1. Application of Conditions
1.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any quotation or offer of the Seller which is accepted by the Buyer, or any order of the Buyer which is accepted by the Seller,
1.2 These Conditions shall govern the Contract of sale and supply
2.1 In these Conditions:-
“Business Day” means any day other than a Saturday, Sunday or bank holiday;
“the Buyer” means the person who accepts our prices and places an order for goods or offer of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller; “the Contract” means the contract for the purchase and sale of the Goods under these conditions. No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller.
“these Conditions” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller;
“the Goods” means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with these Conditions
“the Seller” means BLUE SHARK TRADING LTD a company registered in England (company registration number 11228350) under BLUE SHARK TRADING LTD and includes all employees and agents of BLUE SHARK TRADING LTD
“writing” includes any communications effected by letter, electronic mail or any comparable means.
3. Basis Of Sale
3.1 Sales literature, price lists and other documents issued by the Seller in relation to the Goods are subject to alteration without notice and do not constitute offers to sell the Goods which are capable of acceptance. An order placed by the Buyer may not be withdrawn cancelled or altered once orders have been acceptance by the Seller and no contract for the sale of the Goods shall be binding on the Seller unless the Seller has issued an invoice for the goods.
3.2 Any typographical, clerical or other accidental errors 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.
4. Orders and Specifications
4.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller until the Seller issues the relevant invoice. All orders must be submitted via the trade portal or by email.
4.2 The specification for the Goods shall be those set out in the Seller’s sales documentation and on the online ordering portal.
4.3 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform to any applicable safety or other statutory or regulatory requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.
4.4 After an order has been despatched any cancellation will require goods to be returned at the Buyers cost and the Seller will charge a restocking fee of 20% of the returned item value at their discretion. Retuned goods must be undamaged, unopened, unmarked and suitable for resale.
4.5 The Buyer is permitted to use advertising literature or images, including electronic materials, from the manufacture of the products so long as this contract is valid and no payments are outstanding, the Seller will make available POS materials, copies of which may be taken by the Buyer for further use by the Buyer.
4.6 Whilst the Seller will provide some advertising of the products they provide the Buyer has responsibility for advertising the range they hold in stock with no obligation being held to the Seller.
4.7 The Seller reserves the right to sell to whom they chose in any area they chose, no area is exclusive and the Sellers decision is final.
5.1 The price of the Goods shall be the price listed on the Sellers price list current at the date of acceptance of the Buyer’s order
5.2 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 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.
5.3 In any price list of the Seller all prices are exclusive of the Seller’s charges for packaging and transport. Transport fees are chargeable if orders are under the rate set out for minimum order and it is the Buyers explicit responsibility to ensure their order meets these values, the Seller will generally try to help avoid unnecessary charges but CANNOT and WILL Not be held liable for any disputes where carriage has been charged for orders under these values
5.4 The price is exclusive of any applicable value added tax excise, sales or taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Goods, which the Buyer shall be additionally liable to pay to the Seller.
5.5 The price list distributed is inclusive of authorised dealer discount that is applied as standard for all our dealers, the discount is subject to removal should dealers infringe any of the terms and conditions.
6.1 Unless any special terms have been previously agree in writing between the Buyer and the Seller, the Buyer shall pay the price of the Goods delivered without deduction or set off.
6.2 The Buyer must pay in full within 14 days of the date of the Seller’s invoice. Payment shall be made no later than the due date. Receipts for payment will be issued only upon request.
6.3 All payments shall be made to the Seller as indicated on the form of acceptance or invoice issued by the Seller. Payments are preferred by BACS, any other form of payment must be clear by the due date set on the Sellers invoice. Due to excessive admin requirements cheque payments are NO LONGER accepted.
6.4 The Seller is not obliged to accept orders from any customer or buyer who has not supplied the Seller with references satisfactory to the Seller.
6.5 If at any time the Seller is not satisfied as to the creditworthiness of the Buyer it may give notice to the Buyer that no further credit will be allowed to the Buyer in which event no further goods will be delivered to the Buyer other than against cash payment and notwithstanding Clause 6.2 of these conditions, all amounts owing by the Buyer to the Seller shall be immediately payable in cash.
