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Terms and Conditions

Pentland Wholesale Limited (“the Company”)

Terms & Conditions of Sale

Pentland Wholesale Limited (“the Company”)
All business is carried on subject to the following terms and conditions
(“Terms”), except as varied by specific written agreement of the Company.
By placing any order with the Company the customer shall be deemed to
have agreed to and accepted these Terms. In these Terms “Contract”
means the contract for the supply of Goods formed by the Company’s
acceptance of the customer’s order.

1. No order will be binding upon the Company unless and until
accepted by the Company in writing or by delivery of any goods
the subject of the order (“Goods”). 

2. Orders are accepted only on the basis that these Terms (or varied
as aforesaid) apply to the order. Accordingly any terms endorsed
on or contained or referred to in any customer’s order or
confirmation or otherwise communicated to the Company which
are inconsistent with these Terms and are not specifically agreed
to in writing by the Company, shall be deemed to be superseded
and nullified by these Terms. 

3. The Company reserves the right to consult whomever it considers
appropriate for the purposes of obtaining trade references for the
Customer. Such trade references will be recorded by the Company
and will be made available to other businesses for the continuing
assessment of credit risk. The Company reserves the right to
amend any accidental error or omission on quotations, order
acknowledgements, invoices or credit notes. 

4. Although all delivery dates stated by the Company are given in
good faith and all reasonable efforts will be made to adhere to
them, the Company accepts no liability for any failure to comply
with such dates by reason of any cause beyond the Company’s
reasonable control. Time of delivery shall not be of the essence.

5. The Company shall be entitled to make partial deliveries and
failure to deliver part only of any order shall not entitle the
customer to reject the Goods.

6. If the customer fails to take delivery of the Goods on the date of
delivery, the Company shall, without prejudice to its other rights,
be entitled to store the Goods at the customer’s risk and the
customer shall pay all storage and additional carriage costs

7. Whilst every effort will be made to supply Goods in accordance
with samples and/or agreed specifications the Company reserves
the right to modify specifications, designs and materials where
such modifications do not materially affect the quality or fitness for
purpose of the Goods or to comply with any applicable standards
or legal requirements. 

8. Unless otherwise notified to the customer, Goods will be invoiced
at the price stipulated in the Company’s published price list
current at the date of the acceptance of the order. In the case of
an order for delivery by instalments each instalment shall be
invoiced at the price stipulated in the Company’s published price
list at the date of despatch of such instalment. Such prices are
exclusive of VAT. 

9. Prices do not include delivery to a third party address, unless
otherwise agreed in writing. Where appropriate, all carriage,
modifications, special testing, inspections, insurance, packing or
samples will be charged to the customer.

10. Unless it has been agreed between the Company and the
Customer that the Customer purchases the Goods on a proforma
basis before Goods have been despatched to the Customer, the
Company shall invoice the Goods on or after despatch of the
Goods. The Company shall be entitled to invoice each instalment
as and when each instalment is despatched. Payment of all sums
shall be made in sterling and is due 30 days from the date of the
relevant invoice. The Company may sue for any monies
outstanding beyond this date even if property in any relevant
Goods has not passed to the customer. A 2% charge will be levied
for payments made by credit card. 

11. If any payment is not made in full by the due date then, without
affecting any other right which it may have, the Company may
deduct any outstanding amounts from any monies owed to the
customer on any account whatsoever.

12. Interest on any outstanding amounts may be charged, which shall
accrue from the due payment date until the date of payment. No
payment shall be deemed to have been made until the Company’s
account is credited with the relevant cleared funds. Should the
purchaser fail to pay on the due date or fail to comply with the
terms of payment the Company reserves the right to claim
compensation for debt recovery costs and interest under the Late
Payment of Commercial Debts [Interest] Act 1988.

13. The customer may not withhold or make any deduction from or set
off against any payment due to the Company for any reason.

