Terms and Conditions

PCA Ltd - TERMS AND CONDITIONS OF SALE

These are the Terms and Conditions on which PCA Ltd will do business with the Customer. Please read them carefully.

1. INTERPRETATION

1.1 The definitions and rules of interpretation in this condition apply to the Contract.

Customer: the company, organisation or person who purchases the Goods from PCA Ltd.

• Company: Precision Controls & Automation Limited , Registered in England & Wales (Registration Number 04871599) herein after referred to as ‘PCA Ltd’ whose registered office is at 18 Clifton Road, Coulsdon, Surrey CR5 2DU, UK and principal place of business is at 18 Clifton Road, Coulsdon, Surrey CR5 2DU, UK.
• Contract: any contract between PCA Ltd and the Customer for the sale and purchase of the Goods, incorporating these conditions.
• Goods: any goods agreed in the Contract to be supplied to the Customer by PCA Ltd (including any part or parts of them).
• Price: means the price of the Goods and any other charges specified in the confirmation of order issued by PCA Ltd or in the absence of such a confirmation, quotation issued by PCA Ltd which is no more than 3 months old from the placement of order by the Customer.
• Due Date: means the date payment is due to PCA Ltd in line with the agreed Credit Terms as per the signed credit application form. In the absence of such an agreement payment is due immediately on proforma basis.
• Insolvency: means:
  
  (a) the Customer has a bankruptcy order made against them or makes an arrangement or composition with their creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Customer or notice of intention to appoint an administrator is given by the Customer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer; or
  
  (b) the Customer suffers or allows any execution, whether legal or equitable, to be levied on their property or obtained against them, or fails to observe or perform any of their obligations under the Contract or any other contract between PCA Ltd and the Customer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Customer ceases to trade.

1.2 A reference to a law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation in force made under it.

1.3 Words in the singular include the plural and in the plural include the singular.

1.4 A reference to one gender includes a reference to the other gender.

1.5 Clause headings do not affect the interpretation of these terms and conditions.

2. APPLICATION OF TERMS

2.1 Subject to any variation under clause 2.3 the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document).

2.2 No terms or conditions endorsed on, delivered with or contained in the Customer’s purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.

2.3 These conditions apply to all PCA Ltd’s sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a director of PCA Ltd. The Customer acknowledges that they have not relied on any statement, promise or representation made or given by or on behalf of PCA Ltd which is not set out in the contract. Nothing in this condition shall exclude or limit PCA Ltd's liability for fraudulent misrepresentation.

2.4 Each order or acceptance of a quotation for Goods by the Customer from PCA Ltd shall be deemed to be an offer by the Customer to buy Goods subject to these terms and conditions.

2.5 No order placed by the Customer shall be deemed to be accepted by PCA Ltd until a written acknowledgement of order is issued by PCA Ltd or (if earlier) PCA Ltd delivers the Goods to the Customer.

2.6 The Customer shall ensure that the terms of its order and any applicable specification are complete and accurate.

3. QUOTATIONS AND CANCELLATION

3.1 Any quotation is given on the basis that no Contract shall come into existence until PCA Ltd sends an acknowledgement of order to the Customer.

3.2 Any quotation is valid for a period of 30 days only from its date, provided that PCA Ltd has not previously withdrawn it.

3.3 If the Customer wishes to cancel an order after the Contract has been formed then the Customer must notify PCA Ltd in writing. PCA Ltd may agree to such cancellation of the Contract if the Customer agrees to compensate PCA Ltd for any expenses, including but not limited to the cost of parts, which it has incurred prior to notice of cancellation being served.

4. THE GOODS

4.1 The quantity and description of the Goods shall be as set out in PCA Ltd’s quotation or acknowledgement of order.

4.2 All samples, drawings, descriptive matter, specifications and advertising issued by PCA Ltd and any descriptions or illustrations contained in PCA Ltd’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract and this is not a sale by sample.

4.3 Custom-built products are non cancellable and non-returnable unless product is defective (in which case it will be repaired or replaced).

5. Optional Express Manufacture and Shipping

5.1 If customer needs goods urgently outside of standard 3 – 4 weeks lead time, expedited services with surcharges are available for manufacture within 5 days, 3 days or 24 hours.

• Monday to Thursday: Orders must be received by 1:00 pm GMT
• Friday: Orders must be received by 10:00 am GMT

Note: Express Services are based on manufacturing time and are NOT to be taken as guaranteed delivery time. The actual delivery time depends on the Transport Company. No claims for damages against PCA Ltd will be considered irrespective of the legal reasons because of delays by the Transport Company.

