Flamingo Salt LLC.
Terms and Conditions of Sale
Flamingo Salt LLC (hereinafter called ‘the Supplier’) sells its Goods and provides its Services in accordance with the following Terms and Conditions which shall apply to every Client transaction and shall constitute the sole terms and conditions of sale. No terms or conditions, other than those stated herein, whether contained in Client’s purchase order or elsewhere, shall be binding on the Supplier unless agreed in writing by the Supplier.
1. Definitions
The following expressions shall have the following meanings within these Terms and Conditions.
1.1 “Client” shall mean the person, firm or company who has requested the Supplier to provide Goods or Services or with whom the Supplier contracts for the provision of Goods or Services.
1.2 “Goods and Services” means the goods and services described in the Order.
1.3 “Supplier” shall mean Flamingo Salt LLC.
1.4 ”Conditions” shall mean the Terms and Conditions of sale set out in this document and any special terms and conditions agreed in writing by the Supplier.
1.5 “Acknowledgement” means a written acknowledgement confirming that the Supplier is able to process the Client’s Order.
1.6 “Confirmation” means a written confirmation in the form of an electronic message acknowledging the Client’s Order.
1.7 “Contract” means a legally binding contract made in accordance with these Terms and Conditions. All Contracts are concluded on CIF or C&F terms which is given the industry standard meaning as per the International Chamber of Commerce Terms 2000 (Incoterms 2000).
1.8 “Order” means an order placed by the Client for purchase of Goods and/or Services.
1.9 “Party” or “Parties” means a party to the Contract.
1.10 “Price” means the price of the Goods and/or Services detailed in the Acknowledgment.
1.11 “Delivery” means when the Goods pass the ship’s rail at the load port.
1.12 “Site” means the Suppliers website: www.flamingosalt.com.
1.13” Working Day” means any day on which London clearing banks are open for business, i.e., any day other than a Saturday, Sunday or UK bank holiday.
2. Quality
2.1 The Supplier’s specification shall define the quality and description of the Goods.
2.2 Occasionally the Supplier may make changes to the specification of the Goods to comply with any applicable safety or statutory requirements but these changes will not affect the quality or fitness for purpose of the Goods.
2.3 The Supplier’s contractual description is intended to identify the goods only and does not provide any explicit or implied warranty as to the nature of goods or their merchantability, fitness or suitability for any particular purpose.
2.4 All illustrations, dimensions, weights and capacities listed on the Site or in any catalogue, price list or other advertisement are intended merely to present a general idea of the goods described and shall not form part of the Contract.
2.5 Any report or Certificate of Quality produced by an independent inspector at the Supplier’s request, in respect of the quality of Goods at the load port shall be final and binding save for fraud or manifest error.
3. Liability
Without prejudice to any provisions of these Conditions to the contrary the Supplier shall have the benefit of all limitations of, and exemptions from, liability and shall not be liable to the Client for:
(i) Any loss of profit, loss of use, loss of production or any other losses whatsoever and whether arising directly or indirectly from the performance or non performance of any Contract, and whether or not the same is due to negligence or any other fault on the part of the Supplier, their servants or agents, or
(ii) any consequential loss or damage for any reason whatsoever, whether or not the same is due to any breach of Contract, negligence or any other fault on the part of the Supplier, their servants or their agents.
3.2 The limitation of the Supplier’s liability as stated here will not be effected in any way by the Client or any third party putting the Supplier on notice at the time of contracting that economic or consequential losses are a possibility in the event of performance or non performance of any Contract.
3.3 Non-parties to any Contract have no right to enforce any provision of any Contract. The Contracts (Rights of Third Parties) Act 1999 is specifically excluded from all Contracts.
3.4 Time will not be of the essence of any Contract and the Supplier will not be responsible for any delays in supplying Goods and Services.
4. Packing and Transportation.
4.1 The routing of shipments will be at the Supplier’s sole option.
4.2 Any additional cost of special carriage as requested by the Client will be charged on the invoice from the Supplier.
5. Quantity
5.1 Quantity shall be determined by the bill of lading weight declared by the Vessel which shall be conclusive and binding as to quantity, save for manifest error or fraud.
