TERMS AND CONDITIONS OF SALE

Foodpack Machinery Solutions Ltd

These Terms and Conditions apply to all quotations, sales, supplies, repairs, refurbishments, servicing, modifications, and related transactions undertaken by Foodpack Machinery Solutions Ltd (“the Seller”).

1. DEFINITIONS

In these Terms and Conditions:

• “Seller” means Foodpack Machinery Solutions Ltd.
• “Buyer” means the person, company, partnership, or organisation purchasing Goods or Services from the Seller.
• “Goods” means all machinery, equipment, parts, refurbished machinery, second-hand machinery, components, accessories, or products supplied by the Seller.
• “Services” means any refurbishment, repair, modification, installation assistance, servicing, inspection, consultation, transport arrangement, or related work undertaken by the Seller.
• “Contract” means any agreement between the Seller and the Buyer for the supply of Goods or Services.

2. APPLICATION OF TERMS

2.1 These Terms and Conditions apply exclusively to all Contracts between the Seller and the Buyer.

2.2 No other terms or conditions shall apply unless expressly agreed in writing by a Director of the Seller.

2.3 Any terms submitted by the Buyer are expressly rejected and shall not apply.

2.4 Acceptance of a quotation, placement of an order, payment, or acceptance of delivery shall constitute full acceptance of these Terms and Conditions.

2.5 All transactions are deemed business-to-business (B2B) transactions unless otherwise agreed in writing.

3. QUOTATIONS

3.1 All quotations are valid for 30 days unless previously withdrawn.

3.2 Quotations are subject to availability of Goods.

3.3 The Seller reserves the right to amend quotations where:

• specifications change,
• additional work is required,
• transport costs increase,
• parts availability changes,
• or exchange/customs costs increase.

3.4 Quotations are invitations to treat and do not constitute a binding contract until accepted by the Seller.

4. PRICE

4.1 All prices are quoted in GBP and exclude VAT unless expressly stated.

4.2 Prices exclude:

• delivery,
• unloading,
• installation,
• commissioning,
• certification,
• customs duties,
• export charges,
• insurance,
• and transport costs unless otherwise stated.

4.3 The Seller reserves the right to amend prices prior to dispatch in the event of:

• increased supplier costs,
• currency fluctuations,
• transport increases,
• labour increases,
• or changes requested by the Buyer.

5. PAYMENT TERMS

5.1 Unless otherwise agreed in writing, payment shall be made in full prior to dispatch.

5.2 Where credit terms are agreed:

• payment must be made within the agreed period,
• time for payment shall be of the essence.

5.3 Interest shall accrue on overdue accounts at:

• 8% per annum above the Bank of England base rate,
• calculated daily.

5.4 The Seller reserves the right to recover:

• legal costs,
• debt recovery costs,
• storage costs,
• repossession costs,
• administrative charges,
• and collection fees.

5.5 The Buyer shall not withhold payment or exercise any set-off rights.

5.6 The Seller may suspend work, withhold delivery, or terminate the Contract where payment is overdue.

6. CONDITION OF GOODS

6.1 Unless expressly stated otherwise in writing, all machinery and equipment are sold:

• refurbished,
• second-hand,
• used,
• reconditioned,
• and strictly on a “sold as seen” basis.

6.2 Goods may contain:

• cosmetic defects,
• wear and tear,
• repairs,
• modifications,
• replacement parts,
• or signs of previous use.

6.3 The Buyer acknowledges that:

• they have had the opportunity to inspect the Goods,
• they are relying solely on their own judgement,
• and they have not relied on any representation unless expressly confirmed in writing.

6.4 Photographs, descriptions, dimensions, capacities, drawings, specifications, weights, and performance details are approximate only.

6.5 Minor deviations shall not constitute grounds for rejection.

7. FOOD SAFETY AND REGULATORY RESPONSIBILITY

7.1 The Buyer is solely responsible for ensuring that all Goods comply with:

• food safety regulations,
• hygiene regulations,
• workplace regulations,
• electrical regulations,
• machinery regulations,
• health and safety laws,
• and all other applicable legislation.

