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Terms and Conditions
1. DEFINITIONS: In these Terms and Conditions of Sale, "Seller" means Pactrol Controls Ltd; "Buyer" means the person, firm, company or corporation by whom the order is given; "Goods" means the goods (including any Software and Documentation, as defined in Clause 10) described in Seller's Acknowledgement of Order form; “Services” means the services described in Seller’s Acknowledgement of Order Form; "Contract" means the written agreement (including these Terms and Conditions) made between Buyer and Seller for the supply of the Goods and/or provision of Services; "Contract Price" means the price payable to Seller by Buyer for the Goods and/or Services and “Seller Affiliate” means any company which is for the time being directly or indirectly controlled by the ultimate parent company of Seller. For the purposes of this definition, a company is directly controlled by or is a subsidiary of another company or companies which holds 50% or more of the shares carrying the right to vote at a general meeting of the first mentioned company and a particular company is indirectly controlled by another company or companies if a series of companies can be specified, beginning with that company or those companies and ending with the particular company, so related that each company in the series is directly controlled by one or more of the companies earlier in the series.
2. THE CONTRACT:
2.1 All orders must be in writing and are accepted subject to these Terms and Conditions of Sale. No terms or conditions put forward by Buyer and no representations, warranties, guarantees or other statements not contained in Seller's quotation or Acknowledgement of Order nor otherwise expressly agreed in writing by Seller shall be binding on Seller.
2.2 The Contract shall become effective only upon the date of acceptance of Buyer's order on Seller's Acknowledgement of Order form or upon the date of fulfilment of all conditions precedent stipulated in the Contract, whichever is the later (the "Effective Date "). If the details of the Goods or Services described in Seller's quotation differ from those set out in the Acknowledgement of Order Form the latter shall apply.
2.3 No alteration or variation to the Contract shall apply unless agreed in writing by both parties. However, Seller reserves the right to effect minor modifications and/or improvements to the Goods before delivery provided that the performance of the Goods is not adversely affected and that neither the Contract Price nor the delivery date is affected.
3. VALIDITY OF QUOTATION AND PRICES:
3.1 Unless previously withdrawn, Seller's quotation is open for acceptance within the period stated therein or, when no period is so stated, within thirty days after its date.
3.2 Prices are firm for delivery within the period stated in Seller's quotation and are exclusive of (a) Value Added Tax and (b) any similar and other taxes, duties, levies or other like charges arising outside the United Kingdom in connection with the performance of the Contract.
3.3 Prices (a) are for Goods delivered EXW (Ex works) Seller’s shipping point, exclusive of freight, insurance and handling and (b) unless otherwise stated in the Seller's quotation, are exclusive of packing. If the Goods are to be packed, packing materials are non-returnable.
4. PAYMENT:
4.1 Payment shall be made in full without set-off, counterclaim or withholding of any kind (save where and to the extent that this cannot by law be excluded), in the currency of Seller's quotation within thirty days of date of invoice. Goods will be invoiced at any time after their readiness for despatch has been notified to Buyer. Services will be invoiced monthly in arrears or, if earlier, upon completion. Without prejudice to Seller's other rights, Seller reserves the right to: charge interest on any overdue sums at 4% above the base lending rate of Barclays bank plc(or such higher rate stipulated by applicable law) during the period of delay; and to suspend performance of the Contract (including withholding shipment) in the event that Buyer fails to make payment when due under the Contract or any other contract.
2. THE CONTRACT:
2.1 All orders must be in writing and are accepted subject to these Terms and Conditions of Sale. No terms or conditions put forward by Buyer and no representations, warranties, guarantees or other statements not contained in Seller's quotation or Acknowledgement of Order nor otherwise expressly agreed in writing by Seller shall be binding on Seller.
2.2 The Contract shall become effective only upon the date of acceptance of Buyer's order on Seller's Acknowledgement of Order form or upon the date of fulfilment of all conditions precedent stipulated in the Contract, whichever is the later (the "Effective Date "). If the details of the Goods or Services described in Seller's quotation differ from those set out in the Acknowledgement of Order Form the latter shall apply.
2.3 No alteration or variation to the Contract shall apply unless agreed in writing by both parties. However, Seller reserves the right to effect minor modifications and/or improvements to the Goods before delivery provided that the performance of the Goods is not adversely affected and that neither the Contract Price nor the delivery date is affected.
3. VALIDITY OF QUOTATION AND PRICES:
3.1 Unless previously withdrawn, Seller's quotation is open for acceptance within the period stated therein or, when no period is so stated, within thirty days after its date.
3.2 Prices are firm for delivery within the period stated in Seller's quotation and are exclusive of (a) Value Added Tax and (b) any similar and other taxes, duties, levies or other like charges arising outside the United Kingdom in connection with the performance of the Contract.
3.3 Prices (a) are for Goods delivered EXW (Ex works) Seller’s shipping point, exclusive of freight, insurance and handling and (b) unless otherwise stated in the Seller's quotation, are exclusive of packing. If the Goods are to be packed, packing materials are non-returnable.
4. PAYMENT:
4.1 Payment shall be made in full without set-off, counterclaim or withholding of any kind (save where and to the extent that this cannot by law be excluded), in the currency of Seller's quotation within thirty days of date of invoice. Goods will be invoiced at any time after their readiness for despatch has been notified to Buyer. Services will be invoiced monthly in arrears or, if earlier, upon completion. Without prejudice to Seller's other rights, Seller reserves the right to: charge interest on any overdue sums at 4% above the base lending rate of Barclays bank plc(or such higher rate stipulated by applicable law) during the period of delay; and to suspend performance of the Contract (including withholding shipment) in the event that Buyer fails to make payment when due under the Contract or any other contract.
5. DELIVERY PERIOD:
5.1 Unless otherwise stated in Seller's quotation, all periods stated for delivery or completion run from the Effective Date and are to be treated as estimates only not involving any contractual obligations.
5.2 If Seller is delayed in or prevented from performing any of its obligations under the Contract due to the acts or omissions of Buyer or its agents (including but not limited to failure to provide specifications and/or fully dimensioned working drawings and/or such other information as Seller reasonably requires to proceed expeditiously with its obligations under the Contract), the delivery/completion period and the Contract Price shall both be adjusted accordingly.
5.3 If delivery is delayed due to any act or omission of Buyer, or if having been notified that the Goods are ready for despatch, Buyer fails to take delivery or provide adequate shipping instructions, Seller shall be entitled to place the Goods into a suitable store at Buyer's expense. Upon placing the Goods into the store, delivery shall be deemed to be complete, risk in the Goods shall pass to Buyer and Buyer shall pay Seller accordingly.
