Business To Business Terms And Condition Of Sale
The supply of goods by Blue Seal Limited (Blue Seal) to you is made on the following terms and conditions (Contract Terms):
Your attention is particularly drawn to the exclusions and limitations of liability at clause 14.
1.1 Please read these Contract Terms carefully before you submit Your Order (as defined in clause 1.6 below) and when reviewing the details of your order that will be set out in the Order Confirmation (as defined in clause 3.1 below).
1.2 These Contract Terms tell you about Blue Seal, how Blue Seal will provide goods to you, how you and Blue Seal may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these Contract Terms, please contact Blue Seal to discuss.
1.3 The seller is Blue Seal Limited (Company No. 03437267) and Blue Seal’s registered address is at Unit 67 Gravelly Industrial Park, Erdington, Birmingham, West Midlands. B24 8TQ. Blue Seal’s registered VAT number is 705397036.
1.4 You can contact Blue Seal by telephoning Blue Seal’s customer service team at 0121 327 5575 or by writing to Blue Seal at firstname.lastname@example.org or Unit 67, Gravelly Industrial Park, Gravelly Park, Erdington, Birmingham B24 8TQ.
1.5 Details of the goods available for purchase can be found at www.blue-seal.co.uk (Site) and within our advertising brochures. The Site includes all web pages under or forming part of the domain name blue-seal.co.uk.
1.6 You may order goods sold by Blue Seal by contacting us (in writing, by email or via telephone) confirming the goods you would like to purchase as detailed on our Site or in our advertising brochures (Your Order).
1.8 These Contract Terms are the only terms and conditions on which Blue Seal will supply goods to you and will apply to the exclusion of all other terms and conditions including any terms and conditions which you purport to apply under any purchase order, confirmation of order or similar document (whether or not such document is referred to in the contract) and any terms and conditions which may otherwise be implied by trade, custom, practice or course of dealing.
1.9 Blue Seal amends these Contract Terms from time to time. Whilst Blue Seal will endeavour to contact existing customers to inform them of changes to these Contract Terms prior to any change coming into effect, you are responsible for familiarising yourself with the most up to date Contract Terms prior to placing Your Order. The most up to date Contract Terms can be found on our Site and in our most recent advertising brochures. Every time you order goods from Blue Seal, the Contract Terms in force at the time of your order will apply to the contract between you and Blue Seal.
1.10 These Contract Terms are only in the English language.
1.11 You confirm that you have authority to bind any business on whose behalf you purchase goods.
2. THE GOODS
2.1 Blue Seal will be entitled at any time to:
2.1.1 vary the design, finish or specification of the goods and/or their packaging; and/or
2.1.2 substitute any materials or parts which are used in goods and which are unavailable for any reason with alternative materials or parts,
to the extent that:
2.1.3 this does not materially affect their quality or performance; or
2.1.4 this is necessary to comply with health and safety or other legal requirements.
2.2 The contract is not a sale by sample.
3. QUOTATIONS AND ORDERS
3.1 Further to you submitting Your Order, Blue Seal will review the details of Your Order and if acceptable, send you an order confirmation email (Order Confirmation). The Order Confirmation is an acceptance of Your Order.
3.2 The Order Confirmation is issued on the basis that the terms governing the contract between the parties for the supply of goods detailed in the Order Confirmation are these Contract Terms.
3.3 Blue Seal may refuse to issue an Order Confirmation in response to Your Order, without liability to you if:
3.3.1 a good in that order is not available;
3.3.2 there is an error in the price or the description of the good posted on the Site and/or in our advertising brochures;
3.3.3 the order triggers fraud prevention protocols; or
3.3.4 Blue Seal believes that to do so is otherwise necessary or expedient.
3.4 If Blue Seal refuse to issue an Order Confirmation in response to Your Order, then it will endeavour to notify you of that rejection at the time you submit Your Order or within a reasonable time thereafter. If you have already paid for the goods, Blue Seal will refund you the full amount including any delivery costs charged as soon as possible.
3.5 Our contract for the supply of goods detailed in the Order Confirmation will come into force when we send to you the Order Confirmation.
