1 Definitions

1.1 'Buyer' means the person who buys or agrees to buy the goods from the Seller.

1.2 'Conditions' means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller.

1.3 ‘Delivery Address’ means the place of delivery of the Goods as requested by the Buyer when ordering the Goods and specified in the Order Confirmation unless otherwise agreed in writing by the parties

1.4 'Delivery Date' means the date specified by the Seller when the goods are to be delivered.

1.5 'Goods' means the goods (together with any related services) which the Buyer agrees to buy from the Seller.

1.6 ‘Order Confirmation’ means the Seller’s written confirmation of order as provided to the Buyer

1.7 'Price' means the price for the Goods including VAT (if appropriate) and excluding delivery

1.8 'Seller' means Panaepos Limited

2 Conditions applicable

2.1 These Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order confirmation of order or similar document.

2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.

2.3 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer's acceptance of these Conditions.

2.4 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller. No other agent or representative of the Seller has any authority to vary or omit these conditions in whole or in part.

2.5 Any typographical clerical or other error or omission in any information contained in any sales literature quotation price list order confirmation or other documentation issued by the Seller shall be subject to correction without any liability on the Seller’s part.

2.6 Any order accepted is subject to stock availability. Back orders shall not be retained and it shall be the Buyer’s responsibility to re-order any unavailable Goods if required.

2.7 Any representations made by the Seller’s employees or agents concerning the Goods shall not be incorporated into the Contract unless confirmed by the Seller in writing and in entering into the Contract the Buyer acknowledges that it does not rely on and waives any claim for breach of such representations which are not so confirmed

2.8 Where applicable (and unless otherwise provided in the Conditions) any terms referred to in any order confirmation or other documentation issued by the Seller relating to the rights and obligations of the parties to the Contract with respect to the delivery of the Goods shall have the meaning set out in “Incoterms 2000”

3 Contract

3.1 When the Buyer places an order to purchase Goods from the Seller, the Seller will send the Buyer an order acknowledgement by email confirming receipt of the order and containing the details of the order. This does not mean that the Buyer’s order has been accepted. The Buyer’s order represents an offer to the Seller to purchase Goods which is accepted when the Seller sends an Order Confirmation to the Buyer by email confirming that the Goods have been dispatched.

3.2 The Contract will relate only to those Goods whose dispatch the Seller has confirmed in its Order Confirmation. The Seller will not be obliged to supply any other Goods which may have been part of the Buyer’s order until the dispatch of such Goods has been confirmed in a separate Order Confirmation.

4 The Price and Payment

4.1 Unless otherwise agreed in writing by the Seller the Price including VAT but exclusive of related delivery costs to the Delivery Address, with such delivery costs, being added to the total amount due as set out in the Seller Delivery Guide a copy of which is available on request

4.2 The Seller reserves the right to increase the Price to reflect any taxes or duties which are or may from time to time be levied by any governmental statutory or local authority upon the sale of the Goods and any necessary additions shall be charged at the rates prevailing at the date of invoice

4.3 Prices are liable to change at any time, but changes will not affect orders in respect of which the Seller has already sent the Buyer an Order Confirmation.

4.4 Subject to any special terms agreed in writing between the Seller and the Buyer and unless otherwise specified in the Order Confirmation payment for all Goods must be by credit or debit card and is due at the point at which the Seller sends the Buyer an Order Confirmation (the ‘Due Date’). The Seller will not charge the Buyer’s credit or debit card earlier than the point the Seller sends the Buyer the Order Confirmation. The Seller accepts payment with Visa, Mastercard credit and debit. The Buyer’s payment of the Price will proceed through Protex Security.

4.5 If for any reason through no fault of the Seller, it dispatches the Goods and the Buyer fails to make payment on the Due Date then without prejudice to any other right or remedy available to the Seller it shall be entitled to:-

(a) cancel the Contract and/or suspend any further deliveries to the Buyer; and

(b) charge the Buyer interest (before and after any judgment) on the amount unpaid at the rate of 4% per annum above The Bank of England base rate from time to time until payment in full is made (a part of the month being treated as a full month for the purpose of calculating interest); or

(c) charge The Buyer in accordance with the provisions of the Late Payment of Commercial Debts (Interest) Act 1998

5 The Goods / Warranties and liability

5.1 The Seller warrants that the Goods will at the time of delivery correspond to the description given by the Seller. Except where the Buyer is dealing as a consumer (as defined in the Unfair Contract Terms Act 1977 Section 12) all other warranties, conditions or terms relating to fitness for purpose, merchantability or condition of the Goods and whether implied by statute or common law or otherwise are excluded.

