1 Interpretation
1.1 In these Terms:
“Buyer” means the person, firm or company who accepts the Seller’s quotation for the sale of the Goods and/or supply of the Services or whose order for the Goods and/or Services is accepted by the Seller;
“Contract” means the contract for the sale and purchase of the Goods and/or supply and purchase of the Services made between the Seller and the Buyer;
“Goods” means the goods which the Seller is to supply in accordance with these Terms;
“Seller” means Xact Pack, a division of Lawtons Limited, a company registered in England under number 6280229 whose registered office is at 60 Vauxhall Road Liverpool L3 6DL and that owns and operates www.xactpack.co.uk;
“Services” means the services which the Seller is to supply in accordance with these Terms; and
“Terms” means the standard terms of sale set out in this document
1.2 A reference in these Terms to a provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time. The headings in these Terms are for convenience only and shall not affect their interpretation.
2 Basis of the sale and supply
2.1 All orders for Goods and/or Services shall be deemed to be an offer by the Buyer to purchase Goods and/or Services pursuant to these Terms and Conditions and are subject to acceptance by the Seller. The Seller may choose not to accept an order forany reason.
2.2 No variation to these Terms shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller.
2.2.4 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods or Services which is not confirmed in writing by the Seller is followed or acted on entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
3 Orders and specifications
3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed by the Seller or their authorised representative.
3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods and Services within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
3.3 The quantity, quality and description of the Goods and Services and any specification for them shall be as set out in the Seller’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the Seller).
3.4 Where the goods ordered by the Buyer are not available from stock the Buyer shall be notified and given the option to either wait until the goods are available from stock or cancel the order and receive a full refund within 28 days.
3.5 The Seller reserves the right to make any changes in the specification of the Goods and Services which are required to conform with any applicable statutory, E.U. or any other legal requirements or which do not materially affect their quality or performance.
3.6 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all losses, charges and expenses incurred by the Seller as a result of cancellation.
3.7 When making an order through the Website, the technical steps the Buyer needs to take to complete the order process are described in [order process section]
4 Price of the Goods and Services
4.1 The price of the Goods and Services shall be that stipulated on the website. The price is exclusive of VAT and does not include delivery charges which are to be charged additionally. Where no price has been quoted on the website , the price shall be as quoted and confirmed in writing by the Seller at the date of placing the order.. All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer.
4.2 The Seller reserves the right, by giving written notice to the Buyer at any time before delivery, to increase the price of the Goods and Services to reflect any increase in the cost to the Seller which is due to any change in delivery dates, quantities or specifications for the Goods and/or Services which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
5 Terms of Payment
5.1 After the order is received the Seller shall confirm by email the details, description and price for the goods.
5.2 Payment of the price plus VAT and delivery charges must be made in full before despatch of the Goods, unless the Seller has agreed a credit facility for the Buyer.
5.3 Where Goods are purchased by the Buyer using a credit facility:
1. , subject to any special terms agreed in writing between the Buyer and the Seller the Seller may invoice the Buyer for the price of the Goods on or at any time after dispatch of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods
2. the Buyer shall pay the price of the Goods and Services in full without any deduction or set off by cheque or bank transfer so the Seller has cleared funds within 30 days of the date of the Seller’s invoice unless otherwise agreed in writing between the Buyer and the Seller, and the Seller shall be entitled to recover the price, notwithstanding that delivery and supply may not have taken place and the title in and to the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only on request.
3. if the Buyer fails to make any payment on the due date then, without limiting any other right or remedy available to the Seller, the Seller may cancel the Contract or suspend any further deliveries to the Buyer, appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer) and charge the Buyer interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (as varied or superseded from time to time).
6 Delivery
6.1 Stocked goods supplied within the UK will normally be delivered within 3 working days of acceptance of order.
6.2 Delivery of the Goods shall be made to the Buyer’s address specified in the order and the Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tended for delivery.
