Terms & Conditions
1.1 In these Conditions
'Buyer' means the person accepting delivery of the Goods on behalf of the Customer.
'Conditions' means the Terms and Conditions set out herein.
'Contract' means the contract for the sale of Goods formed in accordance with Clause 2.1 below.
'Customer' means the person purchasing goods from Pacific Direct.
'Goods' means those of Pacific Direct's goods purchased by the Customer
'Pacific Direct' means Pacific Direct Limited (registered number 2850917) whose registered office is at 16 St Cuthberts St, Bedford, Beds, MK40 3JG
'Writing' includes electronic transmission and comparable means of communication.
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3 Where the Customer has signed a formal agreement with Pacific Direct for the supply of goods any contradictory terms in the official agreement will take precedence over these Conditions of Sale. Where there are no contradictory terms or conditions or where there is no reference to a term or condition then these Conditions of Sale will apply.
2. Basis of Sale ( Formation of Contract ) & Variations
2.1 The Contract shall be formed either upon Pacific Direct communicating its acceptance of the Customer's order or upon tendering delivery, whichever is sooner.
2.2 These Conditions shall apply to and form part of the Contract for the sale and purchase of the Goods. No terms and/or conditions which the Customer may seek to impose shall apply or have effect. No variations to the Contract shall be binding unless agreed in Writing between authorised representatives of the Customer and Pacific Direct.
2.3 Any recommendations or suggestions relating to the use of the Goods, made by Pacific Direct, either in technical literature, packaging or in response to a specific enquiry, is given in good faith, but it is for the Customer to satisfy itself as to the suitability of the Goods for its own particular purpose and to the extent it is lawful so to do Pacific Direct hereby expressly excludes itself from liability for breaches of conditions and warranties implied by law.
2.4 No Goods will be supplied by Pacific Direct on a sale or return basis.
2.5 Pacific Direct reserves the right to cancel any order or part of any order at any time prior to dispatch of the Goods for any reason whatsoever without thereby incurring any liability to the Customer. If for any reason other than rejection under Clause 6.3 the Customer does not accept delivery of the Goods at the time when the Goods are tendered then in addition to any remedies of Pacific Direct hereunder the Customer shall be liable to Pacific Direct for the full cost of the goods as well as the delivery cost of the Goods incurred by Pacific Direct.
2.6 Except where separately notified. Goods included in any order may be bulked to arrive at the order size/value for prices which are applicable. Bulked orders are accepted for delivery to one delivery point only. Bulked orders of less than 6 cartons will be liable for a delivery and administration charge that will be varied from time to time and which the Customer can request details of at any time of the ordering process. All orders that require a definite delivery date of less than 7 working days from the point the Contract is accepted by Pacific Direct may be liable for a delivery and administration charge that will be varied from time to time and which the Customer can request details of at any time of the ordering process.
3.1 Pacific Direct reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or which do not materially affect their quality or performance or are requested by the Franchiser of the Goods or are part of a product improvement process solely determined by Pacific Direct.
4. Price & VAT
4.1 Prices are subject to change without notice and the Goods shall be subject to the price current on the day of acceptance of the Customer's order by Pacific Direct.
4.2 Prices are quoted exclusive of value added tax (applies to U.K. deliveries only) and any other applicable taxes and duties all of which shall be payable by the Customer.
4.3 Prices are quoted exclusive of delivery and administration charges referred to in Clause 2.6 all of which shall be payable by the Customer.
5. Terms of Payment
5.1 Except in the case of Customers who are yet to have completed Pacific Direct's Credit Rating Process and are paying on a pro forma basis, the Customer shall pay Pacific Direct within 30 days of the date of Pacific Directs invoice. The time of payment of the price shall be the essence of the Contract. Receipts for payment will be issued only upon request.
5.2 If the Customer fails to make full payment on the due date then, without prejudice to any other right or remedy available to Pacific Direct, Pacific Direct shall be entitled to cancel the Contract, to suspend any further deliveries to the Customer, and to charge the Customer interest (both before and after any judgement) on the amount unpaid, at the rate of two per cent per month or any part thereof until payment in full is made together with all costs, charges or expenses incurred in recovering any amount due.
6. Delivery and Acceptance
6.1 Delivery of the Goods shall be made to the Customer's usual point of delivery unless notified otherwise when the Customer's order is placed.
6.2 Pacific Direct shall endeavour to meet any dates quoted for delivery but shall not be liable for any variation in the delivery date of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by an authorised representative of Pacific Direct in Writing.