3.6 If you consider there to be any mistakes, omissions or inaccuracies in the details set out in the Order Confirmation, or if you wish to amend any aspect of the order details, you will be required to contact us as soon as possible so any amendments to the order details can be agreed between the parties. If the parties are unable to agree the amendments, the contract will terminate and Blue Seal will not proceed with processing the Order. In circumstances where the parties agree amendments, these will be agreed subject to these Contract Terms continuing to apply to the contract to supply the goods (subject to any amendments agreed).
3.7 Blue Seal also reserves the right to refuse to fulfil any orders that you may have placed based on information on the Site and/or in our advertising brochures that may contain errors or inaccuracies, including, without limitation, errors, inaccuracies or out-of-date information regarding pricing, shipping, payment terms, or return policies. In these circumstances, Blue Seal will terminate the contract between the parties.
3.8 Each order placed for good(s) results in a separate binding contract between you and Blue Seal for the supply of those good(s).
3.9 For each order accepted by Blue Seal, Blue Seal will supply the good(s) in that order to you in accordance with these Contract Terms.
3.10 You may elect to collect the good(s) you order, or to have them delivered to a nominated delivery address. A fee may apply (see clauses 4 and 7 below).
3.11 The Site and/or our advertising brochures may contain typographical errors or other errors or inaccuracies and may not be complete or current. Blue Seal reserves the right to correct any errors, inaccuracies or omissions and to change or update information at any time without notice.
3.12 You consent to receive sales invoices electronically for all orders. Electronic invoices will be emailed to the email address provided by you in relation to the each order.
3.13 Blue Seal reserve the right to charge a fee of 20% for the cancellation of any order or the return of any goods. The fee will be based on the value of the order or the sale price of the goods as the case may be. The parties agree that the fee, if charged, constitutes a genuine pre-estimate of Blue Seal's loss arising from the cancellation or return of goods. The return of goods will only be permitted in circumstances where the goods are returned in a new and unused condition, and the goods are returned within 14 days of delivery (as described in clause 7).
3.14 In addition to the fee payable under clause 3.13, where you cancel or return any “spare part goods”, Blue Seal reserve the right to charge you an engineering test fee to cover the costs for testing to ensure they meet the necessary safety standards for resale. If requested, Blue Seal will provide an estimate of the fees likely to be incurred prior to undertaking this testing (such a request to be made at the same time the “spare parts goods” are returned). For the purposes of this clause 3.14, “spare part goods” means any individual parts issued as spares for the purposes of any equipment that we sell.
4. PRICE AND PRICE VARIATION
4.1 The maximum prices of the goods will be quoted on the Site and in the price lists accompanying our advertising brochures at the time you submit Your Order.
4.2 Blue Seal is entitled to adjust any price to take into account a variation in cost arising from:
4.2.1 delays in manufacture or installation as a result of any act or omission by the buyer, or other circumstances beyond Blue Seal’s control;
4.2.2 variations in Blue Seal’s costs of manufacture including, without limitation, variations in the cost of labour or raw materials;
4.2.1 variations in the cost of the goods to Blue Seal due to variations in the cost of freight and transport, insurance premiums, customs duties or currency exchange rates; and
4.2.2 any error or omission.
4.3 In addition, the maximum prices of the goods may be adjusted to reflect discounts we are willing to provide you with. The price payable for the goods under the contract will be confirmed in the Order Confirmation. The Order Confirmation will also confirm the relevant delivery costs payable.
4.4 The price of goods set out on the Site and in the price lists accompanying our advertising brochures exclude VAT (where applicable). VAT will be charged on goods at the applicable current rate chargeable in the UK for the time being. If the rate of VAT changes between the date you enter into a contract for goods and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the good in full before the change in VAT takes effect.
