1 – DEFINITIONS

Buyer means the person, firm or company who purchases the Goods from Pakflatt;

Contract means any contract between Pakflatt and the Buyer for the sale and purchase of the Goods, incorporating these conditions;

Goods means any goods agreed in the Contract to be supplied to the Buyer by Pakflatt (including spare parts);

Pakflatt means Pakflatt (UK) Limited (company number NI012926) whose office is at 22 Springtown Park, Springtown Industrial Estate, Londonderry BT48 0LY; and

Specification means Pakflatt’s standard specification in force from time to time for the Goods.

2 – APPLICATION OF TERMS

2.1 The Contract shall be on these conditions to the exclusion of all other terms and conditions.

2.2 The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Pakflatt which is not set out in the Contract. Nothing in this condition shall exclude or limit Pakflatt's liability for fraudulent misrepresentation.

2.3 Each order or acceptance of a quotation for Goods by the Buyer shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions, which shall be deemed to be accepted by Pakflatt upon the earlier of its acknowledgement or delivery.

3 – DESCRIPTION

3.1 The quantity and description of the Goods shall be as set out in Pakflatt's quotation or acknowledgement of order.

3.2 All descriptions or illustrations contained in Pakflatt's catalogues or brochures are published for the sole purpose of giving an approximate idea of the Goods described in them, and do not form part of the Contract.

4 – DELIVERY

4.1 Delivery of the Goods shall take place at delivery location set out in the order or such other location as the parties may agree.

4.2 Any dates specified by Pakflatt for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice.

4.3 If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or Pakflatt is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, licences or authorisations, then: (a) risk in the Goods shall pass to the Buyer; (b) the Goods shall be deemed to have been delivered; and (c) Pakflatt may store the Goods until delivery at the Buyer ‘s cost (including, without limitation, storage and insurance).

4.4 If delivery is by separate instalments, each separate instalment shall be a separate Contract. No cancellation or termination of any one Contract shall entitle the Buyer to repudiate or cancel any other Contract.

5 – NON-DELIVERY

5.1 The quantity of Goods as recorded by Pakflatt on despatch shall be conclusive evidence of the quantity received by the Buyer on delivery.

5.2 Pakflatt shall not be liable for any non-delivery of Goods unless the Buyer gives written notice to Pakflatt of the non-delivery within 7 days of the date when the Goods should have been received.

5.3 Pakflatt’s liability for any non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.

6 – RISK/TITLE

6.1 The Goods are at the risk of the Buyer from the time of delivery. Ownership of the Goods shall not pass until Pakflatt has received in full (in cleared funds) all sums due to it in respect of the Goods and all other sums which are or become due to Pakflatt from the Buyer on any account.

6.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall: (a) store the Goods separately so that they remain readily identifiable as Pakflatt's property; and (b) maintain the Goods in satisfactory condition and insured.

6.7 On termination of the Contract, howsoever caused, Pakflatt's rights in this condition 6 shall remain in effect.

7 – PRICE

7.1 Unless otherwise agreed by Pakflatt in writing, the price for the Goods shall be the price set out in Pakflatt’s quotation or acknowledgement of order.

7.2 The price for the Goods is inclusive of the costs of packaging, but exclusive of any value added tax (if applicable) and the costs of carriage and insurance, which amounts the Buyer shall pay in addition when it is due to pay for the Goods.

8 – PAYMENT

8.1 Unless otherwise agreed in writing by Pakflatt, payment for the Goods is due in pounds sterling within 30 days of the date of the invoice. Time for payment shall be of the essence.

8.2 All payments due to Pakflatt under the Contract shall become due immediately on its termination howsoever caused.

8.3 The Buyer shall make all payments due under the Contract in full without any deduction whatsoever.

9 – QUALITY

9.1 Pakflatt warrants that on delivery, and for a warranty period of 90 days from the date of delivery, the Goods shall conform in all material respects with the Specification and shall be free from material defects in design, material and workmanship. In view of this warranty, all warranties implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

9.2 Pakflatt shall not be liable for a breach of the warranty unless: (a) the Buyer gives written notice of the defect to Pakflatt during the warranty period and within 14 days of the time when the Buyer discovers or ought to have discovered the defect; and (b) Pakflatt is given a reasonable opportunity to examine such Goods and the Buyer (if asked to do so by Pakflatt) returns such Goods to Pakflatt's place of business.

9.3 Pakflatt shall not be liable for a breach of the warranty if: (a) the Buyer makes any further use of such Goods after giving such notice; (b) the defect arises because the Buyer failed to follow Pakflatt's instructions as to the storage, assembly, use or maintenance of the Goods; (c) the defect arises as a result of following any drawing, design or specification supplied by the Buyer; (d) the Buyer alters or repairs such Goods without Pakflatt’s prior written consent; (e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or (f) such Goods differ from the Specification as a result of changes made to ensure that they comply with statutory or regulatory requirements.

9.4 Subject to condition 9.2 and 9.3, if any of the Goods do not conform with the warranty, Pakflatt shall, at its option, repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate. If Pakflatt complies with this condition 9.4 it shall have no further liability for a breach of the warranty in respect of such Goods.

10 – LIMITATION OF LIABILITY

10.1 This condition 10 sets out the total financial liability of Pakflatt (including, the acts or omissions of its employees, agents and sub-contractors) to the Buyer arising out of or in connection with the Contract.

10.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

10.3 Nothing in these conditions excludes or limits the liability of Pakflatt for death or personal injury caused by Pakflatt's negligence or for fraud or fraudulent misrepresentation.

10.4 Subject to condition 10.3: (a) Pakflatt's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising out of or in connection with the Contract shall be limited to the relevant Contract price; and (b) Pakflatt shall not be liable to the Buyer for any direct, indirect or consequential loss (including, without limitation, pure economic loss, loss of profits, loss of business and depletion of goodwill and similar loss) costs, damages, charges or expenses (howsoever caused) which arise out of or in connection with the Contract.

11 – TERMINATION

11.1 Without limiting its other rights or remedies, Pakflatt may terminate this Contract with immediate effect by giving written notice to the Buyer if: (a) the Buyer fails to pay any amount due under the Contract on the due date for payment; (b) the Buyer commits any other breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of being notified in writing to do so; or (c) the Buyer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

11.2 Without limiting its other rights or remedies, Pakflatt may suspend provision of the Goods under the Contract or any other contract between the Buyer and Pakflatt if the Buyer becomes subject to any of the events listed in condition 11.1(c) or Pakflatt reasonably believes that the Buyer is about to become subject to any of them, or if the Buyer fails to pay any amount due under the Contract on the due date for payment.

11.3 Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

12 – ASSIGNMENT

Neither party shall assign the Contract or any part of it without the other party’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned).

13 – FORCE MAJEURE

Pakflatt reserves the right to defer the date of delivery, cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond its reasonable control including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, fire, flood, strikes or other labour disputes, or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.

14 – GENERAL

14.1 If any provision of the Contract is found by any court or body of competent jurisdiction to be wholly or partly illegal, invalid, void, or unenforceable it shall, to the extent of such illegality, invalidity, voidness or unenforceability, be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

14.2 Failure or delay by Pakflatt in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.

14.3 Any waiver by Pakflatt of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.

14.4 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

14.5 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by the law of Northern Ireland and the parties submit to the exclusive jurisdiction of the courts of Northern Ireland.