6. DELIVERY

6.1 Unless otherwise agreed in writing by PCA Ltd, delivery of the Goods shall take place at the Customer’s place of business. PCA Ltd will charge the Customer for the cost of packaging, carriage and insurance for the Goods whilst in transit to the Customer’s premises and the Customer shall pay such charges in accordance with clause 9.1.

6.2 In the absence of any other written agreement, all prices are FOB - EX-Works.

6.3 Any dates specified by PCA Ltd for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.

6.4 Subject to the other provisions of these conditions PCA Ltd shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused

directly or indirectly by any delay in the delivery of the Goods (even if caused by PCA Ltd’s negligence),

nor shall any delay entitle the Customer to terminate or rescind the Contract unless such delay exceeds [180] days.

6.5 If for any reason the Customer fails to accept delivery of any of the Goods when they are delivered to the Customer’s place of business, or PCA Ltd is unable to deliver the Goods on time because the Customer has not provided appropriate instructions, documents, licences or authorisations:

(a) risk in the Goods shall pass to the Customer (including for loss or damage caused by PCA Ltd’s negligence);

(b) the Goods shall be deemed to have been delivered; and

(c) PCA Ltd may store the Goods until delivery, whereupon the Customer shall be liable for all related costs and expenses (including, without limitation, storage, insurance and the costs of re-delivery).

6.6 The delivery by PCA Ltd of a greater or lesser quantity of Goods than provided for in the Contract, or delivery of other goods not provided for in the Contract or the delivery of Goods only some of which are defective, shall not entitle the Customer to reject all of the Goods delivered.

6.7 PCA Ltd may deliver the Goods by separate installments. Each separate installment shall be invoiced and paid for in accordance with the provisions of the Contract.

6.8 Each installment shall be a separate Contract and no cancellation or termination of any one Contract relating to an installment shall entitle the Customer to repudiate or cancel any other Contract or installment.

7. NON-DELIVERY

7.1 The quantity of any consignment of Goods as recorded by PCA Ltd upon dispatch from PCA Ltd’s place of business shall be conclusive evidence of the quantity received by the Customer on delivery unless the Customer can provide conclusive evidence proving the contrary.

7.2 PCA Ltd shall not be liable for any non-delivery of Goods (even if caused by PCA Ltd’s negligence) unless the Customer gives written notice to PCA Ltd of the non-delivery within 7 days of the date when the Goods would in the ordinary course of events have been received.

7.3 Any liability of PCA Ltd for 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 Price against any invoice raised for such Goods.

8. RISK/TITLE

8.1 The Goods are at the risk of the Customer from the time of delivery to the Customer’s place of business.

8.2 Ownership of the Goods shall not pass to the Customer until PCA Ltd has received in full (in cash or cleared funds) all sums due to it in respect of:

(a) the Goods; and

(b) all other sums which are or which become due to PCA Ltd from the Customer on any account.

8.3 Until ownership of the Goods has passed to the Customer, the Customer shall:

(a) hold the Goods on a fiduciary basis as PCA Ltd’s bailey;

(b) store the Goods (at no cost to PCA Ltd) separately from all other goods of the Customer or any third party in such a way that they remain readily identifiable as PCA Ltd’s property;

(c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and

(d) maintain the Goods in satisfactory condition and keep them insured on PCA Ltd’s behalf for their full price against all risks to the reasonable satisfaction of PCA Ltd. On request the Customer shall produce the policy of insurance to PCA Ltd.

8.4 The Customer may resell the Goods before ownership has passed to it solely on the following conditions:

(a) any sale shall be effected in the ordinary course of the Customer’s business at full market value; and

(b) any such sale shall be a sale of PCA Ltd’s property on the Customer’s own behalf and the Customer shall deal as principal when making such a sale.

8.5 The Customer’s right to possession of the Goods shall terminate immediately if:

(a) the Customer suffers an Event of Insolvency; or

(b) the Customer encumbers or in any way charges any of the Goods.

8.6 PCA Ltd shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from PCA Ltd.  

8.7 The Customer grants PCA Ltd, its agents and employees an irrevocable license at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Customer’s right to possession has terminated, to recover them.

8.8 Where PCA Ltd is unable to determine whether any Goods are the goods in respect of which the Customer’s right to possession has terminated, the Customer shall be deemed to have sold all goods of the kind sold by PCA Ltd to the Customer in the order in which they were invoiced to the Customer.

8.9 On termination of the Contract, howsoever caused, PCA Ltd’s (but not the Customer’s) rights contained in this clause 8 shall remain in effect.