4.5 The Site and our advertising brochures contain a large number of goods. It is always possible that, despite Blue Seal’s reasonable efforts, some of the goods on the Site and/or in our advertising brochures may be incorrectly priced. If Blue Seal discovers an error in the price of the goods you have ordered Blue Seal will contact you to inform you of this error and Blue Seal will give you the option of continuing to purchase the goods at the correct price or cancelling your order. Blue Seal will not process your order until Blue Seal have your instructions. If Blue Seal are unable to contact you using the contact details you have provided as part of the ordering process, Blue Seal will treat the contract as cancelled and notify you in writing. If Blue Seal mistakenly accepts and processes your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, Blue Seal may cancel your order and refund you any sums you have paid.
5. TERMS OF PAYMENT
5.1 Payment is to be made in full on goods sold by Blue Seal prior to delivery (such date to be confirmed in the Order Confirmation), save where the buyer has been granted a credit account. In these circumstances, subject to the terms on which we have agreed to provide you with a credit account permitting the goods to be charged to your account (to be agreed under separate terms), payment must be made within 30 days from the date of receipt of Blue Seal’s invoice or within such other timeframe as agreed with you.
5.2 Where the buyer has a credit account with Blue Seal, Blue Seal reserves the right to impose on the buyer a minimum deposit to Blue Seal of 25% of the purchase price for goods.
5.3 In the event of default by the buyer under clause 5.1 or 5.2, all debt recovery costs, including legal costs on a solicitor /own client basis and disbursements, and any mercantile agent costs charged to Blue Seal will be part of the indebtedness of the buyer to Blue Seal and will be paid to Blue Seal on request.
5.4 Without prejudice to any other remedy, if you fail to make any payment due to Blue Seal under the Contract Terms by the due date for payment, Blue Seal may charge you interest on the overdue amount at the rate set out in the Late Payment of Commercial Debts (Interest) Act 1998 from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The buyer shall pay the interest together with the overdue amount.
5.5 Blue Seal accepts payment by the payment methods stated on the Site and in our advertising brochures.
5.6 You authorise Blue Seal to debit the amount that is payable in respect of an accepted order from you in accordance with your nominated payment method.
5.7 You must not pay, or attempt to pay, for a good using any fraudulent or unlawful means.
5.8 Your nominated payment method may trigger fraud prevention protocols. If this occurs, Blue Seal may contact you to confirm additional details, or cancel the transaction.
5.9 To the extent permitted by law, Blue Seal (and its assignees) exclude all liability for any loss or damage suffered or incurred by you (whether directly or indirectly) where a credit card is used fraudulently or in an unauthorised manner.
6. VARIATION OF TERMS OF PAYMENT
6.1 If Blue Seal decides that the credit worthiness of the buyer has become unsatisfactory, Blue Seal may on written notice to the buyer:
6.1.1 vary the terms of payment, and may require payment in full and in cash, and/or the provision of security, for any amount unpaid and the buyer will pay in the timeframe stipulated by Blue Seal; and
6.1.2 stop any goods in transit until any requirements under this clause have been complied with.
7. COMPLETION AND DELIVERY
7.1 Blue Seal will endeavour to deliver goods within a reasonable time (in the absence of an agreement with you).
7.2 Delivery of an order shall be completed when Blue Seal deliver the goods to the address agreed between the parties (even if this is Blue Seal’s address) or a carrier organised by the buyer collect them from Blue Seal.
7.3 Blue Seal may suspend delivery, supply or completion and/or terminate the contract where the failure to deliver, supply or complete is caused by force majeure, including any act or omission on the part of the buyer, or by any act of God, war lightning, fire, earthquake, storm, flood, explosion, any embargoes, restraint orders or restrictions imposed directly or indirectly by any government or governmental authority, agency or department, unavailability or delay in availability of equipment materials or transport, labour dispute and any other case whether of the kind enumerated or otherwise which is not within the control of Blue Seal.
7.4 Unfortunately, Blue Seal does not deliver to addresses outside the UK and Ireland.
8. WITHHOLDING SUPPLY AND DELIVERY BY INSTALMENTS
8.1 Blue Seal reserves the right to withhold supply to the buyer if the buyer is in breach of any contract with Blue Seal.
8.2 Blue Seal reserves the right to deliver the goods by instalments and each instalment shall be deemed to be sold under a separate contract incorporating these Contract Terms. Failure of Blue Seal to deliver any instalment shall not entitle the buyer to cancel the balance of the contract. Exercise of these rights does not entitle the buyer to terminate any contract with Blue Seal or claim any loss or damage.
