Terms & Conditions
1.1 “PACT SERVICES LIMITED” shall mean PACT SERVICES LIMITED.
1.2 “Buyer” means the person, firm or company whose order is accepted by PACT SERVICES LIMITED.
1.3 “Goods” means all those goods, materials, equipment and services specified on the order form and which are
to be supplied to the Buyer by PACT SERVICES LIMITED under these Conditions of Sale.
1.4 “Contract” means the contract for the purchase and sale of the Goods.
1.5 Any reference in these conditions to any statute or provision of a statute shall be construed as a reference
to that statute or provision of a statute as amended, reenacted or extended at the relevant time.
1.6 The headings in these conditions are for convenience only and shall not affect their interpretation.
2 BASIS FOR SALE
2.1 All Goods sold by PACT SERVICES LIMITED are sold subject to these conditions and which shall be the sole terms and
conditions of any sale.
2.2 No amendment, variation or addition to the Contract shall be binding unless accepted in writing by PACT SERVICES LIMITED.
2.3 PACT SERVICES LIMITED’s employees or agents are not authorised to make any representations concerning the Goods unless
confirmed by PACT SERVICES LIMITED in writing.
3 ORDERS AND SPECIFICATIONS
3.1 PACT SERVICES LIMITED reserves the right to make any changes in the design or specification of the Goods, at any time without notice, which are required to conform with any applicable safety or other statutory requirements or, where the Goods have to be supplied to PACT SERVICES LIMITED’s specification, which do not materially affect the quality of performance.
3.2 No order which has been accepted by PACT SERVICES LIMITED may be cancelled by the Buyer except with the agreement in writing of PACT SERVICES LIMITED and on terms that the Buyer shall indemnify PACT SERVICES LIMITED in full against all loss including the cost of all labour and materials used, damages, charges and expenses incurred by PACT SERVICES LIMITED as a result of cancellation.
3.3 Orders are accepted by PACT SERVICES LIMITED subject to the availability of Goods for delivery.
3.4 All drawings, photographs, illustrations, performance data, dimensions, weights and other technical information and particulars of the Goods are given by PACT SERVICES LIMITED in the belief that they are as accurate as reasonably possible but are not to be treated as binding or forming part of the Contract.
4.1 Unless otherwise agreed in writing by PACT SERVICES LIMITED, the price of the Goods shall be PACT SERVICES LIMITED’s quoted price or, where no price has been quoted, the price listed in the published price list current at the date of delivery.
4.2 PACT SERVICES LIMITED reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to PACT SERVICES LIMITED which is due to any change(s) of delivery date, quantity or specification of the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer, or failure of the Buyer to give PACT SERVICES LIMITED adequate information or instructions.
4.3 Unless otherwise agreed in writing, all prices are given by PACT SERVICES LIMITED on an ex works basis and, where PACT SERVICES LIMITED agrees to deliver the Goods otherwise than at PACT SERVICES LIMITED’s premises, the Buyer shall be liable to pay all charges for the transport, packaging and insurance.
4.4 Unless otherwise agreed in writing, PACT SERVICES LIMITED shall package the Goods as PACT SERVICES LIMITED in its discretion considers appropriate in the light of the nature of the Goods and the method of transportation. Any special packaging will be at the Buyer’s expense.
4.5 The price shall be exclusive of applicable Value Added Tax and all other taxes and duties in respect of the Goods, all of which shall be payable by the Buyer. For export orders placed by UK companies, the Buyer shall confirm that they are recognised by HM Customs and Excise as an Export House and, for the purposes of this transaction, shall undertake to supply the necessary evidence of shipment set out in C & E Notice No. 703 within 60 days of delivery from PACT SERVICES LIMITED’s site.
4.6 In relation to any order accepted by PACT SERVICES LIMITED there shall be a minimum order value of £35, exclusive of Value
Added Tax and delivery costs.
5.1 UK Orders – Unless otherwise agreed in writing and subject to satisfactory credit references payment by the
Buyer shall be made within 30 days of the date of the invoice.
