Terms & Conditions of Sale

These are the terms and conditions (which include our privacy policy, disclaimer and copyright notice) on which we do business for goods ordered through this website. They apply to both trade customers and consumers. If you contract with us as a consumer they do not affect your statutory rights. They are designed to set out clearly our responsibilities and your rights.

1.1 In these Conditions:

"The Company" means Protex Fasteners Limited as seller of the Goods;

"The Customer" means the person or corporate body who is buying the Goods from the Company upon these conditions;

"The Goods" means the articles which the Customer agrees to buy from the Company as set out overleaf.

1.2 A contract is formed between us when( and not before) we notify you by email, first class post or facsimile that your order has been accepted. Your order will not be accepted until we receive authorisation of your credit card payment or your cheque has been cleared or we have agreed credit terms with you (for trade customers only). You may not cancel or vary your order once it has been accepted. All orders accepted are subject to these Conditions of Sale and to the General Conditions of Sale of the Engineering Industries Association (Third Edition) so far as such Conditions are consistent with these Conditions of Sale.

1.3 The Conditions set out below shall prevail over any Conditions put forward by the Customer and except as provided for in 1.4 below, no conduct of the Company shall constitute acceptance of any Terms put forward by the Customer unless the Company expressly agrees to them in writing signed by its duly-authorised agent.

1.4 No employee or agent of the Company has any authority to vary these terms orally or to make any representation on behalf of the Company as to their effect. No addition to or variation to these Conditions shall be binding on the Company unless in writing signed by a Director of the Company and the authorised representative for the Customer shall be the Director or Sales Manager.

2. PRICES

2.1 All prices are quoted in pounds Sterling exclusive of VAT and inclusive of carriage for delivery within the United Kingdom. For delivery outside of the United Kingdom prices quoted are net ex works exclusive of VAT. Prices are set out in the on-line order form.

2.2 In the event of any alteration being required by the Customer in design specification or quantities the Company shall be entitled to make an adjustment of the contract price corresponding to such alteration.

2.3 The cost of carriage if required by the Customer shall unless otherwise stated be subject to an additional charge.

2.4 The cost of packaging shall unless otherwise stated be included in the price except in the case of delivery outside the U.K. where such costs will be subject to an additional charge.

3. DELIVERY AND STORAGE

3.1 Delivery will be to the address entered by you on the on-line order form. Unless otherwise agreed all deliveries to addresses outside of the United Kingdom shall be ex-works and it shall be the Customer's responsibility to take delivery of the goods at the Company's premises. For ex-works deliveries the provisions within Clauses 3.2 and 3.3 will apply.

3.2 When the goods are ready for delivery the Company will give Customer notice of readiness for collection. It is a condition of this contract that the Customer shall then within seven days of service of that notice either:

3.2.1. Collect the Goods; or
3.2.2 Give the Company instructions for their delivery at the Customer's expense.

3.3 If the Customer fails either to collect the Goods or give the Company instructions for delivery in accordance with Clause 3.2 the Company may exercise either of the following rights:

3.3.1 Treat the Customer's failure as a repudiation of the contract and terminate the contract with immediate effect; in that case the Company may do any of the following either alone or in combination:

3.3.1.1 Dispose of the Goods as it thinks fit.
3.3.1.2 Retain any payments made by the Customer before termination of the contract
3.3.1.3 Recover from the Customer any costs incurred in respect of the costs of storage of the Goods or of their disposal, together with damages for any other losses caused by the Customer's breach; or

3.3.2 Arrange for storage of the Goods in which case:

3.3.2.1 The Goods shall be stored at the Customer's risk
3.3.2.2 The cost of the storage shall be for the Customer's account who will
indemnify the Company against all costs incurred by the Company in arranging such storage.
3.3.2.3 The Customer will pay the Company a reasonable fee for its services in arranging for storage of the Goods
3.3.2.4 The Company may at any time give the Customer notice to collect the Goods and if the Customer fails to comply with such notice treat the Customer's breach as repudiatory in accordance with Clause 3.3.1 above or continue to store them in accordance with this Clause.

