging will not be credited. Where the Company has made the error, full credit will only be given on returned Goods that are fit for sale in their original packaging.

e)      The company is under no obligation to accept goods for return due to customer ordering errors, surplus stock etc. but when it agrees to do so a 15% handling charge will apply and the Customer will arrange carriage and pay all freight charges. The Company will issue a Goods Returns number which must be clearly marked on the exterior of each package returned.
The Company may agree to collect the goods at the request of the Customer who will be charged for the collection.

f)      Refused Deliveries – we reserve the right to make a carriage charge plus 15% handling charge on all consignments tendered for delivery which are refused without justification.

g)      Only unused and complete Goods may be returned, and they must be undamaged current lines in their original packaging, Goods not conforming to these criteria will not be accepted for credit.

         The Company reserve the right to dispose of any non-saleable and uncreditable returned Goods.

h)      Made to Order and Non-stock products signified by a 'Lorry' symbol in the catalogue are *non-returnable, unless received damaged or deemed faulty.

15.  Disputes and Set-Off

         The Company shall not be liable under or in connection with any Contract to the extent that it any breach results from a breach of the Contract by the Customer and the Customer shall not be entitled to withhold or delay payment or exercise any right or set-off whatsoever and howsoever arising or arisen which might otherwise be available to it.

         The liability of the Company under or in connection with any Contract shall be limited to the price paid by the Customer for the Goods to which the Contract relates. The Company shall have no liability under or in connection with any Contract for any indirect, consequential or special losses or for loss of profits or opportunity. Nothing in these conditions shall limit the Company’s liability for fraud or any other matter for which it cannot limit its liability by law.

16.   Resale restrictions

a)      Unless agreed in writing to the contrary by the Company, the Goods are sold to the Customer for use only within the country where the Goods are delivered to the Customer by the Company (the “Designated Country”) and are not intended for resale in other countries. The Customer shall only therefore be permitted to resell the Goods to third parties in the Designated Country. By allowing resale in the Designated Country, the Company does not consent to the exhaustion of its trade mark rights in the European Economic Area.

b)      Furthermore, the Customer shall refrain from making active sales of the Goods to customer groups in respect of which the Company informs the Customer by written notice that it has appointed or will appoint an exclusive distributor or has reserved to itself (“reserved customers”). An “active sale” is understood to mean actively approaching or soliciting customers, including, the following actions: (a) advertising in media, on the internet or other promotions, where such advertising or promotion is specifically targeted at reserved customers; and (b) online advertisements addressed to reserved customers, including paying a search engine or online advertisement provider to have advertisements or higher search rankings displayed specifically to reserved customers.

17.   Copyright

         All copyrights in or relating to Goods shall remain the property of the Company alone unless otherwise expressly agreed in writing by the Company.

18.   Patent Rights

         The Customer warrants that any instructions furnished or given by the Customer shall not be such as will cause the Company to infringe any intellectual property right of any third party in execution of the Customer’s order and shall indemnify the Company against all actions, processing’s, costs, claims and such demands arising there from to the extent that such instructions lead to such infringements.

19.   Government Charges

         The Customer will reimburse the Company for any increase in tax or Governmental charge, or for any new tax or Governmental charge hereafter becoming effective which the Company may be required to pay to any Government upon the sale, production, or transportation of the Goods and which has the effect of increasing the cost of the Goods sold hereunder.

20.   Assignment

         Any Contract is personal to the Customer and may only be assigned by it with the prior written consent of the Company.

21.   Bankruptcy / Liquidation

     If the Customer being an individual (or, when the customer is a firm, any partner in that firm) shall at any time become bankrupt, or having a receiving order made against them or shall make any composition or arrangement with or for the benefit of the creditors or if the Customer, being a company, an order for winding up is made or a resolution for winding up is passed
or if a receiver or manager is appointed on behalf of a creditor or otherwise, the Company shall have the right to stop Goods in transit, to suspend
further deliveries and to terminate any subsisting Contract with the Customer and (in any case where title to the Goods has passed to the Customer
but payment is due and has not been made) the Company shall have a lien over the Goods and right of resale provided that any such action shall be without prejudice to any right or claim the Company may have against
the Customer.

22.   Termination/suspension

22.1   If the Customer becomes subject to any of the events listed in clause 22.2, the Company may terminate any Contract with immediate effect by giving written notice to the Customer.

22.2   For the purposes of clause 22.1, the relevant events are:

a)      the Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;

b)      the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;

c)      (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;

d)      (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer;

e)      (being a company) the holder of a qualifying floating charge over the Customer’s assets has become entitled to appoint or has appointed an administrative receiver;

f)      a person becomes entitled to appoint a receiver over the Customer’s assets or a receiver is appointed over the Customer’s assets;

g)      (being an individual) the Customer is the subject of a bankruptcy petition or order;

h)      a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;

i)       any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 22.2a) to clause 22.2f) (inclusive);

j)       the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or a substantial part of its business;

k)      the Customer’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and

l)       (being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.

22.3 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Company if the Customer becomes subject to any of the events listed in clause 22.2a) to clause 22.2l), or the Company reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under any Contract on the due date for payment.

22.4 On termination of a Contract for any reason the Customer shall immediately pay to the Supplier all of the Company’s outstanding unpaid invoices and interest.

22.5 Termination of a Contract, however arising, shall not affect any of the parties’ rights, remedies, obligations and liabilities that have accrued as at termination. Clauses which expressly or by implication survive termination of a Contract shall continue in full force and effect.

23.   General

a)      If any provision or part-provision of a Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

b)      A waiver of any right or remedy under a Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under a Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

c)      A person who is not a party to a Contract shall not have any rights to enforce its terms.

d)      Except as set out in these conditions, no variation of a Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by the Company.

e)      Any Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with any Contract or its subject matter or formation (including non-contractual disputes or claims).

24.  Customer Care

         Communications with Customers may be recorded for training and development purposes.

25.  Terms and Conditions

         Terms and conditions quoted in this website supersede all previous terms and conditions unless otherwise stated.

26.   Company Details

         Performance Health International Ltd
Nunn Brook Road, Huthwaite, Sutton-in-Ashfield, Nottinghamshire NG17 2HU, UK.

         Tel: 03448 730 035

         Fax: 03448 730 100

         Company Registration Number: 4374752

         VAT Registration Number: GB945765283