9. PRICE

9.1 Unless otherwise agreed by PCA Ltd in writing, the Price shall be the price of the Goods as set out in the PCA Ltd’s confirmation of the order, if no such confirmation is available, as set out in the quotation which is no more than 30 days prior to the Customer placing the order.

9.2 The price for the Goods shall be exclusive of:

(a) any value added tax; and

(b) all costs or charges in relation to packaging, loading, unloading, carriage and insurance; all of which amounts the Customer shall pay in addition when it is due to pay for the Goods.

9.3 In certain circumstances PCA Ltd may need to increase the Price after the Contract has been entered into. PCA Ltd will only do this where the increase is necessary:-

(a) to reflect any substantial increase in the cost to PCA Ltd which is beyond PCA's control;

(b) because of any change in delivery dates, quantities or specifications for the Goods which is requested by the Customer; and/or

(c) due to the failure by the Customer to give PCA Ltd adequate information or instructions.

9. PAYMENT

9.1 Payment shall be in advance, unless credit account application has been made (see 9.4 below), under the following conditions:

• no credit evaluation prior to shipping product
• for any Express Service from new customers

9.2 Currency: Payments need to be made in GBP Sterling £

9.3 Method: Payment may be made by the following methods:

• BACS transfer direct into our bank account
• Express Services – Cheque or BACS transfer direct into our bank account

Bank Information

• Lloyds TSB Plc, Caterham Branch, 21 Station Avenue, Caterham, Surrey, CR3 6YT
• Sort Code: 30-91-72
• Account Number: 02877025
• BIC: LOYDGB21151
• IBAN: GB92 LOYD 3091 7202 8770 25

9.4 Credit Account Application: Standard Net 30 days subject to prior approval. PCA Ltd reserves the right to determine how much credit will be extended to customers based on their credit rating. PCA Ltd reserves the right to issue £20 reminder charge where the account is not settled within the agreed credit terms.

9.5 No payment shall be deemed to have been received until PCA Ltd has received cleared funds.

9.6 The Customer shall make all payments due under these terms and conditions in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by PCA Ltd to the Customer.

9.7 If the Customer fails to pay PCA Ltd any sum due under this Contract within 7 days of the Due Date or the Customer suffers an Event of Insolvency:

(a) the Customer shall be liable to pay interest to PCA Ltd on such sum from the Due Date for payment at the annual rate of 4% above the base lending rate from time to time of Lloyds TSB Plc accruing on a daily basis until payment is made, whether before or after any judgment;

(b) PCA Ltd reserves the right to suspend work on this Contract or on any other contract with the Customer until payment of all sums due under this Contract are made in full;

(c) PCA Ltd reserves the right to give the Customer notice in writing to terminate this Contract immediately;

(d) PCA Ltd reserves the right to bring a legal action against the Customer for any amounts outstanding and to claim from the Customer such sums as PCA Ltd is required to expend in pursuing such legal action.

9.8 In addition to its rights under clause 9.7 (a) PCA Ltd reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

10. QUALITY

10.1 PCA Ltd shall endeavor to transfer to the Customer the benefit of any warranty or guarantee given to PCA Ltd by the manufacturer of the Goods.

10.2 PCA Ltd warrants that (subject to the other provisions of these conditions) upon delivery, and for a period of 12 months from the date of delivery, the Goods shall:

(a) be of satisfactory quality within the meaning of the Sale of Goods Act 1979;

(b) be reasonably fit for any particular purpose for which the Goods are being bought if the Customer had made known that purpose to PCA Ltd in writing and PCA Ltd has confirmed in writing that it is reasonable for the Customer to rely on the skill and judgment of PCA Ltd .

10.3 PCA Ltd shall not be liable for a breach of any of the warranties in clause 10.2 unless:

(a) the Customer gives written notice of the defect to PCA Ltd, and, if the defect is as a result of damage in transit to the carrier, within 14 days of the time when the Customer discovers or ought to have discovered the defect; and

(b) PCA Ltd is given a reasonable opportunity after receiving the notice of examining such Goods and the Customer (if asked to do so by PCA Ltd) returns such Goods to PCA Ltd's place of business at the Customer’s cost for the examination to take place there.

10.4 PCA Ltd shall not be liable for a breach of any of the warranties in clause 10.2 if:

(a) the Customer makes any further use of such Goods after giving such notice; or

(b) the defect arises because the Customer failed to follow PCA Ltd’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or

(c) the Customer alters or repairs such Goods without the written consent of PCA Ltd; or

(d) the defect arises from normal wear and tear as a result of the use of the Goods in normal circumstances.

