Terms and conditions
Professional Paper Supplies Limited – Terms and Conditions of Sale
The Customer’s attention is particularly drawn to the provisions of clause 8 (Limitation of liability).
1.1 Definitions:
Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Business Hours: the period from 9.00am to 5.00pm on any Business Day.
Conditions: these terms and conditions as amended from time to time in accordance with clause 12.11.
Contract: the contract between PPS and Customer for the supply of Goods in accordance with these Conditions and any other document addressed to Customer which is attached to or enclosed with these Conditions or which otherwise relates to PPS' supply of the Goods and is agreed between PPS and Customer in writing.
Customer: the person or firm who purchases the Goods from PPS as set out in the Order.
Delivery Location: has the meaning given in clause 4.2 or shall be such alternative address as may be agreed between the parties in writing.
Force Majeure Event: an event, circumstance or cause beyond a party’s reasonable control (including but not limited to acts of God, extreme or adverse weather conditions, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, natural disaster, epidemic, pandemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), acts and omissions of any third party, interruption or failure of utility service (including power failure), restraints or delays affecting carriers, and inability or difficulties or delay in obtaining supplies of adequate or suitable materials).
Goods: the goods (or any part of them) set out in the Order or as otherwise agreed in writing between the parties.
Goods Specification: means PPS' or (where applicable) the relevant manufacturer's standard specification for the Goods, including any relevant plans or drawings, that is agreed between Customer and PPS.
Order: Customer’s order for the supply of Goods, as set out in Customer’s unqualified acceptance of PPS' quotation (or such other order method as may be agreed in writing by PPS from time to time).
PPS: means Professional Paper Supplies Limited (CRN: 03767824) whose registered office is at 2 Hackness Road, Northminster Business Park, Northfield Lane, York, YO26 6QR.
Interpretation:
1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.3 A reference to a party includes its successors and permitted assigns.
1.4 A reference to legislation or a legislative provision is a reference to it as amended or re-enacted from time to time, and includes all subordinate legislation made under that legislation or legislative provision from time to time.
1.5 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
1.6 A reference to writing or written excludes fax but not email.
2. Basis of contract
2.1 The Order constitutes an offer by Customer to purchase the Goods from PPS in accordance with the Contract (including these Conditions).
2.2 The Order shall only be deemed to be accepted when PPS issues written acceptance of the Order or (if earlier) when PPS delivers the Goods to Customer.
2.3 Any samples, drawings, descriptive matter or advertising issued by PPS and any illustrations and descriptions of the Goods contained in PPS' catalogues, brochures or other sales literature, in each case are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract nor have any contractual force.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that Customer seeks to impose or incorporate, or that are implied by law, trade custom, practice or course of dealing.
2.5 Any quotation given by PPS shall not constitute an offer, and is only valid for a period of 30 calendar days from its date of issue.
2.6 Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of Customer.
2.7 Customer acknowledges and agrees that in the event that Customer follows or acts upon any advice or recommendation given to Customer or any of Customer's employees or agents by PPS or by any employee or agent of PPS, in relation to the storage, application or use of the Goods or otherwise in connection with any Goods, which is not confirmed in writing by a duly authorised representative of PPS, then Customer shall do so entirely at its own risk and (subject to clause 8.3) PPS shall not be liable for any related consequences of the same.
2.8 To the extent (if any) that the Goods are to be manufactured in accordance with a Goods Specification supplied by Customer, Customer shall indemnify PPS against all liabilities, losses, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties, legal costs and other reasonable professional costs and expenses) suffered or incurred by PPS arising out of or in connection with any claim made against PPS for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with PPS' use of the Goods Specification. This clause 2.8 shall survive termination of the Contract.
2.9 PPS may notify to Customer a credit limit for purchasing Goods from PPS. PPS shall be entitled to change such credit limit or remove Customer's credit terms at any time upon giving notice to Customer.
3. Supply of Goods
3.1 The Goods are described in the Goods Specification.
3.2 PPS reserves the right to amend the Goods Specification:
3.2.1 if required by any applicable law or regulatory requirement; or
3.2.2 to the extent that the Goods are to be supplied in accordance with a Goods Specification provided by PPS, in any other way provided that the amendment will not materially affect the nature or quality of the relevant Goods,
and in each case PPS shall notify Customer in any such event.
4. Delivery of Goods
4.1 PPS shall ensure that:
4.1.1 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, special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
4.1.2 if PPS requires Customer to return any packaging material (including but not limited to bottles) to PPS, that fact is clearly stated on the delivery note. Customer shall make any such packaging materials available for collection at such times as PPS shall reasonably request. Returns of packaging materials shall be at PPS' expense.