6. FORCE MAJEURE:
6.1 The Contract (other than Buyer's obligation to pay all sums due to Seller in accordance with the Contract) shall be suspended, without liability, in the event and to the extent that its performance is prevented or delayed due to any circumstance beyond the reasonable control of the party affected, including but not limited to: Act of God, war, armed conflict or terrorist attack, riot, fire, explosion, accident, flood, sabotage; governmental decisions or actions (including but not limited to prohibition of exports or re-exports or the failure to grant or the revocation of applicable export licenses), or labour trouble, strike, lockout or injunction. Seller shall have no obligation to supply any hardware, software, services or technology unless and until it has received any necessary licences or authorisations or has qualified for general licences or licence exceptions under applicable import, export control and sanctions laws, regulations, orders and requirements, as they may be amended from time to time (including without limitation those of the United States, the European Union and the jurisdiction in which Seller is established or from which the items are supplied). If for any reason any such licenses, authorisations or approvals are denied or revoked, or if there is a change in any such applicable laws, regulations, orders or requirements that would prohibit Seller from fulfilling the Contract, or would in the reasonable judgement of Seller otherwise expose Seller and/or Seller’s Affiliate(s) to a risk of liability under applicable laws, regulations, orders or requirements, Seller shall be relieved without liability of all obligations under the Contract.
6.2 If either party is delayed or prevented from performance of its obligations by reason of this Clause for more than 180 consecutive calendar days, either party may terminate the then unperformed portion of the Contract by notice in writing given to the other party, without liability provided that Buyer shall be obliged to pay the reasonable cost and expense of any work in progress and to pay for all Goods delivered and Services performed as at the date of termination. Seller may deliver by instalments and if so each delivery shall constitute a separate contract and failure by Seller to deliver any one or more of the instalments in accordance with their terms shall not entitle Buyer to terminate the whole Contract or treat it as repudiated.
7. INSPECTION, TESTING, AND CALIBRATION:
7.1 Goods will be inspected by Seller or manufacturer and, where practicable, submitted to Seller's or manufacturer's standard tests before despatch. Any additional tests or inspection (including inspection by Buyer or its representative, or tests in the presence of Buyer or its representative and/or calibration) or the supply of test certificates and/or detailed test results shall be subject to Seller's prior written agreement and Seller reserves the right to charge therefor; if Buyer or its representative fails to attend such tests, inspection and/or calibration after seven days' notice that the Goods are ready therefor, the tests, inspection and/or calibration will proceed and shall be deemed to have been made in the presence of Buyer or its representative and the Seller's statement that the Goods have passed such testing and/or inspection and/or have been calibrated shall be conclusive.
7.2 No claims for shortfalls in quantity or for incorrect delivery may be made more than 14 days after delivery.
8. DELIVERY, RISK & TITLE:
8.1 Unless otherwise expressly stated in the Contract, the Goods will be delivered Carriage Paid To (CPT) the destination named in the Contract; freight, packing and handling will be charged at Seller’s standard rates. Risk of loss of or damage to the Goods shall pass to Buyer upon delivery as aforesaid and Buyer shall be responsible for insurance of the Goods after risk has so passed. Alternatively, if it is expressly stated in the Contract that Seller is responsible for the insurance of the Goods after their delivery to the carrier, such insurance will be charged at Seller’s standard rates. "Ex-works", "FCA", “CPT” and any other delivery terms used in the Contract shall be defined in accordance with the latest version of Incoterms.
8.2 Subject to Clause 9, title to the Goods shall pass to Buyer upon delivery in accordance with Clause 8.1.
9. DOCUMENTATION AND SOFTWARE:
9.1 Title to and ownership of the copyrights in software and/or firmware incorporated into or provided for use with the Goods ("Software") and documentation supplied with the Goods ("Documentation") shall remain with the relevant Seller Affiliate (or such other party as may have supplied the Software and/or Documentation to Seller) and is not transferred hereby to Buyer.
9.2 Except as otherwise provided herein, Buyer is hereby granted a non-exclusive, royalty-free licence to use the Software and Documentation in conjunction with the Goods, provided that and for so long as the Software and Documentation are not copied and Buyer holds the Software and Documentation in strict confidence and does not disclose them to others, or permit others to have access to them (other than Seller's standard operating and maintenance manuals). Buyer may transfer the foregoing licence to another party which purchases, rents or leases the Goods, provided the other party accepts and agrees in writing to be bound by the conditions of this Clause 9.
9.3 Notwithstanding Sub-clause 9.2, Buyer’s use of certain Software, (as specified by Seller and including but not limited to control system and AMS Software) shall be governed exclusively by the applicable Seller Affiliate or third party licence agreement.
9.4 Seller and Seller Affiliates shall retain ownership of all inventions, designs and processes made or evolved by them and save as set out in this Clause 9 no rights in intellectual property are hereby granted.
10. DEFECTS AFTER DELIVERY:
10.1 Seller warrants (i) subject to the other provisions of the Contract, good title to and the unencumbered use of the Goods; (ii) that Goods manufactured by Seller’s Affiliates shall conform with Seller's specifications therefor and be free of defects in materials and workmanship and (iii) that Services provided by Seller or Seller Affiliates will be performed with all reasonable skill, care and due diligence and in accordance with good engineering practice. Seller will make good, by repair or at Seller's option by the supply of a replacement part or parts, any defects which, under proper use, care and maintenance, appear in Goods of Seller’s Affiliates' manufacture and which are reported to Seller within 12 calendar months from putting such Goods into operation or 18 calendar months after their delivery, whichever period expires the sooner, (90 days after delivery in the case of Consumables and spare parts) (the "Warranty Period") and which arise solely from faulty materials or workmanship: provided always that defective items are returned to Seller at Buyer’s cost carriage and insurance prepaid within the Warranty Period. (“Consumables” shall include glass electrodes, membranes, liquid junctions, electrolyte and O-rings). Replaced items shall become the property of the Emerson Process Management group. Repaired or replacement items will be delivered by Seller at Seller’s cost to Buyer's mainland site in the United Kingdom or, if Buyer is located outside the United Kingdom, FCA in the United Kingdom. Seller will correct defects in Services provided by Seller or Seller Affiliates and reported to Seller within ninety days after completion of such Services. Goods or Services repaired, replaced or corrected in accordance with this Clause 10.1 shall be subject to the foregoing warranty for the unexpired portion of the Warranty Period or for ninety days from the date of their return to Buyer (or completion of correction in the case of Services), whichever expires the later.
10.2 Products or Services sourced by Seller from a third party (not being a Seller Affiliate) for resale to Buyer shall carry only the warranty extended by the original manufacturer.
