Terms & Conditions of Sale
1. INTERPRETATION
1.1. In these Conditions;
The “Company” refers to Packrobat Automation Ltd, Future Business Centre, Kings Hedges Road, Cambridge, CB4 2HY (UK)
“Goods and / or Services’ means Goods or Services which the Company is to supply in accordance with these Terms and Conditions.
The “Buyer” means the person who accepts the quotation of the Company for the sale of the Goods or whose order for the Goods is accepted by the Company.
‘Terms’ and / or “Conditions” means the standard Terms and Conditions of Sale set out in this document and (unless the context otherwise requires) includes any special Terms and Conditions agreed in Writing between the Buyer and the Company.
“Contract” means the Contract for the purpose and sale of the Goods.
“Writing” or “Written” means any means of communication, electronic, Written or otherwise.
1.2. Any reference in these Conditions to any provision or statue shall be construed as a reference to that provision as amended re-enacted or extended at the relevant time.
1.3. The headings in these Conditions are for convenience only and shall not affect any interpretation.
2. SALE
2.1. The Company shall sell and the Buyer shall purchase the Goods in accordance with any Written quotation of the Company which is accepted by the Buyer, or any Written order of the Buyer which is accepted by the Company subject to these Conditions which shall govern the Contract to exclusion of any other Conditions subject to which any quotation is accepted or purported to be accepted or any such order is made or purported to be made by the Buyer.
2.2. No variation to these Conditions shall be binding unless agreed in Writing between authorised representatives of the Buyer and the Company, which in the case of the Company means a Director of the Company.
2.3. The Company’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Company in Writing. In entering the Contract, the Buyer acknowledges that it does not rely on and waives any claim of breach of any such representations which are not so confirmed.
2.4. Any typographical clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other documents or information issued by the Company shall be subject to correction without liability on the part of the Company.
3. ORDER AND SPECIFICATIONS
3.1. No order submitted by the Buyer shall be deemed accepted by the Company, unless confirmed in Writing by a Company’s representative.
3.2. The Buyer shall be responsible to the Company for ensuring the accuracy of the Terms of the order including any applicable specifications submitted by the Buyer and for giving the Company the necessary information relating to the Goods within a sufficient time to enable the Company to perform a Contract in accordance with these Terms.
3.3. If the Goods are to be manufactured or any process is to be applied to the Goods by the Company in accordance with the specifications submitted by the Buyer, the Buyer shall indemnify the Company against all loss, damages, costs and expenses awarded against or incurred by the Company in connection with or paid by the Company in settlement of any claim for infringement of any patent, copyright, design, trademark or other industrial intellectual property rights of any other person which results from the Company’s use of the Buyers specification.
3.4. The Company reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or where the Goods are to be supplied to the Company’s specification which should not materially affect their quality or performance.
3.5. No order which has been accepted by the Company may be cancelled by the Buyer except with the agreement in Writing of the Company and on the Terms that the Buyer shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company because of cancellation. Any payments made by the Buyer prior to the cancellation are non-refundable.
4. PRICE
4.1. The price of Goods shall be the Company’s quoted price or where no price has been disclosed (or a quoted price is no longer valid) the price listed in the Company’s published price list current at the date of acceptance of the order. All prices quoted are valid for thirty days only unless otherwise stated in a Written quotation or until earlier acceptance by the Buyer, after which time they may be altered by the Company without giving notice to the Buyer.
4.2. Except otherwise stated under the Terms of any quotation or any price list of the Company and unless otherwise agreed in Writing between the Buyer and the Company, all prices offered by the Company are ex-works and where the Company agrees to ship the Goods otherwise than at the Company’s premises the Buyer shall be liable to pay the Company’s charges for transport, packaging and insurance.
4.3. Minimum order value, per order, excluding shipping costs, fees, duties is £100 sterling, or equivalent to if using an alternative currency.
4.4. The price is exclusive of any Value Added Tax which the Buyer shall additionally be liable to pay to the Company and where applicable any other duties, fees or tariffs connected with the shipping of Goods (for example, import duties, fuel surcharges).
5. TERMS OF PAYMENT
5.1. At the option of the Company (specified in the final quotation) the Buyer shall either;
5.1.1 pay the price of the Goods within 30 days of the date of the Company’s invoice which the Company shall be entitled to submit to the Buyer on or after shipping of the Goods (or completion of services) any payment of such invoice shall take place notwithstanding that the shipment may not have taken place and that the Goods have not passed to the Buyer, or for split payment Contracts;
5.1.2 the Buyer shall pay the price of the Goods in stage payments; non-refundable down payment to confirm order by the Buyer, subsequent stage payments due per the Terms set out in the final quotation and / or sales contract and prior to despatch, final stage payment due upon successful commissioning or no later than 30 days from the date of shipping (whichever comes first).
