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Blue Water Supplies Terms & Conditions
1 DEFINITIONS
1.1 "Buyer" means the organisation or
person who buys or agrees to buy the Goods from the Seller;
1.2 "Buyer’s Purchase Order" means an order
for Goods by the Buyer and acknowledged by the Seller in accordance with
clause 2.2;
1.3 "Contract" means the contract between
the Seller and the Buyer for the sale and purchase of Goods incorporating
these Terms and Conditions;
1.4 "Delivery Date" means the date
specified by the Seller when the goods are to be delivered;
1.5 "Goods" means the articles that the
Buyer agrees to buy from the Seller;
1.6 "List Price" means the list of prices
of the Goods maintained by the Seller as amended from time to time;
1.7 "Price" means the price for the Goods
excluding VAT (if applicable) or any analogous sales tax, carriage, freight,
postage or insurance costs;
1.8 "Seller" means Blue Water Supplies
Limited of 1 Hautmont Estate, Le Mont Millais, St Helier, Jersey;
1.9 "Terms and Conditions" means the terms
and conditions of sale set out in this document and any special terms and
conditions agreed in writing by the Seller;
1.10 Any reference to a statutory provision
shall be construed as a reference to that provision as amended, re-enacted
or extended at the relevant time.
2
CONDITIONS
2.1 These Terms and Conditions shall apply
to all contracts for the sale of Goods by the Seller to the Buyer to the
exclusion of all other terms and conditions including any terms or
conditions that the buyer may purport to apply under any purchase order,
confirmation of order or similar document.
2.2 All orders for Goods shall be deemed to
be an offer by the Buyer to purchase Goods pursuant to these Terms and
Conditions and shall only be accepted by means of the Seller’s standard
acknowledgement form.
2.3 Acceptance of delivery of the Goods
shall be deemed conclusive evidence of the Buyer’s acceptance of these Terms
and Conditions.
2.4 Any variation to these Terms and
Conditions (including any special terms and conditions agreed between the
parties) shall be inapplicable unless agreed in writing by the Seller.
3
PRICE AND PAYMENT
3.1
The Price shall normally be that in the Seller’s current List Price, or such
other price as the parties may agree in writing although Blue Water Supplies
reserves the right to change prices at any time without notification. The
Price is exclusive of VAT and Jersey GST (3%) or any analogous sales tax, carriage, freight,
postage or insurance costs.
3.2 Payment of the Price and any other
applicable costs shall be due at the time of, or prior to the delivery of
the goods, or such other payment terms as the parties may agree in writing.
3.3 Interest on overdue invoices shall
accrue from the date when payment becomes due from day to day until the date
of payment at a rate of 15.00% per annum above the base rate of NATWEST
(Jersey) from time to time in force.
4
THE GOODS
4.1
The quantity
and description of the Goods shall be as set out in the Buyer’s Purchase
Order.
4.2
The Goods
shall be required only to conform to the specification in the Buyer’s
Purchase Order. Photographs are for illustrative purposes only and may not
exactly match the product itself.
4.3
Catalogues,
brochures, price lists and other advertising matter are only an indication
of the type of goods offered and no prices or other particulars contained in
them shall be binding to the Seller.
5
DELIVERY OF THE GOODS
5.1 Unless otherwise agreed, delivery of
the Goods shall take place at the address specified in the Buyer’s Purchase
Order on the Delivery Date and the Buyer shall be deemed to have accepted
the Goods upon their delivery. The Buyer shall make all arrangements
necessary to take delivery of the Goods whenever they are tendered for
delivery.
5.2 The Delivery Date specified by the
Seller is an estimate only. Time for delivery shall not be of the essence of
the Contract.
5.3 If the Seller is unable to deliver the
Goods for reasons beyond its control, then the Seller shall be entitled to
place the Goods in storage until such times as delivery may be effected and
the Buyer shall be liable for any expense associated with such storage.
5.4 The Buyer shall be entitled to
replacement Goods where the Goods have been damaged during transportation.
The Buyer must notify the Seller of the damage within 24 hours of delivery.
5.5 Risk shall pass on delivery of the
Goods to the Buyer.
5.6 As Jersey is outside the European VAT
zone the buyer is effectively importing the goods from Jersey and agrees to
provide details of VAT numbers where necessary. Large shipments may require
VAT clearance at the port of entry, at this stage payment of the VAT portion
may be payable immediately to ensure customs clearance.
6
TITLE
6.1 The Seller warrants that it has good
title to the Goods.
6.2 Title to the Goods shall not pass to
the Buyer until the Seller has been paid in full for the Goods.
7
GUARANTEE
7.1 Where the Goods have been manufactured
by the Seller and are found to be defective, the Seller shall repair, or in
its sole discretion, replace defective Goods free of charge, subject to the
following conditions:
7.1.1 the Buyer notifying the Seller of the
defect within 5 days of the defect becoming apparent;
7.1.2 such notice being served within 90 days
of delivery;
7.1.3 the defect being due to the faulty
design, materials or workmanship of the Seller.
7.2 Any Goods to be repaired or replaced
shall be returned to the Seller at the Buyer’s expense.
7.3 Where the Goods have been manufactured
and supplied to the Seller by a third party, any warranty granted to the
Seller in respect of the Goods shall be passed on to the Buyer.
7.4 Subject to the Seller’s liability under
Clause 6 and subject to Clause 8, the Seller shall be under no liability
whatever to the Buyer for any loss (including loss of profit), costs,
damages, charges or expenses incurred by the Buyer or for any loss or damage
to or caused by the Goods.
7.5 Subject to this Clause 7 and to Clause 8, all other warranties,
conditions or terms whether made expressly or implied by common law or by
statute relating to use, quality, and/or fitness for purpose are excluded.
8
LIMITATION OF LIABILITY
8.1 Subject to Clauses 8.2 and 8.3, in the event of any breach of these
Terms and Conditions by the Seller the remedies of the Buyer shall be
limited to damages which shall in no circumstances exceed the Price of the
Goods.
8.2 Nothing contained in these Terms and
Conditions shall be construed so as to limit or exclude the liability of the
Seller for death or personal injury as a result of the Seller’s negligence
or that of its employees or agents.
8.3
Nothing
contained in these Terms and Conditions shall be construed so as to limit or
exclude the liability of the Seller for breach of the warranties contained
in Clause 6
FORCE MAJEURE
Neither party shall be liable for any delay or failure to
perform any of its obligations if the delay or failure results from events
or circumstances outside its reasonable control, including but not limited
to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant
or machinery or shortage or unavailability of raw materials from a natural
source of supply, and the party shall be entitled to a reasonable extension
of its obligations.
10
SEVERANCE
If any term or provision of these Terms and Conditions is
held invalid, illegal or unenforceable for any reason by any Court of
competent jurisdiction such provision shall be severed and the remainder of
the provisions hereof shall continue in full force and effect as if these
Terms and Conditions had been agreed with the invalid illegal or
unenforceable provision eliminated.
11
GOVERNING LAW AND JURISDICTION
These Terms and Conditions shall be governed by and construed in accordance
with the Laws of the Island of Jersey.
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