9. TITLE AND RISK
9.1 The risk in the goods passes to you when the goods are fully loaded for transportation to you at Blue Seal’s warehouse.
9.2 All payments received from the buyer may be applied by Blue Seal in the manner Blue Seal, in its absolute discretion, determines.
9.3 Subject to clauses 9.4 and 9.5, legal and beneficial ownership of the goods will not pass to the buyer until Blue Seal has received in full in cleared funds:
9.3.1 all sums due to it in respect of the goods; and
9.3.2 all other sums which are or which become due to Blue Seal from the buyer on any account whatsoever.
9.4 The buyer may resell the goods in the ordinary course of its business and, if it does so, legal and beneficial ownership of goods will pass to the buyer immediately prior to the buyer entering into a binding contract for the sale of those goods.
9.5 Blue Seal may, by giving written notice to the buyer, pass legal and beneficial ownership of the goods (or any of them) to the buyer at any time before such ownership would otherwise have passed to the buyer.
9.6 Until ownership of the goods has passed to the buyer, the buyer will:
9.6.1 store the goods (at no cost to Blue Seal) separately from all other goods of the buyer or any third party in such a way that they remain readily identifiable as the Blue Seal’s property;
9.6.2 not destroy, deface or obscure any identifying mark or packaging on or relating to the goods;
9.6.3 not, without Blue Seal’s prior written consent, annex any goods to its premises or property;
9.6.4 maintain the goods in a satisfactory condition; and
9.6.5 keep the goods insured for their full price against damage or loss on an “all risks” basis with reputable insurers in the UK market and whenever requested by Blue Seal produce a copy of the policy of insurance in respect of the goods to Blue Seal, do nothing and not omit to do anything which in consequence permits any insurer to refuse to indemnify the buyer in full in accordance with the terms of any insurance policy maintained in respect of the goods in respect of any claim made under any such insurance policy and ensure that any insurance proceeds received by the buyer under the relevant policy are applied to repairing damaged goods or, in the event that they are not so applied, hold such proceeds on trust for Blue Seal.
9.7 The buyer may use the goods in the ordinary course of its business before ownership has passed to it.
9.8 If the buyer resells any goods, the buyer will hold such part of the proceeds of sale as represents the amount owed by the buyer to Blue Seal on trust for Blue Seal and will account to Blue Seal accordingly.
9.9 The buyer’s right to possession, use and resale of the goods will terminate immediately if, before ownership of the goods passes to the buyer in accordance with clauses 9.3, 9.4 or 9.5:
9.9.1 the buyer becomes insolvent;
9.9.2 the buyer fails to pay any sum due to Blue Seal under any contract on or before the due date or is in breach of any of its obligations under these Contract Terms or any contract;
9.9.3 these Contract Terms expires or terminates for any reason.
9.10 Blue Seal will be entitled to recover payment for the goods (including by way of an action for the price) notwithstanding that ownership of any of the goods has not passed from Blue Seal.
9.11 The buyer grants, and will procure that the owner of any relevant third party premises grants, Blue Seal, its agents, employees and sub-contractors an irrevocable licence at any time to enter any premises where the goods are or may be stored in order to inspect them, or, where the buyer’s right to possession, use and resale has terminated, to recover them.
9.12 If the buyer’s right to possession, use and resale of the goods terminates in accordance with clause 9.9, Blue Seal will be entitled to issue the buyer with a credit note for all or any part of the price of the goods together with VAT thereon.
9.13 Blue Seal’s rights contained in this clause 9 will survive expiry or termination of a contract however arising.
9.14 The buyer warrants that it does not intend to use the goods predominantly for personal, domestic or household purposes.
10.1 Blue Seal warrants that on delivery, and for a period of 90 days from the date of delivery (Warranty Period) the goods shall conform with their written technical specification set out on the Site and in our advertising brochures.
