1. TERMS USED
The “seller” refers to PAC Group (Process Automation & Calibrations Limited).
The “buyer” refers to any legal entity purchasing from the seller.
2. ACCEPTANCE
These Terms and Conditions, together with any conditions expressly incorporated in any quotation or sales proposal, govern any sale of goods or services by the seller. These T&Cs apply to the parties’ entire business relationship, including future contracts.
Acceptance of these T&Cs is unqualified, unconditional, and expressly limited to these T&Cs. Unless expressly stated in writing, the seller does not recognise contrary or divergent T&Cs proposed by the buyer in their quotation, invoice, or during any other communications. Neither the seller’s commencement of works, nor delivery of product, shall be interpreted as acceptance of the buyer’s contrary or divergent T&Cs.
Only written agreements are legally binding. These T&Cs supersede all prior negotiations, solicitations, discussions, understandings, representations, or agreements, either written or oral, between the parties and further, can only be altered, modified, or amended with the express written consent of the seller.
These T&Cs, together with any supplementary quotations, special conditions, or any other documents, including and without limitation: drawings, illustrations, specifications, or diagrams, shall be deemed as the complete and final agreement between the parties. The seller reserves the right to modify these T&Cs at any time.
Any variation, waiver, or cancellation of the buyer’s order shall have no effect unless accepted in writing by the seller. Where the seller accepts cancellation, the seller may levy a handling charge of up to 30% of the price.
3. DELIVERY
Delivery dates and times are the seller’s best estimate and are not guaranteed. The seller will, in good faith, endeavour to deliver by the date agreed upon but it is not responsible for any losses, costs, expenses, or damages – whether direct or indirect, incidental, or consequential in nature – arising out of, or relating to, late delivery. The seller may deliver goods in advance of the quoted delivery date upon giving reasonable notice to the buyer.
Goods shall be delivered to the delivery point/s in accordance with the delivery terms specified by the buyer. The seller will select an approved courier unless the buyer indicates a specific courier prior to quotation. The seller shall be reimbursed for all costs and expenses arising out of inaccurate – or a lack of – delivery instructions, or as a result of any act or omission by the buyer, including and without limitation: storage, insurance, protection, reinspection, and further delivery expenses.
In the event that the seller is prevented from performing any delivery obligations due to unforeseen circumstances, which the seller is not able to avoid, then the time allowed for delivery shall be reasonably extended, unless performance has become impossible. The extension shall include disruptions of, without limitation: business operations, government interference, delivery delay of raw materials and supplies, industrial action, or force majeure.
The seller reserves the right to make delivery instalments. Where the buyer acknowledges an order that provides for delivery in instalments, the seller shall be entitled to charge for each instalment as it is delivered. Failure to deliver any individual instalment shall not entitle the buyer to reject the contract for any remaining instalments.
The seller shall suspend/discontinue delivery of any further goods or services to the buyer if the buyer fails to make payment in a timely manner. Suspended/discontinued delivery shall recommence when the seller receives either payment in full, or adequate assurances that such payment shall be made.
If the buyer intends to export goods purchased under these T&Cs, the buyer will be responsible for obtaining, at its own risk and expense, any export licence or other official authorisation for the exportation of goods, including complying with any relevant legislation or regulations.
4. TITLE AND RISK OF LOSS
The seller shall retain a right, title, and interest in the goods and services purchased until the full purchase price has been paid to the seller, or until all claims arising out of the business relationship have been settled. Unless otherwise expressed in writing, the seller shall retain title to, and possession of, any models, patterns, dies, moulds, jigs, fixtures, tools, and/or test equipment made or obtained for performance under these T&Cs.
The buyer shall service and maintain product that is retained. If, during retention, the buyer defaults or is in breach of any obligations under these T&Cs, the seller shall be entitled to require the buyer to deliver the goods to them, and if they fail to do so, the seller may enter the premises of the buyer, or any third party, where the goods are stored to repossess the goods.
The giving and acceptance of any drafts, notes, and/or trade acceptances to evidence the payments due shall not constitute payment until said drafts, notes, and/or trade acceptances are paid in full.
Risk of loss shall pass to the buyer upon receipt of delivery.