5.2 Notwithstanding clause 5.1 the Seller shall not be liable under any warranty condition if:-

(a) the Price and any associated delivery charge and VAT have not been paid by the Due Date;

(b) any defects arise from fair wear and tear the Buyer’s negligence abnormal working conditions failure to follow the Seller’s instructions (whether oral or in writing) misuse or alteration or repair of the Goods without the Seller’s approval.

(c) the Goods are not manufactured by Us, in which case the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller

(d) the Buyer shall inspect the Goods on delivery and shall within two (2) days of delivery notify the Seller of any alleged defect damage or failure to comply with description or sample. The Buyer shall afford the Seller an opportunity to inspect the Goods within a reasonable time following delivery and before any use is made of them. If the Buyer shall fail to comply with these provisions the Goods shall be conclusively presumed to be in accordance with the Contract free from any defect or damage which would be apparent on a reasonable examination of the Goods and the Buyer shall be deemed to have accepted the Goods

(e) Unless agreed in writing the Seller shall be under no liability in respect of any alleged defects in respect of any failure of the Goods to comply with any governmental statutory or other provisions relating to the Goods in the country of destination of the Goods and the Buyer acknowledge that it shall be its responsibility to ensure that the Goods comply with such provisions as may apply to the Goods

5.3 The Seller’s sole obligation for breach of the warranties set out in clauses 5.1 above shall be at its option to grant the Buyer a credit at the price at which the Goods are invoiced or to repair or replace the defective goods within a reasonable period provided that in all cases the allegedly defective goods are promptly returned to the Seller carriage paid and have been found after examination by the Seller not to have complied with the aforesaid warranties

5.4 Notwithstanding clause 5.1 all drawings specifications Goods finishes and colours or shades in the Seller’s catalogue literature and advertisements are approximate and do not constitute a trade description.

5.5 The Seller may from time to time make changes in the specification of the Goods which are required to comply with any applicable safety or statutory requirements or which do not materially affect the quality or fitness for purpose of the Goods.

5.6 All terms, conditions and warranties (whether implied or made expressly) whether by the Seller or its servants or agents or otherwise (other than those express warranties set out in the current edition of the Seller's specification) relating to the quality and/or fitness for purpose of the Goods or any of the Goods are excluded.

5.7 The Seller’s liability hereunder for any delay in performing or any failure to perform any of its obligations in relation to the Goods shall be limited to the excess (if any) of the cost to the Buyer in the cheapest available market of similar goods to replace those not performed over the Price

5.8 Except in respect of death or personal injury caused by negligence the Seller shall not be liable to the Buyer by reason of any representation or any implied warranty condition or other term or any duty at common law or under the express terms of the contract for any indirect or consequential loss or damage (whether for loss of profit or otherwise) costs expenses or other claims for consequential compensation whatsoever (and whether caused by the Seller’s negligence or the negligence of the Seller’s employees or agents or otherwise) which arise out of or in connection with the supply of Goods or their use or resale by the Buyer except as expressly provided in the Conditions.

5.9 The Buyer shall indemnify the Seller against all claims losses costs and expenses made against or suffered by the Seller arising from or incurred by reason of any loss injury of damage suffered by a third party and arising out of the Buyer’s breach of any one or more of these Conditions or use or re-sale of the Goods

6 Delivery of the Goods

6.1 Unless otherwise stipulated in the Order Confirmation, the Goods will be delivered by the Seller’s agent carrier

6.2 Where the Seller sends out an Order Confirmation before 12 noon, it will usually seek to deliver the Goods relating to that Order Confirmation on the same day. However, notwithstanding this, any date quoted for delivery of the Goods is approximate only and the Seller shall not be liable for any loss suffered by the Buyer arising from any delay in the delivery of the Goods

6.2 The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery

6.3 Time for delivery shall not be of the essence unless previously agreed by the Seller in writing and it is agreed that the Buyer shall not be entitled to terminate the Contract by reason of the Seller’s failure to deliver by the Delivery Date

6.4 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions (otherwise than by reason of the Seller’s fault) then without prejudice to any other right or remedy available to the Seller it may:-

(a) store the Goods until actual delivery and charge the Buyer the reasonable costs (including transportation and insurance) of storage; or

(b) 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 or charge the Buyer for any shortfall below the Price

6.5 The Seller shall be entitled to deliver the Goods by installments of any size and in any order

6.6 The Buyer shall be responsible for obtaining all necessary licences and permissions for the import of the Goods into the country of destination