4.2 Unless otherwise agreed in writing between the parties:
4.2.1 delivery of the Goods shall take place at a safe ground floor location at Customer's corresponding delivery address stated in the relevant Order (Delivery Location), which Customer agrees shall always be an address that is consistent with any pre-approved range or category of delivery address(es) for Customer agreed between the parties in writing from time to time; and
4.2.2 delivery of the Goods is completed when PPS (or PPS' carrier) unloads the Goods and places the Goods at Customer's disposal at the Delivery Location.
4.3 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. PPS shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or Customer’s failure to (i) provide PPS with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods or (ii) make available a safe ground floor location at the corresponding delivery address for PPS (or PPS' carrier) to deliver the Goods at.
4.4 The quantity and quality of any consignment of Goods as recorded by PPS on despatch from PPS' place of business shall be conclusive evidence of the quantity and quality received by Customer on delivery unless Customer can provide conclusive evidence proving the contrary.
4.5 PPS shall not be liable for any non-delivery or short delivery of Goods (even if caused by PPS' negligence) unless Customer gives written notice to PPS (quoting the relevant order reference number) of the non-delivery or short delivery within 7 days following the date when the Goods would in the ordinary course of events have been received.
4.6 If PPS fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. PPS shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or Customer’s failure to provide PPS with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.7 If Customer fails to take delivery of the Goods when delivery is attempted by PPS or PPS' carrier, then except where such failure or delay is caused by a Force Majeure Event or by PPS' failure to comply with its obligations under the Contract in respect of the Goods:
4.7.1 PPS will attempt to deliver the Goods up to two further times and may charge Customer for any additional delivery costs incurred by PPS in connection with such further attempts (irrespective of their success);
4.7.2 if no such further delivery attempt is successful, then:
(a) delivery of the Goods shall be deemed to have been completed at the time of the third attempted delivery by PPS or PPS' carrier (as the case may be); and
(b) PPS shall store the Goods until Customer takes physical possession of the Goods, and may charge Customer for all related costs and expenses (including insurance).
4.8 If, within ten Business Days following the day on which Customer failed to take delivery of the Goods when delivery was attempted by PPS or PPS' carrier for the third time, Customer has not taken physical possession of them, PPS may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, charge Customer for any shortfall below the price of the Goods.
4.9 PPS may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle Customer to cancel any other instalment.
5. Quality of Goods
5.1 PPS warrants that on delivery the Goods shall:
5.1.1 conform in all material respects with their description and any corresponding Goods Specification; and
5.1.2 be free from material defects in design, material and workmanship.
5.2 Customer acknowledges and agrees that it is solely responsible for ensuring that the Goods are fit and suitable for Customer's purposes.
5.3 Subject to clause 5.4, if:
5.3.1 Customer gives notice of a defect in the Goods in writing to PPS within 7 days following delivery or (for latent defects only) within 7 days following the latent defect becoming apparent, that some or all of the Goods have failed to comply with the warranty set out in clause 5.1; and
5.3.2 PPS is given a reasonable opportunity of examining such Goods; and
5.3.3 Customer (if asked to do so by PPS) returns such Goods to PPS' place of business,
PPS shall, at its option and to the extent that such Goods do not comply with the warranty set out in clause 5.1, repair or replace the defective Goods, or refund the price of the defective Goods in full.
5.4 PPS shall not be liable for the Goods’ failure to comply with the warranty set out in clause 5.1 if:
5.4.1 Customer makes any further use of such Goods after giving a notice in accordance with clause 5.3;
5.4.2 the defect arises because Customer failed to follow PPS' or any relevant manufacturer's oral or written instructions or training as to the storage, commissioning, installation, use or maintenance of the Goods or (if there are none) good trade practice regarding the same (including but not limited to where Customer uses an incorrect chemical with the Goods in question);
5.4.3 the defect arises as a result of PPS following any drawing, design or specification supplied by or on behalf of Customer;
5.4.4 the defect arises as a result of any damage to the Goods arising after delivery (including but not limited to whilst in transit);
5.4.5 Customer alters or repairs (or instructs a third party to alter or repair) such Goods without the written consent of PPS;
5.4.6 the defect arises as a result of fair wear and tear, misuse, accident (following delivery and not involving PPS), wilful damage, negligence, abnormal storage or working conditions, failure of Customer to properly and regularly inspect the Goods, or failure of Customer (or any third party authorised by Customer) to repair the Goods (with PPS' prior written consent) in a timely and workmanlike manner; or
5.4.7 the Goods differ from their description or any corresponding Goods Specification as a result of changes made pursuant to clause 3.2 above.
5.5 Except as provided in this clause 5, PPS shall have no liability to Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.
5.6 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
5.7 These Conditions shall apply to any repaired or replacement Goods supplied by PPS.
6. Title and risk
6.1 The risk in the Goods shall pass to Customer on completion of delivery (or, if earlier, upon deemed completion of delivery under clause 4.7.1 above).