10.3 Notwithstanding Clauses 10.1 and 10.2, Seller shall not be liable for any defects caused by: fair wear and tear; materials or workmanship made, furnished or specified by Buyer; non-compliance with Seller's storage, installation, operation or environmental requirements; lack of proper maintenance; any modification or repair not previously authorised by Seller in writing; nor the use of non-authorised software or spare or replacement parts. Seller's costs incurred in investigating and rectifying such defects shall be paid by Buyer upon demand. Buyer shall at all times remain solely responsible for the adequacy and accuracy of all information supplied by it.
10.4 Subject to Clause 12.1, the foregoing constitutes Seller's sole warranty and Buyer's exclusive remedy for breach thereof. No representations, warranties or conditions of any kind, express or implied, shall apply as to satisfactory quality, merchantability, fitness for any particular purpose or any other matter with respect to any of the Goods or Services.
11. PATENT, ETC. INFRINGEMENT:
11.1 Subject to the limitations set forth in Clause 12, Seller shall indemnify Buyer in the event of any claim for infringement of Letters Patent, Registered Design, Design Right, Trade Mark or Copyright ("Intellectual Property Rights") issued at the date of formation of the Contract arising from the use or sale of the Goods, against all reasonable costs and damages awarded against Buyer in any action for such infringement, or for which Buyer may become liable in any such action, provided always that Seller shall not be liable to so indemnify Buyer in the event that:
(i) such infringement arises as a result of Seller having followed a design or instruction furnished or given by Buyer, or the Goods having been used in a manner or for a purpose or in a country not specified by or disclosed to Seller prior to the date of the Contract or in association or combination with any other equipment or software, or
(ii) Seller has at its expense procured for Buyer the right to continue to use the Goods or has modified or replaced the Goods so that the Goods no longer infringe.
(iii) Buyer has failed to give Seller the earliest possible notice in writing of any claim made or to be made or of any action threatened or brought against Buyer and/or Buyer has failed to permit Seller, at Seller's expense, to conduct and control any litigation that may ensue and all negotiations for a settlement of the claim, or
(iv) Buyer has made without Seller's prior written consent any admission which is or may be prejudicial to Seller in respect of any such claim or action, or
(v) the Goods have been modified without Seller's prior written authorisation.
11.2 Buyer warrants that any design or instructions furnished or given by it shall not cause Seller to infringe any Intellectual Property Rights in the performance of Seller's obligations under the Contract and shall indemnify Seller against all reasonable costs and damages which Seller may incur as a result of any breach of such warranty.
12. LIMITATION OF LIABILITY:
12.1 Notwithstanding any other provision of the Contract, but subject to Sub-clause 12.2, and without prejudice to Sub-clause 12.3, Seller’s and Seller’s Affiliates’ combined maximum aggregate liability for any and all losses, liabilities, expenses (including legal expenses), damages, claims or actions incurred under or in connection with this Contract or any collateral contract between the parties, arising in or by virtue of breach of contract, tort (including negligence), misrepresentation, breach of statutory duty, strict liability, infringement of Intellectual Property Rights or otherwise, shall in no circumstances exceed: (i) £1,000,000 for loss of or damage to physical property, and (ii) in all other cases, the Contract Price, in either case.
12.2 Notwithstanding any other provision of the Contract but without prejudice to Sub-clause 12.3, neither Seller nor Seller’s Affiliates shall be liable under or in connection with this Contract or any collateral contract between the parties, for any:
(i) loss of income; (ii) loss of actual or anticipated profits; (iii) loss of anticipated savings; (iv) increased costs of any kind; (iv) loss of business; (v) loss of contracts; (vi) loss of goodwill or reputation; (viii) loss of, damage to or corruption of data; (ix) claims of Buyer’s customers or (x) any indirect or consequential loss or damage of any kind,
howsoever caused and whether arising in or by virtue of:
(i) breach of contract; (ii) tort (including negligence); (iii) misrepresentation; (iv) breach of statutory duty; (v) strict liability; or (vii) infringement of Intellectual Property Rights,
whether or not such loss or damage was foreseeable or in the contemplation of the parties.
12.3 Nothing in this Contract or any collateral contract shall exclude or in any way limit Seller’s or Seller’s Affiliates’ liability (i) for fraud, (ii) for death or personal injury caused by Seller’s negligence (including negligence as defined in the Unfair Contract Terms Act 1977), (iii) for breach of terms implied as to title by section 12 Sale of Goods Act 1979 or section 2 Supply of Goods and Services Act 1982, or (iv) for any liability to the extent that such liability may not be limited or excluded as a matter of law.
13. STATUTORY AND OTHER REGULATIONS:
13.1 If Seller's obligations under the Contract shall be increased or reduced by reason of the making or amendment after the date of Seller's quotation of any law or any order, regulation or bye-law having the force of law that shall affect the performance of Seller's obligations under the Contract, the Contract Price and delivery period shall be adjusted accordingly and/or performance of the Contract suspended or terminated, as appropriate.
13.2 Except to the extent otherwise required by applicable law, Seller shall have no responsibility for the collection, treatment, recovery or disposal of (i) the Goods or any part thereof when they are deemed by law to be 'waste' or (ii) any items for which the Goods or any part thereof are replacements. If Seller is required by applicable law, including waste electrical and electronic equipment legislation, European Directive 2002/96/EC (WEEE) and related legislation in EU Member States, to dispose of 'waste' Goods or any part thereof, Buyer shall, unless prohibited by applicable law, pay Seller, in addition to the Contract Price, either (i) Seller's standard charge for disposing of such Goods or (ii) if Seller does not have such a standard charge, Seller's costs (including all handling, transportation and disposal costs and a reasonable mark-up for overhead) incurred in disposing of such Goods.
13.3 Buyer's personnel shall, whilst on Seller's premises, comply with Seller's applicable site regulations and Seller's reasonable instructions, including but not limited to those relating to safety, security and electrostatic discharge.
14. COMPLIANCE WITH LAWS
Buyer agrees that all applicable import, export control and sanctions laws, regulations, orders and requirements, as they may be amended from time to time, including without limitation those of the United States, the European Union and the jurisdictions in which Seller and Buyer are established or from which items may be supplied, and the requirements of any licenses, authorisations, general licences or licence exceptions relating thereto will apply to its receipt and use of hardware, software, services and technology. In no event shall Buyer use, transfer, release, export or re-export any such hardware, software or technology in violation of such applicable laws, regulations, orders or requirements or the requirements of any licences, authorisations or licence exceptions relating thereto. Buyer agrees furthermore that it shall not engage in any activity that would expose the Company or any of its affiliates to a risk of penalties under laws and regulations of any relevant jurisdiction prohibiting improper payments, including but not limited to bribes, to officials of any government or of any agency, instrumentality or political subdivision thereof, to political parties or political party officials or candidates for public office, or to any employee of any customer or supplier. Buyer agrees to comply with all appropriate legal, ethical and compliance requirements.
