Puratos Sales Terms

These sales terms apply to customers trading with Puratos UK.
Registered in England No. 949175 – Registered Office Buckingham Industrial Park, Buckingham MK18 1XT


1. DEFINITIONS: In these conditions, unless the context requires otherwise:

1.1 ‘Business Day’ a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business;

1.2 ‘Business Hours’ the period from 9.00 am to 5.00 pm on any Business Day;

1.3 ‘Buyer’ means the person who buys or agrees to buy the Goods from the Seller;

1.4 ‘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;

1.5 ‘Contract’ the contract between the Seller and the Buyer for the sale and purchase of the Goods in accordance with these Conditions and the Technical Data Sheet;

1.6 ‘Delivery Date’ means the date specified by the Seller when the Goods are to be delivered;

1.7 ‘Delivery Location’ the Buyer’s address as set out in the Contract;

1.8 ‘Goods’ means the goods which the Buyer agrees to buy from the Seller as set out in the Order;

1.9 ‘Incoterms’ the Incoterms 2020 and any revision of the same;

1.10 ‘Order’ the Buyer's order for the Goods, as set out in the Technical Data Sheet;

1.11‘Price’ means the price for the Goods determined in accordance with clause 4 of these Conditions;

1.12 ‘Seller’ means the person whose name and address appears at the foot of the headed paper overleaf;

1.13 ‘Technical Data Sheet’ the Sellers’ technical data sheet including all information and notices contained within it;

1.14 ‘VAT’ shall mean value added tax or such other similar sales tax applicable from time to time.



2.1 These 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 which the Buyer may purport to apply under any purchase order, confirmation of order or similar document.

2.2 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller’s authorised representative.



3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in writing by the Seller.

3.2 Quotations do not constitute an offer. The Seller reserves the right to withdraw or amend any quotation prior to any written acceptance by the Seller of the Buyer’s order pursuant to any such quotation. The time period for acceptance of the quotation will be specified in the quotation.

3.3 If the Seller’s acceptance makes any variation in the Buyer’s order, such variation shall be deemed to have been accepted by the Buyer, unless the Seller is informed within 2 days from the date of the Seller’s acceptance.

3.4 No Order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs, damages, charges and expenses incurred by the Seller as a result of the cancellation.

3.5 The Seller may cancel any Order at any time before the Goods are delivered by giving written notice. On giving such notice the Seller shall promptly repay to the Buyer any sums paid in respect of the Price. The Seller shall not be liable for any loss or damage whatever arising from such cancellation.



4.1 The price of the Goods shall be the price listed in the Seller’s stated price 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.

4.2 All prices are exclusive of VAT and VAT may be added at the point of sale if applicable and the Buyer shall be liable to pay any such VAT to the Seller at the prevailing rate, subject to the receipt of a valid VAT invoice.

4.3 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect:

4.3.1 Any increase in the cost to the Seller which is due to any factor beyond the reasonable control of the Seller (such as, without limitation, significant increase in the cost of labour, materials, overheads, energy costs or other costs of manufacture, any foreign exchange fluctuation, currency regulation, government charges, freight or transportation costs, insurance premiums, increases in taxes and duties etc.); or

4.3.2 Any change in delivery dates or quantities for the Goods, which is requested by the Buyer; or

4.3.3 Any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.

4.4 Unless otherwise agreed in writing, all Prices comprise transport and insurance costs for sales within the United Kingdom. Prices are Incoterms Ex-Works Seller’s site as specified in the Seller’s quotation.




5.1 The Buyer shall pay the Price (including any VAT, if applicable) in full and in cleared funds to a bank account nominated in writing by the Seller within 30 days from the date of the Seller’s invoice in respect of the Goods and time for payment of the Price shall be of the essence of these Conditions. Failure to make payment on the due date, shall entitle the Seller to (i) cancel the order or, if applicable, the balance of any order; and (ii) to suspend any further deliveries to the Buyer; and (iii) to charge the Buyer interest on the amount unpaid, at the rate of 8% per annum above the Bank of England base rate; and (iv) to call for the immediate payment of all other monies owing by the Buyer to the Seller whether or not it has become due.

5.2 The Buyer shall indemnify the Seller in respect of all costs and expenses (including legal costs) incurred by the Seller in the collection of any unpaid sum owing to the Seller pursuant to these Conditions.

