Legal
Standard Terms and Conditions of Sale
These Terms apply to every Contract between SLG Petrochemical Limited and the Buyer, as defined below.
1. Definitions and interpretation
1.1In these Terms: "Seller" means SLG Petrochemical Limited, a company registered in England and Wales with number 02014584; "Buyer" means the person or company that buys Goods from the Seller; "Goods" means the goods described in the Quotation and Order Acknowledgement; "Quotation" means the Seller's written quotation; "Order" means the Buyer's purchase order; "Order Acknowledgement" means the Seller's written acceptance of an Order; "Contract" means the contract formed under clause 2; "Manufacturer" means the manufacturer or stockist from which the Seller obtains the Goods; "Manufacturer Warranty" means any warranty or guarantee given to the Seller by the Manufacturer in respect of the Goods; "Warranty Period" has the meaning given in clause 10.1; "Force Majeure" has the meaning given in clause 14.1; "Incoterms" means Incoterms® 2020 published by the International Chamber of Commerce; "Business Day" means a day other than a Saturday, Sunday or public holiday in England. "Sanctions Laws", "Export Control Laws", "Anti-Bribery Laws", "Sanctioned Person" and "Restricted Jurisdiction" have the meanings given in clause 12.1.
1.2Headings do not affect interpretation. "Including" means including without limitation. "Writing" includes email.
2. Basis of contract
2.1These Terms apply to every Contract between the Seller and the Buyer to the exclusion of any other terms, including any terms the Buyer seeks to impose in an Order, specification or other document, or which are implied by trade, custom or course of dealing.
2.2A Quotation is an invitation to treat and is valid for the period stated on it, or 30 days if none is stated. An Order is an offer by the Buyer to buy the Goods on these Terms. The Contract is formed only when the Seller issues an Order Acknowledgement.
2.3Any variation, including any special terms agreed for a particular Order, is binding only if agreed in Writing by a director or authorised signatory of the Seller.
2.4The United Nations Convention on Contracts for the International Sale of Goods (Vienna, 1980) does not apply to any Contract or to its formation.
2.5These Terms are attached to, or set out in full in, each Quotation and Order Acknowledgement. An Order Acknowledgement accepts an Order only on these Terms. To the extent an Order contains other terms, the Order Acknowledgement is a counter-offer on these Terms, which the Buyer accepts by signing the Order Acknowledgement, by accepting delivery of any of the Goods, or by paying for them, whichever happens first.
2.6Where the Seller asks, the Buyer shall sign and return the Order Acknowledgement and initial each page of these Terms before the Seller places its own order with the Manufacturer.
3. Goods, specification and substitution
3.1The Goods are supplied to the description and specification stated in the Order Acknowledgement. The Buyer is responsible for the accuracy of any specification, tag number, datasheet or drawing it provides and for confirming that the Goods are suitable for its intended use.
3.2The Seller may supply Goods incorporating changes required by law or made by the Manufacturer, provided they do not materially affect form, fit, function or the agreed specification. Any other substitution, including a substitute for a superseded or obsolete item, requires the Buyer's written approval.
3.3Catalogue descriptions, illustrations and weights are approximate and are not part of the Contract unless expressly stated in the Order Acknowledgement.
4. Documentation and inspection
4.1The Seller will supply the documentation stated in the Order Acknowledgement. Where material certificates to EN 10204 are specified, the type (2.2, 3.1 or 3.2) must be stated in the Order. Inspection documents are issued by the Manufacturer and are passed on by the Seller unaltered, as an original or a copy.
4.2Inspection and test plans, manufacturer's data records, factory acceptance tests, positive material identification, sour-service compliance (NACE MR0175 / ISO 15156) and hazardous-area certification are supplied only where stated in the Order Acknowledgement.
4.3Witnessed inspection, third-party inspection and any type 3.2 certificate are arranged at the Buyer's cost unless included in the price. The Buyer must give the Seller reasonable notice of any inspection it wishes to attend or nominate. Delay caused by the Buyer's inspector extends the delivery date accordingly.
