Terms and Conditions of Sale and Supply

Partners in Packaging Machine Systems Limited trading as PiP Automation

Company No. 07529045 Registered Office: 7 Southgate Industrial Park, Green Lane, Heywood, OL10 1ND, United Kingdom.

These Terms and Conditions apply to the supply of machinery, equipment, components, spare parts, tooling and services by Partners in Packaging Machine Systems Limited.

These Terms are intended for business customers only and not for consumers.

1. Definitions

In these Terms and Conditions:

“Company” means Partners in Packaging Machine Systems Limited, trading as PiP Automation.

“Customer” means the person, company or organisation purchasing Goods or Services from the Company.

“Contract” means the contract between the Company and the Customer incorporating the Quotation, these Terms and any other documents expressly agreed in writing by the Company.

“Goods” means any machinery, equipment, tooling, change parts, components, spare parts or other goods supplied by the Company.

“Services” means any design, engineering, installation, commissioning, testing, training, maintenance, repair or other services supplied by the Company.

“Quotation” means the Company’s written quotation or proposal setting out the particular Goods, Services, specification, price and commercial terms offered to the Customer.

“Customer Materials” means trays, lids, cards, cartons, pots, containers, products, packaging materials or other items supplied, specified or approved by the Customer for use with the Goods.

2. Basis of Contract

2.1 These Terms shall apply to every Contract between the Company and the Customer unless expressly varied in writing by an authorised representative of the Company.

2.2 These Terms shall apply to the exclusion of any terms or conditions contained in or referred to in the Customer’s purchase order, procurement documentation or other correspondence, unless expressly accepted in writing by the Company.

2.3 A Quotation does not constitute an offer capable of acceptance after its stated validity period.

2.4 A Contract shall arise when the Company accepts the Customer’s order in writing, commences work against the order, or receives any deposit or payment required under the Quotation.

2.5 Where there is any conflict between documents forming the Contract, the following order of precedence shall apply:

• any written amendment or variation subsequently agreed by both parties;
• the Company’s Quotation and agreed technical specification;
• any expressly agreed URS, FAT or SAT document;
• these Terms and Conditions.

3. Quotations, Specifications and Performance

3.1 The Goods and Services shall be supplied substantially in accordance with the specification stated in the Company’s Quotation and any subsequent specification expressly agreed in writing.

3.2 Drawings, illustrations, photographs, videos, descriptions, dimensions, speeds, outputs and performance figures contained in brochures, websites, presentations or other promotional material are illustrative unless expressly incorporated into the Contract.

3.3 Any production speed, output, efficiency, reliability or performance figure stated by the Company is dependent upon the conditions and assumptions stated in the Quotation and upon the Customer Materials, products, upstream and downstream equipment, utilities and operating conditions being suitable and consistent.

3.4 No production rate, number of cycles between stoppages, efficiency percentage, OEE figure, reliability measure, acceptance criterion or other performance requirement shall form part of the Contract unless it is expressly stated in the Quotation, agreed specification, URS, FAT or SAT documentation before manufacture or subsequently agreed as a written variation.

3.5 Performance criteria or specifications introduced by the Customer after the Contract has been agreed shall constitute a variation and shall not become binding upon the Company unless accepted by the Company in writing.

4. Customer Materials and Packaging

4.1 Where the Goods are designed, configured or tested using Customer Materials, the Customer shall supply sufficient representative production-quality samples in the quantities and by the dates reasonably requested by the Company.

4.2 The Customer is responsible for ensuring that Customer Materials supplied for testing are representative of those intended to be used in production.

4.3 The Customer acknowledges that variations in packaging may affect machine performance. Such variations may include, without limitation:

• dimensions and tolerances;
• material type and thickness;
• flange geometry;
• nesting depth and separation;
• surface finish and friction;
• coatings and laminates;
• stiffness and rigidity;
• moisture content or humidity effects;
• static;
• distortion;
• manufacturing variation;
• storage and transport conditions.

4.4 The Company shall not be responsible for deterioration in performance resulting from Customer Materials which materially differ from samples, drawings or specifications previously supplied, tested or approved.

4.5 Where the Customer changes its packaging, product or Customer Materials after design, manufacture, testing or commissioning, the Company may require further testing, modification, tooling or change parts. Such work shall be chargeable unless otherwise agreed in writing.

4.6 The Company gives no warranty that Goods designed for particular Customer Materials will operate satisfactorily with alternative or subsequently modified materials unless those materials have been tested and approved by the Company.

5. Design and Technical Changes

5.1 The Company may make reasonable technical or design changes to the Goods which do not materially reduce their intended functionality or performance.

5.2 The Company may substitute components where required because of availability, obsolescence, supply-chain issues or technical considerations, provided that any substitute is reasonably suitable for the intended application.

