Terms & Conditions
1.1 In these Conditions:
'Seller' means POPuddies, Registration number 2901789-3.
'Buyer' means the person whose order for the purchase of the Goods is accepted by The Seller;
means the goods (including any instalment of the goods or any parts for
them) which the Seller is to supply in accordance with these
'Goods for Export' means Goods purchased by the Buyer for export from Finalnd;
means the standard terms and conditions of sale set out in this
document and (unless the context otherwise requires) includes any
special terms and conditions agreed in writing between the Buyer and the
'Contract' means the contract for the purchase and sale of the Goods;
'Racking' means the racks supplied by the Seller for use by the Buyer for the display and storage of the Goods;
means the international rules for the interpretation of trade terms of
the International Chamber of Commerce as in force at the date when the
Contract is made.
1.2 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.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
1.4 Any reference to writing in these Conditions includes facsimile transmission and electronic mail.
2. Basis of the sale
The Seller shall sell and the Buyer shall buy the Goods in accordance
with any written quotation of the Seller which is accepted by the Buyer,
or any written order of the Buyer which is accepted by the Seller,
subject (in either case) to these Conditions.
2.2 Unless the
Seller and the Buyer agree otherwise, these Conditions shall govern the
Contract to the exclusion of any other terms and conditions.
The Seller reserves the right to vary these Conditions but no such
variation shall be binding unless authorised in writing by the Seller's
2.4 In entering into the Contract the
Buyer acknowledges that it does not rely on any representations
concerning the Goods made by the Seller's employees or agents, which are
not confirmed in writing by the Seller. The Buyer follows or acts upon
any advice or recommendation given by the Seller or its employees or
agents which is not confirmed by the Seller in writing entirely at its
own risk and the Seller shall not be liable for any advice or
recommendation not so confirmed.
2.5 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
No order submitted by the Buyer shall be deemed to be accepted by the
Seller unless and until confirmed in writing by the Seller's authorised
3.2 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 any terms that the Seller shall reasonably
stipulate as a condition of its consent] or [subject to the Buyer
paying the Seller a sum of money equal to the Seller's losses resulting
from the cancellation].
3.3 The Seller shall supply the Goods to
the Buyer on a firm sale basis only and not on sale or return terms,
unless prior arrangement has been made.
3.4 The Seller shall have
absolute discretion as to which Goods are stocked at the Buyer's
premises but shall use all reasonable endeavours to ensure that the
Goods supplied shall include any goods produced by other suppliers,
which the Buyer specifically requests as well as its own products.
Unless the Seller agrees otherwise, the minimum value (contract price)
of any order submitted by the Buyer that the Seller shall supply shall
be 100,00 EUR exclusive of VAT. The Seller reserves the right to combine
any order under this value with any later order from the Buyer subject
to the combined value of the orders exceeding 100,00 EUR exclusive of
4. Price of the goods
4.1 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. In
the case of Goods for Export, the Seller's published export price list
shall apply. All prices quoted are valid for 30 days only or until
earlier acceptance by the Buyer, after which time the Seller may alter
them without giving notice to the Buyer.
4.2 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 any increase in the cost to
the Seller which is due to any factor beyond the Seller's control.
4.3 The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Seller.
Except as otherwise stated [under the terms of any 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 the Buyer shall be liable to pay the Seller's
charges for delivery.
4.5 The Seller reserves the right to increase the charge for delivery on giving the Buyer prior notice in writing.
The Seller reserves the right to increase the price of Goods for Export
where the Buyer requests any variation in the specification of the
5. Terms of payment
5.1 All Goods shall be paid
for in full in advance by the Buyer (including value added tax, payment
charges and delivery charges) and the Seller shall be under no
liability to supply or deliver the Goods until full payment has been
5.2 Where applicable the Buyer has an account with the
Seller, the Buyer shall pay the price of the Goods (less any discount
to which the Buyer is entitled, but without any other deduction) within
30 days from the date of the Seller's invoice, 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
5.3 For goods sold on an FOB basis, payment terms are
30% deposit with order and 70% balance against copy documents (final
documents will be issued once full payment has been received)
If the Buyer fails to make any payment on the due date then, without
prejudice to any other right or remedy available to the Seller, the
Seller shall be entitled to: -
5.5.1 cancel the Contract or suspend any further deliveries to the Buyer;
appropriate any payment made by the Buyer to such to 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
5.5.3 exercise its statutory
right to claim interest and compensation for debt recovery costs under
the late payment legislation (Late Payment of Commercial Debts
(Interest) Act 1998) which would allow the seller to claim statutory
interest equivalent to the base rate applicable at the time the debt
becomes late plus 8% for each day of late payment and also compensation
for debt recovery costs.
