STANDARD TERMS AND CONDITIONS OF SALE FOR TRADE CUSTOMERS
1.1 In these Conditions:
"Company" Baddie the Pirate Ltd, (hereafter referred to as BTP Ltd).
"Customer" means the person whose order for the Goods is accepted by BTP Ltd.
"Conditions" means the standard terms and conditions of sale, set out in this document and includes any special terms and conditions agreed in writing between the Buyer and BTP Ltd. "Contract" means the contract for the purchase and sale of the Goods.
"Goods" any goods agreed in the Contract to be supplied to the Customer by the Company (including any part or parts of them).
"Contract" any contract between the Company and the Customer for the sale and purchase of the Goods.
1.2 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.3 Words in the singular include the plural and in the plural include the singular and a reference to one gender includes a reference to the other gender.
1.4 Condition headings do not affect the interpretation of these conditions.
2. Basis of the Sale
2.1 BTP Ltd shall sell and the Customer shall purchase the Goods in accordance with any oral or written order of the Customer, which is accepted by BTP Ltd.
2.2 No variation to these Conditions shall be binding unless agreed in writing between the Customer and a Director of BTP Ltd. In entering into the Contract the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations, which are not so confirmed.
2.3 Any advice or recommendation given by BTP Ltd or its employees or agents to the Customer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by BTP Ltd is followed or acted upon entirely at the Customer's own risk, and accordingly BTP Ltd shall not be liable for any such advice or recommendation which is not so confirmed.
2.4 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, order acknowledgement, invoice or other document or information issued by BTP Ltd shall be subject to correction without any liability on the part of BTP Ltd.
3. Orders and Specifications
3.1 No order which has been accepted by BTP Ltd may be cancelled by the Buyer except with the agreement in writing of BTP Ltd and on terms that the Customer shall indemnify Baddie the Pirate Ltd 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 BTP Ltd as a result of cancellation.
4. Price of the Goods
4.1 Unless otherwise agreed by the Company in writing, the price for the Goods shall be the price set out in the Company's quotation or acknowledgment of order (the "Purchase Price").
4.2 The Purchase Price may be amended at any time prior to delivery to reflect any increase in the cost to BTP Ltd, which is due to any factor beyond the control of BTP Ltd, provided that the Company notifies the Customer of any variation prior to effecting such delivery to the Customer.
4.3 If the Company agrees to a variation in the quantity of the Goods to be supplied under the Contract, the Company reserves the right to amend the Purchase Price accordingly.
4.4 Unless otherwise specified by the Company in writing, the Purchase Price shall be exclusive of any value added tax and all costs or charges in relation to packaging, loading, unloading, carriage and insurance, all of which amounts the Customer shall pay in addition when it is due to pay for the Goods.
5. Terms of Payment
5.1 BTP Ltd shall be entitled to invoice the Customer for the price of the Goods at any time after the Goods are available for despatch.
The Customer shall pay the price of the Goods with its order and BTP Ltd reserves the right to withhold delivery of the Goods until it has received cleared funds.
5.2 Time for payment shall be of the essence.
5.3 Receipts for payment will be issued only upon request.
5.4 Payment of the Purchase Price is due in pounds sterling.
6. Delivery
6.1 Delivery of the Goods in the UK shall take place at the Company's place of business, or by the customer collecting the Goods from an agreed point, unless otherwise agreed in writing by BTP Ltd, within 30 days after BTP Ltd has notified the Customer that the goods are ready for collection.
6.2 Any dates specified by BTP Ltd for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.
6.3 BTP Ltd shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by BTP Ltd’s negligence), nor shall any delay entitle the Customer to terminate or rescind the Contract unless such delay exceeds 90 days.
6.4 BTP Ltd may deliver the Goods by separate instalments. Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Customer to repudiate or cancel any other Contract or instalment.
6.5 If the Customer fails to take delivery of the Goods or fails to give BTP Ltd adequate delivery instructions then, without prejudice to any other right or remedy available to BTP Ltd, it may;
6.5.1 store the Goods until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage; or
6.5.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the price under the Contract or charge the Customer for any shortfall below the price under the Contract.
7. Risk and Title
7.1 Risk of damage to or loss of the Goods shall pass to the Customer:
7.1.1 In the case of goods to be delivered to the buyer at the time of delivery; or if the Customer wrongfully fails to take delivery of the goods, the time when BTP Ltd has tendered delivery of the goods: or
7.1.2 in the case of goods to be collected by the Customer at the time when BTP Ltd notifies the Customer that the goods are available for collection.
7.2 Notwithstanding delivery and the passing of the risk to the Buyer both legal and beneficial title ("title") to the Goods will remain with BTP Ltd until such time as BTP Ltd has received in full payment of the price for the Goods and of the purchase price of any other goods or services, previously or subsequently supplied by BTP Ltd to the Customer.