5.2 Export Orders – Unless otherwise agreed, nett cash in British Pounds Sterling against shipping documents in
London by means of a Confirmed Irrevocable Bankers Commercial Credit established in favour of PACT SERVICES LIMITED,
advised through and confirmed by a UK Bank preferably ????? Bank plc. Partial shipments from the UK or other European ports to be permitted. The Credit to be opened at the time the order is placed and to be valid for a period of 10 weeks in excess of the longest delivery time quoted to provide sufficient time for shipping documentation and other
formalities etc. Manufacture shall not commence until an acceptable Letter of Credit has been received by PACT SERVICES LIMITED.All Bank Charges incurred are to your account, unless agreed otherwise. Our Reference must be clearly stated on the Letter of Credit. If we are unable to deliver on board a vessel by reason of your instruction or lack of instruction we may store the delayed goods in a warehouse and in such event payment under the Letter of Credit shall be made against presentation of a warehouse receipt in lieu of a Bill of Landing.
5.3 The time of payment shall be of the essence of the Contract.
5.4 If payment is not made when due, PACT SERVICES LIMITED may, without prejudice to any other rights, charge interest at an annual rate of 3% above the current rate of ????? Bank to be calculated on a day to day basis on the balance
outstanding from its due date until payment is made in full.
5.5 The Buyer shall not purport to set off or withhold any payments claimed or due to PACT SERVICES LIMITED under this Contract
or any other contract.
6.1 Any dates stated for despatch or delivery of the Goods are given in good faith but are approximate only and
PACT SERVICES LIMITED accepts no liability for loss or damage either direct, indirect or consequential, resulting from such delay or failure to deliver the Goods for any reason whatsoever.
6.2 Any delay in delivering the Goods shall not give rise to a right by the Buyer to treat the Contract as repudiated or to reject the Goods.
6.3 If the Buyer refuses or fails to take delivery of the Goods at the time agreed between the Buyer and PACT SERVICES LIMITED then delivery of the Goods shall be effected forthwith at PACT SERVICES LIMITED’s premises and PACT SERVICES LIMITED shall be entitled, at its discretion, to store the Goods at the risk of the Buyer. The Buyer shall in addition pay all costs and expenses of such storage and any additional costs of carriage incurred.
6.4 Where PACT SERVICES LIMITED agrees to deliver the Goods at a place other than PACT SERVICES LIMITED’s premises the Buyer shall notify
PACT SERVICES LIMITED in writing within 5 days of any shortages or any damage in transit. PACT SERVICES LIMITED will not consider any claims made by the Buyer in respect of shortages or damage in transit unless this condition is observed.
7 IMPORT/EXPORT LICENCES
7.1 The Contract shall be subject to the procurement by the Buyer at the Buyer’s expense of any import licence required for the import of the goods into the country to which the goods are to be despatched from the United Kingdom, and to the procurement by PACT SERVICES LIMITED at PACT SERVICES LIMITED’s own expense of any export licence required for the export of goods from the United Kingdom provided that where the order is placed from an address in the United Kingdom the Buyer will be responsible for the procurement at the Buyer’s expense of such export licence.
8 CERTIFICATES OF CONFORMITY
8.1 Certificates of Conformity are provided for all finished products. Any additional certificates will be supplied as requested at an extra cost per item.
9 DAMAGED GOODS
9.1 If PACT SERVICES LIMITED is satisfied that any damage to the Goods occurred prior to delivery, PACT SERVICES LIMITED shall at its option:
9.1.1 Repair or replace any Goods or part of the Goods so damaged; or
9.1.2 Allow to the Buyer credit in respect thereof in such amount as may be fixed by PACT SERVICES LIMITED in its discretion.
9.1.3 PACT SERVICES LIMITED’s liability shall be limited to repairing, replacing or allowing credit as in clauses 9.1.1 and 9.1.2 above.
9.2 For Goods damaged in transit, PACT SERVICES LIMITED will repair or replace Goods free of charge provided the carriers and
PACT SERVICES LIMITED receive written notification of such damage within 5 days of delivery in the United Kingdom or within
28 days of arrival in another country, and provided that the damage is established to PACT SERVICES LIMITED’s reasonable satisfaction.