10.5 Subject to clause 10.3 and clause 10.4, if any of the Goods do not conform with any of the warranties in clause 10.2 PCA Ltd shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Price provided that, if PCA Ltd so requests, the Customer shall, at the Customer’s expense, return the Goods or the part of such Goods which is defective to PCA Ltd .

10.6 If PCA Ltd complies with clause 10.5 it shall have no further liability for a breach of any of the warranties in clause in respect of such Goods.

10.7 Any Goods replaced shall belong to PCA Ltd and any repaired or replacement Goods shall be guaranteed on these terms for the unexpired portion of the 12 month period.

11 Warranty

11.1 PCA Ltd and our manufacturing partners warrants against manufacturing defects for a period of 12 months from the date of manufacture.

11.2 Product dimensions, weights and all product illustrations are approximate and may be modified without prior notice.

11.3 This warranty does not cover problems or consequences due to common usage (wear and tear) for which the product was designed. Nor does it cover product failures caused by improper installation or use, overloading, incorrect maintenance, or operation outside the product’s specifications.

11.4 In case of product failure for unknown reasons, the customer may return the product at his expense and PCA Ltd will arrange a Failure Analysis. If it is determined that the product failure was the result of a manufacturing defect, the defective product will be repaired or replaced and the customer will be credited for the shipping costs.

11.5 Under NO circumstances may the customer claim damages for consequential losses or secondary damages, including claims for damages by third parties.

11.6 This warranty is void if the customer tampers with or in any way attempts to fix or repair the product without express written consent from PCA Ltd.

11.7 This warranty is void if the customer has not fulfilled the conditions of payment as listed above.

11.8 PCA Ltd is not responsible for damage to persons or property which occurs while the product is in the buyer’s possession.

11.9 PCA Ltd is not responsible for products manufactured by the buyer which incorporate seller’s products.

11.10 PCA Ltd is in no case responsible for operational or production time loss or loss of profits or other similar indirect losses.

12. LIMITATION OF LIABILITY

12.1 Subject to clause 5, clause 6 and clause 10, the following provisions set out the entire financial liability of PCA Ltd (including any liability for the acts or omissions of its employees, agents and subcontractors) to the Customer in respect of:

(a) any breach of these conditions;

(b) any use made or resale by the Customer of any of the Goods, or of any product incorporating any of the Goods; and

(c) any representation, statement or tortuous act or omission including negligence arising under or in connection with the Contract.

12.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.

12.3 Nothing in these conditions excludes or limits the liability of PCA Ltd:

(a) for death or personal injury caused by PCA Ltd’s negligence; or

(b) under section 2(3), Consumer Protection Act 1987; or

(c) for any matter which it would be illegal for PCA Ltd to exclude or attempt to exclude its liability; or

(d) for fraud or fraudulent misrepresentation.

12.4 Subject to clause 12.2 and clause 12.3:

(a) PCA Ltd’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Price; and

(b) PCA Ltd shall not be liable to the Customer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

13. ASSIGNMENT AND SUB-CONTRACTING

13.1 PCA Ltd may assign the Contract or any part of it to any other company or person.

13.2 The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of PCA Ltd.

13.3 PCA Ltd reserves the right to sub-contract the performance of the Contract or any part of it.

14. GENERAL

14.1 Each right or remedy of PCA Ltd under the Contract is without prejudice to any other right or remedy of PCA Ltd whether under the Contract or not.

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

14.3 Failure or delay by PCA Ltd 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.

14.4 Any waiver by PCA Ltd of any breach of, or any default under, any provision of the Contract by the Customer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.

14.5 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.

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

15. COMMUNICATIONS

15.1 All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax or email:

(a) (in case of communications to PCA Ltd) to its principal place of business or such changed address as shall be notified to the Customer by PCA Ltd; or

(b) (in the case of the communications to the Customer) to the registered office of the addressee (if it is PCA Ltd) or (in any other case) to any address of the Customer set out in any document which forms part of the Contract or such other address as shall be notified to PCA Ltd by the Customer .

15.2 Communications shall be deemed to have been received:

(a) if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or

(b) if delivered by hand, on the day of delivery; or

(c) if sent by fax on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.

15.3 Communications addressed to PCA Ltd shall be marked for the attention of the Managing Director.  

16. FORCE MAJEURE

16.1 PCA Ltd reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Customer (without liability to the Customer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of PCA Ltd including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 180 days, the Customer shall be entitled to give notice in writing to PCA Ltd to terminate the Contract.