6.3 The Buyer shall inspect all Goods upon delivery and shall promptly notify Pacific Direct in Writing of any non-delivery, loss or damage to the same. If Pacific Direct shall not have been given notice of any claim within seven days of delivery the Goods shall be deemed accepted by the Buyer. Pacific Direct shall have no liability to the Customer in the event that any failure on the part of the Buyer to promptly notify Pacific Direct results in Pacific Direct being unable to successfully claim against its carrier in respect of such non-delivery, loss or damage.
6.4 Pacific Direct reserves the right to refuse to leave the Goods at the point of delivery if the Buyer is either unavailable or refuses to tender a signature. When such goods are re-delivered Pacific Direct reserve the right to make additional charges for the resultant administration and carriage costs.
7. Risk and Property in the Goods
7.1 Property in the Goods shall remain with Pacific Direct until such time as the Customer has paid all sums due for the Goods and delivery and administration costs in question.
7.2 Notwithstanding Clause 7.1 the Customer shall be entitled to use or sell the Goods in the usual course of its business provided, in the case of sale, that such transaction is made in good faith.
7.3 Notwithstanding the Goods remain Pacific Direct's property; risk of damage to or loss of the Goods shall pass to the Customer at the time of delivery.
7.4 The Customer's right to possess and use the Goods shall cease and Pacific Direct shall be entitled to require the Customer to immediately deliver the Goods to it (and if the Customer fails to do so, the Customer hereby grants Pacific Direct a license to enter upon its premises to repossess the Goods) in the event that either the Customer fails to pay Pacific Direct any amount when due for payment or the provisions of Clause 9 apply (insolvency).
8. Warranties & Liabilities
8.1 Subject to the Conditions set out below, Pacific Direct warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship.
8.2 The above warranty is given by Pacific Direct subject to the condition that Pacific Direct shall be under no liability in respect of any defect arising from fair wear and tear, abnormal working or storage conditions, failure to follow Pacific Directs instructions, misuse, alteration or tampering of the Goods without Pacific Direct's approval or any negligence.
8.3 Subject as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extend permitted by law.
8.4 Save as may be provided in the Contract, nothing in Pacific Direct's sales and promotional literature and no statement made by any of its employees or agents shall be incorporated in the Contract and the Customer acknowledges that no reliance has been placed on any such material or statement.
8.5 Pacific Direct shall not be liable to the Customer for any loss of profit or other indirect, special or consequential costs, expenses, loss or damage (and whether caused by the negligence of Pacific Direct, its employees or agents or otherwise) which arise out of or in connection with the supply of Goods or their subsequent use except as expressly provided in these conditions.
8.6 Pacific Direct's maximum aggregate liability under, arising from or in connection with the Contract (whether in contract, for negligence or otherwise) shall be limited to a sum equivalent to the price of the Goods in respect of which such liability arises.
8.7 Pacific Direct shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of Pacific Direct's obligations in relation to the Goods, if the delay or failure was due to any cause beyond Pacific Direct's reasonable control as judged by Pacific Direct.
9. Insolvency of the Customer
9.1. This clause applies if:
126.96.36.199 The Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order or ( being an individual or firm ) becomes bankrupt or ( being a company ) goes into liquidation ( other than for the purpose of amalgamation or reconstruction ) ; or
188.8.131.52 An encumbrance takes possession or a receiver, administrative receiver or administrator is appointed of any of the property or assets of the Customer ; or
184.108.40.206 The Customer ceases or threatens to cease to carry on business ; or
220.127.116.11 Pacific Direct reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.
9.2. If this Clause applies then the price of the Goods shall become immediately due and payable and without prejudice to any other right or remedy available to Pacific Direct, Pacific Direct shall be entitled to suspend any further deliveries or ask for payment in advance of delivery without any liability to the Customer.
10.1 Pacific Direct shall be entitled to assign its rights under the Contract and to perform its obligations through a sub-contractor of its choice.
10.2 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered address or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
10.3 The Customer shall not use Pacific Direct's company image, logo or trademarks or the image, logo or trademarks of the Goods supplied as part of this Contract in publicity material or other similar communications to third parties without Pacific Direct's prior written consent and the Customer hereby agrees to indemnify and keep Pacific Direct fully indemnified in respect of any claims threatened or actual arising out of any breach by the Customer of this Clause.
10.4 Termination of the Contract shall be without prejudice to any rights of either party arising prior to or as a result of such termination and no waiver of any rights shall be a continuing waiver or prejudice the future enforcement of such right.
10.5 The Contract shall be governed and construed in accordance with the laws of England and both parties submit to the non-exclusive jurisdiction of the English Courts.