Terms & Conditions
1 Definitions and interpretation
1.1 In these conditions:
"The Seller" means Patrico Ltd, Company Number 1724354 whose registered office is Northway Lodge, Northway Lane,Tewkesbury,GL20 8JG in the United Kingdom
"The Purchaser" means any person or persons, firm or company who or which order goods from the Seller.
"Goods" means the range of drums manufactured and sold from time to time by the Seller.
1.2 Where the Purchaser comprises two or more persons, obligations owed to the Seller are the joint and several obligations of all those persons.
2 Formation of contract
2.1 Any order sent to the Seller by the Purchaser shall be accepted entirely at the discretion of the Seller, and, if so accepted, will only be accepted upon these conditions (hereinafter referred to as the 'Conditions') and by means of the Seller's standard order acknowledgement form.
2.2 Each order which is so accepted shall constitute an individual legally binding contract between the Seller and the Purchaser and such contract is hereafter referred to in these conditions as an 'Order'.
2.3 These conditions shall override any contrary different or additional terms or conditions (if any) contained on or referred to in an order form or other document or correspondence from the Purchaser and no addition alteration or substitution of these terms will bind the Seller or form part of any Order unless they are expressly accepted in writing by any person authorised to sign on the Seller's behalf.
All goods supplied by the Seller shall be in accordance with
3.1 The relevant Certificate of Packaging Performance held by the Seller and issued by Pira International Limited (or its predecessors or successors, as the case may be) (copies of which are available from the Seller upon request); or
3.2 Those further specifications or descriptions (if any) expressly listed or set out on the face of the Order.
No other specification, descriptive material, written or oral representation, correspondence or statement, promotional or sales literature shall form part of or be incorporated by reference into the Order.
The Purchaser shall be deemed to have accepted all gods upon their delivery by the Seller to the address specified in the order, or (if no address is specified, to any address known to the Seller at which the Purchaser carries on business) or on collection by the Purchaser or their Agent from the Sellers premises.
5 Delivery and risk
5.1 Unless otherwise stated in the Order, the price quoted excludes the cost of delivery, which, when delivery is arranged by or effected by the Seller is payable in addition to, but as if it were part of, the price of the Goods. Where the price quoted includes delivery to the address specified in the Order or otherwise as in Condition 4 (above), the Seller reserves the right to make an additional charge to cover any increase in transport costs occurring before the date of the delivery.
5.2 Any time or date for delivery given by the Seller is given in good faith but is an estimate only.
5.3 Risk in the goods shall pass to the Purchaser upon delivery.
6 Title and payment
6.1 The Seller warrants that the Seller has good title to the Goods.
6.2 The Seller warrants that it is not aware of any actual or alleged infringements of any intellectual property rights of third parties which relate to the goods.
6.3 The Seller may invoice the Goods (or any part of the Goods) at any time after its acceptance of the Order.
6.4 Unless otherwise stated in the quotation, or otherwise agreed in writing by the Seller, payment of the price of the Goods comprised in each consignment delivered pursuant to an Order shall become due within 30 days of invoice therefore.
6.5 Title to the Goods comprised in each consignment shall not pass to the Purchaser until the Purchaser has paid their price to the Seller, but, even though title has not passed, the Seller shall be entitled to sue for their price once its payment has become due. .
If the Seller shall be unable, through circumstances beyond its control (including without limitation lack of instructions from the Purchaser), to deliver the goods with 14 days after notification to the Purchaser or its agent that the goods are ready for delivery, the Seller shall be entitled to arrange storage on behalf of the Purchaser, whereupon delivery shall be deemed to have taken place, all risk in the goods shall pass to the Purchaser, and delivery to the Purchaser of the relevant warehouse receipt shall be deemed to be delivery of the goods for the purposes of Condition 4. All charges incurred by the Seller for storage of insurance shall be paid by the Purchaser with 30 days of submission of an invoice therefore.
8 Damage in transit
The Seller will replace free of charge any goods proved to the Seller's satisfaction to have been damaged in transit arranged by Patrico Ltd, provided that within 24 hours after delivery both the Seller and the carriers have received from the Purchaser notification in writing of the occurrence of the damage and also, if and so far as practical, of its nature and extent.
9 Force majeure
9.1 The Seller shall not be under any liability for any failure to perform any of its obligations under the Order due to Force Majeure. Following notification by the Seller to the Purchaser of such cause, the Seller shall be allowed a reasonable extension of time for the performance of its obligations.
9.2 For the purposes of this condition, 'Force Majeure' means fire, explosion, flood, lightning, Act of God, act of terrorism, war, rebellion, riot, sabotage, or official strike or similar official labour dispute, interruption to or delay in the supply of raw material to the Seller, the supply of inferior or unacceptable raw material to the Seller in events or circumstances outside the reasonable control of the Seller.
10.1 In this condition 'defective goods' means goods which do not meet the specification set out in condition 3, and 'defect' shall be construed accordingly.
10.2 For goods which are manufactured by the Seller, the Seller grants the following guarantee:
- 10.2.1 The seller free of charge, replace defective goods where the defect becomes apparent under proper use or under recommended storage conditions within one month from the date of delivery and from within one week of filling.
- 10.2.2 Alternatively to Condition 10.2.1, the Seller shall be entitled at its absolute discretion to refund the price of the defective goods in the event that such price shall already have been paid by the Purchaser to the Seller; or if such price has not been so paid, to relieve the Purchaser of all obligation to pay the same by the issue of a credit note in favour of the Purchaser in the amount of such price.
10.3 The Seller's liability under this condition shall be to the exclusion of all other liability to the Purchaser whether contractual, tortuous or otherwise for defects in the goods or for any loss or damage to or caused by the goods, and (subject to Condition 15 all other conditions, warranties, stipulations or other statements whatsoever concerning the goods, whether express or implied, by statute, at common law or otherwise howsoever, are hereby excluded; in particular (but without limitation of the foregoing) the Seller gives no warranties regarding the fitness for purpose, performance, use, nature or quality of the goods, whether express or implied, by statute, at common law or otherwise howsoever.
Both the Seller and the Purchaser shall each keep confidential and shall not without the prior consent in writing of the other disclose to any third party any technical or commercial information which it has acquired from the other as a result of discussion, negotiations and other communications between them relating to the goods and the order.
12 Economic loss
Subject to condition 13, and notwithstanding anything contained in these Conditions (other than condition 13) or the Order, in no circumstances shall the Seller be liable, in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever, and whatever the cause thereof (1) for any loss of profit, business, contracts, revenues, or anticipated savings, or (2) for any special indirect or consequential damage of any nature whatsoever.
13 Limitation of liability
Subject to Condition 12, and not withstanding anything contained in these Conditions or the Order, the Seller's liability to the Purchaser in respect of the Order, in contract, tort (including negligence or breach of statutory duty) or howsoever otherwise arising, shall be limited to 100% of the price of the goods specified in the Order.
14 Unfair Contract Terms Act 1977
14.1 if and to the extent that s 6 and/or s7 (3A) of the Unfair Contract Terms Act 1977 applies to the Order, no provision of these terms and conditions shall operate so as to exclude or restrict the liability of the Seller for breach of the express warranties contained in Condition 6, or for breach of the applicable warranties as to title and quiet possession implied into the terms and conditions of the Order by s12 (3) of the Sale of Goods Act 1979, or s2 (3) of the Supply of goods and Services Act 1982, whichever Act applied to the Order.
15 Applicable law
The Order shall be considered a contract made in England and hall be governed in all respects by the law of England and the parties agree to submit to the exclusive jurisdiction of the English courts.