Conditions of Sale

 

The Customer's attention is drawn in particular to the provisions of clause 9.

 

 1. INTERPRETATION
 1.1 Definitions:

"Business Day" a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

"Conditions" the terms and conditions set out in this document as amended from time to time in accordance with clause 11.4.

"Contract" the contract between Pangaea and the Customer for the sale and purchase of the Goods in accordance with these Conditions and the Order.

"Customer" the person or firm who purchases the Goods from Pangaea.

"Goods" the goods (or any part of them) set out in the Order.

"Order" the Customer's order for the Goods, as set out in the Customer's order form.

"Pangaea" means Pangaea Laboratories Limited (registered in England and Wales with company number 03783618).
 1.2 Interpretation
 1.2.1 A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
 1.2.2 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
 1.2.3 A reference to writing or written includes emails.
 
 2. BASIS OF CONTRACT
 2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
 2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order are complete and accurate.
 2.3 The Order shall only be deemed to be accepted when Pangaea issues an "order confirmation", at which point the Contract shall come into existence.
 2.4 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
 2.5 Any samples, drawings, descriptive matter or advertising produced by Pangaea and any descriptions or illustrations contained in Pangaea’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
 2.6 A quotation for the Goods given by Pangaea shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.
 
 3. GOODS
 3.1 The Goods are described in the Order.
 3.2 Pangaea reserves the right to amend the Goods whether before or after the acceptance of any Order if required by any applicable statutory or regulatory requirements.
 
 4. DELIVERY
 4.1 Unless otherwise agreed between the parties in writing in respect of any particular Order the time for delivery of any Order shall not be of the essence, and in no event shall Pangaea be liable to the Customer for any loss of trade or profit occurring to the Customer if Pangaea is directly or indirectly prevented or hindered from fulfilling any Order within a reasonable time or at all for reasons beyond its reasonable control.
 4.2 Unless otherwise agreed in writing between Pangaea and the Customer, the Customer shall collect the Goods from Pangaea's premises at Pangaea Laboratories, Unit G-H, Ventura Park, Colney Street, Herts, AL2 2DB or such other location as may be advised by Pangaea prior to delivery (Delivery Location) within three Business Days of Pangaea notifying the Customer that the Goods are ready.
 4.3

If the Customer fails to take delivery of the Goods within five Business Days of Pangaea notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by an event or circumstance beyond its reasonable control or Pangaea's failure to comply with its obligations under the Contract:

  • 4.3.1 delivery of the Goods shall be deemed to have been completed at 9:00 am on the fifth Business Day after the day on which Pangaea notified the Customer that the Goods were ready; and
  • 4.3.2 Pangaea shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
 4.4 If five Business Days after the day on which Pangaea notified the Customer that the Goods were ready for delivery the Customer has not accepted delivery of them, Pangaea may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
 4.5 If Pangaea fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. Notwithstanding the foregoing, Pangaea shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by an event or circumstance beyond its reasonable control or the Customer’s failure to provide Pangaea with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
 
 5. QUALITY
 5.1 Pangaea warrants that on delivery the Goods shall conform to their description in the Order and it will use its reasonable endeavours to ensure that all Goods supplied will be of satisfactory quality and will comply with any legal or other specification agreed with the Customer.
 5.2

Subject to clause 5.3, if:

  • 5.2.1 the Customer gives notice in writing by email to hello@pangaea.co.uk within a reasonable time of discovery and in any event within three (3) months of such discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;
  • 5.2.2 Pangaea is given a reasonable opportunity of examining such Goods; and
  • 5.2.3 the Customer (if asked to do so by Pangaea) returns such Goods to Pangaea place of business at the Customer’s cost,

Pangaea shall, at its option, replace the defective Goods or refund the price of the defective Goods in full.

