| Procurix Limited – Terms and Conditions of Business |
| 1. Definitions |
| In these Terms and Conditions: |
| “Company” means Procurix Limited (trading as Procurix). |
| “Client” means the party purchasing goods or services through the Company. |
| “Goods” means any materials or products supplied by the Company to the Client. |
| “Agreement” means the contract formed between the Company and the Client, incorporating these Terms and Conditions. |
| 2. Application of Terms |
| 2.1 These Terms apply to all quotations, purchase orders, and supply of Goods by the Company, to the exclusion of any terms proposed by the Client. |
| 2.2 Any variation to these Terms must be agreed in writing by a director of the Company. |
| 3. Orders and Invoices |
| 3.1 All purchase orders placed with the Company shall be confirmed in writing by the Company before they are binding. |
| 3.2 Invoices will be issued upon delivery (or deemed delivery) of Goods and shall be deemed accepted by the Client unless a written dispute is raised within 7 calendar days of invoice date. |
| 4. Payment Terms |
| 4.1 Unless otherwise agreed in writing, all invoices are payable in full within 30 days from invoice date. |
| 4.2 Payments must be made to the bank account nominated by the Company, in the currency stated on the invoice. |
| 4.3 The Client shall pay all amounts due under this Agreement in full without any deduction or withholding except as required by law and shall not be entitled to assert any credit, set-off, counterclaim, or deduction against the Company in order to justify withholding payment (the No Set-Off Clause). |
| 5. Late Payment |
| 5.1 If the Client fails to make payment by the due date, the Company may (without prejudice to any other rights or remedies): |
| charge statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998; and/or |
| suspend further deliveries until payment is received in full. |
| 5.2 The Client shall indemnify the Company against all costs of collection, including legal fees, arising from non-payment or late payment. |
| 6. Divisibility of Orders |
| Each purchase order received by the Company shall be divisible. Each delivery or performance made under a purchase order: |
| (a) shall be deemed to arise from a separate contract; and |
| (b) shall be invoiced separately and shall be payable in full in accordance with the payment terms stated therein, without reference to and notwithstanding any defect or default in any other delivery or instalment under the same or any other contract (the Divisibility Clause). |
| 7. Liability |
| 7.1 The Company does not manufacture the Goods and supplies them as an intermediary; therefore, the Company gives no warranty beyond that provided by the manufacturer or original supplier. |
| 7.2 The Company shall not be liable for any indirect, special, or consequential losses arising under or in connection with this Agreement. |
| 7.3 The Company’s maximum aggregate liability shall not exceed the price paid by the Client for the Goods giving rise to the claim. |
| 8. Severability |
| If any provision or part-provision of this Agreement 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 or deletion shall not affect the validity and enforceability of the rest of this Agreement (the Severability Clause). |
| 9. Governing Law and Jurisdiction |
| This Agreement shall be governed by and construed in accordance with the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales. |
