Terms and Condition | Primer Design

Primer Design - Terms and Conditions of Sale. August 2025 V1

1. About us

1.1 Company details. Primer Design Limited (company number 05228545) (herein referred to as “we” and “us”) is a company registered in England and Wales and our registered office is at York House School Lane, Chandler's Ford, Eastleigh, England, SO53 4DG. Our main trading address is Skelton House, Lloyd Street North, Manchester M15 6SH. We operate the website: https://www.primerdesign.co.uk/
1.2 Contacting us. Please contact our customer service team at email [email protected]. How to give us formal notice of any matter under the Contract is set out in clause 13.2.

2. Our contract with you

2.1 Our contract. These terms and conditions (Terms) apply to the order by you and supply of goods by us to you (Contract) and shall be deemed to override any terms or conditions which are inconsistent with them or which you seek to impose or incorporate. No other terms are implied by law, trade, custom, practice or course of dealing. Furthermore, you waive any right you may have to rely on any term endorsed upon, delivered with or contained in any documents submitted by you that are inconsistent with these Terms.
2.2 Your business. You acknowledge that these Terms apply exclusively to business-to-business transactions. By placing an order, you confirm that you are acting on behalf of a business and that the purchase is being made for commercial purposes.
2.3 Entire agreement. The Contract is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
2.4 Language. These Terms and the Contract are made only in the English language.
2.5 Your copy. You should print a copy of these Terms for future reference.

3. Placing an order and its acceptance

3.1 Placing your order. Orders may be placed over the phone, by email or through our website. Where orders are placed through the website, please follow the onscreen prompts to place an order. Each order is an offer by you to buy the goods specified in the order (Goods) subject to these Terms.
3.2 Correcting input errors. Please check the order carefully before confirming it. You are responsible for ensuring that your order and any specification submitted by you is complete and accurate. Our technical support team ([email protected]) are available to assist with any queries you may have about the Goods.
3.3 Acknowledging receipt of your order. After you have submitted an order, you will receive an email from us acknowledging that we have received it. Please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 3.4.
3.4 Accepting your order. Our acceptance of your order takes place when we send the email to you to accept it, at which point the Contract between you and us will come into existence. We aim to confirm whether an order can be accepted within two (2) business days from receiving your order.
3.5 Expiry of your Quote. Where a quote has been provided to you, this will remain valid for thirty (30) days from the date of the quote. Any orders based on the Quote after its expiration date will not be valid and a new Quote will need to be issued.
3.6 If we cannot accept your order or need to cancel it. If we are unable to supply you with the Goods or need to cancel your order for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Goods, we will refund you the full amount including any delivery costs charged as soon as possible.

4. Our goods

4.1 Any samples, drawings, descriptive matter or advertising produced by or on behalf of us and any descriptions or illustrations contained in our catalogues or brochures (whether digital or otherwise) are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
4.2 Although we have made every effort to be as accurate as possible, all sizes, weights, capacities, dimensions and measurements indicated on our site are approximate .
4.3 The packaging of your Goods may vary from that shown on any images produced by us when marketing the Goods.
4.4 We reserve the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirement.
4.4.4.5 Unless otherwise agreed all Goods leave our premises with a minimum of six (6) months remaining shelf life ("Shelf life").

5. Delivery, transfer of risk and title

5.1 We will contact you with an estimated delivery date within fourteen (14) days after the date on which we email you to confirm our acceptance of your order. Any dates quoted for delivery are approximate only and time of delivery is not of the essence. Please see our shipping and delivery policy which provides further information in addition to these terms.
5.2 You shall collect the Goods from our premises or such other location as we may advise (Delivery Location). All Goods are made available on Ex Works from Skelton House, Lloyd Street North, Manchester Science Park, Manchester, M15 6SH, UK. Unless otherwise agreed, it is your responsibility to arrange collection of the Goods.
5.3 Delivery is complete on the completion of loading of the Goods at the Delivery Location at which point the Goods will be at your risk. We recommend that you insure all Goods during transit from the moment they leave our premises.
5.4 Each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the type and quantity of the Goods and any special storage instructions.
5.5 You own the Goods once we have received payment in full, including of all applicable delivery charges.
5.6 If we fail to deliver the Goods, our liability is limited to the cost of obtaining replacement goods of a similar description and quality in the cheapest market available, less the price of the Goods. However, we will not be liable to the extent that any failure to deliver was caused by a Force Majeure Event, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of goods.
5.7 If you fail to take delivery within five (5) days after the day on which we notified you that the Goods were ready for collection, we may resell part of, or all the Goods. We shall repay you the price you paid for the Goods after deducting reasonable storage, insurance and selling costs and any shortfall between the resale price and the price you paid for the Goods.