5.3

Pangaea shall not be liable for the Goods' failure to comply with the warranty set out in clause 5.1 in any of the following events:

  • 5.3.1 the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;
  • 5.3.2 the defect arises because the Customer failed to follow Pangaea's oral or written instructions as to the storage or use of the Goods or (if there are none) good trade practice regarding the same;
  • 5.3.3 the Customer alters or repairs such Goods without the written consent of Pangaea; or
  • 5.3.4 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions.
5.4 Except as provided in this clause 5, Pangaea shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.
5.5 All warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
5.6 These Conditions shall apply to any replacement Goods supplied by Pangaea.
 5.7 Should the Customer be notified or become aware that an end user of any Goods suffers an adverse reaction to such Goods the Customer shall, within 3 Business Days of being so notified or becoming aware, give notice of the same to Pangaea by email to hello@pangaea.co.uk and shall complete a "Client Reaction Form" if requested by Pangaea.
 5.8 Following receipt of notification in accordance with clause 5.7 Pangaea shall issue a support case ID to the Customer and shall investigate the matter. In order to assist Pangaea with its investigation the Customer shall provide Pangaea with such information as Pangaea may request which may include: photographs of the affected area, box numbers, batch codes and training certificates.
 5.9 Unless the Customer notifies Pangaea that it intends to make a claim in respect of an event for which Pangaea has liability under these Conditions within the notice period referred to in clause 5.2.1 above, Pangaea shall have no liability for that event.
 
 6 TITLE AND RISK
 6.1 Unless otherwise agreed between the parties from time to time in writing, the entire risk in all Goods supplied by Pangaea to the Customer hereunder shall pass to the Customer at the time of delivery to the carrier at the Delivery Location.
 6.2 Notwithstanding delivery of the Goods and the passing of risk the title in the Goods shall not pass to the Customer and Pangaea shall remain the legal and beneficial owner of the Goods until Pangaea has received in cash or cleared funds payment in full of the price of the Goods together with all and any interest due thereon pursuant to this Agreement.
 6.3 Until such time as the title in the Goods passes to the Customer, the Customer shall hold the Goods as Pangaea's fiduciary agent and bailee, and shall keep the Goods separate from those of the Customer and third parties and identified as Pangaea's property and properly stored, protected and insured with an insurance company of repute in an amount which is not less than the price payable by the Customer therefor.  The Customer shall ensure that the interest of Pangaea is noted on any insurance policy effected pursuant to this clause.  Until that time the Customer shall be entitled to resell the Goods in the ordinary course of its business but shall account to Pangaea for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the Customer and third parties and in the case of tangible proceeds, properly stored, protected and insured.
 6.4 Until such time as the title in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold), Pangaea (or its duly authorised representative) shall be entitled at any time to require the Customer to deliver up the Goods to Pangaea and, if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods.
 6.5 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of Pangaea, but if the Customer does so all moneys owing by the Customer to Pangaea shall (without prejudice to any other right or remedy of Pangaea) immediately become due and payable.
 6.6 If the Customer (having sold or otherwise disposed of the Goods) has not received the proceeds of any sale of the Goods it will, if called upon so to do by Pangaea, within seven days thereof assign to Pangaea all rights against the person or persons to whom it has sold the Goods.
6.7 Pangaea shall be entitled to maintain an action for the price of any Goods notwithstanding that title in them has not passed to the Customer.
 
 7. PRICE AND PAYMENT
 7.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in Pangaea’s published price list in force as at the date of delivery.
 7.2

Pangaea may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

  • 7.2.1 any request by the Customer to change the delivery date(s), quantities or types of Goods ordered; or
  • 7.2.2 any delay caused by any instructions of the Customer or failure of the Customer to give Pangaea adequate or accurate information or instructions.
 7.3 The price of the Goods excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to Pangaea at the prevailing rate, subject to the receipt of a valid VAT invoice.
 7.4 All Goods shall (unless otherwise agreed between the parties) be sold on an ex-works (Delivery Location) Incoterms 2010 basis, and accordingly the Customer shall, in addition to the price, be responsible for obtaining any export or import licences and for arranging and paying all costs of transport and insurance.  Pangaea may, if requested, subject to agreement between the parties on the additional charges payable by the Customer to Pangaea in respect thereof for each consignment, as agent for the Customer and at the Customer's cost arrange for the carriage of the Goods to the Customer's premises and the insurance thereof during such carriage.
 7.5 If, notwithstanding the provisions of clause 7.4 above, Pangaea at the request of the Customer shall load any Goods onto any vehicle or other transport equipment on behalf of the Customer such activity shall be carried out at the sole risk of the Customer who acknowledges that Pangaea does not assume any liability in connection therewith howsoever arising including for any wilful default or deliberate act or omission.
 7.6 Pangaea may invoice the Customer for the Goods on or at any time after the formation of the Contract.
 7.7 The Customer shall pay the invoice on the date of the invoice in full and in cleared funds and in any case before the Goods are released for delivery and the due date for payment of any such invoice including for the purposes of the calculation of any interest due from the Customer shall be the date of the Pangaea's invoice. Payment shall be made to the bank account nominated in writing by Pangaea. Time for payment is of the essence.
 7.8 If the Customer fails to make any payment due to Pangaea under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Barclays Bank PLC’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
 7.9 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Pangaea may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by Pangaea to the Customer.
 
