TERMS AND CONDITIONS FOR THE SALE OF GOODS AND SERVICES
Seller means C Pack Pendle Ltd or C Pack Packaging Machinery Ltd
Buyer the Company who buys or agrees to buy the goods from the Seller.
Conditions the terms and conditions of sale as set out in this document and any special terms and conditions agreed in writing by the Seller.
Goods the items which the Buyer agrees to buy from the Seller as set out in the Order.
Price the price for the Goods, excluding VAT and any carriage, packaging and insurance costs.
Force Majeure Event has the meaning set out in clause 18.
Intellectual Property patents, rights to inventions, copyright and related rights, trade marks
Rights business names and domain names, rights in get-up, goodwill and the right
to sue for passing off, rights in designs, database rights, rights to use, and
protect the confidentiality of, confidential information (including know
how), and all other intellectual property rights, in each case whether
registered or unregistered and including all applications and rights to apply
for and be granted, renewals or extensions of, and rights to claim priority
from, such rights and all similar or equivalent rights or forms of protection
which subsist or will subsist now or in the future in any part of the world.
Order the Buyer’s order for the supply of Goods and/or Services, as set out [the
Buyer’s purchase order form OR overleaf OR the Buyer’s written
acceptance of the Seller’s quotation OR in the Buyer’s purchase order form,
or the Buyer’s written acceptance of the Seller’s quotation, or overleaf, as
the case may be].
Services the services supplied by the Seller to the Buyer as set out in the Order.
Seller Materials has the meaning set out in clause 15.1.6
2.1 These Conditions shall form the basis of the contract between the Seller and the Buyer in relation to the sale of Goods and/or Services, to the exclusion of all other terms and conditions including the Buyer’s standard conditions of purchase or any other conditions which the Buyer may purport to apply under any purchase order or confirmation of order or any other document.
2.2 All orders for Goods and/or Services shall be deemed to be an offer by the Buyer to purchase Goods from the Seller pursuant to these Conditions.
2.3 Acceptance of delivery of the Goods or commencement of the Services shall be deemed to be conclusive evidence of the Buyer’s acceptance of these Conditions.
2.4 These Conditions may not be varied except by the written agreement of the Seller.
2.5 These Conditions represent the whole of the agreement between the Seller and the Buyer. They supersede any other conditions previously issued.
The Price quoted is exclusive of VAT which shall be due at the rate in force on the date of the Seller’s invoice.
- Payment and Interest
5.1 Payment of the Price and VAT shall be due 30 days from the end of month that the invoice is issued in, unless otherwise stated in the quotation.
5.2 Statutory Interest on overdue invoices shall accrue from the date when payment becomes due calculated on a daily basis until the date of payment, this is 8% plus the Bank of England base rate, in accordance with the Late Payment of Commercial Debts Regulations 2013. Such interest shall accrue after as well as before any judgment.
5.3 The Buyer shall pay all accounts in full and not exercise any rights of set-off or counter-claim against invoices submitted by the Seller.
6.1 The quantity and description of the Goods shall be as set out in the Seller’s confirmation of order.
6.2 The Seller reserves the right to amend or change the specification of the Goods if required by any applicable statutory or regulatory requirements.
- Testing and performance
7.1 Materials and product specified by the Seller must be supplied free of charge when required for product testing.
7.2 Any particulars of machine performance given by us are based on our experience and should be attainable, but we shall not accept liability if that performance is not obtained.
Where installation of a machine is to be undertaken by the Seller, the Buyer will provide at its expense adequate equipment for siting the machine and materials required to perform suitable testing of the machine and training of operators.
9.1 The Seller warrants that for a period of 6 months commencing on the earlier of either the date of delivery of the Goods, or the commencement of the Services (Warranty Period), the Goods and/or Services shall:
9.1.2 be of satisfactory quality with the meaning of the Sale of Goods Act 1979;
9.1.3 be fit for any purpose held out by the Seller; and
9.1.4 be carried out in accordance with the Supply of Goods and Services Act 1982.
9.2 The Seller shall be under no liability in any case for personal injury or other loss or damage resulting directly or indirectly from the use of the goods.
9.3 The Seller warrants that the Goods will at the time of delivery correspond to the description given by the Seller prior to delivery of the goods.
Delivery of the Goods
10.1 Delivery of the Goods shall be made to address informed of by the Buyer. The Buyer shall make all reasonable arrangements necessary to take delivery of the Goods on the day notified by the Seller for delivery.
10.2 The Seller undertakes to use its reasonable endeavours to despatch the Goods on an agreed delivery date, but does not guarantee to do so. Time of delivery shall not be of the essence of the contract.
