Terms and Conditions
"The Seller" means Vuba Chemical Innovations Limited of Unit B2-4, Annie Reed Road, Grovehill Industrial Estate, Beverley, East Yorkshire, HU17 0LF (company number 07254982). "The Buyer" means the person, firm or company who buys or agrees to buy the Goods from the Seller. "The Goods" means the goods or materials which shall be subject of the contract between the Seller and the Buyer. "The Contract" means a legally binding contract between the Seller and the Buyer for the sale and purchase of Goods ordered by the Buyer and accepted by the Seller in accordance with and subject to these Conditions of sale. "The Conditions" means the provisions contained herein which shall be incorporated into this Contract in their entirety. "The VAT" means Value Added Tax or any similar charge tax or levy on purchase of the Goods. "The Price" means the price specified in the Seller’s acknowledgement or otherwise communicated to the Buyer and agreed. The Seller reserves the right to update these terms and conditions at any time by displaying amended terms and conditions on its website.
1. Acceptance of Order (i) All Goods are sold or supplied by the Seller upon the following terms and conditions and these terms and conditions apply in preference to and supersede any terms and conditions referred to or offered by the Buyer. (ii) The Seller is under no obligation to accept the Buyer’s order. Prices, offers and products are subject to availability and may change at any time prior to acceptance of the Buyer’s order. All prices placed by the Seller on the internet constitute an invitation to treat. By submitting an electronic or online order, the Buyer submits an offer to enter into a sales contract with the Seller. (iii) The Seller will confirm that it has received such order without undue delay (the "Acknowledgement"). The Acknowledgement does not signify that the Buyer’s offer has been accepted. Should the Seller decide to accept an order, (whether placed by internet, telephone, fax or email) the Buyer will receive an order acceptance at which point the order will become a binding contract. (iv) The Buyer acknowledges that it has not relied on any statement, promise or representation made or given on behalf of the Seller which is not set out in these Conditions of Sale. (v) Each order shall be a separate Contract and cancellation or termination of any individual contract shall not entitle the Buyer to terminate or repudiate any other Contract.
2. Description 2.1 The Seller shall be entitled to make such alterations to the materials, specifications, production and packaging of the Goods as the Seller may think fit provided that such alterations do not have a material effect on the quality or performance of such Goods (which will include but is not limited to any such alteration as is required so that such Goods conform to applicable statutory requirements or regulations). 2.2 Illustrations, brochures, descriptions, samples, demonstration products and general literature relating to the Goods are intended as a general guide only and shall not form part of any contract between the Seller and the Buyer for such unless otherwise expressly agreed in writing signed on behalf of the Seller by an official of the Seller. 2.3.1 In entering into this Contract the Buyer acknowledges that it does not rely on and waives any claim for breach of representation relating to advice regarding the use of the Goods or in relation to quality or otherwise of the Goods unless any such representation is fraudulent or made in writing by an official of the Seller 2.3.2 The Seller’s employees are not authorised to make any representations concerning the Goods or their use 2.3.3 The Buyer’s statutory rights remain unaffected by the provisions of this paragraph save to the extent that variation to those rights is permitted at law.
3. The Price (i) The Price of any Goods shall be as quoted on the website or quote, except in cases of obvious error, and subject always to clause 1(i) and 1(ii).. (ii) The Seller may at any time before delivery increase the price of the undelivered balance of the Goods by notice in writing to the Buyer. In such event the Buyer may within seven days of receipt of such notice by notice in writing cancel the order so far as the undelivered balance of the Goods is concerned. (iii) Unless otherwise stated on acceptance, the price of the Goods shall include the Seller’s costs of standard packing, and delivery of the Goods to any one address in the United Kingdom specified in writing by the Buyer to and agreed by the Seller prior to delivery. (iv) Containers and/or packages are not returnable unless so stated in the Seller’s quotation or acknowledgement or other documentation (v) In the case of a non-electronic export declaration, the buyer must provide the Seller with the proof of exportation necessary for taxation purposes for deliveries and performances from the UK to countries outside the EU, which are not carried out or commissioned by the Seller. If this proof is not provided then the Buyer must additionally pay for the VAT to be levied on performance within the UK on the amount invoiced.
4. Payment (i) Unless otherwise stated on the Seller’s invoice or otherwise agreed in writing, payment for the Goods shall be made before the Goods are dispatched. Unless payment terms have already been agreed. (ii) Time for payment shall be of the essence and failure by the Buyer to pay the Price or any instalment thereof in due time shall entitle the Seller to one or more of the following: (a) treat such failure as a repudiation of the whole Contract by the Buyer; (b) require the Buyer to make immediate payment of all monies due or to become due; (c) recover from the Buyer damages for such breach of contract; and/or) (d) charge interest at either eight per centum per annum or two per centum per annum above the Base Rate of HSBC Bank PLC, whichever shall be the greater, from the due date until payment. (iii) The Buyer shall make all payments due in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. (iv) All payments shall be applied to invoices and deemed to be made in the order in which they were issued, (v) All payments payable to the Seller shall become due immediately upon termination of the Contract.