6.1 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 the Seller delivering the
Goods to the Buyer's premises or other place specified by the Buyer.
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 unless previously agreed by the Seller in writing. The Goods
may be delivered by the Seller in advance of the quoted delivery date
upon giving reasonable notice to the Buyer.
6.3 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 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.
the Seller fails to deliver the Goods (or any instalment) for any reason
other than any cause beyond the Seller's reasonable control or the
Buyer's fault, and the Seller is accordingly liable to the Buyer, the
Seller'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.
the Buyer fails to take delivery of the Goods or fails to give the
Seller 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 the Seller's fault) then, without prejudice to
any other right or remedy available to the Seller, the Seller may:
6.5.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs of storage; 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
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer :
in the case of Goods to be delivered at the Seller's premises, at the
time when the Seller notifies the Buyer that the Goods are available for
7.1.2 in the case of Goods to be delivered
otherwise than at the Seller's premises, at the time of delivery or, if
the Buyer wrongfully fails to take delivery of the Goods; or
7.1.3 the time when the Seller has tendered delivery of the Goods.
Racking supplied to the Buyer on loan in accordance with Condition 3.6
above shall at all times remain the property of the Seller.
Notwithstanding delivery and the passing of risk in the Goods, or any
other provision of these Conditions, legal and equitable ownership of
the Goods shall not pass to the Buyer until the Seller has received in
cash or cleared funds payment in full the price of: -
7.3.1 the Goods; and
7.3.2 all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.
Until the property 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 protected and insured and identified as the Seller's property,
but shall be entitled to resell the Goods in the ordinary course of its
7.5 Until such time as the property in the Goods passes
to the Buyer (and provided the Goods are still in existence and have
not been resold), the Seller shall be entitled at any time to require
the Buyer to deliver up the Goods to the Seller 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.
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 money owing by the
Buyer to the Seller shall (without prejudice to any other right or
remedy of the Seller) immediately become due and payable.
8. Warranties and liability
Subject to the conditions set out below the Seller warrants that on
delivery to the Buyer and for a period of six months thereafter, the
Goods shall be of satisfactory quality within the meaning of the Sale of
Goods Act 1979 and reasonably fit for the purpose for which they are
8.2 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 arising
from fair wear and tear, wilful damage, negligence or alteration of the
Goods without the Seller's approval;
8.2.2 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 had not been
paid by the due date for payment.
8.3 Any claim by the Buyer
which is based on any defect or failure in the quality or condition of
the Goods or their fitness for purpose shall (whether or not delivery is
refused by the Buyer) be notified to the Seller 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 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.
8.4 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 fitness for purpose
is notified to the Seller in accordance with these Conditions, the
Seller shall, at its election, either replace the Goods (or the part in
question) free of charge or 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. Any Goods replaced by the Seller
shall be supplied in accordance with these Conditions.
Subject to Condition 8.1 above, 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 (other than the condition as to title implied by
section 12 of the Sale of Goods Act 1979) are, to the fullest extent
permitted by law, excluded from the Contract.
8.6 Nothing in these Conditions excludes or limits the Seller's liability:
8.6.1 for death or personal injury caused by the Seller's negligence; or
8.6.2 for any matter which it would be illegal for the Seller to exclude or attempt to exclude its liability; or
8.6.3 for liability under section 2(3) of the Consumer Protection Act 1987; or
8.6.4 for fraud or fraudulent misrepresentation.
8.7 Subject to Condition 8.5 and Condition 8.6 above:
the Seller's total liability in contract, tort (including negligence
and breach of statutory duty) misrepresentation, restitution or
otherwise, arising in connection with the Contract, shall be limited to
the price payable by the Buyer under the Contract; and
Seller shall not be liable to the Buyer for any pure economic loss, loss
of profit, loss of business, depletion of goodwill or otherwise, in
each case whether direct or indirect or consequential, or any claims for
consequential compensation whatsoever (howsoever caused) which arise
out of or in connection with the Contract.