3.4 The Company will endeavour to have the goods ready for delivery by the date agreed for delivery but it is agreed that the Customer shall not be entitled to terminate this Contract by reason of the Company's failure to deliver by the agreed date. In this respect time shall not be of the essence unless previously agreed by the Company in writing.

3.5 The time for delivery does not begin to run until any necessary information

required from the Customer has been received. The Goods may be delivered by the Company in advance of the quoted delivery date on giving reasonable notice to the Customer.

3.6 Date of delivery shall in every case be dependent upon receipt of final instructions or approvals being obtained from the Customer.

3.7 The Company will endeavour to comply with reasonable requests by the Customer for postponement of delivery but shall be under no obligation to do so.

3.7.1 Where postponement is agreed by the Company in writing the Customer shall pay all costs and expenses including a reasonable charge for storage occasioned thereby.

3.8 Times quoted for delivery refer only to the date of completion of the Goods at the Company's works. The Company shall not be liable to the Customer for any losses caused to the Customer by late delivery of the Goods.

3.8.1 If delivery is delayed by Force Majeure circumstances the following provisions shall apply:
3.8.1.1 The Company shall as soon as it is reasonable practicable give the Customer notice of the reasons for the delay provided that the Company shall incur no liability by reason of any failure to give notice.
3.8.1.2 The Company's duty to deliver shall be suspended so long as the Force Majeure circumstances continue and the time for delivery shall be extended by an equivalent period.
3.8.1.3 The Company may at any time under its sole discretion give notice to the Customer to terminate the contract. In that case the Company shall incur no liability to the Customer for any losses caused.

3.9 Notwithstanding that title to the Goods shall not pass otherwise than in accordance with Clause 4, risk of damage to or loss of the Goods shall pass to the Customer at the time when the Company notifies the Customer that the Goods are available for collection.

3.10 In the event that delivery shall be delayed otherwise than due to the fault of the Company necessitating storage of the Goods then the Company reserves the right to make a charge to the Customer for storage or to claim reimbursement from the Customer in respect of charges made to the Company by a third party for storage.

3.11 Where the Goods are to be delivered in instalments each delivery shall constitute a separate contract and failure by the Company to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Customer in respect of any one or more instalment shall not entitle the Customer to treat the contract as a whole as repudiated.

3.11.1 The Company reserves the right to withhold later deliveries until earlier ones are paid for.

3.11.2 The Company reserves the right to terminate the contract if the Customer fails to pay for an instalment.

3.11.3 In the event that a delivery instalment is defective the Customer may reject that instalment subject to Condition 7 but shall not be entitled to terminate the whole Contract and will allow the Company to tender a replacement delivery.

4. RETENTION OF TITLE

4.1 Goods delivered shall be at the Customer's risk from the time they are delivered.

4.2 Property in the Goods delivered shall not pass to the Customer until the Customer has paid all the sums due to the Company:-

4.2.1. In respect of the Goods; and
4.2.2 Any other account.

4.3 Until title in the Goods passes to the Customer, the Customer shall remain a bailee of the Goods and shall mark them so as to be clearly identifiable as the Company's property and store them safely and separately from other Goods and shall insure them to the full contract price against all perils usual in the Customer's business.

4.4 The Customer shall on request supply the Company with a copy of the insurance policy and shall have the interest of the Company noted.

4.5 Upon the written request of the Company the Customer shall allow access at all reasonable times to the Company to inspect the Goods at their place of storage and if upon making such inspection the Customer has not fully complied with the terms the Company may in its absolute discretion serve written notice upon the Customer specifying the appropriate steps to rectify such breach and should the breach not be rectified within seven days then the Company shall be entitled to exercise those rights set out in paragraph 6 of this Clause.

4.6. The Customer hereby grants the Company its agents and employees an irrevocable licence at any time to enter any premises where the Goods are stored in order to inspect them or where the Customer's right to possession is terminated, recover them (without being responsible for any damage caused in so doing).

4.7 Until title in the Goods passes to the Customer the entire proceeds of sale of any Goods supplied by the Company to the Customer shall be held in trust for the Company and shall not be mingled with other monies or paid into any overdrawn bank account and the Company shall at any time be entitled to demand a statement of account to be provided by the Customer within two working days which statement shall provide full details of the whereabouts of the sale proceeds which shall be held by the Customer as the Company's fiduciary agent in trust.