4.4Certificates of origin, chamber attestation, consular legalisation and filings under destination conformity programmes are provided where stated in the Order Acknowledgement. Fees charged by chambers, consulates and conformity bodies are payable by the Buyer unless included in the price.
5. Price and taxes
5.1Prices are as stated in the Order Acknowledgement, in the currency stated, and apply to the delivery term stated. Unless stated otherwise, prices exclude packing beyond the Manufacturer's standard export packing, inspection, insurance and freight beyond the delivery point, and all import duties, taxes and charges in the country of destination.
5.2Value added tax, where chargeable, is payable in addition. All duties, taxes, levies and charges imposed outside the United Kingdom in connection with the import of the Goods are the Buyer's responsibility.
5.3The Seller may adjust the price to reflect any increase in its costs arising from a change requested by the Buyer, a delay caused by the Buyer, or a change in law, duty or tariff after the Order Acknowledgement.
5.4Where a supply is treated as exempt from or zero-rated for VAT, or any equivalent tax in the country of dispatch, on the basis that the Goods will be exported, and the Buyer or its agent arranges the export, the Buyer shall give the Seller official evidence of export within 60 days of delivery. If it does not, or if the Goods are not exported as declared, the Buyer shall pay the Seller on demand an amount equal to the tax the Seller is required to account for, together with any related interest and penalties.
6. Payment
6.1Payment is due by the method stated in the Order Acknowledgement: (a) irrevocable documentary letter of credit, confirmed by a bank acceptable to the Seller where required, subject to UCP 600; (b) documentary collection (cash against documents), subject to URC 522; (c) payment in advance, in whole or in part; or (d) open account, subject to the Seller's credit approval, within the period stated, and otherwise within 30 days of the invoice date.
6.2All bank charges outside the United Kingdom, and any confirmation charges, are for the Buyer's account. Payment is to be made in full in cleared funds to the account stated on the invoice, without set-off, counterclaim, deduction or withholding, except as required by law.
6.3If the Buyer fails to pay any amount when due, the Seller may: (a) charge interest on the overdue amount at 4% a year above the Bank of England base rate from time to time (or at 4% a year while that rate is below zero), accruing daily from the due date until payment in full, whether before or after any award or judgment; (b) recover from the Buyer its reasonable costs of recovering the overdue amount, including legal and collection costs and bank charges; and (c) suspend further deliveries under any Contract until payment is made. Clause 6.3(a) is severable from the rest of this clause and from the Contract.
6.4If any law requires the Buyer to deduct or withhold tax from a payment, the Buyer shall pay such additional amount as ensures that the Seller receives the full sum it would have received had no deduction been made, and shall give the Seller the official receipt for the tax paid within 30 days. The Seller will provide any certificate of tax residence or other document it can reasonably provide to reduce or remove the withholding.
6.5Where a Contract includes services such as inspection, documentation, consolidation or logistics, the Seller may invoice them separately from the Goods.
7. Delivery
7.1Delivery is made in accordance with the Incoterm and named place stated in the Order Acknowledgement. Unless otherwise agreed, delivery is Ex Works (EXW) or Free Carrier (FCA) at the Manufacturer's premises.
7.2Where the Buyer cannot lawfully act as exporter, the Seller will quote FCA and arrange export clearance. Delivered Duty Paid (DDP) terms apply only where expressly agreed in Writing.
7.3Delivery dates and lead times are estimates based on the Manufacturer's information and are not of the essence. The estimated date is extended by any delay caused by the Buyer, its inspector or Force Majeure. The Seller will notify the Buyer in Writing of any change. The Seller is not liable for any loss arising from delay, except that if delivery is delayed by more than 90 days beyond the estimated date as extended, the Buyer may cancel the affected Goods by written notice and receive a refund of any sums paid for them. For Goods made or adapted to the Buyer's specification, this right applies only to the extent the Seller can cancel its corresponding purchase from the Manufacturer without charge.