15. DEFAULT, INSOLVENCY AND CANCELLATION:
Seller shall be entitled, without prejudice to any other rights it may have, to cancel the Contract forthwith, wholly or partly, by notice in writing to Buyer, if (a) Buyer is in default of any of its obligations under the Contract and fails, within 30 (thirty) days of the date of Seller's notification in writing of the existence of the default, either to rectify such default if it is reasonably capable of being rectified within such period or, if the default is not reasonably capable of being rectified within such period, to take action to remedy the default or (b) on the occurence of an Insolvency Event in relation to Buyer. "Insolvency Event" in relation to a person means any of the following: (i) a meeting of creditors of that person being held or an arrangement or composition with or for the benefit of its creditors (including a voluntary arrangement as defined in the Insolvency Act 1986) being proposed by or in relation to that person; (ii) a chargeholder, receiver, administrative receiver or similar person taking possession of or being appointed over or any distress, execution or other process being levied or enforced (and not being discharged within seven days) on the whole or a material part of the assets of that person; (iii) that person ceasing to carry on business or being unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; (iv) that person or its directors or the holder of a qualifying floating charge giving notice of their intention to appoint, or making an application to the court for the appointment of , an administrator; (v) a petition being presented (and not being discharged within 28 days) or a resolution being passed or an order being made for the administration or the winding-up, bankruptcy or dissolution of that person; or (vi) the happening in relation to that person of an event analogous to any of the above in any jurisdiction in which it is incorporated or resident or in which it carries on business or has assets. Seller shall be entitled to recover from Buyer or Buyer's representative all costs and damages incurred by Seller as a result of such cancellation, including a reasonable allowance for overheads and profit (including but not limited to loss of prospective profits and overheads).
16. SUPPLEMENTARY TERMS AND CONDITIONS:
If the Goods comprise or include a control system, Seller's Supplementary Terms and Conditions Applicable to the Supply of Control Systems and Related Services shall apply to the control system and related services only. Such Supplementary Terms and Conditions shall take precedence over these Standard Terms and Conditions of Sale; copies are available from Seller upon request.
17. MISCELLANEOUS:
17.1 No waiver by either party with respect to any breach or default or of any right or remedy and no course of dealing, shall be deemed to constitute a continuing waiver of any other breach or default or of any other right or remedy, unless such waiver be expressed in writing and signed by the party to be bound.
17.2 If any clause, sub-clause or other provision of the Contract is invalid under any statute or rule of law, such provision, to that extent only, shall be deemed to be omitted without affecting the validity of the remainder of the Contract.
17.3 Buyer shall not be entitled to assign its rights or obligations hereunder without the prior written consent of Seller.
17.4 Seller enters into theContract as principal. Buyer agrees to look only to Seller for due performance of the Contract.
17.5GOODS AND SERVICES PROVIDED HEREUNDER ARE NOT SOLD OR INTENDED FOR USE IN ANY NUCLEAR OR NUCLEAR RELATED APPLICATIONS. Buyer (i) accepts Goods and Services in accordance with the foregoing restriction, (ii) agrees to communicate such restriction in writing to any and all subsequent purchasers or users and (iii) agrees to defend, indemnify and hold harmless Seller and Seller’s Affiliates from any and all claims, losses, liabilities, suits, judgements and damages, including incidental and consequential damages, arising from use of Goods and Services in any nuclear or nuclear related applications, whether the cause of action be based in tort, contract or otherwise, including allegations that the Seller's liability is based on negligence or strict liability.
17.6 The Contract shall in all respects be construed in accordance with the laws of England excluding, however, any effect on such laws of the 1980 Vienna Convention on Contracts for the International Sale of Goods. All disputes arising out of the Contract shall be subject to the exclusive jurisdiction of the English courts.
17.7 The headings to the Clauses and paragraphs of the Contract are for guidance only and shall not affect the interpretation thereof.
17.8 All notices and claims in connection with the Contract must be in writing.
SUPPLEMENTARY TERMS AND CONDITIONS APPLICABLE TO THE SUPPLY OF CONTROL SYSTEMS AND RELATED SERVICES
These Supplementary Terms and Conditions shall apply to the supply of control systems and related services and they are supplementary to Seller's Standard Terms and Conditions of Sale - Product & Control Systems set out above ("Standard Conditions of Sale"); in the event of any conflict between these Supplementary Terms and Conditions and the Standard Conditions of Sale, the former shall prevail.
Part 1 - Applicable in all cases:-
S1. DEFINITIONS:
S1.1 In these Supplementary Terms and Conditions the following words shall have the following meanings:
Base Specification - the specification which details the extent of supply of Equipment and Programs and includes, where applicable, an outline description of Buyer's process to be controlled by the System and the control functions to be incorporated into the System.
Commissioning- the checking, adjusting, testing and proving of the System following Installation and/or the setting to work of the System in conjunction with the Plant, all as specified in the Contract.
Configuration - the application of the Equipment and/or Programs to the specific requirements of the Contract, as detailed in the Base and/or Detailed Design Specifications (as applicable).
Contract Price - the total price payable for the System and, where appropriate, licence fees for Programs and lump sum payments for Site Work (if applicable), as identified in the Contract.
Data - information, instructions, specifications, drawings, designs, technical details, literature, Programs, marketing and advertising literature, catalogues, computer printouts and any other type of documentation.
Detailed Design Specification - the specification which details the Configuration, including the functionality of the System, particularly with respect to interfaces between the System and the Plant, the features of the System and the interaction between such interfaces and features.
Equipment - all machinery, apparatus, articles, materials and things (not including Programs) provided by Seller.
Factory Acceptance Tests - the inspection and tests performed on the System at Seller's or manufacturer's works after Staging/Assembly and before delivery, in accordance with the Factory Acceptance Test Specification.
Factory Acceptance Test Specification - the specification which details the Factory Acceptance Tests.
Installation - the fixing into position of the various items of the System, their connection to the Plant and to the electrical power and/or air supplies (as applicable).
Plant - all facilities, machinery, apparatus, articles, materials and things to be provided by Buyer on the Site to be used in conjunction with or in association with the System and/or the Installation and/or Commissioning of the System.
Programs - computer programs in any medium, software, firmware and combinations thereof, instruction manuals and documentation to be provided by Seller.
Seller's Personnel - employees of Seller, Seller Affiliates and/or Seller’s subcontractors .
Site - the place(s) identified in the Contract where the System is to be installed.
Site Acceptance Tests - the tests (if any) to be carried out on Site to demonstrate that the System is capable of achieving the functions set out in the Specification.
Site Acceptance Test Specification - the specification which details the Site Acceptance Tests.
Site Work - Services (if any) to be provided by Seller on Site in accordance with the Contract.