10.2 If at any time during the Warranty Period, the buyer becomes aware of a breach of clause 10.1 above, the buyer shall:
10.2.1 advise Blue Seal in writing within 7 days after the buyer becomes aware of the breach prior to the expiry of the Warranty Period;
10.2.2 at Blue Seal’s option, return the goods to Blue Seal at the buyer’s cost or permit Blue Seal to inspect it at the buyer’s premises; and
10.2.3 provide Blue Seal with all information and assistance which Blue Seal may reasonably require to investigate the alleged breach.
10.3 Subject to clause 14.1, Blue Seal’s only liability for breach of clause 10.1 above will be, at Blue Seal’s option, to repair or replace the relevant good or to reduce the price of the relevant good by a sum which is equitable in the circumstances.
10.4 The buyer’s only remedy for breach of the obligation at clause 10.3 will be in damages.
10.5 Subject to clause 14.1, Blue Seal will not have any liability for a breach of the warranty at clause 10.1 if:
10.5.1 you do not comply with your obligations at clause 10.1 in respect of the breach;
10.5.2 the relevant defect was caused by damage in transit after delivery;
10.5.3 the relevant defect was caused or exacerbated by improper use, handling, alteration, installation, repair, maintenance, storage or failure to comply with instructions provided by Blue Seal or the manufacturer; or
10.5.4 you make further use of the relevant good after discovering the relevant breach.
10.6 The warranty at clause 10.1 will apply to any goods which are repaired or replaced under clause 10.3 for the remainder of the original Warranty Period.
10.7 Separate to these Contract Terms, and without prejudice to any provisions set out in these Contract Terms, Blue Seal may provide end user consumer customers with a manufacturer’s warranty.
11.1 The buyer shall indemnify and keep Blue Seal indemnified against any action, claim, demand, loss, damage, cost or expense which:
11.1.1 Blue Seal may suffer or incur, or is liable for arising out of, or in connection with the storage, use, possession, or other act or omission of the buyer in respect of any goods supplied; or
11.1.2 may be brought by a third party arising out of or in connection with any goods supplied by Blue Seal to the buyer.
12.1 Without prejudice to clause 10, the buyer shall advise Blue Seal in writing of any claims:
12.1.1 for loss or damage – within 14 days of receipt of the goods; and
12.1.2 for non–delivery or a shortfall in delivery – within 7 days of agreed or reasonable delivery of the goods.
12.2 Blue Seal will advise the buyer of any rejected claim made pursuant to clause 12.1 in writing electronically, detailing the reason/s for rejection, after which payment in full will be required from the buyer for the value of the rejected claim.
The durability of goods may be affected by neglect, misuse, spasmodic and/or irregular use and use of water that is outside the quality and/or temperature specifications of the goods.
14.1 Nothing in these Contract Terms limits or excludes our liability for:
14.1.1 death or personal injury caused by Blue Seal’s negligence;
14.1.2 fraud or fraudulent misrepresentation;
14.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
14.1.4 any liability which cannot be legally limited or excluded.
14.2 Subject to clause 14.1, Blue Seal will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the contract for:
14.2.1 any loss of profits, sales, business, or revenue;
14.2.2 loss or corruption of data, information or software;
14.2.3 loss of business opportunity;
14.2.4 loss of anticipated savings;
14.2.5 loss of goodwill; or
14.2.6 any indirect or consequential loss.
14.3 Subject to clause 14.1, Blue Seal’s total liability to you in respect of all losses arising under or in connection with these Contract Terms or any contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 200% of the price of the relevant goods in respect of which the liability relates.
14.4 Except as expressly stated in these Contract Terms, Blue Seal do not give any representation, warranties or undertakings in relation to the goods. Any representation, condition or warranty which might be implied or incorporated into these Contract Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, Blue Seal will not be responsible for ensuring that the goods are suitable for your purposes.
15. RETURN OF DRAWINGS
15.1 All drawings and specifications obtained by the buyer from Blue Seal or its employees or agents remain Blue Seal’s property.
15.2 The buyer shall not, without the prior written consent of Blue Seal, utilise or reproduce such drawings or specifications or communicate them to a third party, except for the purpose for which they are supplied.