5.3 Any alteration to the agreed specification requested by the Customer may result in an adjustment to price, delivery date and performance criteria.

5.4 No variation requested by the Customer shall take effect until its technical and commercial implications have been agreed in writing by the Company.

6. Prices and VAT

6.1 Prices shall be as stated in the Company’s Quotation.

6.2 Unless expressly stated otherwise, all prices are exclusive of VAT and any other applicable taxes, duties, carriage, accommodation, travel or other charges.

6.3 VAT shall be charged at the applicable rate.

6.4 Where costs arise because of Customer-requested changes, delays, additional attendance, additional testing or circumstances outside the scope of the original Contract, the Company shall be entitled to make an additional reasonable charge.

7. Payment

7.1 Payment shall be made in accordance with the payment schedule stated in the Company’s Quotation.

7.2 Where no payment schedule is stated, invoices shall be payable within 30 days of the invoice date.

7.3 The Customer shall pay invoices in full without set-off, counterclaim, deduction or withholding except where required by law.

7.4 If any payment is overdue, the Company shall be entitled to:

• charge interest on the overdue amount at the contractual rate stated in the Quotation or, where no contractual rate is stated, exercise its rights under applicable late-payment legislation;
• recover reasonable debt-recovery costs;
• suspend manufacture, delivery, installation, commissioning, warranty support or other Services until overdue sums have been paid; and
• revise any delivery or completion dates affected by such suspension.

7.5 Failure by the Customer to make one payment when due shall entitle the Company to require payment of any other sums already invoiced and due under the Contract.

8. Delivery

8.1 Any delivery, installation or completion date stated by the Company is an estimate unless expressly agreed in writing to be a fixed contractual date.

8.2 The Company shall use reasonable endeavours to meet estimated dates but shall not be liable for loss resulting from reasonable delay.

8.3 Delivery dates shall be extended to the extent that delay results from:

• late approval or information from the Customer;
• late supply of Customer Materials;
• changes to specification;
• delayed access to the Customer’s site;
• non-payment;
• delay by suppliers or subcontractors outside the Company’s reasonable control;
• force majeure; or
• any other act or omission of the Customer or a third party for whom the Company is not responsible.

8.4 The Company may make delivery in instalments where reasonably necessary.

9. Carriage

9.1 Unless otherwise agreed in writing, carriage, packing and delivery charges shall be charged in addition to the price of the Goods.

9.2 Where the Company arranges transport on behalf of the Customer, this shall not alter the transfer of risk specified in Clause 11 unless expressly agreed otherwise.

10. Goods in Transit and Claims

10.1 The Customer shall inspect Goods promptly following delivery.

10.2 Any apparent transit damage, shortage or loss shall be notified to the Company in writing as soon as reasonably practicable and, wherever possible, within three working days of delivery.

10.3 The Customer shall provide photographs, delivery documentation and such other information as the Company reasonably requires to pursue a claim against the carrier.

10.4 Where transport has been arranged by the Company, the Company shall use reasonable endeavours to pursue a valid claim against its carrier but shall not be liable beyond any liability expressly assumed under the Contract.

11. Ownership and Risk

11.1 Risk in the Goods shall pass to the Customer upon dispatch from the Company’s premises unless otherwise expressly stated in the Quotation.

11.2 Notwithstanding delivery and the passing of risk, legal and beneficial title to the Goods shall remain with the Company until the Company has received payment in full, in cleared funds, of:

• the price of the Goods; and
• all other sums due and payable by the Customer to the Company under the relevant Contract.

11.3 Until title has passed, the Customer shall:

• hold the Goods on behalf of the Company;
• keep the Goods readily identifiable as the property of the Company where reasonably practicable;
• keep the Goods in satisfactory condition;
• maintain appropriate insurance for their full replacement value; and
• not sell, dispose of, pledge, charge or otherwise create security over the Goods.

11.4 Where payment has become overdue or the Customer becomes subject to insolvency proceedings, the Company may, to the extent permitted by law, require the Customer to return Goods to which the Company retains title.

11.5 Where legally permitted and reasonably necessary to recover such Goods, the Customer shall permit the Company or its authorised representatives reasonable access to premises under the Customer’s control where the Goods are located.

12. Installation and Site Requirements

12.1 Where installation or commissioning is included, the Customer shall provide, at its own cost and in sufficient time:

• safe and unobstructed access to the installation area;
• suitable foundations, floors and production-line space;
• electrical, pneumatic and other utilities specified by the Company;
• suitable upstream and downstream equipment;
• required interface signals;
• Customer Materials and product;
• suitable operators and technical personnel; and
• any lifting equipment, production stoppage or site services identified as the Customer’s responsibility.

12.2 The Customer shall ensure that its site complies with applicable health and safety requirements and shall inform the Company’s personnel of all relevant site rules and hazards.