7.2 The Buyer is responsible for:

• cleaning,
• sanitisation,
• inspection,
• validation,
• certification,
• installation,
• maintenance,
• and safe operation of the Goods.

7.3 The Seller does not warrant or guarantee that any Goods are certified, food-safe, compliant, or suitable for any specific production environment unless expressly stated in writing.

7.4 The Seller accepts no liability whatsoever for:

• contamination,
• product recalls,
• production losses,
• hygiene failures,
• food safety breaches,
• regulatory enforcement,
• or consequential losses.

8. INSTALLATION AND TECHNICAL RESPONSIBILITY

8.1 The Seller is not responsible for installation unless expressly agreed in writing.

8.2 Where installation assistance is provided:

• the Buyer remains responsible for final commissioning,
• electrical compliance,
• operator training,
• and safe operation.

8.3 The Buyer must ensure all installation and electrical works are carried out by qualified personnel.

8.4 The Seller accepts no responsibility for:

• incorrect installation,
• misuse,
• unsuitable operating environments,
• inadequate maintenance,
• or unauthorised modification.

9. DELIVERY

9.1 Delivery dates are estimates only.

9.2 Time for delivery shall not be of the essence.

9.3 The Seller shall not be liable for delays caused by:

• transport providers,
• customs delays,
• parts shortages,
• labour shortages,
• force majeure events,
• or circumstances beyond its reasonable control.

9.4 The Buyer must inspect Goods immediately upon delivery.

9.5 Any:

• shortages,
• damage,
• missing items,
• or delivery discrepancies must be reported in writing within 48 hours.

9.6 Failure to notify within this period constitutes acceptance of the Goods.

10. RISK

10.1 Risk in the Goods passes to the Buyer upon:

• delivery,
• collection,
• loading onto transport,
• or transfer to the Buyer’s carrier or agent.

10.2 Goods remain entirely at the Buyer’s risk thereafter.

11. WARRANTIES AND LIABILITY

11.1 Unless expressly stated otherwise in writing, all Goods are supplied without warranty.

11.2 Any warranty provided shall:

• be limited,
• non-transferable,
• and subject strictly to the stated terms.

11.3 To the fullest extent permitted by law, all implied warranties, conditions, and representations are excluded, including:

• satisfactory quality,
• fitness for purpose,
• merchantability,
• durability,
• and performance.

11.4 The Seller shall not be liable for:

• indirect losses,
• consequential losses,
• loss of profits,
• loss of production,
• business interruption,
• loss of contracts,
• or loss of goodwill.

11.5 The Seller’s total liability shall never exceed the amount paid for the Goods or Services giving rise to the claim.

11.6 Nothing in these Terms excludes liability for death or personal injury caused by negligence where such exclusion is prohibited by law.

12. CUSTOMER MACHINERY AND THIRD-PARTY EQUIPMENT

12.1 Any machinery belonging to the Buyer or third parties left in the Seller’s possession is entirely at the owner’s risk.

12.2 The Seller strongly recommends the Buyer maintains adequate insurance cover.

12.3 The Seller shall not be liable for:

• theft,
• accidental damage,
• deterioration,
• electrical failure,
• transport damage,
• or loss arising from repair, refurbishment, testing, modification, or storage.

13. CLAIMS

13.1 The Buyer shall be deemed to have accepted the Goods unless written notice is provided:

1. for non-delivery: within 7 days of invoice date;
2. for shortages or transit damage: within 48 hours of delivery;
3. for defects: within 7 days of delivery.

13.2 The Seller reserves the right to inspect and test any allegedly defective Goods.

13.3 No Goods may be returned without prior written authorisation.

13.4 The Seller’s sole obligation shall be, at its option:

• repair,
• replacement,
• or credit of the purchase price.