7.4The Seller may deliver by instalments, each invoiced and paid for separately. If the Buyer fails to take delivery or give adequate shipping instructions, the Seller may store the Goods at the Buyer's risk and cost, and after 30 days may resell them and recover any shortfall.
7.5Where, and only where, the Order Acknowledgement states that liquidated damages apply: (a) if Goods are not delivered by the delivery date stated in it, as extended under these Terms, the Seller shall pay liquidated damages of 0.5% of the price of the Goods actually delayed for each complete week of delay after a grace period of 14 days, or such other rate as the Order Acknowledgement states; (b) total liquidated damages shall not exceed 5% of the price of the Goods actually delayed, or such other cap as the Order Acknowledgement states; (c) liquidated damages are not payable for any delay caused by the Buyer, its inspector or Force Majeure; (d) the parties agree that the rate is a proportionate estimate of the Buyer's likely loss and protects its legitimate interest in timely delivery; and (e) liquidated damages are the Buyer's sole and exclusive remedy for delay, and the Buyer may cancel under clause 7.3 only once the maximum has been reached.
8. Risk and title
8.1Risk in the Goods passes to the Buyer in accordance with the applicable Incoterm.
8.2Title to the Goods passes to the Buyer when the Seller has received payment in full, in cleared funds, of the price of those Goods. Where payment is by letter of credit or documentary collection, title passes when the Seller receives payment against the documents.
8.3Until title passes, the Buyer holds the Goods as the Seller's bailee, shall keep them separately identifiable and insured, and shall not pledge or charge them. If any payment is overdue, the Seller may recover the Goods.
8.4Where the law of the place where the Goods are located requires any registration, notice or other formality for the Seller's rights under this clause to be effective, the Buyer shall co-operate with the Seller to complete it.
8.5Unless payment is secured by a letter of credit, the Seller may retain the transport documents, or have the Goods consigned to its own order or to the order of its bank, until it has received payment.
9. Inspection on receipt and shortages
9.1The Buyer must inspect the Goods on receipt. Shortages, damage visible on reasonable inspection and non-conformity with the description must be notified in Writing within 14 days of receipt at destination, with supporting photographs and documents. Transit damage must also be recorded with the carrier as the carrier requires.
10. Warranty
10.1The Seller warrants that the Goods will, on delivery, conform with the agreed specification and, for the Warranty Period, be free from material defects in materials and workmanship. The Warranty Period is 12 months from delivery, unless the Order Acknowledgement states a different period.
10.2The Seller also passes on to the Buyer, so far as it is able, the benefit of any Manufacturer Warranty, and will handle claims under it on the Buyer's behalf.
10.3The warranty does not apply to defects arising from fair wear and tear, wilful damage, negligence, abnormal operating conditions, improper storage, preservation, installation, operation or maintenance, failure to follow the Manufacturer's instructions, use of consumable or shelf-life items beyond their stated life, alteration or repair without the Seller's consent, or a specification, design or material provided by the Buyer.
10.4If Goods do not comply with clause 10.1 and the Buyer notifies the Seller in Writing within the Warranty Period and promptly after discovery, the Seller will, at its option, repair or replace the defective Goods, or refund the price of them. The Seller will bear the cost of returning and redelivering the Goods on the same delivery term as the original supply, but not the cost of removal, access, reinstallation, recommissioning or any other work at site. If the Seller asks, the Buyer shall return the defective Goods or parts for inspection; if no defect covered by clause 10.1 is found, the Buyer shall pay the Seller's reasonable costs of investigation and transport. This clause states the Buyer's sole and exclusive remedy for defective Goods.
10.5Except as set out in this clause 10, all warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law, including the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 as to correspondence with description, satisfactory quality, fitness for purpose and correspondence with sample. Nothing in these Terms excludes the Seller's obligations as to title under section 12 of that Act.