6. Title, Risk and Insurance
6.1 Until the full purchase price has been paid, all Goods shall remain the property of the Supplier.
6.2 On Delivery all risk shall pass to the Client.
6.3 If the goods are delivered on a C&F basis, the responsibility for securing cargo insurance, whether against marine or other risks, shall rest wholly with the Client and the Client shall produce evidence of adequate insurance to the Supplier prior to Delivery;
6.4 If the goods are delivered on a CIF basis, the Supplier shall obtain cargo insurance at its own expense such that the Client or any other person having an insurable interest in the cargo shall be entitled to claim directly from the insurance and the Supplier shall provide the Buyer with the insurance policy or other evidence of insurance cover.
7. Price
7.1 The Price to be paid for the Goods and Services will be according to the Supplier’s price at the time of dispatch. The Supplier’s prices are subject to change.
7.2 All prices quoted to the Client prior to Contract are exclusive of Value Added Tax and any other applicable taxes of any country including, but without limitation, import taxes, and are strictly net. The Client is liable for payment of all Value Added Tax and any other applicable taxes.
7.3 Any increase(s) in applicable freight rates or taxes taking effect before the fulfillment of this Contract shall be for Client’s account. All demurrage and/or detention charges or delay at discharge port shall be for Client’s account and payable in accordance with the charterparty laytime / demurrage provisions. Supplier reserves the right to add energy and/or transportation related surcharges for Client’s account.
7.4 The Client shall be liable for any taxes or other exactions levied by local authorities upon the sale, delivery, storage, consumption or transportation of the Goods or Services, and if any such items are paid or required to be paid by the Supplier, the amount shall be added to and become part of the price payable to the Supplier for such Goods or Services.
8. Credit
8.1 No contract shall be concluded until satisfactory credit approval or pro forma payment has been obtained by the Supplier.
8.2 Prior to Delivery, the Supplier shall require payment of the whole Contract price.
9. Payment
9.1 Payment shall be made and be available to the Supplier as immediately available funds in their designated bank account without deduction, set-off and/or currency commission by the due date.
9.2 For any quoted discounts to apply payment must be made in strict accordance with the Conditions stated herein.
9.3 Where applicable overdue invoices shall accrue interest from the date when payment becomes due for each late day until the date of payment at a rate of 4% above Barclays Bank Plc’s base rate and shall accrue at such a rate after as well as before any judgment.
9.4 The Client shall pay the amount invoiced by the Supplier on pro forma invoice on Delivery of the Goods
9.5 The Supplier will take all reasonable care to keep the Client’s Order and payment details secure but will not be held liable for any loss suffered if a third party obtains unauthorised access to any data submitted.
10. Non Performance by Client
10.1 If the Client is, or reasonably appears to be unable to pay its debts the Supplier reserves the right to suspend, delay or cancel the delivery of some or all of the Goods or Services or require advance payment for them and in those circumstances the Supplier shall also retain any other rights it has against the Client.
10.2 In the event that the Client (i) files a voluntary petition in bankruptcy; (ii) makes an assignment for the benefit of creditors; (iii) is adjudicated as bankrupt; (iv) becomes insolvent, the Supplier may terminate this Agreement effective immediately. Termination, pursuant to this clause, while being in itself a remedy for breach, shall not preclude any other legal or equitable remedy which is available to the Supplier.
10.3 In accordance with clause 10.1 of these Conditions, the Supplier shall be entitled to postpone any delivery until full payment has been received.
10.4 The Supplier shall not be held liable nor shall the Supplier accept any charges resulting from any penalties or damages should the Client as a result of actions set out in clauses 10.1 to 10.4 incur penalties or damages through any subsequent third party arrangements or agreements.
10.5 Without prejudice to the foregoing if the Client (1) fails to furnish shipping instructions within the time specified, (2) fails to order any shipment hereunder within the time specified, (3) refuses to accept any shipment properly tendered (4) fails to tender any payment when due, or (5) fails to perform in any other respect according to its obligations set out in the terms herein (each of which shall be a material breach of contract), Supplier may at their sole discretion treat such default as (a) a total breach of the entire Contract, and/or (b) partial breach of Contract, e.g., a breach only as to the individual shipment.
11. Inability to Supply
11.1 In the event that the Supplier is unable, for any reason, to supply the goods from its own supplier, the Supplier may, but is not required to, supply the Goods from another supplier, to the extent that that is possible, subject to Client’s payment of all increased freight and/or additional costs. If the Supplier cannot supply the Goods then any Contract with the Client shall be terminated upon the Supplier giving notice and the Supplier will not incur any liability.