14. Export sales shall be subject to FOB terms (as defined in the latest
published version of Incoterms from time to time). It is the
customer’s responsibility to obtain all necessary import licences,
clearances and other consents necessary for the purchase of the
Goods and to ensure that the Goods comply with all local
legislative or other legal requirements.

15. If the customer has paid a service fee on any Goods purchased,
then the Company warrants to make all necessary repairs on the
terms as detailed on the customers price list/catalogue given to
the customer and on quotations submitted and order
confirmations following acceptance of order. All service calls must
be placed by the customer. This warranty does not cover
breakdowns which have been caused by the misuse or incorrect
installation of any Goods. If after repairing the Goods the fault is
found to have been caused by customer misuse the service
charges plus an administration fee must be immediately repaid to
the Company.
(a) The customer must make adequate provision to allow
warranty repairs to be carried out, this would include
ensuring any permits to work are made available during
normal working hours. Where there is the need to work out
of hours, ie certain shopping centres/market halls, the
client is responsible for additional charges. 
If it is known that specific site health and safety inductions
and security clearance are necessary for engineers to carry
out work, these inductions will be done at the clients
expense, alternatively in these instances the units must be
purchased on a parts only warranty basis. This would
include some colleges, hospitals, airports and some
shopping centres. 
(b) Exclusions to labour warranty – we are only able to offer
labour warranty for goods to be sited on the UK mainland
(excluding islands). 

16. The Company will (at the Company’s option) either replace or
refund the price of any Goods which are shown to the Company’s
reasonable satisfaction to be defective in materials or
workmanship at the time of delivery or to be a shortfall in quantity
delivered provided that:
16.1 the customer inspects the Goods on delivery and notifies
the Company within 24 hours of delivery of any alleged
defects, shortage in quantity or damage. If the customer
fails to comply with these provisions, the Goods shall be
deemed conclusively to be in accordance with the Contract
and free from any defect or damage which would be
apparent on a reasonable examination of them;
16.2 when signing for deliveries the customer must state clearly
on the delivery note any damage or shortages;
16.3 loss or non-delivery must be notified in writing to the
Company and to the carrier within fourteen days of the
despatch date on the advice note or invoice; 
16.4 where a defect would not have been apparent on a
reasonable examination under clause 16.1, the customer
notifies the Company as soon as reasonably possible when
the defect becomes apparent or within one hundred and
eighty (180) days of delivery whichever is earlier; and
16.5 the customer provides all information and assistance
required by the Company to investigate any suspected
defect and, if required, permits the Company to inspect the
Goods concerned at any premises where the same are
Goods returned which are over twenty eight (28) days old
from the date of purchase may be replaced with a
refurbished or repaired product

17. Clause 16 defines the Company’s full liability in respect of the
Goods. All other conditions, warranties or other undertakings
concerned with the Goods whether express or implied by statute,
common law, custom, usage or otherwise, are excluded except
that nothing in these Terms shall exclude any liability of the
Company for death or injury resulting from negligence or for
breach of terms as to title under  Section 12 of the Sale of Goods
Act 1979.

18. Without prejudice to the provisions of clauses 15 and 16, the
Company shall not be liable for any costs, claims, damages,
losses or expenses arising out of any tortious act or omission or
any breach of contract or statutory duty calculated by reference to
profits, income, production or accruals or loss of such profits,
income, production or accruals.

19. Save where the law prohibits such limitation of liability and without
prejudice to clauses 16, 17 and 18 the liability of the Company
shall not in any circumstances exceed the invoice value of the

20. The Company shall not be responsible for affixing any warning
notices to the Goods or their packaging, this shall be the
responsibility of the customer who is deemed to have full
knowledge of the Goods in relation to safety and otherwise.