4.8 The Customer's right to possession of the Goods supplied by the Company shall be terminated if the Customer is declared bankrupt or makes any proposal to his Creditors for any composition or voluntary arrangement or, if the Customer is a company, an Administrator or Administrative Receiver or Liquidator is appointed in respect of its business.

5. CANCELLATION

Cancellation will only be agreed to by the Company on condition that all costs and expenses incurred by the Company up to the time of cancellation, and all loss of profits and other loss or damage resulting to the Company by reason of such cancellation will be reimbursed by the Customer to the Company forthwith.

6. TERMS OF PAYMENT

6.1 Invoices may be raised by the Company in respect of Goods sold at the time such Goods are available for delivery.

6.2 All accounts for credit customers shall be net monthly and due and payable by the Customer not later than the last day of the month following the month in which the Goods are delivered.

6.3 No further credit shall be given to the Customer unless agreed in writing by a Director of the Company.

6.4 Except where the Company reduces a contract price the Customer will pay the full invoiced price of Goods delivered without any deduction or set-off on the grounds of any shortfall in delivery, defect in quality or failure to conform to specification or other breach of the contract by the Company.

6.5 The Company reserves the right to charge interest at the rate of 4% per annum over HSBC plc base rate from time to time on any amount unpaid on a daily basis after the due date for payment.

6.6 In the event of default payment by the Customer in accordance with agreed terms the Company shall be entitled without prejudice to any other right or remedy to suspend all further deliveries without notice, and the Company shall be entitled to bring an Action for the price notwithstanding that property in the Goods has not passed to the Customer.

6.7 All credit accounts are granted subject to the approval of trade and bank references by us. Customers wishing to open a credit account should contact the address set out on the web site.

7. QUANTITIES

7.1 The Company shall be entitled to deliver the contract Goods by instalments of any size and in any order.

7.2 If the Company delivers more or less than the agreed quantity of Goods the following provisions shall apply:

7.2.1 The Company shall have no liability to the Customer in respect of the excess or shortfall unless the Customer gives the Company notice of the excess or shortfall within seven days of delivery. If the Customer does give such notice:

7.2.1.1. In the case of excess delivery the Company will make arrangements for the excess to be returned to the Company at the Company's expense.
7.2.1.2. In the case of short delivery the Company may at its own discretion either (a) make good the shortfall by one or more further deliveries or (b) reduce the contract price by the same proportion as the shortage bears to the contract quantity.

7.3 The Customer shall not be entitled to reject any delivery on the grounds of excess or short delivery but shall pay the contract price or, where the Company exercises the option referred to in 7.2.1.2 (b) above, the reduced price in accordance with that provision.

7.4 Save as provided in Clauses 7.1 to 7.3 above, the Company shall not be liable for any losses caused by excess or short delivery.

8. DEFECTS APPARENT UPON INSPECTION

8.1 The Company warrants that the Goods conform to the contract specification and with any sample referred to in the specification.

8.2 The Company shall have no liability for any alleged failure of the goods to conform to the contract specification unless such failure is notified within seven days of their being delivered. This notice should be in writing with details of the defects.

8.3 If any of the goods are found not to be in accordance with the contract specification the Customer shall notify the Company within seven days of their being delivered. The Company's representative may then visit the Customer's premises and examine the relevant Goods and if they are found not to conform to the contract specification the Company may at its sole option either (a) at its own expense replace the Goods found not to be in accordance with the specification or (b) reduce the contract price by an amount equivalent to that proportion of the price payable in respect of the goods found not to conform to the contract specification.

8.3.1 The Customer shall in any case accept and pay at the contract rate for all goods which conform to the contract specification.

9. WARRANTY

The Company warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of twelve months from the date of despatch from the Company's works. There may, however, be minor variations between the Goods as shown or described on the website and those despatched to you (but so that the Goods despatched will always be of a comparable or superior quality).

