Terms and conditions

General

1. Unless otherwise agreed in writing, these terms and conditions of sale ("Conditions") apply exclusively to each transaction ("Contract") for the sale of goods and/or parts of goods ("Goods") supplied by Sealpac UK Limited a company registered in England & Wales under number 04373358 with its registered office is at Concept House, 81 Sopers Lane, Poole, Dorset BH17 7EN (“Company”) and/or the supply of services ("Services") by the Company to a buyer of Goods and/or Services from the Company ("Buyer").

2. No terms and conditions or contractual provisions specified or stipulated by the Buyer at any time, whether prior to or after the Conditions have been brought to the attention of the Buyer, shall be binding on the Company. The delivery of Goods or the commencement of Services shall amount to the unequivocal and irrevocable acceptance of the Conditions by the Buyer.

3. The Company reserves the right from time to time to amend or replace these Conditions. Amended or replacement Conditions will be displayed on the Company’s website at sealpac-uk.com and will apply to all Contracts entered into after the date on which any such amendments take effect or upon which the replacement Conditions come into force.

Confirmation of telephone instructions

4. Orders sent in confirmation of telephone instructions should be clearly marked as such. The Company will accept no responsibility for duplication of despatch, and any additional expense incurred by the Buyer as a result of duplication of order will be charged to the Buyer.

Authority of director

1. No person has authority on behalf of the Company to vary any Condition except a director of the Company or a person who is given written authority by a director of the Company. Any document given or supplied by the Company pursuant to these Conditions shall have effect only where it is signed by a director of the Company or by a person who has the written authority of a director of the Company to give or supply the document in question.

Acceptance of cancellation

6. The acceptance of the cancellation of any order by the Buyer shall be at the absolute discretion of the Company, and any such acceptance shall be subject to payment by the Buyer of a cancellation charge representing the Company’s loss of profit on the transaction and any administrative costs involved.

Status of descriptions, catalogues, etc

7. All descriptions, catalogues, general specifications, drawings, price lists and other particulars in respect of Goods or Services issued by the Company are approximate and descriptive only and are intended only to present a general impression of the Goods or the Services to which they refer and shall not form part of the Contract.

Price of goods or services

8. The price of the Goods or Services ("Price") is the Company's quoted price and is exclusive of VAT, delivery, packaging, carriage and insurance. No quotation given by the Company to the Buyer shall amount to an offer but shall constitute an invitation to treat.  No order by the Buyer shall be binding until accepted by the Company in writing.

Increase in price

9. The Company is entitled to increase the Price to reflect any increase in its costs, despite having already agreed a sale price, because of any factor beyond its control or any changes in delivery dates, quantities or specifications requested by the Buyer or any delay caused by the Buyer's failure to provide adequate or accurate information, details of its requirements or other instructions.

Additions to price

10. If additional testing of Goods is requested by the Buyer beyond that which the Company performs as standard, an addition to the Price will be payable at the Company's current rate then in force.

11. If the Company agrees to install or commission the Goods at the Buyer's premises or site or agrees to provide Services such as maintenance or training, there will be an addition to the Price, either as detailed in the Contract or at the Company's current rate then in force.

Time for payment

12. Unless the Company has agreed in advance that payment for Goods or Services shall be on credit terms, delivery of Goods and/or the commencement of Services will be made only after payment in full of the Price has been received by the Company. Unless the parties agree otherwise, the Buyer will pay the Price where credit terms have been agreed either within 30 days of the date of the invoice raised in respect of the Goods or of the Services or strictly in accordance with the payment terms set out in the order.

Late payment

13. If the Price is not paid in full when due then, without affecting any of the Company's other rights or remedies, the Company may cancel the Contract and/or suspend any further deliveries; exercise its rights generally under the Late Payment of Commercial Debts (Interest) Act 1998 and associated legislation, including with regard to the payment of interest and any compensation payment; withdraw all credit facilities extended and require immediate payment of all outstanding invoices issued whether or not they were due for payment; and/or cancel and withdraw any discount allowed on the Price.