21. The Company will only accept the cancellation of orders as
(a) Goods are not sold on a trial basis. Customers should
check the specifications and suitability of the Goods before
ordering. The Company does not warrant the suitability of
the Goods for specific applications. 
(b) Goods which have been incorrectly ordered will only be
accepted for return with the prior approval of the
(c) Returned Goods will only be accepted if they are: correctly
packed in the original packaging with the manuals,
returned with the necessary proof of delivery and purchase,
and have not been used. A restocking charge of 25% of
the value of the Goods will be charged to the customer on
all such Goods.
(d) If the customer cancels the Goods whilst the Goods are still
in transit, an abortive delivery charge will be charged to the
(e) Goods may not be returned without a Goods Return
Authorisation Number which can be obtained from the
Company by contacting the Company Sales Desk on
01254 614444.
(f) Any item ordered that is not normally held in stock will be
ordered on the customers behalf from the manufacturer or
other supplier. Such items cannot be returned if the
customer decides that it is no longer required. 

22. Goods which the Company has agreed to sell to the customer
shall be at the customer’s risk as soon as they are delivered to the
customer’s UK premises or other agreed destination. These
Goods shall remain the property of the Company until such time
as the customer shall have paid the Company the agreed price,
together with the full price of any other goods sold to the customer
payment for which is outstanding. The passing of title and risk in
the Goods supplied by the Company shall be as follows:
(a) from the time of delivery, the Goods shall be at the
customer’s risk who shall be solely responsible for their
custody and maintenance but, unless otherwise expressly
agreed in writing, the Goods shall remain the Company’s
property until all payments to be made by the customer
under this Agreement and any other agreement between
the Company and the customer and on any other account
whatsoever have been made in full and unconditionally.
Whilst the Company’s ownership continues the customer
shall keep the Goods labelled as belonging to the
Company and separate and identifiable from all other
goods in its possession as bailee for the Company;
(b) the customer’s right to possession of the Goods shall
immediately cease if the customer does anything or fails to
do anything which would entitle an administrator or
administrative receiver to take possession of any of the
customer’s assets or entitle any person to present against
the customer a petition for winding up;
(c) the customer may only re-sell the Goods to the customer’s
clients in the ordinary course of the customer’s business as
a fiduciary and trustee for the Company. In the event of any
resale by the customer of the Goods the Company’s
beneficial entitlement shall attach to the proceeds of sale
or other disposition thereof so that such proceeds or any
claim therefor shall be assigned to the Company and until
such assignment shall be held on trust in a separate
identified account for the Company by the customer and
such proceeds shall not be mingled with other moneys or
paid into any overdrawn bank account and shall at all
times be identifiable as the Company’s moneys;
(d) without prejudice to the equitable rules as to tracing, in the
event of failure to pay any and all the payments for the
Goods in accordance with these Conditions the Company
shall have power to re-sell the Goods, such power being
additional to (and not in substitution for) any other power
of sale arising by operation of law or implication or
otherwise and for such purpose the Company and its
servants and agents may forthwith enter upon any premises
or land occupied or owned by the customer to remove the
Goods; and
(e) pending payment of any and all payments due hereunder
Pentland Wholesale Limited
Blizzard House, Unit 17, Walker Industrial Estate, Walker Road,
Blackburn, Lancashire. BB1 2QE 
Tel: 01254 614444  Fax: 01254 614477
for the Goods the customer shall at all times keep the
Goods comprehensively insured against loss or damage
by accident, fire, theft and other risks usually covered by
insurance in the type of business carried on by the
customer in an amount at least equal to the balance of the
payments due hereunder for the same from time to time
remaining outstanding. The policy shall bear an
endorsement recording the Company’s interest.

23. The Company or any related companies shall have the right to
cancel all or any contracts with the customer or withhold delivery
of any Goods if:-
23.1 the customer fails to pay any monies owing to the
Company or any related companies by the due date;
23.2 the customer commits any breach of any contract with the
Company or any related companies; or
23.3 the customer compounds with or executes an assignment
for the benefit of its creditors or commits any act of
bankruptcy or goes into liquidation or has a receiver,
administrative receiver or administrator appointed over all
or part of its assets or has a third party levy distress on their
property, or suffers any similar or analogous act. 
In the event of delivery being withheld the Company shall
be entitled as a condition of resuming delivery to require
pre-payment of or such security as it may require for the
payment of the price of any further delivery. 

