TERMS & CONDITIONS  


 

Please click on the relevant Terms & Conditions below to view.

 

 

  1. DEFINITIONS AND INTERPRETATION
    1. Definitions in this Agreement:
      1. "Agreement" means this contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
      2. "Business Day" means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
      3. "Conditions" means the terms and conditions as set out in this Agreement.
      4. "Customer" means the firm and/or persons who purchase the Goods from the Supplier.
      5. "Goods" means the refurbished mobile phones as described and set out in the Supplier’s literature and Pro Forma Invoice, which may also be referred to by the Customer’s Purchase Order/s.
      6. "Grade" means the grade of the Goods as set out in the Supplier’s literature, catalogue and website, as amended from time to time.
      7. "Incoterm" means the choice of internationally recognised rule to be agreed between the Parties per each Purchase Order and prior to each Pro Forma Invoice being issued, which defines the agreed shipping responsibilities between the Supplier and Customer, including who is responsible for paying for and managing the shipping agents, freight, insurance, documentation, customs clearance, and other logistical activities.
      8. "Parties" means the Supplier and Customer and “Party” shall mean either the Supplier or the Customer.
      9. "Pro Forma Invoice" means the preliminary bill issued by the Supplier to the Customer for committed Goods before they are supplied which outlines the agreed order quantity, description of Goods, Grade, agreed Incoterm, Customer’s delivery address, price and total amount payable by the Customer.
      10. "Purchase Order" means the confirmed written order issued by the Customer to the Supplier for the supply of Goods and specifying the Supplier details, agreed models to be ordered, description, Grade, agreed Incoterm, Customer’s delivery address, quantity ordered and price of the Goods.
      11. "Supplier" means Skybridge Trading Ltd.
    2. Interpretation
      1. References to statutes, regulations, or other legislative instruments include any amendments or replacements thereto.
      2. Words denoting the singular include the plural and vice versa, and words denoting any gender include all genders.

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  2. TERMS & CONDITIONS OF SALE


    1. This Agreement constitutes the entire agreement between the Parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in this Agreement, unless agreed to in writing and signed by a duly authorised person of the Supplier.
    2. Purchase Orders:
      1. The Customer shall submit Purchase Orders to the Supplier in writing.
      2. Any additional or different terms proposed by Customer in a Purchase Order or otherwise shall be void unless explicitly accepted in writing by the Supplier.
      3. The Supplier reserves the right to accept or reject such requests, and any accepted modifications or cancellations shall be subject to mutually agreed terms.
      4. The Purchase Order constitutes an irrevocable offer by the Customer to purchase the Goods in accordance with the terms and these Conditions. The Customer is responsible for ensuring that the terms of the Purchase Order submitted by the Customer are accurate.
      5. The Purchase Order shall only be deemed to be accepted when the Supplier issues a Pro Forma Invoice to the Customer.
    3. The Goods are as described in the Pro Forma Invoice and literature provided by the Supplier. The Supplier allocates a Grade to the Goods as described in the literature using reasonable care and due skill.
    4. The Supplier shall deliver the Goods to the agreed address and location of the Customer and as set out in the Purchase Order, or such other location as the Parties may agree in writing (“Delivery Location”) from time to time and after the Supplier notifies the Customer that the Goods are ready.
    5. The delivery of Goods shall be completed once:
      1. the Goods arrive at the Delivery Location, alternatively as Delivered (“Delivered”) per the Incoterm agreed between the Parties and as described in the Purchase Order; or
      2. if the Goods are to be collected by the Customer or a courier (on behalf of the Customer) the collection of the Goods from the Supplier’s nominated warehouse shall be deemed Delivered.
    6. Any dates quoted for delivery are approximate only, and the actual time of delivery is not of the essence.
    7. The Supplier shall not be liable for any delay in delivery of the Goods.
    8. Quality and Returns:
      1. Upon Delivery of the Goods it is the Customer’s responsibility to inspect the Goods to ensure that they are as described in the Pro Forma Invoice.
      2. The Supplier shall use all reasonable endeavours to meet the delivery date specified in the Purchase Order however time shall not be of the essence.
      3. The Customer shall inspect the Goods upon delivery and notify Supplier within 14 days of Delivery of any visible defects or non-conformities. If the Customer fails to notify the Supplier within this specified period, the Goods shall be deemed accepted.
      4. Following the inspection as per Clause 2.9.1, if in the Customer’s opinion the Goods do not comply with the expected Grade/s, the Customer shall inform the Supplier and shall return the Goods to the Supplier within 14 days from Delivery date. The Customer agrees to return such Goods to the Supplier’s place of business at the Customer’s own cost.
      5. The Supplier will not accept return of Goods received later than 14 days from Delivery for any reason whatsoever.
      6. On receipt of any Goods returned, the Supplier shall test the Goods and the following shall apply:
        1. In the event that the Supplier agrees, in its sole discretion (acting reasonably) that the Goods do not comply with the specified Grade, the Supplier will at its discretion repair or replace the defective Goods, or provide a full credit to the Customer for the defective Goods; or
        2. In the event that the defect Goods arise as a result of wilful damage, negligence, or adverse working conditions or abnormal storage by the Customer, in its sole discretion (acting reasonably) the Supplier may refuse to repair or replace the defective Goods and not issue a credit, and charge the Customer for the cost of damage or repair work on the defective Goods.
        3. In cases where the Supplier is deemed to have been responsible for the return of Goods, the Supplier shall bear the cost of return shipping.
      7. These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
    9. Title and risk:
      1. The risk of loss or damage in the Goods shall pass to the Customer on Delivery.
      2. Title to the Goods shall not pass to the Customer until the Supplier receives payment in full on cleared funds for the Goods.
      3. Until title to the Goods has passed to the Customer, the Customer shall:
        1. store the Goods separately from all other goods held by the Customer so that the Goods remain readily identifiable as the Supplier’s property;
        2. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; and
        3. maintain the Goods in satisfactory condition and keep them insured against any and all risks for their full price from the date of delivery; and
        4. The Supplier shall not be liable for any loss, damage, or delay caused by events beyond its reasonable control, including acts of God, natural disasters, or transportation disruptions.
    10. Price, invoice and payment:
      1. The price of the Goods shall be agreed in writing between the Parties prior to each Purchase Order and Pro Forma Invoice being issued, together with description of Goods, Grade/s, order quantity, unit price, Incoterm, Customer’s official Purchase Order number, Delivery Location, agreed trade terms and any special instructions.
      2. Depending on the desired Incoterm, the price of Goods may be exclusive of the costs, tariffs and charges of packaging, insurance, export and transport of the Goods which is to be agreed in writing by the Parties with each Purchase Order, and which may be invoiced accordingly to the Customer.
      3. Depending on the desired Incoterm, the price of Goods may be exclusive of the costs, tariffs and charges of packaging, insurance, export and transport of the Goods which is to be agreed in writing by the Parties with each Purchase Order, and which may be invoiced accordingly to the Customer.
      4. The price of Goods destined solely for export purposes outside of the UK will be non-VATable and VAT zero-rated on invoice.
      5. The Supplier’s UK VAT number is 441 0943 19.
      6. The Supplier will invoice the Customer on acceptance of a Purchase Order prior to the dispatch of Goods to the Customer.
      7. All payments made to the Supplier are to be made into the Supplier’s bank account listed below free of deductions and set-off:

        Skybridge Trading Ltd
        Natwest Business Bank Account
        Account Number: 2426 2730
        Sort Code: 60-05-37
        BIC/SWIFT: NWBKGB2L

        (Note: If an 11 digit BIC/SWIFT code is required by the payee’s bank, add “XXX” at the end of the BIC/SWIFT code listed above).

      8. Time of payment is of the essence.
      9. If the Customer fails to make timeous payments due to the Suppler within the due date under this Agreement, at the Supplier’s sole discretion the Supplier may suspend the supply of Goods to the Customer until such time that all outstanding payment/s have been settled in full by the Customer and cleared in the Supplier’s bank account.
      10. The Customer shall pay interest to the Supplier on all overdue amount/s at the rate of 4% (four percent) per annum above the bank of England’s base rate and as such base rate may fluctuate from time to time. The Customer will remain liable to the Supplier for all Goods and all outstanding payments owed to the Supplier until such time all payments due have been received and cleared in the Supplier’s bank account.
      11. After a minimum of 3 (three) initial successive orders paid for upfront by the Customer and successfully delivered by the Supplier, the Customer may apply for Credit Terms (“Credit Terms”) and subject to a successful credit check, at the Supplier’s own discretion the Supplier may grant the Customer 30 (thirty) days’ Credit Terms and a credit limit subject to the Customer’s positive credit rating. Credit Terms are not guaranteed and if approved are worked from the date of the Pro Forma Invoice date.
      12. The Parties accept that until such time that Credit Terms have been approved by the Supplier, Purchase Orders will only be packed and released by the Supplier after the Customer’s due payment has been received and the funds have cleared in the Supplier’s bank account as listed in Clause 2.11.7 herein. Only once the Customer’s upfront payments in favour of the Supplier have cleared the Supplier’s bank account, an equal credit to the same value of such payments will be allocated against the Customer’s account with the Supplier which will enable the Customer to draw down and purchase Goods to the maximum available credit. As available credit is depleted, additional payments may be made by the Customer in favour of the Supplier to top up the Customer’s available credit.
    11. Warranties & Repairs:
      1. The Supplier may agree at its own discretion which is not guaranteed unless agreed to in writing, to provide the Customer an additional 2% (two percent) complimentary stock with each and every Pro Forma Invoice and Purchase Order of Goods delivered to the Customer in lieu of potential warranty and repair queries made by the Customer’s consumers which are to be managed and resolved by the Customer.
      2. Retrospectively on a quarterly basis, should the Customer propose that any potential adjustments are made, at the Customer’s discretion this can be raised with the Supplier and the Parties can review such percentile allocation stated in clause 2.11.1 and where necessary jointly agree to a potential amendment based on evidence provided.