12.3 Waiting time, aborted attendance or additional visits resulting from the site not being ready may be charged to the Customer.

13. Factory Acceptance Testing

13.1 Where Factory Acceptance Testing (“FAT”) forms part of the Contract, the FAT shall be conducted against the criteria expressly agreed in the Contract.

13.2 The Customer shall provide sufficient Customer Materials for FAT in accordance with the Company’s reasonable requirements.

13.3 The Customer shall be given reasonable opportunity to attend the FAT where attendance has been agreed.

13.4 If the Customer elects not to attend an arranged FAT, the Company may complete its internal test procedure and, where the Goods satisfy the agreed FAT criteria, proceed with delivery.

13.5 Issues which do not materially prevent the Goods from performing their agreed function shall not prevent FAT acceptance and may be recorded for completion subsequently.

14. Site Acceptance and Commissioning

14.1 Where Site Acceptance Testing (“SAT”) is specified, the Goods shall be assessed against the SAT criteria expressly agreed in the Contract.

14.2 SAT shall take account of the condition and consistency of Customer Materials and the performance of the Customer’s surrounding production equipment.

14.3 The Company shall not be responsible for failure to achieve SAT criteria to the extent caused by:

• Customer Materials differing from those agreed or tested;
• insufficient, damaged or inconsistent packaging;
• upstream or downstream equipment;
• Customer control systems or signals;
• utilities outside the specified parameters;
• unauthorised modifications; or
• circumstances outside the Company’s reasonable control.

14.4 Any new or additional acceptance or performance criterion introduced after manufacture, FAT, delivery or installation shall not form part of the Contract unless agreed as a written variation.

14.5 Use of the Goods in normal commercial production following commissioning shall constitute evidence that the Goods have been accepted for production use, without prejudice to any outstanding documented warranty matters.

15. Training and Operation

15.1 Where included within the Contract, the Company shall provide reasonable operator or maintenance training.

15.2 The Customer is responsible for ensuring that persons operating, maintaining or cleaning the Goods are appropriately trained and follow the Company’s instructions.

15.3 The Company shall not be responsible for loss or damage caused by incorrect operation, maintenance, cleaning, adjustment or changeover.

16. Warranty

16.1 The warranty period shall be the period stated in the Company’s Quotation.

16.2 During the applicable warranty period, the Company shall, at its option, repair or replace parts which it reasonably determines to be defective as a result of defects in materials or workmanship attributable to the Company.

16.3 The Customer shall notify the Company promptly in writing after discovering an alleged defect and shall provide reasonable information to assist diagnosis.

16.4 Unless expressly stated otherwise in the Quotation, the warranty does not cover:

• consumable or normal wear items;
• damage caused by misuse, neglect or accident;
• incorrect cleaning or maintenance;
• unauthorised alterations or repairs;
• use outside the agreed specification;
• unsuitable or changed Customer Materials;
• damage caused by the Customer’s equipment or third-party equipment;
• failure or fluctuation of utilities;
• normal wear and tear; or
• components damaged after risk has passed to the Customer.

16.5 Proprietary electrical, electronic, pneumatic or other bought-in components may be subject to the original manufacturer’s warranty. Where appropriate, the Company shall pass the benefit of such warranty to the Customer to the extent that it is entitled to do so.

16.6 Warranty work does not include production losses or the Customer’s internal labour or consequential costs.

17. Servicing, Modification and Third-Party Work

17.1 The Company shall not be responsible for defects, damage, loss or deterioration in performance resulting from servicing, modification, programming, repair or alteration carried out by persons not authorised by the Company.

17.2 The Customer shall not remove, bypass or modify guards, safety systems or safety-related control functions supplied by the Company.

17.3 Where the Customer or a third party modifies or integrates the Goods after delivery, the Customer shall be responsible for ensuring that the resulting installation remains safe and complies with applicable legal and regulatory requirements.

18. Returned Goods

18.1 Goods shall not be returned for credit, repair or replacement without the Company’s prior written authorisation.

18.2 The Customer shall quote the relevant invoice, order or machine reference when returning Goods.

18.3 The Company may charge reasonable handling, inspection, testing, carriage or restocking costs where Goods are returned other than because of a defect for which the Company is responsible.

18.4 Bespoke or specially manufactured Goods, tooling or components may not be returnable unless otherwise agreed.

19. Cancellation and Suspension

19.1 Orders for bespoke machinery, tooling, engineering or specially procured components may not be cancelled without the Company’s written agreement.

19.2 If the Company agrees to cancellation, the Customer shall pay all costs and liabilities reasonably incurred by the Company up to the date of cancellation, including:

• design and engineering work completed;
• labour;
• materials and components;
• non-cancellable supplier commitments;
• subcontract costs;
• work in progress;
• storage or disposal costs; and
• any other reasonable costs arising directly from cancellation.