5.3 All amounts due under these Conditions shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).



6.1 Any Delivery 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 howsoever caused.

6.2Delivery of the Goods within the United Kingdom shall be made to the Buyer’s address (Delivery Location). The Buyer shall make all arrangements to take delivery of the Goods whenever they are tendered for delivery.

6.3 Delivery is completed on the completion of unloading of the Goods at the Delivery Location.

6.4 Where the Goods are to be delivered outside of the United Kingdom then delivery shall take place at the time of the Buyer (or the Buyer’s carrier, employees or agents) loading the Goods from the Seller’s premises or such other place as the Seller notifies to the Buyer as being the place within the United Kingdom at which the Goods are available for collection.

6.5 The Seller shall not be liable for any loss or damage of whatever nature, which may be suffered by the Buyer as a direct or indirect result of the supply of the Goods being prevented, hindered or delayed by reason of any cause whatsoever outside the Seller’s reasonable control.

6.6 The Seller shall replace within a reasonable period any Goods which are damaged or lost during transit for deliveries within the United Kingdom providing written claims are brought within [three (3)] days of the Delivery Date and the Seller is allowed to inspect any damaged Goods.

6.7 The Seller may deliver the Goods by separate instalments. The Seller may raise a separate invoice and require payment for each instalment.

6.8 The failure or refusal of the Seller to deliver or the failure or refusal of the Buyer to take delivery or (where applicable) to collect or to pay for any one or more of the said instalments on the due dates shall not be deemed to constitute or to manifest an intention to abandon the contract in any respect and shall not entitle the Buyer to treat the contract as repudiated.

6.9 If the Buyer fails to take or accept delivery of the Goods within three Business Days of the Seller notifying the Buyer that the Goods are ready, then, except where such failure or delay is caused by a matter beyond the reasonable control or the Seller’s failure to comply with its obligations under the Contract in respect of the Goods:

6.9.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Seller notified the Buyer that the Goods were ready; and

6.9.2 the Seller shall store the Goods until actual delivery takes place, and charge the Buyer for all related costs and expenses (including insurance).

6.10 The Seller may refuse to deliver any Goods where the Buyer has any unpaid invoices outstanding to the Seller or for such other reason which results in the Buyer being placed on stop by the Seller.



7.1 The Goods shall be at the Buyer’s risk as from delivery to or (where clause 6.4 applies) collection by or on behalf of the Buyer.

7.2 In spite of delivery having been made title in the Goods shall not pass from the Seller until:

7.2.1 The Buyer shall have settled in full the invoice raised by the Seller in respect of the Goods; and

7.2.2 No other sums whatever shall be due from the Buyer to the Seller.

7.3 Until title in the Goods passes to the Buyer in accordance with clause 7.2 the Buyer shall hold the Goods and each of them on a fiduciary basis as bailee for the Seller. The Buyer shall store the Goods (at no cost to the Seller) separately from all other goods in its possession, marked in such a way that they are clearly identified as the Seller’s property and in the packaging in which they are supplied, and stored in a clean, dry, cool place and adequately protected from the weather.

7.4 Notwithstanding that the Goods (or any of them) remain the property of the Seller the Buyer may sell or use the Goods in the ordinary course of the Buyer’s business at full market value for the account of the Seller. Any such sale or dealing shall be a sale or use of the Seller’s property by the Buyer on the Buyer’s own behalf and the Buyer shall deal as principal when making such sales or dealings. Until title in the Goods passes from the Seller the entire proceeds of sale or otherwise of the Goods shall be held in trust for the Seller and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the Seller’s money.

7.5 The Seller shall be entitled to recover the Price (plus VAT) notwithstanding that title in any of the Goods has not passed from the Seller.

7.6 Until such time as title in the Goods passes from the Seller the Buyer shall upon request deliver up such of the Goods as have not ceased to be in existence or resold to the Seller. If the Buyer fails to do so the Seller may enter upon any premises owned occupied or controlled by the Buyer where the Goods are situated and repossess the Goods. On the making of such request the rights of the Buyer under clause 7.4 shall cease.

7.7 The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of the Seller. Without prejudice to the other rights of the Seller, if the Buyer does so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.