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  3. LIMITATION OF LIABILITY


    1. Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
      1. Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
      2. Fraud or fraudulent misrepresentation;
      3. Defective products under the Consumer Protection Act 1987; or
      4. Any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
    2. Subject to clause 3.1:
      1. The Supplier shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with this Agreement; and
      2. The Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price actually received by the Supplier in respect of the Goods.

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  4. GENERAL


    1. The Customer may not assign any of its rights or obligations under the Agreement without the prior written consent of the Supplier.
    2. A notice given by either Party to the other under these Conditions shall be in writing address to that other Party at its registered office or principal place of business listed on the cover of this Agreement.
    3. No waiver by the Supplier of any breach of the Agreement by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provisions.
    4. If any provision of the Contract is held by a court or other competent authority or tribunal to be invalid or unenforceable in whole or in part, the validity of the other provisions of the Agreement and the remainder of the provision in question shall not be affected.
    5. This Agreement shall be governed by and construed in accordance with the laws of England and Wales and each Party agrees to be subject to the non-exclusive jurisdiction of the courts of England and Wales.
    6. For the purposes of the Agreement (Rights of Third Parties Act 1999), the Agreement is not intended to and does not give any person who is not a party to it any right to enforce any of its provisions.

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  5. INTELLECTUAL PROPERTY


    1. Ownership:
      1. The Supplier retains all rights, title, and interest in any intellectual property associated with the Goods, including trademarks, copyrights, and patents.
      2. The Customer shall not reproduce, modify, or distribute the Supplier's intellectual property without prior written consent.
    2. Indemnification:
      1. The Customer shall indemnify and hold the Supplier harmless against any claims, damages, or liabilities arising out of the infringement of third-party intellectual property rights resulting from the Customer's use of the Goods.
      2. The Customer agrees to indemnify and hold harmless the Supplier, its officers, directors, employees, and agents from any claims, damages, liabilities, costs, and expenses (including reasonable attorney fees) arising out of or related to any defects, damages, or issues with the supply of Goods, except to the extent caused by the Supplier's wilful misconduct or gross negligence.

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  6. CONFIDENTIALITY


    1. Confidential Information:
      1. The Parties acknowledge that during the course of this Agreement, they may receive Confidential Information (“Confidential Information”) from each other.
      2. The Parties agree to maintain the confidentiality of any Confidential Information disclosed and to use it solely for the purposes of this Agreement.
    2. Exceptions:
      1. The obligations of confidentiality and Confidential Information shall not apply to information that:
        1. Is or becomes publicly available without breach of this Agreement;
        2. Was already known to the receiving Party prior to disclosure by the disclosing Party;
        3. Is independently developed by the receiving Party without use of the disclosing Party's Confidential Information; or
        4. Is required to be disclosed by law or a valid court order, provided that the receiving Party provides prompt notice to the disclosing Party to enable it to seek a protective order or other appropriate remedy.

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  7. DISPUTE RESOLUTION


    1. Good Faith Negotiation:
      1. The Parties have entered into this Agreement in good faith and both Parties agree to engage in fair and honest dealings with each other. Each agree to use all reasonable endeavours to cooperate and to promptly resolve any issues or Disputes (“Disputes”) that may arise under this Agreement.
      2. Each Party agrees to make reasonable efforts to fulfil all their respective duties and obligations, and work together in a spirit of mutual respect and collaboration.
      3. If any Dispute arises between the Parties relating to this Agreement, the Parties shall make all reasonable efforts take all reasonable and steps to resolve the dispute amicably and fairly through good faith negotiations.
    2. Mediation and Arbitration:
      1. If the Parties are unable to resolve the Dispute through amicable terms and negotiations within 30 (thirty) days, either Party may initiate mediation by notifying the other Party in writing.
        2. If mediation is unsuccessful, the Parties agree to submit the Dispute to an agreeable independent third party arbitrator whose ruling will be deemed final and binding between the Parties.

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  8. TERMINATION


    1. Termination for Convenience:
      1. Either Party may Terminate (“Terminate”) this Agreement for convenience by providing 30 (thirty) days’ prior written notice to the other Party.
    2. Termination for Breach:
      1. Either Party may Terminate this Agreement with immediate effect if the other Party breaches a material provision of this Agreement and fails to remedy the breach within 14 (fourteen) days of receiving written notice from the non-breaching Party.
      2. Termination for breach shall not affect any rights or remedies available to the non-breaching Party.
    3. Effects of Termination:
      1. Upon Termination of this Agreement, the Parties shall fulfill any outstanding obligations and return any property or Confidential Information in their possession, unless otherwise agreed in writing.

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  9. MISCELLANEOUS


    1. Entire Agreement:
      1. This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements, understandings, or representations, whether oral or written.
    2. Amendments:
      1. No amendment, modification, or waiver of any provision of this Agreement shall be valid unless in writing and signed by both Parties.

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