11.2 The Supplier reserves the right to cancel any order subsequent to its Acknowledgement upon giving the Client reasonable notice and the Supplier shall not then be liable for any loss thereby caused should the Supplier not be able to perform the services ordered for reasons beyond its control (including failure by the Client to supply delivery or other instructions) or on account of industrial disputes, acts of God, explosion, flood, tempest, fire, accident, war or threat of war, terrorism, sabotage, insurrection, civil disturbance, requisition, piracy, acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind 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 Supplier or of a third party), difficulties in obtaining raw materials, labour, fuel or machinery parts, power failure in machinery or, in the case of stock items, on account of stock being exhausted or any cause whatsoever beyond the control of the Supplier.
11.3 If any of the circumstances detailed in clause 11.2 should arise, the Supplier shall have the right to cancel or suspend the Contract and /or defer delivery without incurring any liability of any nature to the Client. If such an event detailed in clause 11.1 exceeds a period of three (3) months from the Client placing the Order, the Supplier shall notify the Client. The Client shall then be entitled to cancel the Order without any liability to the Supplier and the Supplier shall refund to the Client any part of the Price paid in relation to such cancellation or suspension.
12. Fitness for Purpose
12.1 Fitness for Purpose is not guaranteed by the Supplier, and all warranties express or implied are hereby excluded. The Client must satisfy itself that the Goods supplied are fit for their purpose.
13. Third Party
13.1 The Supplier shall not be responsible for nor shall it accept any penalties, costs or damages as a result of any undertakings from any third party.
13.2 The Supplier shall not accept nor shall it be required to accept any undertakings or conditions offered to the Client by or from any third party.
13.3 The rights and obligations under this Contract are not assignable by the Client unless in writing and signed by Supplier.
14. Set Off
14.1 There shall be no entitlement to the Client to offset any amounts due to the Supplier for any one contract against any other contract made between the Client and the Supplier.
15. Headings
15.1 The headings in these Terms and Conditions are for guidance only and shall not be used in any way in the interpretation of their meanings.
16. Variation of Conditions
16.1 The Supplier reserves the right to change or amend these Conditions without prior notice to the Client. The supply of Goods and/or Services to the Client will be governed by the terms and conditions which were current when the Order was placed.
17. No waiver
17.1 No waiver by the Supplier of any breach of the Contract or these Conditions by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision.
18. No partnership or Joint Venture
18.1 Nothing in the contract or these Conditions shall constitute or be construed as constituting a partnership or joint venture between the Supplier and the Client, neither party is authorised to enter into contractual relationships or incur obligations on behalf of the other party.
19. Severability
19.1 If any provision of these Conditions or the Contract is found by any competent authority or a court of law to be invalid or unenforceable for any reason, the remainder of these Terms and Conditions and the Contract shall continue in full force and effect.
20. Telephone Calls and Privacy
20.1 Telephone calls to the Supplier may be recorded for the Client’s protection and for use by the Supplier for internal training.
20.2 The Supplier will retain Client information for the purpose of updating in case of product changes or giving relevant information to Clients. The Supplier will not sell, rent, or give personal information to anyone unless legally required to do so.
21. Proper Law and Notices
21.1 These Conditions and any Contract of which they form part shall be governed and construed in accordance with the law of England and Wales:
(a) Any dispute arising under any Contract shall be decided by the English Courts;
(b) Without prejudice to the foregoing, either party may, by giving written notice of election to the other party, elect to have any dispute referred to arbitration in London in accordance with the provisions of the Arbitration Act 1996 or statutory modification / re-enactment.
(c) Arbitration is to be conducted in accordance with the rules of the London Maritime Association (LMAA). Unless the Supplier and Client agree forthwith on a single arbitrator, one arbitrator is to be appointed by each of the parties and a third by the two so chosen. Their decision or that of any two of them shall be final, and for the purpose of enforcing any award, this agreement may be made a rule of the Court. The arbitrators shall be commercial men, conversant with shipping / trading matters.
(d) For disputes where the total amount claimed by either party does not exceed US$75,000 the arbitration shall be conducted in accordance with the Small Claims Procedure of the LMAA.
(e) A party shall lose its right to make an election to arbitration over English court proceedings only if it fails to give notice of election to have the dispute referred to Arbitration not later than 30 days from the date of receipt of notice of a dispute from the other side.
21.2 In the event of dispute, the Client and Supplier will each nominate an agent to receive service within the English jurisdiction within thirty (30) days of being called upon to do so by the claimant party.
22. Errors-Omissions
22.1 Any typographical, clerical or other error or omission on the Site or in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information used by the Supplier shall be subject to correction without liability on the Suppliers part and the Supplier shall be entitled to reimbursement in consequence thereof.