Time and place of delivery

14. Delivery dates quoted are approximate only, and the Company shall not be liable for any delay in the delivery of Goods or the carrying out of Services. Delivery of Goods will, unless otherwise agreed by the Company, be made at the Company's premises when the Goods are handed over to the Buyer, its agent or its carrier.  If the Company agrees to deliver the Goods other than at its premises, the Buyer shall pay for carriage, insurance and delivery. The carrying out of the Services will be at the location or site agreed in the Contract.

Buyer to provide facilities upon delivery

15. The Buyer shall be responsible at its own expense for taking delivery of the Goods, for providing craneage or fork-lift facilities of the correct size and weight capability for unloading the Goods from the delivery vehicles, for storing the Goods in a protective place until the commencement of installation, and for carrying to and/or hoisting materials to position near the actual site for final installation.

Failure to take delivery

16. If the Buyer fails to take delivery of the Goods or fails to give adequate delivery instructions then, without affecting any of the Company's other rights or remedies, the Company may store the Goods until actual delivery and charge for the reasonable costs (including insurance) of storage. The Company may, after 30 days, sell the Goods at the best price readily obtainable and (after deducting reasonable storage and selling expenses) account for the excess over the Price or charge the Buyer the amount of any shortfall.

Offloading of goods

17. The Buyer shall not offload the Goods from the delivery vehicle unless a representative of the Company is in attendance, and the Buyer shall ensure that the advice of the Company’s representative during the offloading is followed. If the Buyer decides to offload the Goods in the absence of the Company’s representative or to continue to offload the Goods despite the advice to the contrary of the Company’s representative or otherwise fails to follow such advice, the consequences thereof shall be the complete responsibility of the Buyer, and the Buyer shall indemnify the Company accordingly.

Claims in respect of defects, etc

18. Any claim by the Buyer which is based on any failure of the Goods to correspond with specification or on non or incorrect delivery must (whether or not delivery is refused by the Buyer) be notified to the Company within two (2) days from the date of delivery or (where there is non- or incorrect delivery or the failure was not apparent on reasonable inspection) within a reasonable time after delivery should reasonably have been made or after discovery of the defect or failure (or after such defect or failure should have been discovered by a prudent purchaser). If delivery is not refused, and the Buyer does not notify the Company accordingly, the Buyer is not entitled to reject the Goods.

19. Any claim by the Buyer which is based on any failure of the Services to correspond with specification must be notified to the Company within 48 hours after discovery of the defect or failure (or after such defect or failure should have been discovered by a prudent purchaser).

Returns

20. Goods correctly supplied may not be returned without the Company’s written agreement, and such agreement shall be subject to, amongst other things, the payment by the Buyer of a restocking fee.

21. Where Goods are alleged to be not in conformance with the manufacturer’s published specification, the Buyer must supply full written details thereof. Any credit, refund or replacements will not be issued by the Company unless and until any defects in the Goods or any failure to meet specification have been agreed and accepted by the manufacturer.

22. Under no circumstances will Goods which have been modified or otherwise used or which in the opinion of the Company do not match the description of the Goods that were originally supplied be accepted for any credit, refund or replacement.

Risk and property in the goods

23. Risk of damage to or loss of the Goods passes on delivery or, if the Buyer wrongfully fails to take delivery, at the time when delivery is tendered.

24. Property in the Goods does not pass to the Buyer until: either, the Company has received full payment of the Price (plus VAT and other applicable charges) and all other sums due to the Company from the Buyer; or, the Goods have been delivered, whichever is the later. Until property in the Goods passes to the Buyer, it will hold the Goods on the Company's behalf, and will keep the Goods separate from its other goods and those of third parties, properly stored, protected, insured and identified as the Company's property; and the Buyer shall not pledge or charge the Goods by way of security or otherwise.  Breach of any of the provisions of this Condition 24 will result in all monies owing by the Buyer to the Company (without prejudice to any other right or remedy) becoming immediately due and payable.  The Company may before property in the Goods passes require the Buyer to deliver up the Goods to it and, if the Buyer fails to do so, the Company may repossess the Goods.  The Buyer hereby grants the Company an irrevocable licence to enter, with or without vehicles, any premises for the purpose of inspecting or repossessing the Goods.