7.8 The Buyer shall insure and keep insured the Goods to the full Price against ‘all risks’ to the reasonable satisfaction of the Seller until the date that title in the Goods passes from the Seller, and shall whenever requested by the Seller produce a copy of the policy of insurance. Without prejudice to the other rights of the Seller, if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.



8.1 The Seller warrants that the Goods will correspond with their Technical Data Sheet at the time of delivery (as stipulated pursuant to these Conditions) and will be free from defects at the time of delivery.

8.2 Subject as expressly provided in these conditions, all warranties, conditions or other terms implied by statue or common law are excluded to the fullest extent permitted by law.

8.3 Any 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 be notified to the Seller within 48 hours from the date of delivery (as stipulated pursuant to these Conditions) where such notification relates to the quality or condition of the Goods or within 7 days from the date of delivery (as stipulated pursuant to these Conditions) in respect of other notifications.

8.4 It is a condition precedent to any liability on the part of the Seller that all products shall be kept by the Buyer in a clean, dry, cool place and adequately protected from the weather.

8.5 The Seller accepts no liability for:

8.5.1 Damage to Goods occurring in transit, except where the transport is organised by the Seller as a carrier and unless the Goods have been signed for on examination and written notice of claim has been given to the Seller otherwise than upon a consignment note or delivery document within three days of delivery;

8.5.2 For discrepancies on delivery unless the carrier receives written notification otherwise than upon a consignment note or delivery document within three days of delivery; or

8.5.3 Notices or labels applied by the Buyer to their products.

8.6 Where any valid claim in respect of the Goods is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace the Goods free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods, but the Seller shall have no further liability to the Buyer.

8.7 To the extent permitted by applicable law, the Seller shall thus not be liable to the Buyer for any kind of punitive, special, indirect or consequential loss or damage, costs, expenses or other claims for consequential compensation whatsoever or as a result of the supply of Goods to the Buyer and loss of profit, loss of revenue, loss of business opportunities, damages or harm to reputation, goodwill or interests, except in respect of death or personal injury caused by the Seller’s negligence, breach of the terms implied by section 12 of the Sale of Goods Act 1979 or defective products under the Consumer Protection Act 1987.



9.1 The Seller shall be entitled to cancel the contract or suspend any further deliveries under the contract without any liability to the Buyer, if:

9.1.1 The Buyer makes any voluntary arrangement with its creditors; or becomes subject to an administration order; or becomes bankrupt or goes into liquidation; or

9.1.2 An encumbrance takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or

9.1.3 The Buyer ceases or threatens to cease to carry on business; or

9.1.4 The Seller reasonably apprehends that any of these events is about to occur in any event the Seller reserves its rights to exercise the terms of the contract under clause 7 (Risk and Property) above; or

9.1.5 there is a change of control of the Buyer (within the meaning of section 1124 of the Corporation Tax Act 2010).



10.1 Either party shall be excused if it is prevented from the performance of its obligations under this Agreement due to an event of Force Majeure. If such event of Force Majeure exceeds 6 months, either Party shall have the option to immediately terminate this Agreement without any obligation to pay damages or compensation. Force Majeure is an event, circumstance or cause beyond a party's reasonable control (‘Force Majeure Event’).

10.2 Each party shall give notice forthwith to the other upon becoming aware of a Force Majeure Event, the notice to specify details of the circumstances giving rise to the Force Majeure Event.





11.1 Any notice under or in connection with these Conditions shall be in writing and shall be served by first class post or by hand on the party or sent by recorded delivery or e-mail at or to the address of the party as set out on the Seller’s quotation and the Buyer’s order or to such other address as may be subsequently notified by one party to the other.

11.2 In the absence of evidence of earlier receipt any notice shall be deemed to be duly served:

11.2.1 If delivered personally when left at the address in clause 11.1;

11.2.2 If sent by recorded delivery 3 days after posting; and

11.2.3 If sent by e-mail, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.



Both parties will comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010.



Each party shall comply with all the obligations imposed on them under the data protection legislation, including but not limited to the Data Protection Act 2018.



14.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by Clause 14.2.

14.2 Each party may disclose the other party's confidential information:

14.2.1 to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this Clause 14.2; and

14.2.3 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

14.3 Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.



15.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

15.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.



No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).



The contract shall be governed by the laws of England and Wales and the Buyer consents to the exclusive jurisdiction of the courts of England and Wales in all matters regarding the contract.