6.2 Title to the Goods shall not pass to Customer until the earlier of:
6.2.1 PPS receives payment in full (in cash or cleared funds) for the Goods and all other sums which are or which become due to PPS on any account including any interest on such sums, in which case title to the Goods shall pass at the time of payment of all such sums; and
6.2.2 Customer resells the Goods in accordance with clause 6.4, in which case title to the Goods shall pass to Customer at the time specified in clause 6.4.2.
6.3 Until title to the Goods has passed to Customer, Customer shall:
6.3.1 store the Goods separately from all other goods and other property held by Customer so that they remain readily identifiable as PPS' property;
6.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
6.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on PPS' behalf from the date of delivery;
6.3.4 notify PPS immediately if Customer becomes subject to any of the events listed in clause 9.1.2 to clause 9.1.4 of these Conditions; and
6.3.5 give PPS such information as PPS may reasonably require from time to time relating to:
(a) the Goods; and
(b) Customer’s ongoing financial position.
6.4 Subject to clause 6.5, Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before PPS receives payment for the Goods. However, if Customer resells the Goods before that time:
6.4.1 it does so as principal and not as PPS' agent; and
6.4.2 title to the Goods shall pass from PPS to Customer immediately before the time at which such resale by Customer occurs.
6.5 If at any time before title to the Goods passes to Customer, Customer become subject to any of the events listed in clause 9 then, without limiting any other right or remedy that PPS may have:
6.5.1 Customer’s right under clause 6.4 to resell the Goods or use them in the ordinary course of its business shall cease immediately; and
6.5.2 PPS may at any time require Customer to deliver up all Goods in its possession that have not been resold (or irrevocably incorporated into another product) in accordance with the Contract and if Customer fails to do so promptly, enter any premises of Customer or of any third party where the Goods are stored, to recover them. Customer shall procure entry to any such third party’s premises if requested to do so by PPS.
7. Charges and payment
7.1 Subject to clause 7.2, the price for the Goods:
7.1.1 shall be the price set out in PPS' corresponding quotation or as otherwise agreed in writing between the parties, or (if there is no quotation or written agreement or the quotation/written agreement does not include any quoted price for the Goods) shall be the corresponding price set out in PPS' published price list in force at the date of the Order; and
7.1.2 excludes any third party carrier costs incurred by PPS in connection with the transport of the Goods, which shall (unless otherwise agreed by PPS in writing) be payable by Customer in addition at the same time as payment is due for the supply of the relevant Goods.
7.2 PPS reserves the right to increase the price of the Goods, by giving notice to Customer at any time before delivery of the Goods, to reflect any increase in the cost to PPS of supplying the Goods arising before delivery of the Goods that is due to:
7.2.1 any factor beyond the control of PPS (including foreign exchange fluctuations, increases in taxes and duties, increases in labour, raw materials and other manufacturing costs, and increases in utilities or transport costs);
7.2.2 any request by Customer to change the delivery date(s), quantities or types of Goods ordered or the Goods Specification; or
7.2.3 any delay caused by any instructions of Customer in respect of the Goods, or any failure of Customer to give PPS adequate or accurate information or instructions in respect of the Goods, or any failure of Customer to make available a safe ground floor location at the corresponding delivery address for PPS (or PPS' carrier) to deliver the Goods at.
7.3 PPS shall invoice Customer:
7.3.1 where the Contract includes a quotation setting out a specific invoicing arrangement or a specific invoicing arrangement has otherwise been agreed between PPS and Customer in writing, in accordance with the applicable invoicing arrangement; and
7.3.2 in any other case, on or at any time after completion of delivery.
7.4 Customer shall pay each invoice submitted by PPS:
7.4.1 within 30 days of the date of the invoice or (only where applicable to Customer) in accordance with any alternative payment terms agreed by PPS in writing with Customer; and
7.4.2 in full and in cleared funds to a bank account nominated in writing by PPS,
and time for payment shall be of the essence of the Contract.
7.5 All amounts payable by Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by PPS to Customer, Customer shall, on receipt of a valid VAT invoice from PPS, pay to PPS such additional amounts in respect of VAT as are chargeable on the supply of the Goods at the same time as payment is due for the supply of the Goods.
7.6 If Customer fails to make a payment due to PPS under the Contract by the due date, then, without limiting PPS' remedies under clause 9, Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment (such interest to accrue at the corresponding rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998).
7.7 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).
8. Limitation of liability
8.1 The limits and exclusions in this clause 8 reflect the insurance cover PPS has been able to arrange. Customer is responsible for making its own arrangements for the insurance of any excess liability.