5.2. The time for payment of the price shall be of the essence of the Contract.
5.3. Receipts for payment will be issued only upon request.
5.4. If the Buyer fails to make any payment on the due date then without prejudice to any other right or remedy available to the Company, the Company shall be entitled to charge the Buyer interest (both before and after any judgment) on the amount unpaid at the rate of two (2) percent per annum above the Lloyds Bank PLC advertised base rate from time to time, until payment in full is made (note, part of a month will be treated as a full month for the purpose of calculating interest).
5.5. If the Buyer requests a delay in the shipping date, the Company may agree on the Condition that the stage payments are made by the dates according to the original shipment date agreed at the time of order.
6. DESPATCH
6.1. Shipping of the Goods shall be made by the Buyer collecting the Goods from the Company’s premises at any time after the Company has notified Buyer that the Goods are ready for collection or by the Company shipping the Goods to the Buyer’s premises either as part of the Contract or by separate Contract.
6.2. Any dates quoted for shipment of the Goods are approximate and the Company shall not be liable for any delay howsoever caused. Time for shipment shall not be of the essence unless previously agreed by the Company in Writing.
6.3. If the Company is contracted to ship the Goods and fails to deliver them for any reason other than any cause beyond the Company’s reasonable control or the Buyer’s fault, and the Company is accordingly liable to the Buyer, the Company’s liability shall be limited to the excess (if any) of the costs to the Buyer in the cheapest available market of similar Goods to replace those not delivered over the price of the Goods.
6.4. If the Buyer fails to take delivery of the Goods or fails to give the Company adequate shipping instructions at the time stated for delivery (otherwise and by reason of any cause beyond the Buyer’s reasonable control or by reason of the Company’s fault) then without prejudice to any other right or remedy to the Company the Company may;
6.4.1 store the Goods until actual shipment and charge the Buyer for reasonable cost (including insurance) of storage or;
6.4.2 sell the Goods at the best price readily obtainable and after deducting all reasonable storage and selling expenses account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.
7. RISK AND PROPERTY
7.1. Risk or damage to or loss of the Goods shall pass to the Buyer;
7.1.1 in the case of Goods to be delivered otherwise than at the Buyers premises or if the Buyer wrongfully fails to take delivery of the Goods at the time when the Company has tendered delivery of the Goods.
7.2. Notwithstanding shipment and of passing of risk in the Goods or any other provision of these Conditions the property and the Goods shall not pass to the Buyer until the Company has received full payment (cleared funds) of the price of the Goods and all other related items agreed to be sold by the Company to the Buyer which payment is then due. To avoid any uncertainty, ownership of Goods only passes to the Buyer when 100% payment has been received.
7.3. Until such time as property and the Goods passes to the Buyer, the Buyer shall hold the Goods as the Company’s fiduciary, agents and bailiff and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Company’s property. Until that time the Buyer shall be entitled to resell or use the Goods in ordinary course of its business, but shall account to the Company for the proceeds of sale or otherwise of the Goods whether tangible or intangible including insurance proceeds and shall keep all such proceeds separate from any monies or property of the Buyer and third parties and in the case of tangible proceeds properly stored and protected and insured.
7.4. Until property and the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold) the Company shall be entitled at any time to require the Buyer to ship the Goods to the Company and if the Buyer fails to do so forthwith to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
8. WARRANTIES AND LIABILITIES
8.1. Subject to the Conditions set out below, the Company warrants that Goods will correspond to best specification at time of delivery and be free from defects in material (parts) and original workmanship (i.e. fractures in welding) for a period of 12 months from the date of shipping on new equipment and for a period of 6 months from the date of shipping on used / refurbished equipment, unless otherwise stated in the final quotation. All warranty support is offered during the Company’s advertised normal working hours.
8.2 The above warranty is given by the Company subject to compliance with the following Conditions;
8.3 The Company shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer;
8.3.1 the Company shall be under no liability in respect of labour, except for that required to rectify poor ‘original workmanship’ including that to fit warranted replacement parts.
8.3.2 the Company will request the Buyer to have any defective parts returned to the Company within reasonable time for inspection and confirmation that the claim is valid, and if so, replaced free of charge under the Warranty implied.
8.3.3 the Company shall be under no liability in respect of parts deemed to be consumable (these can be identified upon request).
8.4 The Company shall be under no liability in respect of any defect arising from fair wear and tear, willful damage, negligence, abnormal working practices, exceeding fair use or environmental, failure to follow the Company’s instructions or recommendations (whether oral or in Writing), misuse or alteration of, or repair of the Goods without the Company’s approval in Writing;
8.4.1 faults arising from equipment not being installed by Company approved personnel.
