In accordance with blkcommodities.com (the "Site") Terms, including but not limited to Privacy Policy, Terms of Use, Intellectual Property Rights Protection Policy and all other rules and regulations posted on the Site at any time.

To the maximum extent permitted by law, the goods provided are provided “as is”, “as available” and “with all faults”. BLK Global ltd. expressly disclaims any and all warranties, express or implied, including but not limited to any warranties of quality, condition, durability, accuracy, performance, reliability, merchantability or fitness for a particular purpose.

1.             Supply of the Goods

1.1          Subject to the provisions of this Clause 1 the Supplier shall accept orders from the Buyer to buy the Goods from the start of business on the Commencement Date.

1.2          Every order shall allow the Supplier no less than 14 days of lead-time between receipt of the order and the delivery date, such date to be specified by the Buyer in each order.

1.3         During the continuance of this Agreement the Supplier shall sell and the Buyer shall purchase such quantities of the Goods as may be ordered by the Buyer from time to time under sub-Clause 1.4, subject to the terms and conditions of this Agreement.

1.4          Orders for the Goods shall be given by the Buyer to the Supplier in writing or, if given orally, shall be confirmed by the Buyer in writing not more than 14 Business Days after the order is given by the Buyer.

1.5          The Buyer shall notify to the Supplier in writing:

1.5.1      its estimated orders for the Goods for each order, not later than the month of January of the same Year;

1.5.2      its estimated orders for the Goods for each order, not less than 14 days prior to the expected delivery; and

1.5.3      any revisions to those such estimates, immediately after they are made.

1.6          If the Buyer’s orders for the Goods exceed (or it appears from any estimate or revised estimates given pursuant to sub-Clause 1.5 that they will exceed) the output capacity or available stocks of the Supplier:

1.6.1      the Supplier shall as soon as practicable notify the Buyer;

1.6.2      the Buyer shall be entitled to obtain from any other person such quantity of the Goods as the Supplier is unable to supply in accordance with the Buyer’s orders; and

1.6.3      that quantity shall be deemed for the purposes only of sub-Clause 2.3 (and, therefore, to the effect that the Supplier shall not be deemed to be in breach of this Agreement for failing to supply under that sub-Clause) to have been ordered from the Supplier, until such time as:

1.6.3.1 the Supplier has given the Buyer written notice (together with such supporting evidence as the Buyer may reasonably require) that it is able to resume the supply of that quantity in accordance with the Buyer’s orders; and

1.6.3.2 the Buyer has had a reasonable time to terminate any alternative arrangements that it may have made with any other party for the supply of that quantity.

1.7       The Supplier shall not be deemed to be in breach of this Agreement where sub-Clause 2.7 applies provided that it complies with sub-Clause 2.7.1.  The Supplier shall not be liable in any way for the Buyer’s inability or failure to obtain alternative goods from an alternative source.  When the Supplier is once again able to supply the quantities of Goods required by the Buyer it shall notify the Buyer as soon as is reasonably practicable.

2.             Specification of the Goods

2.1         Supplier shall use its best efforts to ensure that the Goods supplied to the Buyer pursuant to this Agreement shall conform in to the Specification; and the Buyer shall be entitled to reject any quantity of the Goods which is not in accordance with the Specification, subject to and in accordance with the provisions of Clause 4.

2.2          The Supplier shall consult with the Buyer from time to time during the continuance of this Agreement in order to ensure that the Specification of the Goods to be sold by the Supplier to the Buyer is acceptable to both Parties, but the Supplier shall not be obliged to agree to any change to the Specification requested by the Buyer.

3.             Manufacture and Delivery of the Goods

3.1          The Supplier shall use all reasonable endeavours to manufacture and maintain sufficient stocks of the Goods to fulfil its obligations under this Agreement.

3.2          The Supplier shall use all reasonable endeavours to deliver each of the Buyer’s orders for the Goods on the date specified in the relevant order or where no date is specified by the Buyer, within a reasonable time of the order, but the time of delivery shall not be of the essence and if, despite those endeavours, the Supplier is unable for any reason to fulfil any delivery of the Goods on the specified date or where no date is specified by the Buyer, within a reasonable time of the order, the Supplier shall not be deemed to be in breach of this Agreement or have any liability to the Buyer unless and until the Buyer has given 14 Business Days' written notice to the Supplier requiring the delivery to be made and the Supplier has not fulfilled the delivery within that period.