10 RISK AND TITLE
10.1 The risk of loss and damage to the Goods shall pass to the Buyer immediately upon delivery.
10.2 Until PACT SERVICES LIMITED has been paid in full for the Goods supplied to the Buyer:
10.2.1 Not with standing delivery and the passing of risk, PACT SERVICES LIMITED shall retain legal and beneficial title to the Goods supplied which the Buyer shall hold as bailee and fiduciary for PACT SERVICES LIMITED;
10.2.2 The Buyer shall store and maintain records of the Goods in such a way that they are clearly identifiable as PACT SERVICES LIMITED’s property;
10.2.3 The Buyer shall keep the Goods separate from those of the Buyer and third parties and shall keep the Goods properly stored, protected and insured;
10.2.4 The Buyer may resell the Goods to a third party, although as between the Buyer and PACT SERVICES LIMITED the Buyer will act as PACT SERVICES LIMITED’s agent when subselling;
10.2.5 PACT SERVICES LIMITED shall be entitled to trace the proceeds of any sale of Goods owned by PACT SERVICES LIMITED and any insurance proceeds received in respect of Goods owned by PACT SERVICES LIMITED. Such proceeds shall be held by the Buyer on trust for PACT SERVICES LIMITED;
10.2.6 PACT SERVICES LIMITED shall have the right, without prejudice to any other remedies, to enter, without prior notice, any premises, and to repossess and dispose of any Goods owned by it.
10.3 If the Buyer enters into, or does anything to enter into, an agreement with its creditors, liquidation, receivership, administrative receivership or administration, it must give immediate written notice to PACT SERVICES LIMITED and surrender possession of the Goods to PACT SERVICES LIMITED.
10.4 Nothing in this clause shall prevent PACT SERVICES LIMITED from suing for the price when due.
10.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of PACT SERVICES LIMITED, but if the Buyer does so all monies owing by the Buyer to PACT SERVICES LIMITED shall without prejudice to any other right or remedy of PACT SERVICES LIMITED forthwith become due and payable.
11 WARRANTIES & LIABILITIES
11.1 PACT SERVICES LIMITED warrants that, the Goods will correspond with their specification at the time of delivery and will be free from defects in material or workmanship under normal use and service for 12 months from the date of dispatch or 3 months from the date of despatch in the case of repair orders, and PACT SERVICES LIMITED will at its option refund the purchase price or repair or replace any Goods which it determines to contain defective materials or workmanship, provided:
11.1.1 The defect was notified to PACT SERVICES LIMITED within a reasonable time after discovery of the defect or failure;
11.1.2 The defects are not caused by fair wear and tear, neglect, misuse or improper adjustment;
11.1.3 The Buyer has used the Goods strictly in accordance with any instructions or recommendations of PACT SERVICES LIMITED or any tolerances, capacity limits or other specifications of the Goods laid down by PACT SERVICES LIMITED whether orally or in writing;
11.1.4 Any defect in the Goods does not arise from any drawing, design or specification applied by the Buyer;
11.1.5 The total price for the Goods has been paid by the due date for payment; and
11.1.6 The Buyer has allowed PACT SERVICES LIMITED reasonable opportunity to inspect the Goods and such inspection confirms that the Goods are defective;
11.1.7 The Goods are returned, transportation paid to PACT SERVICES LIMITED or its Agents;
11.1.8 Any service engineer’s travelling and reasonable out of pocket expenses (accommodation, meals etc) are
reimbursed at cost;
11.1.9 PACT SERVICES LIMITED will not be obliged, however, to repair or replace equipment which has been repaired by others, abused, improperly installed or otherwise misused or damaged in any way and will not be responsible for any dismantling,
re-assembly or re-installation charges.
11.2 In no circumstances shall PACT SERVICES LIMITED’s liability to the Buyer for any breach of this clause exceed the price paid for the Goods with respect to which the claim is made.
11.3 Except as expressly provided for in these conditions, all warranties and conditions express, implied, statutory or otherwise as to quality or fitness of any of the Goods for any particular purposes or of any other kind except as to title are hereby excluded.
11.4 Except in respect of death or personal injury caused by PACT SERVICES LIMITED’s negligence, PACT SERVICES LIMITED shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of PACT SERVICES LIMITED, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, except as expressly provided in these conditions.
11.5 PACT SERVICES LIMITED shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of PACT SERVICES LIMITED’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond PACT SERVICES LIMITED’s reasonable control, including any strikes, lock-outs or other industrial action or trade disputes (whether involving employees of PACT SERVICES LIMITED or of the third party).