7 Return of Goods/Cancellation

7.1 Where the Buyer is a non-trade, consumer purchaser, he/she may cancel a Contract at any time within seven (7) working days, beginning on the day after the Buyer received the Goods. In this case, the Buyer will receive a full refund of the Price paid for the Goods in accordance with the Seller refunds policy as detailed in clause 8 below. If the Buyer shall fail to comply with these provisions the Goods shall be conclusively presumed to be in accordance with the Contract free from any defect or damage which would be apparent on a reasonable examination of the Goods and the Buyer shall be deemed to have accepted the Goods

7.2 Clause 7.1 above may only be relied upon where the Buyer is a business, trade purchaser, if the Buyer cancels a Contract at any time within two (2) days beginning on the day after the Buyer received the Goods. Save for the foregoing part of this clause 7.2, the remainder of clause 7.1 above shall apply where the Buyer is a business, trade purchaser.

7.3 To cancel a Contract, the Buyer shall inform us in writing and return the Goods to us immediately by special delivery at the Buyer’s own cost and risk, in the same condition in which the Buyer received them, including without limitation unused and in the original packaging.

7.4 The Buyer shall ensure that all reasonable care is taken of the Goods whilst they are in its possession.

8. The Seller’s Refunds Policy

8.1 When the Buyer returns Goods to the Seller (for instance, because the Buyer has cancelled the Contract between the parties or because the Buyer claims that the Goods are defective), the Seller will examine the returned Goods and will notify the Buyer of the Buyer’s refund via e-mail within a reasonable period of time. The Seller will usually refund any money received from the Buyer using the same method originally used by the Buyer to pay for the purchase. The Seller will usually process the refund due to the Buyer as soon as possible and, in any case, within thirty (30) days of the day the Seller received the Buyer’s cancellation or the day the Seller confirmed to the Buyer via e-mail that the Buyer was entitled to a refund for delivery of the defective Goods.

8.2 Goods returned by the Buyer because of a defect will be refunded in full, including a refund of the delivery charges for sending the item to the Buyer and the cost incurred by the Buyer in returning the item to the Seller.

8.3 Goods returned by a Buyer within the periods set out in clause 7.1 and 7.2 above will be refunded in full, including the cost of sending the Goods to the Buyer. However, the Buyer will be responsible for the cost of returning the Goods to the Seller.

9. Title and Risk

9.1 Risk of damage to or loss of the Goods shall pass to the Buyer upon the earlier of collection by an agent carrier or delivery of the Goods to the Delivery Address

9.2 Notwithstanding delivery and the passing of risk in the Goods or any provision of these Conditions the property in the Goods shall not pass to the Buyer until the Seller has received in actual cleared funds payment in full of the Price and the price of all other Goods agreed to be sold by the Seller to the Buyer for which payment is then due

9.3 Until such time as the property in the Goods passes to the Buyer the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Buyer

10. Termination:

Without prejudice to any other right or remedy available to the Seller the Seller shall be entitled to cancel the contract or suspend any further deliveries under the contract without any liability on the Seller’s part to the Buyer and if the Goods have been delivered but not paid for the Price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary in the event that:-

(a) the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or a firm) become bankrupt or goes into liquidation (otherwise for the purposes of amalgamation or reconstruction);or

(b) an encumbrancer takes possession or a receiver is appointed of any of the Buyer’s property or assets; or

(c) the Buyer ceases or threatens to cease to carry on business; or

(d) the Buyer breaches any of these Conditions; or

(e) 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

11 General

11.1 The Seller may perform any of its obligations or exercise any of its rights hereunder itself or through its employees agents sub-contractors or suppliers

11.2 Any reference in the Conditions to any provisions of a statute shall be construed as a reference to that provision as amended re-enacted or extended at the relevant time

11.3 The headings in these Conditions are for convenience only and shall not affect the interpretation

11.4 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or other provision

11.5 No failure by the Seller to exercise any power given to the Seller or to insist upon the strict compliance by the Buyer with any obligation hereunder and no custom or practice of the parties at variance with the terms hereof shall constitute any waiver of any of the Seller’s rights under the Contract

11.6 If any provision(s) of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be affected thereby

11.7 Any notice given hereunder must be given in writing and delivered or sent by post or facsimile transmission to the residence or principal place of business of the party to whom it is addressed

11.8 Except as otherwise provided nothing in this Contract shall confer on any third party any benefit or the right to enforce any terms of this Contract

11.9 The Contract shall be governed by the Laws of England and subject to the non-exclusive jurisdiction of the United Kingdom Courts

11.10 The Seller shall not be liable for delay or non-delivery by reason of lock-outs strikes riots malicious damage labour disturbances trade disputes government action (including action by any local or statutory authority) fire floods break down of machinery any other cause whatsoever beyond its control