STANDARD CONDITIONS OF SALE: SUBLIVA UK
1. CORE TERMS & SCOPE
1.1 The Company: Refers to Subliva UK – a trading name of Great Wall Group Ltd (Company No: 11716894)
1.2 The Buyer: Refers to the business entity or professional trader purchasing products from the Company.
1.3 Contractual Superiority: These Conditions govern every transaction. No alternative terms proposed by the Buyer shall have any legal standing unless the Company provides explicit written validation.
1.4 B2B Declaration: The Buyer confirms they are acting for purposes related to their trade. The protections of the Consumer Rights Act 2015 are expressly excluded.
2. PRODUCT REPRESENTATION & VERIFICATION
2.1 Marketing Materials: Any catalogues or digital imagery are for general guidance only and do not constitute a strict "sale by description."
2.2 Bulk vs. Sample: The Buyer acknowledges that in the production of glassware and ceramics, minor aesthetic deviations from a sample may occur and do not represent a breach of quality standards.
3. FINANCIAL OBLIGATIONS & PAYMENTS
3.1 Tax: Prices exclude VAT, applied at the statutory rate at the time of invoicing.
3.2 Settlement Period: Unless agreed otherwise, all invoices must be cleared within 30 days following the end of the month of the invoice date.
3.3 Payment Integrity: The Buyer is prohibited from reducing their payment through "set-off," "back-charges," or "withholding."
3.4 Company’s Right to Balance: The Company may subtract any debts owed by the Buyer from any credits or refunds the Company may owe to the Buyer.
3.5 Late Fees: Overdue balances will attract interest at a rate of 8% above the Barclays Bank PLC base rate, applied from the due date until full settlement.
4. LOGISTICS, SHORTAGES & RISK
4.1 Delivery Completion: Risk transfers to the Buyer the moment the goods arrive at the designated delivery site.
4.2 Inspection Window: Any discrepancies or breakage must be reported within 72 hours (3 working days).
4.3 Shipping Charges: Orders meeting the Company’s minimum threshold (currently £500) qualify for free UK mainland delivery. All other orders will be subject to a freight fee.
5. OWNERSHIP (RETENTION OF TITLE)
5.1 Title Retention: The Company remains the legal owner until the Buyer has provided full payment for the Goods and any other outstanding debts.
5.2 Asset Management: Until ownership shifts, the Buyer must keep items insured and identifiable as the Company’s property.
5.3 Right of Recovery: The Company is granted an irrevocable license to enter any premises of the Buyer or of any third party where the Goods are stored in order to recover them if payment is defaulted.
6. INTELLECTUAL PROPERTY (IP) PROTECTION
6.1 Ownership of Rights: All designs, trademarks, patents, and "trade dress" associated with Subliva products remain the exclusive property of the Company.
6.2 No Reverse Engineering: The Buyer shall not copy, replicate, or modify the Goods, nor authorise any third party to do so.
6.3 Branding: Any use of the Company’s logos or brand names for marketing by the Buyer must receive prior written approval from the Company.
7. FORCE MAJEURE (UNCONTROLLABLE EVENTS)
7.1 Relief from Liability: The Company shall not be liable for any failure to perform its obligations caused by events beyond its reasonable control.
7.2 Scope of Events: Such events include, but are not limited to: acts of God, global pandemics, strikes, energy shortages, shipping delays at port, or manufacturing interruptions at the source in China.
7.3 Extended Delay: If a Force Majeure event continues for more than 60 days, either party may cancel the affected order without penalty, save for payment due for goods already manufactured or shipped.
8. LIABILITY LIMITS & PROTECTIONS
8.1 Statutory Exceptions: Liability for fraud or injury/death resulting from negligence is not limited.
8.2 Commercial Loss Waiver: The Company is not liable for "consequential" damages, such as loss of revenue or third-party hospitality claims.
8.3 Financial Ceiling: Maximum financial exposure is limited to the net invoice value of the Goods in that specific claim.
9. CONFIDENTIALITY
9.1 The Buyer shall keep secret all technical or commercial "know-how," price lists, and trade secrets shared by the Company. This obligation survives the termination of any individual contract.
10. THIRD PARTY RIGHTS
10.1 Exclusion: A person who is not a party to this Contract (including end-users, hotels, or sub-customers) shall have no rights to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.
11. LEGAL GOVERNANCE & SEVERABILITY
11.1 Severability: If any part of these Conditions is found by a court to be invalid or unenforceable, that part shall be removed, but the remainder of the Conditions shall stay in full force.
11.2 Jurisdiction: This agreement is governed by the Laws of England and Wales, and both parties submit to the exclusive authority of the English Courts.