24. The customer’s attention is drawn to the Company’s guidelines
and regulations on health and safety within the workplace, copies
of which will be provided on request. The installation of the Goods
requires a qualified person.  The Company will not accept any
actual or consequential claim or liability arising from incorrect
installation and fitting of goods.  The Company makes no
warranty as to the suitability of any packaging should the customer
wish to re-sell the Goods. It is the responsibility of the customer to
take such steps as are necessary to ensure that appropriate
information relevant to the Goods is made available to any person
to which the customer supplies the Goods to.

25. The construction, validity and performance of all Contracts
between the parties shall be governed by English law and shall be
subject to the exclusive jurisdiction of the English Courts although
this shall not limit the right of the Company to commence
proceedings in any other jurisdiction the Company deems

26. Any suggested retail prices quoted in the Company’s price lists or
catalogues shall not limit the customer’s right to set its own retail

27. The Company shall not be liable in any way for loss, damage or
expense arising directly or indirectly from any failure or delay in
performing any obligation under any contract caused by any
circumstances beyond its reasonable control, which shall, without
limiting the generality of the foregoing, be deemed to include war
or any other action of military forces, terrorism, riot, civil
commotion, sabotage, vandalism, accident, break-down or
damage to machinery or equipment, fire flood, legislative or
administrative interference, acts of God, strike, lock-out or other
industrial disputes (whether or not involving employees of the
Company) or shortage of materials or the Company’s inability to
procure materials or supplies. On the occurrence of any such
event, the Company may at its discretion, perform, suspend
performance of or terminate the contract. 

28. The Customer shall ensure that no trade mark or logo used on or
in connection with any of the Goods or their packaging is added
to, obscured, removed, defaced, altered or otherwise interfered
with in any way.

29. Trade marks and/or logos applied to any of the Goods may be
used in advertising material intended for use in retail outlets or in
catalogues for the purpose only of promoting the retail sale of the
Goods concerned and provided that the Company’s prior written
consent is obtained. 

30. Except as permitted by clause 29 above the customer shall not
make any use of any logo or trade mark owned or used by the
Company (whether in connection with the goods or otherwise) or
any part thereof for any purpose whatsoever.

31. Any part of these Terms which is void or unenforceable shall be
deemed severable and shall not affect any other part of these

32. No waiver or forbearance by the Company (express or implied) in
enforcing any of its rights under a Contract shall prejudice its right
to do so in the future.
Customers statutory rights are not affected and All Errors and Omissions
are Excepted.
UK WEEE Regulations (SI2006/3289 Waste Electrical and Electronic
Equipment Regulations 2006 as modified by any subsequent legislation).
Future WEEE
Pentland Wholesale Limited sells its products either retaining the
Producer’s obligations under the WEEE Regulations or with our customer
taking on those responsibilities.  In either case the customer must clearly
state which of these options he requires and this must be documented.
Pentland Wholesale Limited will confirm this option on its order
acceptance documentation.
The customer must agree to disclose this agreement to any subsequent
purchaser(s) of this equipment, as required by the regulations.
Historic WEEE
The purchaser agrees to absolve Pentland Wholesale Limited from its
obligations under the UK WEEE Regulations which require Pentland
Wholesale Limited to be responsible for financing the collection,
treatment, recovery and environmentally sound disposal of any product
supplied before 13th August 2005, where a similar new product is being
Pentland Wholesale Limited will undertake the collection, treatment,
recovery and environmentally sound disposal of any product supplied
before 13th August 2005 (or outside the scope of the WEEE regulations)
subject to payment of its current disposal fees.

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Contact our friendly sales team, office hours are
Monday – Friday 8.30am – 5.00pm on

T: 01254 614488
F: 0845 2410323