Terms & Conditions
Application and entire agreement
These Terms and Conditions will apply to the purchase of the goods details in our quotation (Goods) by the buyer (you) from S Atwell Packaging Ltd a company registered in England and Wales under number 2228852 whose registered office is at Unit 18 Bolney Grange Business Park, Stairbridge Lane, Hickstead, West Sussex, RH17 5PB (we or us)
These Terms and Conditions will be deemed to have been accepted by you when you accept them or the quotation or from the date of delivery of the Goods (whichever happens earlier) and will constitute the entire agreement between us and you.
These Terms and Conditions and the quotation (together, the contract) apply to the purchase and sale, and Hire/Rental of any goods between us and you, to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
The description of the Goods is set out in our sales documentation, unless expressly changed in our quotation. In accepting the quotation you acknowledge that you have not relied upon any statement, promise or other representations about the Goods by us. Descriptions of the Goods are set out in our sales documentation are intended as a guide only.
We can make changes to the specification of the Goods which are required to conform to any applicable safety or other statutory or regulatory requirements.
Hire / Rental
Hire agreement of the Goods is set out in our sales documentation, unless expressly changed in our quotation. In accepting the quotation you acknowledge that you have not relied upon any statement, promise or other representations about the Goods by us.
The Terms and Conditions of the Hire are as follows; The Hire period will be set out with a start and end date, agreed at time of quotation; The systems must be kept in good working order throughout the Hire, you are responsible for the maintenance and service of the system; you must (a) hold the Goods on fiduciary basis as our baliee; and / or (b) store the goods separately and not remove, deface or obscure any and / or (c) keep Goods in satisfactory condition and keep them insured against all risks for their Price from the date of Delivery.
The system must be returned at the end of Hire period deemed in the quotation; you will be invoiced up until such time as the system has been received and inspected by our engineering team; if the system is not returned at the end of the Hire period; we are entitled to invoice the system at the Price indicated for the system. Transport of the system from and to us must be covered by you the Hirer. However if we require the system returned before the end of the Hire period; we will pay for the return transport. Title to the Goods will remain with us.
The price (Price) of the Goods is set out in our quotation current at the date of your order or such other price as we may agree in writing. If the cost of the Goods to us increases due to any factor beyond our control including but not limited to, material costs, labour costs, alteration or exchange the Price prior to delivery. Any increase in the Price under the clause above will only take place after we have told you about it. You may be entitled to discounts. Any and all discounts will be at our discretion. The Price is exclusive of fees for packaging and transportation / delivery.
The Price is exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
Cancellation and alteration
Details of the Goods as described in the clause above (Goods) and set out in our sales documentation are subject to alteration without notice and are not contractual offer to sell the Goods which is capable of acceptance.
The quotation (including and any non-standard price negotiated in accordance with the clause on Price (above) is valid for a period of 30 days only from the date shown in it unless expressly withdrawn by us at an earlier time. Either of us can cancel the order for any reason prior to your acceptance (or rejection) of the quotation.
No contract may be cancelled without the consent of the Seller. If any Contract is with the consent of the Seller cancelled the Buyer shall indemnify the Seller for all costs and consequential losses claimed by the Buyer to have arisen out of such cancellation or at the option of the Seller and as a genuine pre-estimate by the parties of the loss likely to be suffered by the Seller, pay to the Seller liquidated damages to the value of the deposit instalment, or 20% of the total order value whichever is the greater.
We will invoice you for the Price either:
On or at any time after delivery of the Goods; or
Where the Goods are to be collected by you or where you wrongfully do not take delivery of the Goods, at any time after we have notified you that the Goods are ready for collection or we have tried to deliver them.
You must pay the Price within 30 days of the date of our invoice or otherwise according to any credit terms agreed between us. You must make payment even if delivery has not taken place and / or that the title Goods has not passed to you.
If you do not pay within the period set above, we will suspend any further deliveries to you and without limiting any of our other rights or remedies for statutory interest; invoices not paid within the terms of the invoice will receive a late payment charge as per the Terms and Conditions of our invoice; we may charge you interest at the rate of 4% per annum above the base rate of the Bank of England from time to time on the amount outstanding until you pay in full.
Time for payment will be of the essence of the Contract between us and you.
All payments must be made in British Pounds Sterling unless otherwise agreed in writing between us. Both parties must pay all amounts due under the Terms and Conditions in full without any deduction or withholding except as required by law and neither party is entitled to assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
*40% Deposit of the value of the order of the system will be invoiced immediately on receipt of the order and will be due and payable on receipt of the invoice. Deposits are non-refundable.
*40% of the value of the order of the system will be invoiced when notified that the system is ready for delivery and will be due and payable on receipt of the invoice.
*20% of the value of the order of the system will be invoiced after delivery and will be due and payable 28 days after receipt of the invoice.
We will arrange the delivery of the Goods to the address specified in the quotation, or your order or another location we agree in writing.
If you do not specify a delivery address or if we both agree, you must collect the Goods from our premises.
Subject to the specific terms of any special delivery service, delivery can take place at any time of the day and must be accepted at any time between 8am – 8pm.
If you do not take delivery of the Goods we may, at our discretion and without prejudice to any other rights;
- Store or arrange for the storage of the Goods and will charge you for all associated costs and expenses including, but not limited to, transportation, storage and insurance and / or
- Make arrangements for the redelivery of the Goods and will charge you for the costs of such redelivery and /or
- After 10 business days resell or other otherwise dispose of part or all of the Goods and charge you for any shortfall below the price of the Goods.