10.6Goods described in the Order Acknowledgement as surplus, refurbished, reconditioned or supplied without Manufacturer Warranty carry only the warranty, if any, stated in the Order Acknowledgement.
10.7Repaired or replacement Goods are warranted for the remainder of the original Warranty Period, or for any longer period the Manufacturer gives for them.
11. Limitation of liability
11.1Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited by law.
11.2Subject to clause 11.1, the Seller is not liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profit, revenue, production, use or contract, business interruption, or any indirect or consequential loss.
11.3Subject to clause 11.1, the Seller's total liability under or in connection with each Contract, including any liquidated damages, is limited to the price of the Goods under that Contract.
12. Compliance: sanctions, export control and anti-bribery
12.1In this clause: "Sanctions Laws" means the economic and financial sanctions and trade embargo laws of the United Kingdom, the United Nations, the European Union and its member states, and the United States; "Export Control Laws" means the export, re-export and transfer control laws of the same jurisdictions, including the United States Export Administration Regulations so far as they apply to the Goods; "Anti-Bribery Laws" means the UK Bribery Act 2010, the United States Foreign Corrupt Practices Act 1977 and any other anti-bribery or anti-corruption law applicable to a party; "Sanctioned Person" means any person that is designated under, or the target of, Sanctions Laws, or is owned 50% or more, directly or indirectly, individually or in aggregate, or controlled by one or more such persons; and "Restricted Jurisdiction" means the Russian Federation, Belarus, Iran, North Korea, Cuba, the Crimea region, the non-government-controlled areas of the Donetsk, Luhansk, Kherson and Zaporizhzhia regions of Ukraine, and any other country or territory that is the target of comprehensive Sanctions Laws.
12.2Each party shall comply with all Sanctions Laws, Export Control Laws and Anti-Bribery Laws applicable to it. The Seller may decline to take any action that would, in its reasonable opinion, expose the Seller or any of its shareholders, directors, officers or banks to liability, penalties or designation under any Sanctions Laws or Export Control Laws, whether or not those laws bind the Seller directly.
12.3The Buyer warrants that: (a) neither it, its owners and controllers, nor the end user is a Sanctioned Person or located, organised or resident in a Restricted Jurisdiction; (b) the Goods will be used only for the declared civil end use, by the declared end user, at the declared destination, and not for any military purpose or in connection with weapons of mass destruction; (c) it will not sell, export, re-export or transfer the Goods to a Sanctioned Person or a Restricted Jurisdiction, or otherwise in breach of Sanctions Laws or Export Control Laws; and (d) it will notify the Seller in Writing immediately if any of these warranties ceases to be true.
12.4The Buyer shall not sell, export or re-export, directly or indirectly, to the Russian Federation or Belarus, or for use in the Russian Federation or Belarus, any Goods supplied under or in connection with a Contract. The Buyer shall use its best efforts to ensure that the purpose of this clause is not frustrated by any third party further down the commercial chain, including possible resellers, and shall maintain an adequate monitoring mechanism to detect conduct by any such third party that would frustrate it. The Buyer shall inform the Seller immediately of any problem in applying this clause, including any relevant activity by third parties. Any breach of this clause 12.4 is a material breach of the Contract.
12.5The Buyer shall promptly provide any information the Seller reasonably requests to verify compliance with this clause, including end-use and end-user statements signed by the end user where required, ownership information, and evidence that the Goods have arrived at the declared destination.
12.6The Seller's obligations are conditional on any required export licence being granted, and any delay in obtaining a licence extends the delivery date. The Seller may suspend or terminate a Contract, in whole or in part, with immediate effect by written notice and without liability if: (a) performance would, or in the Seller's reasonable opinion might, breach any Sanctions Laws or Export Control Laws or give rise to an exposure described in clause 12.2; (b) a required licence is refused, revoked or suspended, or is not granted within a reasonable time; (c) the Buyer, any person involved in the Contract or the end user becomes a Sanctioned Person, or the destination becomes a Restricted Jurisdiction; (d) the Seller reasonably believes the Buyer is in breach of this clause 12; or (e) any bank involved declines to process a payment, letter of credit or collection under the Contract for compliance reasons. On termination, the Buyer shall pay, so far as it is lawful to do so, for Goods already delivered and for the Seller's costs incurred up to termination that it cannot recover from the Manufacturer, except where the cause is attributable solely to the Seller.
