1. Definitions
- 1.1 The Company means PBT International Ltd. Xinia is a trading division of PBT International Ltd.
- 1.2 The Buyer means the company, group or entity placing one or more orders with the Company.
- 1.3 The Goods means goods to be supplied by the Company to the Buyer.
- 1.4 The Order means any order for goods or any service placed by the Buyer with the Company.
- 1.5 Separate Warranty means any written warranty issued by the Company to the Buyer to supplement or override as stated in any such warranty any warranty terms included in these Conditions of Sale.
2.General
These Conditions of Sale represent the entire agreement between the Company and the Buyer unless specifically modified or superseded in writing by a duly authorised representative of the Company and shall prevail over any Terms & Conditions contained in any Order made by the Buyer or in any document or verbal representation made by the Buyer which is purported to have a contractual meaning. The Buyer will be deemed to have accepted these Conditions of Sale if any of the following events occur:-
- a) The Buyer places an Order having previously been supplied with a copy of these Conditions of Sale.
- b) The Company sends and the Buyer receives an order acknowledgement on delivery from the Company which includes these Conditions of Sale.
3.Quotations
Any quotation, including any quotation included in a tender document, shall be valid for 30 days only from the date thereof unless the term is specifically extended by a duly authorised representative of the Company in writing.
4.Orders
No order shall be binding on the Company unless accepted by the Company in writing within 2 working days of receipt of the order. When an order has been received and accepted by the Company cancellation will only be accepted at the Company’s discretion. The Company reserves the right to charge for all materials or products made or purchased and work carried out, up to the date of acceptance of cancellation.
5.Despatch or Delivery
- 5.1 Any despatch date or delivery date given by the Company is an estimate and the Company will not be liable for any loss or damage arising directly or indirectly from any delay in despatch or delivery.
- 5.2 Should despatch, shipment or delivery of the goods or any part thereof be delayed, prevented or prohibited for any cause whatsoever beyond the Company’s control, then, at the Company’s option either the contract or any unfulfilled part thereof shall be cancelled or, alternatively, the time for the delivery shall be extended until a reasonable time after the operation of any such cause shall have ceased. In either event the Company shall be under no liability to the Customer for any loss or damage that may have occurred in consequence of such cancellation or extension of delivery date.
- 5.3 The Company has a Minimum Order Value and all or part of delivery costs may be charged for any orders placed with the Company which are below this value. Where the Buyer requests express or overnight carriage, any costs over and above the normal delivery costs will be charged to the Buyer.
- 5.4 The goods will be deemed to be delivered and risk will be deemed to be passed to the Buyer upon delivery to the Buyer’s premises or nominated location or to agents, persons or carriers as specified on the order.
6.Exact Quantities Ordered
The Company will always endeavour to deliver the exact quantity ordered but the Buyer shall not be entitled to reject any Order delivered which is less than or more than 10% of the amount or quantity ordered.
7.Storage
The Buyer agrees to store Goods under any specific conditions recommended by the Company which will not be liable for any failure of Goods stored contrary to such recommendations.
8.Return of Goods
No return of Goods may be made without prior written approval of the Company. Such approval, if given, will include an official returns number and specific returns instructions for such return to be valid.
9.Price Changes and Payments
- 9.1 The prices quoted are the Company’s current rates. While every effort will be made to adhere to them orders are only accepted on the understanding that goods will be invoiced at prices ruling at date of despatch. This condition does not apply to fixed price quotations. Fixed price quotations are only such quotations as are specifically stated in writing to be at a fixed price conditional upon a specific delivery date and it is agreed that only increases occasioned by the uplift or imposition of any duty or tax payable in respect of the Company’s products shall be payable by the Customer in addition to the price quoted. Due notice of any such increases will be given by the Company.
- 9.2.1 Unless otherwise agreed, payment is to be made within 30 days following date of invoice. The Company reserves the right to apply an overdue payment surcharge of 8% over base rate or other rate set by UK legislation whichever is lower.
- 9.2.2 Failure to make due payment in respect of deliveries or instalments under this or any other contract with the Company shall entitle the Company to delay, suspend or cancel deliveries at its option.
- 9.2.3 The Company may exercise the right set out in 9.2.2 above if the Customer becomes bankrupt or makes an assignment, agreement or composition with its creditors or goes into liquidation (otherwise than for reconstruction or amalgamation purposes) or if a receiver is appointed. These rights may also be exercised by the Company if it has reasonable grounds to believe that any of such above events is likely to occur.
- 9.2.4 Cheques are only accepted if drawn on a UK bank.
- 9.3 In the event the Company institutes legal proceedings against the Buyer to recover any outstanding sums due to the Company for Goods supplied to the Buyer, the Company shall be entitled to recover from the Buyer all costs incurred in such proceedings, including legal fees.
10.Taxes
The Company has the right to charge and the Buyer agrees to pay duties or taxes which become due in fulfilling the order from the Buyer.
11.Warranties & Exclusions
- 11.1 For certain Goods supplied the Company may issue a separate Warranty which will state whether it supplements or replaces any Warranty contained in these Conditions of Sale.
- 11.2.1 Unless otherwise specified the Company guarantees to replace or (at its option) repair any goods supplied by it provided to its reasonable satisfaction to be faulty as supplied, provided: (i) payment has been received in full and (ii) the Company has been informed promptly of the discovery of any such defect together with a full written report on the defect by a suitably qualified person.(iii) such defect is reported within 24 months of supply by the Company.