If the redelivery is not possible as set out above, you must collect the Goods from our premises and will be notified of this. We can charge you for all associated costs including, but not limited to, storage and insurance.
Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. We will not be liable for any delay in delivery of the Goods that is caused by a circumstance beyond our control or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of Goods.
We can deliver the Goods by instalments, which will be invoiced and paid for separately. Each instalment is a separate contract. Any delay in delivery or defect in an instalment will not entitle you to cancel any other instalment.
Inspection and acceptance of Goods
You must inspect the Goods on delivery or collection
If you identify any damages or shortages, you must inform us in writing within 2 days of delivery, providing details.
Other than by agreement, we will only accept returned Goods if we are satisfied that this Goods are defective and if required, have carried out an inspection.
Subject to your compliance with this clause and / or our agreement, you may return the Goods and we will, as appropriate, repair, or replace, or refund the Goods or part of them.
We will under no liability or further obligation in relation to the Goods if:
- If you fail to provide notice as set above and / or
- You make any further use of such Goods after giving notice under the clause above relating to damages and shortages; and/ or
- The defect arises because you did not follow our oral or written instructions about the storage, commissioning, installation, use and maintenance of the Goods; and / or
- The defect arises from the normal wear and tear of the Goods and / or
- The defect arises from the misuse or alteration of the Goods, negligence, wilful damage or any other act by you, your employees or agents or third parties.
You bear the risk and cost of returning the Goods.
Acceptance of the Goods will be deemed to be upon inspection of them by you and in any event within 2 days after delivery.
Risk and Title
The risk in the Goods will pass to you on completion of delivery.
Title to the Goods will not pass to you until we have received payment in full (in cash or cleared funds) for: (a) the Goods and / or (b) any other Goods or services that we have supplied to you in respect of which payment has become due. Until the title of Goods has passed to you, you must (a) hold the Goods on fiduciary basis as our baliee; and / or (b) store the goods separately and not remove, deface or obscure any and / or (c) keep Goods in satisfactory condition and keep them insured against all risks for their price from the date of delivery.
As long as the Goods have not been resold, or irreversibly incorporated into another product, and without limiting any other right or remedy we may have, we can at any time ask you to deliver up the Goods and, if you fail to do so promptly, enter any of your premises or any third party where the Goods are stored in order to recover them.
All drawings, documents, confidential records, computer software and other information supplied by S Atwell Packaging Ltd are supplied on the express understanding that copyright is reserved to us and that you, the customer, will not without written consent of S Atwell Packaging Ltd either give away, loan, exhibit, or sell any such drawings, documents, records, software or other information or extracts therefrom or copies thereof or use them in any way except in connection with the Goods in respect of which they are issued.
We can terminate the sale of Goods under the Contract where;
- You commit a material breach of your obligations under these Terms and conditions;
- You are or become or, in our responsible opinion, are about to become subject of bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtors;
- You enter into a voluntary arrangement under Part 1 of the insolvency Act 1986, or any other scheme or arrangement is made with your creditors; or
- You convene any meeting to your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator, or administrative receiver appointed in respect of your assets or undertakings or any part thereof, any documents are filed with the court for the appointment of an administrator, notice of intention you appoint an administrator is given by you or any of your directors, or by a qualifying floating charge holder (as defined in para, 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed to or a petition presented to any court for the winding up of your affairs or for the granting of administration order, or any proceedings are commenced related to your insolvency or possible insolvency.
Limitation of liability
Our liability under the Contract, and in breach of statutory duty, and in tort, misrepresentation or otherwise will be limited to this clause.
Subject to the clauses above on Inspection and Acceptance and Risk and Title , all warranties, conditions or other terms implied by statue or common law (save for those implied by section 12 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law.
If we do not deliver the Goods, our liability is limited , subject to the clause below, to the costs and expenses incurred by you in the obtaining replacement goods or similar description and quality in the cheapest market available, less the price of Goods.
Our total liability will not, in any circumstances, exceed the total amount of the Price payable by you.
We will not be liable (wether caused by our employees, agents or otherwise) in connection with the Goods, for:
- Any indirect, special or consequential loss, damage, costs. Or expenses; and /or
- Any loss of profits, loss of anticipated profits; loss of business; loss of date; or other third party claims, and / or
- Any failure to perform any of our obligations if such delay or failure is due to any cause beyond out reasonable control and / or
- Any losses caused directly or indirectly by any failure or breach by you in relation to your obligations; and / or
- Any loss relating to the choice of Goods and how they will meet your purpose or the use by you if the Goods supplied.
The exclusions of liability contained within the clause will to exclude or limit out liability for the death or personal injury caused by our negligence; or for any matter for which it would be illegal for us to exclude or, limit our liability; and for fraud or fraudulent misrepresentation.
All notices under the Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or duly authorised officer of the party).
Notice will be deemed to have been duly given:
- When delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient;
- When sent, if transmitted by fax or email and successful transmission report or return receipt is generated;
- On the fifth business day following the mailing, if mailed national ordinary mail; or
- On the tenth business day following mailing, if, mailed by airmail.
All notices under the Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.
Circumstances beyond the control of either party
Neither party shall be liable for any failure to delay in performing their obligations were such failure or delay results from any caused that is beyond the reasonable control of that party; Such caused include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.
No waiver by us of any breach of these terms and conditions by you shall be considered as a waiver of any subsequent breach of the same or any other provision.
If one of more of these terms and conditions is found to be unlawful, invalid, or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
Law and jurisdiction
These terms and conditions are govern by and interpreted according to the English Law. All disputes arising under these terms and conditions are subject to the exclusive jurisdiction of the English Courts.