11.6 No warranty is given on batteries and other consumables.
12 HEALTH AND SAFETY
12.1 Products manufactured and supplied by PACT SERVICES LIMITED pursuant to the order are designed in accordance with PACT SERVICES LIMITED’s current quality control systems and to comply with the relevant specification if any. The products must be handled and installed in accordance with, and for the purpose detailed in, the instruction manual or other literature supplied with the products.
13.1 PACT SERVICES LIMITED products are carefully inspected and submitted to our standard tests at our Works before despatch. If special tests are required by the Buyer’s enquiry the cost of these will be included in our quotation. Any test additional to those specified shall be charged as an extra. Where tests in the presence of the Buyer or his representative are required, in the event of any delay on the part of the Buyer in attending such tests after seven days notice that we are ready to carry out such tests, the tests will proceed in the Buyer’s absence and shall be deemed to have been made in the Buyer’s presence.
14.1 The Buyer shall indemnify PACT SERVICES LIMITED from and against all costs, claims, damages, expenses and losses (including loss of profits) whether direct, indirect, special, consequential or otherwise arising out of or in any way connected with the use by PACT SERVICES LIMITED of the Buyer’s specifications or any failure of the Buyer to comply with
its obligations under the Contract in all respects or any improper use of the Goods by the Buyer.
15.1 All technical data, drawings, reports, documents and information whatsoever which PACT SERVICES LIMITED submits to the Buyer in connection with the Contract (and the copyright therein), shall remain the property of PACT SERVICES LIMITED and must
not be copied or shown to any third party without PACT SERVICES LIMITED’s express consent being obtained in advance and in any event upon the condition of a similar condition being imposed upon any third party.
16 PATENT RIGHTS
16.1 So far as PACT SERVICES LIMITED is aware, the Goods do not infringe any existing patent or designs or any other industrial or intellectual property rights but no warranty express or implied is given in respect of such infringement.
However, in the event of any claim being made or action being brought against the Buyer in respect of any infringement of patents or designs or other industrial or intellectual property rights by the use or sale of the Goods the Buyer shall notify PACT SERVICES LIMITED immediately and PACT SERVICES LIMITED may at its own expense conduct through its own lawyers and experts all negotiations in settlement of the same or any litigation that may arise there from.
17.1 PACT SERVICES LIMITED shall, without prejudice to any other right or remedy available to PACT SERVICES LIMITED, and by giving notice in writing to the Buyer, be entitled to suspend or cancel any uncompleted part of the Contract or any other contract with the Buyer or stop any Goods in transit or require any payment in advance or satisfactory security for further deliveries under the Contract in the event that:
17.1.1 The Buyer defaults in any payment or is otherwise in breach of its obligations to PACT SERVICES LIMITED under the Contract or under any other contract with PACT SERVICES LIMITED; or
17.1.2 The Buyer makes a voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation; or
17.1.3 As encumbrancer takes possession or a receiver is appointed of any of the property or assets of the Buyer; or
17.1.4 The Buyer ceases, or threatens to cease, to carry on business, or
17.1.5 PACT SERVICES LIMITED has reasonable cause to believe that any of these events is likely to occur and notifies the Buyer accordingly.
18.1 PACT SERVICES LIMITED reserves the right to charge a minimum of 50% of the Contract value if the Buyer wishes to cancel the Contract.
19.1 The Buyer shall not assign or transfer or purport to assign or transfer the Contract or the benefit of it to any other person without the written consent of PACT SERVICES LIMITED.
20.1 PACT SERVICES LIMITED shall be entitled to arrange for its obligations under these conditions to be performed by a representative.
21.1 The failure of PACT SERVICES LIMITED to insist upon strict performance of any of the terms and conditions of the Contract shall not be construed as a waiver of any such terms or conditions and shall in no way affect PACT SERVICES LIMITED’s right to enforce such provision later.
22.1 If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these conditions and the remainder of the provisions in question shall not be affected thereby.
23 GOVERNING LAW
23.1 The construction, validity and performance of the Contract shall be governed by English law and the parties shall accept the jurisdiction of the English courts.