Specification - the specification of the System incorporated into the Contract, as supplemented, amended and/or qualified by the Base Specification and the Detailed Design Specification.
Software Licence - the software licence agreement(s) applicable to the Programs.
Staging/Assembly - the assembly of the System in Seller's or Seller Affiliate’s works, including the interconnection of the separate items of Equipment and where applicable the integration of Equipment and Programs (and if required under the Contract, any items of Plant free issued to Seller in accordance with Clause S6 - Free Issue Materials) into the System.
System - the combination of Equipment, Programs and Configuration, as detailed in the Specification.
S1.2 Subject to Clause S2, throughout the Standard Conditions of Sale "Goods" shall have the same meaning as "System".
S2. SOFTWARE LICENCES: copyright in and title to all Programs supplied by Sellershall remain with the relevant Seller Affiliate or the third party owner(s) thereof. Execution of the appropriate Seller Affiliate and/or third party Software Licence(s) shall be a condition precedent to the delivery by Seller of the Programs or any Equipment containing such Programs. The Programs shall be exclusively governed by the terms and conditions of such Software Licence(s) and Sub-clauses 9.1, 9.2 and 9.3 of the Standard Terms and Conditions shall not apply.
S3. PAYMENT:
S3.1 Payment shall be made in full, in the currency of Seller's quotation, within thirty (30) days of the dates of Seller's invoices which will be rendered as follows:
15% of the Contract Price - on receipt of Buyer's written order or written instruction to put work in hand, whichever is the sooner.
20% of the Contract Price - on delivery by Seller of the Functional Design Specification for Buyer’s approval.
35% of the Contract Price - on receipt by Seller of materials for Staging/Assembly of the System.
15% of the Contract Price – at start of Factory Acceptance Tests.
15% of the Contract Price - on Seller's notification of readiness to deliver the System.
(Where the implementation programme is phased, Seller may submit invoices as above for the portion of the Contract Price applicable to each such phase).
Any sums other than the Contract Price - monthly in arrears.
S3.2 Payment shall not be withheld on account of minor defects or omissions which do not materially affect the functionality of the System.
S3.3 Buyer shall be deemed to have waived the right to dispute any of Seller's invoices unless Buyer shall have notified Seller of any dispute (stating in full the reason for the dispute) in writing within thirty (30) days of the date of submission of the invoice to Buyer. All undisputed invoices shall become due and payable in accordance with Clause S3.1 or S16.2, as the case may be.
S4. BUYER'S DATA:
S4.1 Should Seller become aware of any errors, inaccuracies, inconsistencies or ambiguities in the Data provided by Buyer, it shall advise Buyer of same; it being recognised by Buyer that Seller shall have no obligation to verify or otherwise assess the correctness of Data provided to it. Buyer shall promptly advise Seller if Buyer becomes aware of any inaccuracy or error in Seller's interpretation of Buyer's Data.
S4.2 If the System is or incorporates an emergency shutdown, fire and gas detection or other safety system (hereinafter referred to as a "Safety System"), Buyer shall be solely responsible for the definition of the parameters of the shutdown, detection or other safety process in question and of the methodology to be employed (hereinafter referred to as the "Logic") to effect the safe shutdown or other operation of the Safety System.
S4.3 Buyer shall indemnify and hold Seller fully harmless against all claims, liabilities, costs, losses and/or expenses of any kind whatsoever arising directly or indirectly as the result of Seller having acted upon, or carried out the Configuration of the System in accordance with Buyer's or its representative's, agent's or servant's instructions, Data, or (in the case of Safety Systems) Logic.
S5. SUPPLY OF DATA BY SELLER:
S5.1 If, under the Contract, Seller is required to submit to Buyer for Buyer's approval copies of specifications and/or drawings, unless otherwise stated in the Contract two copies only shall be submitted. Such specifications and drawings submitted shall be approved within the periods agreed, or when no periods are agreed, within fourteen (14) days from the date of submission. They shall be deemed to have been approved upon expiry of such period if Buyer shall not have given his approval or otherwise in writing before expiry thereof.
S5.2 Seller will, as provided in the Contract, provide Buyer with the following:-
a) Drawings - Three copies of dimensional drawings of items manufactured by Seller or its affiliate(s), and one copy of dimensional drawings of all other items, for Installation purposes.
b) Instruction books - Two sets of applicable instructions (one set only in respect of Equipment and/or Programs not manufactured or produced by Seller or its affiliate(s)) for the routine operation and maintenance of the System.
c) Test certificates - One certificate for each item of Equipment.
d) Programs - One set of Programs on the appropriate medium as defined by Seller.
Additional copies of these items may be requested at prices to be agreed, subject to availability in the case of items not manufactured by Seller or its affiliate(s). In no event shall Seller be obliged to supply manufacturing drawings of Equipment or source code or object code for Programs.
S5.3 Buyer shall promptly advise Seller if Buyer becomes aware of any inadequacy or error in Seller's Data.
S6. FREE-ISSUE MATERIAL:
Whilst it is in Seller's custody, Seller shall be responsible to Buyer for the care and control of all material free-issued by Buyer under the Contract. Seller shall replace at its cost all such material which is lost, or destroyed or damaged by reason only of Seller's negligence. In all other circumstances Buyer shall bear the risk of all loss and/or damage to such materials at all times and shall indemnify Seller against any and all claims, losses, damages, actions, costs and expenses arising as a result of damage, death or injury to Seller or to any third party caused directly or indirectly to or by any such materials. Seller shall promptly notify Buyer of any defects in such materials as and when Seller becomes aware of any such defect and Buyer shall be responsible for arranging for the rectification or removal of such defects. Seller undertakes, where appropriate, to use such materials in accordance with the manufacturer's instructions (to the extent they have been made known to Seller by Buyer).
S7. INSPECTION AND WORKS TEST:
S7.1 The System shall be submitted to the Factory Acceptance Tests before despatch. If Buyer wishes to inspect the Equipment or to witness any tests, such viewing shall be mutually agreed and Seller will give Buyer 7 (seven) days' notice in writing of when the System will be available for the performance of Factory Acceptance Tests.
S7.2 In the event that Buyer or his representative fail to attend for the Factory Acceptance Tests on the due date, Seller shall be entitled to proceed in their absence and the results of such tests shall be deemed to be in accordance with the Factory Acceptance Test certificate issued by Seller. Such certificate may record that the Factory Acceptance Tests had been carried out in the absence of Buyer or its representative and/or that the System had passed the Factory Acceptance Tests subject to reservations relating to minor defects, which are to be remedied by Seller at a time to be agreed.