9. Force majeure
the event that the Seller shall be delayed in or prevented from
carrying out any of its obligations under the Contract as a result of
any cause beyond its control including (but not limited to) acts of God,
fire or accident, governmental actions, war or national emergency, acts
of terrorism, strikes, lockouts, breakdown of plant, failure of a third
party to deliver goods or materials, the Seller shall be at liberty (at
its election) to suspend the Contract in which case it shall be
relieved of all its obligations and liabilities incurred under the
Contract insofar as and for as long as the fulfilment of the obligations
and liabilities is thereby prevented, frustrated or impeded or to
cancel the Contract without incurring any further liability.
If any 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 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:
10.1.1 the Seller is offered and accepts full control of any proceedings or negotiations in connection with any such claim;
10.1.2 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 any
such claim, or compromise any such proceedings, without the consent of
10.1.4 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 prejudice to any duty of the Buyer at common law, the Seller
shall be entitled to require the Buyer to 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.
11. Insolvency of buyer
11.1 This Condition applies if:
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 an administrator is otherwise
appointed in respect of the Buyer, or goes into liquidation (otherwise
than for the purposes of amalgamation or reconstruction) or a receiver
or administrative receiver is appointed over any of its assets; or
11.1.2 an encumbrance takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
the Buyer ceases, or threatens or cease, to carry on business or is
unable, or admits its inability to pay its debts as they fall due; 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
11.1.5 any other circumstance arises in any
jurisdiction which in the opinion of the Seller is analogous to any of
the circumstances referred to in clauses 11.1.1 to 11.1.4 above.
If this clause applies then, without prejudice to any other right or
remedy available to the Seller, the Seller 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.
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 Incoterms
shall have the same meaning in these Conditions, but if there is any
conflict between the provisions of Incoterms and these Conditions, the
latter shall prevail.
12.2 Where Goods for Export are supplied,
the provisions of this clause 12 shall (subject to any special terms
agreed in writing between the Buyer and the Seller) apply
notwithstanding any other provision of these Conditions.
Buyer shall be responsible for complying with any legislation or
regulations governing, including obtaining any licences required for,
the export of the Goods from Finalnd and their importation into the
country of destination and for the payment of any duties on them and
shall indemnify the Seller for any loss, liability damages, costs or
expenses of the Seller if a licence is not obtained or regulations are
otherwise breached by the Buyer.
12.4 Unless otherwise agreed in
Writing between the Buyer and the Seller, shipping shall be arranged by
the Buyer and the Goods shall be delivered ex works. In all instances
(even if the shipping is arranged by the seller) it is the buyers
responsibility to insure the goods whilst in transit.
Buyer shall be responsible for arranging inspection of the Goods at the
Seller's premises before shipment if it wishes to do so. The Seller
shall have no liability for any claim in respect of any defect in the
Goods, which would be apparent on inspection and where inspection is
made after shipment, or in respect of any damage during transit.
12.5.1 Payment of all amounts due to the Seller shall be made, at the option of the Seller, by:
payment in advance by cleared funds; Our standard terms are pro-forma
and it is at the discretion of the seller to offer credit terms, which
have to be made in writing from the seller to the buyer.
irrevocable letter of credit opened by the Buyer in favour of the Seller
and confirmed by a bank [in Finland] acceptable to the Seller;
12.7 Unless the parties agree otherwise, in writing all payments shall be made in EUROS.
notice required or permitted to be given by either party to the other
under these Conditions shall be in writing and signed by or on behalf of
the party giving it and shall be served by delivering it personally or
sending it by pre-paid Priority post (or registered airmail in the case
of an address for service outside Finland) or or email to the address
and for the attention of the relevant party as notified by that party.
Any notice shall be deemed to have been received:
13.1 if delivered personally, at the time of delivery;
13.2 in the case of pre-paid Priority post, 48 hours from the date of posting;
13.3 in the case of registered air mail, five days from the date of posting; and
in the case of email], at the time of transmission, provided that if
deemed receipt occurs before 9 am on a Business Day the notice shall be
deemed to have been received at 9 am that day, and if deemed receipt
occurs after 5 pm on a Business Day, or on a day that is not a Business
Day on the next Business Day. 'Business Day' means any day which is not a
Saturday, a Sunday or a public holiday in the place at or to which the
notice is left or sent.
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.
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.
16. Governing law and jurisdiction
Contract shall be governed by the laws of Finland, and the Buyer agrees
to submit to the non-exclusive jurisdiction of the courts of Finland.
update: Jan 2019