12.7The Buyer shall indemnify the Seller against all losses, fines, penalties, costs and expenses arising from any breach of this clause 12 by the Buyer.
12.8Neither party shall offer, give, request or accept any bribe or other improper payment or advantage, including any facilitation payment, in connection with a Contract. The Buyer warrants that no public official, or employee of a government or state-owned entity, has a financial interest in the Contract that the Buyer has not disclosed to the Seller in Writing.
13. Cancellation and returns
13.1An Order may be cancelled by the Buyer only with the Seller's written consent. The Buyer must pay all costs, charges and losses the Seller incurs as a result, including any cancellation charges levied by the Manufacturer.
13.2Goods made, modified or procured to the Buyer's specification, and non-stock items, cannot be cancelled once ordered from the Manufacturer and cannot be returned. Standard Goods may be returned only with the Seller's prior written consent, unused and in original packaging, and subject to a handling charge.
14. Force majeure
14.1Neither party is liable for delay or failure to perform caused by events beyond its reasonable control ("Force Majeure"), including acts of government, sanctions, export or import restrictions, war, terrorism, civil unrest, epidemic, fire, flood, strikes, port closures, and failure or delay of a Manufacturer or carrier for any such reason. Force Majeure does not excuse an obligation to pay money that is due. If the event continues for more than 90 days, either party may terminate the affected Contract by written notice without liability, save for payment for Goods already delivered.
15. Termination and insolvency
15.1The Seller may suspend or terminate any Contract by written notice if the Buyer fails to pay any amount when due, commits a material breach, or becomes subject to any insolvency or analogous event, or ceases to trade. All unpaid sums then become immediately due.
16. Intellectual property and confidentiality
16.1All intellectual property in the Goods and their documentation remains with the Manufacturer or the Seller. Each party shall keep confidential the other's commercial information received in connection with a Contract, except as required by law or to perform the Contract.
17. General
17.1The Seller may subcontract or assign its rights and obligations. The Buyer may not assign without the Seller's written consent.
17.2Notices must be in Writing and sent to the address or email stated in the Order Acknowledgement.
17.3Each Contract constitutes the entire agreement between the parties about its subject matter. A person who is not a party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term. If any provision is held invalid, the rest remains in force. No failure or delay in exercising a right is a waiver.
17.4The Buyer acknowledges that in entering into a Contract it has not relied on any statement, representation or assurance that is not set out in the Contract. Nothing in this clause limits liability for fraud.
17.5If these Terms are translated, the English version prevails.
18. Governing law and disputes
18.1Each Contract, and any non-contractual obligations arising from it, is governed by the law of England and Wales.
18.2Any dispute arising out of or in connection with a Contract, including any question about its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which are incorporated by reference into this clause. The seat shall be London, England. The tribunal shall consist of one arbitrator. The language shall be English. This arbitration agreement is governed by English law.
18.3Where the amount in dispute is less than USD 250,000 or its equivalent, the arbitration shall be decided on documents only, unless the tribunal decides that a hearing is necessary.
18.4Despite clause 18.2, the Seller alone may bring a claim for any sum due from the Buyer in the courts of England and Wales, the courts of the country where the Buyer has its place of business, or any other court with jurisdiction over the Buyer or its assets. The Seller may exercise this option at any time before it commences arbitration of that claim, or within 30 days of receiving a Request for Arbitration from the Buyer about it. If any part of this clause 18.4 is held invalid or unenforceable, clause 18.2 is unaffected.
18.5Nothing in this clause prevents either party from seeking interim or conservatory relief, including the attachment of assets, from any competent court.