 8. TERMINATION
 8.1

Without limiting its other rights or remedies, Pangaea may terminate the Contract with immediate effect by giving written notice to the Customer if:

  • 8.1.1 the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within fourteen days of that party being notified in writing to do so;
  • 8.1.2 the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
  • 8.1.3 the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
  • 8.1.4 the Customer’s financial position deteriorates to such an extent that in Pangaea’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
 8.2 Without limiting its other rights or remedies, Pangaea may suspend provision of the Goods under the Contract or any other contract between the Customer and Pangaea if the Customer becomes subject to any of the events listed in clause 8.1.1 to clause 8.1.4, or Pangaea reasonably believes that the Customer is about to become subject to any of them.
 8.3 Without limiting its other rights or remedies, Pangaea may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
 8.4 On termination of the Contract for any reason the Customer shall immediately pay to Pangaea all of Pangaea’s outstanding unpaid invoices and interest.
 8.5 Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract that existed at or before the date of termination.
 8.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
 
 9. LIMITATION OF LIABILITY
9.1

Nothing in these Conditions shall limit or exclude Pangaea's liability for:

  • 9.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
  • 9.1.2 fraud or fraudulent misrepresentation;
  • 9.1.3 any matter in respect of which it would be unlawful for Pangaea to exclude or restrict liability.
 9.2

Subject to clause 9.1:

  • 9.2.1 Pangaea shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:
    • a) any loss of profit, revenue, sales, business, anticipated savings, goodwill or reputation (in each case whether such loss is categorised as direct or indirect loss); or
    • b) any loss that is an indirect or secondary consequence of any act or omission of Pangaea;
  • 9.2.2 Pangaea's total liability to the Customer in respect of all loss or damage arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to £5,000,000 GBP for any one event or series of connected events.
 
 10.

FORCE MAJEURE

Neither the Customer or Pangaea shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract (save for the Customer's obligation to pay the price) if such delay or failure result from an event or circumstance beyond its reasonable control. If the period of delay or non-performance continues for 90 days, the party not affected may terminate the Contract by giving 30 days written notice to the affected party.

 
 11. GENERAL
 11.1

Restriction on sales of Goods from other websites. The Customer agrees not to sell, whether directly or indirectly, any Goods on or through:

  • 11.1.1 any marketplace or auction website (including eBay and Amazon); or
  • 11.1.2 any other website which has not been pre-approved by Pangaea in writing (such approval not to be unreasonably withheld or delayed).
 11.2

Assignment and other dealings.

  • 11.2.1 Pangaea may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
  • 11.2.2 The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Pangaea.
 11.3

Entire agreement.

  • 11.3.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
  • 11.3.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
 11.4 Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
 11.5 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
 11.6 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
 11.7

Notices.

  • 11.7.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, email.
  • 11.7.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 11.7.1; if sent by pre-paid first class post or other next working day delivery service, at 9:00 am on the two Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by email, one Business Day after transmission.
  • 11.7.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
 11.8 Confidentiality. The Customer agrees to keep confidential and not to disclose to any third party (save as required by law) any confidential information it receives from Pangaea in connection with the Conditions or any Contract, including the terms of any Contract.
 11.9 Third party rights. No one other than a party to the Contract and their permitted assignees shall have any right to enforce any of its terms.
 11.10 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England.
 11.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
 
 
Version 3.0
Effective Date 18th August 2020
Ref: PAN/0033/00018/19811253/1