These Conditions and the Confirmation of Order set out the whole agreement between the Buyer and So Pure Beverage Technology for the sale of the Goods and shall:
Apply to and be incorporated in the Contract; and
Prevail over any inconsistent terms or conditions contained or referred to in the Buyer’s purchase order, confirmation of order, acceptance of a quotation, or specification or other document supplied by the Buyer, or implied by law, trade custom, practice or course of dealing.
2
PAYMENT TERMS
Subject to Condition 2.2, Buyers who hold an So Pure Beverage Technology credit account, (unless otherwise agreed in writing) shall pay all amounts due to So Pure Beverage Technology under the Contract within 30 days from the date of the invoice issued by So Pure Beverage Technology.
The Buyer shall effect payment for the Goods immediately upon placing an order for Goods where:
The Buyer does not hold an So Pure Beverage Technology credit account; or
The Buyer has not previously purchased Goods from So Pure Beverage Technology.
Where the Buyer fails to effect payment by the due date, without limiting any other remedies or rights So Pure Beverage Technology may have, So Pure Beverage Technology may:
Suspend or cancel the Buyer’s credit account with So Pure Beverage Technology;
Suspend or cancel any outstanding Order;
Charge interest to the Buyer on the overdue amount at the rate of 3% a year above the base lending rate of Lloyds TSB from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment, however So Pure Beverage Technology reserves the right to charge interest under the Late Payment of Commercial Debts (Interest) Act 1998.
Payment by the Buyer must be settled by BACS (unless otherwise agreed by So Pure Beverage Technology), in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by So Pure Beverage Technology to the Buyer.
No payment shall be deemed to have been received until So Pure Beverage Technology has received cleared funds.
Time for payment shall be of the essence.
All payments payable to So Pure Beverage Technology under the Contract shall become due immediately on its termination despite any other provision.
3
PRICES
The price of the Goods will be as set out in the Confirmation of Order or, if So Pure Beverage Technology has not provided a Confirmation of Order, in So Pure Beverage Technology’s price list in force at the time So Pure Beverage Technology accepts the Buyer’s order for Goods. Prices are liable to change at any time, but price changes will not affect orders for Goods that So Pure Beverage Technology has accepted.
The price for the Goods shall, unless agreed otherwise by So Pure Beverage Technology, be exclusive of VAT and any delivery charges, which shall be payable in addition to the price of the Goods.
4
DELIVERY
Unless So Pure Beverage Technology requires otherwise, So Pure Beverage Technology shall deliver the Goods to the Buyer’s place of business.
Where the Buyer has agreed or So Pure Beverage Technology requires that the Buyer collects the Goods, the Buyer shall collect the Goods on the date specified by So Pure Beverage Technology.
Where So Pure Beverage Technology has agreed to deliver the Goods, any dates specified by So Pure Beverage Technology for delivery 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.
Subject to the other provisions of the Contract, So Pure Beverage Technology 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 So Pure Beverage Technology’s negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 14 days.
Where So Pure Beverage Technology has agreed to deliver the Goods, the Buyer shall:
Provide So Pure Beverage Technology with the correct delivery address, which shall be easily accessible and shall be a curbside address;
Provide at the delivery address and at its expense adequate and appropriate equipment and manual labour for unloading the Goods.
If the Buyer fails to collect the Goods, accept delivery of any of the Goods (for any reason) when they are ready for delivery, or So Pure Beverage Technology is unable to deliver the Goods on time because the Buyer has not provided the correct delivery address, the delivery address is not a curbside address or So Pure Beverage Technology’s delivery vehicles are unable to access the delivery address:
Risk in the Goods shall pass to the Buyer;
The Goods shall be deemed to have been delivered;
So Pure Beverage Technology may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance); and
So Pure Beverage Technology may after giving the Buyer reasonable prior notice, resell or otherwise dispose of part or all of the Goods.
4.7 So Pure Beverage Technology may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract. Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.
5
NON-DELIVERY
The quantity of any consignment of Goods as recorded by So Pure Beverage Technology on despatch from So Pure Beverage Technology’s place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
So Pure Beverage Technology shall not be liable for any non-delivery of Goods (even if caused by So Pure Beverage Technology’s negligence) unless the Buyer gives written notice to So Pure Beverage Technology of the non-delivery within 5 days of the date when the Goods would in the ordinary course of events have been received.
Any liability of So Pure Beverage Technology for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
6
TITLE
Title in the Goods shall not pass to the Buyer until payments in full of all sums due to So Pure Beverage Technology under the Contract have been made in full.