10.3 The Seller shall not be liable to the Buyer for any loss or damage whether arising directly or indirectly from the late delivery or short delivery of the Goods. If short delivery does take place, the Buyer undertakes not to reject the Goods but to accept the Goods delivered as part performance of the contract.
10.4 If the Buyer fails to take delivery of the Goods on the agreed delivery date or, if no specific delivery date has been agreed, when the Goods are ready for despatch, the Seller shall be entitled to store and insure the Goods and to charge the Buyer the reasonable costs of so doing.
- Acceptance of the Goods
11.1 The Buyer shall be deemed to have accepted the Goods 48 hours after delivery to the Buyer.
11.2 The Buyer shall carry out a thorough inspection of the Goods within 24 hours of delivery and shall give written notification to the Seller within 2 working days of delivery of the Goods of any defects which a reasonable examination would have revealed.
11.3 Where the Buyer has accepted, or has been deemed to have accepted, the Goods the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.
- Title and risk
12.1 Risk shall pass on delivery of the Goods to the Buyer’s address.
12.2 Notwithstanding the earlier passing of risk, title in the Goods shall remain with the Seller and shall not pass to the Buyer until the amount due under the invoice for them (including interest and costs) has been paid in full.
12.3 Until title passes the Buyer shall hold the Goods as Bailee for the Seller and shall store or mark them so that they can at all times be identified as the property of the Seller.
12.4 The Seller may at any time before title passes and without any liability to the Buyer:
12.4.1 repossess and dismantle and use or sell all or any of the Goods and by doing so
terminate the Buyer’s right to use, sell or otherwise deal in them; and
12.4.2 For that purpose (or determining what if any Goods are held by the Buyer and
inspecting them) enter any premises of or occupied by the Buyer.
12.5 The Seller may maintain an action for the price of any Goods notwithstanding that title in them has not passed to the Buyer.
- Carriage of Goods
Carriage will be chargeable on all sales. This will be at the rate agreed in the quotation of the goods.
- Supply of Services
14.1 The Seller shall provide the Services to the Buyer.
14.2 The Seller shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
14.3 The Seller shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Seller shall notify the Buyer in any such event.
- Buyer’s obligations
15.1 The Buyer shall:
15.1.1 Ensure that the terms of the Order are complete and accurate;
15.1.2 Co-operate with the Seller in all matters relating to the Services;
15.1.3 Provide the Seller, its employees, agents, consultants and subcontractors, with access to the Buyer’s premises as reasonably required by the Seller to provide the Services;
15.1.4 Provide the Seller with such information and materials as the Seller may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;
15.1.5 Obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; and
15.1.6 keep and maintain all materials, equipment, documents and other property of the Seller (Seller Materials) at the Buyer’s premises in safe custody at its own risk, maintain the Seller Materials in good condition until returned to the Seller, and not dispose of or use the Seller Materials other than in accordance with the Seller’s written instructions or authorisation.
15.2 If the Seller’s performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Buyer or failure by the Buyer to perform any relevant obligation (Buyer Default):
15.2.1 the Seller shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Buyer remedies the Buyer Default, and to rely on the Buyer Default to relieve it from the performance of any of its obligations to the extent the Buyer Default prevents or delays the Seller’s performance of any of its obligations;
15.2.2 the Seller shall not be liable for any costs or losses sustained or incurred by the Buyer arising directly or indirectly from the Seller’s failure or delay to perform any of its obligations as set out in this clause 12.2; and
15.2.3 The Buyer shall reimburse the Seller on written demand for any costs or losses sustained or incurred by the Seller arising directly or indirectly from the Buyer Default
- 16. Intellectual Property Rights
16.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Seller.
16.2 The Buyer acknowledges that, in respect of any third party Intellectual Property Rights in the Services, the Buyer’s use of any such Intellectual Property Rights is conditional on the Seller obtaining a written licence from the relevant licensor on such terms as will entitle the Seller to license such rights to the Buyer.
16.3 All Seller Materials are the exclusive property of the Seller.
- Force Majeure
17.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Seller including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Seller or any other party), failure of a utility service or transport network, act of God, war, terrorism, riot, civil commotion, interference by civil of military authorities, national or international calamity, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, earthquake, epidemic or similar events, or default of suppliers or subcontractors.
17.2 The Seller shall not be liable to the Buyer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
17.3 If the Force Majeure Event prevents the Seller from providing any of the Services and/or Goods for more than 8 weeks, the Seller shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Buyer
18.1.1 Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally or sent by prepaid first-class post or other next working day delivery service, or by commercial courier, fax [or e-mail].
18.1.2 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action
18.2 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
18.3 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
18.4 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
18.5 This Contract contains the entire agreement and understanding of the parties relating to the subject matter of this Contract and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between the parties, whether written or oral.
18.6 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by the Seller.
18.7 Governing law. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
18.8 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).