Installation and commissioning

25. If the Company agrees to install or commission the Goods or perform the Services at the Buyer's premises or site, the Buyer will at all times be responsible for the safety of all of the Company's personnel, representatives and subcontractors and will ensure that:

    • 25.1 full, free and safe access to the site and all work areas and to all relevant information kept by the Buyer to enable the Company to carry out the installation or commissioning of the Goods or perform the Services; and

    • 25.2 the site and work areas are safe and in good order and repair, work can continue uninterrupted during normal working hours and all necessary facilities including craneage are provided on site. In addition to any other action the Company may be entitled to take, failure to ensure any of the requirements in this Condition 25 will entitle the Company to charge an additional fee.

26. It shall be the responsibility of the Buyer to ensure that it carries and maintains in force appropriate insurance policies to cover its obligations and liabilities hereunder whilst the Company's personnel, representatives and subcontractors are present at the Buyer’s premises or site. The Buyer shall on request provide the Company with sufficient detail in respect of its insurance policies to enable the Company to ascertain that the Buyer has met its obligation pursuant to this Condition 25.

Insolvency, bankruptcy, etc

27. If the Buyer makes any 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 of or a receiver is appointed over any of the property or assets of the Buyer, or the Buyer ceases or threatens to cease to carry on business or the Company reasonably believes that any of the events mentioned in this Condition 27 is about to occur (and notifies the Buyer accordingly) then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the Contract or suspend any further deliveries without any liability on the part of the Company and, if the Goods have been delivered or Services carried out but not paid for, the Price shall become immediately due and payable notwithstanding any previous agreement or arrangements to the contrary.

Warranty

28. The Company’s liability in respect of all Goods shall be limited to giving the Buyer the benefit of any guarantee or warranty given by a manufacturer of the Goods (details of such guarantee or warranty being included for information purposes only on the Company’s website at sealpac-uk.com). The Company shall not be under any further liability howsoever arising, and all conditions and warranties expressed or implied by or under statute, custom or trade usage are hereby expressly excluded.

29. The Company warrants that any Services or any installation or commissioning work carried out by the Company will be performed with reasonable skill and care. The Company shall have no liability to the Buyer for any loss, damage, costs, expenses or other claims for compensation arising from any materials, data, instructions or other information supplied by the Buyer which are incorrect, incomplete, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Buyer

30. Where any valid warranty claim is made in respect of the Services or the installation or commissioning of Goods which is based on the failure of the Company to perform such Services, installation or commissioning with reasonable skill and care falling within the warranty set out in Condition 29, the Company can choose either to redo the work in question or carry out repairs or replace any Goods affected free of charge or grant credit to or refund to the Buyer the Price (or a proportionate part of the Price) at the Company's absolute discretion, but the Company shall have no further liability to the Buyer under the warranty.

31. For the avoidance of doubt, the benefit of any warranty given to the Buyer whether in respect of the Goods or the Services shall be invalidated in respect of any defect arising from fair wear and tear, or any wilful damage, negligence, subjection to normal conditions, failure to follow the Company’s instructions (whether given orally or in writing or set out in any operating or maintenance manual), misuse or alteration of the Goods without the Company’s prior written approval, the use with or incorporation into the Goods of any spare or replacement part or component that has not been supplied by or on behalf of the Company or otherwise approved in writing by the Company, or any other act or omission on the part of the Buyer, its employees or agents or any third party.

Liability

32. The Company 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:

    • 32.1 any loss of profit, business, contracts, opportunity, goodwill, revenues, anticipated savings, expenses, costs or similar loss; and/or

    • 32.2 any indirect, special or consequential loss or damage (whether for loss of profit or otherwise),

(whether caused by the negligence, breach of contract, tort, breach of statutory duty or the Company, its employees or agents or otherwise) which arise out of or in connection with the Contract).

33. Any liability of the Company to the Buyer in contract, tort, breach of statutory duty or howsoever arising out of or in connection with the Contract, shall be limited to:

    • 33.1 in the case of damage to property, to the amount recoverable from the Company's insurers; and

    • 33.2 in the case of any other liability, to the value of the Goods and/or Services out of which the liability arises.

