1. Definitions

1.1 Buyer – the person, business, or organisation purchasing Goods from PanaEpos Limited.
1.2 Conditions – these Terms and Conditions of Sale, including any special terms agreed in writing.
1.3 Delivery Address – the address where the Goods are to be delivered, as confirmed in the Order Confirmation (unless otherwise agreed in writing).
1.4 Delivery Date – the date we confirm for delivery of the Goods.
1.5 Goods – the products and any related services you agree to purchase from us.
1.6 Order Confirmation – the written confirmation we send you once your order has been accepted.
1.7 Price – the cost of the Goods, including VAT (if applicable), but excluding delivery charges (unless otherwise stated).
1.8 Seller – PanaEpos Limited.

2. How These Terms Apply

2.1 These Conditions apply to all sales of Goods by PanaEpos Limited. They override any other terms the Buyer may try to apply, unless we agree otherwise in writing.
2.2 Placing an order counts as an offer to buy Goods under these Conditions.
2.3 Accepting delivery of the Goods confirms your acceptance of these Conditions.
2.4 Any changes must be agreed in writing by PanaEpos Limited. Our employees or agents cannot change these Conditions unless we confirm in writing.
2.5 We may correct errors (for example in pricing or product descriptions) without being held responsible.
2.6 Orders are subject to stock availability. We do not hold back orders – if something is unavailable, the Buyer must reorder when available.
2.7 Any verbal statements by our staff are not binding unless confirmed in writing.
2.8 Where relevant, delivery terms follow the definitions in Incoterms 2000, unless otherwise agreed.

3. Forming the Contract

3.1 When you place an order, we will email you an acknowledgement confirming we have received it. This is not acceptance. A contract is only formed when we send an Order Confirmation confirming dispatch of the Goods.
3.2 The contract applies only to the Goods listed in our Order Confirmation. We are not obliged to supply any other Goods that may have been part of your order unless confirmed separately.

4. Price and Payment

4.1 Unless agreed otherwise, prices include VAT but exclude delivery costs. Delivery charges are added as set out in our Delivery Guide (available on request).
4.2 We may adjust prices if taxes or duties change. Any changes will be charged at the rate in place on the invoice date.
4.3 Prices may change at any time, but confirmed orders will not be affected.
4.4 Unless agreed otherwise in writing, payment must be made by credit or debit card or Direct Debit when we issue the Order Confirmation. We accept Visa and Mastercard (credit or debit). Payments are processed securely through Protex Security.
4.5 If payment is not received on time, we may:

• cancel the contract or suspend future deliveries;
• charge interest at 8% above the Bank of England base rate until payment is made; or
• charge late payment fees under the Late Payment of Commercial Debts (Interest) Act 1998.
• suspend services, including restrictions added to the customers hardware and software access plus placement of restriction to their customers access in the case of self service solutions. 

5. Goods, Warranties and Liability

5.1 We guarantee that Goods will match their description at the time of delivery.
5.2 We are not responsible for problems with Goods if:

• payment has not been made in full by the due date;
• issues are caused by fair wear and tear, misuse, negligence, abnormal conditions, or unauthorised repairs/alterations;
• the Goods were manufactured by another company (in this case, you will benefit from the manufacturer’s warranty);
• the Buyer fails to inspect and report defects within 2 days of delivery;
• the Goods do not comply with laws in the Buyer’s country (the Buyer must ensure compliance before ordering);
• replacement parts are unavailable because the equipment is outside its manufacturer’s supported life cycle.
  5.3 If Goods are found to be defective, we may at our option:
• provide a credit for the invoiced price,
• repair the Goods, or
• replace the Goods, provided they are returned to us promptly (carriage paid) and inspected.
  5.4 Product specifications, finishes, colours and images in catalogues or advertisements are for guidance only and may vary slightly.
  5.5 We may update product specifications to meet safety or legal requirements, or where the changes do not affect performance.
  5.6 Other than the warranties we expressly provide, all other warranties or conditions (statutory, implied or otherwise) are excluded.
  5.7 Our liability for any delays or failures is limited to the additional cost (if any) of sourcing equivalent Goods from another supplier at the cheapest available rate.
  5.8 We are not liable for indirect or consequential losses (such as loss of profits), except where caused by death or personal injury resulting from our negligence.
  5.9 The Buyer agrees to indemnify us against any claims, costs, or losses arising from the Buyer’s use, resale, or breach of these Conditions.

6. Delivery

6.1 Unless stated otherwise in the Order Confirmation, Goods will be delivered by our chosen carrier.
6.2 We aim to deliver same-day for orders confirmed before 12 noon, but delivery times are estimates only. We are not liable for delays.
6.3 The Buyer must be ready to accept delivery when Goods arrive.
6.4 Delivery dates are not guaranteed unless agreed in writing.
6.5 If the Buyer does not accept delivery or provide proper instructions (and it is not our fault), we may:

• store the Goods and charge reasonable storage and insurance costs, or
• resell the Goods and refund or charge the difference.
  6.6 We may deliver Goods in instalments.
  6.7 The Buyer is responsible for obtaining any necessary import licences or permissions.

7. Returns and Cancellations

7.1 If you are a consumer (not buying for trade), you may cancel an order within 7 working days of receiving the Goods for a full refund, provided the Goods are returned unused, in original packaging, and in the same condition received.
7.2 If you are a trade/business buyer, you may cancel within 2 working days of receiving the Goods.
7.3 To cancel, you must notify us in writing and return the Goods by special delivery at your own cost and risk.
7.4 You must take reasonable care of the Goods while they are in your possession.
7.5 Hardware and software rentals have a minimum term of 12 months.

8. Refunds Policy

8.1 Once returned Goods are received, we will inspect them and confirm by email whether a refund is due. Refunds are processed as soon as possible, usually within 30 days.
8.2 If Goods are defective, we will refund in full, including delivery costs and reasonable return costs.
8.3 If Goods are returned under the cancellation rights in clause 7, we will refund the purchase price and delivery cost, but the Buyer must cover the return cost.

9. Ownership and Risk

9.1 Risk of damage or loss passes to the Buyer once Goods are delivered or collected by the carrier.
9.2 Ownership of the Goods does not pass to the Buyer until payment is received in full (cleared funds).
9.3 Until ownership passes, we may require the Buyer to return the Goods.

10. Ending the Contract

We may cancel the contract or suspend deliveries if:

• the Buyer enters insolvency, bankruptcy, administration, liquidation or similar arrangements;
• a receiver or administrator is appointed over the Buyer’s assets;
• the Buyer stops or threatens to stop trading;
• the Buyer breaches these Conditions; or
• we reasonably believe one of the above is likely to occur.

If Goods have been delivered but not paid for, payment becomes immediately due.

11. General

11.1 We may carry out our obligations through employees, agents, subcontractors, or suppliers.
11.2 References to laws include any updates or replacements of those laws.
11.3 Headings are for convenience only and do not affect interpretation.
11.4 If we waive a breach of these Conditions, it does not mean we waive future breaches.
11.5 If any part of these Conditions is found invalid, the rest remains in effect.
11.6 Notices must be given in writing and delivered by hand, post, or fax to the registered address of the party.
11.7 These Conditions do not give any rights to third parties.
11.8 The contract is governed by the laws of England and Wales, and disputes will be dealt with in UK courts.
11.9 We are not liable for delays or failures caused by events outside our control (including strikes, accidents, natural disasters, or government actions).