6.6 Should invoices not be paid in full within 14 days of the date set on the Sellers invoice the outstanding sum will be charged a weekly interest fee calculated at 5% above the Bank of England base rate, backdated to the original due date. Invoices then not paid in full within a further 14 days will, at the Sellers discretion result in the outstanding amount being converted from the original pricing to the full retail price of the products invoiced, as shown in the Sellers current price list (at the time of sale)
6.7 At the Sellers discretion Buyers that have been overdue by 14 days or more from the invoice due date, on more than one invoice will then be converted to Pro Forma sales for as long as the Seller deems appropriate.
6.8 The Buyer can benefit from a 2% discount on their invoices should they pay on a Pro Forma basis. This discount is only available to accounts that qualify for 14 day terms.
7.1 Delivery of the Goods shall be made by the Seller delivering the Goods to the place specified as the Buyer’s main place of business. ‘Drop Ship’ orders will be delivered to the address specified in writing by the Buyer
7.2 Any Delivery Date is approximate only and time for delivery shall not be of the essence unless previously agreed by the Seller in writing.
7.3 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.
7.4 It is the Buyers responsibility to take Delivery of the Goods and to make the Seller aware of any delivery days that may be of issue so that where possible the Seller will try to avoid these days (ie days shop is closed).
7.5 A delivery charge of £10 will apply to orders under £200 ex VAT on standard products, orders over £200 ex VAT will have carriage paid by the Seller.
8.1 If the Seller fails to deliver the Goods or any of them on the Delivery Date other than for reasons outside the Seller’s reasonable control or the Buyer’s or its carrier’s fault:-
8.1.1 if the Seller delivers the Goods at any time thereafter the Seller shall have no liability in respect of such late delivery;
8.1.2 if the Buyer gives written notice to the Seller within 3 Business Days after the Delivery Date and the Seller fails to deliver the Goods within 3 months after receiving such notice the Buyer may cancel the order and the Seller’s liability shall be limited to the excess (if any) of the cost of the Buyer (in the cheapest available market) of similar goods to those not delivered over the price of the Goods not delivered.
9.1 The Buyer is under a duty whenever possible to inspect the Goods on delivery or shortly thereafter (within 24 hours)
9.2 Where the Goods cannot be examined on delivery or should the Buyer be in any way unsure of the state of the goods delivered the carriers note MUST be signed for ‘UNCHECKED’
9.3 The Seller shall be under no liability for any damage or shortages that would be apparent on reasonable careful inspection if the terms of this clause are not complied with and, in any event will be under no liability if a written complaint is not delivered to the Seller within 24 hours of delivery detailing the alleged damage or shortage.
9.4 In all cases where defects or shortages are complained of the Seller shall be under no liability in respect thereof unless an opportunity to inspect the Goods is supplied to the Seller before any use is made thereof or any alteration or modification is made thereto by the Buyer. 9.5 Subject to condition 9.3 and condition 9.4, the Seller shall make good any shortage in the Goods and where appropriate replace any goods damaged in transit as soon as it is reasonable to do so, but otherwise shall be under no liability whatsoever arising from such shortage or damage.
10. Risk and Retention of Title
10.1 Risk of damage to or loss of the Goods shall pass to the Buyer at:
10.1.1 in the case of Goods to be delivered at the Seller’s premises, the time when the
Seller notifies the Buyer that the Goods are available for collection; or
10.1.2 in the case of Goods to be delivered otherwise than at the Seller’s premises, the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
10.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, legal and beneficial title of the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods.
10.3 Sub-clause 10.2 notwithstanding, legal and beneficial title of the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and any other goods supplied by the Seller and the Buyer has repaid all moneys owed to the Seller, regardless of how such indebtedness arose.
10.4 Until payment has been made to the Seller in accordance with these Conditions and title in the Goods has passed to the Buyer, the Buyer shall be in possession of the Goods as bailee for the Seller and the Buyer shall store the Goods separately and in an appropriate environment, shall ensure that they are identifiable as being supplied by the Seller and shall insure the Goods against all reasonable risks.