15.3 Except for Blue Seal’s standard descriptive specifications, operating instructions, layout and foundation drawings, all drawings and specifications are to be returned to Blue Seal on completion of the contract or on request.
16.1 If the buyer:
16.1.1 commits a breach of the contract which cannot be remedied; or
16.1.2 commits a breach of a contract which can be remedied but fails to remedy that breach within 14 days of a written notice requiring it to be remedied being given by the Blue Seal,
Blue Seal may terminate the contract immediately by giving written notice to that effect to the buyer.
16.2 Blue Seal may terminate the contract immediately by giving written notice to that effect to the buyer if the buyer becomes insolvent or makes any composition or arrangement with its creditors or steps are taken for the winding up of the buyer, or the buyer has a receiver appointed over any of its property.
16.3 If the manufacture, dispatch or transport of goods is delayed due to any act or omission of the buyer, and that delay continues beyond a reasonable time, Blue Seal may treat the contract as terminated and a proportion of the price that reflects the work already done by Blue Seal together with any expenses and any additional costs attributable to such delay, shall become due and payable.
16.4 Following expiry or termination of the contract:
16.4.1 clauses 5, 9, 10, 11 14, 15, 16 and 19 will continue in force, together with any other clauses which expressly or impliedly continue to have effect after expiry or termination of the contract; and
16.4.2 all other rights and obligations will immediately cease without prejudice to any rights, obligations, claims (including claims for damages for breach) and liabilities which have accrued prior to the date of expiry or termination.
17.1 The contract constitutes the entire agreement between the parties and supersedes any prior agreement or arrangement in respect of its subject matter and:
17.1.1 neither party has entered into the contract in reliance upon, and it will have no remedy in respect of, any misrepresentation, representation or statement (whether made by the other party or any other person and whether made to the first party or any other person) which is not expressly set out in the contract;
17.1.2 the only remedies available for any misrepresentation or breach of any representation or statement which was made prior to entry into the contract and which is expressly set out in the contract will be for breach of contract; and
17.1.3 nothing in this clause 17.1 will be interpreted or construed as limiting or excluding the liability of any person for fraud or fraudulent misrepresentation.
17.2 A delay in exercising or failure to exercise a right or remedy under or in connection with the contract will not constitute a waiver of, or prevent or restrict future exercise of, that or any other right or remedy, nor will the single or partial exercise of a right or remedy prevent or restrict the further exercise of that or any other right or remedy. A waiver of any right, remedy, breach or default will only be valid if it is in writing in the circumstances and for the purpose for which it was given and will not constitute a waiver of any other right, remedy, breach or default.
17.3 If any term of the contract is found by any court or body or authority of competent jurisdiction to be illegal, unlawful, void or unenforceable, such term will be deemed to be severed from the contract and this will not affect the remainder of the contract which will continue in full force and effect.
17.4 No variation to the contract will be effective unless it is in writing and signed by a duly authorised representative on behalf of each of the parties.
17.5 Nothing in the contract and no action taken by the parties in connection with it or them will create a partnership or joint venture or relationship of employer and employee between the parties or give either party authority to act as the agent of or in the name of or on behalf of the other party or to bind the other party or to hold itself out as being entitled to do so.
17.6 Each party agrees that it is an independent contractor and is entering into the contract as principal and not as agent for or for the benefit of any other person.
18. GOVERNING LAW AND JURISDICTION
18.1 These Contract Terms any dispute or claim arising out of or in connection with their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
18.2 Blue Seal and the buyer both irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Contract Terms or their subject matter or formation (including non-contractual disputes or claims).
19.1 In these Contract Terms the following words will (unless the context otherwise requires) have the following meanings:
19.1.1 “buyer”/ “you”/ “your” means and includes the buyer and any servant, agent, partner, contractor or employee of that party;
19.1.2 “Blue Seal” includes all Blue Seal’s employees and agents;
19.1.3 “we”/ “our”/ “us” means Blue Seal;
19.1.4 a reference to the “parties” means Blue Seal and the buyer; and
19.1.5 a reference to “including” means “including without limitation”.