Purple Line Terms of Sale

1

In these terms:

“Applicable Laws” all applicable laws, statutes and regulations from time to time in force in connection with the Contract.

“Business Day” a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

“Buyer” means the party who purchases the Goods as set out in the Order.

“Contract” means the standard terms of sale set out in this document, the terms specified in an Order which is accepted under clause 3 and includes (where applicable) any variation to the Contract agreed in writing between the Buyer and the Seller.

“Goods” means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with the terms of the Contract.

“Group” in relation to a company, that company, any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company (each company in a Group is a member of the Group);

“Incoterms” means the Incoterms 2020 as produced by the International Chamber of Commerce.

“Order” an order for Goods submitted by the Buyer in accordance with clause 3 (which shall include the quantity, specifications etc. of the Goods) or where the Buyer accepts the written quotation for the Goods from the Seller in accordance with clause 3 (as the case may be).

“Seller” Purple Line Limited incorporated and registered in England and Wales with a company number: 04348026 whose registered office is at The Peninsula Business Centre, Wherstead, Ipswich, Suffolk, IP9 2BB.

A reference in the Contract to a provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
The headings in the Contract are for convenience only and shall not affect their interpretation.
Unless the context otherwise requires, words in the singular shall include the plural and vice versa.
A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006 and a company shall be treated, for the purposes only of the membership requirement contained in sections 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of: (a) another person (or its nominee) by way of security or in connection with the taking of security; or (b) its nominee.
A reference to writing or written includes email but not fax.
Any words following the terms including, include or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2 Basis of the sale

The Seller shall supply the Goods, and the Buyer shall purchase such quantities of the Goods as the Buyer may order under clause 3 in accordance with the terms of the Contract. The Contract is formed pursuant to clause 3, the terms of the Contract shall govern the relationship between the Buyer and Seller to the exclusion of any other terms.
The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless conﬁrmed by the Seller in writing. In entering into the Contract, the Buyer acknowledges that it does not rely on any such representations which are not so conﬁrmed, but nothing in the Contract affects the liability of either party for fraudulent misrepresentation.
Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not conﬁrmed in writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so conﬁrmed.
Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.

3 Orders and speciﬁcations

Subject to clause 3.3, the Buyer shall submit an Order to the Seller which the Seller shall be free to accept or decline at its absolute discretion and/or the Seller shall submit a written quotation to the Buyer, where the Buyer accepts such a quotation this shall be deemed the Buyer’s Order for the purchase of Goods.
Subject to clause 3.1, where there is more than one Order, each Order shall be deemed a separate offer by the Buyer to purchase the relevant Goods on the terms of the Contract.
In all circumstances an Order shall not be deemed accepted until the Seller confirms in writing to the Buyer it has accepted the Order, at which point the terms of the Contract shall apply.
The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any Order submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods before the Order is accepted by the Seller to enable the Seller to perform the Contract in accordance with its terms.
If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a speciﬁcation submitted by the Buyer, the Buyer shall indemnify the Seller (and covenant to pay any member of the Seller’s Group) against all loss, damages, costs and expenses awarded against or incurred by the Seller (or any member of the Seller’s Group) in connection with, or paid or agreed to be paid by the Seller (or any member of the Seller’s Group) in settlement of, any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Seller’s use of the Buyer’s speciﬁcation.
The Seller reserves the right to make any changes in the speciﬁcation of the Goods which are required to conform with any Applicable Laws, where the Goods are to be supplied to the Seller’s speciﬁcation.
No Order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller (or any member of the Seller’s Group) 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 the Seller as a result of cancellation.
The quantity, quality and description of the Goods any specification for them shall be set out in the Seller’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the Seller).

4 Price of the goods

The price of the Goods shall be the Seller’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Seller’s published price list current at the date of acceptance of the Order. Where the Goods are supplied for export from the United Kingdom, the Seller’s published export price list shall apply.
The Seller reserves the right, by giving written notice to the Buyer at any time before delivery, to increase the price of the Goods to reﬂect any costs of the Seller which is due to any factor beyond the reasonable control of the Seller (including: any foreign exchange ﬂuctuation, currency regulation, alteration of duties, signiﬁcant increase in the costs of labour, materials or other costs of manufacture), costs incurred for the change in delivery dates, quantities or speciﬁcations for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
Except as otherwise stated in the Seller’s written quotation or in any price list of the Seller, and unless otherwise agreed in writing between the Buyer and the Seller, all prices are given by the Seller on an ex works basis, and where the Seller agrees to deliver the Goods otherwise than at the Seller’s premises, the Buyer shall be liable to pay the Seller’s charges for transport, packaging and insurance.