5. Delivery. Unless otherwise agreed in writing between the Seller and the Buyer the following provisions shall apply: (i) Delivery of the goods shall take place when the Goods shall be delivered at the address specified on the Seller’s quotation or Acknowledgement or other documentation, or when collected by the Buyer. (ii) The delivery date or dates are estimates only and time for delivery shall not be of the essence. The Seller shall not be liable for failure to deliver by such date or dates or for any damage or loss arising directly or indirectly (including loss of profits) out of delay in delivery; nor shall the Buyer be entitled to refuse to accept the Goods because of late delivery. (iii) The risk of any loss or damage to or deterioration of the Goods shall be borne by the Buyer once the Goods are loaded on to transport at the Seller’s premises. (iv) In respect of sea transit the Seller shall not be required to give the Buyer the notice relating to insurance of the Goods referred to in Section 32(3) of the Sale of Goods Act 1979.
6. Property. (i) The legal and beneficial title in and ownership of the Goods shall remain in the Seller until payment in full has been made to the Seller by the Buyer for: (a) the Goods; and (b) all other sums which are due or which become due to the Seller from the Buyer. (ii) Where full payment has not been made to the Seller and the Buyer uses the Goods in his manufacturing process or incorporates the Goods with other products the property in the Goods shall be retained by the Seller in so far as such Goods are identifiable. (iii) Until such payment is made: (a) the Buyer shall hold all Goods and materials on a fiduciary basis only as a bailee for the Seller and shall store such Goods separately from all other goods in the Buyers possession so as to be clearly identifiable as the property of the Seller (at no cost to the Seller); (b) the Buyer shall keep the Goods in satisfactory condition and insured on the Seller’s behalf for the full price against all risks to the reasonable satisfaction of the Seller; and (c) the Buyer grants to the Seller, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or in the case of default, as defined at clause 11, to recover them.
7. Lien. The Seller shall in respect of all unpaid debts due from the Buyer under the same or any other contract have a general lien on all goods and property of the Buyer in it possession (although such Goods or some of them may have been paid for) and shall after expiration of fourteen days written notice to the Buyer be entitled to dispose of such Goods and property as it deems fit and apply the proceeds towards such debts.
8. Shortages and Damage and/or Loss in Transit. (i) Unless otherwise agreed in writing between the Buyer and the Seller, the Seller may deliver against any order an excess and/or deficiency up to ten per cent of weight or volume ordered without any liability whatsoever to the Buyer save that the price shall be adjusted accordingly. (ii) The Buyer shall inspect the Goods immediately upon delivery and shall within three days of such delivery (time being of the essence) give notice in writing to the Seller and the carrier of all claims on account of damage to or total or partial loss of Goods in transit. Claims for non-delivery must be submitted in writing to the Seller within fourteen days after notification of despatch. (iii) Any other claims (including but not limited to defects or production faults) must be made in writing immediately after the Buyer learns of the defect and in any event not later than sixty days after delivery of the Goods. Any claim not made in writing and received by the Seller within the aforesaid time limits shall be deemed waived. (iv) If the Seller fails to make delivery or makes defective delivery of any one instalment such failure or defective delivery shall not affect the Contract as regards other instalments. (v) The right of the Buyer to set off the value of any shortage, defective Goods or Goods not otherwise conforming to contract shall be restricted to the specific invoice for the Goods in question and shall not apply to previous or future invoices and/or accounts.
9. Rust Staining Natural aggregates may contain small amounts of iron which can produce rust staining when exposed to air and water. Standard resin bound surfacing blends contain aggregates selected for infrequency of incidence of staining, but iron may be present in any natural aggregate. The presence of iron cannot be identified before use and any resulting stains should not be regarded as a product defect. The performance of surfacing which exhibits rust staining is not usually affected by the stains.
10. Force Majeure. Deliveries may be partially or totally suspended by either party during any period in which it is prevented from manufacturing delivering or taking delivery of the Goods through any circumstances outside its control. If, because of such circumstances, the Seller is unable to supply the total requirement of the Goods the Seller may allocate its available supply (after satisfaction of its own requirements) among all of its customers, including those not under contract, as the Seller thinks fit. In the event of such circumstances the Seller shall (i) be relieved from its obligations under the Contract to the extent the Seller is prevented from performing such obligations and (ii) shall have no obligation to procure Goods from other sources. In the event that the Force majeure continues for more than 3 months either party may terminate the Contract on 14 days’ notice.