6.3 The Seller shall use its reasonable endeavours to meet any agreed date for delivery. In any event time of delivery shall not be of the essence of the Contract and the Seller shall not be liable for any losses, costs, damages, or expenses incurred by the Buyer or any third party arising directly or indirectly out of any failure to meet any estimated delivery date. 6.3 Where the Goods are to be delivered or the Services are to be supplied in instalments, each separate delivery and supply shall constitute a separate contract and failure by the Seller to deliver and supply any one or more of the instalments in accordance with these Terms or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
6.4 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without limiting any other right or remedy available to the Seller, the Seller may store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage or 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 Title
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer upon delivery of the goods, or where the Buyer fails to take delivery at the agreed time , at the time the delivery was attempted
7.2 Title in and to the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods and services agreed to be sold by the Seller to the Buyer for which payment is then due.
7.3 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 the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without limiting any other right or remedy of the Seller) forthwith become due and payable.
8 Warranties and Liability
8.1 Subject to the following provisions, the Seller warrants that the Goods and Services will correspond with their specification at the time of delivery and will be free from defects in the quality and condition of materials and workmanship for a period of (one month from the date of delivery or supply, unless otherwise notified by the Seller.
8.2 The above warranty (and any other applicable warranty or guarantee) is given by the Seller subject to the following conditions:
8.2.2 the Seller shall be under no liability in respect of any defect caused by or arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow any applicable instructions including those made by the Seller misuse, any consumables or any other items or materials which are used in conjunction with the Goods and any alteration or repair of the Goods without the Seller’s approval;
8.2.3 the Seller shall be under no liability if the total price for the Goods and Services has not been paid by the due date for payment;
8.3 Subject as expressly provided in these Terms, and except where the Goods or Services are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law including without limitation warranties as to fitness for purpose or satisfactory quality are excluded to the fullest extent permitted by law.
8.4 Where the Goods and Services are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Buyer are not affected by these Terms.
8.5 A claim by the Buyer pursuant to clause 8.1 which is based on any shortages, a defect in the quality or condition of the Goods or their failure to correspond with the specification shall (whether or not delivery or supply is refused by the Buyer) be notified to the Seller within seven days from the date of delivery or supply or, where the defect or failure was not apparent on reasonable inspection, within seven days after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods or Services and the Seller shall have no liability for such shortages, defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered and the Services had been supplied in accordance with the Contract.
8.6 Where a valid claim in respect of any of the Goods or Services which is based on any shortages, a defect in the quality or condition of the Goods or their failure to correspond with the specification is notified to the Seller in accordance with these Terms, the Seller may, at the Seller’s sole discretion, repair or replace the Goods , or the part in question, free of charge or refund to the Buyer the price of the Goods or Services,(or a proportionate part of the price), without any further liability.
8.7 Except in respect of death or personal injury caused by the Seller’s negligence, or liability for defective products under the Consumer Protection Act 1987, the Seller shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever which arise out of or in connection with the supply of the Goods or Services, including any delay in or any failure to supply the Goods in accordance with the Contract. or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods and Services, except as expressly provided in these Terms.
8.8 The Seller 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 the Seller’s obligations in relation to the Goods and Services, if the delay or failure was due to any cause beyond the Seller’s reasonable control including, without limitation, Act of God, industrial actions or trade disputes and difficulties in obtaining raw materials, labour, parts or machinery.
9 Insolvency of Buyer
9.1 This clause 9 applies if the Buyer makes a voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or the Buyer ceases, or threatens to cease, to carry on business; or the Seller 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 limiting any other right or remedy available to the Seller, the Seller may cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods or Services have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
10 General
10.1 The Contract is personal to the Buyer and the Buyer may not assign, sub-contract or otherwise delegate any of its rights or obligations under the Contract to any third party without the prior written consent of the Seller. The Seller may assign, sub-contract or otherwise delegate any of its rights or obligations under the Contract to any third party provided that any act or omission of any such third party shall be deemed to be the act or omission of the Seller.
10.2 A notice required or permitted to be given by either party to the other under these Terms shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
10.3 If any provision of the Contract is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Contract and the remainder of the provision in question shall not be affected.
10.4 None of the provisions of these Terms are for the benefit of or may be enforced by any third party pursuant to the Contracts (Rights of Third Parties) Act 1999.
10.5 The Contract shall be governed by the laws of England, and the Buyer agrees to submit to the non exclusive jurisdiction of the English courts.
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