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Terms & Conditions

Terms & Conditions of Trading

1. Definitions
1.1 In the Conditions: -
“the Buyer” means the Person who accepts a quotation of the Seller for the sale of the Goods, or whose orders for the
Goods is accepted by the Seller;
“the Conditions” means the standard terms and conditions of sale set out herein and (unless the context otherwise requires)
Includes any special terms and conditions agreed in writing between the Buyer and the Seller and specified herein or
“the Contract” means the contract for the purchase and sale of the Goods.
“the Goods” means the goods (including any instalment of the Goods or any part of them) which the Seller is to supply in
accordance with these Conditions and as described on the face hereof:
“Person” means an individual or a body corporate or unincorporated or a partnership and “Persons” and shall be construed
“the Seller” means Pan World Brands Limited:
“Writing” shall have the ordinary meaning ascribed to it, including type written documents or communications and shall
include telex, cable, facsimile 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 Except where the context otherwise requires words herein denoting the singular include the plural and vice versa; words denoting any one gender include all genders

1.4 Reference to clauses are, unless the context otherwise permits, reference to clauses of these Conditions.

1.5 Clause headings herein are for reference only and do not affect the construction of these Conditions or the Contract.

2. Parties
2.1 The Parties to these Conditions are the Seller and the Buyer. All transactions as between the Seller and the Buyer are as between principal and principal and are subject to the following expressed conditions.

3. Variation
3.1 The Contract between the Company and the Buyer cannot be varied, altered or excluded unless such variations, alterations or exclusion is agreed between the parties in Writing between the authorised representatives of the Seller and the Buyer (being in the case of the Seller a Director of the Seller) and signed by the parties to be bound.

4. Waiver
4.1 Any concession, latitude or waiver allowed by the Seller at any time shall only apply to the extent specifically covered by such concession, latitude or waiver and shall not prevent the Seller otherwise exercising its full rights under the Contract and these Conditions.

5. Acceptance of Orders
5.1 The Contract between the Seller and the Buyer shall only become binding upon the confirmation of acceptance in Writing of an order by the Seller and signed by the Seller’s duly authorised representative and all quotations or tenders made and price or product lists supplied by the Seller shall be treated as invitations to treat only.

5.2 The Seller reserves the right to accept or refuse orders. The Seller also reserves the right (without prejudice to any other remedy) to cancel any uncompleted order or to suspend delivery in the event of the Buyer’s commitments (including in particular, without limitation, the payment on the due dates for Goods delivered) with the Seller not being met. The Seller reserves the right to refuse, modify or renegotiate orders in the event of changes in HM Government’s trade policy pertaining to imports, tariffs, surcharges, pound sterling exchange rate fluctuations, and other conditions affecting the charges, quotes or procedures the Seller is obliged to follow. If an order is cancelled by the Seller in the aforementioned circumstances then the Buyer shall be liable to indemnify the seller against all loss, costs (including the cost of all labour and materials used and overheads incurred), damages, charges and expenses arising out of the orders and the cancellation thereof (the Seller giving credit for value of any such materials sold or utilised for other purposes).

5.3 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the seller to perform the Contract in accordance with its terms.

5.4 The quantity quality and description of and any specification for the Goods shall be those set out in the Seller’s quotations (if accepted by the Buyer) or the Buyer’s order (if accepted by the Seller).

5.5 If the goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trademark or other industrial or intellectual property rights of any other Person which results from the Seller’s use of the Buyer’s specification.

5.6 The Seller reserves the right to make any changes in the specification of the Goods which are required to confirm with any applicable safety or other statutory requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.

6. Representations
6.1 The Seller’s employees or agents are not authorised to make a legally binding representation concerning the Goods or this Contract and no representations shall bind the Seller unless the same shall have been put into Writing and signed by a Director of the Seller.

6.2 In entering into this Contract, the Buyer acknowledges that it does not rely on and waives any claim for breach of any representations which are not confirmed in Writing as provided for in clause 6.1

6.3 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.