10.5 The Buyer shall not be entitled to pledge 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 money owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
10.6 The Seller reserves the right to repossess any Goods in which the Seller retains title without notice. The Buyer irrevocably authorises the Seller to enter the Buyer’s premises during normal business hours for the purpose of repossessing the Goods in which the Seller retains title and inspecting the Goods to ensure compliance with the storage and identification requirements of sub-clause 10.4. 10.7 The Buyer’s right to possession of the Goods in which the Seller maintains legal and beneficial title shall terminate if;
10.7.1 The Buyer commits or permits any material breach of his obligations under these Conditions;
10.7.2 The Buyer enters into a voluntary arrangement under Part 1 of the Insolvency Act
1986, or any other scheme or arrangement is made with his creditors;
10.7.3 The Buyer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors;
10.7.4 The Buyer convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertaking or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Buyer, notice of intention to appoint an administrator is given by the Buyer or any of its directors or by a qualifying floating charge-holder (as defined in paragraph 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer.
11.1 The Seller may assign the Contract or any part of it to any person, firm or company.
11.2 The Buyer shall not, any under any circumstances, be entitled to assign the Contract or any part of it to another party.
11.3 The Buyer shall have no right to re-distribute any of the products to any third party business, any such action will deem the contract void.
12. Defective Goods
12.1 If on delivery any of the Goods are defective in any material respect and either the Buyer lawfully refuses delivery of the defective Goods or, if they are signed for on delivery “condition and contents unknown” the Buyer gives written notice of such defect to the Seller within three business days of such delivery, the Seller shall at its option:-
12.1.1 replace the defective Goods within 2 weeks of receiving the Buyer’s notice; or
12.1.2 credit to the Buyer the price for the goods which are defective; but the Seller shall have no further liability to the Buyer in respect thereof and the Buyer may not reject the Goods if delivery is not refused or notice given by the Buyer as aforesaid. Where goods may have been used for any period the seller shall, within its legal rights, depreciate the item in relation to the use by the Buyer.
12.1.3 repair, most goods would not have this option due to their nature but where possible a repair will be offered
12.2 No Goods may be returned to the Seller without the prior agreement in writing of the Seller. Subject thereto any Goods returned which the Seller is satisfied were supplied subject to defects of quality or condition which would not be apparent on inspection shall either be replaced free of charge or, at the Seller’s sole discretion the Seller shall refund or credit to the Buyer the price of such defective Goods but the Seller shall have no further liability to the Buyer. 12.4 The Seller shall be under no liability in respect of any defect arising from any wilful damage, negligence, subjection to normal conditions, failure to follow the Seller’s instructions (whether oral or in writing), misuse or alteration of the Goods without the Seller’s approval, or any other act or omission on the part of the Buyer, its employees or agents or any third party.
12.5 Subject as expressly provided in these Conditions, and except where the Goods are sold under a consumer sale, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
12.6 Where the Goods are sold under a consumer sale the statutory rights of the Buyer are not affected by these Conditions.
12.7 Except in respect of death or personal injury caused by the Seller’s negligence, or as expressly provided in these Conditions, the Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law or under statute, or under the express terms of the Contract, for any direct or consequential loss or damage sustained by the Buyer (including without limitation loss of profit or indirect or special loss), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its servants or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer.
12.8 The Buyer shall be responsible to ensure that, except to the extent that instructions as to the use or sale of the Goods are contained in the packaging or labelling of the Goods, any use or sale of the Goods by the Buyer is in compliance with all applicable statutory handling and sale of the Goods by the Buyer is carried out in accordance with directions given by the Seller or any competent governmental or regulatory authority and the Buyer will indemnify the Seller against any liability loss or damage which the Seller might suffer as a result of the Buyer’s failure to comply with this condition.
12.9 In the event of a return outside of these terms the Buyer will be fully liable for all return carriage costs.
13. Buyer’s Default
13.1 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:-
13.1.1 cancel the order or suspend any further deliveries to the Buyer;
13.1.2 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 fit (notwithstanding any purported appropriation by the Buyer); and
13.1.3 charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of 5% above Bank of England base rate, until payment in full is made (a part of a week being treated as a full week for the purpose of calculating interest).
13.2 This condition applies if:-
13.2.1 the Buyer fails to perform or observe any of its obligations hereunder or is otherwise in breach of the Contract; or
13.2.2 the Buyer becomes subject to an administration order or makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation; or 13.2.3 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
13.2.4 the Buyer ceases, or threatens to cease, to carry on business; or
13.2.5 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.
13.3 If Condition 13.2 applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to 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, should the Buyer not be able to pay the amount owed the goods must be made available for repossession without hesitation.