S7.3 If during the Factory Acceptance Tests any of the System is found not to be in accordance with the Specification, Seller shall promptly remedy the defect. Thereafter (save in the case of minor defects not affecting the functionality of the System) the Factory Acceptance Tests shall be repeated in accordance with this Clause S7, insofar as it is necessary to demonstrate that the System fully conforms with the Specification.
S7.4 If the Factory Acceptance Tests show that the System meets the Specification and if Buyer or his representative has attended the Factory Acceptance Test, then Buyer or his representative shall sign an Acceptance Certificate accordingly. The Acceptance Certificate may record that the System has passed the Factory Acceptance Tests but subject to reservations relating to minor defects which will be remedied by Seller at a time to be agreed.
S7.5 Buyer shall be deemed to have accepted the System upon issue of the test certificate referred to in Sub-Clause S7.2 or, as the case may be, upon signature of the Acceptance Certificate referred to in Sub-Clause S7.4.
S8. PACKING AND TRANSPORT:
The System will be packed in accordance with Seller's or manufacturer's standard packing specification for delivery by "Air Ride" road vehicle. Such packing is included in the Contract Price; however, packing materials are non-returnable.
S9. WARRANTY:
S9.1 Seller's warranty given in Clause 10.1 (ii) of the Standard Terms and Conditions of Sale shall be amended to read "that Goods manufactured by Seller’s affiliates shall conform to the requirements of the Specification and shall be free of defects”. Clause 10 shall not apply to Programs; the warranty for Programs is set out in the appropriate Software Licence.
S9.2 Seller shall not be liable for failure to attain any specific availability levels quoted unless it has guaranteed them subject to a limitation of its liability in respect thereof, subject to agreed tolerances, and, where appropriate, subject to a bonus for improvement in performance levels quoted.
S9.3 The provisions of Clause 10 of the Standard Terms and Conditions of Sale, together with the foregoing, constitutes Seller's sole warranty and Buyer's exclusive remedy for breach thereof. No representations, warranties or conditions of any kind, express or implied, shall apply as to merchantability, fitness for any particular purpose or any other matter with respect to any part of the System or Services.
S10. CONFIDENTIALITY:
S10.1 Seller undertakes for a period of ten (10) years from the date of formation of the Contract to keep confidential and not to disclose to any third party without Buyer's written consent any Data supplied by Buyer relating to the Plant or Buyer's processes which have been designated in writing by Buyer as confidential, except as may be necessary for the proper performance of the Contract or where required by law to do so.
S10.2 Buyer shall for a period of ten (10) years from the date of the Contract keep confidential and not disclose to others without Seller's prior permission in writing any Data whether of a commercial or technical nature, acquired from Seller and shall use the same only for the purpose of(a) carrying out the Contract, and (b) the installation, operation and maintenance of the System.
S10.3 Both parties agree to keep Data received from the other party and which is the subject of Sub-Clauses S10.1 and/or S10.2 in the manner in which they keep like information of their own.
S10.4 Nothing contained in Sub-Clauses S10.1, S10.2 and S10.3 shall apply to prevent either party from disclosing Data:-
a) in its possession (with no restriction on disclosure) prior to receiving it from the other, or
b) which is or later becomes public knowledge other than by breach of this clause, or
c) which it may independently receive from a third party with no restriction on disclosure, or
d) which is independently developed by an employee who has not benefited from the Data referred to in Sub-Clause S10.1 or, as the case may be, S10.2.
S11 NON-SOLICITATION:
Buyer acknowledgesand agreesthat Seller and Seller's Affiliates have expended considerable resources in selecting and training employees and independent contractors to perform the specialized work contemplated by thisContract. Accordingly,Buyer agrees that it shall not, and shall procure that each Buyer Affiliate shall not, at any time during the term of this Contract and for a period of one (1) year following completion of the Services,either on its own behalf or in association with any other person, directly or indirectly, approach, canvass, solicit , hire, engage or employ any employees or independent contractors of Seller or any Seller Affiliateor Seller’s representatives or contractors engaged in the performance of the Services. Should Buyer violate the foregoing provision, Buyer agrees to pay Seller an amount equal to Seller's standard hourly fee for the employee in question multiplied by 2,000 hours.Buyer acknowledges that nothing in this Clause shall restrict Seller from seeking any remedy available to it pursuant to applicable laws to compensate it for breach of this provision, including but not limited to injunctive relief.To the extent that Buyer is unable to ensure compliance by any Buyer affiliate with the terms of this Clause S10 then Buyer shall indemnify Seller in respect of any loss, costs, claims or expenses incurred as a result of such non-compliance. 1 The Contract between Us
We must receive payment of the whole of the price for the goods that you order before your order can be accepted.
Once payment has been received by us we will confirm that your order has been received by sending an email to you at the email address you provide in your order form. We acknowledge acceptance of your order by sending another email stating that your order is being "processed". Prior to you receiving this email, no legally binding contract exists between us. Our acceptance of your order brings into existence a legally binding contract between us. We reserve the right to refuse or cancel orders at our discretion for any reason and without explanation. If we cancel an order, it will be without charge to you, and we will reimburse any payment made by you. 2 Price
2.1 The prices payable for goods that you order are as set out in our website. All prices are shown excluding and including VAT.
VAT is chargable on all orders. Zero rating of VAT is not possible. 2.2 You may be required to pay extra for delivery and it might not be possible for us to deliver to some locations outside the United Kingdom.
3 Right For You To Cancel Your Contract
3.1 You may cancel your contract with us for the goods you order at any time up to the end of the fourteenth working day from the date you receive the ordered goods. You do not need to give us any reason for cancelling your contract nor will you have to pay any penalty.
3.2 To cancel your contract you must notify us in writing to
Pactrol Controls Limited,
Unit 3 Antler Court, The 3 SistersEnterprisePark, Ashton In Makerfield, Wigan, WN4 8DU. Email: pactrolsolutions@emerson.com Any cancellations by phone must be confirmed in writing within the permitted cancellation period.
3.3 If you have received the goods before you cancel your contract then you must send the goods back to us at
Pactrol Controls Limited, Unit 3 Antler Court,
The 3 Sisters Enterprise Park,
Ashton In Makerfield,
Wigan,
WN4 8DU
at your own cost and risk.
If you cancel your contract but we have already processed the goods for delivery you must not unpack the goods when they are received by you and you must send the goods back to us at the above address at your own cost and risk as soon as possible
3.4 Once you have notified us that you are cancelling your contract, any sum debited to us from your credit card will be re-credited to your account as soon as possible and in any event within 14 days of your order PROVIDED THAT the goods in question are returned by you and received by us in the condition they were in when delivered to you. If you do not return the goods delivered to you or do not pay the costs of delivery, we shall be entitled to deduct the direct costs of recovering the goods from the amount to be re-credited to you.
