Terms and Conditions | Poseidon Dry Ice

All contracts are subject to our standard Terms and Conditions of Sale outlines below:

Interpretation
1. In These Conditions:
  
  Buyer
  
  means the person whos order for the goods is accepted by Poseidon Dry Ice Solutions Limited.
  
  Goods
  
  means the goods (including any installment of the goods or any parts for them) which PDIS is to supply in accordance with these conditions.
  
  PDIS
  
  means Poseidon Dry Ice Solutions Limited (a company registered in England and Wales under number 10103209 and having its registered office at 20-22 Wenlock Road, London, England, N1 7GU.
  
  Conditions
  
  means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes an special terms and conditions agreed in writing between the buyer and PDIS.
  
  Contract
  
  means the contract for the sale of the goods referred to in the order.
  
  Order
  
  means any order for the Goods from time to time that is received from the Buyer and is accpeted by PDIS.
  
  Price
  
  means the price for the goods.
2. Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
3. The headings in these conditions are for convenience only and shall not affect their interpretation.
Basis of the sale
1. These conditions apply to all sales of good by PDIS to the Buyer and shall apply in place of and prevail over any terms or conditions contained or referred to in the order or in correspendence or elsewhere or implied by trade custom, practice or course of dealing and any purported provisions to the contrary are hereby excluded.
2. No variation of these Conditions shall be binding upon PDIS unless made in writing and signed by a Director of PDIS.
3. These Conditions and the Order comprise the entire agreement between the parties and no other document or statements, written or verbal, whether made before or after the date of the Order, shall form any part of the contract or impose any liability on PDIS.
4. Any advice or recommendation given by PDIS 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 PDIS is followed or acted upon entirely at the Buyer’s own risk, and accordingly PDIS shall not be liable for any such advice or recommendation which is not so confirmed.
5. Nothing in these Conditions shall be deemed to restrict or exclude PDIS's liability for death or personal injury caused by PDIS's negligence.
Orders and specifications
1. The quantity, quality and description of and any specification for the Goods shall be those set out in the Order.
2. If the Goods are to be manufactured or any process is to be applied to the Goods by PDIS in accordance with a specification submitted by the Buyer, the Buyer shall indemnify and keep PDIS indemnified in full against all loss, damages, costs and expenses awarded against or incurred by PDIS in connection with or paid or agreed to be paid by PDIS 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 PDIS's use of the Buyer’s specification.
3. Save where a method of manufacture or specification has previously been agreed between the Buyer and PDIS, PDIS reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory or EC requirements or, where the Goods are to be supplied to PDIS’s specification, which do not materially affect their quality or performance.
4. No Order which has been accepted by PDIS may be cancelled by the Buyer except with the agreement in writing of PDIS and provided that the Buyer shall indemnify PDIS and keep PDIS indemnified 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 PDIS as a result of cancellation.
Price of the goods
1. The Price for the Goods shall be PDIS’s quoted price. All Prices quoted are valid for the period stated on the quotation or until earlier acceptance by the Buyer, after which time they may be altered by PDIS without giving notice to the Buyer.
2. PDIS reserves the right, by giving notice to the Buyer at any time before delivery, to increase the Price of the Goods to reflect any increase in the cost to PDIS as a result of any 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 PDIS adequate information or instructions.
3. Except as otherwise stated under the terms of any quotation or in any price list of PDIS, and unless otherwise agreed in writing between the Buyer and PDIS, all Prices given by PDIS do not include delivery within the United Kingdom, and where PDIS agrees to deliver the Goods otherwise than at PDIS’s premises, the Buyer shall be liable to pay PDIS’s charges for transport, packaging and insurance.
4. The Price is exclusive of any applicable value added tax or other sales tax, which the Buyer shall be additionally liable to pay to PDIS.
Terms of payment
1. Subject to any special terms agreed in writing between the Buyer and PDIS, PDIS shall be entitled to 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 wrongfully fails to take delivery of the Goods, in which event PDIS shall be entitled to invoice the Buyer for the Price at any time after PDIS has notified the Buyer that the Goods are ready for collection or (as the case may be) PDIS has tendered delivery of the Goods.
2. The Buyer shall pay the Price of the Goods at the end of the month following the month in which the Goods and invoice are delivered or make available for collection or (as the case may be) PDIS has tendered delivery of the Goods, and PDIS 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.
3. If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to PDIS, PDIS shall be entitled to:-
  1. cancel the Contract or suspend any further deliveries to the Buyer;
  2. charge the Buyer interest (both before and after any judgment or decree) on the amount unpaid, at the rate of 4 per cent per annum above Barclays Bank PLC 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).
Delivery
1. The Buyer shall specify in its Order whether the Goods are to be collected by the Buyer from PDIS’s premises or delivered to a delivery address. If the Goods are to be collected from PDIS’s premises, delivery shall be “ex-works” (as defined in Incoterms 2000) and shall take place as soon as the Goods are made available for collection by the Buyer or its agent or other representative at PDIS’s premises. If the Goods are to be delivered to a delivery address then delivery shall be “c.i.p.” (as defined in Incoterms 2000) and shall take place when the Goods are delivered to PDIS’s nominated carrier.