14. RETURNS AND CANCELLATION

14.1 Orders may not be cancelled without the Seller’s prior written agreement.

14.2 Deposits are non-refundable.

14.3 Returned Goods may be subject to:

• transport charges,
• inspection charges,
• refurbishment charges,
• and restocking fees.

14.4 Customised, modified, refurbished, or special-order Goods are non-returnable.

15. RETENTION OF TITLE AND REPOSSESSION

15.1 Title to the Goods shall remain with the Seller until:

• full payment has been received,
• and all outstanding sums owed by the Buyer to the Seller have been paid.

15.2 Until title passes:

• the Buyer shall hold the Goods as bailee for the Seller,
• store them separately,
• maintain identifying marks and serial numbers,
• and keep them fully insured.

15.3 The Buyer shall not:

• remove identification labels,
• alter serial numbers,
• or represent ownership before payment is complete.

15.4 The Seller shall have the irrevocable right to enter any premises where the Goods are located for the purposes of:

• inspection,
• repossession,
• removal,
• or recovery.

15.5 The Seller may repossess and resell the Goods without notice where:

• payment is overdue,
• insolvency occurs,
• or the Seller reasonably believes payment may not be made.

15.6 Repossession shall not cancel the Buyer’s liability for outstanding sums.

15.7 The Buyer shall be responsible for all costs associated with recovery and resale.

16. BUYER INSOLVENCY

16.1 The Seller may immediately suspend or terminate the Contract where:

• the Buyer becomes insolvent,
• enters liquidation,
• enters administration,
• has a receiver appointed,
• ceases trading,
• threatens insolvency,
• or materially breaches the Contract.

16.2 All outstanding sums shall become immediately due and payable.

17. FORCE MAJEURE

17.1 The Seller shall not be liable for failure or delay resulting from events beyond reasonable control including:

• fire,
• flood,
• war,
• strikes,
• supply shortages,
• transport disruption,
• labour shortages,
• power failures,
• pandemics,
• government action,
• or supplier failures.

17.2 The Seller may suspend or terminate the Contract without liability in such circumstances.

18. INTELLECTUAL PROPERTY

18.1 The Buyer shall indemnify the Seller against any claims arising from:

• specifications,
• drawings,
• designs,
• instructions,
• or modifications supplied by the Buyer.

18.2 All intellectual property belonging to the Seller remains the property of the Seller.

19. ENTIRE AGREEMENT

19.1 These Terms constitute the entire agreement between the parties.

19.2 The Buyer confirms that it has not relied on any statement, representation, or promise not expressly contained within the Contract.

20. WAIVER

20.1 Failure by the Seller to enforce any provision shall not constitute a waiver.

20.2 Any waiver must be in writing and signed by a Director of the Seller.

21. NOTICES

21.1 Notices may be served by:

• email,
• recorded delivery,
• courier,
• or other written communication.

21.2 Notices shall be deemed received:

• two business days after posting,
• or upon successful electronic transmission.

22. ASSIGNMENT

22.1 The Buyer may not assign or transfer any Contract without the Seller’s written consent.

22.2 The Seller may subcontract or assign any part of the Contract.

23. SEVERANCE

23.1 If any provision is deemed unenforceable, the remaining provisions shall remain in full force and effect.

24. GOVERNING LAW

24.1 These Terms and Conditions and all Contracts shall be governed by the laws of England and Wales.

24.2 The parties submit to the exclusive jurisdiction of the courts of England and Wales.

25. CLAUSE HEADINGS

25.1 Headings are for convenience only and shall not affect interpretation.

26. CONTACT DETAILS

Foodpack Machinery Solutions Ltd

ADDRESS: Unit 4, Beenham Industrial Estate, Grange Lane, Beenham, Reading, Berkshire, RG7 5PP.

Telephone: 07923445962

Email: maggie.banham@foodpackmachinerysolutions.co.uk

Website: www.foodpackmachinerysolutions.co.uk

END OF TERMS AND CONDITIONS

Last Updated: 06th May 2026