2C Machines Limited (Company No. 15564764) Stockwith Business Park, Stockwith Road, Misterton, Doncaster DN10 4ES

(“the Seller”, “we”, “us”)

These Terms and Conditions apply to all contracts for the supply of Goods by the Seller to any buyer (“the Buyer”, “you”). They override any terms the Buyer seeks to impose.

1. Definitions

• Goods: All types of used (and, where stated, new) food processing, packaging, and related machinery and equipment supplied by the Seller.
• Contract: The quotation or order confirmation issued by the Seller together with these Terms.
• Delivery: As defined in clause 5 below.

2. Basis of Contract

2.1 These Terms apply to the exclusion of all other terms (including any Buyer purchase conditions).

2.2 A quotation is not an offer. A binding Contract is formed only when the Seller issues written order confirmation.

2.3 The Buyer acknowledges that it has inspected (or had the opportunity to inspect) the Goods and relies solely on its own judgment. Goods are sold on an “as seen, as is, where is” basis unless expressly stated otherwise in the order confirmation.

3. Price and Payment

3.1 Prices are ex-works (or as otherwise stated) and are exclusive of VAT, packing, carriage, insurance, and all duties or taxes.

3.2 Full payment is required before release of the Goods unless credit terms are expressly agreed in writing. Time for payment is of the essence.

3.3 Title to the Goods remains with the Seller until full cleared payment has been received and all other sums owed have been settled.

4. Inspection, Condition of Goods and Documentation

4.1 All Goods are used/second-hand unless expressly stated “new” in the order confirmation. The Seller gives no warranty as to condition, age, hours of use, fitness for purpose, performance, safety compliance (including but not limited to UKCA/CE marking, food contact suitability, hygiene standards, or electrical/mechanical integrity), or compliance with current or future food safety/hygiene regulations beyond the description provided in the confirmation.

4.2 No paperwork is guaranteed on second-hand machinery. The only paperwork (including but not limited to manuals, service history records, test certificates, compliance declarations, UKCA/CE documentation, electrical test reports, food-grade certifications, or any other technical/operational documents) that forms part of the sale is that which is expressly specified and listed at the point of sale in the written quotation or order confirmation. The Seller makes no representation or warranty that any other documentation exists, is complete, accurate, up-to-date, or will be provided.

4.3 Implied terms under the Sale of Goods Act 1979 (as amended) sections 13–15 are excluded to the fullest extent permitted by law. 4.4 The Buyer must satisfy itself as to the suitability of the Goods for its intended use (including any required modifications, re-certification, or upgrades) and obtain at its own cost any necessary certifications, approvals, or documentation required by law or its customers.

5. Delivery and Shipping

5.1 Unless otherwise expressly agreed in the order confirmation, all sales are EX-WORKS (Incoterms 2020) from the Seller’s premises or the location where the Goods are stored.

5.2 All goods carried under BIFA 2021 Conditions of Carriage (a copy is available on request).

5.3 All rates quoted are exclusive of VAT, insurance, customs clearance, and any duties or taxes unless otherwise specified.

5.4 Goods must be adequately packed for export/import by the Buyer (or its carrier). The Seller accepts no responsibility for damage caused by inadequate or unsuitable packing.

5.5 If the Seller agrees to arrange shipping (at the Buyer’s express written request and cost): (a) The Seller acts only as the Buyer’s agent for arranging transport/forwarding. All freight, insurance, handling, and third-party charges are payable by the Buyer in advance or on demand. (b) The Buyer is solely responsible for:

• Obtaining and paying for adequate all-risks marine/transit insurance from the moment risk passes;
• All customs clearance (export from the UK and import into the destination country), including duties, taxes, VAT, levies, licences, permits, and brokerage fees;
• Providing accurate shipping instructions, documentation, and compliance with all export/import controls and sanctions.

5.6 The Seller will use reasonable endeavours to supply basic commercial invoices, packing lists, and (where applicable) standard export documentation, but gives no warranty as to their sufficiency or acceptance by any authority.

5.7 Risk in the Goods passes to the Buyer:

• On loading onto the Buyer’s (or its carrier’s) vehicle if collected; or
• When the Goods are handed to the first carrier if shipping is arranged by the Seller. Thereafter the Goods travel entirely at the Buyer’s risk.

5.8 The Seller expressly excludes all liability for the following (whether caused by negligence or otherwise):

• Any failure or delay in customs clearance or seizure/confiscation of Goods by any authority;
• Any general shipping issues, delays, port congestion, carrier insolvency, or routing problems;
• Loss, damage, theft, deterioration, or contamination of the Goods during transit or storage;
• Loss of or damage to the vessel, container, or carrier;
• Acts of war, hostilities, terrorism, piracy, civil unrest, strikes, lock-outs, embargoes, government actions, or any other force majeure event affecting transport;
• Any consequential or indirect loss (including loss of production, profit, or contracts).

5.9 The Buyer must insure the Goods on all-risks terms from the point risk passes and provide evidence of cover if requested. The Seller shall have no obligation to assist with claims under the Buyer’s insurance.

5.10 Time of delivery/shipment is an estimate only and not of the essence. The Seller is not liable for any delay.

6. Force Majeure

The Seller shall not be liable for any failure or delay caused by any circumstance beyond its reasonable control, including (without limitation) acts of war, terrorism, strikes, epidemics, government restrictions, or shipping disruptions.

7. Liability and Exclusions

7.1 The Seller’s total liability under or in connection with the Contract shall not exceed the price paid for the Goods.

7.2 The Seller excludes all liability for indirect, consequential, or special loss, loss of profit, production downtime, or pure economic loss.

7.3 Nothing in these Terms excludes liability for death or personal injury caused by negligence or for fraud.

8. Warranties

Any short warranty (e.g. 30–90 days for major mechanical failure only) must be expressly stated on the order confirmation. Otherwise, no warranty is given on used Goods. All claims must be notified in writing within 7 days of delivery/collection and the Goods made available for inspection.

9. General

9.1 These Terms constitute the entire agreement between the parties.

9.2 Governing Law: These Terms are governed by English law. The parties submit to the exclusive jurisdiction of the English courts.

9.3 The Buyer may not assign the Contract without the Seller’s prior written consent.

Acceptance By placing an order or accepting delivery, the Buyer confirms that it has read, understood, and agrees to these Terms and Conditions in full.