5. PRICES AND PAYMENT TERMS
Prices apply to the specific quantity stated on the quotation. Unless otherwise agreed by the seller, the price does not include any costs or charges relating to transportation, engineering documentation, special testing, marking, or packaging. Any taxes shall be at the buyer’s expense, and will be separately shown in the invoice.
Prices are subject to change. The seller reserves the right, upon written notice to the buyer, to increase the price of goods and services to reflect any increase to cost due to factors beyond the seller’s control, including and without limitation: foreign exchange fluctuation, currency regulations, increase in labour costs, materials, raw materials, energy sources, or alterations of duties, as well as any change in delivery dates, quantity or specification, or due to any delay resulting from the buyer’s instructions, or their failure to provide adequate instructions at the time of purchase.
Unless expressed otherwise, payment is due thirty (30) days from the date of the invoice. In the event that payment is not made when due, a service charge at the ‘statutory interest’ rate (currently 8%) plus the Bank of England base rate will be applied. Application of interest will commence on the day following payment due date, and will accrue on a daily basis until payment is made in full. The levying of interest does not extend the payment due date. In the case of an overdue account, the seller reserves the right to restrict or withhold the supply of further goods and services on credit. In addition, the buyer is liable for any expenses or legal costs incurred in the supplier obtaining payment.
If at any time the seller reasonably believes the buyer’s finances are insecure, or they have the potential to become bankrupt or insolvent, or if the buyer fails to make payments in accordance with these T&Cs, the seller is under no obligation to continue works and may stop goods in transit, suspend or discontinue goods and services, or terminate this agreement as per section 11.
The seller (or any subsidiary, or associated company of the seller), shall be entitled to deduct from, and off-set against, any payments due to the buyer (or any subsidiary, or associated company of the buyer), for any amounts outstanding.
6. PROPERTY AND RISK.
Risk (including insurance responsibility) shall pass to the buyer on collection of the goods by the buyer, or on delivery of the goods by the seller, source, or carrier to the buyer.
Until payment is made, the buyer shall only be a fiduciary owner of the goods, and the buyer agrees to maintain the goods supplied in good order and condition, and to return the goods immediately If called upon to do so by the seller. In the event that the buyer does not make payment in full, the seller (or its agents) may, at any time, take possession of and remove said goods. In addition, the seller may cancel any, or all, contracts with the buyer, and the seller will not be liable to the buyer. All monies owing by the buyer to the seller, on any account whatsoever, shall become immediately due and payable.
7. EVENTS OF DEFAULT
For the purposes of these T&Cs, a buyer’s “event of default” shall be one or more of the following:
• Any default specified in any contract between the buyer and the seller, or the buyer and any third party.
• The buyer becomes insolvent.
• The buyer ceases, or threatens to cease, to carry on its business.
• A Receiver, Liquidator, Official Assignee or Statuary Manager of the buyer’s assets is appointed.
• The buyer convenes a meeting of the buyer’s creditors, or the buyer proposes a scheme of arrangement with the buyer’s creditors, or the buyer suspends payments to the buyer’s creditors generally.
• Any cheque tendered in payment by the buyer, or on behalf of the buyer, for the payment of any debt owing to the seller, is not honoured on presentation.
• Any judgement of any court that is not stayed or satisfied within (7) seven days.
• Change in the effect of control and/or management of the buyer.
• Any default under the terms of any lease for the premises on which any, or all, of the goods are stored.
• Any other event, which in the opinion of the seller, gives rise for concern as to the timely payment of its debts. Notwithstanding the passing of time since the default event, the seller can invoke the provision of this clause at any time.
8. SHORTAGES, DAMAGE, OR LOSS IN TRANSIT
Liability for shortages in the quantity of goods delivered is limited to making up the shortages. No claim for shortages in quantity will be allowed, unless the customer gives notification of the shortages in writing, within 7 days of the delivery, and provides a reasonable opportunity for the seller to investigate the claim.
Goods leaving the seller’s premises are adequately packed. Claims for damage, or loss in transit, must be made against the carrier in the prescribed manner. Prior to acknowledging delivery to the carrier, the buyer must ensure that the complete consignment, as per the carrier’s note, has been received. Should there be a shortage, or visible damage to outer packaging, the carrier’s note must be endorsed accordingly. Within 7 days of receipt of consignment, the buyer must ensure that all goods received are in good order and condition. No claims will be considered after 7 days of receipt of goods. While no liability for goods damaged or lost in transit will be accepted by the seller, details of any claim should be advised to the seller.