8.4.2 faults arising from untrained personnel.
8.4.3 use of packaging materials that do not comply with Company expectations (out of specification).
8.4.4 use of parts not supplied or approved by the Company.
8.4.5 failure due to supplied services (electrical power, compressed air, data, software etc.).
8.4.6 lack of access to equipment in reasonable time to coincide with periodic maintenance, servicing, breakdown or fault rectification.
8.4.7 the Company expects the Buyer to undertake a suitable program of preventative maintenance ‘Service’ with the Company within the first 50% of the warranty period given.
8.4.8 all warranty implied or given is based upon single shift usage (40 operational hours per week)
8.5 The Company shall be under no liability to the above warranty if total price for the Goods has not been paid in full by the date due.
8.6. Subject as expressly provided in these Conditions and except where Goods are sold to a person dealing as a consumer, all warranties, Conditions or other terms applied by statute or common law are excluded to the fullest extent permitted by law. Where Goods are sold under a consumer contraction, statutory rights of the Buyer are not affected by these Conditions.
8.7 Except in respect of death or personal injury caused by the Company’s negligence, the Company shall not be liable to the Buyer by reason of any representation or implied warranty, condition or other terms or any duty at common law or under the express terms of the Contract for any consequential loss or damage whether for loss or profit or otherwise, costs, expenses or other claims for consequential compensation whatsoever which arise relating to the supply of the Goods and their use by the Buyer except as expressly provided in these Conditions.
8.8. The Company shall not be liable to the Buyer or be deemed to be in breach of Contract by reason of any delay in performing or any failure to perform any of the Company’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Company’s reasonable control and inter alia without prejudice to the generality of the foregoing strikes, lockouts or other industrial acts or trade disputes, whether involving employees of the Company or a third party shall be regarded as causes beyond the Company’s reasonable control.
9. INSOLVENCY OF THE BUYER
9.1. The clause applies if:
9.1.1.the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or being a company that goes into liquidation but other than for the purpose of amalgamation or reconstruction; or
9.1.2. an encumbrancer takes possession of or a receiver is appointed of any property or asses of the Buyer: or
9.1.3. the Buyer ceases or threatens to cease to carry on business: or
9.1.4. the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
9.2. If this Clause applies then without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the Contract or suspend delivery under the Contract without any liability to the Buyer and if the Goods have been delivered but not paid for, the price shall immediately become due and payable notwithstanding any previous agreement or arrangement to the contrary.
10. RESPONSIBILITY OF THE BUYER
10.1 Where applicable, a Factory Acceptance Test (FAT) or pre-delivery inspection or any other agreed alternative method of authorisation will be offered to the Buyer prior to shipping. A FAT document will be presented for signing to confirm that the Goods meet specification and can be prepared for shipping.
10.2 To notify the Company in advance of an installation all requirements for ‘method statements’, ‘risk assessments’ proof of insurance and site inductions.
10.3 Installation, commissioning and training will be given an allocated timeframe based upon we are able to proceed uninhibited under normal working practices. Any delays caused solely by the Buyer or factors out of our control or responsibility (i.e. lack of access, site services, personnel, test products, materials etc.) may be subject to excess charges being invoiced to the Buyer separately to the Contract.
10.4 The Company is not responsible for the following disciplines, which are left solely in the care of the Buyer;
10.4.1 insuring equipment from the time of immediate arrival on the Buyers premises.
10.4.2 offloading and approximate positioning of Goods in the area of installation or storage.
10.4.3 providing qualified operatives and equipment; FLT’s, hoists, lifting gear, other plant required to safely locate hardware inside premises.
10.4.4 providing motorized and / or static access equipment.
10.4.5 installation area to be clean and prepared ready for work (risk assessments may be carried out).
10.4.6 site services; electrical, compressed air and data cabling to be available \, in place and ready for connection (third party contractor to carry out physical connections). The Company will provide a full list of requirements and specifications in advance.
10.5 A Site Acceptance Test (SAT) will be conducted post installation, commissioning and training. An SAT document will be presented to the Buyer for signing to confirm that Goods have met specification and operate correctly. A signed document deems the Goods to have been fully accepted. In the case of the Buyer not offering a signatory for whatever reason, the Goods may still be deemed as delivered, installed and accepted and in such cases cannot have any prejudice in the payment terms or delay in settling any outstanding or due invoices.
11, GENERAL
11.1. Any notice required or permitted to be given by either party to the other, under the Conditions shall be in Writing, addressed to the other party at its registered office or principle place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving notice.
11.2. No waiver by the Company of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
11.3. 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.
11.4. The Contract shall be governed by the Laws of England and Wales and subject to jurisdiction of the English Courts.