3.3          The Supplier shall, at the Buyer’s request, arrange for suitable transport from the Supplier’s premises at the pick-up location to the Buyer’s premises at the delivery point as the Buyer may notify to the Supplier from time to time and arrange insurance therefor, in which case the costs of transport and insurance shall be borne by the Buyer.

3.4          Whether or not the Supplier arranges transport pursuant to sub-Clause 3.3:

3.4.1      delivery of the Goods shall take place at the Supplier’s premises; and

3.4.2      risk in, responsibility for, and title to the Goods shall pass to the Buyer once they are loaded on to transport at the Supplier’s premises.

4.             Defective Goods

4.1          The Buyer shall, within 7 calendar days of the arrival of each delivery of the Goods at the Buyer’s premises, submit a Rejection Notice to the Supplier specifying any defect by reason of which the Buyer alleges that the Goods delivered are not in accordance with the Specification and which should be apparent on reasonable inspection.

4.2          If the Buyer fails to give such Rejection Notice then, except in respect of any defect which is not one which would be apparent on reasonable inspection, the Goods shall be conclusively presumed to be in all respects in accordance with the Specification, and accordingly the Buyer shall be deemed to have accepted the delivery of the Goods in question and the Supplier shall have no liability to the Buyer with respect to that delivery.

4.3          If the Buyer gives such Rejection Notice in respect of any delivery of the Goods which are not in accordance with the Specification, the Supplier shall within 14 Business Days of being requested to do so by the Buyer:

4.3.1      supply replacement Goods which are in accordance with the Specification (in which event the Supplier shall not be deemed to be in breach of this Agreement or have any liability to the Buyer); or

4.3.2      notify the Buyer that it is unable to do so, whereupon (without prejudice to sub-Clause 12.4) the Buyer shall be entitled to obtain from any other party such quantity of the Goods as the Supplier has been unable so to supply.

4.4          If there is any difference of opinion between the Parties as to whether any Goods supplied by the Supplier are in accordance with the Specification the matter shall, at the request of either the Supplier or the Buyer, be determined by an Expert.

4.5          Nothing in this Clause 5 shall exclude any liability of the Supplier to the Buyer under any other provisions of this Agreement for damage caused by a defect for which the Supplier is liable under Section 2 of the Consumer Protection Act 1987).

5.             Price and Payment

5.1          Subject to the following provisions of this Clause 5, the price for each type of Goods shall be the Supplier’s EXW price for those Goods.

5.2          The Supplier shall be entitled to increase its EXW prices for the Goods at the end of each Year, or more frequently if and to the extent that the Supplier, in its sole discretion, considers the same to be justified by any material increase in the prices of raw materials used by the Supplier in the manufacture of the Goods, and the Supplier shall promptly notify the Buyer of any such increase.

5.3          The price for the Goods shall be exclusive of:

5.3.1      any costs of packaging, carriage and insurance of the Goods; and

5.3.2      any value added tax or other applicable tax, or duty, which shall be added to the sum in question.

5.5          The Supplier shall invoice the Buyer for each order and the Buyer shall pay the sums shown to be due by the day indicated on the invoice, to such bank account as the Supplier may from time to time nominate and as specified in the Supplier's invoice.

5.6          If either Buyer fails to pay on the due date any amount which is payable under this Agreement then, without prejudice to any other right or remedy of the other Party:

5.6.1      that amount shall bear interest from the due date until payment is made in full at a rate of 2 per cent above Barclay’s base rate, both before and after any judgment; and

5.6.2      in the case of an outstanding amount due and payable from the Buyer, the Supplier shall be entitled to suspend deliveries of the Goods until the outstanding amount has been received by the Supplier from the Buyer.

6.             Expert Determination

6.1          Where under sub-Clause 5.4 any matter is to be determined by an Expert, the matter shall be referred at the instance of Blkcommdities.com and the parties shall conform to Blkcommodities.com's dispute resolution procedures, terms and conditions.