6.4 All illustrations, drawings and general descriptions accompanying any quotation from the Seller or contained in the Seller’s price lists, advertisements or other literature or otherwise provided to the Buyer are intended for general guidance only and shall not be binding by the Seller and are only approximate indications of the type, size or colour of Goods quoted for and sales of such Goods shall not be by reference thereto. Any typographical, clerical or other error or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.

7. Carriage and Packaging
7.1 Unless expressly stated in Writing by the Seller all prices quoted are ex-works and carriage is not included.

7.2 The packaging of the Goods is at the sole discretion of the Seller who shall have the right to pack the Goods in such manner and with such materials as it things fit.

8. Price
8.1 All prices shall be exclusive of Value Added Tax and any other taxes from time to time in force and shall be such prices as stated by the Seller.

8.2 Prices shall be subject to variation at the sole discretion of the Seller at any time.

8.3 The price of the Goods shall be the Seller’s quoted price. The Seller reserves the right, by giving notice to the Buyer at any time before delivery to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factory beyond the control of the seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, material, material or other costs of manufacture), any change in delivery dates, quantities or specification for the Goods which is requested by the Buyer, or any delay cause by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.

9. Payment
9.1 Once credit checks are made and assuming satisfactory credit cover is obtained then, subject to clause 8.2 the Seller will invoice the Buyer immediately upon dispatch of ordered Goods. Save where otherwise indicated on the invoice in Writing the total
value must be paid by the Buyer to the Seller within 30 days of delivery of the Goods which are the subject matter of the invoice in question (Notwithstanding the above, terms of payment are subject to credit checks and can be subject to change, depending upon the findings of up to date credit checks being obtained. In the event of any credit limit, that is set by the Seller, being exceeded then payment of the difference would be on a pro-forma basis).

9.2 Where the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case maybe) the Seller has tendered delivery of the Goods.
9.3 The time for payment of the price shall be of the essence of this Contract. Should full payment of invoices from the Buyer not be received by the Seller within the required period, the Buyer will be liable to the Seller for a late payment surcharge in accordance with clause 9.4.3

9.4 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to: -

9.4.1 cancel the Contract or suspend any further deliveries to the Buyer and/or
9.4.2 appropriate any payment made by the Buyer to such of the Goods (or the Goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fir (notwithstanding any purported appropriation by the Buyer and/or
9.43 charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of four per cent per annum above Barclays Bank plc base rate from time to time, until payment in full is made (a part of a month being treated as full month for the purpose of calculating interest).

10. Collection
10.1 If the recovery of any sums outstanding from the Buyer to the Seller is passed to a debt collection agency, the Buyer shall pay the Seller’s costs incurred on an indemnity basis in instructing the said debt collection agency and all legal and other costs ancillary thereto.

11. Delivery
11.1 Save where the Buyer collects the Goods from the Seller’s premises (in which case delivery shall take place the Seller’s premises) delivery shall take place at the Buyer’s premises or such other actual location of which the Buyer shall have previously notified the seller in Writing.

11.2 The Seller will endeavour to complete on any delivery dates stipulated, but such dates are only estimated and the Seller but will not be liable to the Buyer fro any loss, damage, injury, penalty, claim or any matter of whatsoever nature arising from any delay in delivery and time for delivery shall not be of the essence of the Contract.

11.3 The Seller shall be entitled to deliver Goods by instalments. Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to delivery any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.

11.4 The Seller reserves the right to withhold delivery of Goods and to the Buyer at any time when the Buyer is exceeding or upon delivery would exceed any credit limit with the Seller either in relation to such Goods or otherwise.

11.5 A delivery or collection note signed by or on behalf of the Buyer or of the Buyer’s customer or the duly authorised agent of either of them is deemed to be absolute evidence of delivery or collection of the Goods specified therein.

12. Demurrage
12.1 Where the unloading of Goods is for any reason delayed the Buyer shall indemnify the Seller in respect of any loss or damage which it may sustain in consequence thereof.

13. Storage Charges
13.1 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of the Seller’s fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may: -

13.1.1 store the Goods until actual delivery and charge the Buyer for the reasonable cost (including insurance) of storage;
13.1.2 sell the Goods to the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.

14. Claims and Damages
14.1 The Buyer shall upon delivery examine the Goods and shall promptly (but in any event within seven working days of delivery) notify the Seller in Writing of any apparent damages, defect or shortage.

14.2 In default of the written notification referred to in clause 14.1 the Seller shall be deemed conclusively to have properly performed its obligations under the Contract..

14.3 Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable for any loss or damage of whatsoever nature or to whomsoever or howsoever caused arising out of the use of the supply of the Goods supplied by it hereunder notwithstanding that the same may be due to negligence on the part of the Seller’s employees or agents or to any defect inherent, latent or otherwise which may be or which may subsequently develop in products. Goods or materials supplied by the Seller or otherwise howsoever arising.

14.4 The Seller shall not be liable or held responsible for any damages, costs, charges or expenses awarded against or any

14.5 In the event of a claim, settlement will be limited to the value of the Goods defectively processed and will in no way extend to consequential loss howsoever caused.

14.6 All Goods must be stored by the Buyer in suitable conditions and the Seller will not be liable for the Buyer for any defects brought about by the Buyer storing the Goods in unsuitable conditions.

14.7 Goods supplied to the Buyer may not be returned without the Seller’s Written consent. The Seller reserves the right to refuse Goods so returned.

14.8 The Seller shall not be liable for any claims arising out of the mis-use of the Goods by the Buyer or by any other Person.

15 Title and Risk
15.1 The Buyer acknowledges that before entering into Contract for the purchase of the Goods from the Seller, it was expressly represented and warranted to the Seller that it is no insolvent and there are no circumstances which would entitle any debenture holder or secured creditor to appoint a receiver or entitle any person to petition for its winding up or exercise any other right over or against the Buyer or its assets.

15.2 Notwithstanding delivery and the passing of risk legal ownership of the Goods shall not pass from the Seller to the Buyer until the Seller has received payment in full of the price for the Goods. Furthermore, title in the Goods shall remain vested in the Seller and shall not pass the Buyer unless and until the full price of any other delivered goods the subject of any other business transaction between the Buyer and the Seller has been paid in full either by way of cash or cleared funds.

15.3 Risk of damage to or loss of the Goods shall pass to the Buyer: -
15.3.1 in the case of the Goods to be delivered at the Seller’s premises, at the time when the Seller notifies the buyer that the Goods are available for collection; or
15.3.2 in the case of Goods to be delivered otherwise than at the Seller’s premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has deemed to have tendered delivery of the

15.4 Until such time as the ownership in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller ficuciary agent and bailee, and shall keep the Goods properly protected and insured and indentified as the Seller’s property.

15.5 Until such time as the legal ownership in the Goods passes to the Buyer, the Seller may at any time enter upon any of the Buyer’s premises or any other premises where the Goods are held (as the case may be) and remove the Goods therefrom and the Buyer permits the Seller access to the said premises to do so. The Buyer shall indemnify the Seller on a full indemnity basis against all loss, damages, costs or expenses so arising including in particular, without limitation, loss, damage, costs or expenses in respect of third party claims

15.6 The Buyer shall not be entitled to pledge or in any way change by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does not so all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.

15.7 The Buyer may attach or fix the Goods to other property belonging to the Buyer, but provided that the Goods may be removed without causing damage (other than superficial damage) to the property of the Buyer such attaching or fixing shall not affect the ownership of the Goods.

15.8 In the event that the price for the Goods is not paid by the due date the Seller shall at its absolute discretion be at liberty either to recover the Goods or maintain an action for the price of the Goods and/or damages.

15.9 No provision of these Conditions shall prejudice the Seller’s rights to exercise any alternative remedies whatsoever in default of payment by the Buyer or any other breach of contract.

15.10 Each of the preceding clauses shall be construed and take effect separately and in the event of one or more of such clause being held ineffective this shall not affect the validity of the remaining clauses.

16. Termination
16.1 Save as herein appears the Buyer shall have no right to cancel the whole or any part of the Contract and if notwithstanding this clause, the Buyer shall purport to cancel the whole or any part of the Contract, the Seller may, by notice in Writing to the Buyer, elect to treat the Contract as repudiated and the Buyer shall thereupon be liable to pay to the Seller by way of liquidated damages a sum equal to all the expenses incurred by the Seller in connection with the Contract including, in particular without limitation, an appropriate amount in respect of administrative overheads, costs and losses or profits.

16.2 The Seller’s reasonable estimate of the expenses incurred by it on repudiation by the Buyer as referred to in clause 16.1 shall Be final and binding on the parties.

16.3 If the Seller for whatsoever cause is unable to make delivery of the Goods on the delivery date set out in the Contract or if the Seller is unable to perform any of its other obligations under the Contract, the Seller may, by notice in Writing to the Buyer, terminate the Contract or suspend the Contract without liability for any loss or damage thereby incurred by the Buyer.

16.4 In addition to the right to cancel any uncompleted order or suspend delivery thereof pursuant of clause 5.2 the Seller shall have a similar right of cancellation of any uncompleted order or to suspend delivery in respect of any orders, where the delivery of such Goods would result in the amount of monies outstanding to the Seller from the Buyer for these Goods and for any other Goods supplied by the Seller, would exceed the Seller’s credit limit on the Buyer, as provided by the Seller’s insurers.

16.5 This clause applies if: -
16.5.1 the Buyer 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 (otherwise than for the purposes of amalgamation or reconstruction); or
16.5.3 the Buyer ceases, or threatens to cease, to carry on business; or
16.5.4 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.

16.6 If clause 16.5 applies, then, without Prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspended any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

17. Samples or Displays
17.1 The Buyer shall be responsible to pay to the Seller for the cost of any samples or displays supplied by the Seller to the Buyer.

18. Force Majeure
18.1 Insofar as the performance of the Contract by the Seller may be affected by any strike, any lack of available transport of materials, any restriction, regulation or decree by any local municipal authority or government department or by any strike, commotion, riot, act of God or for any other cause or reason of whatsoever nature beyond the Seller’s control (which shall be construed without the elusdem generis rule) the Seller may elect at its absolute discretion either: -
18.1.1 to terminate the Contract; or
18.1.2 to proceed to perform or continue performance under the Contract within a reasonable time after the termination of such events or circumstances and with such reasonable variation as the circumstances shall prevail.

19. Consents
19.1 It shall be the responsibility of the Buyer (and not of the Seller) to obtain all consents necessary for the installation and storage of any Goods and to satisfy himself that the installation and storage of such goods in accordance with the provision of any relevant by-laws, regulations or statutes.

20. Severability
20.1 Should any of these Conditions be found by a court or other competent authority to be void or unenforceable such provision shall be deemed to be deleted from these Conditions and the remaining Conditions shall continue in full force and effect.

21. Notices
21.1 Save as herein before otherwise provided, any notice required or permitted to be given by the Buyer under these Conditions shall be in Writing, addressed to the Seller at its trading address shown on the Contract. Any notice required or permitted to be given by the Seller to the Buyer under these Conditions shall be in Writing, address to the Buyer at the address shown for the Buyer herein.

22. Conflict
22.1 to the Extent of any conflict between these Conditions and any Terms and Conditions of the Buyer either on the Buyer’s order form or otherwise, the Conditions herein contained shall take precedence. The Seller shall not be bound by the Buyer’s Terms and Conditions or any of them unless expressly agreed to in writing by a Director of the Seller.

23. Proper Law
23.1 These conditions and Contract shall be construed according to English Law and the parties hereto hereby submit to the non-exclusive jurisdiction of the Courts of England and Wales.