2. Any dates quoted for delivery of the Goods are approximate only and PDIS 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 unless previously agreed by PDIS in writing.
3. Where the Goods are to be delivered in instalments, each delivery shall constitute a separate Contract and failure by PDIS to deliver any one or more of the instalments in accordance with these Conditions 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.
4. If PDIS fails to deliver the Goods (or any instalment) for any reason other than any cause beyond PDIS’s reasonable control or the Buyer’s fault, and PDIS is accordingly held liable to the Buyer, PDIS’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the Price of the Goods.
5. If the Buyer fails to take delivery of the Goods or fails to give PDIS adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of PDIS’s fault) then, without prejudice to any other right or remedy available to PDIS, PDIS may:-
  1. store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
  2. 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.
Risk and property
1. Risk of damage to or loss of the Goods shall pass to the Buyer:-
  1. if the Goods are to be delivered “c.i.p.” (as defined in Incoterms 2000) to the delivery address, when the Goods are delivered to the carrier; or
  2. if the Goods are to be delivered “ex-works” (as defined in Incoterms 2000), when the Goods are made available by PDIS for collection by the Buyer or its agent or other representative at PDIS’s premises.
2. Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, title to and property in the Goods shall not pass to the Buyer until PDIS has received in cash or cleared funds payment in full of the Price of the Goods to the Buyer for which payment is then due.
3. Until such time as title to and property in the Goods passes to the Buyer, the Buyer shall hold the Goods as PDIS’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 PDIS’s property, but shall be entitled to resell or use the Goods in the ordinary course of its business.
4. ntil such time as title to and property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), PDIS shall be entitled at any time to require the Buyer to deliver up the Goods to PDIS and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
5. 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 PDIS, but if the Buyer does so all moneys owing by the Buyer to PDIS shall (without prejudice to any other right or remedy of PDIS) forthwith become due and payable.
Warranties and Liabilities
1. Subject to the conditions set out below PDIS warrants that the Goods will:-
  1. be of satisfactory quality within the meaning of the Sale of Goods Act 1979;
  2. reasonably correspond with their specification at the time of delivery; and
  3. be free from defects in material and workmanship for a period of six months from the date of delivery.
2. The warranty in Condition 8.1 is given by PDIS subject to the following conditions:-
  1. PDIS 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 PDIS’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without PDIS’s approval;
  2. PDIS shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total Price for the Goods referred to in the Order has not been paid by the due date for payment;
  3. Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
3. Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Buyer are not affected by these Conditions.
4. 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 (whether or not delivery is refused by the Buyer) be notified to PDIS within 7 days from the date of delivery 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 PDIS accordingly, the Buyer shall not be entitled to reject the Goods and PDIS 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.
5. Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to PDIS in accordance with these Conditions, PDIS shall be entitled to replace the Goods (or the part in question) free of charge or, at PDIS’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but PDIS shall have no further liability to the Buyer.
6. Except in respect of death or personal injury caused by PDIS’s negligence, PDIS shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of PDIS, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, and the entire liability of PDIS under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Conditions.
7. PDIS shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of PDIS’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond PDIS’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond PDIS’s reasonable control:-
  1. Act of God, explosion, flood, tempest, fire or accident;
  2. war or threat of war, sabotage, terrorism, insurrection, civil disturbance or requisition;
  3. acts, restrictions, regulations, bye laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
  4. import or export regulations or embargoes;
  5. strikes, lock outs or other industrial actions or trade disputes (whether involving employees of PDIS or of a third party);
  6. difficulties in obtaining raw materials, labour, fuel, parts or machinery;
  7. power failure or breakdown in machinery
Insolvency of buyer
1. This Condition applies if:
  1. the Buyer makes any voluntary arrangement with its creditors or (being an individual or 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); or
  2. an encumbrancer takes possession, or a receiver or administrative receiver is appointed, of any of the property or assets of the Buyer; or
  3. the Buyer ceases, or threatens to cease, to carry on business; or
  4. PDIS reasonably understands that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
2. In circumstances where Condition 9.1 applies then, without prejudice to any other right or remedy available to PDIS, PDIS shall be entitled to cancel 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.
General
1. Any notice required or permitted to be given by either party to the other under these Conditions 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.
2. No waiver by PDIS 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.
3. If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
4. These Conditions and the Contract shall be governed by the laws of England and Wales, and the Buyer agrees to submit to the non exclusive jurisdiction of the English courts.

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