Business-to-Business Terms And Conditions Of Sale
In these Conditions, unless the context permits otherwise:-
“Buyer” the company or person on behalf of the company who accepts the seller’s Quotation for the sale of the Goods or whose Order for the Goods is accepted by the Seller;
“Conditions” the standard terms of sale set out in this document and (unless the context otherwise requires) including any applicable special terms agreed in writing between the Buyer and the Seller;
“Consumer/you” has the meaning given to it under Regulation 4 of the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013/3134;
“Contract” the contract for the sale and purchase of the Goods;
“Goods” the goods (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with these Conditions;
“Order” means the written order placed by the Buyer requesting the Goods;
“Quotation” means the document or correspondence provided by the Seller to the Buyer setting out the Goods to be provided.
“Seller” means the entity specified in the Quotation and/or the Order being: Salty Ventures Ltd. Registered at: Unit 82A James Carter Road, Mildenhall Industrial Estate, Bury St Edmunds, IP28 7DE.
A reference in these Conditions to a provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
The headings in these Conditions are for convenience only and shall not affect their interpretation.
BASIS OF THE CONTRACT
ORDERS AND SPECIFICATION
- The Seller shall sell and the Buyer shall purchase the Goods in accordance with the Seller’s Quotation (if accepted by the Buyer), or the Buyer’s Order (if accepted by the Seller), subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms subject to which any such Quotation is accepted or purported to be accepted, or any such Order is made or purported to be made, by the Buyer.
- No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller.
- The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing. In entering into the Contract the Buyer acknowledges that it does not rely on any such representations which are not so confirmed, but nothing in these Conditions affects the liability of either party for fraudulent misrepresentation.
- 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 on 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.
- Any typographical, clerical or other error or omission 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.
- No Order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in writing by the Seller’s authorised representative.
- 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.
- The quantity, quality and description of the Goods and any specification for them shall be as set out in the Seller’s Quotation (if accepted by the Buyer) or the Buyer’s Order (if accepted by the Seller).
- The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory or E.U. requirements or,
- where the Goods are to be supplied to the Seller’s specification, which does not materially affect their quality or performance.
- Subject to clause 11, no order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.
- The price of the Goods shall be the Seller’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Seller’s published price list current at the date of acceptance of the Order. All prices quoted are valid for  days only or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer.
- The Seller reserves the right to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor 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, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
- Except as otherwise stated in the Seller’s Quotation or in any price list of the Seller, and unless otherwise agreed in writing between the Buyer and the Seller, all prices are given by the Seller on an ex-works basis, and where the Seller agrees to deliver the Goods otherwise than at the Seller’s premises, the Buyer shall be liable to pay the Seller’s charges for transport, packaging and insurance.
- The price is exclusive of any applicable value-added tax, which the Buyer shall be additionally liable to pay to the Seller.
- The cost of pallets and returnable containers will be charged to the Buyer in addition to the price of the Goods, but full credit will be given to the Buyer provided they are returned undamaged to the Seller before the due payment date.
- Subject to any special terms agreed in writing between the Buyer and the Seller, the Seller will invoice the Buyer for the price of the Goods on a proforma basis.
- The Buyer shall pay the price of the Goods (less any discount to which the Buyer is entitled but without any other deduction) within  days of the date of the Seller’s invoice, and the Seller shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only on request.
- If the Buyer fails to make any payment on the due date then, without limiting any other right or remedy available to the Seller, the Seller may:
- cancel the contract or suspend any further deliveries to the Buyer;
- 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 fit (notwithstanding any purported appropriation by the Buyer);
- charge the Buyer interest (both before and after any judgment) on the amount unpaid under the Late Payment of Commercial Debts (Interest) Act 1998;
- charge the Buyer 15% of the amount unpaid for third party services engaged for the purposes of recovering the amount unpaid; and
- without limitation to 5.3.4, charge the Buyer for any legal fees reasonably and properly incurred in recovering the amount unpaid.
- Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or if some other place for delivery is agreed by the Seller when the Goods are delivered to that place.
- Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by the Seller in writing.
- Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver 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.
- 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 any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without limiting any other right or remedy available to the Seller, the Seller may store the Goods until actual delivery and charge the Buyer for the reasonable additional costs (including insurance) of storage and redelivery of the Goods.
7. RISK AND TITLE
Risk of damage to or loss of the Goods shall pass to the Buyer:
- in the case of 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
- 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 delivery of the Goods has been tendered.
Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the title in the Goods shall not pass to the Buyer until the Seller has received payment in full and in cleared funds of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due, subject to 7.3.
Until such time as the title in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property.
Until such time as the title in the Goods passes to the Buyer, the Seller may at any time require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, enter on any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
The Buyer shall not be entitled to pledge, create a lien over or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without limiting any other right or remedy of the Seller) forthwith become due and payable.
WARRANTIES AND LIABILITY
- The Seller shall endeavour to transfer to the Buyer the benefit of any manufacturer’s warranty or guarantee.
- The Seller does not warrant the Goods. All warranties for the Goods (if any) are made by the third-party vendor of the Goods and are subject to their terms and conditions.
- Subject as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
- Certain statutory provisions may imply warranties, terms or conditions which cannot be excluded, restricted or modified. If those statutory provisions apply, to the extent permitted, the Seller’s liability for breach of the Contract will be limited to one of the following as solely determined by the Seller:
- the replacement of the Goods or supply of equivalent Goods;
- the payment of the cost of replacing the Goods or acquiring equivalent Goods; or
- the payment of the cost of repairing the Goods.
Except in the case of liability for death or personal injury caused by the Seller’s negligence, liability for defective products under the Consumer Protection Act 1987 or liability under s.12 of the Sale of Goods Act 1979, the Seller shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods (including any delay in supplying or any failure to supply the Goods in accordance with the Contract or at all) or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Conditions.
- The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control:
- Act of God, explosion, flood, tempest, fire or accident;
- war or threat of war, sabotage, insurrection, civil disturbance or requisition;
- acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
- import or export regulations or embargoes;
- strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);
- difficulties in obtaining raw materials, labour, fuel, parts or machinery;
- power failure or breakdown in machinery.
- 10. INSOLVENCY OF THE BUYER
- This clause 10 applies if:
- the Buyer makes a composition or voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) enters administration or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction), or a moratorium comes into force in respect of the Buyer (within the meaning of the Insolvency Act 1986); or
- an encumbrancer takes possession or a receiver is appointed, of any of the property or assets of the Buyer; or
- the Buyer ceases or threatens to cease, to carry on business; or
- 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.
- If this clause applies then, without limiting any other right or remedy available to the Seller, the Seller may cancel the Contract or suspend 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.
- ANTI BRIBERY
- The Buyer shall ensure that it does not, by any act or omission, place the Seller in breach of the Bribery Act 2010.
- The Buyer shall, to the extent applicable, comply with the Bribery Act 2010 and ensure that it has in place adequate procedures to prevent any breach of this clause 12.
- The Seller is a member of the group of companies and accordingly the Seller may perform any of its obligations or exercise any of its rights under the Contract by itself or through any other member of its group, provided that any act or omission of any such other member shall be deemed to be the act or omission of the Seller.
- A notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
- No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
- If any provision of the Contract is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Contract and the remainder of the provision in question shall not be affected.
- The Contract shall be governed by the laws of England, and the Buyer agrees to submit to the non-exclusive jurisdiction of the English courts.