Purpose and Interpretations

These standard terms and conditions of sale apply to the relationship between PIX Europe Limited (hereafter referred to as PEL) and a potential/actual purchaser (hereafter referred to as the Buyer) under which the parties have agreed to the supply and purchase of goods/services.

SELLER: means PEL.
BUYER: means a person or company who accepts a quotation from PEL for the sale of goods/services or whose order for the goods/services is accepted by PEL.
GOODS/SERVICES: means the goods/services which PEL is to supply in accordance with the Terms and Conditions of Sale.
CONDITIONS: means the standard terms and conditions of sale as laid out in this document and which supersede all other conditions (including those of the Buyer) excepting any special terms and conditions agreed in writing between PEL and the Buyer.
WRITING: means all forms of documentation including facsimile and e-mail.
CATALOGUE ITEMS: Goods for sale as shown in the current PEL catalogue.

Basis of the Sale

The sale shall be conducted under these conditions of sale wherein PEL shall supply and the Buyer shall purchase the goods/services. These conditions of sale supersede all others (including the Buyer’s) unless expressly stated in writing by PEL.

Purchase orders.
Orders for catalogue items can be made by post, facsimile, e-mail and verbally. Orders so made are not deemed to have been accepted unless confirmed in writing by PEL.
The Buyer is responsible for the accuracy and content of the order and all costs involved in rectifying any order inaccuracies will be at the Buyer’s expense.
PEL does not accept liability for verbal order dictation errors and the costs to rectify such errors is at the Buyer’s expense.
Orders for non-catalogue items or for product at the Buyer’s special specifications cannot be cancelled once the order has been accepted by PEL except if it has been agreed in writing. The Buyer shall be responsible for all costs incurred by PEL up to the point of written cancellation being received by PEL. Such costs will include all material costs whether supplied or not, all labour costs involved, all design costs and all other costs to PEL caused by the cancellation by the Buyer.

PEL reserves the right to refuse to accept any order while the Buyer owes monies outside the agreed terms of payment.

Price of goods/services

The price of goods/services is that figure agreed between PEL and the Buyer. The price may be calculated using the current catalogue price less an agreed discount or a nett agreed price. Clerical errors made by PEL personnel are subject to correction.
The price excludes Value Added Tax.
The price is ex-works unless previously agreed in writing by PEL.
The price quoted is valid for 30 days from the date quoted (unless otherwise agreed) after which (if not accepted by the Buyer) the price defaults to the catalogue price less the Buyer’s agreed standard discount for that part.

PEL will endeavour to give reasonable notice of price increases but reserves the right (and the Buyer expressly acknowledges and agrees upon such right) to increase prices immediately due to any external factors outside its influence such as foreign exchange fluctuations which impact upon material costs or any other influences upon the cost of manufacture/supply.

Delivery

While all efforts are made to maintain delivery dates, all dates quoted for delivery of the goods are approximate only and PEL shall not be liable for any delay in delivery of the goods however caused.
Liability for loss or damage shall pass to the Buyer when goods have left PEL premises either by Buyer’s carrier or PEL's carrier.

Discrepancy/defects in goods

The receipt by the Buyer (or the Buyer’s customers) of the goods shall constitute the Buyer’s unqualified acceptance of the same unless the Buyer gives written notice of any claims to PEL within 5 (five) working days of receipt of the goods of any shortages/overages or visible defects. Where the defect was not apparent on reasonable inspection; the defect must be reported, in writing to PEL, within a reasonable time from the defect becoming apparent. Where a valid claim has been notified to PEL in regard to quality, specification or condition of the goods, PEL reserves the right to either replace the goods or refund the cost of the goods in whole or part.
If a claim for defects is considered valid by PEL, then the entire liability of PEL shall not exceed the price of the goods.
The Buyer shall not return any goods to PEL without the written permission of PEL. Any such returned goods will be left untouched until written explanations are received from the Buyer. Unless written explanations are received, payment for such goods will be pursued within the agreed terms for payment and a handling charge may also be levied.

Payment Terms

Payment shall be made by the Buyer, in full, within the agreed period from the date of invoice, in the agreed currency, at the address shown on the invoice.
If the Buyer fails to make payment by the due date then, without precluding any other action available to PEL, PEL shall be entitled to :
suspend further deliveries to the Buyer; and charge the Buyer interest, from the date of default, on the amount unpaid at a rate of 5% per annum above the Bank of England base rate. This will be calculated and charged monthly with part months being treated as full; and take all action appropriate to recover monies owed using whatever agencies as necessary. Such costs will be charged to the Buyer.
The Buyer will be charged for any dishonoured cheques submitted for payment. Currently such a charge is £25 (twenty five pounds sterling) or its equivalent in the
currency of the invoice.

Title of Goods

Title to the goods shall not pass to the Buyer until PEL has received cleared funds in full payment of the goods and all other goods agreed to be sold by PEL to the Buyer for which payment is then due. Until such time as the property in the goods passes to the Buyer, the Buyer holds the goods as agent for PEL and hence shall keep the goods separate from other manufacturer’s products, separately identified as PEL's property, properly stored, protected and insured. Whereas this does not prevent the Buyer from selling the goods in the normal course of business, until such time as the property in the goods transfers to the Buyer, PEL shall be entitled at any time to request the Buyer to return the goods to PEL. If the goods are not forthcoming then PEL may enter any premises of the Buyer (or third party premises where the goods are stored) and repossess the goods.
The Buyer shall not pledge or use the goods as security for any indebtedness of the Buyer to any third parties unless all monies owed to PEL have been paid whether outside of payment terms or not.

Warranties

PEL warrants that, subject to the exceptions below, the goods supplied to the Buyer will be free from defects in material and manufacture for a period of 6 (six) months from the date of delivery:
PEL has no liability in respect to defects arising due to designs, drawings or specifications supplied by the Buyer;
PEL has no liability in respect of defects arising from normal wear and tear, abnormal working conditions, misuse or using the product in a non-standard application.
PEL has no liability in regard to other products, equipment, parts or materials not manufactured by PEL except to the level of warranty as given by the manufacturer of those products to PEL.
No warranties are deemed to be in place while the Buyer owes any monies beyond the agreed terms of payment for any of the goods in question.

Agreement

These terms, conditions, warranties and liabilities apply between PEL and the Buyer unless agreed and amended in writing by PEL.
Correspondence for all amendments should be sent to the Head Office of PEL.
If any of these terms and conditions are held by a competent authority to be invalid or unenforceable, in whole or in part, the validity of the other conditions shall not be affected.
The contract shall be governed by the laws of England and Northern Ireland and the Buyer agrees to submit to such.