4 Cancellation By Us
4.1 We reserve the right to refuse or cancel orders at our discretion for any reason and without explanation.
We reserve the right to cancel the contract between us if:
we have insufficient stock to deliver the goods you have ordered;
we do not deliver to your area; or one or more of the goods you ordered was listed at an incorrect price due to a typographical error or an error in the pricing information received by us from our suppliers. We also reserve the right to cancel orders made by persons who do not comply with Emerson Trade compliance policy.
4.2If we do cancel your contract we will notify you by email and will re-credit your account any sum deducted by us from your credit card as soon as possible but in any event within 14 days of your order. We will not be obliged to offer an additional compensation for disappointment suffered.
5 Delivery Of Goods To You
5.1 We will deliver the goods ordered by you to the address you give us for delivery at the time you make your order.
5.2 Delivery will be made as soon as possible (normally next working day) after your order is accepted and in any event within 30 days of your order. We do not dispatch orders on a Friday - orders placed Thursday to Sunday will only be dispatched on Monday.
5.3 You will become the owner of the goods you have ordered when they have been delivered to you. Once goods have been delivered to you they will be held at your own risk and we will not be liable for their loss or destruction
5.4 All orders will be shipped using UPS next day tracked delivery as soon as possible. All EU orders are shipped inclusive of VAT. Non EU orders are shipped exclusive of VAT and Delivered Duty Unpaid (DDU). Pactrol solutions are not liable for any import duty payable in Non EU countries. Do not return Goods to us without following the steps below. We will not be liable for any Goods returned to us that do not follow this procedure.
6.1. You have a statutory duty to take reasonable care of the Goods whilst they are in your possession and up until the time when the Goods are physically returned to us. Notwithstanding any rights you have as a "consumer" under the Consumer Protection (Distance Selling) Regulations 2000 ("The Regulations") in relation to cancellation of an order or returning Goods to us, if any damage is caused to the Goods whilst they are in your possession, we may have a claim against you for breach of that statutory duty.
6.2. Before returning any Goods to us we request that you contact us in writing or by e-mail at pactrolsolutions@emerson.com to inform us that Goods are being returned and to obtain a return reference number.
6.3. In returning the Goods to us we request that you comply with the following requirements:
6.4. you state your original order reference number on any correspondence sent with the returned Goods to assist us in dealing with any refund efficiently;
6.5. return all the original packaging where possible to do so;
6.6. ensure that the Goods are packaged securely taking all measures where possible to prevent damage in transit;
6.7. on the outside of the parcel packaging, clearly mark the returns reference number and our postal address.
For example:
Returns Reference Number 123456789
Pactrol Controls Ltd, Unit 3 Antler Court,
The 3 Sisters Enterprise Park,
Ashton In Makerfield,
Wigan,
WN4 8DU
6.8. Except where otherwise agreed, you are responsible for returning the Goods to us. We ask that you please ensure that you obtain adequate proof of delivery as we will not be liable for any Goods that are lost or damaged in transit.
6.9. Where Goods have been damaged whilst in your possession we shall not be obliged to accept the return of those Goods. In such circumstances, we will notify you that the Goods are available for re-collection or re-delivery for which you shall be liable for any reasonable delivery charges incurred.
6.9.1 We shall inspect all Goods that are returned and should we deem the complaint for damaged or faulty Goods to be unjustified, we will inform you of the reasons for our decision and either notify you that the Goods are ready for collection or arrange for them to be re-delivered to you.
6.9.2. Where we accept the return of the Goods, we will provide you with either replacement Goods or a full refund or account credit as you request. Any refund will be repaid or credited within 30 days of being notified of your intention to cancel.
WARRANTY AND LIABILITY
In addition to any requirements in our standard terms and conditions The liability of the Company is subject to compliance by the Buyer with all the terms contained in this clause 7.
7.1 The Company shall make good by reimbursement of the whole or part of the price (and, where relevant, as a deduction from any part of the price remaining unpaid) or at its option by repair or by replacement any defect developing under normal use in the Goods and due solely to faulty design (except where the design is supplied by or on behalf of the Buyer), faulty materials or faulty workmanship provided that:-
7.1.1 the Buyer shall be responsible for ensuring that Goods are fit for the purpose for which it wishes to use them and the Company gives no warranty (and none shall be implied) that the Goods are fit for any particular purpose; and
7.1.2 the defect in question shall have appeared within 12 months (or such longer time period (if any) as may be provided for in any guarantee given by or on behalf of the manufacturer of the Goods) after the Buyer shall have taken possession of the Goods or performance of Services has been completed and shall have been thereupon promptly notified in writing to the Company; and
7.1.3 any Goods alleged to be defective shall be stored in a safe place by the Buyer until such time as the Company authorises their disposal in writing; and
7.1.4 any Goods alleged to be defective shall, if so required by the Company, be promptly returned at the Buyer’s risk and expense to the Company’s works for inspection, and the Company shall in its reasonable opinion consider them to be defective solely by reason of faulty design materials or workmanship; and
7.1.5 no attempt shall have been made by the Buyer or by any third party to remedy any defect before, if so required by the Company, the Goods in question shall have been returned to the Company for inspection; and
7.1.6 the Goods in question shall have been serviced and maintained properly and in accordance with the Company’s recommendations and shall not have been fitted with any parts, components or accessories other than those manufactured or recommended by the Company.
7.2 Apart from such reimbursement repair or replacement the Company, its employees and agents shall be under no liability to the Buyer or to any third party for any injury, loss or damage of any kind whatsoever, howsoever and wheresoever arising or arisen, and whether direct or indirect, including without limitation any injury, loss or damage arising out of or incidental to:-
7.2.1 any negligence of the Company or of any of its employees or agents (except insofar as such negligence may result in death or personal injury); or
7.2.2 the Company’s performance of or failure to perform or breach of any of its obligations, whether express or implied under the Contract or otherwise; or
7.2.3 the supply, installation, repair or maintenance of any of the Goods; or
7.2.4 any defect in any of the Goods; or
7.2.5 any advice given or representation made by the Company or on its behalf; or
7.2.6 any performance of any Services.
7.3 Save as set out in Clause 7.1 the liability of the Company arising from all and any claims relating to any single Contract shall be limited to a maximum sum of £200 in total or such amount (less the costs of recovery incurred by the Company) as the Company receives from the manufacturer of the Goods giving rise to the claim from the Buyer.
7.4 The Company shall not be liable for any claim relating to any breach of warranty, express or implied, brought after the expiry of the period of twelve months from the date on which the Contract was made (or, in the case of Goods, after the expiry of such longer period (if any) as may be provided for by or on behalf of the manufacturer of those Goods).
7.5 The Company shall in no circumstances be liable to the Buyer for any economic loss, loss of profit, loss of business or like loss.