10. GUARANTEE

10.1 Save as provided by Clause 8 above the Company agrees to replace or repair at its option Goods or parts of Goods manufactured by the Company and proved to the Company's satisfaction to be faulty (fair wear and tear or damage due to misuse or operation excepted) provided that such fault be notified within twelve months from the date of despatch from the Company's works. Any such replacements shall include free delivery to the Customer's works.

10.2 The performance of the Company of its obligations contained in this Clause shall be the total liability of the Company in respect of any defect or fault in the Goods supplied by it. Delivery or replacements shall include all cost of delivery to the Customer's premises in the United Kingdom (or if the Customer has no such premises F.O.B. UK port) but shall exclude all consequential loss or removal or rectification work required in connection with the installation of such replacements and to the extent permitted by law no liability shall attach to the Company for any direct or indirect costs damages or expenses relating to damage to property or injury or loss to any person or firm or company and for any loss of profits or production arising out of or occasioned by any fault or defect of the Goods supplied by the Company.

11. EXCLUSION

11.1 The Company shall not be liable in respect of:
11.1.1 Goods arising from any drawing, design or specifications supplied by the Customer.
11.1.2 Any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Company's instructions (whether oral or in writing) misuse or alteration or repair of the Goods without the Company's approval.
11.1.3 The above Warranty (or any other warranty, condition or guarantee) if the total price of the Goods has not been paid by the due date for payment;

11.2 The above Warranty does not extend to parts, materials or equipment not manufactured by the Company, in respect of which the Customer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Company; and to the extent that the same may be assigned to the Company.

11.2 SUBJECT AS EXPRESSLY PROVIDED IN THESE CONDITIONS, AND EXCEPT WHERE THE GOODS ARE SOLD TO A PERSON DEALING AS A CUSTOMER WITHIN THE MEANING OF SECTION 12 OF THE

UNFAIR CONTRACT TERMS ACT 1977, ALL WARRANTIES, CONDITIONS AND TERMS IMPLIED BY STATUTE, REGULATION OR COMMON LAW ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.

11.4 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Customer are not affected by these conditions.

11.5 Except in respect of death or personal injury caused by the Company's negligence, the Company shall not be liable to the Customer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the contract, or any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Company, its employers or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Customer, except as expressly provided in these conditions.

12. INDEMNITY

12.1 The Customer hereby indemnifies the Company as follows:
12.1.1 against all claims liability damages costs and expenses incurred by the Company arising in any way from any defect or failure of materials manufacture design or specification in any Goods supplied to the Customer and forming part of the Company's product including all consequential losses.
12.1.2 the Customer specifically indemnifies the Company against any claim liability loss costs damages and expenses incurred by the Company arising out of any liability of the Company under the Company arising out of any liability of the Company under the Consumer Protection Act 1987 and the Product Safety Regulations Act 1994.

13. NEGOTIATIONS AND DATA

13.1 The Customer agrees that it has relied upon no representation or statement made by the Company save for those made in writing between the parties or contained in any quotation or any document expressly stipulated therein to form part of the contract and to be outside provisions of this Clause.

13.2 Illustrations and specifications or any advertising matter set out in the sales literature of the Company or contained on this website are statements of opinion and are provided for information only and form no part of the contract.

13.3 Any typographical, clerical or other error or omission in any sales literature, website based information, quotation, price list acceptance of offer, invoice or other document or information issued by us shall be subject to correction without any liability on our part.