9. RETURN OF GOODS FOR CREDIT
Goods supplied ex-stock in accordance with the buyer’s order can only be returned with the express approval of the seller. Requests to return goods must be submitted in writing within 10 days from the date of supply. Where goods are accepted for credit, they must be delivered at the buyer’s expense into the seller’s store from where they were purchased, in original condition and packaging. The original invoice number must be quoted. The seller reserves the right to levy a re-stocking fee against any returns they may agree to accept. Such fees may be up to 50% and levied at the seller’s absolute discretion. Goods specifically imported, procured, or manufactured on behalf of the buyer cannot be returned except by prior written approval from the seller, and then only on such T&Cs as the seller may agree.
10. SELLER’S LIABILITY AND MAINTENANCE GUARANTEE
The buyer shall ensure that the goods ordered are fit and suitable for the purpose for which they are required, and the seller is under no liability if they are not. In the case of goods (not of the seller’s own manufacture), the buyer is entitled only to such benefits that the seller may receive under any guarantee given to the seller by the manufacturers. The seller shall not be liable for consequential or special damages under any circumstances whatsoever. In lieu of any warranty, condition, or liability by law, the seller’s liability in respect of any defect or failure of the goods supplied, or for any loss, injury or damage attributable, is limited to making good the replacement or repair of defects arising under normal and proper use, and maintenance, arising solely from faulty design, materials, or workmanship, within the guarantee period, if stated, or within 12 months of the date of supply, provided that such defective parts are promptly returned to the seller, unless otherwise arranged. At the termination of the appropriate period all liability on the seller’s part ceases. This warranty does not cover damage from misuse, accident, neglect, or improper operation, maintenance, installation, modification, or adjustment. The seller’s liability under this contract, and the warranty in this clause, is confined to the buyer named in the contract. The seller has no liability to any purchaser of the goods from the buyer in that the buyer’s rights under this contract are not assignable without the prior written consent of the seller.
11. ERRORS OR OMISSIONS
Clerical errors or omissions, whether in computation or otherwise, in any quotation, acknowledgement, or invoice, shall be subject to correction.
12. DESCRIPTIONS OF PRODUCTS.
Modifications and improvements to the seller’s products are constantly being made. Descriptions, illustrations, and prices are therefore not binding on the seller.
13. DISPUTES
In the event that any part of an invoice is disputed, the amount not under question shall be paid promptly, according to applicable payment terms. Any claim or dispute arising hereunder shall be subject to arbitration.
14. PROFESSIONAL INDEMNITY AND DUE DILLIGENCE
The seller shall not be liable for any claim arising out of the performance, non-performance, delay in delivery of, or defect in, the goods or services, nor for any special, indirect, economic, or consequential loss or damage howsoever arising, or howsoever caused (including loss of profit or loss of revenue), whether from negligence, or otherwise, in connection with the supply, functioning, or use of the goods. Any liability of the seller shall, in any event, be limited to the services paid for by the buyer, in the year in which the event of default arises.
15. FORCE MAJEURE
The seller shall not be liable to the buyer for any loss or damage, directly or indirectly arising out of, or in connection with, any delay in delivery of the goods, or failure to perform any term of this contract, where such a delay or failure is caused directly or indirectly by an Act of God, fire, armed conflict, labour dispute, civil commotion, intervention of a Government, inability to obtain labour, materials, or facilities, accidents, interruptions of or delay in transportation, or any other cause beyond the seller’s control.
16. COMPLIANCE
The buyer shall be solely responsible for obtaining any necessary permits, under and for compliance with all legislation, regulations, byelaws, or rules, having the force of law in connection with the installation and operation of the goods.
17. PROPER LAW
The contract and these conditions of sale shall he governed by the capital laws of Northern Ireland, and the Northern Irish courts shall have exclusive jurisdiction in connection herewith. For further information regarding PAC Group’s response to products and/or goods legally “abandoned “on our sites – please see our Abandoned Goods Policy.
Revised January 2020