11. Indemnity. The Buyer shall indemnify the Seller in respect of all damage or injury occurring to any person, firm, company or property and against all actions, suits, claims and demands, charges or expenses in relation to any claim made against the Seller by a third party arising out of or in connection with the supply of the Goods to the extent that such claim arises out of the breach, negligent performance, failure or delay in performance of this contract by the Buyer, its agents, employees or subcontractors.
12. Default. The Seller reserves the right (without prejudice to its other rights and remedies) either to terminate the contract between the parties or to suspend further deliveries under it or require payment in advance or require return of Goods delivered in the event that: (a) the Buyer fails to pay for any one delivery when the same becomes due; or (b) the Buyer’s financial position becomes unsatisfactory to the Seller; or (c) if notice of intention to appoint an administrator is given, or a winding up petition is presented to any court or documents are filed with any court for the appointment of an administrator or the Buyer is wound up, goes into liquidation or has an administrator, manager or receiver appointed or enters into any form of arrangement with or for the benefit of creditors or has a bankruptcy petition filed or bankruptcy order made against it or if any similar or analogous event occurs in any jurisdiction or if the Buyer is otherwise unable to pay its debts as they fall due.
13. Duty. All import duties V.A.T. and other import costs will be the Seller’s responsibility.
14. Warranties No servant or agent of the Seller has the power unless agreed to by a director in writing (a) To vary these conditions orally or in writing; (b) To make any representations or warranties regarding the conditions of the Goods, their fitness for purpose or any other matter whatsoever. No representation, warranty or indemnity is given by the Seller that the Goods do not infringe any letters patent, trade marks registered designs or other industrial rights. No representation, warranty, condition or description is given or implied by the Seller by this agreement, nor does the Seller warrant the fitness for purpose of any of the Goods even though that purpose be made known by the Buyer and no warranty or condition may be implied from the name of the Goods. Where samples have been sent to the Buyer it will be considered that they have been tested to the Buyer’s specification for the purposes to which the Buyer intents to use the Goods for.
15. Assignability. The Contract of which these conditions form part is personal to the Buyer who shall not assign, transfer or otherwise deal with the benefit or burden thereof without the Seller’s written consent. The Seller may at any time assign, transfer or otherwise deal with the benefit or burden of the Contract (and if required to do so by the Seller, the Buyer shall enter into a novation agreement in such form as the Seller shall reasonably stipulate). The Seller shall be entitled to carry out its obligations under the Contract through any agents or sub-contractors.
16. Proper Law. These Conditions and the contract between the parties shall be construed and applied in accordance with the law of England and Wales and the English Courts shall have sole jurisdiction in any dispute relating thereto.
17. Notices (i) The parties agree to electronic communication and acknowledgement that all Contracts, notices, information and other communications that the parties provide to each other electronically comply with any legal or contractual requirement that such communications be in writing. (ii) All notices given by the Buyer to the Seller must be sent to Vuba Chemical Innovations Limited, Unit B2-4, Annie Reed Road, Grovehill Industrial Estate, Beverley, East Yorkshire, HU17 0LF or to such other address notified to the Buyer from time to time. (iii) The Seller may give notice to the Buyer at either the email or postal address provided when placing an order. Notice will be deemed received and properly served 24 hours after an email is sent or three days after the posting of any letter.
18. Entire Agreement (i) These conditions represent the entire agreement between the parties relating to the sale and purchase of the Goods and supersede all previous agreements, arrangements and understandings between the parties relating to the sale and purchase of the Goods. (ii) Each party acknowledges that in entering into the Contract it places no reliance on any representation, warranty or other statement relating to the subject matter of the Contract, other than as expressly set out in these conditions. (iii) Neither party shall have any liability or remedy in respect of any representation, warranty or other statement being false, inaccurate and/or incomplete unless it was made fraudulently or is contained in these conditions. Nothing in these conditions shall exclude or limit the liability of either party for a fraudulent misrepresentation. (iv) Each party agrees that its only remedy for breach of the Contract shall be for breach of contract.
19. Contracts (Rights of Third Parties) Act 1999 Any entity which is not expressly a party to the contract shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract and the provisions of the Contracts (Rights of Third Parties) Act 1999 shall be expressly excluded from the Contract.
20. Severance If any provision of these terms (or part thereof) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that part shall, to the extent required, be deemed not to form part of these terms and the validity and enforceability of the other provisions shall not be affected.