13.4 The Company shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by you.

14. INTELLECTUAL PROPERTY

14.1 All drawings documents and other information supplied by the Company is supplied on the express understanding that the Customer will not without the written consent of the Company:
14.1.1 give away, loan, exhibit or sell any such drawings or extracts therefrom or copies thereof;
14.1.2 use them in any way except in connection with the components for which they are issued.
14.2.1 The Company accepts no responsibility for the accuracy of the information or drawings supplied by the Customer.
14.2.2 The Customer shall indemnify the Company from and against all actions claims costs and proceedings which arise due to the manufacture of components to the drawings and specifications of the Customer where such drawings and specifications shall be at fault or where it is alleged that they involve an infringement of a Patent, Registered Design, Copyright or Design Copyright or other exclusive right.
14.3.1 The Customer undertakes to indemnify the Company against all costs expenses loss or damage incurred by the Company arising as a result of any claim or proceedings for or on account of infringement of letters patent trademark or trade name or registered designs or any other protected rights in relation to Goods supplied by the Company and which were manufactured or designed by the Company in accordance with specifications and/or drawings produced to the Company by the Customer on the Customer's behalf.
14.3.2 Having manufactured designed or assembled products to specifications supplied by the Customer the Company shall in no way be liable for any loss or damage of whatsoever nature arising in any way out of or out of the use of defective designs specifications or information supplied by the Customer on the Customer's behalf and the Customer will keep the Company indemnified in respect thereof.

14.4 The contents of this website are protected by copyright. The copying or incorporation into any other work of part or all of material available on this website in any form is prohibited save you may print or download extracts of the materials on this site for your personal use.

14.5 The Company will not be liable to any party for any direct, indirect, special or other consequential damages for any use of this website or any other hyper-linked website including, without limitation, any lost profits, business interruption, loss of programs or other data on your information handling system or otherwise, even if the Company is expressly advised of the possibility of such damages.

15. GENERAL

15.1 The Company shall be entitled to appoint one or more sub-contractors to carry out all or any of the Company's obligations hereunder without any obligation to the Customer to obtain permission to do so.

15.2 The Company shall be under no liability for any delay loss or damage caused wholly or in part by Act of God, government restriction condition or control or by reason of any act done or not done pursuant to a trade dispute whether such dispute involves the Company's servants or not or by reason of any other act, matter or thing beyond the reasonable control of the Company.

15.3 No right or licence is granted under this Contract to the Customer under any patent, trademark, copyright, registered design or other intellectual property right except the right to use or resell the Goods.

15.4 The specifications and design of the Goods (including the copyright) design right or other intellectual property shall as between the parties be the property of the Company. Where any designs or specifications have been supplied by the Customer for the manufacturer by or to the order of the Company then the Customer warrants that the use of those designs and specifications for the manufacture, processing, assembly or supply of the Goods shall not infringe the rights of any third party.

15.5 Any notices required to be served pursuant to this contract of sale shall be in writing served by first class post or by hand on the Company at the address set out overleaf or such other address as the Company may from time to time notify to the Customer and on the Customer's Registered Office or principal place of business.

15.5 The Company will not disclose your Personal Information unless you have given your permission except for the purpose of assessing and improving the website or to keep you informed about the Company or we are required to
disclose such Personal Information by any applicable law.

15.6 The Company may also gather anonymous information which may be used by the Company or shared with third parties. This is information which does not identify you but is helpful for marketing purposes.

15.7 This website uses, or may from time to time use, cookies. Cookies are pieces of information that a website transfers to your computer's hard disk for record keeping purposes and they can make the world wide web more useful by storing information about your preferences on a particular site. The use of cookies is normal practice and many websites use them to provide useful features for their customers. Cookies do not personally identify an individual user of a computer but they do identify the computer being used. Most browsers are set to accept cookies. If you prefer you can set your browser to refuse cookies.

16. WARNING

WE ARE REQUIRED TO DRAW YOUR ATTENTION TO THE FOLLOWING MATERIALS:-

CADMIUM - CADMIUM COMPOUNDS ARE EXTREMELY POISONOUS SO CARE NEEDS TO BE TAKE IN THE HANDLING AND USE OF CADMIUM PLATED COMPONENTS. CONTAMINATION FROM NORMAL HANDLING IS LIKELY TO BE SLIGHT BUT NORMAL HYGIENE PRECAUTIONS SHOULD BE STRICTLY OBSERVED. CADMIUM PLATED PARTS SHOULD NEVER BE ALLOWED TO COME INTO CONTACT WITH FOODSTUFFS OR BE USED IN CONTAINERS FOR HOLDING FOOD. PRECAUTIONS MUST BE TAKEN TO AVOID INHALING CADMIUM FUMES IF IT IS NECESSARY TO HEAT CADMIUM PLATED COMPONENTS, E.G. FOR SOLDERING, WELDING OR CUTTING.