5 Terms of payment

Subject to any special terms agreed in writing between the Buyer and the Seller, the Seller may invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notiﬁed the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.
The Buyer shall pay the price (in cleared funds) of the Goods (less any discount to which the Buyer is entitled, but without any other deduction) within 30 days of the date of the Seller’s invoice to the bank nominated by the Seller in writing to the Buyer, and the Seller shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
All invoices shall be exclusive of VAT, the Buyer shall invoice the relevant sum of VAT to the Buyer.
The cost of pallets and returnable containers will be charged to the Buyer in addition to the price of the Goods, but full credit will be given to the Buyer provided they are returned undamaged to the Seller before the due payment date.
If the Buyer fails to make any payment on the due date then, without limiting any other right or remedy available to the Seller, the Seller may:
- cancel the Contract or suspend any further deliveries to the Buyer;
- appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think ﬁt (notwithstanding any purported appropriation by the Buyer); and
- charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of four per cent per annum above Barclays Bank base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
All amounts due under the Contract shall be paid in full without any set-off, counter claim, deduction or withholding (other than any deduction or withholding of tax as required by law).

6 Delivery

Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notiﬁed the Buyer that the Goods are ready for collection, or, if some other place for delivery is agreed between the Buyer and Seller, by the Seller delivering the Goods to that place.
Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of the Contract. The Goods may be delivered by the Seller in advance of the quoted delivery date on giving reasonable notice to the Buyer.
Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with the terms of the Contract or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
If the Seller fails to deliver the Goods (or any instalment), for any reason other than a reason beyond the Seller’s reasonable control (whether or not reasonably foreseeable) or the Buyer’s fault, the Seller’s liability shall be limited to any reasonable expenses incurred by the Buyer incurred by such delays. For the avoidance of doubt, the Buyer is required to use its best endeavours to mitigate its losses.
Delays in delivery (or any part of them) of an accepted Order shall not entitle the Buyer to:
- refuse to take delivery of the accepted Order; and/or
- claim damages.
If the Buyer fails to take delivery and/or collection of the Goods or fails to give the Seller adequate delivery instructions at least 48 hours before the date the Goods are to be delivered/collected, then, without limiting any other right or remedy available to the Seller, the Seller may:
- store the Goods until actual delivery/collection and charge the Buyer for the reasonable storage costs incurred (and any associated costs, e.g. insurance etc.);
- delivery and/or collection of the accepted Order shall be deemed to have been completed at 09:00 on the date of collection and/or delivery date; or
- sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.

7 Risk and property

Risk of damage to or loss of the Goods shall pass to the Buyer:
- Where the Goods are delivered at a location as agreed between the parties, at the time of delivery in accordance with clause 6; and/or
- where the Goods are to be collected from the Seller’s premises, the date of collection as specified by the Seller.
Where the Buyer fails to collect or accept delivery of Goods in accordance with clause 6, the risk in the Goods shall pass in accordance with the times specified in clause 6.6.
Notwithstanding delivery and the passing of risk in the Goods, or any other provision of the Contract, the title in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.
Until such time as the title in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s ﬁduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identiﬁed as the Seller’s property, but the Buyer may resell or use the Goods in the ordinary course of its business.
Until such time as the title in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller may at any time require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, enter on any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without limiting any other right or remedy of the Seller) forthwith become due and payable.

8 Warranties

Subject to the following provisions the Seller warrants that the Goods will materially comply with their speciﬁcation (as specified in the accepted Order) for a period of 12 months from the date of their initial use or 12 months from delivery and/or collection, whichever is the ﬁrst to expire.
The above warranty is given by the Seller subject to the following conditions:
- the Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or speciﬁcation supplied by the Buyer;
- the Buyer uses, alters or repairs the Goods in a manner which is not in accordance with the operation for which the Goods have been designed;
- the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Seller’s approval;
- the Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment;
- the above warranty does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the beneﬁt of any such warranty or guarantee as is given by the manufacturer to the Seller.
Save as expressly provided in those Terms, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by the Applicable Laws.
A claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with speciﬁcation shall (whether or not delivery is refused by the Buyer) be notiﬁed to the Seller within seven days from the date of delivery and/or collection or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
Where a valid claim in respect of any of the Goods which is based on a defect in the quality or condition of the Goods or their failure to meet speciﬁcation is notiﬁed to the Seller in accordance with the terms of the Contract, the Seller may replace the Goods (or the part in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), in which case the Seller shall have no further liability to the Buyer.
Force Majeure
A Force Majeure Event means any circumstance not within the Seller’s reasonable control, whether or not reasonably foreseeable, including, without limitation:
- act of God, explosion, ﬂood, tempest, ﬁre or accident;
- war or threat of war, sabotage, insurrection, civil disturbance or requisition;
- acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
- import or export regulations or embargoes;
- strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);
- difﬁculties in obtaining raw materials, labour, fuel, parts or machinery;
- non-performance by suppliers or subcontractors;
- national emergency;
- collapse of buildings, fire, explosion or accident; or
- power failure or breakdown in machinery.
The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract if and to the extent it is prevented, impeded, hindered, conditioned or delayed in or from performing any of its obligations under the Contract by a Force Majeure Event.
If the Force Majeure event prevents, impedes, hinders, conditions or delays the Supplier’s ability to perform its obligations under the Contract for a continuous period of ninety days, the Buyer may terminate the Contract on one month’s written notice.