- 11.2.2 This guarantee shall not apply to fair wear and tear or to damage due to negligence or improper handling by the Customer, his employees or agents or third parties or in the case of repairs or alterations carried out without the Company’s knowledge or approval or due to damage by any cause beyond the Company’s control.
- 11.2.3 This guarantee does not apply to and no claim will be accepted for consequential loss or damage save where the same consists of death or personal injury and arises in consequence of the negligence of the Company.
- 11.2.4 Without prejudice to the foregoing the Company shall in no circumstances be liable for any loss or damage costs or expenses which exceed in the aggregate of the sale price of the goods.
- 11.2.5 Except as provided above, all express or implied conditions and warranties (whether statutory or otherwise) as to description, quality, fitness for purpose of the goods or otherwise are hereby excluded.
- 11.3 The Company will not be liable for the failure of Goods to comply with any express or implied warranties given by the Buyer to any third party. UNLESS REQUIRED BY LAW, THE COMPANY SHALL HAVE NO LIABILITY TO THE BUYER AND OR ANY THIRD PARTY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY KIND, OTHER THAN FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THE COMPANY, INCLUDING WITHOUT LIMITATION ANY INDIRECT LOSS OR DAMAGE SUCH AS OPERATING LOSS, LOSS OF CLIENTELE OR PREJUDICE TO THE BUYER’S CORPORATE IMAGE OR REPUTATION.
12.Title and Risk of Loss
- 12.1 The title of Goods sold by the Company shall remain with the Company until payment of the price in full.
- 12.2 If any item of Goods owned by the Company is attached to, blended with or incorporated into any package containing Goods not owned by the Company such that it cannot be identified separately from such non-owned Goods the resulting mixed Goods title shall vest in the Company.
- 12.3 Buyer shall store all Goods owned by the Company so as to be clearly Identifiable as the Company’s property and shall maintain and make available to the Company such records of Goods stored, of persons or entities to whom it sells or has sold Company-owned Goods and of payments made by such persons or entities. It will allow the Company to inspect such records promptly on request. All Goods supplied by the Company in the Buyer’s possession at the time of inspection by the Company shall be presumed to belong to the Company unless the Buyer can prove otherwise.
- 12.4 The Company shall be entitled to trace and recover the proceeds of any sale or insurance proceeds received in respect of Goods owned by the Company. Such proceeds shall be paid into a separate bank account and shall be held in trust by the Buyer for the Company.
- 12.5 If the Buyer fails to make payments to the Company when due, enters into bankruptcy, liquidation or a composition with its creditors, becomes insolvent or has a receiver or manager appointed over all or part of its assets or if the Company has reason to believe any of these events is likely to occur, the Company shall have the following rights:
- (a) To enter without prior notice any premises where Goods it owns may be kept to repossess and to remove and to dispose of any goods owned by the Company and to credit the value of such Goods recovered, less any expenses incurred against monies owed by the Buyer to the Company.
- (b) To require the Buyer not to remove, re-sell or part with possession of any Goods owned by the Company until the Buyer has paid in full any monies owed to the Company.
- (c) To withhold delivery or despatch of any Goods due to be sent to the Buyer.
13. Packaging Specific to Buyer
The Buyer agrees to purchase promptly at cost from the Company any packaging materials specific to the Buyer’s product requirements which have been purchased by the Company and which have been in stock by the Company for more than 3 months, providing the Company has purchased only quantities of such materials commensurate with the Buyer’s typical order levels during the previous 6 months.
14. Force Majeure
If either party is prevented from carrying out its obligations under the contract for supply of Goods due to circumstances beyond its reasonable control the parties affected shall be excused performance of its obligations for as long as and to the extent the Force Majeure situation lasts. Circumstances of Force Majeure include but are not limited to act of Government, power supply failure, sources of supplies failure, industrial dispute or natural disaster.
15. Notices
Any notice given by either party related to the contract to supply Goods shall be in writing and sent by post or facsimile to the registered office of the party to be served and shall be deemed to be delivered 5 business days after despatch.
16. Saving of Rights
Where the Buyer is a consumer as defined by Section 6(2) of the Unfair Contract Terms Act 1977 the Customer’s statutory rights are not affected by any provisions contained herein.
17. Description of Goods
The description of the Goods contained in catalogues, quotations, illustrations, drawings and specifications are believed to be correct as to weights, dimensions, capacity, performance and otherwise although the drawings are intended as a guide only and may not be to scale. Any error or mis-statement found therein shall not annul the sale or entitle the Customer to be discharged from the contract or to make a claim in respect thereof. Notwithstanding the foregoing the Customer shall not be obliged to accept any goods which differ substantially in any of the above mentioned respects from the Goods agreed to be sold if the Customer shows that he will be prejudiced by reason of such difference. The Company reserves the right to modify, alter and improve designs at any time without prior notice.
18. Whole Contract Terms
This document shall constitute the whole contract between the Company and the Customer and these Conditions may not be varied except in writing signed on behalf of the Company by a duly authorised officer of the Company.
19. Law & Jurisdiction
These Conditions shall be subject to and construed in accordance with English Law and subject to the jurisdiction of the English Courts.