19.3 Any deposit stated to be non-refundable in the Quotation shall remain non-refundable to the extent permitted by law.

19.4 Where a project is suspended or delayed at the Customer’s request, the Company may charge reasonable storage and additional project costs and may revise the delivery programme.

20. Intellectual Property

20.1 All intellectual property rights in designs, drawings, software, programs, control logic, documentation, inventions, processes, concepts, tooling designs and engineering know-how created or owned by the Company shall remain the property of the Company unless expressly agreed otherwise in writing.

20.2 Payment for Goods does not transfer ownership of the Company’s underlying intellectual property.

20.3 The Customer is granted a non-exclusive right to use software and documentation supplied by the Company solely for the normal operation and maintenance of the Goods.

20.4 The Customer shall not copy, reproduce, reverse engineer, disclose or provide the Company’s proprietary designs, software or technical information to a third party except as permitted by law or with the Company’s prior written consent.

21. Confidentiality

21.1 Each party shall keep confidential any technical, commercial or other confidential information received from the other in connection with the Contract.

21.2 This obligation shall not apply to information which:

• is already lawfully in the public domain;
• was lawfully known to the receiving party before disclosure;
• is lawfully obtained from a third party without restriction; or
• must be disclosed by law.

22. Limitation of Liability

22.1 Nothing in these Terms shall exclude or limit any liability which cannot lawfully be excluded or limited, including liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation; or
• any other liability which may not lawfully be excluded.

22.2 Subject to Clause 22.1, the Company shall not be liable, whether in contract, tort including negligence, breach of statutory duty or otherwise, for any:

• loss of profit;
• loss of production;
• loss of revenue;
• loss of business;
• loss of contract;
• loss of anticipated savings;
• loss of goodwill;
• business interruption;
• loss arising from third-party claims against the Customer; or
• indirect or consequential loss.

22.3 Subject to Clause 22.1, the Company’s total aggregate liability arising out of or in connection with a Contract shall not exceed the total price payable to the Company under that Contract, unless a different liability limit is expressly stated in the Quotation.

22.4 The Company shall not be liable for loss to the extent caused or contributed to by:

• unsuitable or inconsistent Customer Materials;
• operation outside the agreed specification;
• unauthorised alteration or repair;
• failure by the Customer to follow operating or maintenance instructions;
• third-party machinery or equipment; or
• any act or omission of the Customer.

23. Force Majeure

23.1 The Company shall not be liable for delay or failure to perform its obligations where caused by circumstances beyond its reasonable control.

23.2 Such circumstances may include, without limitation, fire, flood, severe weather, epidemic or pandemic, war, civil disturbance, industrial dispute, cyber incident, interruption of utilities or transport, government action, shortage of materials or components, supplier failure or import/export restrictions.

23.3 The Company’s obligations and delivery dates shall be suspended or extended for the duration and reasonable consequences of such circumstances.

24. Termination

24.1 The Company may suspend performance or terminate the Contract by written notice if the Customer:

• fails to pay an amount when due and does not remedy that failure following reasonable notice;
• commits a material breach of the Contract and fails to remedy it where capable of remedy;
• becomes insolvent, enters administration or liquidation, has a receiver appointed or is subject to an equivalent insolvency process; or
• ceases or threatens to cease trading.

24.2 Termination shall not affect rights and obligations accrued before termination.

25. Subcontracting

The Company may use suitably qualified subcontractors or specialist suppliers in carrying out any part of the Contract but shall remain responsible for its contractual obligations to the Customer.

26. Assignment

The Customer shall not assign or transfer its rights or obligations under the Contract without the Company’s prior written consent.

27. Notices

Any formal notice under the Contract shall be in writing and sent to the registered office or principal business address of the relevant party, or to another address notified by that party for contractual notices.

28. Waiver

Failure or delay by either party in exercising a contractual right shall not constitute a waiver of that right.

29. Severability

If any provision of these Terms is held to be invalid or unenforceable, that provision shall be treated as modified to the minimum extent necessary to make it valid and enforceable. The remaining provisions shall continue in full force.

30. Third-Party Rights

Unless expressly stated otherwise, no person other than the Company and the Customer shall have any right to enforce any provision of the Contract.

31. Entire Agreement

The Contract constitutes the entire agreement between the parties in relation to its subject matter and supersedes previous discussions, correspondence or representations relating to the same subject matter, except in the case of fraud or fraudulent misrepresentation.

The Customer acknowledges that it has not relied upon any statement, promise or representation which is not contained in the Contract.

32. Governing Law and Jurisdiction

The Contract and any dispute or claim arising out of or in connection with it shall be governed by the laws of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract.