Business Terms & Conditions

 1)About us

1.1 Company details. PACK-IT.COM LIMITED (company number 04081206) (we and us)
is a company registered in England and Wales and our registered office is at Parc
Ferryman Newbridge Road Industrial Estate, Pontllanfraith. Our main trading address is
Parc Ferryman, Newbridge Road Industrial Estate, Pontllanfraith Blackwood NP12 2XF.
Our VAT number is 762546809. We operate the website www.pack-it.com.

1.2 Contacting us. To contact us, telephone our customer service team at 08444 171 690
or email us at enquiries@pack-it.com. How to give us formal notice of any matter under
the Contract is set out in clause 16.2.

1.3 We are a member UK Warehousing Association.

2) Our contract with you

2.1 Our contract. These terms and conditions (Terms) apply to the order by you and supply
of services by us to you (Agreement). They apply to the exclusion of any other terms
that you seek to impose or incorporate, or which are implied by law, trade custom,
practice or course of dealing.

2.2 Entire agreement. The Agreement is the entire agreement between you and us in
relation to its subject matter. You acknowledge that you have not relied on any
statement, promise or representation or assurance or warranty that is not set out in the
Agreement.

2.3 Your copy. You should print off a copy of these Terms or save them to your computer at
the time you enter the Agreement for future reference.

3) Placing an order and its acceptance

3.1 Your purchase form or the written acceptance of a quotation by us as the case may be
(Order) constitutes an offer by you to purchase Services in accordance with these
Terms.

3.2 The Order shall only be deemed to be accepted when we issue written acceptance of
the Order at which point and on which date the Agreement shall come into existence
(Commencement Date). At this point, you are not able to terminate the Agreement.

3.3 Each Agreement is for a minimum term of 3 years from the Commencement Date and
will be automatically renewed for subsequent periods of 1 year unless you serve on us
no less than 90 day’s written notice to terminate the Agreement on the contractual expiry
date or each subsequent anniversary date thereafter.

4) Our services (Services)

4.1 Descriptions and illustrations. Any descriptions or illustrations on our site are
published for the sole purpose of giving an approximate idea of the services described in
them. They will not form part of the Agreement or have any contractual force.

4.2 Compliance with specification. Subject to our right to amend the specification (see
clause 4.3) we will supply the Services to you in accordance with any specification for
the Services appearing on our website or which we agree with you separately in writing
at the date of your Order in all material respects.

4.3 Changes to specification. We reserve the right to amend the specification of the
Services if required by any applicable statutory or regulatory requirement or if the
amendment will not materially affect the nature or quality of the Services, and we will
notify you in advance of any such amendment. If we are not able to fulfil the Agreement,
we have the right to terminate it in accordance with clause 13.1(a).

4.4 Reasonable care and skill. We warrant to you that the Services will be provided using
reasonable care and skill.

4.5 Time for performance. We will use all reasonable endeavours to meet any
performance times and dates specified in the Order, but any such times and dates are
estimates only and our failure to perform the Services by such dates will not give you the
right to terminate the Agreement or claim damages.

5) Your obligations

5.1 It is your responsibility to ensure that:
(a) the terms of your order and the specification are complete and accurate;
(b) you cooperate with us in all matters relating to the Services we provide;
(c) you provide us with such information, goods, equipment, tools and materials we
may reasonably require in order to supply the Services, and ensure that they
are complete and accurate in all material respects;
(d) you comply with all applicable laws, including health and safety laws; and
(e) you pay all import and export duty, VAT, business tax or any other charge or fee
imposed by the UK or any other government or any applicable taxing authority

in relation to the Services.

5.2 All goods received under the Agreement in relation to the Services (Stock) shall be
delivered to our premises at your expense and during our normal working hours (8am –
5pm) with at least 2 days written notice prior to arrival. All such Stock shall be easily
identifiable and assignable to your Order, in good condition, properly marked, packaged
and bar coded where possible in order for us to provide the Services.

5.3 The title to any Stock stored at our premises remains with you subject to clause 13.2.
Any Stock in our possession will be stored separately from all other items held by us at
the premises so that it remains readily identifiable as your property.

5.4 We reserve the right to open and inspect any Stock received at our premises. No Stock
shall be deemed accepted by us or become subject to the Agreement until it is delivered
to our premises pursuant to clause 5.2 and signed for by one of our employees. All
Stock is accepted subject to any pre-existing damage.

5.5 If our ability to perform the Services is prevented or delayed by any failure by you to fulfil
any obligation listed in this clause 5 (Your Default):
(a) we will be entitled to suspend performance of the Services until you remedy
Your Default, and to rely on Your Default to relieve us from the performance of
the Services, in each case to the extent Your Default prevents or delays
performance of the Services. In certain circumstances Your Default may entitle
us to terminate the Contract under clause 13 (Termination);
(b) we will not be responsible for any costs or losses you sustain or incur arising
directly or indirectly from our failure or delay to perform the Services; and
(c) it will be your responsibility to reimburse us on written demand for any costs or
losses we sustain or incur arising directly or indirectly from Your Default.

6) Charges

6.1 In consideration of us providing the Services you must pay our charges (Charges) in
accordance with this clause 6.

6.2 The Charges are the prices set out in our quotation and confirmed in the Order.

6.3 If you wish to change the scope of the Services after we accept your order, and we
agree to such change in writing, we will modify the Charges accordingly.

6.4 We take all reasonable care to ensure that the prices stated for the Services are correct
at the time when the relevant information was entered into the system. However, we
reserve our right to amend the Charges with prior notice at which point you may
terminate the Agreement. If we do not hear from you within 48 hours from such notice,
we will charge you the amended Charges.

6.5 Notwithstanding the above, carrier rate increases, and labour rate increases according to National Living Wage directorate, such rate increases shall become effective as of the date imposed by the applicable freight companies/commercial carriers selected by the customer. Such rate % changes shall not exceed actual % changes in cost incurred by Pack-it.

6.6 Our Charges are exclusive of VAT and any other third party expenses such as delivery
charges and custom duties. Where VAT is payable in respect of some or all of the
Services you must pay us such additional amounts in respect of VAT, at the applicable
rate, at the same time as you pay the Charges.

7) How to pay

7.1 Payment for the Services is due 14 days from the date of invoice.

7.2 We require you to pay for the Services by bank transfer to the bank account detailed in
our invoice.

7.3 We will send you an electronic invoice within 7 days from the Commencement Date. For
any failed or cancelled payments, a £20 administration fee will be levied.

7.4 If you fail to make a payment under the Agreement by the due date, then, without limiting
our remedies under clause 13 (Termination), you will have to pay interest on the overdue
sum from the due date until payment of the overdue sum, whether before or after
judgment. Interest under this clause 7.4 will accrue each day at 6% a year above the
Bank of England’s base rate from time to time, but at 5% a year for any period when that
base rate is below 0%.

8) Complaints

If a problem arises or you are dissatisfied with the Services, please contact Customer
Services at customerservices@pack-it.com.

9) Intellectual property rights

9.1 All intellectual property rights in or arising out of or in connection with the Services (other
than intellectual property rights in any materials provided by you) will be owned by us.

10) How we may use your personal information

10.1 We will use any personal information you provide to us to:
(a) provide the Services;
(b) process your payment for the Services; and
(c) inform you about similar services that we provide, but you may stop receiving
these at any time by contacting us.

10.2 We will process your personal information in accordance with our http://www.pack-it.com/privacy-policy/, the terms of which are incorporated into this Contract.

11) Limitation of liability

11.1 We have obtained insurance cover with a reputable insurance company in respect of our
own legal liability for individual claims. We strongly recommend that you contact us and
request a copy of our insurance policy to confirm that it meets and satisfies your
requirements as you are responsible for making your own arrangements for the
insurance of any loss and / or any damage that is not currently insured by us. Please
note that we will not be liable for any loss or damage relating to the Stock whilst in transit
to or from our premises unless additional insurance is requested.

11.2 Nothing in the Agreement limits any liability which cannot legally be limited, including
liability for:

(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 2 of the Supply of Goods and Services
Act 1982 (title and quiet possession).

11.3 Subject to clause 11.2, we will not be liable to you, whether in contract, tort (including
negligence), for breach of statutory duty, or otherwise, arising under or in connection
with the Agreement for:
(a) loss of profits;

(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of or damage to goodwill; and
(f) any indirect or consequential loss.

11.4 Subject to clause 11.2, our total liability to you arising under or in connection with the
Agreement, whether in contract, tort (including negligence), breach of statutory duty, or
otherwise, will be limited to the Charges received in relation to the Contract.

11.5 We have given commitments as to compliance of the Services with the relevant
specification in clause 4.2. In view of these commitments, the terms implied by sections
3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent
permitted by law, excluded from the Contract.

11.6 Unless you notify us that you intend to make a claim in respect of an event within the
notice period, we shall have no liability for that event. The notice period for an event
shall start on the day on which you became, or ought reasonably to have become, aware
of the event having occurred and shall expire 1 month from that date. The notice must
be in writing and must identify the event and the grounds for the claim in reasonable
detail.

11.7 At all times, you shall indemnify us against all liabilities, costs, expenses, damages and
losses (including any direct, indirect or consequential losses, loss of profit, loss of
reputation and all interest, penalties and legal costs (calculated on a full indemnity basis)
and all other professional costs and expenses suffered or incurred by us arising out of or
in connection with:  (a) any claim made against us in respect of damage to property, death or personal
injury arising out of or in connection with any Stock that is or may become
poisonous, corrosive, flammable, volatile, explosive or radioactive;

(b) any claim made against us arising out of your failure to comply with any
statutory or HMRC requirements, including administrative requirements,
concerning the payment of the requisite tax, customs or duties in respect of the
Stock and provision of the Services; and
(c) any claim made against us for interference with the rights of third party arising
out of or in connection with provision of the Services.

11.8 This clause 11 will survive termination of the Agreement.

12) Confidentiality

12.1 We each undertake that we will not at any time disclose to any person any confidential
information concerning one another’s business, affairs, customers, clients or suppliers,
except as permitted by clause 12.2.

