TERMS & CONDITIONS OF SALE (EXPORT)

1.1 All prices quoted are exclusive of VAT (where applicable), duties, taxes, levies, and other charges unless expressly stated otherwise.

1.2 Prices, payment terms, and delivery terms shall be as stated in the quotation and the final invoice issued by the Seller.

1.3 In the event of any inconsistency between these Terms, the quotation, and the invoice, the final invoice shall prevail.

1.4 The Seller reserves the right, at any time prior to shipment or collection, to adjust prices to reflect any increase in costs incurred in supplying the goods. The Buyer shall be notified of any such adjustment.

1.5 Payment must be made strictly in accordance with the payment terms stated on the final invoice.

1.6 The Buyer shall not withhold, deduct, or set off any amounts from any invoice or payment without the Seller's prior written approval.

1.7 Prices are valid for 7 days from the date of quotation unless stated otherwise and may be withdrawn or amended at any time prior to acceptance.

1.8 If payment is not received by the due date stated on the final invoice, the Seller may, without prejudice to any other rights:

• 1.8.1 Suspend or cancel any outstanding or future shipments or collections;
• 1.8.2 Charge interest on overdue sums at 8% per annum above the Bank of England base rate, accruing daily from the due date until payment is received in full, whether before or after judgment;
• 1.8.3 Recover all reasonable costs incurred in collecting overdue amounts, including legal, enforcement, and administrative costs on a full indemnity basis.

1.9 Where payment is required prior to shipment, collection, or release of documents, funds must be fully cleared in the Seller's bank account. Proof of payment or remittance advice shall not constitute receipt of funds.

1.10 All bank charges, intermediary bank fees, and currency conversion costs incurred in receiving payment shall be borne by the Buyer.

1.11 Any deposit paid is non-refundable if the Buyer cancels the order.

1.12 The Seller reserves the right to issue corrective invoices where under-invoicing has occurred, supported by reasonable evidence including loading records and shipping documentation.

1.13 Where goods have been made ready for collection and the Buyer has been notified, if the goods are not collected within 14 calendar days, the Seller reserves the right to charge storage at a rate of £1 per pallet per day from the expiry of the 14-day period until collection. All storage charges must be paid prior to collection or release of goods.

2.1 All goods are subject to availability. No substitution of goods shall be made without the Buyer's prior agreement in writing.

2.2 Orders, once accepted, are binding and may not be cancelled or amended without the Seller's written consent.

2.3 Delivery terms shall be as stated on the final invoice and interpreted in accordance with Incoterms® 2020 (or the latest applicable version). Where the Seller arranges delivery, this shall be to the Buyer's chosen port only, which will be explicitly stated on the final invoice.

2.4 The Buyer shall be responsible for all import duties, customs clearance, local taxes, and compliance with destination-country regulations unless expressly stated otherwise on the final invoice.

2.6 The Buyer must inspect goods immediately upon delivery or collection. Any shortages, damages, short-dated products, or defects must be notified in writing within 24 hours. Failure to do so shall constitute acceptance of the goods.

2.7 The Seller shall not be liable for claims notified outside this timeframe.

3.1 Risk in the goods shall pass to the Buyer in accordance with the agreed Incoterm, and in particular:

• Upon collection, where the agreed terms are EXW; or
• Upon delivery, where delivery is arranged by the Seller.

3.2 Legal and beneficial title to the goods shall not pass until the Seller has received full payment of all sums owed.

3.3 Until title passes, the Buyer shall:

• Store goods separately and clearly identifiable as the Seller's property;
• Not resell, pledge, or dispose of the goods;
• Maintain insurance for full replacement value, with proceeds held on trust for the Seller.

3.4 The Seller reserves the right to recover goods or exercise any available remedies where payment remains outstanding.

4.1 The Seller shall not be liable for any indirect or consequential loss, including loss of profit, business interruption, or loss of market.

4.2 Nothing shall limit liability for death, personal injury caused by negligence, or fraud.

5.1 These Terms shall be governed by English law.

5.2 Any dispute arising out of or in connection with these Terms, where the parties cannot resolve the matter amicably, shall be finally settled by arbitration under the ICC Rules, with the place of arbitration being London, United Kingdom, and the language of arbitration being English.

6.1 Where the Buyer is a company, the signatory personally guarantees payment in the event of non-payment, insolvency, or sale of business.

6.2 This guarantee survives any variation or indulgence.

7.1 These Terms constitute the entire agreement.

7.2 The version in force at the date of the final invoice shall apply.

7.3 Copies are available on request or via ar@premierexports.co.uk.