Risk in the Goods shall pass to the Buyer upon delivery or collection.
In the event of non payment for goods by the buyer, the buyer grants So Pure Beverage Technology, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are stored to recover them.
The Buyer’s right to possession of the Goods shall terminate immediately if
the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a 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; or
the Buyer suffers or allows any execution, whether legal or equitable, to be levied on its property or obtained against it, or fails to observe or perform any of its obligations under the Contract or any other contract between So Pure Beverage Technology and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or
The Buyer encumbers or in any way charges any of the Goods.
So Pure Beverage Technology shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from So Pure Beverage Technology.
On termination of the Contract, howsoever caused, So Pure Beverage Technology’s (but not the Buyer’s) rights contained in this Condition 6 shall remain in effect.
7
DEFECTIVE GOODS AND RETURNS
If the Buyer notifies So Pure Beverage Technology that the Goods are defective the Buyer shall:
Notify So Pure Beverage Technology of the defect within 5 days of discovering the defect; and
Provide So Pure Beverage Technology with proof of purchase of the Goods; and
Provide So Pure Beverage Technology with a reasonable opportunity of inspecting the Goods which the Buyer alleges are defective and (if required by So Pure Beverage Technology) return such goods to So Pure Beverage Technology’s place of business (at the cost of the Buyer) for the inspection to take place there;
Before issuing any claim against So Pure Beverage Technology in respect of the Goods which the Buyer alleges are defective.
In the unlikely event that a Substantiated Claim is made by the Buyer in respect of the Goods So Pure Beverage Technology shall exercise its discretion to either:
Issue a refund for the Goods or the faulty parts of the Goods; or
Replace the Goods; or
Repair the Goods;
If So Pure Beverage Technology complies with Condition 7.2, it shall have no further liability for a breach of the warranties contained in the Contract.
8
WARRANTY
So Pure Beverage Technology provides no warranty in connection with the Goods, other than those warranties which are implied into the Contract by law and which cannot legally be excluded from the Contract.
So Pure Beverage Technology warrants (subject to condition 8.3) that the Goods and all parts of the Goods shall be of satisfactory quality for 24 months from the date of the Confirmation of Order or if no Confirmation of Order has been issued, 24 months from the date of delivery or collection of the Goods however such warranty shall not apply to plastic parts of the Goods and parts of the Goods which come into contact with water and limescale.
The warranties provided in accordance with this Contract do not apply to any defect in the Goods arising from fair wear and tear, wilful damage, accident, negligence by the Buyer or any third party, if the Buyer uses the Goods in a way that So Pure Beverage Technology or the manufacturer of the Goods do not recommend, the Buyer’s failure to follow So Pure Beverage Technology’s or the manufacturer’s instructions, or any alteration or repair the Buyer carries out without So Pure Beverage Technology’s prior written approval.
9
LIMITATION OF LIABILITY
Subject to clause 9.3, So Pure Beverage Technology shall not be responsible for any losses that the Buyer suffers if So Pure Beverage Technology is found to be in breach of the Contract, except for those losses which are a foreseeable consequence of the failure to comply with these Conditions.
This clause does not include or limit in any way So Pure Beverage Technology’s liability for:
Death or personal injury caused by our negligence; or
Fraud or fraudulent misrepresentation; or
Any breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982.
Subject to clause 9.2, So Pure Beverage Technology’s total liability for all Substantiated Claims arising under the Contract shall not exceed the price received by so Pure Beverage Technology from the Buyer for the Goods.
10
FORCE MAJEURE
So Pure Beverage Technology reserves the right to defer the date of delivery or collection of the Goods or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of So Pure Beverage Technology including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 30 Business Days, the Buyer shall be entitled to give notice in writing to So Pure Beverage Technology to terminate the Contract.
11
ASSIGNMENT
The Buyer shall not transfer any of its rights or obligations under this Contract to another person without So Pure Beverage Technology’s prior written consent. So Pure Beverage Technology can transfer all or any of our rights and obligations under this Contract to another organisation.
12
GENERAL
The Buyer shall not transfer any of its rights or obligations under this Contract to another person without So Pure Beverage Technology’s prior written consent. So Pure Beverage Technology can transfer all or any of our rights and obligations under this Contract to another organisation.
13
INTERPRETATION
The Buyer shall not transfer any of its rights or obligations under this Contract to another person without So Pure Beverage Technology’s prior written consent. So Pure Beverage Technology can transfer all or any of our rights and obligations under this Contract to another organisation.