IN MANY APPLICATIONS ZINC IS A SAFER ALTERNATIVE TO CADMIUM.

ZINC - ZINC SHOULD NOT BE USED WHERE IT MAY COME INTO CONTACT WITH FOOD CONTAINING ANY ACID WHICH COULD PRODUCE SOLUBLE ZINC COMPOUNDS. PRECAUTIONS MUST BE TAKEN TO AVOID INHALING THE EXTREMELY UNPLEASANT AND POSSIBLY DANGEROUS WHITE FUMES IF IT IS NECESSARY TO HEAT ZINC PLATED COMPONENTS, E.G. FOR SOLDERING, WELDING OR CUTTING.

CHROMATE PASSIVIATION TREATMENTS - CARE SHOULD BE TAKEN IN HANDLING COMPONENTS THAT HAVE BEEN ZINC OR CADMIUMPLATED AND CHROMATE PASSIVATED; THERE IS A RISK OF SKIN IRRITATION AND DERMATITIS FROM HANDLING SUCH COMPONENTS FOR LONG PERIODS WITHOUT THE USE OF GLOVES.

17. SPECIFICATIONS

17.1 The figures for ultimate strengths shown in our literature have been determined by tensile tests on standard assemblies, i.e. fastener and catchplate, and do not include any safety factors. The loading figures for handles are for loads applied normally and do not allow for side loading which will tend to straighten out the wire component, except handle 98-651 which incorporates a joining piece to resist deformation.

17.2 Overstrain can be caused by the load applied to close a toggle action fastener, where no resilience is present. There is a considerable mechanical advantage obtained by the overcentre action, concomitant with the leverage ratio.

17.3 Where applications to be clamped have no resilience such as rubber seals or flexible materials, a fastener with one of the forms of spring extension may give a more satisfactory result. Load extension characteristics are available on request. Ultimate loads given for spring loaded fasteners are actual failure loads which are outside the resilient range.

17.4 To prevent inadvertent release, certain fasteners are offered with a safety catch; or have provision for a security pin, as an alternative to a security seal.

17.5 Fixing centres where given in the catalogue are to commercial tolerances for average applications and Customers are advised to determine dimensions for specific applications from a sample.

17.6 The corrosion resistance of Stainless Steel fasteners are offered is dependent upon the grade of material and some may oxidise more rapidly under certain conditions. Details of grades used are available on request.

17.7 Zinc plate, with full iridescent passivation, may be substituted for Cadmium plate, with full iridescent passivation, unless otherwise agreed.

18. APPLICABLE LAW AND JURISDICTION

18.1 The formation, construction and performance of this contract shall be governed in all respects by English Law.

18.2 All disputes arising out of or connected with this contract shall be resolved by arbitration. The arbitrator shall be appointed by agreement of the parties or in default within thirty days by the President of the Law Society.

19. EXTERNAL LINKS TO OTHER INTERNET WEBSITES

19.1 Protex Fasteners Ltd is not responsible for the content of external internet sites. Protex Fasteners Ltd makes no warranties or representations with regard to their products or services.

20. 3D MODELS & CAD DRAWINGS

20.1 The copyright of all 3D Models and CAD drawings on this website of the property of Protex Fasteners Ltd. Obtaining a user ID and password for the 3D models and CAD download service authorises you to download and use CAD drawings and the content contained therein exclusively for your internal, non-public, business use. You are prohibited from publishing the 3D models or CAD drawings and information contained therein in any form to any third party without the prior written consent of Protex Fasteners Ltd. All reproductions shall identify the product as a Protex Fasteners Ltd. product.

20.2 The Company shall be under no liability for any delay loss or damage caused wholly or in part by the user not reading and/or understanding the "Read Me" files which are supplied for certain generic parts.

21. eNEWS & ONLINE TRADING

21.1 By registering for the 3D models and CAD drawings or using our online trading facility you agree to receive at least one product information e-mail (eNews) from Protex Fasteners Ltd. If (after you have received at least one product information e-mail) in the unlikely event you do not wish to receive our informative e-mail, you will be able to unsubscribe from this service.