7.             Confidentiality

7.1          Each Party undertakes that, except as provided by sub-Clause 8.2 or as authorised in writing by the other Party, it shall, at all times during the continuance of this Agreement and for 2 years after its termination:

7.1.1      keep confidential all Confidential Information;

7.1.2      not disclose any Confidential Information to any other party;

7.1.3      not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of this Agreement;

7.1.4      not make any copies of, record in any way or part with possession of any Confidential Information; and

7.1.5      ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 8.1.1 to 8.1.4 above.

7.2          Either Party may:

7.2.1      disclose any Confidential Information to:

7.2.1.1 any sub-contractor or supplier of that Party;

7.2.1.2 any governmental or other authority or regulatory body; or

7.2.1.3 any employee or officer of that Party or of any of the aforementioned persons, parties or bodies;

to such extent only as is necessary for the purposes contemplated by this Agreement (including, but not limited to, the supply of the Goods), or as required by law.  In each case that Party shall first inform the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body under sub-Clause 7.2.1.2 or any employee or officer of any such body) obtaining and submitting to the other Party a written confidentiality undertaking from the party in question.  Such undertaking should be as nearly as practicable in the terms of this Clause 9, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and

7.2.2      use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of this Agreement, or at any time after that date becomes, public knowledge through no fault of that Party.  In making such use or disclosure, that Party must not disclose any part of the Confidential Information which is not public knowledge.

7.3          The provisions of this Clause 9 shall continue in force in accordance with their for a period of 2 years after termination, notwithstanding the termination of this Agreement for any reason.

8.             Indemnity

8.1          The Buyer shall indemnify the Supplier against all actions, proceedings, claims, demands, costs, awards, losses or damages howsoever arising, as a result of any claim made by a third party against the Supplier:

8.1.1      for the infringement of intellectual property rights arising out of, or in connection with, the Goods; or

8.1.2      in relation to the Goods arising out of, or in connection with, the Buyer's breach, negligence or failure or delay in the performance of its obligations under this Agreement; or

8.1.3      for death or personal injury or for damage to property arising out of, or in connection with, any defects in the Goods (only to the extent that such defects are attributable to the acts or omissions of the Buyer, its employees, agents or subcontractors), and “defects in Goods” in this Clause 8.1.3 means any Goods supplied by the Supplier which either do not conform to the Specification or which are defective within the meaning of Section 3 of the Consumer Protection Act 1987.

8.2          The indemnity set out in sub-Clause 8.1 shall apply provided that:

8.2.1      the Supplier gives written notice to the Buyer of any claim or proceeding as soon as is reasonably possible following receipt of it;

8.2.2      the Supplier makes no admission of liability, agreement or compromise and gives the Supplier sole authority to defend or settle the claim or proceedings at the Supplier’s cost and expense; and

8.2.3      the Supplier gives the Buyer all reasonable information, access and assistance in connection with any such claims or proceedings at the Supplier’s cost and expense.

8.3          Nothing in this Clause 8 shall restrict the either Party’s general duty at law to mitigate losses that it may suffer or incur as a result of any matters that may give rise to a claim under this Clause 8.

9.             Limitation of Liability

9.1          This Clause 9 sets out the entire financial liability of the Parties (including that for the acts or omissions of their employees, agents or subcontractors) to each other for any breach of this Agreement; any use or resale made by the Buyer of the Goods; and any representation, statement or tortious act or omission (including, but not limited to, negligence and breach of statutory duty) arising out of or in connection with this Agreement.

9.2          Nothing in this Agreement shall exclude or limit the liability of either Party under or in respect of any of the indemnity provisions of Clause 8.

9.3          Without prejudice to Clause 8 or to sub-Clauses 9.1, 9.2 or 10.4, the total liability of the Supplier arising out of or in connection with this Agreement (whether in contract, tort (including negligence), restitution, for breach of statutory duty or misrepresentation or otherwise) shall be limited to USD 100 (one hundred United States Dollars only), in respect of any and all other acts or omissions occurring in each Year.

9.7          Without prejudice to Clause 8 or to sub-Clause 9.2, 10.0, the total liability of the Buyer arising out of or in connection with this Agreement (whether in contract, tort (including negligence), restitution, for breach of statutory duty or misrepresentation or otherwise) shall be limited, in the case of unpaid invoices, to the sum outstanding together with any interest due under sub-Clause 5.6.1, and in in respect of any and all other acts or omissions occurring in each Year, to the sum of five times the value of the orders placed that Year.