6. International delivery

6.1 We deliver to the countries listed on our shipping and delivery policy (International Delivery Destinations) which is located on our website. However, there are restrictions on some Goods for certain International Delivery Destinations, so please review the information on that page carefully before ordering Goods.
6.2 If you order Goods from our site for delivery to one of the International Delivery Destinations, your order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that we have no control over these charges and we cannot predict their amount.
6.3 You will be responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before placing your order.
6.4 You must comply with all applicable laws and regulations of the country for which the Goods are destined. We will not be liable or responsible if you break any such law.

7. Price of goods and delivery charges

7.1 Prices for our Goods may change from time to time, but changes will not affect any Quote you have already received providing it remains valid.
7.2 The price of Goods excludes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Goods in full before the change in VAT takes effect.
7.3 The price of the Goods does not include delivery charges. Our delivery charges are as advised to you during the check-out process, before you confirm your order.

8. How to pay and payment terms

8.1 Most major credit or debit cards are accepted.
8.2 Unless otherwise agreed, payment for the Goods and all applicable delivery charges is in advance.
8.3 In the event that credit is offered and you fail to make payment by the relevant due date, then without limiting our remedies, you shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
8.4 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

9. Our warranty for the goods

9.1 We provide a warranty that on delivery and throughout the Shelf Life (as defined in clause 4.5), the Goods shall:

9.1.1 subject to clause 4, conform in all material respects with their description; and
9.1.2 be free from material defects in design, material and workmanship.

9.2 Subject to clause 9.3, if:

9.2.1 you give us notice in writing within three (3) days of delivery that some or all of the Goods do not comply with the warranty set out in clause 9.1;
9.2.2 we are given a reasonable opportunity of examining the Goods; and
9.2.3 we ask you to do so, you return the Goods to us at your cost, we will, at our option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

9.3 We will not be liable for breach of the warranty set out in clause 9.1 if:

9.3.1 the defect has arisen after the expiry date provided with the Goods;
9.3.2 you make any further use of the Goods after giving notice to us under clause 9.2;
9.3.3 the defect arises as a result of us following any drawing, design or specification supplied by you;
9.3.4 you alter or repair the Goods without our written consent;
9.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
9.3.6 the Goods differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

9.4 We will only be liable to you for the Goods' failure to comply with the warranty set out in clause 9.1 to the extent set out in this clause 9.
9.5 Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Goods are suitable for your purposes.
9.6 These Terms also apply to any repaired or replacement Goods supplied by us to you.

10. Our liability: your attention is particularly drawn to this clause

10.1 References to liability in this clause 10 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
10.2 Nothing in these Terms limits or excludes our liability for:

10.2.1 death or personal injury caused by our negligence;
10.2.2 fraud or fraudulent misrepresentation;
10.2.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
10.2.4 any other liability that cannot be limited or excluded by law.

10.3 Subject to clause 10.2, we will under no circumstances be liable to you for:

10.3.1 any loss of profits, sales, business, or revenue;
10.3.2 loss of business opportunity;
10.3.3 loss of anticipated savings;
10.3.4 loss of goodwill; or
10.3.5 any indirect or consequential loss.

10.4 Subject to clause 10.2, our total liability to you for all losses arising under or in connection with the Contract will in no circumstances exceed the amount paid by you under the order giving rise to that claim.

11. Termination

11.1 Without affecting any of our other rights, we may suspend the supply or delivery of the Goods to you, or terminate the Contract with immediate effect by giving written notice to you if:

11.1.1 you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within the timeframe provided to you by us;
11.1.2 you fail to pay any amount due under the Contract on the due date for payment;
11.1.3 you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
11.1.4 your financial position deteriorates to such an extent that in our reasonable opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.

11.2 Termination of the Contract shall not affect your or our rights and remedies that have accrued as at termination.
11.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

12. Force Majeure

12.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Force Majeure Event).
12.2 If a Force Majeure Event takes place that affects the performance of our obligations under the Contract:

12.2.1 we will contact you as soon as reasonably possible to notify you; and
12.2.1 our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Force Majeure Event. Where the Force Majeure Event affects our delivery of Goods to you, we will arrange a new delivery date with you after the Force Majeure Event is over.

13. Communications between us

13.1 When we refer to "in writing" in these Terms, this includes email.
13.2 Any notice given under or in connection with the Contract must be in writing and be delivered by hand, sent by pre-paid first class post or other next working day delivery service, or email.
13.3 A notice is deemed to have been received:

13.3.1 if delivered by hand, at the time the notice is left at the proper address;
13.3.2 if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
13.3.3 if sent by email, at 9.00 am the next working day after transmission.

13.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
13.4 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

14. General

14.1 Assignment and transfer.

14.1.1 We may assign or transfer our rights and obligations under the Contract to another entity.
14.1.2 You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.

14.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
14.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not exercise our rights or remedies against you, or if we delay in doing so, that will not mean that we have waived our rights or remedies against you or that you do not have to comply with those obligations. If we do waive any rights or remedies, we will only do so in writing, and that will not mean that we will automatically waive any right or remedy related to any later default by you.
14.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
14.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
14.6 Governing law and jurisdiction. The Contract is governed by English law and you and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.

Terms & Conditions