7.6 The terms of this condition replace all conditions, warranties, representations, statements, liabilities and other terms whatsoever implied by common law, statute or otherwise, all of which shall accordingly be excluded to the extent allowed by law, and the Company shall in relation to the Goods and Services have no obligation to the Buyer, either arising by statute or in tort or in Contract and whether arising out of any negligence of the Company or any of its employees or agents (and whether under the Contract or under any other Contract), other than the express obligations contained in these conditions or in any other document expressly incorporated in writing into the Contract. Accordingly, it shall be for the Buyer to insure against any liability arising from the performance of the Services and from its use of the Goods.
7.7 Notwithstanding anything to the contrary herein contained the Company’s liability to the Buyer for:-
7.7.1 death or personal injury resulting from the negligence of the Company, its employees or agents;
7.7.2 damage suffered by the Buyer as a result of a breach by the Company of the condition as to title or the warranty as to quiet possession implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982; and
7.7.3 damage for which the Company is liable to the Buyer under Part 1 of the Consumer Protection Act 1987;
shall not be limited save that nothing in this clause 7 shall confer a right or remedy upon the Buyer to which the Buyer would not otherwise be entitled. 7.8 The provisions of this clause 7 shall survive any termination of the Contract.
7.9 The exclusions from and limitations of liability set out in this clause 7 shall be considered severably. The validity or unenforceability of any one clause, sub-clause, paragraph or sub-paragraph of this clause 7 shall not affect the validity or enforceability of any other part of this clause 7.
8. INDEMNITY
8.1 If any process is to be applied to the Goods or the Services by the Company in accordance with a specification or direction (as the case may be) submitted by the Buyer, the Buyer shall indemnify and hold harmless the Company from and against all loss, damages, costs and expenses awarded against or incurred by the Company in connection with or paid or agreed to be paid by the Company in settlement of any claim for infringement or alleged infringement of any intellectual property rights of any other person which results from the Company’s use of the Buyer’s specification or from the Company complying with the Buyer’s direction as the case may be.
8.2 Where the Buyer uses the Goods or the Services:-
8.2.1 in the manufacture, supply or distribution of any other goods;
8.2.2 in the provision of a service;then the Buyer shall indemnify and hold harmless the Company from and against all loss, damages, costs and expenses awarded against or incurred by the Company in respect of such use by the Buyer arising out of the manufacture, supply or distribution of those other goods or the provision of that service.
8.3 The Buyer shall indemnify and hold harmless the Company from and against all loss, damages, costs and expenses awarded against or incurred by the Company in respect of:-
8.3.1 any liability which the Company may incur as a result of a claim against the Company by a third party under Part 1 of the Consumer Protection Act, 1987;
8.3.2 any warranty howsoever given by the Buyer to a third party;
8.3.3 any loss caused by the Goods during transit.
9 Notices
Unless otherwise expressly stated in these Conditions, all notices from you to us must be in writing and sent to us at Pactrol Controls Ltd, Unit 3 Antler Court, The 3 Sisters Enterprise Park, Ashton In Makerfield, Wigan, WN4 8DU and all notices from us to you will be displayed on our website from time to time.
10 Events Beyond Our Control
We shall have no liability to you for any failure to deliver goods you have ordered or any delay in doing so or for any damage or defect to goods delivered that is caused by an event or circumstance beyond our reasonable control including, without limitation, strikes, lock-outs and other industrial disputes, breakdown of systems or network access, flood, fire, explosion or accident.
11 Invalidity
If any of these Conditions (or part of any of these Conditions) is unenforceable (including any provision in which we exclude our liability to you) the enforceability of the remaining Conditions (or remaining part of any Condition) will not be affected.
12 Privacy and Cookies
You acknowledge and agree to be bound by the terms of our privacy policy. Click here for our privacy policy.
We will not disclose customer details to any thrid party. Cookies are tiny text files stored on your computer when you visit certain web pages. At pactrolsolutions.com we use cookies to keep track of what you have in your basket, and to remember you when you return to our site. To order products on pactrolsolutions.com, you need to have cookies enabled - If you don't wish to enable cookies, you'll still be able to browse the site and use it for research purposes. Most web browsers have cookies enabled, but can turn them on should you wish to. Please note that cookies can't harm your computer. We don't store personally identifiable information such as credit card details in cookies created as part of the checkout process. We're giving you this information as part of our initiative to comply with recent legislation, and to make sure we're honest and clear about your privacy when using our website. 13 Third Party Rights
Notwithstanding any other provision of the contract between us, nothing in the contract between us confers or purports to confer any right to enforce any of its terms on any person who is not a party to it.
14 Governing Law
The contract between us shall be governed by and interpreted in accordance with English law and the English courts shall have jurisdiction to resolve any disputes between us.
15 Entire Agreement
15.1 These Conditions, together with our standard terms and conditions, current website prices, delivery details, contact details and privacy policy, set out the whole of our contract relating to the supply of the goods to you by us. Nothing said by any sales person on our behalf should be understood as a variation of these Conditions or as an authorised representation about the nature or quality of any goods offered for sale by us. Save for fraud or fraudulent misrepresentation, we shall have no liability for any such representation being untrue or misleading.
15.2.1 No variation of or amendment to these Conditions shall bind either party unless made in writing and signed by the authorised representatives of both parties.
16.1 This website is operated by Pactrol Controls Limited (Registered in England and Wales No 00949364, VAT registration No. GB 151 9885 34) whose registered office is at Unit 3 Antler Court, The Three Sisters Enterpise Park, Ashton In Makerfield, Wigan, Lancs, WN4 8DU. e-mail: webmaster@pactrol.com.
16.2 Pactrol Controls Limited grants you a non-exclusive licence to use this website upon the following terms and conditions.
17. Copyright
All the content provided on this site is the property of Pactrol Controls Limited or its suppliers and protected by U.K. and International Copyright Law as is the software used in the real time publication of this website. Any use, except for the purposes of online procurement and information gathering, is strictly prohibited.
18. Use of Site
This website or any portion of this website may not be reproduced, duplicated, copied, sold, resold or otherwise exploited for any commercial purpose save with the prior written consent of Pactrol Controls Limited
19. Accuracy of Information
19.1 Pactrol Controls Limited whose products are depicted within this site do not represent or warrant the accuracy or reliability of any of the content or information contained, downloaded, linked or accessed through this website.
19.2 Any reliance which you place upon any information contained on this website or on any website to which this website is linked will be at your sole risk and it is solely your responsibility to ensure that any product or service about which information is published on this website meets your requirements.
19.3 Pactrol Controls Limited reserves the sole and exclusive right in its absolute discretion to make any amendment, improvement, alteration or discontinuance of any of the information or content of this website without notice
Pactrol Controls Limted
10th January 2009
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