10.          Force Majeure

10.1       No Party to this Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party.  Such causes include, but are not limited to: power failure, internet service provider failure, industrial action (except where such action has been induced by the Party so incapacitated), civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.

10.2       In the event that a Party to this Agreement cannot perform their obligations hereunder as a result of force majeure for a continuous period of 30 days, the other Party may at its discretion terminate this Agreement by written notice at the end of that period.  In the event of such termination, the Parties shall agree upon a fair and reasonable payment for any and all Goods delivered but not already paid for.  Such payment shall take into account any prior contractual commitments entered into in reliance on the performance of this Agreement.

11.          Term and Termination

11.1       This Agreement shall come into force on the Order Date and shall continue until the settlement of all dues by the Buyer, subject to the provisions of this Clause 11.

12.          Effects of Termination

Upon the termination of this Agreement for any reason:

12.1       any sum owing by either Party to the other under any of the provisions of this Agreement shall become immediately due and payable;

12.2       all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of this Agreement shall remain In full force and effect;

12.3       termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of this Agreement which existed at or before the date of termination;

12.4       subject as provided in this Clause 12 and except in respect of any accrued rights neither Party shall be under any further obligation to the other; and

12.5       each Party shall (except to the extent referred to in Clause 7) immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to the other Party any documents in its possession or control which contain or record any Confidential Information.

13.          No Waiver

No failure or delay by either Party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

14.          Further Assurance

Each Party shall execute and do all such further deeds, documents and things as may be necessary to carry the provisions of this Agreement into full force and effect.

15.          Costs

Subject to any provisions to the contrary each Party to this Agreement shall pay its own costs of and incidental to the negotiation, preparation, execution and carrying into effect of this Agreement.

16.          Set-Off

Neither Party shall be entitled to set-off any sums in any manner from payments due or sums received in respect of any claim under this Agreement or any other agreement at any time.

17.          Assignment and Sub-Contracting

17.1       Subject to sub-Clause 17.2 this Agreement is personal to the Parties.  Buyer may not assign, mortgage, charge (otherwise than by floating charge) or sub-licence or otherwise delegate any of its rights hereunder, or sub-contract or otherwise delegate any of its obligations hereunder without the written consent of the other Party, such consent not to be unreasonably withheld.

17.2       The Supplier shall be entitled to perform any of the obligations undertaken by it through any other member of its group or through suitably qualified and skilled sub-contractors.  Any act or omission of such other member or sub-contractor shall, for the purposes of this Agreement, be deemed to be an act or omission of the Supplier.

18.          Relationship of the Parties

Nothing in this Agreement shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in this Agreement.

19.          Non-Solicitation

19.1       Neither Party shall, for the term of this Agreement and for a period of 1 year after its termination or expiry, employ or contract the services of any person who is or was employed or otherwise engaged by the other Party at any time in relation to this Agreement without the express written consent of that Party.

19.2       Neither Party shall, for the term of this Agreement and for a period of 3 years after its termination or expiry, solicit or entice away from the other Party any customer or client where any such solicitation or enticement would cause damage to the business of that Party without the express written consent of that Party.

20.          Third Party Rights

No part of this Agreement is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.

21.          Notices

21.1       All notices under this Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.

21.2       Notices shall be deemed to have been duly given:

21.2.1   when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or

21.2.2   when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or

21.2.3   on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or

21.2.4   on the tenth business day following mailing, if mailed by airmail, postage prepaid.

In each case notices shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.

22.          Entire Agreement

22.1       This Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.

22.2       Each Party acknowledges that, in entering into this Agreement, it does not rely on any statement, representation, warranty, assurance or other provision (made innocently or negligently) except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

23.          Severance

In the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of this Agreement.  The remainder of this Agreement shall be valid and enforceable.

24.          Dispute Resolution

24.1       The Parties hereby agree that Blkcommodities.com's dispute resolution procedures, terms and conditions shall apply to any dispute arising out of or in connection with this Agreement. 

25.          Law and Jurisdiction

25.1       This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of Scotland.

25.2       Subject to the provisions of Clauses 5 and 25, any dispute, controversy, proceedings or claim between the Parties relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of Scotland.

Full money back guarantee if goods received are not as described, faulty or unfit for purpose.

Please note that collection charges may apply due to the requirement for specialised transport.