12.2 We each may disclose the other’s confidential information:
(a) to such of our respective employees, officers, representatives, subcontractors or
advisers who need to know such information for the purposes of exercising our
respective rights or carrying out our respective obligations under the Contract.
We will each ensure that such employees, officers, representatives,
subcontractors or advisers comply with this clause 12; and
(b) as may be required by law, a court of competent jurisdiction or any
governmental or regulatory authority.

12.3 Each of us may only use the other’s confidential information for the purpose of fulfilling
our respective obligations under the Contract.

13) Termination

13.1 Termination. Without limiting any of our other rights, we may suspend the performance
of the Services, or terminate the Agreement with immediate effect by giving written
notice to you if:

(a) we are not able to provide the Services in accordance with the required
specification;
(b) you have not fulfilled your obligations referred to in clause 5;
(c) you commit a material breach of any term of the Agreement and (if such a
breach is remediable) fail to remedy that breach within 14 days of you being
notified in writing to do so;

(d) you fail to pay any amount due under the Agreement on the due date for
payment;
(e) you take any step or action in connection with you entering administration,
provisional liquidation or any composition or arrangement with your creditors
(other than in relation to a solvent restructuring), applying to court for or
obtaining a moratorium under Part A1 of the Insolvency Act 1986, 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 your assets or
ceasing to carry on business or, if the step or action is taken in another
jurisdiction, in connection with any analogous procedure in the relevant
jurisdiction;
(f) you suspend, threaten to suspend, cease or threaten to cease to carry on all or
a substantial part of your business; or

(g) your financial position deteriorates to such an extent that in our opinion your
capability to adequately fulfil your obligations under the Agreement has been
placed in jeopardy.

13.2 On termination of the Agreement for any reason, you agree to arrange for the collection
of any Stock stored with us to be removed from our premises within 30 days. If you fail
to remove such Stock, you hereby irrevocably appoint us as your agent to store or
dispose of any Stock or items we hold on your behalf in our premises until our invoices
are fully paid. If you are not able to pay for whatever reason, you confirm that you assign
the full ownership title to these items to us.

13.3 Further to clause 13.3, you agree to pay all due charges, fees and expenses incurred by
us pursuant to or in relation to supply of the Services and the Agreement within 5
working days from the receipt of a valid invoice.

13.4 Survival. Any provision of the Agreement that expressly or by implication is intended to
come into or continue in force on or after termination will remain in full force and effect.

14) Events outside our control

14.1 We will not be liable or responsible for any failure to perform, or delay in performance of,
any of our obligations under the Agreement that is caused by any act or event beyond
our reasonable control (Event Outside Our Control).

14.2 If an Event Outside Our Control takes place that affects the performance of our
obligations under the Agreement:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) our obligations under the Agreement will be suspended and the time for
performance of our obligations will be extended for the duration of the Event
Outside Our Control. We will arrange a new date for performance of the
Services with you after the Event Outside Our Control is over.

15) Non-solicitation

You must not attempt to procure services that are competitive with the Services from any
of our directors, employees or consultants, whether as an employee or on a freelance
basis, during the period that we are providing the Services to you and for a period of two
years following termination of the Agreement.

16) Communications between us

16.1 When we refer to “in writing” in these Terms, this includes email.

16.2 Any notice or other communication given under or in connection with the Contract must
be in writing and be delivered personally, sent by pre-paid first class post or other next
working day delivery service, or email.

16.3 A notice or other communication is deemed to have been received:
(a) if delivered personally, on signature of a delivery receipt;
(b) if sent by pre-paid first class post or other next working day delivery service, at
9.00 am on the second working day after posting; or
(c) if sent by email, at 9.00 am the next working day after transmission.

16.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter,
that such letter was properly addressed, stamped and placed in the post and, in the case
of an email, that such email was sent to the specified email address of the addressee.

16.5 The provisions of this clause will not apply to the service of any proceedings or other
documents in any legal action.

17) General

17.1 Assignment and transfer
(a) We may assign or transfer our rights and obligations under the Agreement to
another entity.
(b) You may only assign or transfer your rights or your obligations under the
Agreement to another person if we agree to the assignment in writing.

17.2 Variation. Any variation of the Agreement only has effect if it is in writing and signed by
you and us (or our respective authorised representatives).

17.3 Waiver. If we do not insist that you perform any of your obligations under the
Agreement, or if we do not enforce our rights against you, or if we delay in doing so, that
will not mean that we have waived our rights against you or that you do not have to
comply with those obligations. If we do waive any rights, we will only do so in writing,
and that will not mean that we will automatically waive any right related to any later
default by you.

17.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant
authority decides that any of them is unlawful or unenforceable, the remaining
paragraphs will remain in full force and effect.

17.5 Third party rights. The Agreement is between you and us. No other person has any
rights to enforce any of its terms.

17.6 Governing law and jurisdiction. The Agreement is governed by English and Welsh law
and we each irrevocably agree to submit all disputes arising out of or in connection with
the Agreement to the exclusive jurisdiction of the English courts.