7.3 In the event that BTP Ltd has not received any such payment as referred to in condition 5:
7.3.2 BTP Ltd may recover at any time from the Customer any of the goods in the buyer's possession, power or control and for that purpose BTP Ltd, its servants and agents may enter any land or buildings upon which such Goods are situated.
8. Warranties and Liability
8.1 BTP Ltd warrants that (subject to the other provisions of these conditions) the Goods will be free from defects in materials and workmanship for a period of 3 months from the date of delivery.
8.2 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.
8.3 BTP Ltd shall not be liable for a breach of the warranty in condition 8.1 unless the Customer gives written notice of the defect to BTP Ltd within 7 days from the date of delivery, or (where the defect or failure was not apparent or in reasonable inspection) within 7 days after discovery of the defect or failure.
8.4 If the Customer gives written notice of a defect to BTP Ltd pursuant to condition 8.3, BTP Ltd must be given a reasonable opportunity after receiving the notice to examine the Goods and the Customer shall return such Goods to BTP Ltd at BTP Ltd’s ost for the examination to take place.
8.5 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Company in accordance with these Conditions, the Company shall be entitled to replace the Goods (or the part in question) free of charge or, at the Company's sole discretion, refund to the Customer the price of the Goods (or a proportionate part of the price), but the Company shall have no further liability to the Customer.
8.6 The Company shall not be liable for a breach of warranty in condition 8.1 if:
8.6.1 the Customer makes any further use of such good after giving such notice; or
8.6.2 the defect arises from fair wear and tear, wilful damage, negligence or failure to follow BTP Ltd's advice regarding the assembly and application of the Goods whether oral or in writing;
8.6.3 the defect arises because the Customer failed to follow BTP Ltd's recommendations, oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods; or
8.6.4 the Customer alters or repairs such Goods without the written consent of BTP Ltd; or
8.6.5 the total price for the goods has not been paid.
8.7 If BTP Ltd complies with condition 8.5 it shall have no further liability for a breach of the warranty in condition 8.1 in respect of such Goods.
9. Product Recall
9.1 In the event of a product recall traders must support the recall of products as asked for by BTP in order to ensure safety and protect the good trading reputation of the brand. Postage costs ONLY will be borne by BTP.
10. Limitation of Liability
10.1 Subject to condition 5 and condition 6, the following provisions set out the entire financial liability of BTP Ltd (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
10.1.1 any breach of these conditions;
10.1.2 any use made or resale by the Customer of any of the Goods, or of any product incorporating any of the Goods; and
10.3.1 any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
9.2 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.
9.3 Nothing in these conditions excludes or limits the liability of BTP Ltd:
10.3.1 for death or personal injury caused by BTP Ltd's negligence; or
10.3.2 for any matter which it would be illegal for BTP Ltd to exclude or attempt to exclude its liability; or
10.3.3 for fraud or fraudulent misrepresentation
9.4 Subject to condition 9.2 and condition 9.3:
10.4.1 BTP Ltd'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 a Contract shall be limited to the Purchase Price; and
10.4.2 BTP Ltd shall not be liable to the Customer for any loss or deferment of profit, loss of revenue, loss of use, business interruption, loss of contract, loss or reputation, credit or goodwill, loss of opportunity, or (except where specifically provided to the contrary elsewhere in this Contract) costs resulting from non-operation or increased expense of construction, operation or maintenance, cost of finance and cost of purchased or replacement equipment or systems howsoever caused, whether by negligence, breach of duty, or any other reason hereto.
11. Default or Insolvency of Buyer
11.1 This Condition applies if:
11.1.1 the Customer commits any breach of any of the Conditions and in the case of a breach, which BTP Ltd regards as capable of remedy, fails to remedy the same within 14 days after receipt of written notice giving particulars of the breach and requiring it to be remedied;
11.1.2 the Customer, being a company, shall pass a resolution for winding up or a court shall make a winding up order in respect of it or it shall have a receiver, administrative receiver, manager or administrator appointed of all or part of its undertaking or assets;
11.1.3 the Customer, being a partnership, shall be dissolved or, being an individual, shall have a bankruptcy petition presented or shall die;
11.1.4 the Customer ceases, or threatens to cease, to carry on business or is unable to pay its debts or becomes insolvent (within the meaning of the Insolvency Act 1986) or makes or proposes any composition or arrangement with its creditors;
11.1.5 anything analogous to any of the events set out in this Condition occur;
11.1.6 BTP Ltd reasonably believes that any of the events mentioned above is about to occur in relation to the Customer.
11.2 If this Condition applies then, without prejudice to any other right or remedy available to BTP Ltd, it shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Customer, 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.
12. General
12.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing and delivered by hand or sent by first class recorded delivery or registered post addressed to that other party at its registered office if a company or principal place of business if another trading entity.
12.2 No waiver by BTP Ltd of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
12.3 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.
12.4 The Contract shall be governed by the laws of England.
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