34. No Condition herein shall exclude or restrict the liability of the Company for breach of the statutory warranty as to title and quiet possession, and nothing in these Conditions shall operate or be construed to operate so as to exclude or restrict the liability of the Company for death or personal injury caused by reason of the negligence of the Company.

35. The Buyer accepts that the Company's limitation of liability set out in Condition 28 is fair and reasonable in all of the circumstances.

36. The Company shall not be under any liability for any delay or failure to perform any of its obligations under the Contract where it is prevented by reasons beyond its reasonable control including without limitation any act of God, war, riot, malicious damage, blockade, strike, lockout, industrial action, governmental action, any consequences caused by the United Kingdom no longer being a member country of the European Union, accident, breakdown of machines, breakdown of computers or means of electronic communication, default of suppliers, storm, fire, flood, drought, tempest or similar event.

Intellectual property

37. All information, drawings, specifications, documents, design material and all other data which the Company has imparted to the Buyer, and all intellectual property rights therein, are proprietary to the Company and/or the manufacturer of the Goods and are confidential. The Buyer agrees that it will not disclose such information to third parties, whether directly or indirectly, without the Company's prior written consent.

38. Where Goods are to be made, modified or adapted or the Services performed by the Company according to the Buyer's specification and/or design, the Buyer warrants to the Company that such manufacture will not infringe the patent, copyright, design right, trade mark or other industrial or intellectual property rights of any person. The Buyer undertakes to indemnify the Company against all loss, damages, costs and/or expenses (including legal fees) awarded against or incurred by the Company in connection with any claim for infringement of the intellectual property rights of any person as a result of use of the Buyer's specification.

Rights of third parties

39. Each Contract will confer rights and benefits only on the Buyer, and no third party is able to acquire rights or benefits as against the Company under the Contract or these Conditions. The Contract (Rights of Third Parties) Act 1997 shall be excluded, save in respect of the exercise by the Buyer of any rights granted to it under the terms of a warranty given by the manufacturer of the Goods.

Notices

40. Any notice given under these Conditions must be in writing, addressed to the registered office or principal place of business of the addressee or any other address as may have been notified as the correct address for service of documents. Any notice must be given by hand or sent by first class (airmail if overseas).  Email is not effective notice.  Notices may be faxed provided they are also sent in accordance with this Condition 40.

Waivers

41. Any waiver by the Company of any breach of the Contract by the Buyer will not be treated as waiving any subsequent breach of the same or any other provision.

Entire Agreement

42. These Conditions and the documents referred to in them contain the entire agreement between the parties, and no other agreements, representations, warranties, promises or understandings express or implied will bind the parties or form part of a Contract unless expressly accepted in writing by a person authorised to sign on the Company's behalf.

Disputes

43. In the event of any dispute arising between the parties, the matter will be referred to a director of each of the Company and the Buyer who shall endeavour to resolve the dispute in good faith.

44. Should for any reason the dispute continue, then the parties agree to submit the matter to mediation on the following basis:

    • 44.1 an independent professional person experienced in mediation proceedings (the "Mediator") shall be chosen by agreement between the parties to the dispute or, if they are unable to agree upon a Mediator or if the Mediator agreed upon is unable or unwilling to act, any of the parties involved in the dispute may apply to the President for the time being of the Law Society of England & Wales to appoint a Mediator;

    • 44.2 the parties to the dispute shall meet with the Mediator as soon as practicable in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held;

    • 44.3 unless otherwise agreed, all negotiations connected with the dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the rights of the parties concerned in any future proceedings.

45. In the case of the non-payment by the Buyer of any part of the Price, the Company may elect at its discretion to take appropriate recovery action without first raising the matter as a dispute.

Law and jurisdiction

46. English law governs these Conditions and each Contract, and the parties agree to the non-exclusive jurisdiction of the English courts.

47. Any warranty claims or claims by the Buyer alleging default by the manufacturer of the Goods shall be subject to the law and the jurisdiction of the court specified in the terms of the warranty.