13.4. If invoices remain unpaid after 90 days of due date any outstanding amounts will be passed for debt recovery action and any costs incurred will be added to the outstanding amount.
14. Limitation of Liability
14.1 Subject to condition 7, condition 8 and condition 13, the following provisions set out the entire financial liability of the Seller (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
14.1.1 any breach of these conditions;
14.1.2 any use made (including but not limited to modifications) or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and
14.1.3 any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
14.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
14.3 Nothing in these conditions excludes or limits the liability of the Seller:
14.3.1 for death or personal injury caused by the Seller’s negligence; or
14.3.2 for any matter which it would be illegal for the Seller to exclude or attempt to exclude its liability; or
14.3.3 for fraud or fraudulent misrepresentation.
14.4 Subject to condition 14.2 and condition 14.3:
14.4.1 the Seller’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the
Contract price; and
14.4.2 the Seller shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
15. Confidentiality, Publications and Endorsements
15.1 The Buyer undertakes to the Seller that:-
15.1.1 the Buyer will regard as confidential the contract and all information obtained by the Buyer relating to the business and/or products of the Seller and will not use or disclose to any third party such information without the Seller’s prior written consent provided that this undertaking shall not apply to information which is in the public domain other than by reason of the Buyer’s default;
15.1.2 the Buyer will not use or authorise or permit any other person to use any name, trademark, house mark, emblem or symbol which the Seller is licensed to use or which is owned by the Seller upon any premises note paper visiting cards advertisement or other printed matter or in any other manner whatsoever unless such use shall have been previously authorised in writing by the Seller and (where appropriate) its Licensor; 15.1.3 The Buyer will use all reasonable endeavours to ensure compliance with this Condition by its employees, servants and agents.
15.2 This Condition shall survive the termination of the Contract.
16.1 All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by electronic mail:
16.1.1 (in the case of communications to the Seller) to its registered office or such changed address as shall be notified to the Buyer by the Seller; or
16.1.2 (in the case of the communications to the Buyer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Buyer set out in any document which forms part of the Contract or such other address as shall be notified to the Seller by the Buyer.
16.2 Communications shall be deemed to have been received:
16.2.1 if sent by pre-paid first class post, two Business Days after posting (exclusive of the day of posting); or
16.2.2 if delivered by hand, on the day of delivery; or
16.2.3 if sent by fax or electronic mail on a Business Day prior to 4.00 pm, at the time of transmission and otherwise on the next Business Day.
17. Force Majeure
17.1 In the event that either party is prevented from fulfilling its obligations under this Agreement by reason of any supervening event beyond its control including but not limited to war, national emergency, flood, earthquake, strike or lockout (subject to Sub-clause 17.2) the party shall not be deemed to be in breach of its obligations under this Agreement. The party shall immediately give notice of this to the other party and must take all reasonable steps to resume performance of its obligations.
17.2 Sub-clause 17.1 shall not apply with respect to strikes and lockouts where such action has been induced by the party so incapacitated.
17.3 Each party shall be liable to pay to the other damages for any breach of this Agreement and all expenses and costs incurred by that party in enforcing its rights under this Agreement. 17.4 If and when the period of such incapacity exceeds 6 months then this Agreement shall automatically terminate unless the parties first agree otherwise in writing.
18.1 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.
19.1 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
19.2 The Seller reserves the right to cease this contract at any time should they feel any of the terms have been breached.
20. Third Party Rights
20.1 A person who is not a party to the Contract shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.
20.2 None of the terms, items contained within nor specifics relating to pricing shall be shared in any way with any third party
21. Governing Law and Jurisdiction
21.1 The Contract shall be governed by the laws of England and the parties agree to submit to the exclusive jurisdiction of the English courts.
22.1 The Seller requires the Buyer to fully read and understand these terms and conditions of sale and sign the copy emailed to the Buyer, stating the signatory’s position within the company. Any signature from a company representative shall be binding as only parties authorised by the Buyer shall be a party to these terms and conditions. The signature provided shall outlive the signatory’s employment. The Seller requires a copy of the signature page scanned and emailed back to be kept on file.
22.2 In the absence of a signature being returned to the Seller the terms and conditions are automatically and unreservedly accepted on placing an order with the Seller either via email or on the trade portal