8.2 References to liability in this clause 8 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
8.3 Nothing in the Contract limits any liability for:
8.3.1 death or personal injury caused by negligence;
8.3.2 fraud or fraudulent misrepresentation;
8.3.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979;
8.3.4 any liability that legally cannot be limited; or
8.3.5 Customer’s payment obligations under the Contract.
8.4 Subject to clauses 8.3 and 8.5, PPS' total liability to Customer:
8.4.1 subject to clause 8.4.2, for any claim arising under or in connection with the Contract, whether arising in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise, shall not exceed an amount equal to the price of the Goods the subject of a valid claim; and
8.4.2 in aggregate for any and all claims arising under or in connection with the Contract, whether arising in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise, shall in all circumstances not exceed an amount equal to the total price paid or payable by Customer to PPS for the Goods under the Contract.
8.5 Subject to clause 8.3, PPS shall not be liable to Customer for any:
8.5.1 loss of profit
8.5.2 loss of anticipated savings;
8.5.3 loss of sales or business;
8.5.4 loss of revenue;
8.5.5 loss of agreements or contracts;
8.5.6 loss of use or corruption of software, data or information;
8.5.7 loss of or damage to goodwill; and
8.5.8 any type of indirect, special or consequential loss or damage, costs, expenses or other claims for consequential compensation,
in each case whatsoever (howsoever caused) which arise out of or in connection with the Contract, whether arising in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise.
8.6 PPS has given commitments as to compliance of the Goods with relevant specifications in clause 5. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
8.7 This clause 8 shall survive termination of the Contract.
9. Termination
9.1 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
9.1.1 the other party commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of 21 days after being notified in writing to do so;
9.1.2 the other party takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets or its entering a procedure in any jurisdiction with a similar or equivalent effect to any of the events or procedures listed in this clause 9.1.2;
9.1.3 the other party suspends or ceases, or threatens to suspend or cease carrying on all or a substantial part of its business; or
9.1.4 the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
9.2 Without affecting any other right or remedy available to it, PPS may terminate the Contract with immediate effect by giving written notice to Customer if Customer fails to pay any amount due under the Contract on the due date for payment and remains in default as at 7 days or more following the date on which PPS issued a corresponding late payment reminder to Customer.
9.3 Without affecting any other right or remedy available to it, PPS may suspend all further deliveries of Goods under the Contract and under any other contract between Customer and PPS if (i) Customer fails to pay any amount due under the Contract by the due date for payment, or (ii) Customer becomes subject to any of the events listed in clause 9.1.2 to clause 9.1.4, or (iii) PPS reasonably believes that Customer is about to become subject to any such event.
10. Consequences of termination
10.1 On termination of the Contract, Customer shall:
10.1.1 immediately pay to PPS all of PPS' outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, PPS shall submit an invoice, which shall be payable by Customer on receipt; and
10.1.2 return any and all Goods which have not been fully paid for. If Customer fails to do so, then PPS may enter Customer’s premises and take possession of them. Until they have been returned, Customer shall be solely responsible for their safe keeping and shall not use them for any purpose not connected with the Contract.
10.2 Termination of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
10.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
11. Force majeure
Neither party shall be in breach of the Contract or otherwise be liable for any delay or failure in the performance of its obligations under the Contract for so long as and to the extent that such delay or failure results from a Force Majeure Event. If the period of delay or non-performance continues for at least 30 consecutive days, the party not affected by the Force Majeure Event may terminate the Contract by giving written notice to the affected party.
12. General
12.1 PPS may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
12.2 Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of PPS.
12.3 Each party acknowledges and agrees that:
12.3.1 any notice given to a party under or in connection with the Contract shall be in writing and shall be:
(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(b) sent by email to (where sent to PPS) the corresponding email address of PPS set out in or provided with any corresponding quotation or otherwise notified by PPS to Customer from time to time and (where sent to Customer) the corresponding email address for Customer that is stated in any corresponding quotation or otherwise agreed between the parties in writing;
12.3.2 Any notice shall be deemed to have been received:
(a) if delivered by hand, at the time the notice is left at the proper address;
(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00am on the second Business Day after posting; or
(c) if sent by email, at the time of transmission, or, if this time falls outside Business Hours, when Business Hours resume.
12.3.3 This clause 12.3 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
12.4 If for any reason, any provision or part-provision of the Contract is or becomes invalid, illegal, void, voidable or unenforceable, such provision or part-provision shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part-provision of the Contract is deemed deleted under this clause 12.4 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.
12.5 Except as set out in clause 2.6, a waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
12.6 A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.
12.7 Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
12.8 The Contract constitutes the entire agreement between the parties and supersedes any previous agreements, promises, statements, representations, assurances, warranties and understandings between the parties (whether made innocently or negligently) that are not set out in the Contract.
12.9 Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it has no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
12.10 The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
12.11 Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
12.12 The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
12.13 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
12.14 In the event of any conflict or inconsistency between these Conditions and any applicable written quotation from PPS or other written agreement between the parties, then such quotation or other written agreement (as the case may be) shall take precedence to the extent of such conflict or inconsistency.