9 Indemnity

Subject to the limitations set out in clause 10, if a claim is made against the Buyer that the Goods infringe or that their use or resale infringes the patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person, then unless the claim arises from the use of a drawing, design or speciﬁcation supplied by the Buyer, the Seller shall indemnify the Buyer against all loss, damages, costs and expenses awarded against or incurred by the Buyer in connection with the claim, or paid or agreed to be paid by the Buyer in settlement of the claim, provided that:
- the Buyer will notify the Seller immediately of such a claim and will not make any offers to settle the claim against it;
- the Seller is given full control of any proceedings or negotiations in connection with the claim;
- the Buyer shall give the Seller all reasonable assistance for the purposes of any such proceedings or negotiations;
- except pursuant to a ﬁnal award, the Buyer shall not pay or accept the claim, or compromise any such proceedings without the consent of the Seller (which shall not be unreasonably withheld);
- the Buyer shall do nothing which would or might vitiate any policy of insurance or insurance cover which the Buyer may have in relation to such infringement, and this indemnity shall not apply to the extent that the Buyer recovers any sums under any such policy or cover (which the Buyer shall use its best endeavours to do);
- the Seller shall be entitled to the beneﬁt of, and the Buyer shall accordingly account to the Seller for, all damages and costs (if any) awarded in favour of the Buyer which are payable by, or agreed with the consent of the Buyer (which consent shall not be unreasonably withheld) to be paid by, any other party in respect of any such claim; and
- without limiting any duty of the Buyer at common law, the Buyer shall take such steps as the Seller may reasonably require to mitigate or reduce any such loss, damages, costs or expenses for which the Seller is liable to indemnify the Buyer under this clause.

10 Limitation of liability

References to liability in this clause 10 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, dishonesty (of employees, officers and other agents), restitution or otherwise.
Nothing in the Contract shall limit or exclude any liability for:
- Death or personal injury caused by negligence;
- Fraud or fraudulent misrepresentation;
- Breach of the terms implied by section 12 of the Sales of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; and/or
- Any other liability which cannot be limited or excluded by Applicable Law.
Subject to clause 10.2, the Seller’s total aggregate liability under the Contract shall not exceed a sum equal to the purchase price of the Goods.
Subject to clause 10.2, the Seller shall not be liable for:
- loss of profits (including, but limited to), loss of anticipated profits;
- loss of sales or business;
- loss of agreements or contracts;
- loss of or damage to goodwill or reputation; and/or
- any indirect or consequential loss.
This limitation of liability clauses applies to any indemnity provided by the Seller to the Buyer under the Contract.
At all times the Buyer is required to use its best endeavours to mitigate any losses it sustains under the Contract.

11 Termination

This clause 11 applies if:
- the Buyer makes a voluntary arrangement with its creditors or (being an individual);
- ﬁrm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction);
- an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer;
- the Buyer commits a material breach of the Contract;
- the Buyer ceases, or threatens to cease, to carry on business; or
- the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notiﬁes the Buyer accordingly.
If the events in clause 11.1, without limiting any other right or remedy available to the Seller, the Seller may immediately terminate the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, 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 Export terms

Unless the context otherwise requires, any term or expression which is deﬁned in or given a particular meaning by the provisions of the Incoterms shall have the same meaning in the Contract, but if there is any conﬂict between the provisions of the Incoterms and the Contract, the latter shall prevail.
Where the Goods are supplied for export from the United Kingdom, the provisions of this clause 12 shall (subject to any special terms agreed in writing between the Buyer and the Seller) also apply notwithstanding any other provision of the Contract.
The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties on them.
Unless otherwise agreed in writing between the Buyer and the Seller, the Goods shall be delivered FOB Incoterms the air or sea port of shipment and the Seller shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.
The Buyer shall be responsible for arranging for testing and inspection of the Goods at the Seller’s premises before shipment. The Seller shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.
Payment of all amounts due to the Seller shall be made by irrevocable letter of credit opened by the Buyer in favour of the Seller and conﬁrmed by a bank in England acceptable to the Seller or, if the Seller has agreed in writing on or before acceptance of the Buyer’s Order to waive this requirement, by acceptance by the Buyer and delivery to the Seller of a bill of exchange drawn on the Buyer payable 60 days after sight to the accepted Order of the Seller at such branch of Lloyds TSB Bank in England as may be speciﬁed in the bill of exchange.

13 General

A notice required or permitted to be given by either party to the other under the terms of the Contract shall be in writing addressed to that other party at its registered ofﬁce or principal place of business or such other address as may at the relevant time have been notiﬁed pursuant to this provision to the party giving the notice. Notice will be deemed delivered three Business Days after the date of posting. This provision will not apply to legal proceedings.
No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
If any provision of the Contract is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Contract and the remainder of the provision in question shall not be affected and the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
No variation of this agreement shall be effective unless it is in writing and signed by both parties (or their authorised representatives).
The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter. The Buyer acknowledges that in entering into the Contract it does not rely on, and shall have no remedies for, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Nothing in this clause 13.5 shall limit or exclude any liability for fraudulent misrepresentation.
The Contract shall be governed by the laws of England and Wales, and the Buyer agrees to submit to the exclusive jurisdiction of the courts of England and Wales.